TechTarget Inc [TTGT] Filings

10-Q 1 ttgt-20240630.htm 10-Q 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2024

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

For the transition period from to

Commission File Number: 1-33472

TECHTARGET, INC.

(Exact name of registrant as specified in its charter)


Delaware	04-3483216
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

275 Grove Street Newton, Massachusetts	02466
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 431-9200

Former name, former address and formal fiscal year, if changed since last report: Not applicable

Securities registered or to be registered pursuant to Section 12(b) of the Act.


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	TTGT	Nasdaq Global Market

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

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

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


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

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. ☐

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

As of August 5, 2024 the registrant had 28,572,537 shares of common stock, $0.001 par value per share, outstanding.

TABLE OF CONTENTS


Item		Page

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2024 and December 31, 2023	3
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three and six months ended June 30, 2024 and 2023	4
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2024 and 2023	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2024 and 2023	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	38

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 5.	Other Information	40
Item 6.	Exhibits	41
	Signatures	42

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

TechTarget, Inc.

Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	June 30, 2024			December 31, 2023
Assets	(Unaudited)			(Unaudited)
Current assets:
Cash and cash equivalents	$	237,405		$	226,668
Short-term investments		101,980			99,601
Accounts receivable, net of allowance for doubtful accounts of $3,465 and $5,028 respectively		42,774			39,239
Prepaid taxes		—			1,634
Prepaid expenses and other current assets		6,534			4,331
Total current assets		388,693			371,473
Property and equipment, net		26,231			24,917
Goodwill		193,791			194,074
Intangible assets, net		84,450			89,163
Operating lease assets with right-of-use		15,464			17,166
Deferred tax assets		7,871			2,445
Other assets		648			650
Total assets	$	717,148		$	699,888
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	6,073		$	5,312
Current operating lease liabilities		3,697			4,049
Accrued expenses and other current liabilities		6,883			9,041
Accrued compensation expenses		1,777			1,345
Income taxes payable		4,693			2,522
Contract liabilities		18,447			14,721
Total current liabilities		41,570			36,990
Non-current operating lease liabilities		14,772			16,615
Convertible senior notes		411,602			410,500
Deferred tax liabilities		12,394			12,856
Total liabilities		480,338			476,961
Leases and contingencies (see Note 9)
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued or outstanding		—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 58,816,748 and 58,659,065 shares issued, respectively; 28,572,537 and 28,415,144 shares outstanding, respectively		59			59
Treasury stock, at cost; 30,244,211 and 30,243,921 shares, respectively		(329,118	)		(329,118	)
Additional paid-in capital		494,922			471,696
Accumulated other comprehensive loss		(5,109	)		(4,542	)
Retained earnings		76,056			84,832
Total stockholders’ equity		236,810			222,927
Total liabilities and stockholders’ equity	$	717,148		$	699,888

See accompanying Notes to Condensed Consolidated Financial Statements.

TechTarget, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(in thousands, except per share data)


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenue	$	58,914		$	58,429		$	110,550		$	115,543
Cost of revenue(1)		21,414			18,406			40,572			35,756
Amortization of acquired technology		703			694			1,405			1,367
Gross profit		36,797			39,329			68,573			78,420
Operating expenses:
Selling and marketing(1)		23,187			24,915			46,150			49,671
Product development(1)		2,644			2,457			5,397			5,066
General and administrative(1)		7,625			7,706			14,320			15,624
Transaction and related expenses		2,069			—			8,595			—
Depreciation, excluding depreciation of $1,277, $919, $2,452 and $1,764, respectively, included in cost of revenue		2,302			2,095			4,613			4,095
Amortization		1,498			1,506			2,996			2,999
Total operating expenses		39,325			38,679			82,071			77,455
Operating income (loss)		(2,528	)		650			(13,498	)		965
Interest and other income, net		3,277			2,915			6,349			5,672
Income (loss) before provision for income taxes		749			3,565			(7,149	)		6,637
(Benefit) provision for income taxes		(563	)		890			1,627			2,317
Net income (loss)	$	1,312		$	2,675		$	(8,776	)	$	4,320
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on investments (net of tax provision effect of $2, $(40), $(4) and $(22), respectively)	$	9		$	(142	)		(14	)	$	(79	)
Foreign currency translation gain (loss)		89			1,658			(553	)		3,687
Other comprehensive income (loss)		98			1,516			(567	)		3,608
Comprehensive income (loss)	$	1,410		$	4,191		$	(9,343	)	$	7,928
Net income (loss) per common share:
Basic	$	0.05		$	0.10		$	(0.31	)	$	0.15
Diluted	$	0.05		$	0.10		$	(0.31	)	$	0.15
Weighted average common shares outstanding:
Basic		28,561			28,055			28,536			28,406
Diluted		28,828			32,162			28,536			28,616

(1) Amounts include stock-based compensation expense as follows:


Cost of revenue	$	637	$	831	$	1,371	$	1,652
Selling and marketing		6,300		7,844		12,724		15,381
Product development		461		429		939		889
General and administrative		3,945		3,580		7,768		7,038

See accompanying Notes to Condensed Consolidated Financial Statements.

TechTarget, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share and per share data)

(Unaudited)


	Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Total Stockholders’ Equity
Balance, December 31, 2023		58,659,065	$	59		30,243,921	$	(329,118	)	$	471,696		$	(4,542	)	$	84,832		$	222,927
Issuance of common stock from restricted stock awards		133,490		—		—		—			—			—			—			—
Impact of net settlements		290		—		290		—			(139	)		—			—			(139	)
Stock-based compensation expense		—		—		—		—			11,459			—			—			11,459
Unrealized loss on investments		—		—		—		—			—			(23	)		—			(23	)
Unrealized loss on foreign currency exchange		—		—		—		—			—			(642	)		—			(642	)
Net loss		—		—		—		—			—			—			(10,088	)		(10,088	)
Balance, March 31, 2024		58,792,845	$	59		30,244,211	$	(329,118	)	$	483,016		$	(5,207	)	$	74,744		$	223,494
Issuance of common stock from restricted stock awards		2,000		—		—		—			—			—			—			—
Issuance of common stock from employee stock purchase plan		21,903		—		—		—			563			—			—			563
Stock-based compensation expense		—		—		—		—			11,343			—			—			11,343
Unrealized gain on investments		—		—		—		—			—			9			—			9
Unrealized gain on foreign currency exchange		—		—		—		—			—			89			—			89
Net income		—		—		—		—			—			—			1,312			1,312
Balance, June 30, 2024		58,816,748	$	59		30,244,211	$	(329,118	)	$	494,922		$	(5,109	)	$	76,056		$	236,810

TechTarget, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share and per share data)

(Unaudited)


	Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive Loss			Retained Earnings		Total Stockholders’ Equity
Balance, December 31, 2022		57,919,501	$	58		28,896,408	$	(278,876	)	$	425,458		$	(9,537	)	$	80,371	$	217,474
Issuance of common stock from exercise of options		2,500		—		—		—			18			—			—		18
Issuance of common stock from restricted stock awards		91,152		—		—		—			—			—			—		—
Purchase of common stock through stock buyback		—		—		581,295		(25,000	)		—			—			—		(25,000	)
Impact of net settlements		912		—		912		—			(177	)		—			—		(177	)
Excise Tax on repurchased shares		—		—		—		—			(206	)		—			—		(206	)
Stock-based compensation expense(1)		—		—		—		—			14,176			—			—		14,176
Unrealized gain on investments		—		—		—		—			—			63			—		63
Unrealized gain on foreign currency exchange		—		—		—		—			—			2,029			—		2,029
Net income		—		—		—		—			—			—			1,645		1,645
Balance, March 31, 2023		58,014,065	$	58		29,478,615	$	(303,876	)	$	439,269		$	(7,445	)	$	82,016	$	210,022
Issuance of common stock from employee stock purchase plan		22,017		—		—		—			650			—			—		650
Issuance of common stock from restricted stock awards		650		—		—		—			—			—			—		—
Purchase of common stock through stock buyback		—		—		737,369		(25,000	)		—			—			—		(25,000	)
Excise Tax on repurchased shares		—		—		—		—			(250	)		—			—		(250	)
Stock-based compensation expense		—		—		—		—			12,684			—			—		12,684
Unrealized loss on investments		—		—		—		—			—			(142	)		—		(142	)
Unrealized gain on foreign currency exchange		—		—		—		—			—			1,658			—		1,658
Net income		—		—		—		—			—			—			2,675		2,675
Balance, June 30, 2023		58,036,732	$	58		30,215,984	$	(328,876	)	$	452,353		$	(5,929	)	$	84,691	$	202,297

(1) Includes $1.9 million of accrued compensation expense recognized in the previous year for the six months ended June 30, 2023.

See accompanying Notes to Condensed Consolidated Financial Statements.

TechTarget, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)


	For the Six Months Ended
	June 30,
	2024			2023
	(Unaudited)
Operating activities:
Net income (loss)	$	(8,776	)	$	4,320
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		7,065			5,859
Amortization		4,401			4,366
Provision for bad debt		(991	)		1,405
Stock-based compensation		22,802			24,960
Amortization of debt issuance costs		1,101			1,255
Deferred tax benefit		(5,814	)		(6,574	)
Changes in operating assets and liabilities:
Accounts receivable		(2,555	)		8,079
Operating lease assets with right of use		1,395			1,104
Prepaid expenses and other current assets		(573	)		(355	)
Other assets		—			(25	)
Accounts payable		764			23
Income taxes payable		2,221			(3,444	)
Accrued expenses and other current liabilities		(2,144	)		(3,141	)
Accrued compensation expenses		438			(1,386	)
Operating lease liabilities with right of use		(1,862	)		(1,769	)
Contract liabilities		3,741			(6,703	)
Net cash provided by operating activities		21,213			27,974
Investing activities:
Purchases of property and equipment, and other capitalized assets, net		(8,400	)		(7,291	)
Purchases of investments		(2,366	)		(76,171	)
Net cash used in investing activities		(10,766	)		(83,462	)
Financing activities:
Tax withholdings related to net share settlements		(139	)		(177	)
Purchase of treasury shares and related costs		—			(50,000	)
Proceeds from stock option exercises		—			18
Issuance of common stock from ESPP		563			650
Payment of earnout liabilities		—			(2,267	)
Net cash provided by (used in) financing activities		424			(51,776	)
Effect of exchange rate changes on cash and cash equivalents		(134	)		763
Net increase (decrease) in cash and cash equivalents		10,737			(106,501	)
Cash and cash equivalents at beginning of period		226,668			344,523
Cash and cash equivalents at end of period	$	237,405		$	238,022
Supplemental disclosure of cash flow information:
Cash paid for taxes, net	$	3,624		$	12,433
Schedule of non-cash investing and financing activities:
Right of use assets and lease liabilities	$	—		$	314

See accompanying Notes to Condensed Consolidated Financial Statements.

TechTarget, Inc.

Notes to Condensed Consolidated Financial Statements

(In thousands, except share and per share data, where otherwise noted, or instances where expressed in millions)

1. Organization and Operations

TechTarget, Inc. (collectively with its subsidiaries, the “Company”) is a global data and analytics leader and software provider for buyers of purchase intent-driven marketing and sales data for enterprise technology vendors. The Company’s service offerings are designed to enable technology vendors to better identify, reach and influence corporate information technology (“IT”) decision-makers actively researching specific IT purchases. The Company offers products and services intended to improve IT vendors’ ability to impact these audiences for business growth using advanced targeting, analytics and data services complemented by customized marketing programs that integrate demand generation, brand advertising techniques, and content curation and creation. The Company operates a network of approximately 150 websites and 866 webinars and virtual event channels, which each focus on a specific IT sector such as storage, security or networking. IT and business professionals have become increasingly specialized, and they have come to rely on the Company’s sector-specific websites and webinars and virtual event channels for purchasing decision support. The Company’s content platforms are designed to enable IT and business professionals to navigate the complex and rapidly changing IT landscape where purchasing decisions can have significant financial and operational consequences. At critical stages of the purchase decision process, these content offerings through different channels are intended to meet IT and business professionals’ needs for expert, peer and IT vendor information and provide platforms on which business-to-business technology companies can launch targeted marketing campaigns which generate measurable return on investment. Based upon the logical clustering of members and users’ respective job responsibilities and the marketing focus of the products being promoted by the Company’s customers, the Company categorizes its content offerings to address the key market opportunities and audience extensions across a portfolio of distinct market categories: Security; Networking; Storage; Data Center and Virtualization Technologies; CIO/IT Strategy; Business Applications and Analytics; Application Architecture and Development; and ANCL Channel.

On January 10, 2024, we entered into an Agreement and Plan of Merger (the “Transaction Agreement”) with Informa PLC (“Informa”) and certain of our and their subsidiaries. Pursuant to the Transaction Agreement, we and Informa, among other things, agreed to combine our businesses with the business of Informa Intrepid Holdings Inc. (“Informa Tech”), a wholly owned subsidiary of Informa which will own and operate Informa’s digital businesses (Industry Dive, Omdia (including Canalys)), NetLine and certain of its digital media brands (e.g. Information Week, Light Reading, and AI Business), under a new publicly traded holding company (“New TechTarget”). Upon closing, among other things, Informa and its subsidiaries will collectively own 57% of the outstanding common stock of New TechTarget (on a fully diluted basis) and our former stockholders will own the remaining outstanding common stock of New TechTarget. Our former stockholders will also receive a pro rata share of an amount in cash equal to $350 million plus the amount of any EBITDA adjustment (which has been determined to be $0 based upon the terms of the Transaction Agreement), which is estimated as of the date of the Transaction Agreement to be approximately $11.79 per share of our common stock. The various transactions set forth in the Transaction Agreement (the “proposed transaction”) are expected to close in the second half of 2024, subject to satisfaction or waiver of certain customary conditions.

We will be required to pay Informa a termination fee between $30.0 and $40.0 million if the Transaction Agreement is terminated under certain specified circumstances, including termination by us in connection with our entry into an agreement with respect to a Toro Superior Proposal (as defined in the Transaction Agreement) prior to us receiving stockholder approval of the proposed transaction, or termination by Informa upon a Toro Change in Recommendation (as defined in the Transaction Agreement).

2. Summary of Significant Accounting Policies

The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to condensed consolidated financial statements. The Company’s critical accounting policies are those that affect its more significant judgments used in the preparation of its condensed consolidated financial statements. A description of the Company’s critical accounting policies and estimates is contained in its Annual Report on Form 10-K for the year ended December 31, 2023, and in this note to the condensed consolidated financial statements.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”), TechTarget Germany GmbH, and BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (together “BrightTALK”). TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TTGT HK is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. BrightTALK are the entities through which the Company conducts business related to its BrightTALK webinar and virtual event platform.

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles or “U.S. GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal, recurring nature and have been reflected in the condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these condensed consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the condensed consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.

Foreign Currency Translation

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the Condensed Consolidated Statement of Comprehensive Income as an element of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the Condensed Consolidated Statement of Income. All assets and liabilities denominated in foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to revenue, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, earnouts, self-insurance accruals, the allocation of purchase price to intangibles and goodwill, and income taxes. The Company reduces its accounts receivable for an allowance for doubtful accounts based on its best estimate of the amount of probable credit losses. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates.

Revenue Recognition

The Company generates its revenue from the sale of targeted marketing and advertising campaigns, which it delivers via its network of websites, webinar and virtual events channels, and our data analytic services and solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied.

Cash and Cash Equivalents

The Company considers all highly liquid investments with original or remaining maturities of three months or less on the purchase date to be cash equivalents. Cash and cash equivalents carrying value approximate fair value and consist primarily of bank deposits and government backed money market funds.

Accounts Receivable

We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the Condensed Consolidated Statements of Income and Comprehensive Income. We assess collectability by reviewing accounts receivable on an individual basis when we identify specific customers with known disputes, overdue amounts or collectability issues and also reserve for losses on all accounts based on historical information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations.

At June 30, 2024, the Company’s collectability assessment includes the business and market disruptions caused by macro-economic uncertainty currently being experienced in the technology sector and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict, causing variability and volatility that may have a material impact on our allowance for credit losses in future periods.

Fair Value of Financial Instruments

Financial instruments consist of cash, cash equivalents, short-term investments, accounts receivable, accounts payable, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 4 for further information on the fair value of the Company’s investments. The Company classifies all of its short-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method.

Business Combinations and Valuation of Goodwill and Acquired Intangible Assets

The Company uses its best estimates and assumptions to allocate fair value to the net tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date. Any residual purchase price is recorded as goodwill. The Company’s estimates are inherently uncertain and subject to refinement and can include but are not limited to, the cash flows that an asset is expected to generate in the future, and the appropriate weighted-average cost of capital.

During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s Condensed Consolidated Statement of Income and Comprehensive Income.

Recent Accounting Pronouncements

Recently Adopted Accounting Guidance

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other

segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

3. Revenue

Disaggregation of Revenue

The following table depicts the disaggregation of revenue according to categories consistent with how the Company evaluates its financial performance and economic risk. International revenue consists of international geo-targeted campaigns, which are campaigns targeted at an audience of members outside of North America.


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
North America	$	41,450	$	38,978	$	76,680	$	76,738
International		17,464		19,451		33,870		38,805
Total	$	58,914	$	58,429	$	110,550	$	115,543


	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2024		2023		2024		2023
Revenue under short-term contracts	$	39,536	$	34,840	$	73,476	$	68,730
Revenue under longer-term contracts		19,378		23,589		37,074		46,813
Total	$	58,914	$	58,429	$	110,550