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

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.

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 October ~~31, 2020,~~29, 2021, the registrant had ~~28,098,707~~28,819,686 shares of common stock, $0.001 par value per share, outstanding.

	September 30, 2020			December 31, 2019			September 30, 2021			December 31, 2020
Assets	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Current assets:
Cash	$	57,408		$	52,487		$	99,383		$	82,616
Short-term investments		5,064			5,012			5,085			84
Accounts receivable, net of allowance for doubtful accounts of $1,893 and $1,899 respectively		24,380			27,102
Accounts receivable, net of allowance for doubtful accounts of $1,928 and $1,754 respectively								45,528			40,183
Prepaid taxes		3,211			1,017			4,532			796
Prepaid expenses and other current assets		1,706			1,813			4,782			4,084
Total current assets		91,769			87,431			159,310			127,763
Property and equipment, net		13,088			12,371			17,467			13,661
Goodwill		97,174			93,639			197,108			179,118
Intangible assets, net		3,369			710			112,651			108,872
Operating lease assets with right-of-use		24,779			26,385			21,626			26,031
Deferred tax assets		127			136			228			216
Other assets		901			936			964			907
Total assets	$	231,207		$	221,608		$	509,354		$	456,568
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,624		$	2,036		$	2,956		$	4,303
Current operating lease liability		2,829			2,571			3,675			3,611
Current portion of term loan		1,706			1,241
Accrued expenses and other current liabilities		4,058			2,476			15,750			16,539
Accrued compensation expenses		1,298			3,679			11,194			5,789
Income taxes payable		—			65			—			487
Contract liabilities		6,701			4,335			29,689			15,689
Total current liabilities		18,216			16,403			63,264			46,418
Long-term portion of term loan		21,066			22,473
Non-current operating lease liability		26,047			28,170
Non-current lease liability								22,677			26,943
Convertible debt								195,631			153,882
Other liabilities								3,174			2,971
Deferred tax liabilities		1,757			1,611			16,087			23,848
Other liabilities		1,865			—
Total liabilities		68,951			68,657			300,833			254,062
Leases and contingencies (see Note 9)
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued or outstanding		—			—			—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 55,608,094 and 54,903,824 shares issued, respectively; 28,098,707 and 28,142,519 shares outstanding, respectively		56			55
Treasury stock, at cost; 27,509,387 and 26,761,305 shares, respectively		(199,796	)		(184,972	)
Common stock, $0.001 par value; 100,000,000 shares authorized; 56,330,528 and 55,633,155 shares issued, respectively; 28,819,686 and 28,122,603 shares outstanding, respectively								56			56
Treasury stock, at cost; 27,510,842 and 27,510,552 shares, respectively								(199,796	)		(199,796	)
Additional paid-in capital		327,899			317,675			353,644			363,055
Accumulated other comprehensive loss		(177	)		(319	)
Accumulated other comprehensive income								(110	)		1,611
Retained earnings		34,274			20,512			54,727			37,580
Total stockholders’ equity		162,256			152,951			208,521			202,506
Total liabilities and stockholders’ equity	$	231,207		$	221,608		$	509,354		$	456,568

	For the Three Months Ended						For the Nine Months Ended						For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,						September 30,						September 30,
	2020			2019			2020			2019			2021			2020			2021			2020
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	36,244		$	33,809		$	102,456		$	98,067
Cost of revenues⁽¹⁾		9,212			8,047			26,148			23,011
Revenue													$	69,751		$	36,244		$	186,431		$	102,456
Cost of revenue⁽¹⁾														16,805			9,212			49,087			26,148
Amortization of acquired technology														766			—			2,307			—
Gross profit		27,032			25,762			76,308			75,056			52,180			27,032			135,037			76,308
Operating expenses:
Selling and marketing⁽¹⁾		13,792			12,454			39,311			38,877			25,403			13,792			69,108			39,311
Product development⁽¹⁾		1,961			2,085			5,839			6,073			2,790			1,961			8,247			5,839
General and administrative⁽¹⁾		3,355			3,107			9,976			9,252			13,432			3,355			26,075			9,976
Depreciation and amortization, excluding depreciation of $274, $94, $666, and $163, respectively, included in cost of revenues		1,452			1,205			4,250			3,481
Depreciation, excluding depreciation of $503, $274, $1,330 and $666, respectively, included in cost of revenue														1,454			1,202			4,063			3,559
Amortization														1,969			250			5,257			691
Total operating expenses		20,560			18,851			59,376			57,683			45,048			20,560			112,750			59,376
Operating income		6,472			6,911			16,932			17,373			7,132			6,472			22,287			16,932
Interest and other income (expense), net		91			(409	)		(388	)		(798	)		(199	)		91			(1,381	)		(388	)
Income before provision for income taxes		6,563			6,502			16,544			16,575			6,933			6,563			20,906			16,544
(Benefit) Provision for income taxes		(219	)		1,151			2,782			3,783			(3,051	)		(219	)		3,992			2,782
Net income	$	6,782		$	5,351		$	13,762		$	12,792		$	9,984		$	6,782		$	16,914		$	13,762
Other comprehensive income (loss), net of tax:
Unrealized income (loss) on investments (net of tax provision of $3, $0, $(10), and $0, respectively)	$	12		$	—		$	(36	)	$	—
Unrealized income (loss) on investments (net of tax provision of $0, $3, $0 and $(10), respectively)													$	—		$	12		$	—		$	(36	)
Foreign currency translation gain (loss)		210			(235	)		178			(252	)		(3,330	)		210			(1,721	)		178
Other comprehensive income (loss)		222			(235	)		142			(252	)		(3,330	)		222			(1,721	)		142
Comprehensive income	$	7,004		$	5,116		$	13,904		$	12,540		$	6,654		$	7,004		$	15,193		$	13,904
Net income per common share:
Basic	$	0.24		$	0.19		$	0.50		$	0.46		$	0.35		$	0.24		$	0.60		$	0.50
Diluted	$	0.24		$	0.19		$	0.48		$	0.45		$	0.32		$	0.24		$	0.56		$	0.48
Weighted average common shares outstanding:
Basic		27,781			27,910			27,773			27,785			28,473			27,781			28,255			27,773
Diluted		28,473			28,370			28,412			28,253			32,267			28,473			32,170			28,412

Cost of revenues	$	121	$	64	$	260	$	144
Cost of revenue									$	435	$	121	$	1,331	$	260
Selling and marketing		2,849		1,911		7,155		6,567		5,305		2,849		12,363		7,155
Product development		117		106		438		292		139		117		915		438
General and administrative		1,236		849		3,191		2,151		8,437		1,236		12,319		3,191

Common Stock

Treasury Stock

Number of
Shares

$0.001
Par Value

Number of
Shares

Cost

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
Income (Loss)

Retained
Earnings

Total
Stockholders’
Equity

Balance, December 31, 2019

54,903,824

$
55

26,761,305

$
(184,972
)

$
317,675

$
(319
)

$
20,512

$
152,951

Issuance of common stock from restricted stock awards

123,027

—

—

—

—

—

—

—

Purchase of common stock through stock buyback

—

—

736,760

(14,824
)

—

—

—

(14,824
)
Impact of net settlements

230

—

230

—

(68
)

—

—

(68
)
Stock-based compensation expense(1)

—

—

—

—

5,294

—

—

5,294

Comprehensive income:

Unrealized loss on investments

—

—

—

—

—

(132
)

—

(132
)
Unrealized loss on foreign currency exchange

—

—

—

—

—

(53
)

—

(53
)
Net income

—

—

—

—

—

—

2,207

2,207

Balance, March 31, 2020

55,027,081

$
55

27,498,295

$
(199,796
)

$
322,901

$
(504
)

$
22,719

$
145,375

Issuance of common stock from restricted stock awards

8,000

—

—

—

—

—

—

—

Stock-based compensation expense

—

—

—

—

3,293

—

—

3,293

Comprehensive income:

Unrealized gain on investments

—

—

—

—

—

84

—

84

Unrealized gain on foreign currency exchange

—

—

—

—

—

21

—

21

Net income

—

—

—

—

—

—

4,773

4,773

Balance, June 30, 2020

55,035,081

$
55

27,498,295

$
(199,796
)

$
326,194

$
(399
)

$
27,492

$
153,546

Issuance of common stock from restricted stock awards

561,921

1

—

—

460

—

—

461

Impact of net settlements

11,092

—

11,092

—

(3,078
)

—

—

(3,078
)
Stock-based compensation expense

—

—

—

—

4,323

—

—

4,323

Comprehensive income:

Unrealized gain on investments

—

—

—

—

—

12

—

12

Unrealized gain on foreign currency exchange

—

—

—

—

—

210

—

210

Net income

—

—

—

—

—

—

6,782

6,782

Balance, September 30, 2020

55,608,094

$
56

27,509,387

$
(199,796
)

$
327,899

$
(177
)

$
34,274

$
162,256

~~(1)~~

~~Includes $1.8 million of accrued compensation expense from 2019.~~

	Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity
Balance, December 31, 2020		55,633,155	$	56		27,510,552	$	(199,796	)	$	363,055		$	1,611		$	37,580	$	202,506
Reclassification due to the adoption of ASU 2020-06		—		—		—		—			(30,500	)		—			233		(30,267	)
Issuance of common stock from restricted stock awards		24,815		—		—		—			—			—			—		—
Impact of net settlements		290		—		290		—			(370	)		—			—		(370	)
Stock-based compensation expense(1)		—		—		—		—			7,425			—			—		7,425
Comprehensive income:
Unrealized gain on foreign currency exchange		—		—		—		—			—			1,034			—		1,034
Net income		—		—		—		—			—			—			1,810		1,810
Balance, March 31, 2021		55,658,260	$	56		27,510,842	$	(199,796	)	$	339,610		$	2,645		$	39,623	$	182,138
Issuance of common stock from exercise of options		2,500		—		—		—			16			—			—		16
Issuance of common stock from restricted stock awards		9,125		—		—		—			—			—			—		—
Registration fees		—		—		—		—			(29	)		—			—		(29	)
Stock-based compensation expense		—		—		—		—			6,012			—			—		6,012
Comprehensive income:
Unrealized gain on foreign currency exchange		—		—		—		—			—			575			—		575
Net income		—		—		—		—			—			—			5,120		5,120
Balance, June 30, 2021		55,669,885	$	56		27,510,842	$	(199,796	)	$	345,609		$	3,220		$	44,743	$	193,832
Issuance of common stock from restricted stock awards		660,643		—		—		—			—			—			—		—
Stock-based compensation expense(2)		—		—		—		—			8,035			—			—		8,035
Comprehensive income:
Unrealized loss on foreign currency exchange		—		—		—		—			—			(3,330	)		—		(3,330	)
Net income		—		—		—		—			—			—			9,984		9,984
Balance, September 30, 2021		56,330,528	$	56		27,510,842	$	(199,796	)	$	353,644		$	(110	)	$	54,727	$	208,521

	Common Stock				Treasury Stock																Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity			Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity
Balance, December 31, 2018		54,117,325	$	54		26,326,280	$	(177,905	)	$	307,014		$	(215	)	$	3,637	$	132,585
Issuance of common stock from exercise of options		10,000		—		—		—			23			—			—		23
Balance, December 31, 2019																						54,903,824	$	55		26,761,305	$	(184,972	)	$	317,675		$	(319	)	$	20,512	$	152,951
Issuance of common stock from restricted stock awards		112,545		—		—		—			—			—			—		—			123,027		—		—		—			—			—			—		—
Purchase of common stock through stock buyback		—		—		220,297		(3,125	)		—			—			—		(3,125	)		—		—		736,760		(14,824	)		—			—			—		(14,824	)
Impact of net settlements		6,391		—		6,391		—			(868	)		—			—		(868	)		230		—		230		—			(68	)		—			—		(68	)
Stock-based compensation expense(1)																						—		—		—		—			5,294			—			—		5,294
Comprehensive income:
Unrealized loss on investments																						—		—		—		—			—			(132	)		—		(132	)
Unrealized loss on foreign currency exchange																						—		—		—		—			—			(53	)		—		(53	)
Net income																						—		—		—		—			—			—			2,207		2,207
Balance, March 31, 2020																						55,027,081	$	55		27,498,295	$	(199,796	)	$	322,901		$	(504	)	$	22,719	$	145,375
Issuance of common stock from restricted stock awards																						8,000		—		—		—			—			—			—		—
Stock-based compensation expense		—		—		—		—			3,179			—			—		3,179			—		—		—		—			3,293			—			—		3,293
Comprehensive income:
Unrealized gain on investments																						—		—		—		—			—			84			—		84
Unrealized gain on foreign currency exchange		—		—		—		—			—			41			—		41			—		—		—		—			—			21			—		21
Net income		—		—		—		—			—			—			3,290		3,290			—		—		—		—			—			—			4,773		4,773
Balance, March 31, 2019		54,246,261	$	54		26,552,968	$	(181,030	)	$	309,348		$	(174	)	$	6,927	$	135,125
Issuance of common stock from exercise of options		56,207		—		—		—			—			—			—		—
Issuance of common stock from restricted stock awards		—		—		97,427		(1,600	)		—			—			—		(1,600	)
Purchase of common stock through stock buyback		—		—		—		—			3,762			—			—		3,762
Comprehensive income:
Unrealized loss on foreign currency exchange		—		—		—		—			—			(58	)		—		(58	)
Net income		—		—		—		—			—			—			4,151		4,151
Balance, June 30, 2019		54,302,468	$	54		26,650,395	$	(182,630	)	$	313,110		$	(232	)	$	11,078	$	141,380
Issuance of common stock from exercise of options		16,000		1		—		—			95			—			—		96
Balance, June 30, 2020																						55,035,081	$	55		27,498,295	$	(199,796	)	$	326,194		$	(399	)	$	27,492	$	153,546
Issuance of common stock from restricted stock awards		333,414		—		—		—			—			—			—		—			561,921		1		—		—			460			—			—		461
Impact of net settlements		14,535		—		14,535		—			(1,751	)		—			—		(1,751	)		11,092		—		11,092		—			(3,078	)		—			—		(3,078	)
Stock-based compensation expense		—		—		—		—			2,930			—			—		2,930			—		—		—		—			4,323			—			—		4,323
Comprehensive income:
Unrealized loss on foreign currency exchange		—		—		—		—			—			(235	)		—		(235	)
Unrealized gain on investments																						—		—		—		—			—			12			—		12
Unrealized gain on foreign currency exchange																						—		—		—		—			—			210			—		210
Net income		—		—		—		—			—			—			5,351		5,351			—		—		—		—			—			—			6,782		6,782
Balance, September, 2019		54,666,417	$	55		26,664,930	$	(182,630	)	$	314,384		$	(467	)	$	16,429	$	147,771
Balance, September 30, 2020																						55,608,094	$	56		27,509,387	$	(199,796	)	$	327,899		$	(177	)	$	34,274	$	162,256

	Nine Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2020			2019			2021			2020
	(Unaudited)						(Unaudited)
Operating activities:
Net income	$	13,762		$	12,792		$	16,914		$	13,762
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		4,916			3,644
Depreciation								5,393			4,225
Amortization								7,564			691
Provision for bad debt		303			237			43			303
Stock-based compensation		11,044			9,154			26,928			11,044
Amortization of debt issuance costs		7			7			982			7
Deferred tax provision		158			(412	)		2,839			158
Changes in operating assets and liabilities:
Accounts receivable		2,419			5,162			(5,388	)		2,419
Prepaid expenses and other current assets		(3,094	)		152			(5,596	)		(3,094	)
Other assets		30			(58	)		390			30
Accounts payable		(412	)		139			(1,298	)		(412	)
Income taxes payable		953			550			308			953
Accrued expenses and other current liabilities		(190	)		(63	)		(6,295	)		(190	)
Operating lease right-of-use assets and liabilities, net		(263	)		(237	)		224			(263	)
Accrued compensation expenses		(516	)		(452	)		48			(516	)
Contract liabilities		2,366			(623	)		13,823			2,366
Other liabilities		1,865			1			207			1,865
Net cash provided by operating activities		33,348			29,993			57,086			33,348
Investing activities:
Purchases of property and equipment, and other capitalized assets		(4,943	)		(4,771	)
Purchases of property and equipment, and other capitalized assets, net								(9,245	)		(4,943	)
Purchases of investments and maturities of investments		(96	)		500			(5,001	)		(96	)
Acquisitions of businesses, net		(5,015	)		—			(24,346	)		(5,015	)
Net cash used in investing activities		(10,054	)		(4,271	)		(38,592	)		(10,054	)
Financing activities:
Tax withholdings related to net share settlements		(3,146	)		(2,619	)		(370	)		(3,146	)
Purchase of treasury shares and related costs		(14,824	)		(4,725	)		—			(14,824	)
Proceeds from exercise of stock options		460			119
Registration fees								(29	)		—
Debt issuance costs								—			(11	)
Proceeds from stock option exercises								16			460
Payment of earnout liabilities								(1,059	)		—
Term loan principal payment		(938	)		(938	)		—			(938	)
Debt issuance costs		(11	)		—
Net cash used in financing activities		(18,459	)		(8,163	)		(1,442	)		(18,459	)
Effect of exchange rate changes on cash		86			(92	)		(285	)		86
Net increase in cash		4,921			17,467			16,767			4,921
Cash at beginning of period		52,487			34,673			82,616			52,487
Cash at end of period	$	57,408		$	52,140		$	99,383		$	57,408
Supplemental disclosure of cash flow information:
Cash paid for taxes, net	$	4,906		$	3,512		$	5,367		$	4,906

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

TechTarget, Inc. and its subsidiaries ~~(the~~(collectively, the “Company”) is a ~~leading~~global data and analytics leader and software provider ~~of specialized online content~~ for buyers of ~~enterprise technology products and services, and a leading provider of purchase-intent~~purchase intent-driven marketing and sales ~~services~~data for ~~business-to-business “B2B”~~enterprise technology ~~companies.~~vendors. The Company’s service offerings enable ~~enterprise B2B~~ technology ~~companies~~vendors to better identify, reach and influence corporate ~~enterprise~~information technology ~~decision makers~~(“IT”) decision-makers actively researching specific ~~enterprise technology~~IT purchases. The Company improves ~~B2B technology companies’~~vendors’ ability to impact these audiences for business growth using advanced targeting, analytics and data services complemented ~~with~~by customized marketing programs that integrate demand generation, ~~and~~ brand advertising ~~techniques.~~techniques, and content curation and creation. The Company operates a network of ~~over 140~~approximately 150 websites and 1,125 webinars and virtual event channels, which each ~~of which focuses~~focus on a ~~major enterprise technology~~specific IT sector such as storage, security or networking. ~~Enterprise technology~~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 ~~platform enables enterprise technology~~platforms enable IT and business professionals to navigate the complex and rapidly changing ~~enterprise technology~~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 meet ~~enterprise technology~~IT and business professionals’ needs for expert, peer and IT vendor information and provide ~~a platform~~platforms on which ~~IT vendors~~business-to-business technology companies can launch targeted marketing campaigns which generate measurable return on investment. Based upon the logical clustering of ~~members’~~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 including: Security, Networking, Storage,~~categories: Security; Networking; Storage; Data Center and Virtualization ~~Technologies,~~Technologies; CIO/IT ~~Strategy,~~Strategy; Business Applications and ~~Analytics,~~Analytics; Application Architecture and ~~Development,~~Development; and ANCL Channel.

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 fiscal year ended December 31, ~~2019,~~2020, and in this note to the condensed consolidated financial ~~statements~~.statements.

The accompanying ~~consolidated financial statements~~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”) ~~and~~, TechTarget Germany ~~GmbH.~~GmbH and as of December 23, 2020, BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (collectively, the “BrightTALK subsidiaries”). 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.

. The BrightTALK subsidiaries are entities through which the Company does business for the BrightTALK webinar and virtual event and audience delivery platform.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles or “~~GAAP~~”“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 ~~accounting principles generally accepted in the~~ 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, ~~2019.~~2020.

The Company historically presented depreciation and amortization expense as one combined line item on the Condensed Consolidated Statements of Income and Comprehensive Income. Due to the Company’s recent acquisitions, the materiality of amortization expense has increased and the Company has elected to present these expenses in two separate line items for all periods presented. This reclassification had no effect on total operating expenses or net income.

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. 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.

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 ~~revenues~~revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to ~~revenues,~~revenue, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, self-insurance accruals, 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.

The Company generates its ~~revenues~~revenue from the sale of ~~targeted~~purchase intent data and marketing and ~~advertising campaigns,~~sales services, which it delivers via its network of websites, webinar and virtual event channels, and data analytics 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.

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 September 30, ~~2020,~~2021, the Company’s collectability assessment ~~considered~~continues to include the business and market disruptions caused by COVID-19 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.

Financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration, approximates their estimated fair values. 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.

The Company uses its best estimates and assumptions to assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement.

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.

Other liabilities consist of the long-term portions of amounts payable related toour acquisition of substantially all of the assets of ~~Data Science Central~~Xtelligent Healthcare Media, LLC ~~(see Notes 4 and 14)~~ and the amounts deferred under the Coronavirus Aid, Relief and Economic

Security Act ~~(CARES Act)~~(the “CARES Act”) which allows employers to defer the payment of the Company’s employer share of FICA payroll taxes. The amount of the employer share of FICA payroll taxes (6.2% of the first $137,700 of employee pay) due for the period beginning on March 27, 2020, and ending December 31, 2020, ~~can be~~were deferred. The deferred amounts ~~will then be~~are payable in equal installments at December 31, 2021 and December 31, 2022. Amounts relating to the payment due December 31, 2021 of $1.2 million are included in accrued expenses as of September 30, 2021.

In February 2016, the FASB issued Accounting Standard Update (ASU) No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than twelve months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the Consolidated Statements of Income and Comprehensive Income. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees, capital and operating leases, existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company adopted ASU 2016-02 in the first quarter of 2019 using the modified retrospective approach, and elected the package of practical expedients permitted under the transition guidance. Results and disclosure requirements for reporting periods beginning after January 1, 2019 are presented under Topic 842.

The Company elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward our historical lease classification, our assessment on whether a contract was or contains a lease, and our initial direct costs for any leases that existed prior to January 1, 2019. We also elected to combine our lease and non-lease components and to keep leases with an initial term of 12 months or less off the balance sheet and recognize the associated lease payments in the Consolidated Statements of Income and Comprehensive Income on a straight-line basis over the lease term. The Company recorded operating lease assets with right-of-use of $27.5 million and $2.9 million current operating lease liability and $29.2 million non-current operating lease liability as of January 1, 2019, of which $4.9 million and $0.3 million were reclassified from deferred rent and prepaid rent, respectively (see Note 9).

In January 2017, the ~~FASB~~Financial Accounting Standards Board (“FASB”) issued ~~ASU~~Accounting Standards Update (“ASU”) No. 2017-04, Intangibles-Goodwill and Other (Topic 350), ~~Simplifying~~simplifying the Test for Goodwill Impairment ~~("ASU 2017-04")~~(ASU 2017-04). ASU 2017-04 eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge (step 2 of the goodwill impairment test) and instead requires only a one-step quantitative impairment test, performed by comparing the fair value of goodwill with its carrying amount. ASU 2017-04 is effective on a prospective basis effective for goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. ~~The Company~~We adopted the new standard effective January 1, ~~2020. The adoption of this~~2020 and the guidance did not have a material impact on our condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract (ASU 2018-15), which requires implementation costs incurred by customers in cloud computing arrangements (i.e., hosting arrangements) to be capitalized under the same premises of authoritative guidance for internal-use software, and deferred over the non-cancellable term of

the cloud computing arrangements plus any optional renewal periods that are reasonably certain to be exercised by the customer or for which the exercise is controlled by the service provider. ASU 2018-15 is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years, with early adoption permitted. ~~The Company~~We adopted the new standard effective January 1, ~~2020. The adoption of this~~2020 and the guidance did not have a material impact on our condensed consolidated financial statements.

In June 2016, the FASB issued ASU ~~2016-13,~~No. 2016-03, “Measurement of Credit Losses on Financial Instruments,” (ASU ~~2016-13)~~2016-03) which amends ASC 326 “Financial Instruments—Credit Losses” which introduces a new methodology for accounting for credit losses on financial instruments. The guidance establishes a new ~~forward -looking~~forward-looking "expected loss model" that requires entities to estimate current expected credit losses on accounts receivable and financial instruments by using all practical and relevant information. ~~The Company~~We adopted the new standard effective January 1, ~~2020. The adoption of this~~2020 and the guidance did not have a material impact on our condensed consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, “Changes to Disclosure Requirements for Fair Value Measurements” (Topic 820) (ASU 2018-13), which improved the effectiveness of disclosure requirements for recurring and nonrecurring fair value measurements. The standard removes, modifies, and adds certain disclosure requirements. ~~The Company~~We adopted the new standard effective January 1, ~~2020. The adoption of this~~2020 and the guidance did not have a material impact on ~~the Company’s~~our condensed consolidated financial statements.

In December 2019, the FASB issued ASU No. 2019-12 ~~Income Taxes (Topic 740): “Simplifying~~(ASU 2019-12), Simplifying the Accounting for Income ~~Taxes” (ASU 2019-12)~~Taxes (Topic 740). ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 effective January 1, 2021 and the guidance did not have a material impact on the Company’s condensed consolidated financial statements.

In August 2020, the FASB issued No. ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40), which simplifies the accounting for ~~income taxes. This guidance will be effective~~certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments and contracts on an entity’s own equity. Among other things, the standard removes certain accounting models which require bifurcation from the host contract of certain features of convertible debt instruments, unless the feature qualifies as a derivative under ASC 815. Additionally, companies are required to use the if-converted method for usconvertible instruments in ~~the first quarter~~their calculations of ~~2021 on a prospective basis, and early~~diluted earnings per share. Early adoption is ~~permitted.~~ permitted but no earlier than the fiscal year beginning after December 15, 2020.

The Company ~~is currently evaluating~~elected to early adopt ASU 2020-06 effective January 1, 2021. The Company has elected the modified retrospective method to transition to the guidance. The modified retrospective method requires the Company to:

The following table summarizes the impact of the ~~new guidance~~adoption of ASU 2020-06 on ~~our~~the Company’s condensed consolidated financial ~~statements.~~statements:

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 September 30,				For the Nine Months Ended September 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019		2021		2020		2021		2020
North America	$	21,663	$	22,813	$	62,518	$	66,444	$	41,852	$	21,663	$	114,306	$	62,518
International		14,581		10,996		39,938		31,623		27,899		14,581		72,125		39,938
Total	$	36,244	$	33,809	$	102,456	$	98,067	$	69,751	$	36,244	$	186,431	$	102,456

Timing may differ between the satisfaction of performance obligations and the invoicing and collections of amounts related to the Company’s contracts with customers. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. Additionally, certain customers may receive credits, which are accounted for as a material right. The Company estimates these amounts based on the expected amount of future services to be provided to the customer and allocates a portion of the transaction price to these material rights. The Company recognizes these material rights as the material rights are exercised. The resulting ~~amounts~~material rights amount included in the contract liabilities on the accompanying Condensed Consolidated Balance Sheets ~~were $2.5~~was $2.1 million and ~~$2.4~~$2.2 million at September 30, ~~2020,~~2021, and December 31, ~~2019,~~2020, respectively. Revenue recognized for the three and nine months ended September 30, 2021, respectively that had been recorded in deferred revenue at the beginning of the respective quarters, was $14.8 million and $42.9 million.

The Company measures certain financial assets and liabilities at fair value on a recurring basis, including short-term and long-term investments and contingent consideration. The Company’s bank and money market accounts are in bank deposits and are not quoted instruments. As such, ~~they~~the Company’s bank and money market accounts are all considered cash. The fair value of these financial assets and liabilities carried at fair value was determined based on three levels of input as follows:

The fair value hierarchy of the Company’s financial assets carried at fair value and measured on a recurring basis is as follows:

			Fair Value Measurements at September 30, 2020								Fair Value Measurements at September 30, 2021
	September 30, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		September 30, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments (1)	$	5,064	$	—	$	5,064	$	—	$	5,085	$ —		$	5,085	$	—
Total assets	$	5,064	$	—	$	5,064	$	—	$	5,085	$	—	$	5,085	$	—
Liabilities:
Contingent consideration - current (2)	$	820	$	—	$	—	$	820	$	3,116	$ —		$ —		$	3,116
Contingent consideration - non-current (2)		454		—		—		454	$	1,954	$ —		$ —		$	1,954
Total liabilities	$	1,274	$	—	$	—	$	1,274	$	5,070	$	—	$	—	$	5,070

			Fair Value Measurements at December 31, 2019								Fair Value Measurements at December 31, 2020
	December 31, 2019		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments(1)	$	5,012	$	—	$	5,012	$	—
Short-term investments (1)									$	84	$	—	$	84	$	—
Total assets	$	5,012	$	—	$	5,012	$	—	$	84	$	—	$	84	$	—
Liabilities:
Contingent consideration - current (2)									$	1,027	$	—	$	—	$	1,027
Contingent consideration - non-current (2)										1,751		—		—		1,751
Total liabilities									$	2,778	$	—	$	—	$	2,778

Cash is carried at cost, which approximates fair market value. As of September 30, ~~2020~~2021 and December 31, ~~2019~~2020, cash consisted of ~~$57.4~~$99.4 million and ~~$52.5~~$82.6 million respectively.

Investments are recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive income, a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of these investments are determined using the specific identification method. ~~The cumulative unrealized loss, net of taxes, was $3 thousand as of September 30, 2020.~~ There were 0 realized gains or losses as of September 30, 2021 or December 31, ~~2019.~~2020.

	September 30, 2020									September 30, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Short-term investments:
Bond funds	$	5,110	$	—	$	(46	)	$	5,064	$	5,084	$	1	$	—	$	5,085
Total short-term investments	$	5,110	$	—	$	(46	)	$	5,064	$	5,084	$	1	$	—	$	5,085

	December 31, 2019								December 31, 2020
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Short-term investments:
Bond funds	$	5,012	$	—	$	—	$	5,012	$	84	$	—	$	—	$	84
Total short-term investments	$	5,012	$	—	$	—	$	5,012	$	84	$	—	$	—	$	84

Goodwill and indefinite-lived intangible assets are not amortized but are reviewed annually for impairment or more frequently if impairment indicators arise. The Company did not have any intangible assets with indefinite lives other than goodwill as of September 30, 2021 or December 31, 2020. There were 0 indications of impairment as of September 30, 2021, and the Company believes that, as of the balance sheet dates presented, none of the Company’s goodwill or intangible assets were impaired. Goodwill increased $18.0 million and $3.5 million for the nine months ended September 30, 2021 and 2020 respectively. $16.1M of the 2021 increase is from the purchase of Xtelligent Healthcare Media, LLC, with other changes primarily from translation adjustments booked to other comprehensive income. $3.4 million of the 2020 increase was from the purchase of Data Science Central, LLC, with other changes primarily from translation adjustments booked to other comprehensive income.

			December 31, 2019									September 30, 2021
	Estimated Useful Lives (Years)		Gross Carrying Amount		Accumulated Amortization			Net		Estimated Useful Lives (Years)		Gross Carrying Amount		Accumulated Amortization			Net
Customer, affiliate and advertiser relationships	5-17		$	6,520	$	(6,290	)	$	230	5-19		$	85,572	$	(10,299	)	$	75,273
Developed websites, technology and patents		10		1,476		(1,026	)		450		10		34,877		(3,657	)		31,220
Trademark, trade name and domain name	5-8			1,792		(1,763	)		29	5-16			7,902		(2,219	)		5,683
Proprietary user information database and internet traffic		5		1,122		(1,122	)		—		5		1,135		(1,135	)		—
Non-Compete agreement		1.5		10		(9	)		1
Non-compete agreements										1.5-3			600		(125	)		475
Total intangible assets			$	10,920	$	(10,210	)	$	710			$	130,086	$	(17,435	)	$	112,651

Intangible assets are amortized over their estimated useful lives, which range from ~~approximately 3~~eighteen months to 17nineteen years, using methods of amortization that are expected to reflect the estimated pattern of economic use. The remaining amortization expense will be recognized over a weighted-average period of approximately ~~4.9~~ ~~years~~.seven years. Amortization expense was ~~$0.3~~$6.7 million and ~~$0.1~~$0.3 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Amortization expense relating to developed websites, technology and patents is recorded within costs of revenues. All other amortization is recorded within operating expenses as the remaining intangible assets consist of customer-related assets which generate website traffic that the Company considers to be in support of selling and marketing activities. The Company did 0t write off any fully amortized intangible assets in the first nine months of ~~2020.~~2021.

Years Ending December 31:	Amortization Expense		Amortization Expense
2020 (October 1 – December 31)	$	112
2021		468
2021 (October 1 – December 31)			$	2,440
2022		498		9,297
2023		329		9,130
2024		318		9,099
2025				9,060
Thereafter		1,644		73,625
Total	$	3,369	$	112,651

A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income per common share is as follows:

	For the Three Months Ended				For the Nine Months Ended				For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,				September 30,				September 30,
	2020		2019		2020		2019		2021		2020		2021		2020
Numerator:
Net income	$	6,782	$	5,351	$	13,762	$	12,792	$	9,984	$	6,782	$	16,914	$	13,762
Denominator:
Basic:
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding		27,781,080		27,910,030		27,772,509		27,785,024		28,472,510		27,781,080		28,255,113		27,772,509
Diluted:
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding		27,781,080		27,910,030		27,772,509		27,785,024		28,472,510		27,781,080		28,255,113		27,772,509
Effect of potentially dilutive shares ⁽¹⁾		691,519		460,132		639,416		468,280		3,794,258		691,519		3,915,150		639,416
Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares		28,472,599		28,370,162		28,411,925		28,253,304		32,266,768		28,472,599		32,170,263		28,411,925
Net Income Per Share:
Basic net income per share	$	0.24	$	0.19	$	0.50	$	0.46
Diluted net income per share	$	0.24	$	0.19	$	0.48	$	0.45
Net Income Per Common Share:
Basic:
Net income applicable to common stockholders									$	9,984	$	6,782	$	16,914	$	13,762
Weighted average shares of stock outstanding										28,472,510		27,781,080		28,255,113		27,772,509
Basic net income per common share									$	0.35	$	0.24	$	0.60	$	0.50
Diluted:
Net income applicable to common stockholders									$	10,375	$	6,782	$	18,085	$	13,762
Weighted average shares of stock outstanding										32,266,768		28,472,599		32,170,263		28,411,925
Diluted net income per common share ⁽¹⁾									$	0.32	$	0.24	$	0.56	$	0.48

In December 2020, the Company issued $201.3 million in aggregate principal amount of 0.125% convertible senior notes (the “Notes”) due December 15, 2025, unless earlier repurchased by the Company or converted by the holder pursuant to their terms. Interest is payable semiannually in arrears on June 15 and December 15 of each year, which commenced on June 15, 2021.

The Notes are governed by an indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee (the “Indenture”). The Notes are unsecured and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

The Notes have an initial conversion rate of 14.1977 shares of common stock per $1,000 principal amount of the Notes. This represents an initial effective conversion price of approximately $70.43 per share of common stock and 2,857,447 shares issuable upon conversion of the full aggregate principal amount of the Notes. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. As of September 30, 2021, no such adjustment has occurred. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of the Notes.

Prior to the close of business on September 15, 2025, the Notes will be convertible at the option of holders during certain periods, only upon satisfaction of certain conditions set forth below. On or after September 15, 2025, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at the conversion price at any time regardless of whether the conditions set forth below have been met.

Holders may convert all or a portion of their Notes prior to the close of business on September 14, 2025, in multiples of the $1,000 principal amount, only under the following circumstances:

Prior to the adoption of ASU 2020-06, based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturities, the Company estimated the implied market interest rate of its Notes to be approximately 5%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component of the Notes, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $158.8 million upon issuance, calculated as the present value of future contractual payments based on the $201.3 million of aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes. The $42.5 million difference between the gross proceeds received from the issuance of the Notes of $201.3 million and the estimated fair value of the liability component

represents the equity component of the Notes and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

In accounting for the transaction costs related to the issuance of the Notes, the Company allocated the total amount incurred to the liability and equity components in proportion to the allocation of proceeds. Transaction costs attributable to the liability component, totaling $5.25 million, are being amortized to expense over the term of the Notes, and transaction costs attributable to the equity component, totaling $1.4 million, were included with the equity component in shareholders’ equity.

Effective January 1, 2021, upon the adoption of ASU 2020-06, the Company reclassified the equity component into the debt component as more fully described above.

The following table sets forth total interest expense recognized related to the Notes:

As of September 30, 2021, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted prices of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows:

Based on the closing price of our common stock of $82.42 on September 30, 2021, the if-converted value of the Notes was greater by $34.3 million than their aggregate principal amount. The effective interest rate of the Notes is 0.8%.

On December 24, 2018, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Western Alliance Bank (the “Bank”) as the lender. The Loan Agreement ~~provides~~provided for a $25 million term loan facility with a maturity date of December 10, ~~2023 (the “Term Loan”).~~2023. The Loan Agreement was paid in full in December 2020 and all liens related to the Loan Agreement released.

The Term Loan is secured by a lien on substantially all of the assets of the Company, including a pledge of the stock of certain of its wholly-owned subsidiaries (limited, in the case of the stock of certain foreign subsidiaries of the Company, to no more than 65% of the capital stock of such subsidiaries).

The Term Loan must be repaid quarterly, with applicable interest paid monthly, in the following manner: 1.25% of the initial aggregate borrowings are due and payable each quarter for the first two loan years, 1.88% of the initial aggregate borrowings are due and payable each quarter for the third loan year, and 2.50% of the initial aggregate borrowings are due and payable each quarter for the fourth and fifth loan years. At maturity, all outstanding amounts, including unpaid principal and accrued and unpaid interest,Borrowings under the Loan Agreement ~~will be due and payable.~~

~~The Term Loan bears~~bore interest, on the outstanding daily balance thereof, at a floating per annum rate equal to one and three-eighths percent (1.375%) above the greater of (a) the ~~one-month~~one (1) month U.S. ~~LIBOR~~London Interbank Offered Rate (“LIBOR”) rate reported in The Wall Street Journal as of such date or (b) two percent (2.00%).

On ~~July 2, 2020,~~October 29, 2021, the Company entered into a Loan and Security ~~Modification~~ Agreement ~~(“Modification Agreement”)~~ with Western Alliance Bank, as administrative agent and collateral agent for the ~~Bank pursuant to which the Company~~lenders, and the ~~Bank agreed~~banks and other financial institutions or entities from time to ~~amend the~~time party thereto as lenders (the “2021 Loan ~~Agreement.~~Agreement”). The ~~Modification Agreement, among other things, added or amended certain definitions in the~~2021 Loan Agreement ~~added~~provides for a ~~financial covenant requiring the Company to maintain an Asset Coverage Ratio (as defined in the~~$75 million revolving credit facility with a $5 million letter-of-credit sublimit and a maturity date of October 29, 2023. The 2021 Loan ~~Agreement) of no less than 1.0 to 1.0 tested as~~Agreement is secured by substantially all of the ~~end of each quarter, and provided~~

the Company with a new revolving line of credit facility of $20,000,000 (“Line of Credit”). The Line of Credit allows the Company to request non-formula advances in an aggregate principal amount not to exceed the Line of Credit and to use the proceeds of such advances until the facility matures on July 2, 2022. AdvancesCompany’s assets. Borrowings under the ~~Line of Credit~~2021 Loan Agreement bear interest at a ~~floating~~ rate equal to ~~one-quarter percent (0.25%) above~~one (1) month U.S. LIBOR, plus a spread based upon the ~~Prime Rate~~Company’s leverage (as ~~published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time~~defined by ~~Western Alliance Bank~~ ~~as its Prime Rate); provided that at no time shall the interest rate on such advances be less than three~~2021 Loan Agreement), which may vary between 2.00% and ~~one half percent (3.50%)~~2.75%. The ~~Modification Agreement also establishes a process by which the Company and the Bank will determine an alternative interest rate for the Company’s existing Term Loan under the~~2021 Loan Agreement ~~in the event that the Bank determines that LIBOR ceases~~is subject to ~~exist or is no longer available. In addition, the Company will be required to pay customary fees~~various leverage and expenses, including an annual facility fee with respect to the Line of Credit. Together, the Loan Agreement and Line of Credit are guaranteed by the Company and secured by substantially all assets of the Company and its subsidiaries. The Company had 0non-financial covenants. NaN amounts were outstanding under the ~~Line~~2021 Loan Agreement as of ~~Credit at September 30, 2020.~~the date of this filing.

The Company conducts its operations in leased office facilities under various noncancelable operating lease agreements that expire through December 2029.

On October 26, 2017, the Company entered into a Third Amendment (the “Third Amendment”) to the lease agreement for office space in Newton, Massachusetts, dated as of August 4, 2009 (the “Newton Lease”). The Third Amendment extended the lease term to December 31, 2029 and preserves the Company’s option to extend the term for an additional five-year period subject to certain terms and conditions set forth in the Newton Lease. The Third Amendment reduced the rentable space from approximately 110,000 square feet to approximately 74,000 square feet effective January 1, ~~2019,~~2018. As of January 1, 2018, base monthly rent under the Third Amendment is $0.3 million. The base rent increases biennially at a rate averaging approximately 1% per year, as of January 1, 2020. The Company remains responsible for certain other costs under the Third Amendment, including operating expense and taxes.

In April 2021, the Company ~~adopted Topic 842 Leases using~~entered into a Fourth Amendment (the “Fourth Amendment”). The Fourth Amendment became effective during May 2021. The Fourth Amendment reduced the ~~modified retrospective approach.~~rentable space from approximately 74,000 square feet to approximately 68,000 square feet and provided the Company with a one-time payment of approximately $0.6 million. As of May 1, 2021, base monthly rent is approximately $0.3 million per month. All other terms and conditions are substantially similar to those terms in the Third Amendment.

Certain of the Company’s operating leases, including the Newton Lease, include lease incentives and escalating payment amounts and are renewable for varying periods. The Company ~~recorded operating~~recognizes the related rent expense on a straight-line basis over the term of each lease, ~~assets (right-of-use assets) of $27.5 million~~taking into account the lease incentives and ~~operating~~escalating lease ~~liabilities of $32.1 million. There was no impact to retained earnings upon adoption of Topic 842.~~payments.

The Company has various non-cancelable lease agreements for certain of its offices with original lease periods expiring between 2021 and 2029. ~~Lease~~The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain ~~the Company~~it will exercise that option. Leases with a renewal ~~option~~options allow the Company to extend the lease term typically between 1 and 5 years. When determining the lease term, renewal options reasonably certain of being exercised are included in the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such option. Renewal and termination options were generally not included in the lease term for the Company's existing operating leases. Certain of the arrangements have discounted rent periods or escalating rent payment provisions. Leases with an initial term of twelve months or less are not recorded on the ~~Consolidated Balance Sheets.~~condensed consolidated balance sheets. The Company recognizes rent expense on a straight-line basis over the lease term. ~~The Company’s lease agreements do not contain any material residual value guarantee or material restrictive covenants.~~

As of September 30, ~~2020,~~2021, operating lease assets were ~~$24.8~~$21.6 million and operating lease liabilities were ~~$28.9~~$26.4 million. The ~~maturity~~maturities of the Company’s operating lease liabilities as of September 30, ~~2020 are~~2021 were as follows:

	Minimum Lease		Minimum Lease
Years Ending December 31:	Payments		Payments
2020 (October 1 – December 31)	$	731
2021		4,055
2021 (October 1 – December 31)			$	876
2022		3,782		4,454
2023		3,696		4,033
2024		3,725		3,986
2025				3,197
Thereafter		17,759		13,195
Total future minimum lease payments	$	33,748		29,741
Less imputed interest		4,872		3,389
Total operating lease liabilities	$	28,876	$	26,352

Included in the Consolidated Balance Sheet:
Current operating lease liabilities	$	2,829	$	3,675
Non-current operating lease liabilities		26,047		22,677
Total operating lease liabilities	$	28,876	$	26,352

For the three and nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, the total lease cost iswas comprised of the following amounts:

	Three Months Ended				Nine Months Ended				Three Months Ended September 30,				Nine Months Ended September 30,
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019		2021		2020		2021		2020
Operating lease expense	$	988	$	964	$	2,881	$	2,914	$	1,109	$	988	$	3,362	$	2,881
Short-term lease expense		13		22		67		64		37		13		179		67
Total lease expense	$	1,001	$	986	$	2,948	$	2,978	$	1,146	$	1,001	$	3,541	$	2,948

If the rate implicit in the lease is not readily determinable, the Company uses its incremental borrowing rate as the discount rate. The Company uses its best judgment when determining the incremental borrowing rate, which is the rate of interest that the Company would have to pay to borrow on a collateralized basis over a similar term to the lease payments in a similar currency.

From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, the Company did 0t have any pending claims, charges, or litigation that it expects would have a material adverse effect on its condensed consolidated financial position, results of operations, or cash flows.

In April 2007, the ~~Board~~Company’s board of directors approved the 2007 Stock Option and Incentive Plan (the “2007 Plan”), which was approved by the stockholders of the Company and became effective upon the consummation of the Company’s IPO in May 2007. The 2007 Plan allowed the Company to grant ~~ISOs, NSOs,~~incentive stock options (“ISOs”), non-qualified stock options (“NSOs”), stock appreciation rights, deferred stock awards, restricted stock units and other awards. Under the 2007 Plan, stock options could not be granted at less than fair market value on the date of grant and grants generally vested over a three- to four-year period. Stock options granted under the 2007 Plan expire no later than ten years after the grant date. Additionally, beginning with awards made in August 2015, the Company had the option to direct a net issuance of shares for satisfaction of tax liability with respect to vesting of awards and delivery of shares. Prior to August 2015, this choice of settlement method was solely at the discretion of the award recipient. The 2007 Plan expired in May 2017.

NaN new awards may be granted under the 2007 Plan; however, the shares of common stock remaining in the 2007 Plan are available for issuance in connection with previously awarded grants under the 2007 Plan. There are ~~55,000~~37,500 shares of common stock that remain subject to outstanding stock grants under the 2007 Plan as of September 30, ~~2020.~~2021.

In March 2017, the ~~Board~~Company’s board of directors approved the 2017 Stock Option and Incentive Plan (the “2017 Plan”), which was approved by the stockholders of the Company at the 2017 Annual Meeting and became effective June 16, 2017. The 2017 Plan replaces the Company’s 2007 Plan. On ~~that date,~~June 16, 2017, 3,000,000 shares of ~~Common Stock~~the Company’s common stock were reserved for issuance under the 2017 Plan and, generally, shares that are forfeited or canceled from awards under the 2017 Plan also will be available for future awards. In April 2021, the stockholders of the Company authorized the issuance of an additional 3,800,000 shares of the Company’s common stock under the 2017 Plan. Under the 2017 Plan, the Company may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants generally vest in equal tranches over a three-year period. Stock options granted under the 2017 Plan expire no later than ten years after the grant date. Shares of stock issued pursuant to restricted stock awards are restricted in that they are not transferable until they vest. ~~Stock~~Shares of stock underlying awards of restricted stock units are not issued until the units vest. Non-qualified stock options cannot be exercised until they vest. Under the 2017 Plan, all stock options and stock appreciation rights must be granted with an exercise price that is at least equal to the fair market value of the common stock on the date of grant. The 2017 Plan broadly prohibits the repricing of options and stock appreciation rights without stockholder approval and requires that no dividends or dividend equivalents be paid with respect to options or stock appreciation rights. The 2017 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards (referred to as “full-value awards”), ~~they~~such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of ~~1,533,000~~1,683,350 shares of common stock that remain subject to outstanding ~~stock~~stock-based grants under the 2017 Plan as of September 30, ~~2020.~~2021. There are a total of 3,157,218 shares of common stock that are available for issuance under the 2017 Plan as of September 30, 2021.

The Company uses the Black-Scholes option pricing model to calculate the grant date fair value of an award.

The expected volatility of options granted has been determined using a weighted average of the historical volatility of the Company’s common stock for a period equal to the expected life of the option. The expected life of options has been determined utilizing the “simplified” method. The risk-free interest rate is based on a zero coupon U.S. treasury instrument whose term is consistent with the expected life of the stock options. The Company has not paid and does not anticipate paying cash dividends on its shares of common stock; therefore, the expected dividend yield is assumed to be 0. The Company applied an estimated annual forfeiture rate based on historical averages in determining the expense recorded in each period.

A summary of the stock option activity under the Company’s plans for the nine months ended September 30, ~~2020~~2021 is presented below:

The total intrinsic value of options exercised (i.e. the difference between the market price at exercise and the price paid by the employee to exercise the options) was $154 thousand during the nine months ended September 30, 2021. The total amount of cash received from exercise of these options was approximately $16 thousand during the nine months ended September 30, 2021. The total intrinsic value of options exercised was $1.0 million during the nine months ended September 30, ~~2020~~2020. The total amount of cash received from exercise of these options was approximately $0.5 million during the nine months ended September 30, 2020. The total intrinsic value of options exercised was $416 thousand during the nine months ended September 30, 2019. The total amount of cash received from exercise of these options was approximately $119 thousand during the nine months ended, September 30, 2019.

Restricted stock units are valued at the market price of a share of the Company’s common stock on the date of the grant. A summary of the restricted stock unit activity under the Company’s plans for the nine months ended September 30, ~~2020~~2021 is presented below:

Year-to-Date Activity	Shares			Weighted- Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value		Shares			Weighted- Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Nonvested outstanding at December 31, 2019		1,301,130		$	21.82
Nonvested outstanding at December 31, 2020									1,478,000		$	31.33		—
Granted		891,712		$	34.67				825,920		$	73.46		—
Vested		(709,842	)	$	19.96				(695,445	)	$	31.05		—
Forfeited		(17,500	)	$	25.61				(13,000	)	$	52.20		—
Nonvested outstanding at September 30, 2020		1,465,500		$	30.49	$	64,423
Nonvested outstanding at September 30, 2021									1,595,475		$	53.11	$	131,499

There were 695,445 restricted stock units with a total grant-date fair value of $21.6 million that vested during the nine months ended September 30, 2021. There were 709,842 restricted stock units with a total grant-date fair value of $14.2 million that vested during the nine months ended September 30, 2020. There were 17,500 shares forfeited with a total value of $0.5 million for the nine months ended September 30, 2020. There were 687,046 restricted stock units with a total grant-date fair value of $10.8 million that vested during the nine months ended September 30, 2019.

As of September 30, ~~2020~~2021, there was ~~$41.6~~$77.8 million of total unrecognized compensation expense related to stock options and restricted stock units, which is expected to be recognized over a weighted average period of ~~2.2~~2.1 years.

As of, September 30, 2020 the Company has reserved 1,803,002 shares of common stock for use in settling outstanding options and unvested restricted stock units that have not been issued as well as future awards available for grant under the 2007 and 2017 Plans.

InOn November 7, 2018, the Company announced ~~that the Board had authorized~~ a ~~$25.0 million~~ stock repurchase program (the “November 2018 Stock Repurchase Program”) ~~under which~~whereby the Company iswas authorized to repurchase up to an aggregate amount of $25.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in a manner that may be determined by management. The Company repurchased 736,760, 411,849 and 243,425 shares at an aggregate purchase price of ~~approximately~~ $14.8 million, $7.1 million and $3.1 million and an average share price of $20.10, $17.14 and $12.82 during the ~~first quarter of~~years ended December 31, 2020, 2019, and 2018, respectively, under the November 2018 Stock Repurchase Program. We terminated the November 2018 Stock Repurchase Program in May 2020.

In May 2020, the Company announced that the board of directors had authorized a new stock repurchase program (the “May 2020 Repurchase Program”) whereby we are authorized to repurchase an additional $25.0 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in the manner that may be determined by management. NaN amounts were repurchased under this plan during the ~~second quarter of 2020 and the November 2018 Repurchase Program was terminated on May 1, 2020.~~nine month period ended September 30, 2021.

~~On May 1, 2020, the Company’s Board of Directors approved a new~~ ~~two-year~~ $25.0 million stock repurchase program (the “May 2020 Repurchase Program”). Repurchases of the Company's stock under the May 2020 Repurchase Program may be made in the open market, in privately negotiated transactions, or pursuant to one or more trading plans. The timing and amount of repurchases, if any, will be determined by the Company's management at its discretion and be based on a variety of factors such as the market price of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The May 2020 Repurchase Program may be modified, suspended or discontinued at any time. NaN amounts were repurchased under May 2020 Repurchase Program during the second or third quarter of 2020.

Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying Condensed Consolidated Balance Sheets.~~All share repurchases were funded with cash on hand.~~

As of September 30, 2021, the Company has reserved 4,878,068 shares of common stock for use in settling outstanding options and unvested restricted stock units that have not been issued, as well as future awards available for grant under the 2007 Plan and 2017 Plan and 4,000,186 shares issuable upon conversion of the Notes.

The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period. The estimated annual effective income tax rate is based upon the Company’s estimations of annual pre-tax income, the geographic mix of pre-tax income, and its interpretations of tax laws. The Company updates the estimate of its annual effective tax rate at the end of each quarterly period. The Company recorded income tax expense (benefit) of ~~$2.8~~$(3.1) million and ~~$3.8~~$4.0 million for the three and nine months ended September 30, 2021 respectively. The tax expense for the nine months ended September 30, ~~2020~~2021 was reduced by approximately $5.4 million excess tax benefits of stock-based compensation, and increased by approximately $3.2 million due to an increase in the corporate tax rate in the United Kingdom from 19% to 25% which became law in June of 2021 with an effective date of April 1, 2023. This change impacted the value of the Company’s deferred tax assets and liabilities in the United Kingdom. The Company recorded income tax expense (benefit) of $(0.2) million and $2.8 million for the three and nine months ended September 30, ~~2019~~2020 respectively.

The Company views its operations and manages its business as 1 operating segment which is the business of providing purchase intent marketing and sales services. The Company aggregated its operating segment based ~~on factors such as how~~upon the ~~Company manages~~similar economic and operating characteristics of its ~~operations and how its executive management team reviews results and makes decisions on how to allocate resources and assess performance.~~operations.

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019		2021		2020		2021		2020
North America	$	21,663	$	22,813	$	62,518	$	66,444	$	41,852	$	21,663	$	114,306	$	62,518
International		14,581		10,996		39,938		31,623		27,899		14,581		72,125		39,938
Total	$	36,244	$	33,809	$	102,456	$	98,067	$	69,751	$	36,244	$	186,431	$	102,456

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,				For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2020		2019		2020		2019		2021		2020		2021		2020
United States	$	24,970	$	25,424	$	71,604	$	73,497	$	49,440	$	24,970	$	132,709	$	71,604
United Kingdom		4,433		3,445		12,756		9,885		9,453		4,433		26,426		12,756
Other international		6,841		4,940		18,096		14,685		10,858		6,841		27,296		18,096
Total	$	36,244	$	33,809	$	102,456	$	98,067	$	69,751	$	36,244	$	186,431	$	102,456

	September 30, 2020		December 31, 2019		September 30, 2021		December 31, 2020
United States	$	109,443	$	102,572	$	224,831	$	195,424
International		4,188		4,148		102,395		106,227
Total	$	113,631	$	106,720	$	327,226	$	301,651

Long-lived assets are comprised of property and equipment, net; goodwill; and intangible assets, net. NoThe United Kingdom accounted for 31% of the Company’s long-lived assets for the nine months ended September 30, 2021 and no single country outside of the U.S. or United Kingdom accounted for 10% or more of the Company’s long-lived assets during either of these periods.

During July 2021, the Company acquired substantially all the assets of Xtelligent Healthcare Media, LLC, a leading healthcare business to business media company focusing on healthcare-related technology for consideration of $24.3 million in cash after deducting $0.7million for negative working capital and contingent consideration valued at $2.5 million. The earnouts are subject to certain revenue growth targets and the payment is adjusted based on actual results with a maximum payment of $5 million dollars. The transaction was not material to the Company and the costs associated with the acquisition were not material. The Company accounted for the transaction as a business combination. In allocating the purchase consideration based on estimated fair values, the Company recorded $11.4 million of intangible assets and $16.1 million of goodwill. The majority of the goodwill balance associated with this business combination is deductible for U.S. income tax purposes.

On December 23, 2020, the Company acquired all outstanding stock of BrightTALK Limited and its wholly owned subsidiary BrightTALK, Inc., which is a leading marketing platform for webinars and virtual events that enables marketers to create original webinar and video content. The Company has included the financial results of BrightTALK in the condensed consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were approximately $5.0 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for BrightTALK was approximately $151.0 million in cash.

Our condensed consolidated financial statements have not been retroactively restated to include BrightTALK’s historical financial position or results of operations. The acquisition was accounted for as a business combination. In accordance with the purchase method of accounting, the purchase price paid has been allocated to the assets and liabilities acquired based upon their estimated fair values as of the acquisition date, with the excess of the purchase price over the net assets acquired recorded as goodwill. We have substantially completed our valuation processes of all of the assets and liabilities acquired in the acquisition, however, until we have completed our valuation process, there may be adjustments to our estimates of fair value and resulting preliminary purchase price allocation, specifically those that require significant accounting estimates and assumptions.

~~On February 18,~~The following table shows the preliminary purchase price allocation as of the date acquired, and adjustments to September 30, 2021 (in thousands):

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The provisional measurements of fair value for income taxes payable and deferred taxes set forth above may be subject to change as additional information is received and certain tax returns are finalized. Certain tax attributes that will benefit the Company, for which the calculations are not yet complete, are payable to the seller upon the Company’s realization of those benefits. Estimated fair value measurements relating to the acquisition are made using Level 3 inputs including discounted cash flow techniques. Fair value is estimated using inputs primarily from the income approach, which include the use of both the multiple period excess earnings method and the relief from royalties method. The significant assumptions used in estimating fair value include (i) the estimated life the asset will contribute to cash flows, such as attrition rate of customers or remaining contractual terms, (ii) profitability and (iii) the estimated discount rate that reflect the level of risk associated with receiving future cash flows. The Company valued the customer relationship asset using an income approach; specifically, the multi-period excess earnings method. The significant assumptions used to value customer relationships included, among others, attrition rates, revenue growth rate, and discount rate. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

During 2020, the Company acquired substantially all of the ~~operating~~ assets of ~~Data Science Central LLC, which is a niche digital publishing~~2 other companies for an aggregate of $25.0 million in cash and ~~media company focused on data science~~$2.2 million of contingent consideration and ~~business analytics for $5.5 million, plus a potential future earnout valued at $0.9 million at~~has included the ~~time~~financial results of ~~acquisition, which is currently valued at $1.3 million (Note 4). A $5.0 million cash payment was made at closing, with~~these companies in its condensed consolidated financial statements from the ~~remainder due in fiscal year 2021.~~dates of acquisition. The ~~earnout is~~earnouts are subject to certain revenue growth targets and the payment is adjusted based on actual results. ~~If all targets are met,~~The transactions were not material to the ~~total~~Company and the costs associated with the acquisitions were not material. The Company accounted for the transactions as business combinations. In allocating the purchase ~~price, including~~consideration based on estimated fair values, the ~~earnout, shall not exceed $7.5~~Company recorded $17.1 million ~~which will become payable upon~~of intangible assets (offset by the ~~achievement~~value of ~~certain revenue objectives during~~assumed liabilities under of the ~~next two years.~~agreements of $3.5 million), and $12.7 million of goodwill. The majority of the goodwill balance associated with these business combinations is deductible for U.S. income tax purposes.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, ~~2019 under Part I, Item 1A, “Risk Factors,” in our Quarterly Report on Form 10-Q for in our Quarterly Report on Form 10-Q for the quarter ended June 30,~~ 2020 ~~under Part II, Item 1A, “Risk Factors”~~ under Part I, Item 1A, “Risk Factors,” and in the other documents we file with the Securities and Exchange Commission. Please refer to ourcautionary note regarding “Forward-Looking Statements” section on page ~~35.~~39 of this Quarterly Report on Form 10-Q.

TechTarget, Inc. (“we” or ~~“the Company”~~the “Company”) is a ~~Delaware corporation incorporated on September 14, 1999. Through continued innovation around our specialized online content~~global data and analytics leader and software provider for ~~buyers of enterprise technology solutions we have become a global leader in~~ purchase intent-driven marketing and sales data and content curation and creation services ~~that deliver~~which delivers business impact for ~~enterprise~~ business-to-business ~~“B2B” technology~~(“B2B”) companies. Our ~~offerings~~solutions enable B2B technology companies to ~~better~~ identify, reach, and influence ~~corporate~~key enterprise technology decision makers ~~actively researching specific enterprise technology purchases.~~faster and with higher efficacy. We improve ~~a vendor’s ability~~information technology (“IT”) vendors’ abilities to impact ~~these~~highly targeted audiences for business growth using advanced targeting, first-party analytics and data services complemented with customized marketing programs that integrate demand generation, brand marketing, and advertising techniques.

Enterprise technology has become increasingly specialized, and the websites within our network of over 140 websites address every major enterprise technology segment such as storage, security, networking, and business applications. Enterprise technology and business professionals rely on us for key decision support information tailored to their specific areas of responsibility.

We enable enterprise technology and business professionals to navigate the complex and rapidly-changing enterprise technology landscape where purchasing decisions can have significant financial and operational consequences. Our content strategy includes three primary sources ~~that~~which enterprise technology and business professionals use to assist them in their pre-purchase research: independent content provided by our professionals, vendor-generated content provided by our customers and member-generated, or peer-to-peer, content. In addition to utilizing our independent editorial content, registered members and users appreciate the ability to deepen their pre-purchase research by accessing the extensive ~~vendor supplied~~vendor-supplied content available across our website and webinar and virtual event channels network. Likewise, these members and users derive significant additional value from the ability of our network ~~provides~~ to ~~seamlessly interact with~~provide seamless interaction and contribute to information exchanges in a given field. To advance our ability to provide purchase intent-driven marketing and sales data, we have acquired a number of complementary business over the past several years. In July 2021, we acquired substantially all the assets of Xtelligent Healthcare Media, LLC, a leading healthcare business to business media company focusing on healthcare-related technology. During 2020, we acquired BrightTALK Limited, a technology media company that provides customers with a platform to create, host and promote virtual events, webinars and video content, The Enterprise Strategy Group, Inc., a leading provider of decision support content based on user research and market analysis for enterprise technology companies, and Data Science Central, LLC, a digital publishing and media company focused on data science and business analytics.

We had approximately ~~20.6~~28.2 million and ~~19.9~~20.6 million registered members – and users—our “audiences” ~~– as~~—as of September 30, 2021 and 2020, ~~and 2019~~ respectively. ~~During~~As a result of the ~~second quarter~~BrightTALK acquisition in December 2020, we added approximately 6.1 million unique users of ~~2020,~~ the ~~Company ended a partnership with a company covering the Belgium, Netherlands, and Luxembourg (“Benelux”) region. This reduced~~BrightTALK platform to our member number by 0.5 million. Additionally, we restated our 2019 membership to remove the Benelux member number as of September 30, 2019 (0.5 million). We believe that we have sufficient members within our remaining database to support our business needs within the Benelux region.audiences. While the size of our ~~registered member~~audiences base does not provide direct insight into our customer numbers or our ~~revenues,~~revenue, the value of our services sold to our customers is a direct result of the breadth and reach of this content footprint. This footprint creates the opportunity for our ~~customers~~clients to gain business leverage by targeting our audiences through customized marketing programs. Likewise, the behavior exhibited by these audiences enables us to provide our customers with data products to improve their marketing and sales efforts. The targeted nature of our member and user base enables B2B technology companies to reach a specialized audience efficiently because our content is highly segmented and aligned with the B2B technology companies’ specific products. ~~With it,~~

Through our ability to identify, reach and influence key decision makers, we have developed a broad customer base and, in ~~2020 expect to deliver~~2021, we anticipate delivering purchase intent-driven marketing and sales ~~services~~data programs to ~~approximately 1,500 to 1,600~~over 2,300 customers.

~~We finished~~In the ~~third~~first quarter of 2020, ~~in a strong financial position.~~we began to see the impacts of the COVID-19 pandemic on our business. As ~~of September 30, 2020, our balance sheet included:~~

~~Our remaining debt obligation for 2020, including required interest payments, is approximately $0.5 million. We generated $33.3 million in cash from operations during~~local and national actions, such as stay at home mandates, took effect, we began to see the ~~nine months ended September 30, 2020. In July 2020, we obtained a $20 million line of credit with~~ ~~Western Alliance~~ ~~Bank. While we do not have any current plans to utilize the line of credit, we feel~~macro-economic uncertainty that the ~~line of credit provides us with additional flexibility in the current economic environment.~~COVID-19 pandemic created, which impacted our customers’ purchasing decisions. We expect to be able to maintain adequate liquidity to satisfy our cash needs as we navigate through the current environment, although we could experience significant fluctuations in our cash flows from period to period. If necessary, we may take additional steps to preserve adequate liquidity, including through accessing capital markets and other sources of external financing.

During the third quarter we saw trends similar to those we saw at the end of the first quarter and during the second quarter. We saw a general shift in customer behavior moving away from longer-term contracts in favor of shorter-term contracts, which allowobserved our customers ~~greater flexibility.~~navigate this economic uncertainty through a combination of strategies, including focusing their buying decisions on shorter duration contracts. Additionally, our ability to attract new customers to longer-term contracts (which we define as contracts in excess of 270 days) was impacted as a result of the general cautiousness related to the COVID-19 ~~environment. These factors resulted in Priority Engine revenue growth of only 5% over last year. We saw weakness from our Global 10 accounts, in particular their investments in their branding.~~pandemic.

~~Our revenue growth in~~While the ~~quarter was driven in large part due to increases in our international revenue. We believe the increase in international revenue was driven by three factors:~~

WeCOVID-19 pandemic has not had a ~~successful new release~~material adverse impact on our operations, the future course of ~~Priority Engine, in September 2020,~~ ~~that significantly enhances~~ the ~~sales use case. The main improvements include proprietary first party purchase intent data at the individual prospect level, in addition~~pandemic and any potential financial impact remain highly uncertain and continue to ~~the account level data we had been previously providing and better integration with Salesforce.com. Initial results in the field are promising.~~

evolve. Even after the easing of governmental restrictions, ~~and~~as the severity of the COVID-19 pandemic lessens, we could experience further fluctuations in our results of operations and cash flows resulting from the ongoing global impacts of the pandemic and our customers’ realignment of their marketing and sales budgets.

Our priorities remain ensuring the health and safety of our employees, customers, vendors, members, stockholders, and other stakeholders, while delivering our content and services to our customers around the world and continuing to drive long-term growth.

At the beginning of 2020, we expected the strong demand we saw in 2019 to continue. However, beginning in March, we saw certain customers extend their normal sales cycles and shift their budgets away from long-term commitments to shorter-term marketing campaigns as they began to navigate through the pandemic. This trend continued throughout the second quarter and third quarters of 2020 and through the date of this report. We expect these adverse impacts to result in lower revenue for the duration of the pandemic. The impact COVID-19 will have on our 2020 results remains uncertain, and we continue to evaluate the impacts the pandemic will have on our business operations and strategy going forward. We believe we will return to normal growth rates when the macro environment improves.

Financial Results For the Nine Months Ended September 30, ~~2020 Financial Results~~2021

Our ~~revenues~~revenue for the nine months ended September 30, ~~2020~~2021 increased by ~~$4.4~~$84.0 million, or 4%82%, to ~~$102.5~~$186.4 million, compared with ~~$98.1~~$102.5 million, during the same period in ~~2019.~~2020. Revenue attributable to our acquisitions significantly contributed to our growth during the nine months ended September 30, 2021. As required under accounting principles generally accepted in the United States (“U.S. GAAP”), we recorded unearned revenue related to acquired contracts from acquired entities at fair value on the date of acquisition. As a result, we did not recognize certain revenue related to these acquired contracts that the acquired entities would have otherwise recorded as an independent entity. We also saw increased customer spend for additional data driven marketing products, including Priority Engine™ ~~revenues~~and lead generation and brand. Priority Engine™ revenue increased 5%16% to ~~more than~~$44.2 million, in the first nine months of 2021 compared with $38.2 million in the first nine months of 2020 compared with $36.3 million in the first nine months of 2019. This increase was offset, in part, by our legacy Global customers, who decreased their spend, particularly as it related to our brand offerings.

2020. The amount of revenue that we derived from longer-term contracts in the third quarter of ~~2020~~2021 increased 8%108%, compared to the third quarter of ~~2019. As noted above, we saw some of~~2020, which was significantly impacted by our ~~customers shift from long-term commitments to shorter-term commitments.~~acquisitions.

We continue to benefit from our customers’ increasing demand for purchase intent data to fuel their sales and marketing outreach. Another important factor in our revenue trajectory relates to the evolving way our customers use our purchase intent data relative to our offerings. Our offerings help customers identify “in-market” prospects for their products and ~~services –~~ services—our offerings help them reach, influence, and activate these prospects. A growing number of customers purchase “always on” programs from us that combine offerings to identify and influence active buyers throughout the year. ~~The growth in our longer-term revenue component is evidence of our continued traction for these types of integrated programs.~~ Additionally, customers use our offerings to support quarterly sales and marketing campaigns. These purchases are more ~~fluid –~~ fluid—customers of this type may focus more on offerings in a particular campaign, and shift objectives as opposed to an “always on” ~~program.~~program.

Our international geo-targeted ~~revenues,~~revenue, where our target audience is outside North America (“International”), increased more than ~~25%~~80% for the nine months ended September 30, ~~2020,~~2021, compared with the prior year period driven by the items noted above.

Gross profit percentage was ~~74%~~72% and ~~77%~~74% for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. Gross profit increased by ~~$1.3~~$58.7 million, mainly due to the increase in revenue compared to the same period a year ago.

The following discussion highlights key trends affecting our ~~business not including items relating to the global pandemic, which is discussed in further detail above.~~business.

~~Revenues~~Our revenue was up 92% in the third quarter of 2021 compared to the third quarter of 2020, which was primarily driven by the factors noted above. We have looked extensively at the dynamics between IT Deal Alert™ and other offerings and have evaluated whether our growth in IT Deal Alert™ customers is taking away from other products for those same accounts. However, our data indicates that this is not the case, and while our sales team is leading with IT Deal Alert™, our sales team continues to emphasize the benefits of integration across our product offerings.

Revenue changes for the three and nine month ~~period~~periods ended September 30, ~~2020~~2021, as compared to the same periods in ~~2019,~~2020, are shown in the table below. See the discussion above and ~~Note~~Notes 3 and ~~Note~~ 13 to our condensed consolidated financial statements for additional information on our revenues.

	For the Three Months Ended September 30,				Percent Change	For the Nine Months Ended September 30,				Percent Change	For the Three Months Ended September 30,				Percent Change	For the Nine Months Ended September 30,				Percent Change
	2020		2019			2020		2019			2021		2020			2021		2020
North America	$	21,663	$	22,813	-5%	$	62,518	$	66,444	-6%	$	41,852	$	21,663	93%	$	114,306	$	62,518	83%
International		14,581		10,996	33%		39,938		31,623	26%		27,899		14,581	91%		72,125		39,938	81%
Total	$	36,244	$	33,809	7%	$	102,456	$	98,067	4%	$	69,751	$	36,244	92%	$	186,431	$	102,456	82%

We sell customized marketing programs to B2B technology companies targeting a specific audience within a particular enterprise technology or business sector or sub-sector. We maintain multiple points of contact with our customers to provide support throughout their organizations and their customers’ ~~enterprise technology~~IT sales cycles. As a result, our customers often run multiple advertising programs with us in order to target their desired audience of enterprise technology and business professionals more effectively. There are multiple factors that can impact our customers’ marketing and advertising objectives and spending with us, including but not limited to, ~~enterprise technology~~IT product launches, increases or decreases to their advertising budgets, the timing of key industry marketing events, responses to competitor activities and efforts to address specific marketing objectives such as creating brand awareness or generating sales leads. Our products and services are generally delivered under short-term contracts that run for the length of a given program, typically less than nine months. ~~We continue~~In 2016, we began to enter into longer-term contracts with certain customers, and in the quarter ended September 30, ~~2020~~2021 approximately ~~35%~~37% of our ~~revenues were~~revenue was from longer-term ~~contracts of approximately twelve months.~~ contracts.

We use our offerings to provide B2B technology companies with numerous touch points to identify, reach and influence key enterprise technology decision makers. The following is a description of the products and services we offer:

~~IT Deal Alert.~~ IT Deal Alert is a suite of products and services for B2B technology companies that leverages the detailed purchase intent data that we collect about end-user enterprise technology organizations. Through proprietary scoring methodologies, we use this insight to help our customers identify and prioritize accounts whose content consumption around specific enterprise technology topics indicates that they are “in-market” for a particular product or service. We also use the data directly to identify and further profile accounts’ upcoming purchase plans.

~~Demand Solutions.~~ Our offerings enable our customers to reach and influence prospective buyers through content marketing programs designed to generate demand for their solutions, and through display advertising and other brand programs that influence consideration by prospective buyers. This allows B2B technology companies to maximize return on investment by capturing sales leads from the distribution and promotion of content to our audience of enterprise technology and business professionals. ~~Our demand solutions offerings may include the following program components:~~

~~Brand Solutions~~. Our suite of brand solutions offerings provides B2B technology companies exposure to targeted audiences of enterprise technology and business professionals actively researching information related to their products and services. We leverage our Activity Intelligence to enable significant segmentation and targeting of specific audiences that can be accessed through these programs. Components of brand programs may include:

~~Custom Content Creation~~. We will at times create white papers, case studies, webcasts or videos to our customers’ specifications through our Custom Content team. These customized content assets are then promoted to our audience within both demand solutions and brand solutions programs.

~~Our suite of demand solutions offerings allows~~ ~~B2B technology companies~~ to maximize return on investment by capturing sales leads from the distribution and promotion of content to our audience of enterprise technology and business professionals. Our demand solutions campaigns typically offer the Activity Intelligence Dashboard, a tool that gives our customers’ marketers and sales representatives a near real-time view of their prospects including insights on the research activities

Expenses consist of cost of ~~revenues,~~revenue, selling and marketing, product development, general and administrative, depreciation and amortization, and interest and other expense, net. Personnel-related costs are a significant component of each of these expense categories except for depreciation and amortization and interest and other expense, net.

Cost of ~~Revenues.~~Revenue. Cost of ~~revenues~~revenue consists primarily of: salaries and related personnel costs; member acquisition expenses (primarily keyword purchases from leading internet search sites); freelance writer expenses; website hosting costs; vendor expenses associated with the delivery of webcast, podcast, videocast and similar content, and other offerings; stock-based compensation expenses; facility expenses, and other related overhead.

Selling and Marketing. Selling and marketing expenses consist primarily of: salaries and related personnel costs; sales commissions; travel-related expenses; stock-based compensation expenses; facility expenses and other related overhead. Sales commissions are recorded as expense when earned by the ~~employee, based on recorded revenues.~~employee.

Product Development. Product development includes the creation and maintenance of our network of websites, advertiser offerings and technical infrastructure. Product development expense consists primarily of salaries and related personnel costs; stock-based compensation expenses; facility expenses, and other related overhead.

General and Administrative. General and administrative expenses consist primarily of salaries and related personnel costs; facility expenses and related overhead; accounting, legal and other professional fees; and stock-based compensation expenses.

Depreciation and Amortization. Depreciation expense consists of the depreciation of our property and equipment and other capitalized assets. Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to twelve years. Amortization of intangible assets expense consists of the amortization of intangible assets recorded in connection with our acquisitions. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from 3eighteen months to 17nineteen years, using methods that are expected to reflect the estimated pattern of economic use.

Interest and Other Income (Expense), Net. Interest and other expense, net consists primarily of interest costs and the related amortization of deferred issuance costs on amounts borrowed under our Convertible Senior Notes and our 2018 Loan and Security Agreement (the “Loan Agreement”) with Western Alliance Bank and amortization of premiums on our investments, less any interest income earned on cash, and short-term and long-term investments. We historically have invested our cash in money market accounts, municipal bonds, government agency bonds, U.S. Treasury securities and corporate bonds. Other expense, net consists of non-operating gains or losses, primarily related to realized and unrealized foreign currency gains and losses on trade assets and liabilities.

We use Adjusted Revenue, a non-GAAP financial measure to assist us in evaluating our operating performance to understand and compare operating results across accounting periods, for internal budgeting and forecasting purposes, for short- and long-term operating plans, and to evaluate our financial performance. We believe that non-GAAP Adjusted Revenue reflects our ongoing business in a manner that allows for meaningful period-to-period comparisons and analysis of trends in our business. We also believe that this non-GAAP measure provides useful information to investors and others in understanding and evaluating our operating results and prospects in the same manner as management and in comparing financial results across accounting periods. Regulation S-K Item 10(e), “Use of non-GAAP financial measures in Commission filings,” defines and prescribes the conditions for use of non-GAAP financial information.

A limitation of our non-GAAP financial measure of Adjusted Revenue is that it does not have a uniform definition. Our definition will likely differ from the definitions used by other companies, and therefore comparability may be limited.

We compensate for these limitations by reconciling the non-GAAP financial measure to GAAP revenue, the most comparable GAAP financial measure. Adjusted Revenue should be considered in addition to, not as a substitute for or in isolation from, GAAP revenue. We encourage investors and others to review our financial information in its entirety, not to rely on any single financial measure, and to view our non-GAAP financial measure in conjunction with the most comparable GAAP financial measure.

We define Adjusted Revenue as the sum of revenue and the impact of fair value adjustments to acquired unearned revenue related to services billed by an acquired company prior to its acquisition. Management uses this measure to evaluate growth of the business period over period, excluding the impact of adjustments due to purchase accounting. We believe that it is important to evaluate growth on this basis. We expect our Adjusted Revenue to converge over time with our GAAP revenue.

The discussion of our financial condition and results of operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with ~~accounting principles generally accepted in the~~ ~~United States (~~“U.S.”). GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, ~~revenues~~revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to ~~revenues,~~revenue, long-lived assets, goodwill, allowance for doubtful accounts, stock-based compensation, contingent liabilities, self-insurance accruals and income taxes. We based our estimates of the carrying value of certain assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting policies are those that affect our more significant judgments used in the preparation of our condensed consolidated financial statements. A description of our critical accounting policies and estimates is contained in our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019.~~2020. Other than those noted in Note 2 to our condensed consolidated financial statements, there were no material changes to our critical accounting policies and estimates during the first nine months of ~~2020.~~2021.

We are subject to income taxes in both the U.S. and foreign jurisdictions, and we use estimates in determining our provision for income taxes. We recognize deferred tax assets and liabilities based on temporary differences between the financial reporting and income tax bases of assets and liabilities using statutory rates.

Our deferred tax assets and liabilities are comprised primarily of book to tax differences on stock-based compensation and timing of deductions for rent expense, accrued expenses, depreciation and amortization. ~~As of~~For the three months ended September 30, ~~2020, we had foreign net operating loss (“NOL”) carryforwards~~2021, the Company reflected the impact of ~~$0.2 million,~~certain discrete items (mainly related to the book and tax difference relating to stock compensation) which ~~may be used to offset future taxable income in foreign jurisdictions indefinitely.~~created a tax benefit during the quarter.

The following table sets forth our results of operations for the periods indicated, including percentage of total ~~revenues:~~revenue:

	Three Months Ended September 30,										Nine Months Ended September 30,										Three Months Ended September 30,										Nine Months Ended September 30,
	2020					2019					2020					2019					2021					2020					2021					2020
Revenues	$	36,244		100	%	$	33,809		100	%	$	102,456		100	%	$	98,067		100	%
Cost of revenues		9,212		25	%		8,047		24	%	$	26,148		26	%		23,011		23	%
Revenue																					$	69,751		100	%	$	36,244		100	%	$	186,431		100	%	$	102,456		100	%
Cost of revenue																						16,805		24	%		9,212		25	%		49,087		26	%		26,148		26	%
Amortization of acquired technology																						766		1	%		—		0	%		2,307		1	%		—		0	%
Gross profit		27,032		75	%		25,762		76	%		76,308		74	%		75,056		77	%		52,180		75	%		27,032		75	%		135,037		72	%		76,308		74	%
Operating expenses:
Selling and marketing		13,792		38	%		12,454		37	%		39,311		38	%		38,877		40	%		25,403		36	%		13,792		38	%		69,108		37	%		39,311		38	%
Product development		1,961		5	%		2,085		6	%		5,839		6	%		6,073		6	%		2,790		4	%		1,961		5	%		8,247		4	%		5,839		6	%
General and administrative		3,355		9	%		3,107		9	%		9,976		10	%		9,252		9	%		13,432		19	%		3,355		9	%		26,075		14	%		9,976		10	%
Depreciation and amortization		1,452		4	%		1,205		4	%		4,250		4	%		3,481		4	%
Depreciation																						1,454		2	%		1,202		3	%		4,063		2	%		3,559		3	%
Amortization																						1,969		3	%		250		1	%		5,257		3	%		691		1	%
Total operating expenses		20,560		57	%		18,851		56	%		59,376		58	%		57,683		59	%		45,048		65	%		20,560		57	%		112,750		60	%		59,376		58	%
Operating income		6,472		18	%		6,911		20	%		16,932		17	%		17,373		18	%		7,132		10	%		6,472		18	%		22,287		12	%		16,932		17	%
Interest and other expense, net		91		0	%		(409	)	-1	%		(388	)	0	%		(798	)	-1	%
Interest and other income (expense), net																						(199	)	0	%		91		0	%		(1,381	)	-1	%		(388	)	0	%
Income before provision for income taxes		6,563		18	%		6,502		19	%		16,544		16	%		16,575		17	%		6,933		10	%		6,563		18	%		20,906		11	%		16,544		16	%
(Benefit) provision for income taxes		(219	)	-1	%		1,151		3	%		2,782		3	%		3,783		4	%
(Benefit) Provision for income taxes																						(3,051	)	-4	%		(219	)	-1	%		3,992		2	%		2,782		3	%
Net income	$	6,782		19	%	$	5,351		16	%	$	13,762		13	%	$	12,792		13	%	$	9,984		14	%	$	6,782		19	%	$	16,914		9	%	$	13,762		13	%

The comparability of our operating results in the three and nine months ended September 30, 2021 to the three and nine months ended September 30, 2020 was impacted by our recent acquisitions, including the acquisition of BrightTALK Limited in December 2020.

Comparison of Three Months Ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020

~~The increase~~Revenue increased for the three months ended September 30, 2021, as compared to the same period in ~~revenues was~~2020, primarily due to customers increasing their spend for additional data driven marketing products. Priority ~~Engine revenue grew 4% versus the prior year period to $13.2 million. Increases in~~Engine™, lead generation ~~driven by~~and brand revenue each increased over prior quarter and contributed to our growth, as well as revenue attributed to our acquisitions, which significantly contributed to our growth. As required under U.S. GAAP, we recorded unearned revenue related to acquired contracts from acquired entities at fair value on the ~~customers movement~~date of acquisition. As a result, we did not recognize certain revenue related to ~~shorter-term~~these acquired contracts ~~were offset by decreases in brand.~~that the acquired entities would have otherwise recorded as an independent entity.

	Three Months Ended September 30,											Three Months Ended September 30,
	2020			2019			Increase		Percent Change			2021			2020			Increase		Percent Change
Cost of revenues	$	9,212		$	8,047		$	1,165		14	%
Cost of revenue												$	16,805		$	9,212		$	7,593		82	%
Amortization of acquired technology												$	766		$	—		$	766
Gross profit	$	27,032		$	25,762		$	1,270		5	%	$	52,180		$	27,032		$	25,148		93	%
Gross profit percentage		75	%		76	%							75	%		75	%

Gross Profit. Our gross profit is equal to the difference between our ~~revenues~~revenue and our cost of revenues for the period. Gross profit percentage was 75% for ~~the three months ended~~ ~~September 30, 2020 and 76% for~~both the three months ended September 30, ~~2019.~~2021 and 2020. Gross profit increased by ~~$1.3~~$25.1 million in

the three months ended September 30, ~~2020~~2021 compared to the same period in ~~2019,~~2020, primarily ~~attributable~~due to increased ~~revenues~~revenue compared to the same period a year ~~ago, offset, in part, by an increase in outside consultant expenditures.~~ago. Because the majority of our costs are labor-related, we expect our gross profit to fluctuate from period to period depending on the total ~~revenues~~revenue for the period.

	Three Months Ended September 30,												Three Months Ended September 30,
	2020			2019			Increase (Decrease)			Percent Change			2021			2020			Increase (Decrease)			Percent Change
Operating expenses:
Selling and marketing	$	13,792		$	12,454		$	1,338			11	%	$	25,403		$	13,792		$	11,611			84	%
Product development		1,961			2,085			(124	)		-6	%		2,790			1,961			829			42	%
General and administrative		3,355			3,107			248			8	%		13,432			3,355			10,077			300	%
Depreciation and amortization		1,452			1,205			247			20	%
Depreciation														1,454			1,202			252			21	%
Amortization														1,969			250			1,719			688	%
Total operating expenses	$	20,560		$	18,851		$	1,709			9	%	$	45,048		$	20,560		$	24,488			119	%
Interest and other expense, net	$	91		$	(409	)	$	500			122	%
(Benefit) provision for income taxes	$	(219	)	$	1,151		$	(1,370	)		-119	%
Interest and other (income) expense, net													$	199		$	(91	)	$	(290	)		-319	%
(Benefit) for income taxes													$	(3,051	)	$	(219	)	$	2,832			1293	%

Selling and Marketing. Selling and marketing expenses increased for the three months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, primarily due to increases in pay related expenses related to our December 2020 and July 2021 acquisitions, and a $2.5 million increase in stock-based compensation expense, ~~(accounting for 70% of~~primarily due to increased stock prices from the ~~overall increase) and labor-related costs offset, in part, by a reduction of travel and entertainment expenses related to the COVID-19 circumstances pandemic.~~prior year.

Product Development. Product development expense increased for the three months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, primarily due to ~~an increase in labor and related costs which were capitalized.~~BrightTALK expense of $0.6M.

General and Administrative. General and administrative expense ~~decreased~~increased for the three months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, primarily due to an increase in ~~stock~~pay costs, $7.2 million increase in stock-based compensation ~~expenses offset~~costs and an increase in ~~part by decreases in labor costs.~~professional fees related to the December 2020 and July 2021 acquisitions.

Depreciation ~~and Amortization~~. Depreciation ~~and amortization~~ expense increased ~~due to newly acquired intangible assets with high value, which were placed in service during 2020 and amortized during~~for the three months ended September 30, ~~2020. Those intangible assets were not in service during~~2021, as compared to the same period in ~~2019.~~2020, due to increased capital expenditures, primarily from the BrightTALK acquisition.

Amortization. Amortization expense increased for the three months ended September 30, 2021, as compared to the same period in 2020, primarily due to intangible assets acquired in 2020 and 2021.

Interest and other (income) expense, net. Interest and other (income) expense ~~net decreased mainly due to changes in foreign currency adjustments~~increased for the three months ended September 30, 2021, as compared to the ~~prior period.~~same period in 2020, primarily due to amortization of debt issuance costs and currency fluctuations from trade receivables.

~~(Benefit) provision~~Benefit for income taxes. Our effective income tax rate was a benefit of 3%44% and ~~an expense of 18%~~3% for the three months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~decrease in~~tax expense for the ~~effective rate was~~three months ended September 30, 2021 decreased by approximately $2.8 million primarily due to ~~the impact~~an approximate $3.2 million increase in excess tax benefits of ~~excess deductions from~~ stock-based compensation, offset by a $0.4 million increase in ~~the third quarter of 2020, a discrete item.~~pretax income.

Comparison of Nine Months Ended September 30, ~~2020~~2021 and September 30, ~~2019~~2020

~~The increase~~Revenue increased for the nine months ended September 30, 2021, as compared to the same period in ~~revenues was~~2020, primarily due to customers increasing their ~~spending~~spend for additional data driven marketing products. Priority Engine™ ~~revenues were up 5% in versus last year to $38.2 million the nine months ended~~ ~~September 30, 2020. Increases in~~, lead generation ~~driven by~~and brand revenue each increased over prior quarter and contributed to our growth, as well as revenue attributed to our acquisitions, which significantly contributed to our growth. As required under U.S. GAAP, we recorded unearned revenue related to acquired contracts from acquired entities at fair value on the ~~customers movement~~date of acquisition. As a result, we did not recognize certain revenue related to ~~shorter-term~~these acquired contracts ~~were offset by decreases in brand.~~that the acquired entities would have otherwise recorded as an independent entity.

	Nine Months Ended September 30,											Nine Months Ended September 30,
	2020			2019			Increase		Percent Change			2021			2020			Increase		Percent Change
Cost of revenues	$	26,148		$	23,011		$	3,137		14	%
Cost of revenue												$	49,087		$	26,148		$	22,939		88	%
Amortization of acquired technology												$	2,307		$	—		$	2,307
Gross profit	$	76,308		$	75,056		$	1,252		2	%	$	135,037		$	76,308		$	58,729		77	%
Gross profit percentage		74	%		77	%							72	%		74	%

Gross Profit. Our gross profit is equal to the difference between our ~~revenues~~revenue and our cost of revenues for the period. Gross profit percentage was ~~74% for the first nine months of 2020~~72% and ~~77%~~74% for the nine months ended September 30, ~~2019.~~2021 and 2020, respectively. Gross profit increased by ~~$1.2~~$58.7 million in the nine months ended September 30, ~~2020~~2021 compared to the same period in ~~2019,~~2020, primarily attributable to increased revenue ~~offset, in part,~~compared to the same period a year ago. Gross profit was negatively impacted by ~~an increase in contracted services.~~$2.3 million during the nine months ended September 30, 2021 due to the amortization of intangibles related to the acquisition of BrightTALK technology, which lowered gross profit by approximately 2%. Because the majority of our costs are labor-related, we expect our gross profit to fluctuate from period to period depending on the total ~~revenues~~revenue for the period.

	Nine Months Ended September 30,												Nine Months Ended September 30,
	2020			2019			Increase (Decrease)			Percent Change			2021		2020		Increase (Decrease)		Percent Change
Operating expenses:
Selling and marketing	$	39,311		$	38,877		$	434			1	%	$	69,108	$	39,311	$	29,797		76	%
Product development		5,839			6,073			(234	)		-4	%		8,247		5,839		2,408		41	%
General and administrative		9,976			9,252			724			8	%		26,075		9,976		16,099		161	%
Depreciation and amortization		4,250			3,481			769			22	%
Depreciation														4,063		3,559		504		14	%
Amortization														5,257		691		4,566		661	%
Total operating expenses	$	59,376		$	57,683		$	1,693			3	%	$	112,750	$	59,376	$	53,374		90	%
Interest and other expense, net	$	(388	)	$	(798	)	$	410			-51	%	$	1,381	$	388	$	993		256	%
Provision for income taxes	$	2,782		$	3,783		$	(1,001	)		-26	%	$	3,992	$	2,782	$	1,210		43	%

Selling and Marketing. Selling and marketing expenses increased for the nine months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, primarily due to increases in pay related expenses related to our December 2020 and July 2021 acquisitions, and a $5.2 million increase in stock-based compensation expense, ~~and labor-related costs offset by a reduction of travel and entertainment expenses related~~primarily due to ~~COVID-19 circumstances.~~increased stock prices from prior year.

Product Development. Product development expense ~~decreased~~increased for the nine months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, primarily due to ~~additional amounts that were capitalized over the nine months ended September 30, 2019 offset in part by increases in contracted services.~~BrightTALK expenses of $1.8 million.

General and Administrative. General and administrative expense increased for the nine months ended September 30, ~~2020,~~2021, as compared to the same period in ~~2019,~~2020, primarily due to an increase in ~~stock~~pay costs, a $9.1 million increase in stock-based compensation ~~expenses offset in part by decreases in labor costs.~~costs, and professional fees related to the December 2020 and July 2021 acquisitions.

Depreciation ~~and Amortization~~. Depreciation ~~and amortization~~ expense increased for the nine months ended September 30, ~~2020 when~~2021, as compared to the same period in ~~2019,~~2020, due to increased ~~amortization~~capital expenditures, primarily from the BrightTALK acquisition.

Amortization. Amortization expense ~~related~~increased for the nine months ended September 30, 2021, as compared to the ~~Company’s acquisition of Data Science Central~~same period in ~~February 2020.~~2020, primarily due to intangible assets acquired in 2020 and 2021.

Interest and other expense, ~~net.~~ net. Interest and other expense ~~net decreased mainly due to changes in foreign currency adjustments~~increased for the nine months ended September 30, 2021, as compared to the ~~prior period.~~same period in 2020, primarily due to amortization of debt issuance costs and currency fluctuations from trade receivables.

Provision for income taxes. Our effective income tax rate was ~~17%~~19% and ~~23%~~17% for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. The ~~decrease~~increase in ~~the effective rate~~tax expense was primarily due to higher pretax income and the ~~impact~~UK tax rate change enacted in the second quarter of 2021, offset by excess ~~deductions from~~tax benefits of stock-based compensation, ~~in the third quarter of 2020,~~ a discrete item. The corporate tax rate in the United Kingdom will increase from 19% to 25%. This increase becomes effective April 1, 2023 and became law in June 2021. As required by U.S. GAAP, changes in tax rates should be reflected once they become law. Absent the change in tax rate in the United Kingdom, our income tax expense and effective tax rate for 2021 would have been $0.8 million and 4%, respectively.

The timing of our ~~revenues~~revenue is affected by seasonal factors. Our ~~revenues are~~revenue is seasonal primarily as a result of the annual budget approval process of many of our customers, the normal timing at which our customers introduce new products and the historical decrease in advertising in summer months. The timing of ~~revenues~~revenue in relation to our expenses, many of which do not vary directly with ~~revenues,~~revenue, has an impact on the cost of online ~~revenues,~~revenue, selling and marketing, product development, and general and administrative expenses as a percentage of ~~revenues~~revenue in each calendar quarter during the year.

The majority of our expenses are personnel-related and includes salaries, stock-based compensation, benefits and incentive-based compensation plan expenses. As a result, we have not experienced significant seasonal fluctuations in the timing of our expenses period to period.

Our cash and investments at September 30, ~~2020~~2021 totaled ~~$62.5~~$104.5 million, a ~~$5.0~~$21.8 million increase from December 31, ~~2019,~~2020, primarily driven by ~~our~~ cash generated from our operations offset in part by ~~the repurchase of shares of our common stock under our November 2018 Repurchase Program, the acquisition of substantially all the operating assets of Data Science Central in February 2020,~~ investments in property and ~~equipment, and principal payments on our term loan.~~equipment. We believe that our existing cash and investments, ~~and~~ our cash flow from operating activities and borrowings under our Loan and Security Agreement with Western Alliance Bank, as administrative agent and collateral agent for the lenders, and the banks and other financial institutions or entities from time to time party thereto as lenders entered into in October 2021 (the “2021 Loan Agreement”) will be sufficient to meet our anticipated cash needs for at least the next twelve months. ~~Additionally, we have $20 million available under a line of credit agreement entered into in July 2020.~~ Our future working capital requirements will depend on many factors, including the operations of our existing business, our potential strategic expansion internationally, future acquisitions we might undertake and any expansion into complementary businesses. To the extent that our cash and investments and cash flow from operating activities ~~and amounts available under our line of credit~~ are insufficient to fund our future activities, we may ~~need to~~ raise additional funds through additional bank credit arrangements or public or private equity or debt financings. We ~~also~~ may ~~need to~~also raise additional funds in the event we determine in the future to effect one or more additional acquisitions of businesses.

September 30,

2020

December 31,

2019

September 30,

2021

December 31,

2020

Cash and investments

62,472

57,499

104,468

82,700

Accounts receivable, net

24,380

27,102

45,528

40,183

Our cash and investments at September 30, ~~2020~~2021 were held for working capital purposes. We do not enter into investments for trading or speculative purposes.

Our accounts receivable balance fluctuates from period to period, which affects our cash flow from operating activities. The fluctuations vary depending on the timing with which we meet our performance obligations and on the timing of our cash collections, as well as on changes to our allowance for doubtful accounts. We use days sales outstanding (“DSO”) as a measurement of the quality and status of our ~~receivables.~~receivablessince lower DSO is generally correlated with higher collection rates. We define DSO as net accounts receivable at quarter end divided by total ~~revenues~~revenue for the applicable period, multiplied by the number of days in the applicable period. DSO was 6259 days and 6957 days at September 30, ~~2020~~2021 and December 31, ~~2019,~~2020, respectively.

Cash provided by operating activities primarily consists of net income adjusted for certain non-cash items including depreciation and amortization, provisions for bad debt, stock-based compensation, deferred income taxes, and the effect of changes in working capital and other activities. Cash provided by operating activities for the nine months ended September 30, ~~2020~~2021 was ~~$33.3~~$57.1 million compared to cash provided by operating activities of ~~$30.0~~$33.3 million for the nine months ended September 30, ~~2019.~~2020.

The increase in cash provided by operating activities was primarily the result of changes in working capital (driven mainly by increases in ~~amounts payable for income and payroll taxes~~contract liabilities as compared to ~~2019) offset by decreases in amounts collected from accounts receivable.~~2020) and stock-based compensation charged to earnings.

Cash used in investing activities in the nine months ended September 30, 2021 was $38.6 million and was driven by the acquisition of substantially all of assets of Xtelligent Healthcare Media, LLC as well as for the purchase of property and equipment, primarily for internal-use software, and to a lesser extent, computer equipment. In the first nine months of 2020 ~~was~~we used $10.1 million ~~and was~~in investing activities primarily a result of the acquisition of substantially all of the operating assets of Data Science Central, LLC in February 2020 ($5.0 million) and purchase of property and equipment, primarily for internal-use software, and to a lesser extent, computer ~~equipment. In the first nine months of 2019 we used $4.2 million in investing activities primarily a result of purchase of property and equipment($4.7 million),~~ ~~primarily for internal-use software, and to a lesser extent, computer equipment~~ ~~offset by $0.5 million from the maturity of investments.~~equipment. We capitalized internal-use software and website development costs of ~~$4.6~~$8.5 million and ~~$3.9~~$4.6 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively.

In the first nine months of September 30, 2021, we used $1.4 million for financing activities, consisting primarily of $1.0 million for the payment of contingent consideration related to the 2020 acquisitions and $0.4 million for tax withholdings related to net share settlements. In the first nine months of 2020, we used $18.5 million for financing activities, consisting primarily of $14.8 million for the purchase of treasury shares, $0.9 million for the repayment of principal under the Loan Agreement and related costs and $3.1 million for tax withholdings related to net share settlements. In the first nine months of 2019 we used $8.2 million for financing activities, consisting primarily of $4.7 million for the purchase of treasury shares and related costs, $0.9 million for the repayment of principal on the Loan Agreement, and $2.6 million for tax withholdings related to net share settlements.

In November 2018, the Company announced that the ~~Board~~Company’s board of directors had authorized a ~~$25.0 million~~ stock repurchase program (the “November 2018 Repurchase Program”) under which the Company is authorized to repurchase up to an aggregate amount of $25 million of the Company’s common stock from time to time on the open market or in privately negotiated transactions at prices and in a manner that may be determined by management. The Company repurchased 736,760, 411,849 and 243,425 shares at an aggregate purchase price of ~~approximately~~ $14.8 million, $7.1 million and $3.1 million and an average share price of $20.10, $17.14 and $12.82 during the ~~first quarter of~~years ended December 31, 2020, 2019, and 2018, respectively, under the November 2018 Stock Repurchase Program. ~~No amounts were repurchased under this plan during~~We terminated the ~~second quarter of 2020. During the nine months ended~~ ~~September 30,~~ ~~2019 we repurchased 317,724 shares of common stock for an aggregate purchase price of approximately $4.7 million pursuant to the (“November 2018 Repurchase Program”). The~~ November 2018 Repurchase Program ~~was terminated on~~in May 1, 2020.

On May 1, 2020, ~~the Company’s Board~~we announced that our board of ~~Directors approved~~directors had authorized a new ~~two-year $25.0 million~~ stock repurchase program (the “May 2020 Repurchase Program”)~~. Repurchases~~ whereby we are authorized to repurchase an additional $25.0 million of ~~the Company's~~our common stock ~~under the May 2020 Repurchase Program may be made in~~from time to time on the open market or in privately negotiated transactions ~~or pursuant to one or more trading plans. The timing~~at prices and ~~amount of repurchases, if any, will~~in the manner that may be determined by the Company's management at its discretion and be based on a variety of factors such as the market price of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal

~~requirements. The May 2020 Repurchase Program may be modified, suspended or discontinued at any time.~~management. No amounts ~~were~~have been repurchased under this ~~program during the third quarter of 2020.~~plan.

Repurchased shares were recorded under the cost method and are reflected as treasury stock in the accompanying ~~Consolidated~~condensed consolidated Balance Sheets. All ~~repurchased~~ shares were ~~funded~~repurchased with cash on hand.

The Notes are governed by an indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee. The Notes are unsecured and rank senior in right of payment to the Company’s future indebtedness that is expressly subordinated in right of payment to the Notes and equal in right of payment to the Company’s unsecured indebtedness that is not so subordinated.

Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination of cash and shares of common stock, at the Company’s election.

On ~~December 24, 2018, we~~October 29, 2021, the Company entered into a Loan and Security Agreement ~~(the “Loan Agreement”)~~ with Western Alliance Bank, as administrative agent and collateral agent for the lenders, and the banks and other financial institutions or entities from time to time party thereto as lenders (the ~~“Bank”~~“2021 Loan Agreement”) ~~as the lender.~~. The 2021 Loan Agreement provides for a ~~$25~~$75 million ~~term loan~~revolving credit facility with a $5 million letter-of-credit sublimit and a maturity date of ~~December 10, 2023 (the “Term Loan”).~~

October 29, 2023. The ~~borrowings under the~~2021 Loan Agreement ~~are~~is secured by ~~a lien on~~ substantially all of ~~our assets, including a pledge of~~ the stock of certain wholly-owned subsidiaries (limited, in the case of the stock of certain foreign subsidiaries, to no more than 65% of the capital stock of such subsidiaries). The Term Loan must be repaid quarterly, with applicable interest paid monthly, in the following manner: 1.25% of the initial aggregate borrowings are due and payable each quarter for the first two loan years, 1.88% of the initial aggregate borrowings are due and payable each quarter for the third loan year, and 2.50% of the initial aggregate borrowings are due and payable each quarter for the fourth and fifth loan years. At maturity, all outstanding amounts, including unpaid principal and accrued and unpaid interest,Company’s assets. Borrowings under the 2021 Loan Agreement ~~will be due and payable.~~

The borrowings are subject to a leverage ratio, measured quarterly. The Loan Agreement also requires us to make representations and warranties and to comply with certain other covenants and agreements that are customary in loan agreements of this type. At September 30, 2020, we were in compliance with all covenants under the Loan Agreement.

~~The Loan Agreement bears~~bear interest at a ~~floating per annum~~ rate equal to ~~one and three-eighths percent (1.375%) above the greater of (a) the~~ one (1) month U.S. LIBOR, ~~rate reported in~~plus a spread based upon the Company’s leverage (as defined by 2021 Loan Agreement), which may vary between 2.00% and 2.75%. The ~~Wall Street Journal and (b) two percent (2.00%).~~

~~The~~2021 Loan Agreement ~~may be prepaid at our option without penalty, provided we comply with the notice provision of the document. The Loan Agreement also contains customary events of default,~~is subject to ~~grace periods in certain cases, which may cause repayment of~~various leverage and non-financial covenants. No amounts were outstanding under the ~~Term~~2021 Loan ~~to be accelerated.~~

~~On July 2, 2020, the Company and the Bank entered in a Loan and Security Modification~~ Agreement (the “Modification Agreement”) amending the Loan Agreement between the Company and the Bank. Among other things, the Modification Agreement added or amended certain definitions in the Loan Agreement, added a new asset coverage ratio financial covenant of no less than 1.0 to 1.0 tested as of the ~~end~~date of each quarter, and provided the Company with a new revolving line of credit facility of $20,000,000 (“Line of Credit”). The Line of Credit allows the Company to request non-formula advances in an aggregate principal amount not to exceed the Line of Credit and to use the proceeds of such advances until the facility matures on July 2, 2022. Advances under the Line of Credit bear interest at a floating rate equal to one-quarter percent (0.25%) above the Prime Rate (as published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Western Alliance Bank as its Prime Rate); provided that at no time shall the interest rate on such advances be less than three and one half percent (3.50%). Additionally, the Modification Agreement includes language providing for the Company and the Bank to mutually agree upon a LIBOR replacement if LIBOR ceases to exist or is no longer available.this filing.

We have made capital expenditures primarily for computer equipment and related software needed to host our websites, internal-use software development costs, as well as for leasehold improvements and other general purposes to support our growth. Our capital expenditures totaled ~~$4.9~~$9.3 million and ~~$4.8~~$4.9 million for the ~~nine month~~nine-month periods ended September 30, ~~2020~~2021 and ~~2019~~2020, respectively. A majority of our capital expenditures in the first nine months of ~~2020~~2021 were for internal-use software and website development costs and, to a lesser extent, computer equipment and related software. A majority of our capital expenditures in the first nine months of 2019 were for leasehold improvements and internal-use software and website development costs and, to a lesser extent, computer equipment and related software. We capitalized internal-use software and website development costs of ~~$4.6~~$8.5 million and ~~$3.9~~$4.6 million for the nine months ended September 30, ~~2020~~2021 and ~~2019,~~2020, respectively. We are not currently party to any purchase contracts related to future capital expenditures.

There were no material changes to our contractual obligations and commitments described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020.

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included or referenced in this Quarterly Report that address activities, events or developments which we expect will or may occur in the future are forward-looking statements, including statements regarding our intent, beliefs or current expectations and those of our management team. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “going to,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. Such statements may include those regarding our future financial results and other projections or measures of our future operating performance, including the drivers of such growth, profitability, and performance (including, in each case, any potential impact of product and service development efforts, GDPR, potential changes to customer relationships, and other operational decisions); expectations concerning market opportunities and our ability to capitalize on them; the amount and timing of the benefits expected from acquisitions, new strategies, products or services and other potential sources of additional revenue; and the behavior of our members, partners, and customers. These statements speak only as of the date of this Quarterly Report on Form 10-Q and are based on our current plans and expectations. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, those relating to: market acceptance of our products and services, including continued increased sales of our IT Deal ~~Alert~~Alert™ offerings and continued increased international growth; relationships with customers, strategic partners and employees; the duration and extent of the COVID-19 pandemic; difficulties in integrating acquired businesses; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and information technology industries; data privacy laws, rules, and regulations; and other matters included in our SEC filings, including in our Annual Report on Form 10-K for the year ended December 31, ~~2019, our Quarterly Report on Form 10-Q for the quarters ended our Quarterly Report on Form 10-Q for the quarter ended June 30, 2020, Item 1A. “Risk Factors” of this Quarterly Report on Form 10-Q.~~2020. Actual results may differ materially from those contemplated by the forward-looking statements. We undertake no obligation to update our forward-looking statements to reflect future events or circumstances.

Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in foreign exchange rates and interest rates. We do not hold or issue financial instruments for trading purposes.

We currently have subsidiaries in the United Kingdom, Hong Kong, Australia, Singapore, Germany and France. Approximately ~~30%~~29% of our ~~revenues~~revenue for the nine months ended September 30, ~~2020 were~~2021 was derived from customers with billing addresses outside of the United States and our foreign exchange gains/losses were not significant. We currently believe our exposure to foreign currency exchange rate fluctuations is financially immaterial and therefore have not entered into foreign currency hedging transactions. We continue to review this issue and may consider hedging certain foreign exchange risks through the use of currency futures or options in the future. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.

At September 30, ~~2020,~~2021, we had cash and investments of ~~$62.5~~$104.5 million. The investments were held in a bond fund. The cash and investments were held for working capital purposes. We dohave not ~~enter~~entered into investments for trading or speculative purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value as a result of ~~changes~~increases in interest rates. Declines in interest rates, however, would reduce future investment income.

Our exposure to market risk also relates to interest expense on borrowings under the Loan Agreement. The Term Loan under the Loan Agreement bear interest at an annual rate of 1.375% plus the higher of the one-month U.S. LIBOR rate reported in the Wall Street Journal or two percent (2.00%) (see Note 8 to the consolidated financial statements). Borrowings under the Line of Credit bear interest at a floating rate equal to one-quarter percent (0.25%) above the Prime Rate (as published in the Money Rates section of the Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Western Alliance as its Prime Rate); provided that at no time shall the interest rate on such advances be less than three and one half percent (3.50%). At September 30, 2020, there was $22.8 million of aggregate principal outstanding under the Term Loan. No amounts were outstanding under the Line of Credit Agreement at September 30, 2020.

We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer) as appropriate, to allow timely decisions regarding required disclosure.

In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended September 30, ~~2020,~~2021, management, under the supervision of the Chief Executive Officer ~~(Principal Executive Officer)~~ and Chief Financial Officer, ~~(Principal Financial Officer),~~ conducted an evaluation of our disclosure controls and procedures as of September 30, ~~2020.~~2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

~~There~~As previously discussed, we completed our acquisition of BrightTALK Limited during the fourth quarter of 2020. We are in the process of integrating certain controls and related procedures for BrightTALK with those of TechTarget. Other than integrating such controls, there were no changes in our internal control over financial reporting identified in connection with the evaluation of such internal control that occurred during the third quarter of ~~2020~~2021 that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

We are not currently a party to any material legal proceedings and we are not aware of any pending or threatened litigation against us that could have a material adverse effect on our business, operating results or financial condition.

Our business is subject to a number of risks, including those identified in Item 1A, – “Risk Factors” of our 2020 Annual Report on Form 10-K, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. As of, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K except to the risks relating to COVID-19 and EU-US Privacy Shield Framework, as amended below. We may disclose changes to any risk factors presented or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.

We have been adversely impacted by the new coronavirus disease (COVID-19) pandemic and could experience additional adverse impacts that could be material to the Company’s business, operating results, financial condition and liquidity.

Our business was adversely impacted by the effects of the spread of the new coronavirus disease (COVID-19). We are witnessing the far-reaching impact that COVID-19 is having on our employees, customers, vendors, members, stockholders, and other stakeholders as well as the global economy and society at large. While we have responded proactively to address the effects of COVID-19 and to mitigate its potential impacts to our business, including through the elimination of all non-essential travel, transitioning our entire workforce to a remote work environment, and enhancing access to certain health and safety resources for our employees, beginning in March, 2020 we saw certain customers extend their normal sales cycles and budget shifts as some customers moved from long-term commitments to shorter-term marketing campaigns as they began to navigate through the pandemic. To date, we have only experienced a handful of cancellations but we continue to stay close to our customers to ensure they are continuing to see ROI. New customer acquisition has became harder as some potential customers have been less apt to spend on new products or services.

We believe our strong financial position provides us with the flexibility to weather this period of economic uncertainty and the opportunity to respond quickly to our customers with the content and services they expect. However, the restrictive measures local, state, and federal governments (including in the other countries in which we operate) have implemented to prevent the spread of COVID-19, including restrictions on the operation of non-essential businesses, shelter in place orders, travel restrictions, quarantines, school closures, and other community response and social distancing policies and guidelines, will continue to affect the way we and our customers conduct and operate our respective businesses. We remain open and continue to provide the content and services that are important to our customers. Moreover, our dedicated employees continue to collaborate with each other and our customers and their sales and marketing teams, to deliver high quality, impactful campaigns. While we will continue to actively monitor government restrictions impacting our business and remain focused on business continuity, including reducing expenses and managing liquidity, given the fluid nature of COVID-19, the uncertainty of its duration location, extent and severity of resurgences, and the unknown effects of potential future government actions in response to COVID-19, we cannot estimate the duration or magnitude of its impact on the global economy, our business or our financial results.

Changes in laws and standards relating to marketing, data collection and use, and the privacy of internet users could impact our ability to conduct our business and thereby decrease our marketing and advertising service revenues while imposing significant compliance costs on the Company.

We use e-mail as a significant means of communicating with our members. The laws and regulations governing the use of e-mail for marketing purposes continues to evolve, and the growth and development of the market for commerce over the internet may lead to the adoption of additional legislation and/or changes to existing laws. If new laws or regulations are adopted, or existing laws and regulations are interpreted and/or amended or modified to impose additional restrictions on our ability to send e-mail to our members or potential members, we may not be able to communicate with them in a cost-effective manner. In addition to legal restrictions on the use of e-mail, internet service providers and others typically attempt to block the transmission of unsolicited e-mail, commonly known as “spam.” If an internet service provider or software program identifies e-mail from us as “spam,” we could be

placed on a restricted list that would block our e-mail to members or potential members who maintain e-mail accounts with these internet service providers or who use these software programs. If we are unable to communicate by e-mail with our members and potential members as a result of legislation, blockage or otherwise, our business, operating results and financial condition could be harmed.

We collect information from those who visit or register as members on our websites, co-branded sites, or for services, respond to surveys or, in some cases, view our content. Subject to each member’s permission (or right to decline, which we refer to as an “opt-out”, a practice that may differ across our various websites, depending on the applicable needs and requirements of different countries’ laws), we may use this information to inform our members of services that they have indicated may be of interest to them. We may also share this information with our customers for members who have elected to receive additional promotional materials and have expressly or implicitly granted us permission to share their information with third parties. We also collect information on our members based on their activity on our sites. The U.S. federal government and certain states have adopted or proposed limitations on the collection, distribution and use of personal information of internet users.

Although, to date, our efforts to comply with applicable federal and state laws and regulations have not hurt our business, additional, more burdensome laws or regulations, including more restrictive consumer privacy and data security laws, could be enacted or applied to us or our customers. Such laws or regulations could impair our ability to collect member information that helps us to provide more targeted content to our website visitors and members and detailed lead data to our customers, thereby impairing our ability to maintain and grow our audience and maximize revenue from our customers. Additionally, the FTC and many state attorneys general are applying federal and state consumer protection laws to require that the online collection, use and dissemination of data, and the presentation of website content, comply with certain standards for notice, choice, security and access. Courts may also adopt these developing standards. In many cases, the specific limitations imposed by these standards are subject to interpretation by courts and other governmental authorities. A few states have also introduced legislation that, if enacted, would restrict or prohibit behavioral marketing and advertising within the state. In the absence of a federal law pre-empting their enforcement, such state legislation would likely have the practical effect of regulating behavioral marketing and advertising nationwide because of the difficulties behind implementing state-specific policies or sending targeted advertising to individuals based on their perceived commercial interests. In the event of additional legislation in this area, our ability to effectively target our website visitors and members may be limited. We believe that we are in compliance with applicable consumer protection laws, but a determination by a state or federal agency or court that any of our practices do not meet these laws and regulations could create liability to us, result in adverse publicity and affect negatively our businesses. New interpretations of these standards could also require us to incur additional costs and restrict our business operations.

The EU and its member states, California and Canada have regulations dealing with the collection and use of personal information obtained from their citizens. Regulations in these jurisdictions have focused on the collection, processing, transfer, use, disclosure and security of information that may be used to identify or that actually identifies an individual, such as a name, e-mail address or online identifier (such as an IP address in certain cases). These laws also provide consumers the right to access the information a company has collected on them, correct it, request that it be deleted, or to stop the sale of such information to third parties.

The General Data Protection Regulation (“GDPR”) became effective in May 2018 and was designed to, among other things, harmonize disparate data privacy laws found across Europe. GDPR implemented more rigorous principles relating to the data privacy and data protection, including, among other things, enhanced disclosure requirements regarding how personal information is obtained, used, and shared, limitations on the purpose and storage of personal information, mandatory data breach notification requirements and enhanced standards for data controllers to demonstrate that they have obtained valid consent for certain data processing activities. Its application and scope are extensive and penalties for non-compliance are significant, including fines of up to 20 million Euros or 4% of total worldwide revenue. In the event the Company is deemed not in compliance with GDPR, or fails to maintain compliance, then the Company would be exposed to material damages, costs and/or fines if an EU regulator or EU resident commenced an action. Failure to comply or maintain compliance could cause considerable harm to us and our reputation (including requiring notification to customers, regulators, and/or members), cause a loss of confidence in our services, and deter current and potential customers from using our services.

Further, the presidency of the council of the EU released a revised draft of the pending Proposal for Regulation on Privacy and Electronic Communications (“ePrivacy Regulation”) which will replace the ePrivacy Directive and is intended to align with the overall EU data privacy and protection framework, including GDPR. The ePrivacy Regulation was defeated by the council of the EU, but it is expected to be proposed again. The ePrivacy Regulation could disrupt the Company’s ability to use or transfer data or to market and sell its products and services, which could have a material adverse effect on our business, financial condition, and operating results.

Our customers may implement compliance measures that do not align with our services, which could limit the scope and delivery of services we are able to provide. Our customers may also require us to take on additional privacy and security obligations, causing us to incur potential disruption and expense related to our business processes. If our policies and practices, or those of our customers, are, or are perceived to be, insufficient or if our members, website visitors or customers have concerns regarding our data privacy and data protection practices, particularly with respect to GDPR or the pending ePrivacy Regulation, then we could be subject to enforcement actions or investigations by regulators or lawsuits by private parties, member engagement could decline and our business could be negatively impacted.

For certain data transfers and processing activities between the EU and the U.S., many companies previously relied on the Department of Commerce Safe Harbor Principles (“Safe Harbor”) and self-certification process in order to lawfully transfer and process the personal data of people in the EU to the U.S. in a manner that the EU deemed adequate to protect the security of such information. On October 6, 2015, the Court of Justice of the European Union (“CJEU”) declared that Safe Harbor was no longer valid. U.S. and EU lawmakers in February 2016 announced a replacement for Safe Harbor, called the EU-U.S. Privacy Shield Framework (“the EU Privacy Shield”). On July 12, 2016, the European Commission deemed the EU-US Privacy Shield adequate to enable data transfers of personal data from the EU to the U.S. Similarly, a Swiss-U.S. Privacy Shield (the “Swiss Privacy Shield”) was announced in January 2017, replacing the former Swiss-U.S. Safe Harbor, enabling data transfers of personal data from Switzerland to the U.S. The Company self-certified to the EU Privacy Shield and Swiss Privacy Shield most recently on March 6, 2020. On July 16, 2020, the CJEU invalidated the EU Privacy Shield. The CJEU upheld the adequacy of EU Standard Contractual Clauses (“SCCs”) issued by the European Commission for the transfer of personal data to data processors established outside of the EU, however, the court made clear that reliance on SCCs alone may not necessarily be sufficient in all circumstances and that their use must be assessed on a case-by-case basis taking into account the surveillance laws and right of individuals in the destination country. The CJEU’s decision takes effect immediately. The CJEU decision does not impact the Swiss Privacy Shield. The Company uses several mechanisms to transfer personal data from the EU to the U.S. (including having previously relied on the EU Privacy Shield) and are evaluating what additional mechanisms may be required to establish adequate safeguards for the further transfer of personal data. If supervisory authorities issue guidance on transfer mechanisms, including circumstances where the SCCs cannot be used and/or start taking enforcement action, we could suffer additional costs, complaints, and/or regulatory investigations or fines. Moreover, if we are otherwise unable to transfer personal data between and among countries and regions in which we operate, it could affect the manner in which we provide our services and could adversely affect our financial results.

In order to continue receiving personal data from the United Kingdom in reliance on the EU Privacy Shield following Brexit, the Company may be required to meet standards for cross-border transfer imposed by the UK itself.

Our digital properties collect and use data about our website visitors’ and members’ online behavior, and the revenue associated with this activity could be impacted by government regulation and enforcement, industry trends, self-regulation, technology changes, consumer behavior and attitude, and private action. We also use such information to call website visitors and members who have provided their telephone numbers to be enrolled as a member (for free). Our partners may then follow-up to try to sell products or services to such individuals.

We also work with our partners to deliver targeted advertisements based on members and website visitors’ perceived commercial interests. Many of our users voluntarily provide us with contact and other information when they visit our websites. We may utlize data from third-party sources to augment our user profiles and marketing databases so we are better able to personalize content, enhance our analytical capabilities, better target our marketing programs, and better qualify leads for our partners. If changes in user sentiment regarding the sharing of information results in a significant number of visitors to our websites refusing to provide us with contact and other information, our ability to personalize content for our users and provide targeted marketing solutions for our partners would be impaired. If our users choose to opt-out of having their data used for behavioral targeting, it would be more difficult

for us to offer targeted marketing programs for our partners. If we are unable to acquire data from third-party sources for whatever reason, or if there is a marked increase in the cost of obtaining such data, our ability to personalize content and provide marketing solutions could be negatively impacted.

The use of such consumer data by online service providers and advertising networks is a topic of active interest among federal, state, and international regulatory bodies, as well as self-regulatory organizations, and the regulatory environment is unsettled. Federal, state, and international laws and regulations govern the collection, use, retention, disclosure, sharing and security of data that we receive from and about our website visitors and members through cookies and other similar technologies. Our privacy policies and practices concerning the collection, use, and disclosure of user data are posted on our websites.

There are new and expanding proposals for laws and regulations regarding “Do Not Track” requirements that protect users’ right to choose whether or not to be tracked online. These proposals seek, among other things, to allow consumers to have greater control over the use of private information collected online, to forbid the collection or use of online information, to demand a business to comply with their choice to opt out of such collection or use, and to place limits upon the disclosure of information to third party websites. Any such laws and regulations could have a significant impact on the operation of our advertising and data businesses. U.S. regulatory agencies have also placed an increased focus on online privacy matters and, in particular, on online advertising activities that utilize cookies or other tracking tools. Consumer and industry groups have expressed concerns about online data collection and use by companies, which has resulted in the release of various industry self-regulatory codes of conduct and best practice guidelines that are binding for member companies engaged in online behavioral advertising (“OBA”) and similar activities. These codes of conduct and best practice guidelines govern, among other things, the ways in which companies can collect, use and disclose user information for OBA purposes, how companies must give notice of these practices, and what choices companies must provide to consumers regarding these practices.

We may be required or otherwise choose to adopt Do Not Track mechanisms, and we may be required to abide by certain self-regulatory principles promulgated by the Digital Advertising Alliance and others for OBA and similar activities, in which case our ability to use our existing tracking technologies, to collect and sell user behavioral data, and permit their use by other third parties could be impaired. This could cause our net revenues to decline and adversely affect our operating results.

We believe that we are in material compliance with all laws, regulations and self-regulatory regimes that are applicable to us. However, as referenced above, these laws, regulations, and self-regulatory regimes may be modified, and new laws may be enacted in the future that may apply to us and affect our business. Further, data protection authorities may interpret existing laws in new ways. We may deploy new products and services from time to time, which may also require us to change our compliance practices. Any such developments (or developments stemming from enactment or modification of other laws) or the failure to anticipate accurately the application or interpretation of these laws could create liability for us, result in adverse publicity, increase our future compliance costs, make our products and services less attractive to our members and customers, or cause us to change or limit our business practices, and materially affect our business and operating results. Further, any failure on our part to comply with any relevant laws or regulations may subject us to significant civil, criminal or contractual liabilities.

The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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)

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

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

Item		Page

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	~~Consolidated~~Condensed Consolidated Balance Sheets as of September 30, ~~2020~~2021 and December 31, ~~2019~~2020	3
	~~Consolidated~~Condensed Consolidated Statements of Income and Comprehensive Income for the three ~~and~~and nine months ended September 30, ~~2020~~2021 and 2020~~2019~~	4
	~~Consolidated~~Condensed Consolidated Statements of Stockholders’ Equity for the three ~~and~~and nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	5
	~~Consolidated~~Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2020~~2021 and ~~2019~~2020	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2226
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3640
Item 4.	Controls and Procedures	3640

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	3841
Item 1A.	Risk Factors	38
~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	4241
Item 6.	Exhibits	4342
	Signatures	4443

	Contract Liabilities
Year-to-Date Activity
Balance at December 31, 2019	$	4,335
Deferral of revenue		2,177
Recognition of previously unearned revenue		(1,964	)
Balance at March 31, 2020	$	4,548
Deferral of revenue		1,822
Recognition of previously unearned revenue		(1,319	)
Balance at June 30, 2020	$	5,051
Deferral of revenue		3,095
Recognition of previously unearned revenue		(1,445	)
Balance at September 30, 2020	$	6,701

	December 31, 2020		January 1, 2021		Change
Convertible Debt	$	153,882	$	194,649	$	40,767
Additional Paid-in Capital		363,055		332,555		(30,500	)
Retained Earnings		37,580		37,813		233
Deferred Tax Liabilities		23,848		13,348		(10,500	)
Total					$	—

	Contract Liabilities
Year-to-Date Activity
Balance at December 31, 2020	$	15,689
Billings		62,341
Revenue Recognized		(52,969	)
Balance at March 31, 2021	$	25,061
Billings		66,504
Revenue Recognized		(63,711	)
Balance at June 30, 2021	$	27,854
Billings		71,586
Revenue Recognized		(69,751	)
Balance at September 30, 2021	$	29,689

	Fair Value
Year-to-Date Activity
Balance at December 31, 2020	$	2,778
Payments on Contingent Liabilities		(1,032	)
Amortization of discount on contingent liabilities		53
Remeasurement of contingent liabilities		185
Balance at March 31, 2021	$	1,984
Amortization of discount on contingent liabilities		44
Remeasurement of contingent liabilities		209
Balance at June 30, 2021	$	2,237
Payments on Contingent Liabilities		(27	)
Amortization of discount on contingent liabilities		31
Remeasurement of contingent liabilities		329
Liabilities resulting from acquisitions		2,500
Balance at September 30, 2021	$	5,070

	September 30, 2021		December 31, 2020
Liability Component:
Principal	$	201,250	$	201,250
Less: debt discount, net of amortization		5,619		47,368
Net carrying amount	$	195,631	$	153,882
Equity component^(a)	$	—	$	41,059

	September 30, 2021		December 31, 2020
0.125% coupon	$	189	$	10
Amortization of debt discount and transaction costs		982		346
	$	1,171	$	356

	As of
	September 30, ~~2020~~2021
Weighted-average remaining lease term — operating leases		~~5.1~~4.4
Weighted-average discount rate — operating leases		4	%

Year-to-Date Activity	Options Outstanding			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Options outstanding at December 31, 2019		140,000		$	13.14
Granted		25,000		$	29.64
Exercised		(37,500	)	$	12.28			$	1,036
Forfeited		(5,000	)	$	29.64
Cancelled		—		$	—
Options outstanding at September 30, 2020		122,500		$	16.10		6.06	$	3,413
Options exercisable at September 30, 2020		102,500		$	13.45		5.35	$	3,127
Options vested or expected to vest at September 30, 2020		121,302		$	15.96		6.02	$	3,396

Nine Month Activity	Options Outstanding			Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Options outstanding at December 31, 2020		107,500		$	17.34		—		—
Granted		20,000			66.93		—		—
Exercised		(2,500	)		6.47		—	$	154
Forfeited		—			—		—		—
Cancelled		—			—		—		—
Options outstanding at September 30, 2021		125,000		$	25.49		6.60	$	7,116
Options exercisable at September 30, 2021		105,000		$	17.60		6.01	$	6,806
Options vested or expected to vest at September 30, 2021		123,398		$	25.11		6.57	$	7,098

	December 23, 2020			Adjustments(1)			September 30, 2021
Cash	$	1,997		$	—		$	1,997
Accounts receivable		11,810			—			11,810
Operating lease right-of-use assets		1,986			—			1,986
Other assets		2,948			(332	)		2,616
Goodwill		71,846			2,560			74,406
Intangible assets		90,370			—			90,370
Accounts payable, accrued expenses and other liabilities		(9,194	)		(2,091	)		(11,285	)
Unearned revenue		(6,980	)		—			(6,980	)
Operating lease liabilities		(2,446	)		—			(2,446	)
Deferred tax liabilities and income tax payable		(11,490	)		(137	)		(11,627	)
Net Assets acquired	$	150,847		$	—		$	150,847


~~Cash and investments:~~	~~$62.5 million~~
~~Current portion debt:~~	~~$1.7 million~~
~~Long-term portion debt:~~	~~$21.0 million~~

~~Exhibit~~ ~~No.~~		~~Description of Exhibit~~

31.1*		Certification of Michael Cotoia, Chief Executive Officer of TechTarget, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Daniel Noreck, Chief Financial Officer and Treasurer of TechTarget, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*		Certifications of Michael Cotoia, Chief Executive Officer of TechTarget, Inc. and Daniel Noreck, Chief Financial Officer and Treasurer of TechTarget, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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			Incorporated by Reference to
Exhibit No.	Description of Exhibit	Form or Schedule	Exhibit No.	Filing Date with SEC	SEC File Number

3.1	Fourth Amended and Restated Certificate of Incorporation of the Registrant.	10-Q	3.1	11/13/2007	001-33472

3.2	Amended and Restated Bylaws of TechTarget, Inc.	10-Q	3.2	08/04/2021	001-33472
10.1*	Loan and Security Agreement, by and among the Registrant, Western Alliance Bank, as administrative agent and collateral agent, and the banks and other financial institutions or entities from time to time party thereto as lenders, dated as of October 29, 2021.

31.1*	Certification of Michael Cotoia, Chief Executive Officer of TechTarget, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Daniel Noreck, Chief Financial Officer and Treasurer of TechTarget, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*	Certifications of Michael Cotoia, Chief Executive Officer of TechTarget, Inc. and Daniel Noreck, Chief Financial Officer and Treasurer of TechTarget, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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	TECHTARGET, INC.
	(Registrant)

Date: November ~~4, 2020~~3, 2021	By:	/s/ MICHAEL COTOIA
		Michael Cotoia, Chief Executive Officer and Director (Principal Executive Officer)

Date: November ~~4, 2020~~3, 2021	By:	/s/ DANIEL NORECK
		Daniel Noreck, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)