FORM 10-Q

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

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

COMMISSION FILE NUMBER: 000-21433

FORRESTER RESEARCH, INC.

(Exact name of registrant as specified in its charter)

DELAWARE		04-2797789
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

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

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

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

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

Yes o No o

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

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

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

Yes o No þ

As of August 6, 2009, 22,662,554 shares of the registrant’s common stock were outstanding.

 

 

FORRESTER RESEARCH, INC.

INDEX TO FORM 10-Q

		PAGE
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements			3
Consolidated Balance Sheets as of June 30, 2009 (Unaudited) and December 31, 2008			3
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2009 and 2008 (Unaudited)			4
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2009 and 2008 (Unaudited)			5
Notes to Consolidated Financial Statements			6
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			18
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			25
ITEM 4. Controls and Procedures			27
PART II. OTHER INFORMATION
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds			27
ITEM 4. Submission of Matters to a Vote of Security Holders			27
ITEM 6. Exhibits			28
EX-10.1 Form of Restricted Stock Unit Award Agreement.
EX-31.1 Certification of the Principal Executive Officer
EX-31.2 Certification of the Principal Financial Officer
EX-32.1 Section 906 Certification of Chief Executive Officer
EX-32.2 Section 906 Certification of Chief Financial Officer

PART I. FINANCIAL INFORMATION

ITEM 1.		FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands)

		JUNE 30,				DECEMBER 31,
		2009				2008
		(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents		$	94,017			$	129,478
Marketable investments			139,397				83,951
Accounts receivable, net			36,281				64,226
Deferred commissions			7,041				9,749
Deferred income tax assets, net			8,511				7,947
Prepaid expenses and other current assets			11,871				15,553
Total current assets			297,118				310,904
Long-term assets:
Long-term investments			43,900				46,500
Property and equipment, net			7,344				6,759
Goodwill, net			66,953				67,424
Deferred income tax assets, net			8,014				8,523
Non-marketable investments			5,880				7,000
Intangible assets, net			6,903				7,138
Other assets			529				703
Total long-term assets			139,523				144,047
Total assets		$	436,641			$	454,951
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	2,709			$	3,532
Accrued expenses			22,274				27,527
Deferred revenue			98,098				113,844
Total current liabilities			123,081				144,903
Non-current liabilities			6,424				6,551
Stockholders’ equity:
Preferred stock, $.01 par value			—				—
Authorized — 500 shares
Issued and outstanding-none
Common stock, $.01 par value
Authorized — 125,000 shares
Issued — 29,250 and 29,146 shares as of June 30, 2009 and December 31, 2008, respectively
Outstanding — 22,653 and 23,045 shares as of June 30, 2009 and December 31, 2008, respectively			292				291
Additional paid-in capital			320,539				315,149
Retained earnings			119,476				110,693
Treasury stock, at cost — 6,597 and 6,101 shares as of June 30, 2009 and December 31, 2008, respectively			(130,874	)			(120,851	)
Accumulated other comprehensive loss			(2,297	)			(1,785	)
Total stockholders’ equity			307,136				303,497
Total liabilities and stockholders’ equity		$	436,641			$	454,951

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

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share data)

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2009				2008				2009				2008
						(UNAUDITED)
Revenues:
Research services		$	39,025			$	37,861			$	78,075			$	73,810
Advisory services and other			22,553				25,613				39,910				44,638
Total revenues			61,578				63,474				117,985				118,448
Operating expenses:
Cost of services and fulfillment			21,860				22,894				44,072				44,042
Selling and marketing			19,303				20,987				38,452				39,837
General and administrative			6,397				8,190				13,369				15,416
Reorganization costs			—				—				3,141				—
Depreciation			1,144				950				2,236				1,986
Amortization of intangible assets			656				23				1,312				194
Total operating expenses			49,360				53,044				102,582				101,475
Income from operations			12,218				10,430				15,403				16,973
Other income:
Other income, net			453				1,702				1,722				3,772
(Impairments) gains from securities and non-marketable investments, net			(951	)			1,613				(951	)			2,112
Income from operations before income tax provision			11,720				13,745				16,174				22,857
Income tax provision			5,568				5,100				7,391				9,184
Net income		$	6,152			$	8,645			$	8,783			$	13,673
Basic net income per common share		$	0.27			$	0.38			$	0.38			$	0.59
Diluted net income per common share		$	0.27			$	0.37			$	0.38			$	0.58
Basic weighted average common shares outstanding			22,703				22,956				22,824				23,002
Diluted weighted average common shares outstanding			22,944				23,554				23,025				23,586

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

FORRESTER RESEARCH, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

		SIX MONTHS ENDED
		JUNE 30,
		2009				2008
		(UNAUDITED)
Cash flows from operating activities:
Net income		$	8,783			$	13,673
Adjustments to reconcile net income to net cash provided by operating activities-
Depreciation			2,236				1,986
Amortization of intangible assets			1,312				194
Gains on sales of available-for-sale securities			—				(2,057	)
Impairments (gains) from non-marketable investments, net			951				(55	)
Deferred income taxes			93				1,338
Non-cash stock-based compensation			3,493				2,705
Increase in provision for doubtful accounts			220				394
Unrealized loss on foreign currency and other, net			216				—
Tax benefit from exercises of employee stock options			—				(1,388	)
Amortization of premiums on marketable investments			572				397
Changes in assets and liabilities, net of acquisition-
Accounts receivable			28,346				25,429
Deferred commissions			2,709				901
Prepaid expenses and other current assets			3,769				(909	)
Accounts payable			(1,316	)			(410	)
Accrued expenses			(5,486	)			1,793
Deferred revenue			(16,532	)			(4,630	)
Net cash provided by operating activities			29,366				39,361
Cash flows from investing activities:
Acquisition of Forrester Middle East FZ-LLC			(752	)			—
Purchases of property and equipment			(2,790	)			(1,674	)
Proceeds from non-marketable investments			—				225
Decrease in other assets			361				248
Purchase of available-for-sale securities			(402,716	)			(678,811	)
Proceeds from sales and maturities of marketable investments			348,604				747,792
Net cash (used in) provided by investing activities			(57,293	)			67,780
Cash flows from financing activities:
Proceeds from issuance of common stock under stock option plans and employee stock purchase plan			1,982				12,811
Tax benefits related to stock options			—				1,388
Acquisition of treasury stock			(10,023	)			(20,031	)
Net cash used in financing activities			(8,041	)			(5,832	)
Effect of exchange rate changes on cash and cash equivalents			507				843
Net (decrease) increase in cash and cash equivalents			(35,461	)			102,152
Cash and cash equivalents, beginning of period			129,478				53,163
Cash and cash equivalents, end of period		$	94,017			$	155,315
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	7,457			$	4,164

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

FORRESTER RESEARCH, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — INTERIM CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, certain information and footnote disclosures required for complete financial statements are not included herein. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Forrester Research, Inc. (“Forrester”) Annual Report on Form 10-K for the year ended December 31, 2008. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows as of the dates and for the periods presented have been included. The results of operations for the three and six months ended June 30, 2009 may not be indicative of the results for the year ended December 31, 2009, or any other period.

NOTE 2 — REORGANIZATION

On February 9, 2009, Forrester announced a reduction of its workforce by approximately 50 positions in response to conditions and demands of the market and a slower economy. Additionally, Forrester identified certain leased office space that was no longer required to support the ongoing business. As a result, Forrester recorded a reorganization charge of approximately $3.1 million in the three months ended March 31, 2009. Approximately 44% of the terminated employees were members of the sales force, while 38% and 18% held research and administrative roles, respectively.

The activity related to the February 9, 2009 reorganization during the six months ended June 30, 2009 is as follows (in thousands):

		Total				Cash				Accrued as of
		Charge				Payments				June 30, 2009
Workforce reduction		$	2,872			$	2,734			$	138
Facility consolidation			269				16				253
Total		$	3,141			$	2,750			$	391

The accrued costs related to the February 9, 2009 reorganization are expected to be paid in the following periods (in thousands):

														Accrued as of
		2009				2010				2011				June 30, 2009
Workforce reduction		$	138			$	—			$	—			$	138
Facility consolidation			79				151				23				253
Total		$	217			$	151			$	23			$	391

NOTE 3 — ACQUISITIONS

JupiterResearch

On July 31, 2008, Forrester acquired all of the outstanding capital stock of JUPR Holdings, Inc. (“Holdings”), the parent company of JupiterResearch, LLC (“JupiterResearch”). JupiterResearch provided business professionals with syndicated research, analysis, and advice backed by proprietary data. The acquisition supported the Company’s role-based strategy, added greater depth and breadth to the marketing and strategy syndicated product offering, increased the number of client companies and was expected to reduce operating expenses of the combined entity through economies of scale. The total consideration was $22.0 million which consisted of initial cash consideration of $23.0 million less a working capital adjustment of $1.0 million which was received in the fourth

quarter of 2008. The aggregate purchase price of $22.6 million consisted of $22.0 million in cash for the acquisition of all outstanding shares of Holdings common stock, $398,000 of direct acquisition costs and $154,000 for severance related to 14 employees of JupiterResearch terminated as a result of the acquisition, of which $8,000 was paid during the year ended December 31, 2008 and the remainder was paid during the three months ended March 31, 2009. The results of JupiterResearch’s operations have been included in Forrester’s consolidated financial statements since July 31, 2008 and the Company has not furnished pro forma financial information relating to the acquisition because such information is not material.

Forrester Middle East FZ-LLC

On January 22, 2009, Forrester acquired all of the outstanding share capital of Forrester Middle East FZ-LLC (FME), a Dubai, UAE based reseller of Forrester’s products that also offered consulting services to local customers, to expand the Company’s direct geographical presence in the area. The total consideration was approximately $1.1 million of which approximately $561,000 was paid on the acquisition date, $266,000 was paid in the three months ended June 30, 2009 and $266,000 will be due in the fourth quarter of 2009, subject to a downward adjustment based on certain contractual provisions. The preliminary purchase price allocation resulted in an allocation of approximately $1.1 million to intangible assets, principally customer relationships to be amortized over 7 years according to the expected cash flows to be received from the underlying asset, and $22,000 to the net liabilities acquired. The results of FME’s operations have been included in Forrester’s consolidated financial statements since January 22, 2009 and the Company has not furnished pro forma financial information relating to the acquisition because such information is not material.

NOTE 4 — INTANGIBLE ASSETS

A summary of Forrester’s amortizable intangible assets as of June 30, 2009 is as follows:

		GROSS CARRYING				ACCUMULATED				NET
		AMOUNT				AMORTIZATION				CARRYING AMOUNT
						(IN THOUSANDS)
Amortizable intangible assets:
Customer relationships		$	28,517			$	21,763			$	6,754
Research content			3,560				3,467				93
Registered trademarks			803				787				16
Non-compete agreement			80				40				40
Total		$	32,960			$	26,057			$	6,903

Amortization expense related to identifiable intangible assets was approximately $656,000 and $23,000 during the three months ended June 30, 2009 and 2008, respectively, and approximately $1.3 million and $194,000 during the six months ended June 30, 2009 and 2008, respectively. Estimated amortization expense related to identifiable intangible assets that will continue to be amortized is as follows:

		AMOUNTS
		(IN THOUSANDS)
Remaining six months ending December 31, 2009		$	767
Year ending December 31, 2010			1,096
Year ending December 31, 2011			981
Year ending December 31, 2012			851
Year ending December 31, 2013			739
Year ending December 31, 2014			644
Thereafter			1,825
Total		$	6,903

NOTE 5 — MARKETABLE INVESTMENTS

The following table summarizes the Company’s marketable investments excluding the Right from UBS discussed below (in thousands):

						Gross				Gross
		Amortized				Unrealized				Unrealized				Market
		Cost				Gains				Losses				Value
June 30, 2009
State and municipal obligations, short-term		$	61,113			$	744			$	—			$	61,857
Federal agency and corporate obligations, short-term (1)			94,248				288				—				94,536
Total short-term investments		$	155,361			$	1,032				—			$	156,393
UBS ARS			33,950				—				(2,124	)			31,826
Non-UBS ARS			11,000				—				(1,050	)			9,950
Total short and long-term investments		$	200,311			$	1,032			$	(3,174	)		$	198,169
December 31, 2008
State and municipal obligations, short-term		$	70,455			$	701			$	—			$	71,156
Federal agency and corporate obligations, short-term (2)			83,550				64				(86	)			83,528
Total short-term investments		$	154,005			$	765			$	(86	)		$	154,684
UBS ARS			35,500				—				(6,887	)			28,613
Non-UBS ARS			11,000				—				—				11,000
Total short and long-term investments		$	200,505			$	765			$	(6,973	)		$	194,297

The following table summarizes the maturity periods of the short- and long-term investments in the Company’s portfolio as of June 30, 2009, excluding the Right (as defined below) from UBS. In February 2008, certain auction rate securities (“ARS”) that Forrester holds experienced failed auctions that limited the liquidity of these securities. Based on current market conditions, it is likely that auction failures will continue. As the funds associated with the ARS may not be accessible for in excess of twelve months because of continued failed auctions or the inability to find a buyer outside of the auction process, these securities have been classified as long-term investments. The actual contractual maturities of these investments were they not to reset would occur at various dates between 2009 and 2041 with $1.2 million maturing in one to five years, $600,000 maturing in five to ten years and $43.2 million maturing after ten years.

		FY 2009				FY 2010				FY 2011				FY 2012				Total
						(in thousands)
Non-ARS state and municipal obligations		$	23,038			$	31,457			$	7,362			$	—			$	61,857
UBS ARS			31,826				—				—				—				31,826
Non-UBS ARS			9,950				—				—				—				9,950
Federal agency and corporate obligations			34,873				19,274				20,890				2,503				77,540
Total short and long-term		$	99,687			$	50,731			$	28,252			$	2,503			$	181,173

In 2007, Forrester owned an approximately 1.2% ownership interest in comScore, Inc. (“comScore”), a provider of infrastructure services which utilizes proprietary technology to accumulate comprehensive information on consumer buying behavior. In June 2007, comScore (NASDAQ: SCOR) completed an initial public offering in which Forrester’s ownership interest was converted to approximately 126,000 shares. In December 2007, Forrester sold approximately 20,000 shares. In February 2008, Forrester sold an additional 20,000 shares and the remaining 86,000 shares were sold in May 2008 resulting in gains of approximately $387,000 and $1.7 million, respectively.

Fair Value

The Company measures certain financial assets at fair value, in accordance with SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”) on a recurring basis, including cash equivalents, available-for-sale securities and trading securities. The fair value of these financial assets was determined based on three levels of inputs, of which the first two are considered observable and the last unobservable as follows:

Level 1 — Quoted prices in active markets for identical assets or liabilities.

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

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The following table represents the Company’s fair value hierarchy for its financial assets (cash equivalents and investments) measured at fair value on a recurring basis as of June 30, 2009 (in thousands):

		Level 1				Level 2				Level 3				Total
Money market funds (1)		$	24,605			$	—			$	—			$	24,605
Federal agency and corporate obligations (2)			—				94,535				—				94,535
State and municipal obligations			—				61,858				41,776				103,634
UBS Put Right			—				—				2,124				2,124
Total		$	24,605			$	156,393			$	43,900			$	224,898

Level 3 assets consist of municipal bonds with an auction reset feature (ARS) whose underlying assets are principally student loans which are substantially backed by the federal government. Since the auctions for these securities have continued to fail since February 2008, these investments are not currently trading and therefore do not have a readily determinable market value. Accordingly, the estimated fair value of the ARS no longer approximates par value. A large portion of these ARS are held by UBS AG (UBS), one of the Company’s investment advisors. In November 2008, the Company accepted an offer (the “Right”) from UBS entitling the Company to sell at par value ARS originally purchased from UBS (approximately $34.0 million par value at June 30, 2009) (“UBS ARS”) at anytime during a two-year period from June 30, 2010 through July 2, 2012. Although the Company expects to sell its UBS ARS under the Right, if the Right is not exercised before July 2, 2012, it will expire and UBS will have no further rights or obligation to buy the Company’s UBS ARS. The Company has valued the UBS ARS and Right using a discounted cash flow model based on Level 3 assumptions. The assumptions used in valuing the UBS ARS and the put option include estimates of, based on data available as of June 30, 2009, interest rates, timing and amount of cash flows, credit and liquidity premiums, expected holding periods of the UBS ARS, loan rates per the UBS ARS Rights offering and bearer risk associated with UBS’s financial ability to repurchase the UBS ARS beginning June 30, 2010. The combined fair value of the Right and the UBS ARS is equal to the par value of the UBS ARS.

The Company’s other investment advisor provided a valuation at par based on the limited market activity, which Forrester considered to be a Level 3 input in addition to the underlying credit rating of the Company’s other ARS, which was generally related to municipalities. In addition to the valuation at par Forrester completed a valuation of the securities using a discounted cash flow approach including estimates of interest rates, timing and amount of cash flows, credit and liquidity premiums and expected holding periods of the ARS. Forrester relied most heavily on this approach, which resulted in an unrealized loss recorded in other comprehensive income of approximately $1.1

million principally due to the steady decline in market activity. Forrester believes that the loss is temporary due to the underlying credit rating of the ARS and the Company has the intent and ability to hold the ARS until a full recovery has occurred.

The following table provides a summary of changes in fair value of the Company’s Level 3 financial assets as of June 30, 2009 (in thousands):

		UBS Put
		Option				ARS
Balance at December 31, 2008		$	6,887				39,613
Sales/Maturities			—				(1,550	)
Total gains or (losses):
Included in other comprehensive income			—				(1,050	)
Included in earnings			(4,763	)			4,763
Balance at June 30, 2009		$	2,124			$	41,776

NOTE 6— NON-MARKETABLE INVESTMENTS

In June 2000, Forrester committed to invest $20.0 million in two technology-related private equity investment funds with capital contributions required to be funded over an expected period of five years. During the three and six months ended June 30, 2008 Forrester contributed $25,000. During the three and six months ended June 30, 2009 no additional contributions were made. Total cumulative contributions are approximately $19.6 million to date. One of these investments is being accounted for using the cost method and, accordingly, is valued at cost unless an other than temporary impairment in its value occurs or the investment is liquidated. The other investment is being accounted for using the equity method as the investment is a limited partnership and Forrester has an ownership interest in the limited partnership in excess of 5% and, accordingly, Forrester records its share of the investee’s operating results each period. During the three and six months ended June 30, 2008, gross distributions of approximately $50,000 and $250,000, respectively, were recorded and resulted in gains of $32,000 and $134,000, respectively, in the consolidated statements of income. There were no distributions during the three and six months ended June 30, 2009. During each of the three and six months ended June 30, 2008 and 2009, Forrester recorded impairments of approximately $75,000 and $947,000, respectively, which were included in the consolidated statements of income. During each of the three and six months ended in both June 30, 2008 and 2009, fund management charges of approximately $84,000 and $168,000, respectively, were included in other income, net in the consolidated statements of income. Fund management charges are recorded as a reduction of the investment’s carrying value.

Forrester has adopted a cash bonus plan to pay bonuses, after the return of invested capital, measured by the proceeds of a portion of its share of net profits from these investments, if any, to certain key employees, subject to the terms and conditions of the plan. The payment of such bonuses would result in compensation expense with respect to the amounts so paid. To date, no bonuses have been paid under this plan. The principal purpose of this cash bonus plan was to retain key employees by allowing them to participate in a portion of the potential return from Forrester’s technology-related investments if they remained employed by the Company. The plan was established at a time when technology and internet companies were growing significantly, and providing incentives to retain key employees during that time was important.

In December 2003, Forrester committed to invest an additional $2.0 million over an expected capital contribution period of 2 years in an annex fund of one of the two private equity investment funds. The annex fund investment is outside of the scope of the previously mentioned bonus plan. As of June 30, 2009, Forrester had contributed $2.0 million to this fund. This investment is being accounted for using the equity method as the investment is a limited partnership and Forrester has an ownership interest in the limited partnership in excess of 5% and, accordingly, Forrester records its share of the investee’s operating results each period. During each of the three months ended June 30, 2008 and 2009, Forrester recorded impairments of approximately $4,000, which were

included in the consolidated statements of income. During the three months ended March 31, 2009 and 2008, there were no impairments recorded.

The timing of the recognition of future gains or losses from these investment funds is beyond Forrester’s control. As a result, it is not possible to predict when Forrester will recognize any gains or losses, if Forrester will award cash bonuses based on the net profit from such investments, or when Forrester will incur compensation expense in connection with the payment of such bonuses. If the investment funds realize large gains or losses on their investments, Forrester could experience significant variations in its quarterly results unrelated to its business operations. These variations could be due to significant gains or losses or to significant compensation expenses. While gains may offset compensation expenses in a particular quarter, there can be no assurance that related gains and compensation expenses will occur in the same quarters.

NOTE 7 — NET INCOME PER COMMON SHARE

Basic net income per common share was computed by dividing net income by the basic weighted average number of common shares outstanding during the period. Diluted net income per common share was computed by dividing net income by the diluted weighted average number of common 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 stock equivalents consist of common stock issuable on the exercise of outstanding options when dilutive. A reconciliation of basic to diluted weighted average shares outstanding is as follows:

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2009				2008				2009				2008
						(IN THOUSANDS)
Basic weighted average common shares outstanding			22,703				22,956				22,824				23,002
Weighted average common equivalent shares			241				598				201				584
Diluted weighted average common shares outstanding			22,944				23,554				23,025				23,586
Options excluded from the diluted weighted average share calculation as the effect would have been anti-dilutive			1,873				1,582				2,155				1,420

NOTE 8 — STOCKHOLDERS’ EQUITY

Comprehensive Income

The components of accumulated other comprehensive loss are as follows (in thousands):

		June 30,				December 31,
		2009				2008
Unrealized (loss) gain on marketable investments, net of taxes		$	(10	)		$	365
Cumulative translation adjustment			(2,287	)			(2,150	)
Total accumulated other comprehensive loss		$	(2,297	)		$	(1,785	)

The components of total comprehensive income for the three and six months ended June 30, 2009 and 2008 are as follows (in thousands):

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2009				2008				2009				2008
Net income		$	6,152			$	8,645			$	8,783			$	13,673
Unrealized gain (loss) on marketable investments, net of taxes			155				(1,484	)			(378	)			(3,150	)
Cumulative translation adjustment			1,594				(202	)			(134	)			703
Total comprehensive income		$	7,901			$	6,959			$	8,271			$	11,226

Stock Plans

The following table summarizes stock option activity under all stock plans for the six months ended June 30, 2009 (in thousands, except per share and average life data):

										Weighted
						Weighted				Average
						Average				Remaining
						Exercise				Contractual				Aggregate
		Number				Price Per				Life				Intrinsic
		of Shares				Share				(In Years)				Value
Outstanding as of December 31, 2008			2,934			$	25.16				6.63			$	13,230
Granted			139				23.94
Exercised			(61	)			17.54
Cancelled			(67	)			27.33
Outstanding as of June 30, 2009			2,945			$	25.21				6.33			$	7,073
Exercisable as of June 30, 2009			2,090			$	24.38				5.49			$	6,732

Stock-Based Compensation

     Forrester accounts for share-based payments under the provisions of SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). All of Forrester’s stock-based compensation is accounted for as equity instruments and Forrester has five equity plans required to be evaluated under SFAS No. 123R: two equity incentive plans, two directors’ stock option plans and an employee stock purchase plan. Under the provisions of SFAS No. 123R, Forrester recognizes the fair value of stock-based compensation in net income over the requisite service period of the individual grantee, which generally equals the vesting period.

Forrester recorded approximately $1.3 million of stock-based compensation in the accompanying consolidated statements of income for each of the three months ended June 30, 2009 and 2008, respectively, and $3.5 million and $2.7 million for the six months ended June 30, 2009 and 2008, respectively, included in the following expense categories (in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Cost of services and fulfillment		$	640			$	648			$	1,748			$	1,416
Selling and marketing			183				206				610				476
General and administrative			477				444				1,135				813
		$	1,300			$	1,298			$	3,493			$	2,705

On April 1, 2008, Forrester issued to its employees options to purchase 370,000 shares of common stock. These options were subject to performance criteria and would vest only if certain pro forma operating profit targets related to full year 2008 performance were achieved. The vesting of these options was over 24, 36 or 48 months, or the options could be forfeited, depending on the actual pro forma operating profit achieved for 2008. At the time of grant, operating performance was expected to result in the options vesting over 48 months. The actual pro forma operating profit for 2008 resulted in accelerated vesting of the options over 24 months and the expense related to these options was recognized on a graded basis. Based on historical exercise patterns for options with similar vesting and the expected vesting period at the time of grant, Forrester used an expected option term of 2 years for the year one vest, 3 years for the year two vest, 4 years for the year three vest and 5 years for the year four vest to value these options.

On April 2, 2007, Forrester issued to its employees options to purchase 293,600 shares of common stock. These options were subject to performance criteria and would vest only if certain pro forma operating margin targets

related to full year 2007 performance were achieved. The vesting of these options was over 24 or 36 months, or the options could be forfeited, depending on the actual pro forma operating margin achieved for 2007. At the time of grant, operating performance was expected to result in the options vesting over 36 months. The actual pro forma operating margin for 2007 resulted in the options vesting over 36 months and the expense related to these options was recognized on a graded basis. Based on historical exercise patterns for options with similar vesting and the expected vesting period at the time of grant, Forrester used an expected option term of 2 years for the year one vest, 3 years for the year two vest and 4 years for the year three vest to value these options.

On April 3, 2006, Forrester issued to its employees options to purchase 587,500 shares of common stock. These options were subject to performance criteria and would vest only if certain pro forma operating margin targets related to full year 2006 performance were achieved. The vesting of these options was over 24 or 36 months, or the options could be forfeited, depending on the actual pro forma operating margin achieved for 2006. At the time of grant, operating performance was expected to result in the options vesting over 36 months. The actual pro forma operating margin for 2006 resulted in accelerated vesting of the options over 24 months and the expense related to these options was recognized on a graded basis. Based on historical exercise patterns for options with similar vesting and the expected vesting period at the time of grant, Forrester used an expected option term of 2 years for the year one vest, 3 years for the year two vest and 4 years for the year three vest to value these options.

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

		3 Months Ended								3 Months Ended
		June 30, 2009								June 30, 2008
						Employee								Employee
		Stock				Stock				Stock				Stock
		Option				Purchase				Option				Purchase
		Plans				Plan				Plans				Plan
Average risk-free interest rate			1.59	%			0.30	%			2.50	%			2.80	%
Expected dividend yield		None				None				None				None
Expected life		3.5 Years				0.5 Years				3.5 Years				0.5 Years
Expected volatility			44	%			44	%			35	%			35	%
Weighted average fair value at grant date		$	7.68			$	6.73			$	7.91			$	6.95

		6 Months Ended								6 Months Ended
		June 30, 2009								June 30, 2008
						Employee								Employee
		Stock				Stock				Stock				Stock
		Option				Purchase				Option				Purchase
		Plans				Plan				Plans				Plan
Average risk-free interest rate			1.48	%			0.30	%			2.60	%			2.80	%
Expected dividend yield		None				None				None				None
Expected life		3.5 Years				0.5 Years				3.5 Years				0.5 Years
Expected volatility			44	%			44	%			35	%			35	%
Weighted average fair value at grant date		$	7.95			$	6.73			$	7.86			$	6.95

The dividend yield of zero is based on the fact that Forrester has never paid cash dividends and has no present intention to pay cash dividends. Expected volatility is based, in part, on the historical volatility of Forrester’s common stock as well as management’s expectations of future volatility over the expected term of the awards granted. The risk-free interest rate used is based on the U.S. Treasury Constant Maturity rate with an equivalent remaining term. Where the expected term of Forrester’s stock-based awards does not correspond with the terms for

which the interest rates are quoted, Forrester uses the rate with the maturity closest to the award’s expected term. The expected term calculation is based upon Forrester’s historical experience of exercise patterns.

Based on Forrester’s historical experience as well as management’s expectations for the next year, a forfeiture rate of 10% was used to determine current period expense. Forrester evaluated various employee groups and determined that the forfeiture experience and expectations were not materially different amongst employee groups and therefore concluded that one forfeiture rate was appropriate. Forrester will record additional expense if the actual forfeiture rate is lower than estimated and will record recovery of prior expense if the actual forfeiture rate is higher than estimated.

The total intrinsic value of stock options exercised during the three and six months ended June 30, 2009 was $256,000 and $373,000, respectively. The total intrinsic value of stock options exercised during the three and six months ended June 30, 2008 was $4.4 million and $6.7 million, respectively. The unamortized fair value of stock options as of June 30, 2009 was $3.0 million, with a weighted average remaining recognition period of 1.22 years.

NOTE 9 — STOCK REPURCHASE

Through April 2009, the Board of Directors authorized an aggregate $200 million to purchase common stock under the stock repurchase program, including an additional $50 million authorized in April 2009. The shares repurchased may be used, among other things, in connection with Forrester’s employee stock option and purchase plans. As of June 30, 2009, Forrester had repurchased approximately 6.6 million shares of common stock at an aggregate cost of approximately $130.9 million.

NOTE 10 — TAXES

Forrester provides for income taxes on an interim basis according to management’s estimate of the effective tax rate expected to be applicable for the full fiscal year ending December 31, 2009. Certain items such as adjustments to the Company’s tax expense related to the prior fiscal year, changes in tax rates, and tax benefits related to disqualifying dispositions of incentive stock options are treated as discrete items and are recorded in the period in which they arise.

NOTE 11 — OPERATING SEGMENT AND ENTERPRISE WIDE REPORTING

Forrester manages its business within three principal client groups (“Client Groups”), with each client group responsible for writing relevant research for the roles within the client organizations on a worldwide basis. The three client groups are: Information Technology Client Group (“IT”), Technology Industry Client Group (“TI”), and the Marketing and Strategy Client Group (“M&S”). All of the Client Groups generate revenues through sales of similar research and advisory and other service offerings targeted at specific roles within their targeted clients. Each of the Client Groups consists of a sales force responsible for selling to clients located within the Client Group’s target client base and research personnel focused primarily on issues relevant to particular roles and to the day-to-day responsibilities of persons within the roles. The results of JupiterResearch (see Note 3) are included in the M&S Client Group since the date of acquisition. Amounts included in the “Other” segment relate to the operations of the events sales and production departments. Revenue reported in the “Other” operating segment consists primarily of sponsorships and event tickets to Forrester events.

Forrester evaluates reportable segment performance and allocates resources based on direct margin. Direct margin, as presented below, is defined as operating income excluding certain selling and marketing expenses, client services, non-cash stock-based compensation expense, general and administrative expenses, depreciation expense, amortization of intangibles and reorganization costs. The accounting policies used by the reportable segments are the same as those used in the consolidated financial statements.

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

The following tables present information about reportable segments.

		IT				TI				M&S				Other				Consolidated
Three months ended June 30, 2009
Revenue		$	23,882			$	16,618			$	15,872			$	5,206			$	61,578
Direct Margin			11,347				8,769				6,184				2,420				28,720
Corporate expenses																			15,846
Amortization of intangible assets																			656
Income from operations																		$	12,218
Three months ended June 30, 2008
Revenue		$	24,847			$	17,459			$	13,905			$	7,263			$	63,474
Direct Margin			10,407				8,920				4,979				4,026				28,332
Corporate expenses																			17,879
Amortization of intangible assets																			23
Income from operations																		$	10,430

		IT				TI				M&S				Other				Consolidated
Six months ended June 30, 2009
Revenue		$	46,712			$	33,675			$	30,994			$	6,604			$	117,985
Direct Margin			21,988				17,979				10,965				2,554				53,486
Corporate expenses																			36,771
Amortization of intangible assets																			1,312
Income from operations																		$	15,403
Six months ended June 30, 2008
Revenue		$	49,463			$	34,206			$	26,660			$	8,119			$	118,448
Direct Margin			21,324				17,621				9,294				3,868				52,107
Corporate expenses																			34,940
Amortization of intangible assets																			194
Income from operations																		$	16,973

Revenues by geographic client location and as a percentage of total revenues are as follows:

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2009				2008				2009				2008
						(IN THOUSANDS)
United States		$	43,386			$	45,151			$	83,649			$	84,717
Europe (excluding United Kingdom)			8,746				9,610				15,637				16,171
United Kingdom			3,572				3,260				7,256				6,701
Canada			3,697				3,318				7,022				6,393
Other			2,177				2,135				4,421				4,466
		$	61,578			$	63,474			$	117,985			$	118,448

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2009				2008				2009				2008
United States			70	%			71	%			71	%			72	%
Europe (excluding United Kingdom)			14				15				13				14
United Kingdom			6				5				6				6
Canada			6				5				6				5
Other			4				4				4				3
			100	%			100	%			100	%			100	%

NOTE 12 — STOCK OPTION INVESTIGATION: RESTATEMENT OF HISTORICAL FINANCIAL STATEMENTS

During the three and six months ended June 30, 2008, the Company incurred expenses of $666,000 and $598,000 related to the stock option investigation and restatement of the Company’s historical financial statements, respectively. During the three and six months ended June 30, 2009, there were no expenses incurred related to the stock option investigation and restatement of the Company’s historical financial statements.

NOTE 13 — RECENT ACCOUNTING PRONOUNCEMENTS

Effective January 1, 2009, the Company adopted FSP 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2). FSP 157-2 delayed the effective date of SFAS 157 for all non-financial assets and non-financial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually), until the beginning of the first quarter of fiscal 2009. These include goodwill and other non-amortizable intangible assets. The adoption of SFAS 157 to non-financial assets and liabilities did not have a significant impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted SFAS No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)). Under SFAS 141(R), an entity is required to recognize the assets acquired, liabilities assumed, contractual contingencies, and contingent consideration at their fair value on the acquisition date. It further requires that acquisition-related costs be recognized separately from the acquisition and expensed as incurred; that restructuring costs generally be expensed in periods subsequent to the acquisition date; and that changes in accounting for deferred tax asset valuation allowances and acquired income tax uncertainties after the measurement period be recognized as a component of provision for taxes. For Forrester, SFAS 141(R) is effective on a prospective basis for all business combinations for which the acquisition date is on or after the beginning of January 1, 2009, with the

exception of the accounting for valuation allowances on deferred taxes and acquired contingencies under SFAS 109. With the adoption of SFAS 141(R), any tax related adjustments associated with acquisitions that closed prior to January 1, 2009 will be recorded through income tax expense, whereas the previous accounting treatment would require any adjustment to be recognized through the purchase price. The adoption of SFAS 141(R) did not have a material impact on the Company’s consolidated financial statements.

Effective January 1, 2009, the Company adopted FSP 141-R-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies . This FSP amends and clarifies SFAS No. 141-R, Business Combinations , to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. Early adoption of this statement was not permitted. The impact of adopting FSP 141-R-1 on the Company’s consolidated financial statements will depend on the economic terms of any future business combinations.

Effective January 1, 2009, the Company adopted FSP No. 142-3, Determination of the Useful Life of Intangible Assets (FSP No. 142-3) that amends the factors considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142. FSP No. 142-3 requires a consistent approach between the useful life of a recognized intangible asset under SFAS No. 142 and the period of expected cash flows used to measure the fair value of an asset under SFAS No. 141(R). The FSP also requires enhanced disclosures when an intangible asset’s expected future cash flows are affected by an entity’s intent and/or ability to renew or extend the arrangement. The adoption did not have a material impact on the Company’s consolidated results of operations or financial condition.

Effective April 1, 2009, the Company adopted SFAS No. 165, “Subsequent Events” (SFAS 165). The standard modifies the names of the two types of subsequent events either as recognized subsequent events (previously referred to in practice as Type I subsequent events) or non-recognized subsequent events (previously referred to in practice as Type II subsequent events). In addition, the standard modifies the definition of subsequent events to refer to events or transactions that occur after the balance sheet date, but before the financial statements are issued (for public entities) or available to be issued (for nonpublic entities). It also requires the disclosure of the date through which subsequent events have been evaluated. The standard did not result in significant changes in the practice of subsequent event disclosures or the related accounting thereof, and therefore the adoption did not have any impact on the Company’s consolidated financial statements.

In April 2009, the FASB issued three related Staff Positions: (i) FSP 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP 157-4”), (ii) SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairment (“FSP 115-2” and “FSP 124-2”), and (iii) SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP 107” and “APB 28-1”), which is effective for interim and annual periods ending after June 15, 2009. FSP 157-4 provides guidance on how to determine the fair value of assets and liabilities under SFAS 157 in the current economic environment and reemphasizes that the objective of a fair value measurement remains an exit price. If the Company were to conclude that there has been a significant decrease in the volume and level of activity of the asset or liability in relation to normal market activities, quoted market values may not be representative of fair value and the Company may conclude that a change in valuation technique or the use of multiple valuation techniques may be appropriate. FSP 115-2 and FSP 124-2 modify the requirements for recognizing other-than-temporarily impaired debt securities and revises the existing impairment model for such securities, by modifying the current intent and ability indicator in determining whether a debt security is other-than-temporarily impaired. FSP 107 and APB 28-1 enhance the disclosure of instruments under the scope of SFAS 157 for both interim and annual periods. The Company is currently evaluating these Staff Positions and the impact, if any, that adoption will have on the Company’s consolidated results of operation or financial condition.

In June 2009, the FASB issued SFAS No. 168, The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles. This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB Accounting Standards Codification (the “Codification”)

will become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other non-grandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The Company will begin to use the new guidelines and numbering system prescribed by the Codification when referring to GAAP in the third quarter of fiscal 2009. As the Codification was not intended to change or alter existing GAAP, it should not have any impact on the Company’s consolidated financial statements.

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

OVERVIEW

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions are intended to identify these forward-looking statements. These statements include, but are not limited to, statements about the adequacy of our liquidity and capital resources and the success of and demand for our research and advisory products and services. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual future activities and results to differ include, among others, our ability to respond to business and economic conditions, particularly in light of the continuing global economic downturn, technology spending, market trends, competition, the ability to attract and retain professional staff, possible variations in our quarterly operating results, any cost savings related to reductions in force and associated actions, risks associated with our ability to offer new products and services and our dependence on renewals of our membership-based research services and on key personnel. These risks are described more completely in our Annual Report on Form 10-K for the year ended December 31, 2008. We undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

We derive revenues from memberships to our research product offerings and from our advisory services and events. We offer contracts for our research products that are typically renewable annually and payable in advance. Research revenues are recognized as revenue ratably over the term of the contract. Accordingly, a substantial portion of our billings are initially recorded as deferred revenue. Clients purchase advisory services independently and/or to supplement their memberships to our research. Billings attributable to advisory services are initially recorded as deferred revenue and are recognized as revenue when the customer receives the agreed upon deliverable. Event billings are also initially recorded as deferred revenue and are recognized as revenue upon completion of each event. Consequently, changes in the number and value of client contracts, both net decreases as well as net increases, impact our revenues and other results over a period of several months.

Our primary operating expenses consist of cost of services and fulfillment, selling and marketing expenses, general and administrative expenses, depreciation, and amortization of intangible assets. Cost of services and fulfillment represents the costs associated with the production and delivery of our products and services, and it includes the costs of salaries, bonuses, and related benefits for research personnel, non-cash stock-based compensation expense and all associated editorial, travel, and support services. Selling and marketing expenses include salaries, sales commissions, employee benefits, travel expenses, non-cash stock-based compensation expense, 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 strategy groups and our other administrative functions, including salaries, bonuses, employee benefits and non-cash stock-based compensation expense. Overhead costs are allocated over these categories according to the number of employees in each group. Amortization of intangible assets represents the cost of amortizing acquired intangible assets such as customer relationships.

Reorganization costs relate to severance and related benefits costs incurred in connection with the termination of positions and to lease loss costs.

The Company’s results of operations for the three and six months ended June 30, 2009 include the operations of JupiterResearch, acquired July 31, 2008.

Deferred revenue, agreement value, client retention, dollar retention and enrichment are metrics we believe are important to understanding our business. We believe that the amount of deferred revenue, along with the agreement value of contracts to purchase research and advisory services, provide a significant measure of our business activity. Deferred revenue reflects billings in advance of revenue recognition as of the measurement date. We calculate agreement value as the total revenues recognizable from all research and advisory service contracts in force at a given time (but not including advisory-only contracts), without regard to how much revenue has already been recognized. No single client accounted for more than 2% of agreement value at June 30, 2009 or 2008. We calculate client retention as the percentage of client companies with memberships expiring during the most recent twelve-month period who renewed one or more of those memberships during that same period. We calculate dollar retention as a percentage of the dollar value of all client membership contracts renewed during the most recent twelve-month period to the total dollar value of all client membership contracts that expired during the period. We calculate enrichment as a percentage of the dollar value of client membership contracts renewed during the period to the dollar value of the corresponding expiring contracts. Client retention, dollar retention, and enrichment are not necessarily indicative of the rate of future retention of our revenue base. A summary of our key metrics is as follows:

		As of
		June 30,								Absolute				Percentage
		2009				2008				Decrease				Decrease
Deferred Revenue (dollars in millions)		$	98.1			$	108.1				(10.0	)			(9	)%
Agreement Value (dollars in millions)		$	185.5			$	200.1				(14.6	)			(7	)%
Client Retention			71	%			75	%			(4	)			(5	)%
Dollar Retention			81	%			86	%			(5	)			(6	)%
Enrichment			99	%			105	%			(6	)			(6	)%
Number of clients			2,493				2,544				(51	)			(2	)%

The decrease in deferred revenue, agreement value, client retention, dollar retention, enrichment and the number of clients is reflective of the more difficult economic environment. Decreases of the above metrics as compared with the comparable three-month and year-to-date periods in 2008 are expected to continue for the remainder of 2009.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our policies and estimates, including but not limited to, those related to our revenue recognition, non-cash stock-based compensation, allowance for doubtful accounts, non-marketable investments, goodwill and other intangible assets, taxes and valuation and impairment of marketable investments. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Our critical accounting policies and estimates are described in our Annual Report on Form 10-K for the year ended December 31, 2008.

RESULTS OF OPERATIONS

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

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2009				2008				2009				2008
Research services			63	%			60	%			66	%			62	%
Advisory services and other			37				40				34				38
Total revenues			100				100				100				100
Cost of services and fulfillment			35				36				37				37
Selling and marketing			31				33				33				34
General and administrative			10				13				11				13
Reorganization costs			—				—				3				—
Depreciation			2				2				2				2
Amortization of intangible assets			1				—				1				—
Income from operations			21				16				13				14
Other income, net			—				3				1				3
(Impairments) gains from securities and non-marketable investments, net			(2	)			3				(1	)			2
Income from operations before income tax provision			19				22				13				19
Income tax provision			9				8				6				8
Net income			10	%			14	%			7	%			11	%

THREE MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008

REVENUES.

		THREE MONTHS
		ENDED								Absolute				Percentage
		JUNE 30,								Increase				Increase
		2009				2008				(Decrease)				(Decrease)
Revenues (in millions)		$	61.6			$	63.5			$	(1.9	)			(3	)%
Revenues from research services (in millions)		$	39.0			$	37.9			$	1.1				3	%
Advisory services and other revenues (in millions)		$	22.6			$	25.6			$	(3.0	)			(12	)%
Revenues attributable to customers outside of the United States (in millions)		$	18.2			$	18.3			$	(0.1	)			(1	)%
Revenues attributable to customers outside of the United States as a percentage of total revenues			30	%			29	%			1				3	%
Number of clients (at end of period)			2,493				2,544				(51	)			(2	)%
Number of research employees (at end of period)			381				353				28				8	%
Number of events			5				5				—				—

The decrease in total revenues is principally the result of lower demand for our advisory and other services as explained further below, and the adverse impact of foreign exchange. The effects of foreign currency translation resulted in an approximately 4% decrease in total revenues in the three months ended June 30, 2009 as compared with the three months ended June 30, 2008. The increase in international revenues as a percentage of total revenues is primarily attributable to revenues declining at a slower rate internationally than in the United States.

The increase in research services revenues is primarily the result of our objective to drive a higher percentage of our total revenues from research services. In 2008, the Company modified its sales compensation plan for greater alignment with this objective. The increase in research services revenues is also due to the acquisition of JupiterResearch and is offset by the adverse impact of foreign exchange.

The decrease in advisory services and other revenues is reflective of a softer events performance, a decline in the demand for our advisory and consulting services, both driven by the global economic slowdown, our objective to drive a higher percentage of our total revenues from research services, and the adverse impact of foreign exchange.

No single client company accounted for more than 2% of revenues during the three months ended June 30, 2009 or 2008.

COST OF SERVICES AND FULFILLMENT.

		THREE MONTHS ENDED								Absolute				Percentage
		JUNE 30,								Increase				Increase
		2009				2008				(Decrease)				(Decrease)
Cost of services and fulfillment (in millions)		$	21.9			$	22.9			$	(1.0	)			(4	)%
Cost of services and fulfillment as a percentage of total revenues			35	%			36	%			(1	)			(3	)%
Number of research and fulfillment employees (at end of period)			459				431				28				6	%

The decrease in cost of services and fulfillment in dollars and as a percentage of total revenues is primarily due to reduced discretionary travel and events related expenses.

SELLING AND MARKETING.

		THREE MONTHS ENDED
		JUNE 30,								Absolute				Percentage
		2009				2008				Decrease				Decrease
Selling and marketing expenses (in millions)		$	19.3			$	21.0			$	(1.7	)			(8	)%
Selling and marketing expenses as a percentage of total revenues			31	%			33	%			(2	)			(6	)%
Number of selling and marketing employees (at end of period)			374				394				(20	)			(5	)%

The decrease in selling and marketing expenses in dollars and as a percentage of total revenues is primarily due to a decrease in sales commissions associated with lower sales volume in the three months ended June 30, 2009 due to the difficult economic environment.

GENERAL AND ADMINISTRATIVE.

		THREE MONTHS ENDED
		JUNE 30,								Absolute				Percentage
		2009				2008				Decrease				Decrease
General and administrative expenses (in millions)		$	6.4			$	8.2			$	(1.8	)			(22	)%
General and administrative expenses as a percentage of total revenues			10	%			13	%			(3	)			(23	)%
Number of general and administrative employees (at end of period)			141				142				(1	)			(1	)%

The decrease in general and administrative expenses in dollars and as a percentage of total revenues is primarily due to a decrease in professional services fees associated with the stock option investigation and restatement of our historical financial statements and other non-recurring expenses incurred in the three months ended June 30, 2008.

DEPRECIATION.

		THREE MONTHS ENDED
		JUNE 30,								Absolute				Percentage
		2009				2008				Increase				Increase
Depreciation expense (in millions)		$	1.1			$	1.0			$	0.1				10	%
Depreciation expense as a percentage of total revenues			2	%			2	%			—				—

The increase in depreciation expense is primarily attributable to purchases of leasehold improvements in the first quarter of 2009.

AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets increased to $656,000 in the three months ended June 30, 2009 from $23,000 in the three months ended June 30, 2008. The increase in amortization expense is attributable to the amortization of intangible assets from the acquisitions of JupiterResearch on July 31, 2008 and Forrester Middle East on January 22, 2009.

OTHER INCOME, NET. Other income, net, consisting primarily of interest income, decreased to $453,000 in the three months ended June 30, 2009 from $1.7 million in the three months ended June 30, 2008. The decrease is primarily due to net foreign exchange losses and lower returns on invested capital.

(IMPAIRMENTS) GAINS FROM SECURITIES AND NON-MARKETABLE INVESTMENTS, NET. Net impairments from non-marketable investments totaled $951,000 and $47,000 for the three months ended June 30, 2009 and 2008, respectively. During the three months ended June 30, 2008 we sold the remaining 86,000 shares of comScore, receiving proceeds of approximately $1.9 million and recording a gain of approximately $1.7 million related to the sale.

PROVISION FOR INCOME TAXES. During the three months ended June 30, 2009, we recorded an income tax provision of approximately $5.6 million, which reflected an effective tax rate of 48%. During the three months ended June 30, 2008, we recorded an income tax provision of approximately $5.1 million, which reflected an effective tax rate of 37%. The increase in our effective tax rate for fiscal year 2009 resulted primarily from an increase in valuation allowance related to capital loss, an increase in state and foreign taxes, a decrease in deductions related to disqualifying dispositions of incentive stock options and an increase in non deductible expenses as a percentage of profit before tax.

SIX MONTHS ENDED JUNE 30, 2009 AND JUNE 30, 2008

REVENUES.

		SIX MONTHS
		ENDED								Absolute				Percentage
		JUNE 30,								Increase				Increase
		2009				2008				(Decrease)				(Decrease)
Revenues (in millions)		$	118.0			$	118.4			$	(0.4	)			—
Revenues from research services (in millions)		$	78.1			$	73.8			$	4.3				6	%
Advisory services and other revenues (in millions)		$	39.9			$	44.6			$	(4.7	)			(11	)%
Revenues attributable to customers outside of the United States (in millions)		$	34.3			$	33.7			$	0.6				2	%
Revenues attributable to customers outside of the United States as a percentage of total revenues			29	%			28	%			1				4	%
Number of clients (at end of period)			2,493				2,544				(51	)			(2	)%
Number of research employees (at end of period)			381				353				28				8	%
Number of events			9				7				2				29	%