UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
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Former name, former address and formal fiscal year, if changed since last report: Not applicable
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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As of November 6, 2023 the registrant had
TABLE OF CONTENTS
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PART I. |
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Item 1. |
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3 |
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Condensed Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022 |
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5 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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37 |
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Item 4. |
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38 |
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PART II. |
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Item 1. |
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39 |
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Item 1A. |
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39 |
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Item 2. |
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Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities |
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40 |
Item 5. |
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40 |
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Item 6. |
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41 |
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42 |
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
TechTarget, Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
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September 30, |
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December 31, |
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Assets |
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(Unaudited) |
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(Unaudited) |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Goodwill |
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Intangible assets, net |
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Operating lease assets with right-of-use |
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Deferred tax assets |
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Other assets |
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Total assets |
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$ |
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$ |
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Liabilities and Stockholders’ Equity |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Current operating lease liabilities |
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Accrued expenses and other current liabilities |
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Accrued compensation expenses |
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Income taxes payable |
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Contract liabilities |
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Total current liabilities |
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Non-current operating lease liabilities |
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Convertible senior notes |
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Deferred tax liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Preferred stock, $ |
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Common stock, $ |
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Treasury stock, at cost; |
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Additional paid-in capital |
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Accumulated other comprehensive loss |
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Retained earnings |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
3
TechTarget, Inc.
Condensed Consolidated Statements of Income and Comprehensive Income
(in thousands, except per share data)
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For the Three Months Ended |
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For the Nine Months Ended |
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September 30, |
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September 30, |
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2023 |
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2022 |
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2023 |
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2022 |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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(Unaudited) |
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Revenue |
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$ |
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$ |
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$ |
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$ |
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Cost of revenue(1) |
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Amortization of acquired technology |
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Gross profit |
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Operating expenses: |
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Selling and marketing(1) |
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Product development(1) |
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General and administrative(1) |
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Depreciation, excluding depreciation of $ |
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Amortization |
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Total operating expenses |
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Operating income |
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Interest and other income (expense), net |
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( |
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Gain from early extinguishment of debt |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Unrealized gain (loss) on investments (net of tax provision effect of $ |
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$ |
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$ |
( |
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$ |
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Foreign currency translation gain (loss) |
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( |
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( |
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( |
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Other comprehensive income (loss) |
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( |
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( |
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( |
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Comprehensive income (loss) |
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$ |
( |
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$ |
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$ |
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$ |
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Net income per common share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Weighted average common shares outstanding: |
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Basic |
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Diluted |
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Cost of revenue |
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$ |
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$ |
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$ |
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$ |
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Selling and marketing |
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$ |
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$ |
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$ |
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$ |
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Product development |
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$ |
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$ |
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$ |
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$ |
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General and administrative |
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$ |
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$ |
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$ |
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$ |
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See accompanying Notes to Condensed Consolidated Financial Statements.
4
TechTarget, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share and per share data)
(Unaudited)
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Common Stock |
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Treasury Stock |
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Number of |
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$0.001 |
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Number of |
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Cost |
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Additional |
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Accumulated |
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Retained |
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Total |
Balance, December 31, 2022 |
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$ |
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$( |
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$ |
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$( |
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$ |
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$ |
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Issuance of common stock from exercise of options |
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— |
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— |
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— |
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— |
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Issuance of common stock from restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Purchase of common stock through stock buyback |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Impact of net settlements |
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— |
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— |
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( |
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— |
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— |
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( |
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Excise Tax on repurchased shares |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
Stock-based compensation expense(1) |
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— |
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— |
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— |
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— |
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— |
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— |
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Comprehensive income: |
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Unrealized gain on investments |
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— |
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— |
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— |
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— |
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— |
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— |
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Unrealized gain on foreign currency exchange |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, March 31, 2023 |
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$ |
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$( |
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$ |
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$( |
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$ |
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$ |
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Issuance of common stock from employee stock purchase plan |
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— |
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— |
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— |
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— |
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— |
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Issuance of common stock from restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Purchase of common stock through stock buyback |
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— |
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— |
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( |
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— |
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— |
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— |
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( |
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Excise Tax on repurchased shares |
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— |
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— |
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— |
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— |
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( |
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— |
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— |
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( |
Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Comprehensive income (loss): |
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Unrealized loss on investments |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
Unrealized gain on foreign currency exchange |
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— |
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— |
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— |
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— |
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— |
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— |
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Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, June 30, 2023 |
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$ |
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$( |
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$ |
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$( |
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$ |
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$ |
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Issuance of common stock from exercise of options |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
Issuance of common stock from restricted stock awards |
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— |
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— |
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( |
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— |
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— |
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— |
||
Purchase of common stock through stock buyback |
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— |
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— |
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— |
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— |
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— |
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— |
Impact of net settlements |
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— |
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— |
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( |
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— |
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— |
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( |
||
Excise Tax on repurchased shares |
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— |
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— |
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— |
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( |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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— |
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Comprehensive income (loss): |
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Unrealized gain on investments |
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— |
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— |
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— |
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— |
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— |
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— |
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Unrealized loss on foreign currency exchange |
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— |
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— |
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— |
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— |
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— |
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( |
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— |
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( |
Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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Balance, September 30, 2023 |
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$ |
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$( |
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$ |
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$( |
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$ |
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$ |
5
TechTarget, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share and per share data)
(Unaudited)
|
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Common Stock |
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Treasury Stock |
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Number of |
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$0.001 |
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Number of |
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Cost |
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Additional |
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Accumulated |
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Retained |
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Total |
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Balance, December 31, 2021 |
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$ |
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$ |
( |
) |
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$ |
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$ |
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$ |
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$ |
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|||||||
Issuance of common stock from restricted stock awards |
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— |
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— |
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— |
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— |
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— |
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— |
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— |
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Purchase of common stock through stock buyback |
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— |
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— |
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( |
) |
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— |
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— |
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— |
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( |
) |
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Impact of net settlements |
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— |
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— |
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( |
) |
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— |
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— |
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( |
) |
||
Stock-based compensation expense(1) |
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— |
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— |
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— |
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— |
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— |
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— |
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Comprehensive loss: |
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Unrealized loss on investments |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Unrealized loss on foreign currency exchange |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Net income |
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— |
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— |
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— |
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— |
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— |
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— |
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||
Balance, March 31, 2022 |
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$ |
|
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|
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$ |
( |
) |
|
$ |
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$ |
( |
) |
|
$ |
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$ |
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||||||
Issuance of common stock from restricted stock awards |
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— |
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— |
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— |
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— |
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