FORM 10-Q

(MARK ONE)

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

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

OR

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 (State or other jurisdiction of incorporation or organization)		04-2797789 (I.R.S. Employer Identification Number)
400 TECHNOLOGY SQUARE CAMBRIDGE, MASSACHUSETTS (Address of principal executive offices)		02139 (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 o      No þ

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

Large accelerated filer o                    Accelerated filer þ                    Non-accelerated filer o

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 November 16, 2007, 23,076,966 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			4
Consolidated Balance Sheets as of June 30, 2007 (Unaudited) and December 31, 2006 (Unaudited and As Restated)			4
Consolidated Statements of Income for the Three and Six Months Ended June 30, 2007 (Unaudited) and 2006 (Unaudited and As Restated)			5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006 (Unaudited and As Restated)			6
Notes to Consolidated Financial Statements (As Restated)			7
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			17
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk			26
ITEM 4. Controls and Procedures			26
PART II. OTHER INFORMATION
ITEM 1. Legal proceedings			27
ITEM 6. Exhibits			28
EX-31.1 Section 302 Certification of CEO
EX-31.2 Section 302 Certification of CFO
EX-32.1 Section 906 Certification of CEO
EX-32.2 Section 906 Certification of CFO

Explanatory Note

This Quarterly Report on Form 10-Q for the three and six months ended June 30, 2007, contains restated financial information for the comparable periods of 2006. Previously filed quarterly reports on Form 10-Q have not been amended and should not be relied upon.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FORRESTER RESEARCH, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)

		JUNE 30,				DECEMBER 31,
		2007				2006
		(UNAUDITED)
ASSETS
Current assets:
Cash and cash equivalents		$	41,190			$	39,157
Available-for-sale securities			194,748				168,676
Accounts receivable, net			37,774				59,727
Deferred commissions			8,542				10,117
Deferred income tax assets			14,203				13,592
Prepaid expenses and other current assets			10,601				7,610
Total current assets			307,058				298,879
Long-term assets:
Property and equipment, net			6,648				5,611
Goodwill, net			53,264				53,171
Deferred income tax assets, net			8,018				11,335
Non-marketable investments			10,174				13,015
Intangible assets, net			832				1,517
Other assets			620				615
Total long-term assets			79,556				85,264
Total assets		$	386,614			$	384,143
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	3,241			$	2,878
Accrued expenses			25,529				29,852
Deferred revenue			92,002				99,875
Total current liabilities			120,772				132,605
Deferred income tax liability and non-current accrued income tax liability			7,274				6,633
Stockholders’ equity:
Preferred stock, $.01 par value			—				—
Authorized — 500 shares
Issued and outstanding-none
Common stock, $.01 par value
Authorized — 125,000 shares
Issued — 27,929 and 27,884 shares as of June 30, 2007 and December 31, 2006, respectively
Outstanding — 23,090 and 23,045 shares as of June 30, 2007 and December 31, 2006, respectively			279				279
Additional paid-in capital			275,454				270,306
Retained earnings			69,065				62,766
Treasury stock, at cost — 4,839 shares as of June 30, 2007 and December 31, 2006			(85,834	)			(85,834	)
Accumulated other comprehensive loss			(396	)			(2,612	)
Total stockholders’ equity			258,568				244,905
Total liabilities and stockholders’ equity		$	386,614			$	384,143

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,
		2007				2006				2007				2006
		(UNAUDITED)
						(as restated)								(as restated)
Revenues:
Research services		$	32,065			$	27,815			$	63,367			$	54,590
Advisory services and other			23,120				20,043				39,135				33,861
Total revenues			55,185				47,858				102,502				88,451
Operating expenses:
Cost of services and fulfillment			21,620				19,919				41,458				37,231
Selling and marketing			17,783				15,328				34,900				29,803
General and administrative			7,773				5,672				15,531				11,315
Depreciation			932				916				1,855				1,800
Amortization of intangible assets			293				472				685				1,124
Total operating expenses			48,401				42,307				94,429				81,273
Income from continuing operations			6,784				5,551				8,073				7,178
Other income:
Other income, net			2,112				1,326				3,978				2,284
(Impairments) gains from non-marketable investments, net			(1,962	)			8				(1,788	)			207
Income from continuing operations before income tax provision			6,934				6,885				10,263				9,669
Income tax provision			2,432				3,237				3,731				4,690
Income from continuing operations			4,502				3,648				6,532				4,979
Income from discontinued operations, net of taxes			—				135				—				248
Net income		$	4,502			$	3,783			$	6,532			$	5,227
Basic net income per common share from continuing operations		$	0.20			$	0.16			$	0.28			$	0.23
Basic net income per common share from discontinued operations			—				0.01				—				0.01
Basic net income per common share		$	0.20			$	0.17			$	0.28			$	0.24
Diluted net income per common share from continuing operations		$	0.19			$	0.16			$	0.27			$	0.22
Diluted net income per common share from discontinued operations			—				0.01				—				0.01
Diluted net income per common share		$	0.19			$	0.17			$	0.27			$	0.23
Basic weighted average common shares outstanding			23,072				21,988				23,065				21,587
Diluted weighted average common shares outstanding			23,827				22,826				23,789				22,326

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,
		2007				2006
		(UNAUDITED)
						(as restated)
Cash flows from operating activities:
Net income		$	6,532			$	5,227
Income from discontinued operations, net of taxes			—				(248	)
Income from continuing operations			6,532				4,979
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation			1,855				1,800
Amortization of intangible assets			685				1,124
(Impairments) gains from non-marketable investments, net			1,788				(161	)
Increase in provision for doubtful accounts			300				—
Deferred income taxes			2,099				(168	)
Non-cash stock-based compensation			4,338				3,660
Amortization of premium on available-for-sale securities			333				406
Changes in assets and liabilities:
Accounts receivable			21,861				20,014
Deferred commissions			1,575				1,157
Prepaid expenses and other current assets			(4,613	)			(2,384	)
Accounts payable			363				1,482
Accrued expenses			(2,574	)			1,948
Deferred revenue			(8,414	)			(6,701	)
Net cash provided by continuing operations			26,128				27,156
Net cash provided by discontinued operations			—				51
Net cash provided by operating activities			26,128				27,207
Cash flows from investing activities:
Purchases of property and equipment			(2,861	)			(1,676	)
Purchases of non-marketable investments			—				(300	)
Proceeds from non-marketable investments			883				188
Proceeds from sale of discontinued operations			250				—
Decrease in other assets			149				153
Purchases of available-for-sale securities			(541,494	)			(229,887	)
Proceeds from sales and maturities of available-for-sale securities			517,955				215,821
Net cash used in investing activities			(25,118	)			(15,701	)
Cash flows from financing activities:
Proceeds from issuance of common stock			811				26,950
Tax benefits related to stock options			—				198
Acquisition of treasury stock			—				(2,935	)
Net cash provided by financing activities			811				24,213
Effect of exchange rate changes on cash and cash equivalents			212				301
Net increase in cash and cash equivalents			2,033				36,020
Cash and cash equivalents, beginning of period			39,157				48,538
Cash and cash equivalents, end of period		$	41,190			$	84,558
Supplemental disclosure of cash flow information:
Cash paid for income taxes		$	2,947			$	105

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 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. In this form 10-Q, the Company is restating its consolidated financial statements for the three and six months ended June 30, 2006 for the matters more fully described in Note 2. It is recommended that these financial statements be read in conjunction with the consolidated financial statements and related notes that appear in the Annual Report of Forrester Research, Inc. (“Forrester”) as reported on Form 10-K for the year ended December 31, 2006. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the financial position, results of operations, and cash flows as of the dates and for the periods presented have been included. The results of operations for the three months ended June 30, 2007 may not be indicative of the results that may be expected for the year ended December 31, 2007, or any other period.

Stock-Based Compensation

Effective January 1, 2006, Forrester adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment ” (“SFAS No. 123R”). All of Forrester’s stock options are accounted for as equity instruments and Forrester has five equity plans required to be evaluated under SFAS No. 123R: two employee 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. Prior to January 1, 2006, Forrester followed Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees” and related interpretations in accounting for its stock-based compensation.

Under the provisions of SFAS No. 123R, Forrester recorded approximately $ 1.7 million and $1.9 million of stock-based compensation in the accompanying consolidated statements of income for the three months ended June 30, 2007 and 2006, respectively, and $4.3 million and $3.7 million for the six months ended June 30, 2007 and 2006 included in the following expense categories (in thousands):

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2007				2006				2007				2006
						(as restated)								(as restated)
Cost of services and fulfillment		$	840			$	782			$	2,302			$	1,558
Selling and marketing			532				493				1,211				951
General and administrative			348				581				825				1,151
		$	1,720			$	1,856			$	4,338			$	3,660

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 will vest only if certain pro forma operating margin targets related to full year 2007 performance are achieved. The vesting of these options is over 24 or 36 months, or the options could be forfeited, depending on the actual pro forma operating margin achieved for 2007. As of June 30, 2007, operating performance was expected to result in the options vesting over 36 months and expense was recognized assuming that vesting period for the three months then ended. 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 two years for the year one vest, three years for the year two vest and four years for the year three vest to value these options. The expense related to these options is being recognized on a graded basis.

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. During 2006, operating performance was expected to result in the options vesting over 36 months and expense was recognized for the interim reporting periods of 2006 assuming that vesting period. These options do not meet the criteria of “plain vanilla” options and therefore the simplified method for calculating the expected term of these options could not be used. 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 two years for the year one vest, three years for the year two vest and four years for the year three vest to value these options. The expense related to these options was recognized on a graded basis, with the Company recognizing in 2006 100 percent of the expense related to the first tranche that was expected to vest in year one, 50 percent of the expense related to the portion of the options that was expected to vest in year two, and 33 percent of the expense related to the portion of the options that was expected to vest in year three. The actual pro forma operating margin for 2006 resulted in accelerated vesting of the options over 24 months. The additional compensation expense associated with this accelerated vesting was recognized during the first quarter of 2007 and the unamortized compensation expense as of March 31, 2007, will be recognized over the remaining vesting period.

Forrester utilized the Black-Scholes valuation model for estimating the fair value of the stock-based compensation granted after the adoption of SFAS No. 123R. The weighted-average fair values of the options granted under the stock option plans and shares subject to purchase under the employee stock purchase plan for the three months ended June 30, 2006 were $7.33 and $4.11, respectively. For the three months ended June 30, 2007, the weighted average fair values of the options granted under the stock options was $8.27. For the six months ended June 30, 2006, the weighted average fair values of the options granted under the stock option plans and shares subject to purchase under the employee stock purchase plan were $7.63 and $4.11, respectively. For the six months ended June 30, 2007, the weighted average fair value of the options granted under the stock option plans was $8.34. The option period under the employee stock purchase plan that would have resulted in the purchase of shares at the end of June was terminated and as a result no compensation expense was recognized related to this period for the three and six months ended June 30, 2007. The options granted under the stock option plans and shares subject to the employee stock purchase plan were valued using the following assumptions:

3 Months Ended

3 Months Ended

June 30, 2007

June 30, 2006

Stock

Stock

Employee Stock

Option Plans

Option Plans

Purchase Plan

Average risk-free interest rate

4.6

%

4.9

%

4.5

%

Expected dividend yield

None

None

None

Expected life

3.0 Years

3.5 Years

0.5 Years

Expected volatility

35

%

35

%

23

%

6 Months Ended

6 Months Ended

June 30, 2007

June 30, 2006

Stock

Stock

Employee Stock

Option Plans

Option Plans

Purchase Plan

Average risk-free interest rate

4.6

%

4.8

%

4.5

%

Expected dividend yield

None

None

None

Expected life

3.1 Years

3.9 Years

0.5 Years

Expected volatility

35

%

35

%

23

%

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 using 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 is higher than estimated.

The total intrinsic value of stock options exercised during the three and six months ended June 30, 2007 was $462,000. The total intrinsic value of stock options exercised during the three and six months ended June 30, 2006 was $10.7 and $14.3 million, respectively. The unamortized fair value of stock options as of June 30, 2007 was $8.6 million, with a weighted average remaining recognition period of 1.4 years.

The following table summarizes stock option activity under all stock option plans for the six months ended June 30, 2007 (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, 2006			3,319			$	21.52
Granted			465				28.19
Exercised			(45	)			17.99
Cancelled			(89	)			20.19
Outstanding as of June 30, 2007			3,650			$	22.44				7.05			$	25,287
Exercisable as of June 30, 2007			2,156			$	20.61				5.80			$	19,623

In conjunction with the Financial Accounting Standards Board Staff Position No. FAS 123(R)-3, Transition Election Related to Accounting for the Tax Effects of Share-Based Payment Awards , the Company elected to adopt the alternative transition method for calculating the tax effects of stock-based compensation pursuant to SFAS No. 123R. The alternative transition method includes simplified methods to establish the beginning balance of the additional paid-in capital pool related to the tax effects of employee stock-based compensation, and to determine the subsequent effect on the additional paid-in capital pool and the statements of cash flows of the tax effects of employee stock-based compensation awards that were outstanding upon the adoption of SFAS No. 123R.

Income Taxes

Forrester provides for income taxes on an interim basis according to management’s estimate of the effective tax rate expected to be applicable for the full fiscal year ending December 31, 2007.

In 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Company recognize in its financial statements the impact of a tax position, only if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The Company adopted the provisions of FIN 48 as of the beginning of 2007. As a result of the adoption of FIN 48, the Company recognized a net $233,000 increase to reserves for income taxes, with a corresponding decrease to retained earnings, as of January 1, 2007.

As of January 1, 2007, the total gross amount of reserves for income taxes, which is reported in deferred income tax liability and non-current accrued income tax liability in the consolidated balance sheet as of June 30, 2007, is $506,000. Of that amount, $392,000, if recognized, would affect the Company’s effective tax rate. Any prospective adjustments to our reserves for income taxes will be recorded as an increase or decrease to provision for income taxes and would impact the effective tax rate. In addition, the Company accrues interest and any associated penalties related to reserves for income taxes in provision for income taxes. The gross amount of penalties and interest

accrued as of January 1, 2007 is $114,000. As of June 30, 2007, there were no changes to the Company’s reserves for income taxes that were material to the Company’s consolidated financial statements.

The Company files income tax returns in the U.S. federal jurisdiction, various state and local jurisdictions, and many foreign jurisdictions. A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its reserves for income taxes reflect the most probable outcome. The Company adjusts these reserves, as well as the related interest, in light of changing facts and circumstances. Settlement of any particular tax position may require a cash payment. The resolution of a matter would be recognized as an adjustment to the Company’s provision for income taxes and its effective tax rate in the period of resolution.

The number of years with open tax audits varies depending on the tax jurisdiction. The Company’s major taxing jurisdictions include the U.S., the Netherlands, the United Kingdom and Germany. In the United Kingdom, the 2003 tax year is currently under audit and all subsequent years remain open. The Company does not anticipate the resolution of the 2003 tax year or open subsequent years will significantly impact the Company’s consolidated financial statements.

NOTE 2 — RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS AND STOCK OPTION INVESTIGATION

In its Annual Report on Form 10-K for the year ended December 31, 2006 (“2006 10-K”), the Company restated its Consolidated Balance Sheet as of December 31, 2005, and the related Consolidated Statements of Income, Stockholders’ Equity and Comprehensive Income, and Cash Flows for each of the years ended December 31, 2005 and 2004 as well as the unaudited quarterly financial information for interim periods of 2006 and 2005. The restatement covered three separate matters: (1) the results of the inquiry into the Company’s historical stock option granting practices (2) failure to properly account for the difference in the book and tax basis of goodwill related to a German acquisition in 2000 primarily due to a write-down of goodwill for tax purposes in 2002 and (3) failure to appropriately update management’s estimate of the applicable pre-vesting forfeiture rate, which resulted in the recognition of excess stock-based compensation expense under SFAS No. 123R during 2006 interim periods. All of the 2006 information included in the financial statements included in this Quarterly Report on Form 10-Q reflects the aforementioned restatements. For the three and six months ended June 30, 2006 the aforementioned restatements decreased income from continuing operations and net income by approximately $68,000 and $136,000, respectively. Total cumulative adjustments from the aforementioned restatements for the period from 1998 through December 31, 2006 decreased income from continuing operations and net income by $47.0 and $36.7 million, respectively. Footnote 16 to the consolidated financial statements included in the 2006 10-K contains restated financial information, including restated consolidated balance sheets and statements of income, as well as the effects of the restatement, for the first three quarters of 2006 and all of the interim periods of 2005.

As a result of the stock option investigation, the vesting and/or exercise of certain stock options that were granted on a discounted basis (exercise price is less than the fair market value of the stock on the date of grant) may be subject to Internal Revenue Code section 409A. In February 2007, the Company filed a notice of participation in the voluntary program described in Internal Revenue Service (IRS) Announcement 2007-18, called the Compliance Resolution Program for Employees other than Corporate Insiders for Additional 2006 Taxes Arising under Section 409A due to the Exercise of Stock Rights. The Company also participated in the similar program prescribed by the California Franchise Tax Board. Under these programs, employers pay the requisite additional tax and associated interest and penalties on behalf of employees (and former employees) who exercised discounted stock options in 2006. During 2007, Forrester paid a total of $362,000 to the Internal Revenue Service and the California Franchise Tax Board under these programs.

During the three and six months ended June 30, 2007, the Company incurred approximately $1.1 and $2.5 million, respectively, of fees related to the stock option investigation and the restatement of the Company’s historical financial statements which have been recorded in the caption General and Administrative Expense. While the Company cannot quantify or estimate the amount or timing of all these fees throughout 2007 and into the future, the Company expects that these fees will primarily consist of legal fees, forensic accounting, tax advisory, and other

professional services fees associated with the independent investigation, the restatement, and the SEC’s inquiry into the Company’s stock option granting practices.

NOTE 3 — DISCONTINUED OPERATIONS

On September 26, 2006, Forrester completed the sale of its Ultimate Consumer Panel (“UCP”) product line to Lightspeed Online Research, Inc. for $2.5 million in cash of which $2.25 million was paid at the closing date subject to a working capital adjustment, with the remainder paid in June 2007. The sale resulted in a gain on the disposal (net of tax) of $1.4 million. The sale included the transfer of certain assets, including all UCP customer contracts, historical data, intellectual property, six employees, and licenses as well as certain liabilities arising in the normal course of business. Forrester sold the product line as it was no longer a fit with its core focus on broad, global business and consumer technology data.

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS No. 144”), the financial results of the UCP product line are reported as discontinued operations for all periods presented. The UCP product line had gross revenues for the three and six months ended June 30, 2006 of $626,000, and $1.2 million. Net income for the three and six months ended June 30, 2006 was $135,000 (net of $93,000 of income tax expense) and $248,000 (net of $172,000 of income tax expense), respectively. The financial results of the UCP product line are reported as a single line item of “Income from discontinued operations, net of taxes” for all periods presented. Net assets consisted primarily of accounts receivable and net liabilities consisted primarily of deferred revenue. The net assets and net liabilities of the discontinued operations were not separately stated on the December 31, 2006 balance sheet as management determined the amounts to be immaterial. The financial results of the UCP product line have been reflected as discontinued operations in the consolidated financial statements and related disclosures. The operating results of the UCP product line would have been included in the Marketing and Strategy operating segment (Note 10).

NOTE 4 — INTANGIBLE ASSETS

A summary of Forrester’s amortizable intangible assets as of June 30, 2007 is as follows:

		GROSS CARRYING				ACCUMULATED				NET
		AMOUNT				AMORTIZATION				CARRYING AMOUNT
		(IN THOUSANDS)
Amortized intangible assets:
Customer relationships		$	20,209			$	19,377			$	832
Research content			2,444				2,444				—
Registered trademarks			570				570				—
Subtotal		$	23,223			$	22,391			$	832

Amortization expense related to identifiable intangible assets was approximately $293,000 and $472,000 during the three months ended June 30, 2007 and 2006, respectively, and $685,000 and $1.1 million during the six months ended June 30, 2007 and 2006, 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, 2007		$	603
Year ending December 31, 2008			229
Total		$	832

NOTE 5 — REORGANIZATIONS

In November 2003, Forrester acquired the assets of GigaGroup S.A. (“GigaGroup”). In 2004, in connection with the integration of GigaGroup’s operations, Forrester reduced its workforce by approximately 15 positions and vacated and subleased office space. In 2004, Forrester recorded reorganization charges of approximately $2.5 million related to the workforce reduction, approximately $4.7 million related to the excess of contractual lease commitments over the contracted sublease revenue and $1.9 million related to the write-off of related leasehold improvements and furniture and fixtures.

The activity related to the January 2004 reorganization during the six months ended June 30, 2007 is as follows:

		Accrued as of								Accrued as of
		December 31,				Cash				June 30,
		2006				Payments				2007
		(IN THOUSANDS)
Workforce reduction		$	78			$	—			$	78
Facility consolidation and other related costs			1,061				570				491
Total		$	1,139			$	570			$	569

The accrued costs related to the 2004 reorganizations are expected to be paid by the end of 2007.

NOTE 6 — NET INCOME PER COMMON SHARE

Basic net income per common share for the three and six months ended June 30, 2007 and 2006 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 for the three and six months ended June 30, 2007 and 2006 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,
		2007				2006				2007				2006
		(IN THOUSANDS)
						(as restated)								(as restated)
Basic weighted average common shares outstanding			23,072				21,988				23,065				21,587
Weighted average common equivalent shares			755				838				724				739
Diluted weighted average shares outstanding			23,827				22,826				23,789				22,326

During the three and six month periods ended June 30, 2007 and 2006, approximately 1,092,000 and 1,132,000 and 941,000 and 1,517,000 stock options, respectively, were excluded from the calculation of diluted weighted average shares outstanding as the effect would have been anti-dilutive.

NOTE 7 — COMPREHENSIVE INCOME

The components of total comprehensive income for the three and six months ended June 30, 2007 and 2006 are as follows:

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2007				2006				2007				2006
		(IN THOUSANDS)
						(as restated)								(as restated)
Unrealized gain on available-for-sale securities, net of taxes		$	2,545			$	37			$	2,575			$	104
Cumulative translation adjustment			(217	)			(90	)			(359	)			(172	)
Total other comprehensive income (loss)			2,328				(53	)			2,216				(68	)
Reported net income			4,502				3,783				6,532				5,227
Total comprehensive income		$	6,830			$	3,730			$	8,748			$	5,159

NOTE 8 — 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 months ended June 30, 2007 and 2006, Forrester contributed approximately $113,000 and $125,000 to these investment funds, respectively. During the six months ended June 30, 2007 and 2006, Forrester contributed approximately $113,000 and $563,000 to these investment funds, respectively, resulting in total cumulative contributions of approximately $19.5 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 investee 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, 2007, gross distributions of $313,000 and $613,000, respectively, were recorded and resulted in gains of $197,000 and $371,000, respectively, in the consolidated statements of income. During the three and six months ended June 30, 2006, gross distributions of $223,000 and $498,000, respectively, were recorded and resulted in gains of $170,000 and $369,000, respectively, in the consolidated statements of income. In June 2007, Forrester recorded an impairment of approximately $2.0 million which is included in the consolidated statements of income for the three and six months ended June 30, 2007. During the three and six months ended June 30, 2006 there were no impairments recorded. During the three months and six months ended June 30, 2007 and 2006, fund management charges of approximately $84,000 and $168,000 were included in other income, net for each period in the consolidated statements of income, respectively, bringing the total cumulative fund management charges paid by Forrester to approximately $2.8 million as of June 30, 2007. Fund management charges are recorded as a reduction of the investments’ 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 two years in an annex fund of one of the two private equity investment funds. As of June 30, 2006, $2.0 million had been contributed to the annex fund. The annex fund investment is outside of the scope of the bonus plan described above. 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 investee in excess of 5% and, accordingly, Forrester records its share of the investee’s operating results each period. In the three months ended June 30, 2007 and 2006, Forrester recorded impairments of approximately $123,000 and $162,000, respectively, which is included in the consolidated statements of income for the three and six months ended June 30, 2007 and 2006. During the three months ended June 30, 2007 the Company recorded an impairment of $123,000. During the three months ended June 30, 2007, Forrester received a distribution of $39,000 which was accounted for as a return of capital.

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 such 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 9 — STOCK REPURCHASE

In February 2005, the Board of Directors authorized the repurchase of up to an additional $50.0 million of common stock. The shares repurchased may be used, among other things, in connection with Forrester’s employee stock option and stock purchase plans and for potential acquisitions. As of June 30, 2007, Forrester had repurchased approximately 4.8 million shares of common stock at an aggregate cost of approximately $85.8 million.

NOTE 10 — OPERATING SEGMENT AND ENTERPRISE WIDE REPORTING

Through December 31, 2006, Forrester’s operations were managed within the following three operating groups: (i) Americas, (ii) Europe, Middle East and Africa (EMEA) and (iii) Asia Pacific. As of January 1, 2007, Forrester was reorganized into three 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. Amounts included in the “Other” segment include the operations of shared European and emerging markets’ sales forces, shared events sales and production departments, client services, and other shared services tasked with supporting the three client groups. 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, non-cash stock-based compensation expense, general and administrative expenses, depreciation expense and amortization of intangibles. 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 making decisions in the allocation of resources.

The following tables present information about reportable segments. Segment information for the three and six months ended June 30, 2006 has been restated to conform to the current year’s presentation.

		IT				TI				M&S				Other				Consolidated
Three months ended June 30, 2007
Revenue		$	21,652			$	16,199			$	11,420			$	5,914			$	55,185
Direct Margin			11,047				9,275				4,962				(3,995	)			21,289
Corporate expenses																			14,212
Amortization of intangible assets																			293
Income from continuing operations																		$	6,784
Three months ended June 30, 2006 (as restated)
Revenue		$	19,409			$	14,324			$	9,812			$	4,313			$	47,858
Direct Margin			9,858				8,465				3,103				(3,632	)			17,794
Corporate expenses																			11,771
Amortization of intangible assets																			472
Income from continuing operations																		$	5,551

		IT				TI				M&S				Other				Consolidated
Six months ended June 30, 2007
Revenue		$	42,784			$	31,576			$	21,635			$	6,507			$	102,502
Direct Margin			22,645				18,315				9,142				(11,004	)			39,098
Corporate expenses																			30,340
Amortization of intangible assets																			685
Income from continuing operations																		$	8,073
Six months ended June 30, 2006 (as restated)
Revenue		$	37,307			$	27,533			$	18,861			$	4,750			$	88,451
Direct Margin			18,516				16,405				5,755				(9,605	)			31,071
Corporate expenses																			22,769
Amortization of intangible assets																			1,124
Income from continuing operations																		$	7,178

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,
		2007				2006				2007				2006
		(IN THOUSANDS)
						(as restated)								(as restated)
United States		$	38,850			$	33,695			$	72,208			$	61,899
Europe (excluding United Kingdom)			6,000				6,569				11,446				11,099
United Kingdom			5,081				3,171				8,603				6,665
Canada			3,017				2,110				5,778				4,236
Other			2,237				2,313				4,467				4,552
		$	55,185			$	47,858			$	102,502			$	88,451

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2007				2006				2007				2006
						(as restated)								(as restated)
United States			70	%			71	%			71	%			70	%
Europe (excluding United Kingdom)			11				14				11				12
United Kingdom			9				6				8				8
Canada			6				4				6				5
Other			4				5				4				5
			100	%			100	%			100	%			100	%

NOTE 11 — AVAILABLE -FOR-SALE INVESTMENT

Forrester owns common stock in ComScore Networks, Inc. (“comScore”), a provider of infrastructure services which utilizes proprietary technology to accumulate comprehensive information on consumer buying behavior. In June 2007, comScore completed an initial public offering of its common stock. As of June 30, 2007, the investment of approximately $2.9 million, which is included in available-for-sale securities in the accompanying consolidated balance sheet, is stated at fair market value with any unrealized gains and losses reported as a component of accumulated other comprehensive income. As of June 30, 2007, approximately $2.6 million of unrealized gain was recorded as a component of other comprehensive income.

NOTE 12 — RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), which establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. The statement applies under other accounting pronouncements that require or permit fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007; therefore the Company will begin to apply the standard in its fiscal year commencing January 1, 2008. The Company is in the process of evaluating the impact, if any, that SFAS No. 157 will have on its financial position or results of operations.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115” (“SFAS No. 159”). SFAS No. 159 permits entities to choose to measure many financial instruments and certain other items at fair value at specified election dates. If the fair value option is elected, a business entity shall report unrealized gains and losses on elected items in earnings at each subsequent reporting date. Upon initial adoption of this Statement an entity is permitted to elect the fair value option for available-for-sale and held-to-maturity securities previously accounted for under SFAS No. 115, Accounting for Certain Investments in Debt and Equity Securities. The effect of reclassifying those securities into the trading category should be included in a cumulative-effect adjustment of retained earnings and not in current-period earnings and should be separately disclosed. SFAS No. 159 is effective as of the beginning of the first fiscal year that begins after November 15, 2007. The Company has not yet determined the effect, if any, that the application of SFAS No. 159 will have on its consolidated financial statements.

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

OVERVIEW

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “anticipates,” “intends,” “plans,” “estimates,” or similar expressions are intended to identify these forward-looking statements. These statements include, but are not limited to, statements about the adequacy of our liquidity and capital resources and the success of and demand for our research and advisory products and services. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future activities and results of operations to be materially different from those set forth in the forward-looking statements. Important factors that could cause actual future activities and results to differ include, among others, our ability to anticipate trends in technology spending in the marketplace and business and economic conditions, market trends, competition, the ability to attract and retain professional staff, possible variations in our quarterly operating results, 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. 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 available through what we refer to as Research, Data, Consulting, and Community offerings. 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 offered through our Data, Consulting and Community products and services to supplement their memberships to our research. Billings attributable to advisory services are initially recorded as deferred revenue and are recognized as revenue when delivered. 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, employee benefits, non-cash stock-based compensation expense, travel expenses, promotional costs, sales commissions, and other costs incurred in marketing and selling our products and services. General and administrative expenses include the costs of the technology, operations, finance, and strategy groups and our other administrative functions, including salaries, bonuses, employee benefits and 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.

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, 2007. We calculate client retention as the number of client companies who renewed with memberships during the most recent twelve-month period as a percentage of those that would have expired during the 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								Absolute				Percentage
		June 30,								Increase				Increase
		2007				2006				(Decrease)				(Decrease)
Deferred Revenue (in millions)		$	92.0			$	80.3				11.7				15	%
Agreement Value (in millions)		$	173.9			$	154.4				19.5				13	%
Client Retention			76	%			78	%			(2	)			(3	)%
Dollar Retention			87	%			86	%			1				1	%
Enrichment			106	%			110	%			(4	)			(4	)%
Number of clients			2,364				2,172				192				9	%

The increase in deferred revenue and agreement value from June 30, 2006 to June 30, 2007 is primarily due to increases in the number of clients and in the average contract size of research only contracts. The average contract size for annual memberships for research only contracts at June 30, 2007 was approximately $42,800, an increase of 5% from $40,800 at June 30, 2006. The client retention decrease reflects a greater proportion of new business contracts in 2006 relative to other expiring contracts than historically experienced, and new business contracts typically renew at lower rates. The decrease in client retention as well as in enrichment also reflects lower than historical renewal and enrichment rates in Europe and Asia Pacific due in part to organizational re-alignment.

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 and taxes. 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.

We consider the following accounting policies to be those that require the most subjective judgment or those most important to the portrayal of our financial condition and results of operations. If actual results differ significantly from management’s estimates and projections, there could be a material effect on our financial statements. This is not a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP, with no need for management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. For further discussion of the application of these and our other accounting policies, see Management’s Discussion and Analysis of Financial Condition and Results of Operations and the notes to consolidated financial statements in our 2006 10-K.

•

REVENUE RECOGNITION. We generate revenues from licensing research, performing advisory services, hosting events and selling annual memberships. We execute contracts that govern the terms and conditions of each arrangement. Revenues from contracts that contain multiple deliverables are allocated among the separate units based on their relative fair values; however, the amount recognized is limited to the amount that is not contingent on future performance conditions. Research service revenues are recognized ratably over the term of the agreement. Advisory service revenues are recognized during the period in which the customer receives the agreed upon deliverable. Revenues from Forrester teleconferences and reimbursed out of pocket expenses are recorded as advisory service revenues. Event revenues are recognized upon completion of the events. Annual memberships which include access to our research, unlimited phone or email analyst inquiry, unlimited participation in Forrester’s teleconferences, and the right to attend one event, are accounted for as one unit of accounting and recognized ratably as research services revenue over the membership period. We offer our clients a money back guarantee, which gives them the right to cancel their contracts prior to the end of the contract

term. For contracts that are terminated during the contract term, refunds would be issued for unused products or services. Furthermore, our revenue recognition determines the timing of commission expenses that are deferred and recorded as expense as the related revenue is recognized. We evaluate the recoverability of deferred commissions at each balance sheet date.

•		NON-CASH STOCK-BASED COMPENSATION. Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment” (“SFAS No. 123R”). Prior to SFAS No. 123R adoption, we accounted for share-based payments under APB No. 25. SFAS No. 123R requires the recognition of the fair value of stock-based compensation in net income. To determine the fair value of stock- based compensation, SFAS No. 123R requires significant judgment and the use of estimates, particularly surrounding assumptions such as stock price volatility and expected option lives and forfeiture rates. The assumptions used in calculating the fair value of share-based awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if circumstances change and we use different assumptions, our stock-based compensation expense could be materially different in the future.
		The development of an expected life assumption involves projecting employee exercise behaviors (expected period between stock option vesting dates and stock option exercise dates). We are also required to estimate future forfeitures for recognition of stock-based compensation expense. We will record additional expense if the actual forfeitures are lower than estimated and will record a recovery of prior expense if the actual forfeitures are higher than estimated. The actual expense recognized over the vesting period will only be for those shares that vest. If our actual forfeiture rate is materially different from our estimate, the actual stock-based compensation expense could be significantly different from what we have recorded in the current period.
		We determined the actual measurement dates for historical stock option grants using the approach described in the Explanatory Note on page 2 of the 2006 10-K and in note 2 to the consolidated financial statements included in the 2006 10-K. The use of a different approach could have resulted in different measurement dates, with exercise prices that may have resulted in more or less compensation expense to the Company.
•		ALLOWANCE FOR DOUBTFUL ACCOUNTS. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make contractually obligated payments that totaled approximately $865,000 as of June 30, 2007. Management specifically analyzes accounts receivable and historical bad debts, customer concentrations, current economic trends, and changes in our customer payment terms when evaluating the adequacy of the allowance for doubtful accounts. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required, and if the financial condition of our customers were to improve, the allowances may be reduced accordingly.
•		NON-MARKETABLE INVESTMENTS. We hold minority interests in technology-related companies and equity investment funds. These investments are in companies that are not publicly traded, and, therefore, because no established market for these securities exists, the estimate of the fair value of our investments requires significant judgment. We have a policy in place to review the fair value of our investments on a regular basis to evaluate the carrying value of the investments in these companies which consists primarily of reviewing the investee’s revenue and earnings trends relative to predefined milestones and overall business prospects. We record impairment charges when we believe that an investment has experienced a decline in value that is other than temporary. Future adverse changes in market conditions or poor operating results of underlying investments could result in losses or an inability to recover the carrying value of the investments that may not be reflected in an investment’s current carrying value, thereby possibly requiring an impairment charge in the future.
•		GOODWILL AND INTANGIBLE ASSETS AND OTHER LONG-LIVED ASSETS. We have goodwill and identified intangible assets with finite lives related to our acquisitions. SFAS No. 142, “Goodwill and Other Intangible Assets,” requires that goodwill and intangible assets with indefinite lives no longer be amortized but instead be measured for impairment at least annually or whenever events indicate that there may be an impairment. In order to determine if an impairment exists, we compare the reporting unit’s carrying value to the reporting unit’s fair value. Determining the reporting unit’s fair value requires us to make estimates on our market conditions and operational performance. Absent an event that indicates a specific impairment may exist,

		we have selected November 30th as the date of performing the annual goodwill impairment test. As of June 30, 2007, we believe that the carrying value of our goodwill is not impaired. Future events could cause us to conclude that impairment indicators exist and that goodwill associated with our acquired businesses is impaired. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.
		Intangible assets with finite lives are valued according to the future cash flows they are estimated to produce. These assigned values are amortized on an accelerated basis which matches the periods those cash flows are estimated to be produced. Tangible assets with finite lives consist of property and equipment, which are depreciated and amortized over their estimated useful lives. We continually evaluate whether events or circumstances have occurred that indicate that the estimated remaining useful life of our identifiable intangible and long-lived tangible assets may warrant revision or that the carrying value of these assets may be impaired. To compute whether intangible assets have been impaired, the estimated undiscounted future cash flows for the estimated remaining useful life of the assets are compared to the carrying value. To the extent that the future cash flows are less than the carrying value, the assets are written down to the estimated fair value of the asset.
•		INCOME TAXES. We have deferred tax assets related to temporary differences between the financial statement and tax bases of assets and liabilities as well as operating loss carryforwards (primarily from stock option exercises and the acquisition of Giga). In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible and before the carryforwards expire. Although realization is not assured, based upon the level of our historical taxable income and projections for our future taxable income over the periods during which the deferred tax assets are deductible and the carryforwards expire, management believes it is more likely than not that we will realize the benefits of these deferred tax assets. The amount of the deferred tax asset considered realizable, however, could be reduced if our estimates of future taxable income during the carry-forward periods are incorrect.
		In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes—an interpretation of SFAS Statement No. 109,” (“FIN 48”) which seeks to reduce the significant diversity in practice associated with certain aspects of measurement and recognition in accounting for income taxes. FIN 48 prescribes a recognition threshold and measurement attribute for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The provisions of FIN 48 are effective for fiscal years beginning after December 15, 2006. Upon adoption, the cumulative effect of any changes in net assets resulting from the application of FIN 48 was recorded as an adjustment to retained earnings. We adopted FIN 48 in the first quarter of 2007 and the impact of the adoption of FIN 48 is discussed in Note 1 to our consolidated financial statements.

RESULTS OF OPERATIONS

The following table sets forth selected financial data as a percentage of total revenues for the periods indicated:

		THREE MONTHS ENDED								SIX MONTHS ENDED
		JUNE 30,								JUNE 30,
		2007				2006				2007				2006
						(as restated)								(as restated)
Research services			58	%			58	%			62	%			62	%
Advisory services and other			42				42				38				38
Total revenues			100				100				100				100
Cost of services and fulfillment			39				41				40				42
Selling and marketing			32				32				34				34
General and administrative			14				12				15				13
Depreciation			2				2				2				2
Amortization of intangible assets			1				1				1				1
Income from continuing operations			12				12				8				8
Other income, net			4				3				4				3
(Impairments)gains from non-marketable investments, net			(4	)			—				(2	)			—
Income before from continuing operations before income tax provision			12				15				10				11
Income tax provision			4				7				4				5
Income from continuing operations			8	%			8	%			6	%			6	%
Income from discontinued operations, net of taxes			—				—				—				—
Net income			8	%			8	%			6	%			6	%

THREE MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006

REVENUES.

		THREE MONTHS
		ENDED
		JUNE 30,								Absolute				Percentage
		2007				2006				Increase				Increase
						(as restated)				(as restated)				(as restated)
Revenues (in millions)		$	55.2			$	47.9				7.3				15	%
Revenues from research services (in millions)		$	32.1			$	27.8				4.3				15	%
Advisory services and other revenues (in millions)		$	23.1			$	20.1				3.0				15	%
Revenues attributable to customers outside of the United States (in millions)		$	16.3			$	14.2				2.1				15	%
Revenues attributable to customers outside of the United States as a percentage of total revenues			30	%			29	%			1				3	%
Number of clients			2,364				2,172				192				9	%
Number of research employees			320				286				34				12	%
Number of events			5				3				2				67	%

The increase in total revenues and in research services revenues is primarily due to an increase in the number of clients resulting from an increase in sales personnel, favorable exchange rates, an increase in the number of events, reduced discounting and increased prices. Excluding the impact of exchange rates, revenues would have increased by 13%. No single client company accounted for more than 2% of revenues during the three months ended June 30, 2007 or 2006.

The increase in advisory services and other revenues is primarily attributable to increased research personnel available to deliver advisory services as well as to an increase in event sponsorship and attendance.

International revenues increased 15% to $16.3 million in the three months ended June 30, 2007 from $14.2 million in the three months ended June 30, 2006 primarily due to the effects of foreign currency translation. The increase in international revenues as a percentage of total revenues is primarily attributable to the effects of foreign currency translation.

COST OF SERVICES AND FULFILLMENT.

		THREE MONTHS ENDED								Absolute				Percentage
		JUNE 30,								Increase				Increase
		2007				2006				(Decrease)				(Decrease)
						(as restated)				(as restated)				(as restated)
Cost of services and fulfillment (in millions)		$	21.6			$	19.9				1.7				9	%
Cost of services and fulfillment as a percentage of total revenues			39	%			41	%			(2	)			(5	)%
Number of research and fulfillment employees			393				356				37				10	%

The increase in cost of services and fulfillment is primarily attributable to increased compensation and benefits costs resulting from an increase in average headcount and annual increases in compensation costs. The decrease in cost of services and fulfillment as a percentage of total revenues is primarily attributable to an increased revenue base.

SELLING AND MARKETING.

		THREE MONTHS ENDED
		JUNE 30,								Absolute				Percentage
		2007				2006				Increase				Increase
						(as restated)				(as restated)				(as restated)
Selling and marketing expenses (in millions)		$	17.8			$	15.3				2.5				16	%
Selling and marketing expenses as a percentage of total revenues			32	%			32	%			—				—	%
Number of selling and marketing employees			326				289				37				13	%

The increase in selling and marketing expenses is primarily attributable to increased compensation and benefits costs resulting from an increase in average headcount and annual increases in compensation costs.

GENERAL AND ADMINISTRATIVE.

		THREE MONTHS ENDED
		JUNE 30,								Absolute				Percentage
		2007				2006				Increase				Increase
						(as restated)				(as restated)				(as restated)
General and administrative expenses (in millions)		$	7.8			$	5.7				2.1				37	%
General and administrative expenses as a percentage of total revenues			14	%			12	%			2				17	%
Number of general and administrative employees			129				107				22				21	%

The increase in general and administrative expenses is primarily attributable to increased professional fees associated with the stock option investigation and restatement of our financial statements. The increase in general and administrative expenses is also due to increased compensation and benefits costs resulting from an increase in average headcount and annual increases in compensation costs.

DEPRECIATION. Depreciation expense increased 2% to $932,000 in the three months ended June 30, 2007 from $916,000 in the three months ended June 30, 2006. The increase is primarily attributable to depreciation expense related to computer and software purchases.

AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets decreased to $293,000 in the three months ended June 30, 2007 from $472,000 in the three months ended June 30, 2006. This decrease in amortization expense is attributable to the accelerated method we are using to amortize our acquired intangible assets according to the expected cash flows to be received from these assets.

OTHER INCOME, NET. Other income, net, consisting primarily of interest income, increased 62% to approximately $2.1 million in the three months ended June 30, 2007 from approximately $1.3 million in the three months

ended June 30, 2006. The increase is primarily due to an increase in the average cash and investment balances available for investment in 2007 as compared to 2006 and to higher returns on invested capital.

(IMPAIRMENTS) GAINS FROM NON-MARKETABLE INVESTMENTS, NET. Net impairments from non-marketable investments totaled $2.0 million for the three months ended June 30, 2007. Net gains from non-marketable investments were $8,000 in the three months ended June 30, 2006.

PROVISION FOR INCOME TAXES. During the three months ended June 30, 2007, we recorded an income tax provision of approximately $2.4 million, which reflected an effective tax rate of 35%. During the three months ended June 30, 2006, we recorded an income tax provision of approximately $3.2 million, which reflected an effective tax rate of 47%. The decrease in our effective tax rate for fiscal year 2007 resulted primarily from a higher percentage of non-taxable interest income as a percentage of overall income and a reduction in projected non-deductible annual stock-based compensation expense in 2007 as compared to 2006.

SIX MONTHS ENDED JUNE 30, 2007 AND JUNE 30, 2006

REVENUES.

		SIX MONTHS ENDED								Absolute				Percentage
		JUNE 30,								Increase				Increase
		2007				2006				(Decrease)				(Decrease)
						(as restated)				(as restated)				(as restated)
Revenues (in millions)		$	102.5			$	88.5				14.0				16	%
Revenues from research services (in millions)		$	63.4			$	54.6				8.8				16	%
Advisory services and other revenues (in millions)		$	39.1			$	33.9				5.2				15	%
Revenues attributable to customers outside of the United States (in millions)		$	30.3			$	26.6				3.7				14	%
Revenues attributable to customers outside of the United States as a percentage of total revenues			29	%			30	%			(1	)			(3	)%
Number of clients			2,364				2,172				192				9	%
Number of research employees			320				286				34				12	%
Number of events			6				4				2				50	%

The increase in total revenues and in research services revenues is primarily attributable to an increase in the number of clients resulting from an increase in sales personnel, favorable exchange rates, reduced discounting and increased prices. Excluding the impact of exchange rates, revenues for the six month period ended June 30, 2007 would have increased 14%. No single client company accounted for more than 3% of revenues during the six months ended June 30, 2007 or 2006.

The increase in advisory services and other revenues is primarily attributable to increased demand for more customized services and increased research personnel available to deliver advisory services as well as to an increase in event sponsorship revenue.

International revenues increased 14% to $30.3 million in the six months ended June 30, 2007 from $26.6 million in the six months ended June 30, 2006 primarily due to favorable exchange rates. The decrease in international revenues as a percentage of total revenues is primarily attributable to demand for our products and services growing at a faster rate domestically than internationally.

COST OF SERVICES AND FULFILLMENT.

		SIX MONTHS ENDED								Absolute				Percentage
		JUNE 30,								Increase				Increase
		2007				2006				(Decrease)				(Decrease)
						(as restated)				(as restated)				(as restated)
Cost of services and fulfillment (in millions)		$	41.5			$	37.2				4.3				12	%
Cost of services and fulfillment as a percentage of total revenues			40	%			42	%			(2	)			(5	)%
Number of research and fulfillment employees			393				356				37				10	%

The increase in cost of services and fulfillment is primarily attributable to increased compensation and benefits costs resulting from an increase in average headcount and annual increases in compensation costs and an increase in non-cash stock-based compensation expense under SFAS No. 123R. The decrease in cost of services and fulfillment as a percentage of total revenues is primarily attributable to an increased revenue base.

SELLING AND MARKETING.

		SIX MONTHS ENDED
		JUNE 30,								Absolute				Percentage
		2007				2006				Increase				Increase
						(as restated)				(as restated)				(as restated)
Selling and marketing expenses (in millions)		$	34.9			$	29.8				5.1				17	%
Selling and marketing expenses as a percentage of total revenues			34	%			34	%			—				—	%
Number of selling and marketing employees			326				289				37				13	%

The increase in selling and marketing expenses is primarily attributable to increased compensation and benefits costs resulting from an increase in average headcount and annual increases in compensation costs.

GENERAL AND ADMINISTRATIVE.

		SIX MONTHS ENDED
		JUNE 30,								Absolute				Percentage
		2007				2006				Increase				Increase
						(as restated)				(as restated)				(as restated)
General and administrative expenses (in millions)		$	15.5			$	11.3				4.2				37	%
General and administrative expenses as a percentage of total revenues			15	%			13	%			2				15	%
Number of general and administrative employees			129				107				22				21	%

The increase in general and administrative expenses in dollars and as a percentage of total revenues is primarily attributable to an increase in professional fees associated with the stock option investigation and restatement of our financial statements. Also contributing to the increase in general and administrative expenses was increased compensation and benefits costs resulting from an increase in average headcount and annual increases in compensation costs.

DEPRECIATION. Depreciation expense increased 3% to approximately $1.9 million in the six months ended June 30, 2007 from approximately $1.8 million in the six months ended June 30, 2006. The increase is primarily attributable to depreciation expense related to computer and software purchases.

AMORTIZATION OF INTANGIBLE ASSETS. Amortization of intangible assets decreased to $685,000 in the six months ended June 30, 2007 from approximately $1.1 million in the six months ended June 30, 2006. This decrease in amortization expense is attributable to the accelerated method we are using to amortize our acquired intangible assets according to the expected cash flows to be received from these assets.

OTHER INCOME, NET. Other income, net, consisting primarily of interest income, increased 74% to approximately $4.0 million in the six months ended June 30, 2007 from approximately $2.3 million in the six months ended June 30, 2006. The increase is primarily due to an increase in the average cash and investment balances available for investment in 2007 as compared to 2006 and to higher returns on invested capital.

(IMPAIRMENTS) GAINS FROM NON-MARKETABLE DISCOUNTS, NET. Net impairments from non-marketable investments totaled $1.8 million during the six months ended June 30, 2007. Net gains on distributions from non-marketable investments totaled approximately $207,000 during the six months ended June 30, 2006.

PROVISION FOR INCOME TAXES. During the six months ended June 30, 2007, we recorded an income tax provision of approximately $3.7 million, which reflected an effective tax rate of 36%. During the six months ended June 30, 2006, we recorded an income tax provision of approximately $4.7 million, which reflected an effective tax rate of 49%. The decrease in our effective tax rate for fiscal year 2007 resulted primarily from a higher percentage of non-taxable interest income as a percentage of overall income and a reduction in projected non-deductible annual stock-based compensation expense in 2007 as compared to 2006.

LIQUIDITY AND CAPITAL RESOURCES

We have financed our operations primarily through funds generated from operations. Memberships for research services, which constituted approximately 62% of our revenues during the six months ended June 30, 2007, are annually renewable and are generally payable in advance. We generated cash from continuing operations of $26.1 million and $27.2 million during the six months ended June 30, 2007 and 2006, respectively.

During the six months ended June 30, 2007, we used $25.1 million of cash in investing activities, consisting primarily of $23.5 million used in net purchases of available-for-sale securities. We regularly invest excess funds in short-and intermediate-term interest-bearing obligations of investment grade.

In June 2000, we committed to invest $20.0 million in two technology-related private equity investment funds over an expected period of five years. As of June 30, 2007, we had contributed approximately $19.5 million to the funds. The timing and amount of future contributions are entirely within the discretion of the investment funds. In July 2000, we adopted a cash bonus plan to pay bonuses, after the return of invested capital, measured by the proceeds of a portion of the share of net profits from these investments, if any, to certain key employees who must remain employed with us at the time any bonuses become payable under the plan, subject to the terms and conditions of the 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. To date, we have not paid any bonuses under this plan.

We generated cash from financing activities of $811,000 and $24.2 million during the six months ended June 30, 2007 and June 30, 2006, respectively. The decrease in cash provided from financing activities is primarily attributable to a decrease in proceeds from exercises of employee stock options offset by a decrease in repurchases of our common stock.

In February 2005, our Board of Directors authorized an additional $50.0 million to purchase common stock under the stock repurchase program. We did not repurchase any shares during the six months ended June 30, 2007. As of June 30, 2007, we had cumulatively repurchased 4.8 million shares of common stock at an aggregate cost of approximately $85.8 million.

As of June 30, 2007, we had cash and cash equivalents of $41.2 million and available-for-sale securities of $194.7 million. We do not have a line of credit and do not anticipate the need for one in the foreseeable future. We plan to continue to introduce new products and services and expect to make minimal investments in our infrastructure during the next 12 months. We believe that our current cash balance, available-for-sale securities, and cash flows from operations will satisfy working capital, financing activities, and capital expenditure requirements for at least the next two years.

As of June 30, 2007, we had future contractual obligations as follows*:

		FUTURE PAYMENTS DUE BY YEAR
CONTRACTUAL OBLIGATIONS		TOTAL				2007				2008				2009				2010				2011				Thereafter
		(IN THOUSANDS)
Operating leases		$	29,929			$	4,614			$	7,230			$	7,066			$	6,922			$	3,784			$	313

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The following discussion about our market risk disclosures involves forward-looking statements. Actual results could differ materially from those projected in the forward-looking statements. We are exposed to market risk related to changes in interest rates and foreign currency exchange rates. We do not use derivative financial instruments for speculative or trading purposes.

INTEREST RATE SENSITIVITY. We maintain an investment portfolio consisting mainly of federal, state and municipal government obligations and corporate obligations, with a weighted-average maturity of less than one year. These available-for-sale securities are subject to interest rate risk and will decline in value if market interest rates increase. We have the ability to hold our fixed income investments until maturity (except for any future acquisitions or mergers). Therefore, we would not expect our operating results or cash flows to be affected to any significant degree by a sudden change in market interest rates on our securities portfolio. The following table provides information about our investment portfolio. For investment securities, the table presents principal cash flows and related weighted-average interest rates by expected maturity dates.

Principal amounts by expected maturity in U.S. dollars are as follows:

		FAIR VALUE
		AT JUNE 30,
		2007				FY 2007				FY 2008				FY 2009				FY 2010
Cash equivalents		$	10,413			$	10,413			$	—			$	—			$	—
Weighted average interest rate			4.94	%			4.94	%			—				—				—
Federal agency obligations		$	998			$	998			$	—			$	—			$	—
State and municipal agency obligations			187,080				128,687				27,034				28,000				3,359
Corporate obligations			3,667				3,667				—				—				—
Total Investments		$	191,745			$	133,352			$	27,034			$	28,000			$	3,359
Weighted average interest rate			3.75	%			3.80	%			3.64	%			3.63	%			3.66	%
Total portfolio		$	202,158			$	143,765			$	27,034			$	28,000			$	3,359
Weighted average interest rate			3.81	%			3.88	%			3.64	%			3.63	%			3.66	%