ITEM 7.01 REGULATION FD DISCLOSURE.
Incorporated by reference into this Current Report on Form 8-K is the
briefing presentation used by certain executive officers of the Registrant on
June 16, 2009, attached hereto as Exhibit 99.1.
This information is being furnished and shall not be deemed to be "filed" for
the purposes of Section 18 of, or otherwise regarded as filed under, the
Securities Exchange Act of 1934, as amended. The information contained in this
report shall not be incorporated by reference into any filing of Forrester
Research, Inc. with the Securities and Exchange Commission, whether made before
or after the date hereof, regardless of any general incorporation language in
any such filings.
Forrester believes that pro forma financial results provide investors with
consistent and comparable information to aid in the understanding of Forrester's
ongoing business. Forrester uses pro forma financial information to manage its
business, including use of pro forma financial results as the basis for setting
targets for various compensation programs. Our pro forma presentation excludes
the following, as well as their related tax effects:
Amortization of intangibles-we exclude the effect of the amortization of
intangibles from our pro forma results in order to more consistently present our
ongoing results of operations.
Impairments of and gains related to non-marketable securities and gains from
sales of marketable securities-we have consistently excluded both one-time gains
and one-time write-offs related to our investments in non-marketable securities
and sales of marketable securities from our pro forma results in order to keep
quarter-over-quarter and year-over-year comparisons consistent.
Non-cash stock-based compensation expense-we exclude the stock-based
compensation impact of SFAS 123R from our pro forma results in order to keep
quarter-over-quarter and year-over-year comparisons consistent.
Expenses related to the Company's stock option investigation and the restatement
of the Company's historical financial statements are also not included in our
pro forma results in order to keep quarter-over-quarter and year-over year
comparisons consistent.
Reorganization costs associated with the Company's reduction in force announced
in February 2009 are not included in our pro forma results in order to keep
quarter-over-quarter and year-over year comparisons consistent.
However, these measures should be considered in addition to, not as a
substitute for, or superior to, operating income or other measures of financial
performance prepared in accordance
Table of Contents
with generally accepted accounting principles as more fully discussed in our
financial statements and filings with the Securities and Exchange Commission.
This Form 8-K, including the exhibits hereto, contains forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to, Forrester's financial
and operating targets for the quarterly periods of 2009 and full-year 2009.
These statements are based on Forrester's 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, Forrester's ability to
respond to business and economic conditions, particularly in light of the
continuing global economic downturn, technology spending, market trends,
competition, industry consolidation, the ability to attract and retain
professional staff, possible variations in Forrester's quarterly operating
results, any cost savings related to reductions in force and associated actions,
risks associated with Forrester's ability to offer new products and services,
and Forrester's dependence on renewals of its membership-based research services
and on key personnel. Forrester undertakes no obligation to update publicly any
forward-looking statements, whether as a result of new information, future
events, or otherwise. For further information, please refer to Forrester's
reports and filings with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
Exhibit 99.1 Briefing presentation used by certain executive officers of the registrant
on June 16, 2009.
Table of Contents