What changed in TechTarget, Inc.'s 10-K — 2024 vs 2025
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Paragraph-level year-over-year comparison of TechTarget, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.
+418 added−463 removedSource: 10-K (2026-03-11) vs 10-K (2025-05-28)
Top changes in TechTarget, Inc.'s 2025 10-K
418 paragraphs added · 463 removed · 297 edited across 2 sections
- Item 4. Mine Safety Disclosures+416 / −462 · 296 edited
- Item 3. Legal Proceedings+2 / −1 · 1 edited
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+1 added−0 removed1 unchanged
Item 3. Legal Proceedings
Legal Proceedings — active lawsuits and investigations
1 edited+1 added−0 removed1 unchanged
2024 filing
2025 filing
Biggest changeItem 3. Legal Proceedings From time to time, Informa TechTarget may be involved in claims and proceedings arising in the course of our business. The outcome of any such claims or proceedings, regardless of the merits, is inherently uncertain.
Biggest changeItem 3. Legal Proceedings From time to time, Informa TechTarget and its affiliates may be involved in legal proceedings, claims and governmental inspections, audits, or investigations that arise in the ordinary course of our business. The outcome of any such legal proceedings, claims or governmental inspections, audits or investigations, regardless of the merits, is inherently uncertain.
Added
Moreover, legal proceedings, claims and governmental inspections, audits, or investigations, irrespective of their outcome, can negatively affect us due to expenses related to defense and settlement, diversion of management's attention, and various other factors.
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
296 edited+120 added−166 removed246 unchanged
Item 4. Mine Safety Disclosures
Mine Safety Disclosures — required of mining issuers
296 edited+120 added−166 removed246 unchanged
2024 filing
2025 filing
Biggest changeConsolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2024 2023 2022 As Restated As Restated Operating activities: Net loss $ ( 116,863 ) $ ( 57,777 ) $ ( 4,285 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 1,614 895 620 Amortization 48,610 42,203 21,545 Provision for bad debt 996 ( 893 ) ( 656 ) Operating lease expense 2,165 2,732 1,567 Stock-based compensation 2,395 1,198 914 Fair value adjustment to debt 2,120 — — Other ( 90 ) — — Deferred tax provision ( 16,306 ) ( 13,500 ) ( 21,115 ) Impairment of long-lived assets 2,019 577 178 Impairment of goodwill 66,235 139,645 — Gain (loss) on disposal of long-lived assets — 2 ( 51 ) Gain (loss) on disposal of intangibles ( 135 ) — — Gain (loss) on disposal of property, plant and equipment 28 — 40 Contingent consideration settlement ( 1,020 ) — — Remeasurement of contingent consideration ( 22,436 ) ( 123,944 ) 8,000 Net foreign exchange (gain)/loss ( 5,235 ) 1,059 28 Changes in operating assets and liabilities (net of the impact of acquisitions): Accounts receivable ( 2,817 ) 7,533 209 Prepaid expenses and other current and non-current assets ( 6,576 ) 2,296 ( 3,560 ) Related party receivables 336 ( 2,248 ) ( 148 ) Accounts payable ( 2,648 ) ( 3,334 ) 2,652 Income taxes payable 7,949 3,122 1,767 Accrued expenses and other current liabilities 4,760 ( 1,215 ) ( 6,728 ) Accrued compensation expenses 2,100 — — Operating lease liabilities with right of use ( 3,183 ) ( 2,709 ) ( 1,699 ) Contract liabilities 1,529 ( 8,366 ) ( 3,464 ) Other liabilities ( 1,400 ) 219 2,671 Related party payables ( 29,001 ) — 29,575 Net cash provided by (used in) operating activities ( 64,854 ) ( 12,505 ) 28,060 Investing activities: Purchases of property and equipment, and other capitalized assets ( 420 ) ( 2,589 ) ( 413 ) Purchases of intangible assets ( 6,339 ) ( 6,771 ) ( 2,951 ) Purchase of investments ( 289 ) — — Acquisitions of business, net of acquired cash ( 72,315 ) ( 47,830 ) ( 351,333 ) Net cash used in investing activities ( 79,363 ) ( 57,190 ) ( 354,697 ) Financing activities: Cash pool arrangements with Parent 23,950 43,749 ( 9,949 ) Contingent consideration settlement ( 3,980 ) — ( 2,760 ) Repayment of debt — — ( 42,590 ) Repayment of loans ( 213 ) — — Capital contribution from Parent 351,574 — — Net transfers from Parent 38,302 29,679 136,114 Proceeds from loans issued by Parent — — 250,213 Repayment of loans issued by Parent — — ( 713 ) Net cash provided by financing activities 409,633 73,428 330,315 Effect of exchange rate changes on cash and cash equivalents ( 222 ) ( 86 ) ( 202 ) Net increase in cash and cash equivalents 265,194 3,647 3,476 Cash and cash equivalents at beginning of year 10,789 7,142 3,666 Cash and cash equivalents at end of year $ 275,983 $ 10,789 $ 7,142 Supplemental disclosure of cash flow information: Cash paid for taxes by Parent $ 1,633 $ 3,039 $ 4,293 Cash paid for interest on related party loans $ 19,008 $ 25,194 $ 80 Schedule of non-cash investing and financing activities: Operating right-of-use assets obtained in exchange for new operating lease liabilities $ 226 $ 1,295 $ 423 Intangible asset purchases included in accrued expenses and other current liabilities $ 191 $ 78 $ 267 Debt capitalization through net parent investment $ 250,000 $ — $ — Loans capitalized through net parent investment $ 59,689 $ — $ — Capitalization of short-term debt $ 474,943 $ — $ — Common stock issued in connection with the acquisitions of business $ 592,707 $ — $ — Replacement awards issued in connection with acquisitions of business $ 9,772 $ — $ — See accompanying Notes to Consolidated Financial Statements 70 Table of Contents TechTarget, Inc.
Biggest changeConsolidated Statements of Cash Flows (in thousands) For the Years Ended December 31, 2025 2024 2023 Operating activities: Net loss $ ( 1,008,306 ) $ ( 116,863 ) $ ( 57,777 ) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation 2,379 1,614 895 Amortization 102,647 48,610 42,203 Allowance for credit losses 823 996 ( 893 ) Operating lease expense 4,852 2,165 2,732 Stock-based compensation 19,132 2,395 1,198 Fair value adjustment to debt 1,323 2,120 — Other ( 688 ) ( 90 ) — Deferred tax provision ( 41,129 ) ( 16,306 ) ( 13,500 ) Impairment of long-lived assets — 2,019 577 Impairment of goodwill 931,500 66,235 139,645 Loss on disposal of intangible assets — ( 135 ) — Gain on disposal of property, plant and equipment 373 28 2 Gain on subsequent remeasurement of lease 866 — — Contingent consideration settlement — ( 1,020 ) — Remeasurement of contingent consideration 925 ( 22,436 ) ( 123,944 ) Net foreign exchange (gain)/loss 8,162 ( 5,235 ) 1,059 Changes in operating assets and liabilities (net of the impact of acquisitions): Accounts receivable ( 3,700 ) ( 2,817 ) 7,533 Prepaid expenses and other current and non-current assets ( 5,747 ) ( 6,576 ) 2,296 Related party receivables ( 1,175 ) 336 ( 2,248 ) Accounts payable 10,240 ( 2,648 ) ( 3,334 ) Income taxes payable 3,798 7,949 3,122 Accrued expenses and other current liabilities ( 7,469 ) 4,760 ( 1,215 ) Accrued compensation expenses 503 2,100 — Operating lease assets and liabilities with right of use ( 8,735 ) ( 3,183 ) ( 2,709 ) Contract liabilities 4,472 1,529 ( 8,366 ) Other liabilities 950 ( 1,400 ) 219 Related party payables 341 ( 29,001 ) — Net cash provided by (used in) operating activities 16,337 ( 64,854 ) ( 12,505 ) Investing activities: Purchases of property and equipment, and other capitalized assets ( 387 ) ( 420 ) ( 2,589 ) Purchases of intangible assets ( 16,637 ) ( 6,339 ) ( 6,771 ) Purchase of investments ( 291 ) ( 289 ) — Sale of investments 76,795 — — Acquisition of businesses, net of acquired cash ( 1,350 ) ( 72,315 ) ( 47,830 ) Net cash provided by (used in) investing activities 58,130 ( 79,363 ) ( 57,190 ) Financing activities: Cash pool arrangements with Parent — 23,950 43,749 Contingent consideration settlement — ( 3,980 ) — Proceeds from related party long term debt 135,000 — — Repayment of related party long term debt ( 28,286 ) — — Repayment of loans — ( 213 ) — Capital contribution from Parent — 351,574 — Net transfers from Parent — 38,302 29,679 Repayment of convertible notes ( 417,033 ) — — Shares repurchased for tax withholdings on vesting of restricted stock awards ( 689 ) — — Net cash provided by (used in) financing activities ( 311,008 ) 409,633 73,428 Effect of exchange rate changes on cash and cash equivalents 1,184 ( 222 ) ( 86 ) Net (decrease) increase in cash and cash equivalents ( 235,357 ) 265,194 3,647 Cash and cash equivalents at beginning of year 275,983 10,789 7,142 Cash and cash equivalents at end of year $ 40,626 $ 275,983 $ 10,789 Supplemental disclosure of cash flow information: Cash paid for taxes by Parent $ — $ 1,633 $ 3,039 Cash paid for interest on related party loans 8,847 19,008 25,194 Schedule of non-cash investing and financing activities: Operating right-of-use assets obtained in exchange for new operating lease liabilities $ — $ 226 $ 1,295 Remeasurement of right-of-use asset ( 8,801 ) — — Capital contribution from Parent 1,924 — — Intangible asset purchases included in accrued expenses and other current liabilities — 191 78 Debt capitalization through net parent investment — 250,000 — Loans capitalized through net parent investment — 59,689 — Capitalization of short-term debt — 474,943 — Common stock issued in connection with the acquisition of business — 592,707 — Replacement awards issued in connection with acquisition of business — 9,772 — See accompanying Notes to Consolidated Financial Statements 66 Table of Contents TechTarget, Inc.
For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology.
For the cost of debt, Informa TechTarget considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model methodology.
The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed as of closing: 90 Table of Contents TechTarget Assets acquired Cash and cash equivalents $ 276,656 Short-term investments 77,539 Accounts receivable 37,604 Prepaid taxes 3,130 Prepaid expenses and other current assets 5,475 Property and equipment 2,800 Intangible assets 575,000 Operating lease assets with right-of-use 12,268 Other assets 650 Total assets acquired $ 991,122 Liabilities assumed Accounts payable $ 8,073 Convertible senior notes 413,570 Current operating lease liabilities 3,113 Accrued expenses and other current liabilities 18,633 Accrued compensation expenses 3,334 Income taxes payable 4,278 Current contract liabilities 16,411 Non-current operating lease liabilities 12,195 Deferred tax liabilities 124,398 Other liabilities 325 Total liabilities assumed $ 604,330 Total identifiable net assets acquired $ 386,792 Goodwill 564,657 Total consideration $ 951,449 The estimated fair value of accounts receivable is $ 37.6 million with gross contractual amount due being $ 39.5 million.
The following table summarizes the allocation of the purchase price to the fair values assigned to assets acquired and liabilities assumed as of closing: TechTarget Assets acquired Cash and cash equivalents $ 276,656 Short-term investments 77,539 Accounts receivable 37,604 Prepaid taxes 3,130 Prepaid expenses and other current assets 5,475 Property and equipment 2,800 Intangible assets 575,000 Operating lease assets with right-of-use 12,268 Other assets 650 Total assets acquired $ 991,122 Liabilities assumed Accounts payable $ 8,073 Convertible senior notes 413,570 Current operating lease liabilities 3,113 Accrued expenses and other current liabilities 18,633 Accrued compensation expenses 3,334 Income taxes payable 4,278 Current contract liabilities 16,411 Non-current operating lease liabilities 12,195 Deferred tax liabilities 124,398 Other liabilities 325 Total liabilities assumed $ 604,330 Total identifiable net assets acquired $ 386,792 Goodwill 564,657 Total consideration $ 951,449 The estimated fair value of accounts receivable is $ 37.6 million with gross contractual amount due being $ 39.5 million.
Cash equivalents comprise bank deposits, which are readily convertible to known amounts of cash, subject to an insignificant risk of changes in value and have original maturity of three months or less. Short-term investments Short-term investments are held for working capital purposes and as of December 31, 2024 are invested primarily in pooled bond funds.
Cash equivalents comprise bank deposits, which are readily convertible to known amounts of cash, subject to an insignificant risk of changes in value and have original maturity of three months or less. Short-term investments Short-term investments are held for working capital purposes and as of December 31, 2024, were invested primarily in pooled bond funds.
The Accounting Predecessor's consolidated financial statements prior to the Transaction may not be indicative of Informa TechTarget’s financial performance and do not necessarily reflect what its results of operations, financial position and cash flows would have been had Informa TechTarget operated as an independent entity during all the periods presented.
The Accounting Predecessor's consolidated financial statements prior to the Transaction may not be indicative of Informa TechTarget’s financial performance and do not necessarily reflect what its results of operations and cash flows would have been had Informa TechTarget operated as an independent entity during all the periods presented.
We conducted our audits of these combined financial statements, before the effects of the adjustments described above, in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.
We conducted our audit of these combined financial statements, before the effects of the adjustments described above, in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement, whether due to error or fraud.
The material weaknesses related to the lack of sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience, risk assessment, lack of effective controls over the period-end financial reporting process, lack of effective controls related to non-routine, unusual or complex transactions, and the lack of effective control activities related to all significant accounts and disclosures resulted in the restatement of the Company’s financial statements as of December 31, 2023 and for the years ended December 31, 2023 and 2022, including opening net parent investment, and for the three months, six months and nine months ended March 31, 2024 and 2023, June 30, 2024 and 2023 and September 30, 2024 and 2023, respectively; and adjustments recorded in conjunction with the preparation of the financial statements as of and for the year ended December 31, 2024 related to acquisition and integration related costs and certain accrued expenses.
The material weaknesses related to the lack of sufficient complement of personnel with an appropriate level of internal controls and accounting knowledge, training and experience, risk assessment, lack of effective controls over the period-end financial reporting process, lack of effective controls related to non-routine, unusual or complex transactions, and the lack of effective control activities related to all significant accounts and disclosures resulted in the restatement of the Company’s financial statements as of December 31, 2023 and for the year ended December 31, 2023, including opening net parent investment, and for the three months, six months and nine months ended March 31, 2024 and 2023, June 30, 2024 and 2023 and September 30, 2024 and 2023, respectively; and adjustments recorded in conjunction with the preparation of the financial statements as of and for the year ended December 31, 2024 related to acquisition and integration related costs and certain accrued expenses.
The following summarizes the fair value of the cash and contingent consideration transferred as part of the acquisition of Canalys: Canalys Cash consideration $ 52,606 Capital consideration 5,000 Contingent consideration 3,980 Total consideration $ 61,586 The following table summarizes the fair value of the assets acquired and liabilities assumed for the Canalys acquisition: Canalys Intangible assets $ 13,935 Accounts receivable 2,878 Prepaid expenses and other current assets 2,363 Cash and cash equivalents 4,776 Contract liabilities ( 7,035 ) Deferred tax liabilities ( 3,484 ) Other assets and liabilities, net ( 1,621 ) Total identifiable net assets acquired $ 11,812 Goodwill 49,774 Total consideration $ 61,586 Intangible assets of $ 13.9 million consist of $ 10.1 million of customer relationships, valued using the excess earnings method, and $ 3.8 million of intellectual property valued using the relief from royalty method.
The following summarizes the fair value of the cash and contingent consideration transferred as part of the acquisition of Canalys: Canalys Cash consideration $ 52,606 Capital consideration 5,000 Contingent consideration 3,980 Total consideration $ 61,586 The following table summarizes the fair value of the assets acquired and liabilities assumed for the Canalys acquisition: 83 Table of Contents Canalys Intangible assets $ 13,935 Accounts receivable 2,878 Prepaid expenses and other current assets 2,363 Cash and cash equivalents 4,776 Contract liabilities ( 7,035 ) Deferred tax liabilities ( 3,484 ) Other assets and liabilities, net ( 1,621 ) Total identifiable net assets acquired $ 11,812 Goodwill 49,774 Total consideration $ 61,586 Intangible assets of $ 13.9 million consist of $ 10.1 million of customer relationships, valued using the excess earnings method, and $ 3.8 million of intellectual property valued using the relief from royalty method.
Revenue for each category type of revenue is typically fixed at the date of the order and is not variable. Revenue from fixed fee engagements are recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.
Revenue for each category is typically fixed at the date of the order and is not variable. Revenue from fixed fee engagements are recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.
In the year ended December 31, 2024, the remeasurement gain primarily related to the renegotiation of the Industry Dive contingent consideration described above. See Note 5. Business Combination for further detail on the Industry Dive contingent consideration arrangements and Note 6. Goodwill and intangible assets for detail on the Industry Dive reporting unit impairment. 5.
In the year ended December 31, 2024, the remeasurement gain primarily related to the renegotiation of the Industry Dive contingent consideration described above. See Note 5. Business Combination for further detail on the Industry Dive contingent consideration arrangements and Note 6. Goodwill and intangible assets for detail on the Industry Dive and Canalys reporting unit impairment. 5.
We were not engaged to audit, review or apply any procedures to the 2023 or 2022 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 or 2022 consolidated financial statements taken as a whole.
We were not engaged to audit, review or apply any procedures to the 2023 consolidated financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2023 consolidated financial statements taken as a whole.
When determining net loss per share for the years ended December 31, 2024, 2023 and 2022, the calculation of weighted average shares outstanding assumes that those shares of Informa TechTarget’s common stock were issued to Informa at the beginning of the relevant period.
When determining net loss per share for the years ended December 31, 2024 and 2023, the calculation of weighted average shares outstanding assumes that those shares of Informa TechTarget’s common stock were issued to Informa at the beginning of the relevant period.
The significant inflows in fiscal 2024 were primarily due to net cash from net parent investment, of $38.3 million, to fund the acquisition of Former TechTarget for $350.0 million as well as $24.0 million in inflows from related parties as part of cash pooling arrangements.
The inflows in fiscal 2024 were primarily due to net cash from net parent investment, of $38.3 million, to fund the acquisition of Former TechTarget for $350.0 million as well as $24.0 million in inflows from related parties as part of cash pooling arrangements.
Material weaknesses in internal control over financial reporting A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
Market volatility Subsequent to year end and through the date of filing of this Annual Report on Form 10-K, the Company experienced a significant decline in its market capitalization as a result of the decline in the Company’s stock price.
Subsequent Events Market volatility Subsequent to year end and through the date of filing of this Annual Report on Form 10-K, the Company experienced a significant decline in its market capitalization as a result of the decline in the Company’s stock price.
Following the Informa Tech Digital Separation, Informa TechTarget will file tax returns consolidated with Former TechTarget and the provision for income taxes is prepared on a stand-alone basis including the results of Former TechTarget.
Following the Informa Tech Digital Separation, Informa TechTarget will file tax returns on a consolidated basis with Former TechTarget and the provision for income taxes will be is prepared on a stand-alone basis including the results of Former TechTarget.
The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the Plans to Informa TechTarget’s employees and an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.
The stock-based compensation expense attributable to Informa TechTarget is based on the awards and terms previously granted under the Parent Plans to Informa TechTarget’s employees and an allocation of the Parent’s corporate and shared functional employee stock-based compensation expenses.
Additionally, the material weaknesses could result in a misstatement of the consolidated financial statements and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
Additionally, the above material weaknesses could result in a misstatement of the consolidated financial statements and disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.
These pro forma adjustments primarily include: • A net increase in amortization expense for both years that would have been recognized due to acquired intangible assets; • A net increase in lease expense for both years associated with the elimination of Former TechTarget’s lease expense, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets. • Reduction in expenses for the year ended December 31, 2024 and a corresponding increase in the year ended December 31, 2023 for transactional costs directly attributable to the acquisition. 92 Table of Contents 2023 Acquisition On September 1, 2023 , Informa TechTarget acquired 100 % of the issued share capital of Canalys Pte Ltd and its subsidiaries (collectively “Canalys”).
These pro forma adjustments primarily include: • A net increase in amortization expense for both years that would have been recognized due to acquired intangible assets; • A net increase in lease expense for both years associated with the elimination of Former TechTarget’s lease expense, and the recognition of the estimated lease expense based on remeasured lease liabilities and ROU assets. • Reduction in expenses for the year ended December 31, 2024 and a corresponding increase in the year ended December 31, 2023 for transactional costs directly attributable to the acquisition. 2023 Acquisition On September 1, 2023 , Informa TechTarget acquired 100 % of the issued share capital of Canalys Pte Ltd and its subsidiaries (collectively “Canalys”).
As a result, the deferred income taxes and effective tax rate reported in 2024 may differ from those reported in the historical periods prior to December 2, 2024.
As a result, the deferred income taxes and effective tax rate in 2024 may differ from those in the historical periods prior to December 2, 2024.
The Company believes it has sufficient cash on hand, positive working capital, and availability to access additional cash under its Credit Facility to meet its business operating requirements, its capital expenditures and to comply with its debt covenants for at least the next twelve months as of the filing date of this Annual Report on Form 10-K.
The Company believes it has sufficient cash on hand, positive working capital, and ability to access additional cash under its Credit Facility to meet its business operating requirements, its capital expenditures and to comply with its debt covenants for at least the next twelve months as of the filing date of this Annual Report on Form 10-K.
Other Information (b) There were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted, modified, or terminated by any directors or officers (as defined in Rule 16a-1(f)) of the Company during the fourth quarter of 2024 covered by this Annual Report. Ite m 9C.
Other Information (b) There were no Rule 10b5-1 plans or non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K) adopted, modified, or terminated by any directors or officers (as defined in Rule 16a-1(f)) of the Company during the fourth quarter of 2025 covered by this Annual Report. Ite m 9C.
The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life and any functional or economic obsolescence. 91 Table of Contents • Computer hardware was valued using the market approach, which estimates value by using the percent of cost method. • Operating leases were valued using the income approach, which derived fair value through discounting to present value the difference between the contractual and market-based cash flows. • Convertible notes were valued using the Binomial Lattice model, which utilizes current stock price and the remaining time to maturity and assumptions regarding interest rates and volatility.
The assumptions of the cost approach include replacement cost new, projected capital expenditures, and physical deterioration factors including economic useful life and any functional or economic obsolescence. • Computer hardware was valued using the market approach, which estimates value by using the percent of cost method. • Operating leases were valued using the income approach, which derived fair value through discounting to present value the difference between the contractual and market-based cash flows. • Convertible notes were valued using the Binomial Lattice model, which utilizes current stock price and the remaining time to maturity and assumptions regarding interest rates and volatility.
Notes to Consolidated Financial State ments Years Ended December 31, 2024, 2023, and 2022 (In thousands, except share and per share data, where otherwise noted or instances where expressed in millions) 1. Business overview and basis of presentation Nature of business TechTarget, Inc. (“Informa TechTarget” or the “Company”, formerly known as Toro CombineCo, Inc.
Notes to Consolidated Financial State ments Years Ended December 31, 2025, 2024, and 2023 (In thousands, except share and per share data, where otherwise noted or instances where expressed in millions) 1. Business overview and basis of presentation Nature of business TechTarget, Inc. (“Informa TechTarget” or the “Company”, formerly known as Toro CombineCo, Inc.
Long-term growth rates have not been risk adjusted to reflect any of the business uncertainties noted above, as these uncertainties are already reflected in the discount rates used. • Tax rate: For the 2024 reporting period, the tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates. • Net working capital rate: The net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies. • Capital expenditures rate: For the 2024 reporting period, the capital expenditures rate is based on the Company’s historical depreciation expense.
Long-term growth rates have not been risk adjusted to reflect any of the business uncertainties noted above, as these uncertainties are already reflected in the discount rates used. • Tax rate: For the 2025 and 2024 reporting periods, the tax rate is based on external reports of the weighted-average corporate tax rates for the main geographic markets in which each reporting unit operates. • Net working capital rate: The net working capital rate is based on the market participant level of cash free net working capital, and a comparison of guideline public companies. • Capital expenditures rate: For the 2025 and 2024 reporting periods, the capital expenditures rate is based on the Company’s historical depreciation expense.
Inflation If the Company’s costs were to become subject to significant inflationary pressures, the Company may not be able to fully offset such higher costs through price increases for services. The Company’s inability to do so could harm the Company’s business, financial condition or results of operations. 61 Table of Contents Ite m 8.
Inflation If the Company’s costs were to become subject to significant inflationary pressures, the Company may not be able to fully offset such higher costs through price increases for services. The Company’s inability to do so could harm the Company’s business, financial condition or results of operations. 56 Table of Contents Ite m 8.
Remaining performance obligations Informa TechTarget elected an optional exemption to not disclose information about the amount of the transaction price allocated to remaining performance obligations for contracts that have an original expected duration of one year or less because as of December 31, 2024, Informa TechTarget expects to recognize 100 % of remaining performance obligations as revenue over the next twelve months .
Remaining performance obligations Informa TechTarget elected an optional exemption to not disclose information about the amount of the transaction price allocated to remaining performance obligations for contracts that have an original expected duration of one year or less because as of December 31, 2025, Informa TechTarget expects to recognize 100 % of remaining performance obligations as revenue over the next twelve months .
The total purchase price paid for Former TechTarget is as follows: 89 Table of Contents TechTarget Cash consideration (1) $ 348,971 Aggregate fair value of Informa TechTarget common stock issued for outstanding Former TechTarget common stock (2) 592,707 Replacement equity awards for Former TechTarget's equity awards (3) 9,771 Total consideration $ 951,449 (1) Represents the total cash consideration paid to Former TechTarget stockholders.
The total purchase price paid for Former TechTarget is as follows: TechTarget Cash consideration (1) $ 348,971 Aggregate fair value of Informa TechTarget common stock issued for outstanding Former TechTarget common stock (2) 592,707 Replacement equity awards for Former TechTarget's equity awards (3) 9,771 Total consideration $ 951,449 80 Table of Contents (1) Represents the total cash consideration paid to Former TechTarget stockholders.
Changes in internal control over financial reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Ite m 9B.
Changes in internal control over financial reporting There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Ite m 9B.
The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the years ended December 31, 2024, 2023 and 2022 were $ 29.9 million, $ 31.3 million and $ 31.6 million, respectively, and are recognized in general and administrative expenses in the consolidated statements of income (loss) and comprehensive income (loss).
The amounts of related party expenses allocated to Informa Tech Digital Business from the Parent and its subsidiaries for the years ended December 31, 2024 and 2023 were $ 29.9 million and $ 31.3 million, respectively, and are recognized in general and administrative expenses in the consolidated statements of income (loss) and comprehensive income (loss).
Net parent investment In the accompanying consolidated balance sheet, net Parent investment represents the Parent’s interest in the recorded net assets of Informa TechTarget, accumulated net income, and the net effect of transactions with, and allocations from, the Parent. Stock-based compensation The Company has stock-based employee compensation plans which are more fully described in Note 10.
Net parent investment In the accompanying consolidated balance sheet, net Parent investment represents the Parent’s interest in the recorded net assets of Informa TechTarget, accumulated net income, and the net effect of transactions with, and allocations from, the Parent. Stock-based compensation The Company has stock-based employee compensation plans which are more fully described in Note 11.
Informa TechTarget recognized severance costs related to employee-related termination benefits as a result of the consolidation of certain roles within Informa TechTarget of $ 2.5 million for the year ended December 31, 2024, classified as acquisition and integration costs within the accompanying consolidated statement of income (loss) and comprehensive income (loss).
Informa TechTarget recognized severance costs related to employee-related termination benefits as a result of the consolidation of certain roles within Informa TechTarget of $ 2.5 million for the year ended December 31, 2024, classified as acquisition and integration costs within the accompanying consolidated statements of income (loss) and comprehensive income (loss).
Other than temporary impairment losses are recorded in the consolidated statements of income (loss) and comprehensive income (loss). During the years ended December 31, 2024, 2023 and 2022 , no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable.
Other than temporary impairment losses are recorded in the consolidated statements of income (loss) and comprehensive income (loss). During the years ended December 31, 2025, 2024 and 2023 , no individual customer accounted for 10% or more of total revenues and no customer represented 10% or more of total accounts receivable.
The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including financial requirements and the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00 .
The Credit Facility contains customary representations, warranties, events of default, and affirmative and negative covenants, including the requirement to maintain a Consolidated Total Net Leverage Ratio of 3.00 to 1.00 or less (subject to certain adjustments) and a Consolidated Interest Coverage Ratio of at least 3.00 to 1.00 .
In considering sources of future taxable income, the Company makes certain assumptions and judgments which are based on the plans and estimates used to manage the underlying business. Changes in the Company's assumptions and estimates, as well as changes in tax rates, may materially impact income tax expense for the period.
In considering sources of future taxable income, the Company makes certain assumptions and judgments which are based on the plans and estimates used to manage the underlying business. Changes in our assumptions and estimates, as well as changes in tax rates, may materially impact income tax expense for the period.
There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2024, 2023, or 2022 . Net income (loss) per share Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period.
There were no reclassifications out of accumulated other comprehensive income in the periods ended December 31, 2025, 2024, or 2023 . Net income (loss) per share Basic income (loss) per share is determined by dividing net income (loss) by the weighted average common shares outstanding during the period.
Revenue and other transactions entered into in the ordinary course of business Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $ 0.4 million, $ 0.2 million and $ 0.1 million in the years ended December 31, 2024, 2023 and 2022, respectively.
Revenue and other transactions entered into in the ordinary course of business Informa TechTarget enters into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $ 1.2 million , $ 0.4 million and $ 0.2 million in the years ended December 31, 2025, 2024 and 2023, respectively.
Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.
Our audits included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.
Our audit included performing procedures to assess the risks of material misstatement of the combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the combined financial statements.
The Company recognized $ 2.0 million and $ 0.6 million of impairment to operating lease right-of-use assets in the years ended December 31, 2024 and 2023, respectively. See Note 7. Leases for further information. See Note 6. Goodwill and intangible assets for further information on the impairment charges recognized for the years ended December 31, 2024 and 2023.
The Company recognized $ 0.0 million and $ 2.0 million of impairment to operating lease right-of-use assets in the years ended December 31, 2025 and 2024, respectively. See Note 7. Leases for further information. See Note 6. Goodwill and intangible assets for further information on the impairment charges recognized for the years ended December 31, 2025 and 2024.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 43 Table of Contents Stock Performance Graph The following graph illustrates the total return from December 3, 2024 (the date our common stock began trading on the Nasdaq Global Select Market) through December 31, 2024, for (i) our common stock, (ii) the Russell 2000 Index, (iii) the Russell 3000 Index and (iv) the S&P 500 Media Industry Index.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. 41 Table of Contents Stock Performance Graph The following graph illustrates the total return from December 3, 2024 (the date our common stock began trading on the Nasdaq Global Select Market) through December 31 2025, for (i) our common stock, (ii) the Russell 2000 Index, (iii) the Russell 3000 Index and (iv) the S&P 500 Media Industry Index.
Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2024, due to the material weaknesses in our internal control over financial reporting as described below.
Based on that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of December 31, 2025, due to the material weaknesses in our internal control over financial reporting as described below.
Management believes Informa TechTarget is at the center of this shift in B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.
Management believes Informa TechTarget is at the center of this B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.
The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry. • IT Deal Alert: A comprehensive B2B technology solution that collects and analyzes purchase intent data from actively engaging enterprise technology professionals across the Company's website network and BrightTALK(TM) webinar platform.
The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry. • Intent: A comprehensive B2B technology solution that collects and analyzes purchase intent data from actively engaging enterprise technology professionals across the Company's website network and BrightTALK(TM) webinar platform.
Gains and losses from transactions denominated in currencies other than the functional currency amounted to a net gain of $ 5.2 million and a net loss of $ 1.1 million for the years ended December 31, 2024 and 2023, respectively.
Gains and losses from transactions denominated in currencies other than the functional currency amounted to a net loss of $ 8.2 million, a net gain of $ 5.2 million and a net loss of $ 1.1 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Those adjustments were audited by other auditors. Basis for Opinion These combined financial statements are the responsibility of the Business' management. Our responsibility is to express an opinion on the Business’ combined financial statements, before the effects of the adjustments described above, based on our audits.
Those adjustments were audited by other auditors. Basis for Opinion These combined financial statements are the responsibility of the Business' management. Our responsibility is to express an opinion on the Business’ combined financial statements, before the effects of the adjustments described above, based on our audit.
Income Taxes The Company is subject to U.S. federal, state and foreign income taxes with respect to income or loss the Company generate. Significant judgment is required in determining the Company's provision or benefit for income taxes and in evaluating uncertain tax positions.
Income Taxes The Company is subject to U.S. federal, state and foreign income taxes with respect to income or loss the Company generates. Significant judgment is required in determining the Company's provision or benefit for income taxes and in evaluating uncertain tax positions.
Customers may also create an off-network embedded Channel page on their own corporate website featuring content in their BrightTALK Channel, as well as an embedded BrightTALK registration form that captures and converts interested individuals to marketing leads. • Custom content services: Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content 46 Table of Contents offerings, the Company support marketers with their end-to-end content strategy by offering proprietary audience research to inform campaigns, strategic design and development, and original content production.
Customers may also create an off-network embedded Channel page on their own corporate website featuring content in their BrightTALK Channel, as well as an embedded BrightTALK registration form that captures and converts interested individuals to marketing leads. • Custom content services: Through StudioID, BrightTALK Studio, and Enterprise Strategy Group custom content offerings, the Company support marketers with their end-to-end content strategy by offering proprietary audience research to inform campaigns, strategic design and development, and original content production.
These amounts include, but are not limited to, items such as general management and executive oversight, costs incurred at the Parent level to support Informa Tech Digital Business's information technology infrastructure, facilities, compliance, human resources, operations, and legal functions and financial management and transaction processing, including public company consolidated reporting, consolidated tax filings and tax planning, risk management and consolidated treasury services, certain employee benefits and incentives, and stock-based compensation administration.
These amounts include, but are not limited to, items such as general management and executive oversight, costs incurred at the Parent level to support Informa Tech Digital Business's information technology infrastructure, 96 Table of Contents facilities, compliance, human resources, operations, and legal functions and financial management and transaction processing, including public company consolidated reporting, consolidated tax filings and tax planning, risk management and consolidated treasury services, certain employee benefits and incentives, and stock-based compensation administration.
Marketers leverage the Company's award-winning deep industry expertise to create journalistic or analyst-sourced content across 40 different formats and multiple languages, which can then be distributed across the Company's network.
Marketers leverage the Company's award-winning deep industry expertise to create journalistic or analyst-sourced content across more than 40 different formats and multiple languages, which can then be distributed across the Company's network.
The estimated useful lives of Informa TechTarget’s intangible assets are as follows: Estimated Useful Lives Brands and trademarks 10 - 30 years Customer relationship databases 9 - 20 years Intellectual property 3 - 20 years Developed technology 3 - 10 years Internal-use software 7 years 79 Table of Contents Property and equipment Property and equipment are stated at cost net of accumulated depreciation and impairment losses.
The estimated useful lives of Informa TechTarget’s intangible assets are as follows: Estimated Useful Lives Brands and trademarks 10 - 30 years Customer relationship databases 9 - 20 years Intellectual property 3 - 20 years Developed technology 3 - 10 years Internal-use software 7 years Property and equipment Property and equipment are stated at cost net of accumulated depreciation and impairment losses.
Informa TechTarget has pa id $ 1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets. Amortization of these commitment fees into interest expense have not been material for the year ended December 31, 2024.
Informa TechTarget has pa id $ 1.9 million in certain fees related to the Credit Facility, which have been capitalized and included in other non-current assets. Amortization of these commitment fees into interest expense have not been material for the years ended December 31, 2025 and 2024.
Compliance with ASC 740 requires Informa TechTarget to periodically evaluate the necessity of establishing or adjusting a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related tax benefit will be realized in future periods.
Compliance with ASC 740 requires the Company to periodically evaluate the necessity of establishing or adjusting a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related tax benefit will be realized in future periods.
D uring the year ended December 31, 2024, prior to the close of the Transaction, $ 474.9 million of the related party short-term debt and $ 250.0 million of related party long-term financing debt was extinguished and reflected as an increase in net parent investment, with the remaining $ 59 million capitalized through net parent investment.
During the year ended December 31, 2024, prior to the close of the Transaction, $ 474.9 million of the related party short-term debt and $ 250.0 million of related party long-term financing debt was extinguished and reflected as an increase in net parent investment, with the remaining $ 59 million capitalized through net parent investment.
Legal fees and other costs related to litigation and other legal proceedings are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of income (loss) and comprehensive income (loss). 15.
Legal fees and other costs related to litigation and other legal proceedings are expensed as incurred and are included in general and administrative expenses in the accompanying consolidated statements of income (loss) and comprehensive income (loss). 16.
In making such a determination, the Company considers all available positive and negative evidence and the weight of that evidence, including future reversals of existing taxable temporary differences, projected future taxable income, the ability to carryback tax attributes 51 Table of Contents to prior periods, available tax planning strategies and recent results of operations.
In making such a determination, the Company considers all available positive and negative evidence and the weight of that evidence, including future reversals of existing taxable temporary differences, projected future taxable income, the ability to carryback tax attributes to prior periods, available tax planning strategies and recent results of operations.
The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested. • Long-term growth rate: For the 2024 and 2023 reporting periods, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets.
The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested. • Long-term growth rate: For 2025, long-term growth rates are based on external factors such as long-term Consumer Price Index rates and external market reports for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets.
For 45 Table of Contents technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.
For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing their 43 Table of Contents spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.
The valuation techniques include inputs, which are based on a tiered fair value hierarchy consisting of three levels of observability to the market, as follows: Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
The valuation techniques include inputs, which are based on a tiered fair value hierarchy consisting of three levels of observability to the market, as follows: 69 Table of Contents Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets.
Capitalized internal-use software is amortized over estimated useful lives ranging from 3 to 10 years once the related project is ready for its intended use. Capitalized costs of internal-use software, net of accumulated amortization, are included in intangible assets, net in the consolidated balance sheets.
Capitalized internal-use software is amortized over estimated useful lives ranging from 3 to 10 years once the related project is ready for its intended use. 70 Table of Contents Capitalized costs of internal-use software, net of accumulated amortization, are included in intangible assets, net in the consolidated balance sheets.
These costs were allocated using a methodology that management believes is reasonable for the item being allocated. Allocation methodologies 107 Table of Contents include Informa Tech Digital Business's relative share of revenues, headcount, usage, or functional spend as a percentage of the total.
These costs were allocated using a methodology that management believes is reasonable for the item being allocated. Allocation methodologies include Informa Tech Digital Business's relative share of revenues, headcount, usage, or functional spend as a percentage of the total.
For the year ended December 31, 2024, the Company estimates that a 10% unfavorable movement in foreign currency exchange rates would have decreased operating income by $6.0 million assuming that all currencies moved in the same direction at the same time and a constant ratio of non-U.S. dollar denominated revenue and expenses to U.S. dollar denominated revenue and expenses.
For the year ended December 31, 2025, the Company estimates that a 10% unfavorable movement in foreign currency exchange rates would have decreased operating income by $6.9 million assuming that all currencies moved in the same direction at the same time and a constant ratio of non-U.S. dollar denominated revenue and expenses to U.S. dollar denominated revenue and expenses.
Cash pooling arrangement Prior to the Merger, the Parent used a centralized approach to cash management and financing of its operations. The majority of Informa Tech Digital Business’s cash was transferred to the Parent on a regular basis, and the Parent funds Informa 108 Table of Contents Tech Digital Business’s operating and investing activities as needed.
Cash pooling arrangement Prior to the Merger, the Parent used a centralized approach to cash management and financing of its operations. The majority of Informa Tech Digital Business’s cash was transferred to the Parent on a regular basis, and the Parent funds Informa Tech Digital Business’s operating and investing activities as needed.
The amount of actual costs that may have been incurred if Informa TechTarget were a standalone company would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure.
The amount of actual costs that may have been incurred if Informa TechTarget were a standalone company would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure. 68 Table of Contents 2.
Overview Background Informa TechTarget helps technology companies accelerate growth through first party business-to-business (“B2B”) data, market insight and market access. Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services.
Overview Background Informa TechTarget helps technology companies accelerate growth through first party B2B data, market insight and market access. Following a period of expansion, the specialist technology research business of Informa TechTarget is now among the largest providers of these services.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the combined financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
The analysis of 78 Table of Contents the fair value of the Notes contains inherent assumptions related to the current stock price, interest rates, volatility and the remaining time to maturity. Business combinations and goodwill Informa TechTarget uses the acquisition method of accounting to account for acquisitions.
The analysis of the fair value of the Notes contains inherent assumptions related to the current stock price, interest rates, volatility and the remaining time to maturity. Business combinations and goodwill Informa TechTarget uses the acquisition method of accounting to account for acquisitions.
Convertible Notes and Credit Facility for further information. Revenues Informa TechTarget generates revenues by providing digital solutions that deliver business intelligence and advisory services, targeted audiences, highly qualified leads, demand generation and buyer intent, which helps customers to identify, reach, influence and transact with key technology decision makers.
Convertible Notes and Credit Facility for further information. 72 Table of Contents Revenues Informa TechTarget generates revenues by providing digital solutions that deliver business intelligence and advisory services, targeted audiences, highly qualified leads, demand generation and buyer intent, which helps customers to identify, reach, influence and transact with key technology decision makers.
Informa TechTarget pro forma financial information (unaudited) The following unaudited supplemental pro forma consolidated financial information presents Informa TechTarget’s results of operations for the years ended December 31, 2024 and 2023 as if the acquisition of Former TechTarget had occurred on January 1, 2023.
Informa TechTarget pro forma financial information (unaudited) The following unaudited supplemental pro forma consolidated financial information presents Informa TechTarget’s results of operations for the years ended December 31, 2024 and 2023 as if the acquisition of Former TechTarget had occurred 82 Table of Contents on January 1, 2023.
Integration-related costs typically include strategic consulting services, employee related costs, such as retention 82 Table of Contents and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration related costs. Interest income Interest income is recognized on an accruals basis, by reference to the principal outstanding and at the effective interest rate applicable.
Integration-related costs typically include strategic consulting services, employee related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration related costs. Interest income Interest income is recognized on an accruals basis, by reference to the principal outstanding and at the effective interest rate applicable.
Informa TechTarget estimates approximately $ 1.9 million to be uncollectable. The fair values of the assets acquired and liabilities assumed were determined using the income, market and cost approaches, in addition to the Binomial Lattice model.
Informa TechTarget estimates approximately $ 1.9 million to be uncollectable. 81 Table of Contents The fair values of the assets acquired and liabilities assumed were determined using the income, market and cost approaches, in addition to the Binomial Lattice model.
In addition, the CODM is regularly provided with total direct staff costs, which are a component of the significant expense categories and are disclosed in the consolidated statements of income (loss) and comprehensive income (loss), which was $ 148.1 million, $ 124.2 million, and $ 84.2 million for the year ended December 31, 2024, 2023, and 2022 respectively.
In addition, the CODM is regularly provided with total direct staff costs, which are a component of the significant expense categories and are disclosed in the consolidated statements of income (loss) and comprehensive income (loss), which was $ 264.1 million, $ 148.1 million, and $ 124.2 million for the year ended December 31, 2025, 2024, and 2023 respectively.
If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less 63 Table of Contents than its carrying value, management performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value.
If the qualitative impairment assessment concludes that it is more likely than not that the fair value of a reporting unit is less than its carrying value, management performs the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value.
As of and for the year ended December 31, 2024, $ 0.5 million of related party payables, $ 0.3 million of cost of revenues and $ 0.2 million of general and administrative expenses were recognized for these secondment arrangements. Refer to Note 4. Fair value measurements and Note 11. Income taxes for disclosure of other related party transactions. 14.
As of and for the year ended December 31, 2024, $ 0.5 million of related party payables, $ 0.3 million of cost of revenues and $ 0.2 million of general and administrative expenses were recognized for these secondment arrangements. Refer to Note 4. Fair value measurements and Note 12. Income taxes for disclosure of other related party transactions. 15.
Informa TechTarget utilizes significant estimates and assumptions in determining the estimated contingent consideration and associated expense or gain at each balance sheet date. The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the consolidated income statement.
Informa TechTarget utilizes significant estimates and assumptions in determining the estimated contingent consideration and associated expense or gain at each balance 48 Table of Contents sheet date. The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the consolidated income statement.
We believe that our audits provide a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP London, United Kingdom June 27, 2024, except for the effects of the restatement discussed in Note 1 (not presented herein) to the combined financial statements of Informa Tech Digital Businesses of Informa PLC appearing in Amendment No. 4 to Toro CombineCo, Inc.’s Registration Statement on Form S-4 (No. 333-280529) as filed on October 23, 2024, as to which the date is September 4, 2024 We served as the Business' auditor from 2024 to 2024. 66 Table of Contents TechTarget, Inc.
We believe that our audit provides a reasonable basis for our opinion. /s/ PricewaterhouseCoopers LLP London, United Kingdom 61 Table of Contents June 27, 2024, except for the effects of the restatement discussed in Note 1 (not presented herein) to the combined financial statements of Informa Tech Digital Businesses of Informa PLC appearing in Amendment No. 4 to Toro CombineCo, Inc.’s Registration Statement on Form S-4 (No. 333-280529) as filed on October 23, 2024, as to which the date is September 4, 2024 We served as the Business' auditor from 2024 to 2024. 62 Table of Contents TechTarget, Inc.
The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense.
The allowance for credit losses is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for credit losses are recorded in general and administrative expense.
Accordingly, Informa TechTarget, as part of its annual test of goodwill impairment at December 31, 2024, performed a quantitative goodwill impairment assessment on its reporting units using the following key assumptions in the fair value calculations: • Projected cash flows: Management used a two-stage valuation approach to project impairment test cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin.
Accordingly, Informa TechTarget, as part of its annual test of goodwill impairment at December 31, 2025 and 2024, and for the first, second, and third quarters of 2025, performed a quantitative goodwill impairment assessment on its reporting units using the following key assumptions in the fair value calculations: • Projected cash flows: Management used a two-stage valuation approach to project impairment test cash flows, which included key assumptions of forecasted revenue growth rate and EBITDA margin.
Comprehensive income (loss) 84 Table of Contents Comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive income includes changes the Company’s foreign currency translation adjustments and unrealized gains and losses on short-term investments.
Comprehensive income (loss) Comprehensive income (loss) includes all changes in equity during a period, except those resulting from investments by stockholders and distributions to stockholders. The Company's comprehensive income (loss) includes changes in foreign currency translation adjustments and unrealized gains and losses on short-term investments.
Item 4. Mine Safety Disclosures Not Applicable. 42 Table of Contents P ART II Ite m 5.
Item 4. Mine Safety Disclosures Not Applicable. 40 Table of Contents P ART II Ite m 5.
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