Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 06, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TECHTARGET, INC. | |
Entity Central Index Key | 0001293282 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Entity Common Stock, Shares Outstanding | 28,548,634 | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Trading Symbol | TTGT | |
Security Exchange Name | NASDAQ | |
Entity File Number | 1-33472 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3483216 | |
Entity Address, Address Line One | 275 Grove Street | |
Entity Address, City or Town | Newton | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02466 | |
City Area Code | 617 | |
Local Phone Number | 431-9200 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 230,436 | $ 226,668 |
Short-term investments | 100,749 | 99,601 |
Accounts receivable, net of allowance for doubtful accounts of $3,825 and $5,028 respectively | 36,880 | 39,239 |
Prepaid taxes | 0 | 1,634 |
Prepaid expenses and other current assets | 6,384 | 4,331 |
Total current assets | 374,449 | 371,473 |
Property and equipment, net | 25,561 | 24,917 |
Goodwill | 193,737 | 194,074 |
Intangible assets, net | 86,575 | 89,163 |
Operating lease assets with right-of-use | 16,319 | 17,166 |
Deferred tax assets | 8,687 | 2,445 |
Other assets | 829 | 650 |
Total assets | 706,157 | 699,888 |
Current liabilities: | ||
Accounts payable | 4,357 | 5,312 |
Current operating lease liabilities | 4,161 | 4,049 |
Accrued expenses and other current liabilities | 7,638 | 9,041 |
Accrued compensation expenses | 1,544 | 1,345 |
Income taxes payable | 8,477 | 2,522 |
Contract liabilities | 17,375 | 14,721 |
Total current liabilities | 43,552 | 36,990 |
Non-current operating lease liabilities | 15,658 | 16,615 |
Convertible senior notes | 411,051 | 410,500 |
Deferred tax liabilities | 12,402 | 12,856 |
Total liabilities | 482,663 | 476,961 |
Leases and contingencies (see Note 9) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value; 5,000,000 shares authorized; no shares issued or outstanding | 0 | 0 |
Common stock, $0.001 par value; 100,000,000 shares authorized; 58,792,845 and 58,659,065 shares issued, respectively 28,548,634 and 28,415,144 shares outstanding respectively | 59 | 59 |
Treasury stock, at cost; 30,244,211 and 30,243,921 shares, respectively | (329,118) | (329,118) |
Additional paid-in capital | 483,016 | 471,696 |
Accumulated other comprehensive loss | (5,207) | (4,542) |
Retained earnings | 74,744 | 84,832 |
Total stockholders’ equity | 223,494 | 222,927 |
Total liabilities and stockholders’ equity | $ 706,157 | $ 699,888 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts, accounts receivable | $ 3,825 | $ 5,028 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 58,792,845 | 58,659,065 |
Common stock, shares outstanding | 28,548,634 | 28,415,144 |
Treasury Stock | 30,244,211 | 30,243,921 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Income Statement [Abstract] | |||
Revenue | $ 51,636 | $ 57,114 | |
Cost of revenue | [1] | 19,158 | 17,350 |
Amortization of acquired technology | 702 | 673 | |
Gross profit | 31,776 | 39,091 | |
Operating expenses: | |||
Selling and marketing | [1] | 22,963 | 24,756 |
Product development | [1] | 2,753 | 2,609 |
General and administrative | [1] | 6,695 | 7,918 |
Transaction and related expenses | 6,526 | 0 | |
Depreciation, excluding depreciation of $1,175 and $845, respectively, included in cost of revenue | 2,311 | 2,000 | |
Amortization | 1,498 | 1,493 | |
Total operating expenses | 42,746 | 38,776 | |
Operating income (loss) | (10,970) | 315 | |
Interest and other income, net | 3,072 | 2,757 | |
Income (loss) before provision for income taxes | (7,898) | 3,072 | |
Provision for income taxes | 2,190 | 1,427 | |
Net income (loss) | (10,088) | 1,645 | |
Other comprehensive income (loss), net of tax: | |||
Unrealized gain (loss) on investments (net of tax provision effect of $(7) and $18, respectively) | (23) | 63 | |
Foreign currency translation gain (loss) | (642) | 2,029 | |
Other comprehensive income (loss) | (665) | 2,092 | |
Comprehensive income | $ (10,753) | $ 3,737 | |
Net income (loss) per common share: | |||
Basic | $ (0.35) | $ 0.06 | |
Diluted | [2] | $ (0.35) | $ 0.06 |
Weighted average common shares outstanding: | |||
Basic | 28,510,000 | 28,757,000 | |
Diluted weighted average shares | 28,510,395 | 28,953,106 | |
[1] Amounts include stock-based compensation expense as follows: In calculating diluted net income per share, 851 thousand shares and 1.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units were excluded for the three months ended March 31, 2024 and 2023, respectively. Additionally, for the three months ended March 31, 2024 and 2023 , the interest expense and amortization of note costs relating to the shares issuable upon conversion of our outstanding convertible notes were excluded from the calculation as they would have been anti-dilutive. The interest expense including amortization of note issuance costs, related to convertible notes was $ 0.6 million for both the three months March 31, 2024 and March 31, 2023 . |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Depreciation included in cost of revenues | $ 1,175 | $ 845 |
Unrealized loss on investments, tax effect | (7) | 18 |
Cost of Revenue [Member] | ||
Allocated stock-based compensation expense | 734 | 821 |
Selling and Marketing [Member] | ||
Allocated stock-based compensation expense | 6,424 | 7,537 |
Product Development [Member] | ||
Allocated stock-based compensation expense | 478 | 460 |
General and Administrative [Member] | ||
Allocated stock-based compensation expense | $ 3,823 | $ 3,458 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings [Member] | |
Beginning balance at Dec. 31, 2022 | $ 217,474 | $ 58 | $ (278,876) | $ 425,458 | $ (9,537) | $ 80,371 | |
Beginning balance, shares at Dec. 31, 2022 | 57,919,501 | 28,896,408 | |||||
Issuance of common stock from exercise of options | 18 | 18 | |||||
Issuance of common stock from exercise of options, shares | 2,500 | ||||||
Issuance of common stock from restricted stock awards, shares | 91,152 | ||||||
Purchase of common stock through stock buyback | (25,000) | $ (25,000) | |||||
Purchase of common stock through stock buyback, shares | 581,295 | ||||||
Impact of net settlements | (177) | (177) | |||||
Impact of net settlements, shares | 912 | 912 | |||||
Excise Tax on repurchased shares | (206) | (206) | |||||
Stock-based compensation expense | [1] | 14,176 | 14,176 | ||||
Unrealized gain (loss) on investments | 63 | 63 | |||||
Unrealized gain (loss) on foreign currency exchange | 2,029 | 2,029 | |||||
Net Income (Loss) | 1,645 | 1,645 | |||||
Ending balance at Mar. 31, 2023 | 210,022 | $ 58 | $ (303,876) | 439,269 | (7,445) | 82,016 | |
Ending balance, shares at Mar. 31, 2023 | 58,014,065 | 29,478,615 | |||||
Beginning balance at Dec. 31, 2023 | $ 222,927 | $ 59 | $ (329,118) | 471,696 | (4,542) | 84,832 | |
Beginning balance, shares at Dec. 31, 2023 | 58,659,065 | 30,243,921 | |||||
Issuance of common stock from exercise of options, shares | 0 | ||||||
Issuance of common stock from restricted stock awards, shares | 133,490 | ||||||
Impact of net settlements | $ (139) | (139) | |||||
Impact of net settlements, shares | 290 | 290 | |||||
Stock-based compensation expense | 11,459 | 11,459 | |||||
Unrealized gain (loss) on investments | (23) | (23) | |||||
Unrealized gain (loss) on foreign currency exchange | (642) | (642) | |||||
Net Income (Loss) | (10,088) | (10,088) | |||||
Ending balance at Mar. 31, 2024 | $ 223,494 | $ 59 | $ (329,118) | $ 483,016 | $ (5,207) | $ 74,744 | |
Ending balance, shares at Mar. 31, 2024 | 58,792,845 | 30,244,211 | |||||
[1] Includes $ 1.9 million of accrued compensation expense recognized in the previous year for the three months ended March 31, 2023 . |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Accrued compensation expense | $ 1.9 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities: | ||
Net income (loss) | $ (10,088) | $ 1,645 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 3,486 | 2,845 |
Amortization | 2,200 | 2,166 |
Provision for bad debt | (569) | 758 |
Stock-based compensation | 11,459 | 12,276 |
Amortization of debt issuance costs | 550 | 627 |
Deferred tax benefit | (6,603) | (1,298) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,912 | 8,294 |
Operating lease assets with right of use | 695 | 390 |
Prepaid expenses and other current assets | (423) | (2,033) |
Other assets | (182) | (4) |
Accounts payable | (952) | (250) |
Income taxes payable | 5,979 | 2,173 |
Accrued expenses and other current liabilities | (1,388) | (2,445) |
Accrued compensation expenses | 205 | (1,209) |
Operating lease liabilities with right of use | (660) | (874) |
Contract liabilities | 2,673 | (4,843) |
Net cash provided by operating activities | 9,294 | 18,218 |
Investing activities: | ||
Purchases of property and equipment, and other capitalized assets, net | (4,154) | (3,548) |
Purchases of investments | (1,156) | (25,299) |
Net cash used in investing activities | (5,310) | (28,847) |
Financing activities: | ||
Tax withholdings related to net share settlements | (139) | (177) |
Purchase of treasury shares and related costs | 0 | (25,000) |
Proceeds from stock option exercises | 0 | 18 |
Payment of earnout liabilities | 0 | (2,267) |
Net cash used in financing activities | (139) | (27,426) |
Effect of exchange rate changes on cash and cash equivalents | (77) | 621 |
Net increase (decrease) in cash and cash equivalents | 3,768 | (37,434) |
Cash and cash equivalents at beginning of period | 226,668 | 344,523 |
Cash and cash equivalents at end of period | 230,436 | 307,089 |
Supplemental disclosure of cash flow information: | ||
Cash paid for taxes, net | 1,181 | 598 |
Schedule of non-cash investing and financing activities: | ||
Right of use assets and lease liabilities | $ 4 | $ 314 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ (10,088) | $ 1,645 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Rule 10b5-1 Arrangement Modified | false |
Non-Rule 10b5-1 Arrangement Modified | false |
Organization and Operations
Organization and Operations | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Operations | 1. Organization and Operations TechTarget, Inc. (collectively with its subsidiaries, the “Company”) is a global data and analytics leader and software provider for buyers of purchase intent-driven marketing and sales data for enterprise technology vendors. The Company’s service offerings are designed to enable technology vendors to better identify, reach and influence corporate information technology (“IT”) decision-makers actively researching specific IT purchases. The Company offers products and services intended to improve IT vendors’ ability to impact these audiences for business growth using advanced targeting, analytics and data services complemented by customized marketing programs that integrate demand generation, brand advertising techniques, and content curation and creation. The Company operates a network of approximate ly 150 w ebsites and 800 webinars and virtual event channels, which each focus on a specific IT sector such as storage, security or networking. IT and business professionals have become increasingly specialized, and they have come to rely on the Company’s sector-specific websites and webinars and virtual event channels for purchasing decision support. The Company’s content platforms are designed to enable IT and business professionals to navigate the complex and rapidly changing IT landscape where purchasing decisions can have significant financial and operational consequences. At critical stages of the purchase decision process, these content offerings through different channels are intended to meet IT and business professionals’ needs for expert, peer and IT vendor information and provide platforms on which business-to-business technology companies can launch targeted marketing campaigns which generate measurable return on investment. Based upon the logical clustering of members and users’ respective job responsibilities and the marketing focus of the products being promoted by the Company’s customers, the Company categorizes its content offerings to address the key market opportunities and audience extensions across a portfolio of distinct market categories: Security; Networking; Storage; Data Center and Virtualization Technologies; CIO/IT Strategy; Business Applications and Analytics; Application Architecture and Development; and ANCL Channel. On January 10, 2024, we entered into an Agreement and Plan of Merger (the “Transaction Agreement”) with Informa PLC ("Informa") and certain of our and their subsidiaries. Pursuant to the Transaction Agreement, we and Informa, among other things, agreed to combine our businesses with the business of Informa Intrepid Holdings Inc. (“Informa Tech”), a wholly owned subsidiary of Informa which will own and operate Informa’s digital businesses (Industry Dive, Omdia (including Canalys)), NetLine and certain of its digital media brands (e.g. Information Week, Light Reading, and AI Business), under a new publicly traded holding company (“New TechTarget”). Upon closing, among other things, Informa and its subsidiaries will collectively own 57 % of the outstanding common stock of New TechTarget (on a fully diluted basis) and our former stockholders will own the remaining outstanding common stock of New TechTarget. Our former stockholders will also receive a pro rata share of an amount in cash equal to $ 350 million plus the amount of any EBITDA adjustment (as defined in the Transaction Agreement), which is estimated as of the date of the Transaction Agreement to be approximately $ 11.79 per share of our common stock. The various transactions set forth in the Transaction Agreement (the “proposed transaction”) are expected to close in the second half of 2024, subject to satisfaction or waiver of certain customary conditions. We will be required to pay Informa a termination fee between $ 30.0 and $ 40.0 million if the Transaction Agreement is terminated under certain specified circumstances, including termination by us in connection with our entry into an agreement with respect to a Toro Superior Proposal (as defined in the Transaction Agreement) prior to us receiving stockholder approval of the proposed transaction, or termination by Informa upon a Toro Change in Recommendation (as defined in the Transaction Agreement). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to condensed consolidated financial statements. The Company’s critical accounting policies are those that affect its more significant judgments used in the preparation of its condensed consolidated financial statements. A description of the Company’s critical accounting policies and estimates is contained in its Annual Report on Form 10-K for the year ended December 31, 2023, and in this note to the condensed consolidated financial statements. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”), TechTarget Germany GmbH, and BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (together “BrightTALK”). TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TTGT HK is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. BrightTALK are the entities through which the Company conducts business related to its BrightTALK webinar and virtual event platform. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles or “U.S. GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal, recurring nature and have been reflected in the condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these condensed consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the condensed consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 . Forei gn Currency Translation The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the Condensed Consolidated Statement of Comprehensive Income as an element of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the Condensed Consolidated Statement of Income. All assets and liabilities denominated in foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. Use of Estimate s The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to revenue, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, earnouts, self-insurance accruals, the allocation of purchase price to intangibles and goodwill, and income taxes. The Company reduces its accounts receivable for an allowance for doubtful accounts based on its best estimate of the amount of probable credit losses. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. Revenue Recognition The Company generates its revenue from the sale of targeted marketing and advertising campaigns, which it delivers via its network of websites, webinar and virtual events channels, and our data analytic services and solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied. Cash and Cash Equivalents The Company considers all highly liquid investments with original or remaining maturities of three months or less on the purchase date to be cash equivalents. Cash and cash equivalents carrying value approximate fair value and consist primarily of bank deposits and government backed money market funds. Accounts Receivable We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the Condensed Consolidated Statements of Income and Comprehensive Income. We assess collectability by reviewing accounts receivable on an individual basis when we identify specific customers with known disputes, overdue amounts or collectability issues and also reserve for losses on all accounts based on historical information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. At March 31, 2024 , the Company’s collectability assessment includes the business and market disruptions caused by macro-economic uncertainty currently being experienced in the technology sector and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict, causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. Fair Value of Financial Instruments Financial instruments consist of cash, cash equivalents, short-term investments, accounts receivable, accounts payable, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 4 for further information on the fair value of the Company’s investments. The Company classifies all of its short-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method. Business Combinations and Valuation of Goodwill and Acquired Intangible Assets The Company uses its best estimates and assumptions to allocate fair value to the net tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date. Any residual purchase price is recorded as goodwill. The Company’s estimates are inherently uncertain and subject to refinement and can include but are not limited to, the cash flows that an asset is expected to generate in the future, and the appropriate weighted-average cost of capital. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s Condensed Consolidated Statement of Income and Comprehensive Income. Recen t Accounting Pronouncements Recently Adopted Accounting Guidance In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition [Abstract] | |
Revenue | 3. Revenue Disaggregation of Revenue The following table depicts the disaggregation of revenue according to categories consistent with how the Company evaluates its financial performance and economic risk. International revenue consists of international geo-targeted campaigns, which are campaigns targeted at an audience of members outside of North America. For the Three Months Ended 2024 2023 North America $ 35,230 $ 37,760 International 16,406 19,354 Total $ 51,636 $ 57,114 For the Three Months Ended 2024 2023 Revenue under short-term contracts $ 33,940 $ 33,889 Revenue under longer-term contracts 17,696 23,225 Total $ 51,636 $ 57,114 Contract Liabilities 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 material rights amounts included in the contract liabilities on the accompanying Condensed Consolidated Balance Sheets w as $ 1.7 million and $ 1.9 m illion at March 31, 2024, and December 31, 2023, respectively. Contract Liabilities Year-to-Date Activity Balance at December 31, 2023 $ 14,721 Billings 54,290 Revenue Recognized ( 51,636 ) Balance at March 31, 2024 $ 17,375 The Company elected to apply the following practical expedients: • Existence of a Significant Financing Component in a Contract . As a practical expedient, the Company has not assessed whether a contract has a significant financing component because the Company expects at contract inception that the period between payment by the customer and the transfer of promised goods or services by the Company to the customer will be one year or less. Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 90 days. In addition, the Company has determined that the payment terms that the Company provides to its customers are structured primarily for reasons other than the provision of financing to the customer. • Costs to Fulfill a Contract . The Company’s revenue is primarily generated from customer contracts that are for one year or less. Costs primarily consist of incentive compensation paid based on the achievement of sales targets. As a practical expedient, for amortization periods that are determined to be one year or less, the Company expenses any incremental costs of obtaining the contract with a customer when incurred. For those customer contracts greater than one year, the Company capitalizes and amortizes the expenses over the period of benefit. • Revenue Invoiced . The Company has applied the practical expedient for certain revenue streams to exclude the value of remaining performance obligations for (i) contracts with an original expected term of one year or less or (ii) contracts for which the Company recognizes revenue in proportion to the amount it has the right to invoice for services performed. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 4. Fair Value Measurements The Company measures certain financial assets and liabilities at fair value on a recurring basis, including short-term investments. The fair value of these financial assets and liabilities was determined based on three levels of input as follows: • Level 1. Quoted prices in active markets for identical assets and liabilities; • Level 2. Observable inputs other than quoted prices in active markets; and • Level 3. Unobservable inputs. 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 March 31, 2024 Quoted Prices Significant Significant Assets: Time deposits (1) $ 26,204 $ — $ 26,204 $ — Pooled bond funds 74,545 — 74,545 — Total short-term investments $ 100,749 $ — $ 100,749 $ — Fair Value Measurements at December 31, 2023 Quoted Prices Significant Significant Assets: Time deposits (1) $ 25,877 $ — $ 25,877 $ — Pooled bond funds 73,724 — 73,724 — Total short-term investments $ 99,601 $ — $ 99,601 $ — (1) The Company's time deposits consist of domestic deposits which mature within six months (Level 2). All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves. |
Cash, Cash Equivalents and Inve
Cash, Cash Equivalents and Investments | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents and Investments | 5. Cash, Cash Equivalents and Short-Term Investments Cash and cash equivalents are carried at cost, which approximates fair market value. As of March 31, 2024 and December 31, 2023, cash and cash equivalents totaled $ 230.4 million and $ 226.7 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. There were no realized gains or losses as of March 31, 2024 or December 31, 2023. Short-term investments consisted of the following: March 31, 2024 Adjusted Gross Gross Estimated Short-term investments: Time deposits $ 26,204 $ — $ — $ 26,204 Pooled bond funds 73,851 694 — 74,545 Total short-term investments $ 100,055 $ 694 $ — $ 100,749 December 31, 2023 Adjusted Gross Gross Estimated Short-term investments: Time deposits $ 25,877 $ — $ — $ 25,877 Pooled bond funds 73,021 703 — 73,724 Total short-term investments $ 98,898 $ 703 $ — $ 99,601 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 6. Goodwill and Intangible Assets 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 no t have any intangible assets with indefinite lives other than goodwill as of March 31, 2024 or December 31, 2023 . There were no indications of impairment as of March 31, 2024, and the Company believes that, as of the balance sheet dates presented, none of the Company’s goodwill or intangible assets were impaired. The following table summarizes the Company’s intangible assets, net: March 31, 2024 Estimated Gross Accumulated Net Customer relationships 5 - 19 $ 83,716 $ ( 22,810 ) $ 60,906 Developed websites, technology and patents 10 32,935 ( 11,493 ) 21,442 Trademark, trade name and domain name 5 - 16 7,583 ( 3,479 ) 4,104 Proprietary user information database and internet traffic 5 1,100 ( 1,100 ) — Non-compete agreements 1.5 - 3 600 ( 477 ) 123 Total intangible assets $ 125,934 $ ( 39,359 ) $ 86,575 December 31, 2023 Estimated Gross Accumulated Net Customer relationships 5 - 19 $ 83,959 $ ( 21,604 ) $ 62,355 Developed websites, technology and patents 10 33,202 ( 10,802 ) 22,400 Trademark, trade name and domain name 5 - 16 7,627 ( 3,365 ) 4,262 Proprietary user information database and internet traffic 5 1,106 ( 1,106 ) — Non-compete agreements 1.5 - 3 600 ( 454 ) 146 Total intangible assets $ 126,494 $ ( 37,331 ) $ 89,163 Intangible assets are amortized over their estimated useful lives, which range from eighteen months to nineteen 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 6.3 years. Amortization expe nse was $ 2.2 million both the three months ended March 31, 2024 and 2023 , 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 no t write off any fully amortized intangible assets in the first three months of 2024 or 2023. The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization 2024 (April 1 – December 31) $ 6,593 2025 8,752 2026 8,698 2027 8,694 2028 8,694 Thereafter 45,144 Total $ 86,575 |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | 7. Net Income (Loss) Per Common Share A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per common share is as follows: For the Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) $ ( 10,088 ) $ 1,645 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,510,395 28,757,259 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,510,395 28,757,259 Effect of potentially dilutive shares (1) - 195,847 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 28,510,395 28,953,106 Net Income Per Common Share: Basic: Net income (loss) applicable to common stockholders $ ( 10,088 ) $ 1,645 Weighted average shares of stock outstanding 28,510,395 28,757,259 Basic net income (loss) per common share $ ( 0.35 ) $ 0.06 Diluted: Net income (loss) applicable to common stockholders $ ( 10,088 ) $ 1,645 Weighted average shares of stock outstanding 28,510,395 28,953,106 Diluted net income (loss) per common share (1) $ ( 0.35 ) $ 0.06 (1) In calculating diluted net income per share, 851 thousand shares and 1.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units were excluded for the three months ended March 31, 2024 and 2023, respectively. Additionally, for the three months ended March 31, 2024 and 2023 , the interest expense and amortization of note costs relating to the shares issuable upon conversion of our outstanding convertible notes were excluded from the calculation as they would have been anti-dilutive. The interest expense including amortization of note issuance costs, related to convertible notes was $ 0.6 million for both the three months March 31, 2024 and March 31, 2023 . |
Convertible Notes and Loan Agre
Convertible Notes and Loan Agreement | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Loan Agreement | 8. Convertible Notes and Loan Agreement Convertible Notes In December 2020, the Company issued $ 201.3 million in aggregate principal amount of 0.125 % convertible senior notes due December 15, 2025 (the “2025 Notes”) and in December 2021, the Company issued $ 414 million in aggregate principal amount of 0.0 % convertible senior notes due December 15, 2026 (the “2026 Notes”). At the time of the issuance of the 2026 Notes, a portion of the outstanding 2025 Notes were exchanged for shares of common stock and cash. In August 2023, the Company repurchased $ 48.3 million aggregate principal amount of the 2025 Notes for $ 42.6 million including transaction fees. As of March 31, 2024 , approximately $ 3 million aggregate principal amount of the 2025 Notes remain outstanding. Further details are included below: Issuance Maturity Date Interest Rate First Interest Payment Date Effective Interest Rate Semi-Annual Interest Payment Dates Initial Conversion Rate per $1,000 Principal Initial Conversion Price Number of Shares (in millions) 2025 Notes December 15, 2025 0.125 % June 15, 2021 0.8 % June 15, and December 15 14.1977 $ 70.43 0.1 2026 Notes December 15, 2026 0.0 % –– 0.0 % –– 7.6043 $ 131.50 4.3 Each of the 2025 Notes and the 2026 Notes (collectively, the “Notes”) is governed by an indenture between the Company, as issuer, and U.S. Bank, National Association, as trustee (together the “Indentures”, and each such indenture, an “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. Terms of the Notes Prior to the close of business on September 15, 2025 and September 14, 2026, the 2025 Notes and 2026 Notes, respectively, 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 (for the 2025 Notes) and September 14, 2026 (for the 2026 Notes), until the close of business on the second scheduled trading day immediately preceding the applicable maturity date, holders may convert all or any portion of their Notes at the applicable 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 the day immediately preceding their respective free convertibility date described above, in multiples of the $ 1,000 principal amount, only under the following circumstances : • during any calendar quarter commencing after the calendar quarter ending on March 31, 2021 for the 2025 Notes and March 31, 2022 for the 2026 Notes (and only during such calendar quarter), if the last reported sales price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the applicable conversion price on each applicable trading day; • during the five business day period after any five consecutive trading day period, or the Notes measurement period, in which the “trading price” (as defined in each Indenture) per $ 1,000 principal amount of Notes for each trading day of the Notes measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; • if the Company calls any or all of the Notes for redemption, at any time prior to the close of business on September 14, 2025 for the 2025 Notes or September 14, 2026 for the 2026 Notes; or • upon the occurrence of specified corporate events as set forth in the Indentures. As of March 31, 2024, the 2026 Notes and 2025 Notes are not convertible. Whether the 2026 Notes or the 2025 Notes will be convertible in the future prior to the applicable free convertibility date will depend on the satisfaction of the trading price condition or another conversion condition specified in the Indentures. Since the Company may elect to repay the 2026 Notes and the 2025 Notes in cash, shares of our common stock, or a combination of both, the Company has continued to classify the 2026 and the 2025 Notes as long-term debt on its consolidated balance sheet as of March 31, 2024. The Notes consist of the following: March 31, 2024 December 31, 2023 Liability Component: 2026 Notes 2025 Notes 2026 Notes 2025 Notes Principal $ 414,000 $ 3,040 $ 414,000 $ 3,040 Less: unamortized debt issuance costs 5,954 35 6,500 40 Net carrying amount $ 408,046 $ 3,005 $ 407,500 $ 3,000 The following table sets forth total interest expense recognized related to the Notes: March 31, 2024 March 31, 2023 0.125% Coupon on 2025 Notes $ 1 $ 16 Amortization of debt discount and transaction costs 550 627 $ 551 $ 643 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: March 31, 2024 December 31, 2023 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 395,732 $ 411,051 $ 347,087 $ 410,500 2021 Loan Agreement On October 29, 2021, the Company entered into a 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 (the “2021 Loan Agreement”). The 2021 Loan Agreement provided for a $ 75 million revolving credit facility with a $ 5 million letter-of-credit sublimit and expired on October 29, 2023 . The 2021 Loan Agreement was secured by substantially all of the Company’s assets. Borrowings under the 2021 Loan Agreement bore interest based on a formula using certain market rates. Th e 2021 Loan Agreement was subject to various leverage and non-financial covenants. The 2021 Loan Agreement matured on its stated maturity date of October 29, 2023. |
Leases and Contingencies
Leases and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Lessee Disclosure [Abstract] | |
Leases and Contingencies | 9. Leases and Contingencies 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, 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, 2023. The Company remains responsible for certain other costs under the Third Amendment, including operating expense and taxes. In April 2021, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the lease agreement. The Fourth Amendment became effective during May 2021 . The Fourth Amendment reduced the 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 recognizes the related rent expense on a straight-line basis over the term of each lease, taking into account the lease incentives and escalating lease payments. The Company has various non-cancelable lease agreements for certain of its offices with original lease periods expiring between 2024 and 2029. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain it will exercise that option. Leases with renewal 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 condensed consolidated balance sheets. The Company recognizes rent expense on a straight-line basis over the lease term. As of March 31, 2024, operating lease assets were $ 16.3 million and operating lease liabilities were $ 19.8 million. The maturities of the Company’s operating lease liabilities as of March 31, 2024 were as follows: Minimum Lease Years Ending December 31: Payments 2024 (April 1 – December 31) $ 3,729 2025 4,068 2026 3,975 2027 3,566 2028 3,402 Thereafter 3,333 Total future minimum lease payments 22,073 Less imputed interest 2,254 Total operating lease liabilities $ 19,819 Included in the Consolidated Balance Sheet: Current operating lease liability $ 4,161 Non-current operating lease liability 15,658 Total operating lease liabilities $ 19,819 For the three months ended March 31, 2024 and 2023, the total lease cost was comprised of the following amounts: Three Months Ended 2024 2023 Operating lease expense $ 1,029 $ 1,056 Short-term lease expense 4 4 Total lease expense $ 1,033 $ 1,060 The following summarizes additional information related to operating leases as of March 31, 2024: As of March 31, 2024 Weighted-average remaining lease term — operating leases 3.2 Weighted-average discount rate — operating leases 3.4 % 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. Litigation From time to time and in the ordinary course of business, the Company may be subject to various claims, charges, and litigation. At March 31, 2024 and December 31, 2023 , the Company did no t have any pending or threatened 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. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation Stock Option and Incentive Plans In April 2007, the Company’s board of directors approved the TechTarget, Inc. 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 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 . No 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 20,000 shares of common stock that remain subject to outstanding stock grants under the 2007 Plan as of March 31, 2024. In March 2017, the Company’s board of directors approved the TechTarget, Inc. 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 June 16, 2017, 3,000,000 shares of 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 up to 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. 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”), such dividends or dividend equivalents would be subject to the same vesting and forfeiture provisions as the underlying award. There are a total of 1,610,350 shares of common stock that remain subject to outstanding stock-based grants under the 2017 Plan as of March 31, 2024 . A total of 1,648,534 shares of common stock remain available for issuance under the 2017 Plan as of March 31, 2024. Employee Stock Purchase Plan In April 2022, the Company’s board of directors approved the TechTarget, Inc. 2022 Employee Stock Purchase Plan (the “ESPP”), which was approved by the stockholders of the Company at the 2022 Annual Meeting of Stockholders and became effective June 7, 2022. On June 7, 2022, 600,000 shares of the Company’s common stock were reserved for issuance under the ESPP. After the initial offering period of three months, commencing September 1, 2022, eligible employees may be offered shares of common stock over a twelve-month offering period, which consists of two consecutive six-month purchase periods. Employees may purchase a limited amount (up to $ 25,000 ) of shares of the Company’s common stock under the ESPP at a discount of up to 15 % of the lesser of the market value of the common stock at either (a) the beginning of the six-month purchase period during which the shares of common stock are purchased or (b) the end of such six-month purchase period. As of March 31, 2024, 545,556 shares of common stock remain available for issuance under the ESPP. Accounting for Stock-Based Compensation 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 zero . 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 three months ended March 31, 2024 is presented below: Three Month Activity Options Weighted- Weighted- Aggregate (1) Options outstanding at December 31, 2023 140,000 $ 38.22 — — Granted — — — — Exercised — — — — Forfeited — — — — Cancelled — — — — Options outstanding at March 31, 2024 140,000 $ 38.22 6.10 $ 977,750 Options exercisable at March 31, 2024 115,000 $ 38.61 5.43 $ 977,750 Options vested or expected to vest at March 31, 2024 136,628 $ 38.23 6.09 $ 977,750 (1) The aggregate intrinsic value was calculated based on the positive difference between the fair value of the Company’s common stock on March 31, 2024 of $ 33.08 per share and the exercise price of the underlying options . The total intrinsic value of options exercised was $ 0 and $ 81 thousand during the three months ended March 31, 2024 and March 31, 2023 , respectively. The total amount of cash received from exercise of these options was approximately $ 0 during the three months ended March 31, 2024 . The total amount of cash received from exercise of these options was approximately $ 18 thousand during the three months ended March 31, 2023. Restricted Stock Units 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 three months ended March 31, 2024 is presented below: Year-to-Date Activity Shares Weighted- Aggregate Nonvested outstanding at December 31, 2023 1,573,548 $ 50.22 — Granted 10,000 34.09 — Vested ( 86,098 ) 47.60 — Forfeited ( 8,100 ) 53.95 — Nonvested outstanding at March 31, 2024 1,489,350 $ 50.24 $ 49,267,698 There were 86,098 restricted stock units with a total grant-date fair value of $ 4.1 million that vested during the three months ended March 31, 2024 . There were 68,357 restricted stock units with a total grant-date fair value of $ 4.3 million that vested during the three months ended March 31, 2023. As of March 31, 2024 , there was $ 49.3 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 1.6 years. ESPP Valuation Assumptions The valuation of ESPP purchase rights and the underlying weighted-average assumptions are summarized as follows: March 31, 2024 ESPP: Expected term in years 0.50 Risk-free interest rate 5.44 % Expected volatility 43 % Expected dividend yield — % Weighted-average fair value per right granted $ 8.54 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | 11. Stockholders’ Equity Common Stock Repurchase Programs In May 2022, the Company announced that its board of directors had authorized a stock repurchase program (the “May 2022 Repurchase Program”) whereby the Company was authorized to repurchase shares of the Company's common stock having an aggregate purchase prices of up to $ 50.0 million from time to time on the open market or in privately negotiated transactions at prices and in the manner determined by management. There were no amounts purchased under this plan for the three months ended March 31, 2024 and March 31, 2023, respectively. As of March 31, 2024, no amounts remained available under the May 2022 Repurchase Program. In November 2022, the Company announced that its board of directors had authorized a repurchase program (the “November 2022 Repurchase Program”) whereby the Company was authorized to repurchase shares of the Company’s common stock and Notes having an aggregate purchase price of up to $ 200.0 million from time to time on the open market or in privately negotiated transactions at prices and in the manner determined by management over the next two years. During the three month period ended March 31, 2023, the Company repurchased 581,295 shares for an aggregate purchase price of $ 25.0 million at an average share price of $ 42.99 under the November 2022 Repurchase Program. There were no amounts purchased under this plan for the three months ended March 31, 2024. As of March 31, 2024, $ 92.9 million remained available under the November 2022 Repurchase Program. Repurchased shares are recorded under the cost method and are reflected as treasury stock in the accompanying Condensed Consolidated Balance Sheets. The Company is restricted from making any repurchases during the period between the execution of the Transaction Agreement and the closing of the proposed transaction without Informa's approval. Reserved Common Stock As of March 31, 2024 , the Company has reserved (i) 3,278,884 shares of common stock for settlement of outstanding and unexercised options, issuance following vesting of outstanding restricted stock units, and future awards available for grant under the 2007 Plan and 2017 Plan, (ii) 545,556 shares of common stock for use in settling purchases under the ESPP and (iii) 4,389,127 shares of common stock which may be issuable upon conversion of the Notes. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes 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 of $ 2.2 million for the three months ended March 31, 2024 primarily as a result of expenses not currently deductible for tax resulting in taxable income in certain jurisdictions. The tax expense for the three months ended March 31, 2024 increased by approximately $ 0.8 million, as compared to the same period in 2023, primarily due to an increase in nondeductible expenses. The Company recorded income tax expense of $ 1.4 million for the three months ended March 31, 2023. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | 13. Segment Information The Company views its operations and manages its business as one operating segment which is the business of providing purchase intent marketing and sales services. The Company aggregated its operating segment based upon the similar economic and operating characteristics of its operations. Geographic Data Net sales by campaign target area were as follows (1): For the Three Months Ended 2024 2023 North America $ 35,230 $ 37,760 International 16,406 19,354 Total $ 51,636 $ 57,114 (1) Net sales to customers by campaign target area is based on the geo-targeted (target audience) location of the campaign. Net sales to unaffiliated customers by geographic area were as follows (2): For the Three Months Ended 2024 2023 United States $ 39,751 $ 43,674 United Kingdom 5,035 6,068 Other international 6,850 7,372 Total $ 51,636 $ 57,114 (2) Net sales to unaffiliated customers by geographic area is based on the customers’ current billing addresses and does not consider the geo-targeted (target audience) location of the campaign. Long-lived assets by geographic area were as follows: March 31, 2024 December 31, 2023 United States 221,130 $ 221,394 International 84,743 86,760 Total $ 305,873 $ 308,154 Long-lived assets are comprised of property and equipment, net; goodwill; and intangible assets, net. No single country outside of the U.S. and the United Kingdom accounted for 1 % or more of the Company’s long-lived assets during either of these periods. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”), TechTarget Germany GmbH, and BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (together “BrightTALK”). TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TTGT HK is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively. BrightTALK are the entities through which the Company conducts business related to its BrightTALK webinar and virtual event platform. |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles or “U.S. GAAP”) in the United States (“U.S.”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal, recurring nature and have been reflected in the condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these condensed consolidated financial statements should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in this report and the condensed consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 . |
Foreign Currency Translation | Forei gn Currency Translation The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the Condensed Consolidated Statement of Comprehensive Income as an element of accumulated other comprehensive income (loss). Foreign currency transaction gains and losses are included in interest and other income (expense), net in the Condensed Consolidated Statement of Income. All assets and liabilities denominated in foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period. |
Use of Estimates | Use of Estimate s The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to revenue, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, earnouts, self-insurance accruals, the allocation of purchase price to intangibles and goodwill, and income taxes. The Company reduces its accounts receivable for an allowance for doubtful accounts based on its best estimate of the amount of probable credit losses. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition The Company generates its revenue from the sale of targeted marketing and advertising campaigns, which it delivers via its network of websites, webinar and virtual events channels, and our data analytic services and solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with original or remaining maturities of three months or less on the purchase date to be cash equivalents. Cash and cash equivalents carrying value approximate fair value and consist primarily of bank deposits and government backed money market funds. |
Accounts Receivable | Accounts Receivable We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the Condensed Consolidated Statements of Income and Comprehensive Income. We assess collectability by reviewing accounts receivable on an individual basis when we identify specific customers with known disputes, overdue amounts or collectability issues and also reserve for losses on all accounts based on historical information, current market conditions and reasonable and supportable forecasts of future economic conditions to inform adjustments to historical loss data. In determining the amount of the allowance for credit losses, we consider historical collectability based on past due status and make judgments about the creditworthiness of customers based on ongoing credit evaluations. At March 31, 2024 , the Company’s collectability assessment includes the business and market disruptions caused by macro-economic uncertainty currently being experienced in the technology sector and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict, causing variability and volatility that may have a material impact on our allowance for credit losses in future periods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Financial instruments consist of cash, cash equivalents, short-term investments, accounts receivable, accounts payable, long-term debt and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. See Note 4 for further information on the fair value of the Company’s investments. The Company classifies all of its short-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method. |
Business Combinations and Valuation of Goodwill and Acquired Intangible Assets | Business Combinations and Valuation of Goodwill and Acquired Intangible Assets The Company uses its best estimates and assumptions to allocate fair value to the net tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date. Any residual purchase price is recorded as goodwill. The Company’s estimates are inherently uncertain and subject to refinement and can include but are not limited to, the cash flows that an asset is expected to generate in the future, and the appropriate weighted-average cost of capital. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s Condensed Consolidated Statement of Income and Comprehensive Income. |
Recent Accounting Pronouncements | Recen t Accounting Pronouncements Recently Adopted Accounting Guidance In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280 on an interim and annual basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue Recognition [Abstract] | |
Disaggregated Revenue | The following table depicts the disaggregation of revenue according to categories consistent with how the Company evaluates its financial performance and economic risk. International revenue consists of international geo-targeted campaigns, which are campaigns targeted at an audience of members outside of North America. For the Three Months Ended 2024 2023 North America $ 35,230 $ 37,760 International 16,406 19,354 Total $ 51,636 $ 57,114 For the Three Months Ended 2024 2023 Revenue under short-term contracts $ 33,940 $ 33,889 Revenue under longer-term contracts 17,696 23,225 Total $ 51,636 $ 57,114 |
Schedule of Deferred Revenue Included in Contract Liabilities | Contract Liabilities Year-to-Date Activity Balance at December 31, 2023 $ 14,721 Billings 54,290 Revenue Recognized ( 51,636 ) Balance at March 31, 2024 $ 17,375 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Assets Carried at Fair Value and Measured on Recurring Basis | 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 March 31, 2024 Quoted Prices Significant Significant Assets: Time deposits (1) $ 26,204 $ — $ 26,204 $ — Pooled bond funds 74,545 — 74,545 — Total short-term investments $ 100,749 $ — $ 100,749 $ — Fair Value Measurements at December 31, 2023 Quoted Prices Significant Significant Assets: Time deposits (1) $ 25,877 $ — $ 25,877 $ — Pooled bond funds 73,724 — 73,724 — Total short-term investments $ 99,601 $ — $ 99,601 $ — (1) The Company's time deposits consist of domestic deposits which mature within six months (Level 2). All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves. |
Cash, Cash Equivalents and In_2
Cash, Cash Equivalents and Investments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Cash and Cash Equivalents [Abstract] | |
Short-term Investments | Short-term investments consisted of the following: March 31, 2024 Adjusted Gross Gross Estimated Short-term investments: Time deposits $ 26,204 $ — $ — $ 26,204 Pooled bond funds 73,851 694 — 74,545 Total short-term investments $ 100,055 $ 694 $ — $ 100,749 December 31, 2023 Adjusted Gross Gross Estimated Short-term investments: Time deposits $ 25,877 $ — $ — $ 25,877 Pooled bond funds 73,021 703 — 73,724 Total short-term investments $ 98,898 $ 703 $ — $ 99,601 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | The following table summarizes the Company’s intangible assets, net: March 31, 2024 Estimated Gross Accumulated Net Customer relationships 5 - 19 $ 83,716 $ ( 22,810 ) $ 60,906 Developed websites, technology and patents 10 32,935 ( 11,493 ) 21,442 Trademark, trade name and domain name 5 - 16 7,583 ( 3,479 ) 4,104 Proprietary user information database and internet traffic 5 1,100 ( 1,100 ) — Non-compete agreements 1.5 - 3 600 ( 477 ) 123 Total intangible assets $ 125,934 $ ( 39,359 ) $ 86,575 December 31, 2023 Estimated Gross Accumulated Net Customer relationships 5 - 19 $ 83,959 $ ( 21,604 ) $ 62,355 Developed websites, technology and patents 10 33,202 ( 10,802 ) 22,400 Trademark, trade name and domain name 5 - 16 7,627 ( 3,365 ) 4,262 Proprietary user information database and internet traffic 5 1,106 ( 1,106 ) — Non-compete agreements 1.5 - 3 600 ( 454 ) 146 Total intangible assets $ 126,494 $ ( 37,331 ) $ 89,163 |
Schedule of Amortization Expense of Intangible Assets | The Company expects amortization expense of intangible assets to be as follows: Years Ending December 31: Amortization 2024 (April 1 – December 31) $ 6,593 2025 8,752 2026 8,698 2027 8,694 2028 8,694 Thereafter 45,144 Total $ 86,575 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share | A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per common share is as follows: For the Three Months Ended March 31, 2024 2023 Numerator: Net income (loss) $ ( 10,088 ) $ 1,645 Denominator: Basic: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,510,395 28,757,259 Diluted: Weighted average shares of common stock and vested, undelivered restricted stock units outstanding 28,510,395 28,757,259 Effect of potentially dilutive shares (1) - 195,847 Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares 28,510,395 28,953,106 Net Income Per Common Share: Basic: Net income (loss) applicable to common stockholders $ ( 10,088 ) $ 1,645 Weighted average shares of stock outstanding 28,510,395 28,757,259 Basic net income (loss) per common share $ ( 0.35 ) $ 0.06 Diluted: Net income (loss) applicable to common stockholders $ ( 10,088 ) $ 1,645 Weighted average shares of stock outstanding 28,510,395 28,953,106 Diluted net income (loss) per common share (1) $ ( 0.35 ) $ 0.06 |
Convertible Notes and Loan Ag_2
Convertible Notes and Loan Agreement (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes | Further details are included below: Issuance Maturity Date Interest Rate First Interest Payment Date Effective Interest Rate Semi-Annual Interest Payment Dates Initial Conversion Rate per $1,000 Principal Initial Conversion Price Number of Shares (in millions) 2025 Notes December 15, 2025 0.125 % June 15, 2021 0.8 % June 15, and December 15 14.1977 $ 70.43 0.1 2026 Notes December 15, 2026 0.0 % –– 0.0 % –– 7.6043 $ 131.50 4.3 |
Schedule of Notes | The Notes consist of the following: March 31, 2024 December 31, 2023 Liability Component: 2026 Notes 2025 Notes 2026 Notes 2025 Notes Principal $ 414,000 $ 3,040 $ 414,000 $ 3,040 Less: unamortized debt issuance costs 5,954 35 6,500 40 Net carrying amount $ 408,046 $ 3,005 $ 407,500 $ 3,000 |
Schedule Of Interest Expense Recognized | The following table sets forth total interest expense recognized related to the Notes: March 31, 2024 March 31, 2023 0.125% Coupon on 2025 Notes $ 1 $ 16 Amortization of debt discount and transaction costs 550 627 $ 551 $ 643 |
Schedule of Fair Value and Carrying Value of Debt Instrument | 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: March 31, 2024 December 31, 2023 Fair Value Carrying Value Fair Value Carrying Value Convertible senior notes $ 395,732 $ 411,051 $ 347,087 $ 410,500 |
Leases and Contingencies (Table
Leases and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Lessee Disclosure [Abstract] | |
Summary of Maturities of Operating Lease Liabilities | As of March 31, 2024, operating lease assets were $ 16.3 million and operating lease liabilities were $ 19.8 million. The maturities of the Company’s operating lease liabilities as of March 31, 2024 were as follows: Minimum Lease Years Ending December 31: Payments 2024 (April 1 – December 31) $ 3,729 2025 4,068 2026 3,975 2027 3,566 2028 3,402 Thereafter 3,333 Total future minimum lease payments 22,073 Less imputed interest 2,254 Total operating lease liabilities $ 19,819 Included in the Consolidated Balance Sheet: Current operating lease liability $ 4,161 Non-current operating lease liability 15,658 Total operating lease liabilities $ 19,819 |
Summary of Lease Costs | For the three months ended March 31, 2024 and 2023, the total lease cost was comprised of the following amounts: Three Months Ended 2024 2023 Operating lease expense $ 1,029 $ 1,056 Short-term lease expense 4 4 Total lease expense $ 1,033 $ 1,060 |
Lessee Operating Lease Term and Discount Rate | The following summarizes additional information related to operating leases as of March 31, 2024: As of March 31, 2024 Weighted-average remaining lease term — operating leases 3.2 Weighted-average discount rate — operating leases 3.4 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity Under Company's Plans | A summary of the stock option activity under the Company’s plans for the three months ended March 31, 2024 is presented below: Three Month Activity Options Weighted- Weighted- Aggregate (1) Options outstanding at December 31, 2023 140,000 $ 38.22 — — Granted — — — — Exercised — — — — Forfeited — — — — Cancelled — — — — Options outstanding at March 31, 2024 140,000 $ 38.22 6.10 $ 977,750 Options exercisable at March 31, 2024 115,000 $ 38.61 5.43 $ 977,750 Options vested or expected to vest at March 31, 2024 136,628 $ 38.23 6.09 $ 977,750 (1) The aggregate intrinsic value was calculated based on the positive difference between the fair value of the Company’s common stock on March 31, 2024 of $ 33.08 per share and the exercise price of the underlying options . The total intrinsic value of options exercised was $ 0 and $ 81 thousand during the three months ended March 31, 2024 and March 31, 2023 , respectively. |
Summary of Restricted Stock Unit Activity Under Company's Plans | 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 three months ended March 31, 2024 is presented below: Year-to-Date Activity Shares Weighted- Aggregate Nonvested outstanding at December 31, 2023 1,573,548 $ 50.22 — Granted 10,000 34.09 — Vested ( 86,098 ) 47.60 — Forfeited ( 8,100 ) 53.95 — Nonvested outstanding at March 31, 2024 1,489,350 $ 50.24 $ 49,267,698 |
Schedule of valuation of ESPP purchase rights and the underlying weighted-average assumptions | The valuation of ESPP purchase rights and the underlying weighted-average assumptions are summarized as follows: March 31, 2024 ESPP: Expected term in years 0.50 Risk-free interest rate 5.44 % Expected volatility 43 % Expected dividend yield — % Weighted-average fair value per right granted $ 8.54 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Long-Lived Assets by Geographic Area | Long-lived assets by geographic area were as follows: March 31, 2024 December 31, 2023 United States 221,130 $ 221,394 International 84,743 86,760 Total $ 305,873 $ 308,154 |
Customers by Campaign Target Area [Member] | |
Net Sales by Campaign Target Area and Geographic Area | Net sales by campaign target area were as follows (1): For the Three Months Ended 2024 2023 North America $ 35,230 $ 37,760 International 16,406 19,354 Total $ 51,636 $ 57,114 (1) Net sales to customers by campaign target area is based on the geo-targeted (target audience) location of the campaign. |
Unaffiliated Customers by Geographic Area [Member] | |
Net Sales by Campaign Target Area and Geographic Area | Net sales to unaffiliated customers by geographic area were as follows (2): For the Three Months Ended 2024 2023 United States $ 39,751 $ 43,674 United Kingdom 5,035 6,068 Other international 6,850 7,372 Total $ 51,636 $ 57,114 (2) Net sales to unaffiliated customers by geographic area is based on the customers’ current billing addresses and does not consider the geo-targeted (target audience) location of the campaign. |
Organization and Operations - A
Organization and Operations - Additional Information (Detail) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Jan. 10, 2024 USD ($) $ / shares | Mar. 31, 2024 Website Webinar $ / shares | Dec. 31, 2023 $ / shares | |
Number of websites | Website | 150 | ||
Number of webinars/virtual event channels | Webinar | 800 | ||
Transaction agreement per share of common stock | $ / shares | $ 11.79 | $ 0.001 | $ 0.001 |
Maximum [Member] | |||
Termination fee payable | $ 40 | ||
Minimum [Member] | |||
Termination fee payable | $ 30 | ||
New TechTarget [Member] | |||
Equity method investment, ownership percentage | 57% | ||
Former Stockholders [Member] | |||
Pro Rata Share of an Amount in Cash | $ 350 |
Revenue - Disaggregated Revenue
Revenue - Disaggregated Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 51,636 | $ 57,114 |
North America [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 35,230 | 37,760 |
International [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 16,406 | 19,354 |
Revenue under short-term contracts [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | 33,940 | 33,889 |
Revenue under longer-term contracts [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total Revenue | $ 17,696 | $ 23,225 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Minimum [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue payment terms | 30 days | |
Maximum [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Deferred revenue payment terms | 90 days | |
Revenue recognition timing of invoicing period | 1 year | |
Amortization period of contract assets | 1 year | |
Contract with customer contract period | 1 year | |
Contract Liabilities [Member] | ||
Deferred Revenue Arrangement [Line Items] | ||
Accrued sales incentives | $ 1.7 | $ 1.9 |
Revenue - Schedule of Deferred
Revenue - Schedule of Deferred Revenue Included in Contract Liabilities (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Revenue Recognition [Abstract] | |
Contract Liabilities, Balance | $ 14,721 |
Contract Liabilities, Billings | 54,290 |
Contract Liabilities, Revenue Recognized | (51,636) |
Contract Liabilities, Balance | $ 17,375 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets Carried at Fair Value and Measured on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Assets: | |||
Total short-term investments | $ 100,749 | $ 99,601 | |
Time Deposits [Member] | |||
Assets: | |||
Total short-term investments | [1] | 26,204 | 25,877 |
Pooled Bond Funds [Member] | |||
Assets: | |||
Total short-term investments | 74,545 | 73,724 | |
Significant Other Observable Inputs (Level 2) [Member] | |||
Assets: | |||
Total short-term investments | 100,749 | 99,601 | |
Significant Other Observable Inputs (Level 2) [Member] | Time Deposits [Member] | |||
Assets: | |||
Total short-term investments | [1] | 26,204 | 25,877 |
Significant Other Observable Inputs (Level 2) [Member] | Pooled Bond Funds [Member] | |||
Assets: | |||
Total short-term investments | $ 74,545 | $ 73,724 | |
[1] The Company's time deposits consist of domestic deposits which mature within six months (Level 2). All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves. |
Cash, Cash Equivalents and In_3
Cash, Cash Equivalents and Investments - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Cash and Cash Equivalents [Abstract] | ||
Cash and cash equivalents | $ 230,436,000 | $ 226,668,000 |
Realized gains or (losses) | $ 0 | $ 0 |
Cash, Cash Equivalents and In_4
Cash, Cash Equivalents and Investments - Short-term Investments (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 100,055 | $ 98,898 |
Gross Unrealized Gains | 694 | 703 |
Estimated Fair Value | 100,749 | 99,601 |
Pooled Bond Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 73,851 | 73,021 |
Gross Unrealized Gains | 694 | 703 |
Estimated Fair Value | 74,545 | 73,724 |
Time Deposits [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 26,204 | 25,877 |
Estimated Fair Value | $ 26,204 | $ 25,877 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | |
Goodwill And Intangible Assets [Line Items] | ||||
Intangible assets with indefinite lives other than goodwill | $ 0 | $ 0 | ||
Impairment of intangible assets | $ 0 | |||
Remaining amortization period | 6 years 3 months 18 days | |||
Amortization of intangible assets | $ 2,200,000 | $ 2,200,000 | ||
Write off of fully amortized intangible assets | $ 0 | $ 0 | ||
Minimum [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Estimated useful lives | 18 months | |||
Maximum [Member] | ||||
Goodwill And Intangible Assets [Line Items] | ||||
Estimated useful lives | 19 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 125,934 | $ 126,494 |
Accumulated Amortization | (39,359) | (37,331) |
Total intangible assets | $ 86,575 | 89,163 |
Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 18 months | |
Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 19 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 83,716 | 83,959 |
Accumulated Amortization | (22,810) | (21,604) |
Total intangible assets | $ 60,906 | $ 62,355 |
Customer Relationships [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Customer Relationships [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 19 years | 19 years |
Developed Websites, Technology and Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 10 years | 10 years |
Gross Carrying Amount | $ 32,935 | $ 33,202 |
Accumulated Amortization | (11,493) | (10,802) |
Total intangible assets | 21,442 | 22,400 |
Trademarks, Trade Name and Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,583 | 7,627 |
Accumulated Amortization | (3,479) | (3,365) |
Total intangible assets | $ 4,104 | $ 4,262 |
Trademarks, Trade Name and Domain Name [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Trademarks, Trade Name and Domain Name [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 16 years | 16 years |
Proprietary User Information Database and Internet Traffic [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 5 years | 5 years |
Gross Carrying Amount | $ 1,100 | $ 1,106 |
Accumulated Amortization | (1,100) | (1,106) |
Non-compete agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 600 | 600 |
Accumulated Amortization | (477) | (454) |
Total intangible assets | $ 123 | $ 146 |
Non-compete agreements [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 1 year 6 months | 1 year 6 months |
Non-compete agreements [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful lives | 3 years | 3 years |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 (April 1 - December 31) | $ 6,593 | |
2025 | 8,752 | |
2026 | 8,698 | |
2027 | 8,694 | |
2028 | 8,694 | |
Thereafter | 45,144 | |
Total intangible assets | $ 86,575 | $ 89,163 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Numerator: | |||
Net Income (Loss) | $ (10,088) | $ 1,645 | |
Basic: | |||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 28,510,395 | 28,757,259 | |
Diluted: | |||
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding | 28,510,395 | 28,757,259 | |
Effect of potentially dilutive shares | [1] | 0 | 195,847 |
Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares | 28,510,395 | 28,953,106 | |
Basic: | |||
Net income (loss) applicable to common stockholders | $ (10,088) | $ 1,645 | |
Weighted average shares of stock outstanding | 28,510,395 | 28,757,259 | |
Basic net income (loss) per common share | $ (0.35) | $ 0.06 | |
Diluted: | |||
Net income (loss) applicable to common stockholders | $ (10,088) | $ 1,645 | |
Weighted average shares of stock outstanding | 28,510,395 | 28,953,106 | |
Diluted net income (loss) per common share | [1] | $ (0.35) | $ 0.06 |
[1] In calculating diluted net income per share, 851 thousand shares and 1.3 million shares related to outstanding stock options and unvested, undelivered restricted stock units were excluded for the three months ended March 31, 2024 and 2023, respectively. Additionally, for the three months ended March 31, 2024 and 2023 , the interest expense and amortization of note costs relating to the shares issuable upon conversion of our outstanding convertible notes were excluded from the calculation as they would have been anti-dilutive. The interest expense including amortization of note issuance costs, related to convertible notes was $ 0.6 million for both the three months March 31, 2024 and March 31, 2023 . |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share - Reconciliation of Numerator and Denominator Used in Calculation of Basic and Diluted Net Income (Loss) Per Common Share (Parenthetical) (Detail) - USD ($) shares in Thousands, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Calculation Of Numerator And Denominator In Earnings Per Share [Line Items] | ||
Outstanding stock options and unvested restricted stock units excluded from computation of diluted EPS | 851 | 1,300 |
Interest and Debt Expense | $ 0.6 | $ 0.6 |
Convertible Notes and Loan Ag_3
Convertible Notes and Loan Agreement - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Oct. 29, 2021 | Aug. 31, 2023 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2024 | Dec. 31, 2023 | |
Line Of Credit Facility [Line Items] | ||||||
Debt instrument converted | $ 1,000 | |||||
Threshold percentage of stock price trigger | 130% | |||||
Percentage of sale price of common stock and conversion rate | 98% | |||||
Western Alliance Bank [Member] | 2021 Loan Agreement [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Credit line | $ 75,000 | |||||
Letter-of-credit sublimit | $ 5,000 | |||||
Credit facility, Maturity date | Oct. 29, 2023 | |||||
0.125% Convertible Senior Notes [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Interest rate | 0.125% | |||||
Debt instrument converted | $ 1,000 | |||||
Aggregate principal amount | $ 3,000 | |||||
2025 Notes [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Aggregate principal amount of term loan borrowed | $ 201,300 | |||||
Interest rate | 0.125% | |||||
Loan facility maturity date | Dec. 15, 2025 | Dec. 15, 2025 | ||||
Debt instrument repurchase principal amount | $ 48,300 | |||||
Transaction fee | $ 42,600 | |||||
Debt instrument conversion date | Sep. 14, 2025 | |||||
Aggregate principal amount | 3,040 | $ 3,040 | ||||
2026 Notes [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Aggregate principal amount of term loan borrowed | $ 414,000 | |||||
Interest rate | 0% | |||||
Loan facility maturity date | Dec. 15, 2026 | |||||
Debt instrument conversion date | Sep. 14, 2026 | |||||
Aggregate principal amount | $ 414,000 | $ 414,000 |
Convertible Notes and Loan Ag_4
Convertible Notes and Loan Agreement - Schedule of Convertible Notes (Details) Shares1 in Millions | 12 Months Ended | |
Dec. 31, 2021 Shares1 $ / shares | Dec. 31, 2020 | |
2025 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 15, 2025 | Dec. 15, 2025 |
Interest Rate | 0.125% | |
First Interest Payment Date | Jun. 15, 2021 | |
Effective Interest Rate | 0.80% | |
Semi-Annual Interest Payment Dates | June 15, and December 15 | |
Initial Conversion Rate per $1,000 Principal | 14.1977 | |
Initial Conversion Price | $ / shares | $ 70.43 | |
Number of Shares (in millions) | Shares1 | 0.1 | |
2026 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity Date | Dec. 15, 2026 | |
Interest Rate | 0% | |
Effective Interest Rate | 0% | |
Initial Conversion Rate per $1,000 Principal | 7.6043 | |
Initial Conversion Price | $ / shares | $ 131.5 | |
Number of Shares (in millions) | Shares1 | 4.3 |
Convertible Notes and Loan Ag_5
Convertible Notes and Loan Agreement - Schedule of Notes (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
2025 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | $ 3,040 | $ 3,040 |
Less: unamortized debt issuance costs | 35 | 40 |
Net carrying amount | 3,005 | 3,000 |
2026 Notes [Member] | ||
Debt Instrument [Line Items] | ||
Aggregate principal amount | 414,000 | 414,000 |
Less: unamortized debt issuance costs | 5,954 | 6,500 |
Net carrying amount | $ 408,046 | $ 407,500 |
Convertible Notes and Loan Ag_6
Convertible Notes and Loan Agreement - Schedule Of Interest Expense Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Debt Disclosure [Abstract] | ||
0.125% Coupon on 2025 Notes | $ 1 | $ 16 |
Amortization of debt discount and transaction costs | 550 | 627 |
Interest expense recognized | $ 551 | $ 643 |
Convertible Notes and Loan Ag_7
Convertible Notes and Loan Agreement - Schedule of Fair Value and Carrying Value of Debt Instrument (Detail) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Convertible senior notes, Fair Value | $ 395,732 | $ 347,087 |
Convertible senior notes, Carrying Value | $ 411,051 | $ 410,500 |
Leases and Contingencies - Addi
Leases and Contingencies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Oct. 26, 2017 USD ($) ft² | Apr. 30, 2021 USD ($) ft² | Mar. 31, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Lessee Lease Description [Line Items] | ||||
Operating lease assets (right -of-use assets) | $ 16,319,000 | $ 17,166,000 | ||
Operating lease liabilities | 19,819,000 | |||
Charges, claims related to litigation | $ 0 | $ 0 | ||
Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, operating lease, renewal term | 1 year | |||
Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lessee, operating lease, renewal term | 5 years | |||
Third Amendment Newton Lease [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease extension date | Dec. 31, 2029 | |||
Operating lease term option to extend | 5 years | |||
Amendment effective date | Jan. 01, 2018 | |||
Base monthly rent | $ 300,000 | |||
Percentage increase in base rent | 1% | |||
Third Amendment Newton Lease [Member] | Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease agreement for office | ft² | 74,000 | |||
Third Amendment Newton Lease [Member] | Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease agreement for office | ft² | 110,000 | |||
Fourth Amendment [Member] | ||||
Lessee Lease Description [Line Items] | ||||
One-time cash allowance | $ 600,000 | |||
Base monthly rent | $ 300,000 | |||
Amendment effective month and year | 2021-05 | |||
Fourth Amendment [Member] | Minimum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease agreement for office | ft² | 68,000 | |||
Fourth Amendment [Member] | Maximum [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Lease agreement for office | ft² | 74,000 |
Leases and Contingencies - Summ
Leases and Contingencies - Summary of Maturities of Operating Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2024 USD ($) |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |
2024 (April 1 - December 31) | $ 3,729 |
2025 | 4,068 |
2026 | 3,975 |
2027 | 3,566 |
2028 | 3,402 |
Thereafter | 3,333 |
Total future minimum lease payments | 22,073 |
Less imputed interest | 2,254 |
Operating lease liabilities | $ 19,819 |
Leases and contingencies - Su_2
Leases and contingencies - Summary of Operating Lease Liabilities Included in Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Assets and Liabilities, Lessee [Abstract] | ||
Current operating lease liabilities | $ 4,161 | $ 4,049 |
Non-current operating lease liability | 15,658 | $ 16,615 |
Total operating lease liabilities | $ 19,819 |
Leases and Contingencies - Su_3
Leases and Contingencies - Summary of Lease Costs (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | ||
Operating lease expense | $ 1,029 | $ 1,056 |
Short-term lease expense | 4 | 4 |
Total lease expense | $ 1,033 | $ 1,060 |
Leases and Contingencies - Su_4
Leases and Contingencies - Summary of Additional Information Related to Operating Leases (Detail) | Mar. 31, 2024 |
Lease, Cost [Abstract] | |
Weighted-average remaining lease term — operating leases | 3 years 2 months 12 days |
Weighted-average discount rate — operating leases | 3.40% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||||
Apr. 30, 2021 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | Jun. 07, 2022 | Jun. 16, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Common stock outstanding under the plan | 140,000 | 140,000 | ||||
Common stock shares available for issuance | 545,556 | |||||
Expected dividend yield | 0% | |||||
Cash received from exercise of options | $ 0 | $ 18 | ||||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized | $ 49,300 | |||||
Employee service share-based compensation, nonvested units, compensation cost not yet recognized, period for recognition | 1 year 7 months 6 days | |||||
Restricted Stock Units [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Stock options vested | 86,098 | 68,357 | ||||
Grant date fair value of restricted stock units vested | $ 4,100 | $ 4,300 | ||||
Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Common stock shares reserved for issuance | 600,000 | |||||
Expected dividend yield | 0% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date | 15% | |||||
Stock Option 2007 Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Expiry date | 2017-05 | |||||
New awards granted | 0 | |||||
Common stock outstanding under the plan | 20,000 | |||||
Stock Option 2017 Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Common stock outstanding under the plan | 1,610,350 | |||||
Common stock shares reserved for issuance | 3,000,000 | |||||
Common stock additional shares authorized for issuance | 3,800,000 | |||||
Plan effective date | Jun. 16, 2017 | |||||
Common stock shares available for issuance | 1,648,534 | |||||
Minimum [Member] | Stock Option 2007 Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Period of grants vested | 3 years | |||||
Minimum [Member] | Stock Option 2017 Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Period of grants vested | 3 years | |||||
Maximum [Member] | Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Common stock purchased | $ 25,000 | |||||
Maximum [Member] | Stock Option 2007 Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Period of grants vested | 4 years | |||||
Period of grants expired | 10 years | |||||
Maximum [Member] | Stock Option 2017 Plan [Member] | ||||||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||||||
Period of grants expired | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity under Company's Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | |||
Share-Based Payment Arrangement [Abstract] | ||||
Options outstanding, beginning balance | 140,000 | |||
Options Outstanding, Granted | 0 | |||
Options Outstanding, Exercised | 0 | |||
Options Outstanding, Forfeited | 0 | |||
Options Outstanding, Cancelled | 0 | |||
Options outstanding, ending balance | 140,000 | |||
Options Outstanding, Options exercisable | 115,000 | |||
Options Outstanding, Options vested or expected to vest | 136,628 | |||
Weighted-Average Exercise Price Per Share, Options outstanding, beginning balance | $ 38.22 | |||
Weighted-Average Exercise Price Per Share, Granted | 0 | |||
Weighted-Average Exercise Price Per Share, Exercised | 0 | |||
Weighted-Average Exercise Price Per Share, Forfeited | 0 | |||
Weighted- Average Exercise Price Per Share, Cancelled | 0 | |||
Weighted- Average Exercise Price Per Share, Options outstanding, ending balance | 38.22 | |||
Weighted- Average Exercise Price Per Share, Options exercisable | 38.61 | |||
Weighted-Average Exercise Price Per Share, Options vested or expected to vest | $ 38.23 | |||
Weighted-Average Remaining Contractual Term in Years, Options outstanding | 6 years 1 month 6 days | |||
Weighted-Average Remaining Contractual Term in Years, Options exercisable | 5 years 5 months 4 days | |||
Weighted-Average Remaining Contractual Term in Years, Options vested or expected to vest | 6 years 1 month 2 days | |||
Aggregate Intrinsic Value, Exercised | $ 0 | [1] | $ 81 | |
Aggregate Intrinsic Value, Options outstanding | [1] | 977,750 | ||
Aggregate Intrinsic Value, Options exercisable | [1] | 977,750 | ||
Aggregate Intrinsic Value, Options vested or expected to vest | [1] | $ 977,750 | ||
[1] The aggregate intrinsic value was calculated based on the positive difference between the fair value of the Company’s common stock on March 31, 2024 of $ 33.08 per share and the exercise price of the underlying options . The total intrinsic value of options exercised was $ 0 and $ 81 thousand during the three months ended March 31, 2024 and March 31, 2023 , respectively. |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity under Company's Plans (Parenthetical) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Share-Based Payment Arrangement [Abstract] | |||
Exercise price per share | $ 33.08 | ||
Aggregate Intrinsic Value, Exercised | $ 0 | [1] | $ 81 |
[1] The aggregate intrinsic value was calculated based on the positive difference between the fair value of the Company’s common stock on March 31, 2024 of $ 33.08 per share and the exercise price of the underlying options . The total intrinsic value of options exercised was $ 0 and $ 81 thousand during the three months ended March 31, 2024 and March 31, 2023 , respectively. |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Restricted Stock Unit Activity Under Company's Plans (Detail) - Restricted Stock [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Nonvested outstanding, beginning balance | 1,573,548 | |
Shares, Granted | 10,000 | |
Shares, Vested | (86,098) | (68,357) |
Shares, Forfeited | (8,100) | |
Shares, Nonvested outstanding, ending balance | 1,489,350 | |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, beginning balance | $ 50.22 | |
Weighted-Average Grant Date Fair Value Per Share, Granted | 34.09 | |
Weighted-Average Grant Date Fair Value Per Share, Vested | 47.6 | |
Weighted-Average Grant Date Fair Value Per Share, Forfeited | 53.95 | |
Weighted-Average Grant Date Fair Value Per Share, Nonvested outstanding, ending balance | $ 50.24 | |
Aggregate Intrinsic Value, Nonvested outstanding | $ 49,267,698 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Valuation of ESPP Purchase Rights and Underlying Weighted-Average Assumptions (Detail) | 3 Months Ended |
Mar. 31, 2024 $ / shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected dividend yield | 0% |
Employee Stock Purchase Plan [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term in years | 6 months |
Risk-free interest rate | 5.44% |
Expected volatility | 43% |
Expected dividend yield | 0% |
Weighted-average fair value per right granted | $ 8.54 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Nov. 30, 2022 | May 31, 2022 | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Common stock repurchase, amount | $ 25,000,000 | |||
November 2022 Plans [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Common stock repurchase authorized amount | $ 92,900,000 | $ 200,000,000 | ||
Common stock repurchased, shares | 581,295 | |||
Common stock repurchase, amount | $ 0 | $ 25,000,000 | ||
Stock repurchased, average price per share | $ 42.99 | |||
2007 and 2017 Plans [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Adjustment of common stock under employee stock purchase program | 545,556 | |||
Common stock reserved | 3,278,884 | |||
2007 and 2017 Plans [Member] | 0.125% Convertible Senior Notes [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Common stock reserved | 4,389,127 | |||
May 2022 Repurchase Program [Member] | ||||
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
Common stock repurchase authorized amount | $ 0 | $ 50,000,000 | ||
Common stock repurchase, amount | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Income Tax Expense Benefit | $ 2.2 | $ 1.4 |
Income tax change in enacted tax rate | $ 0.8 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 1 |
UNITED KINGDOM | |
Segment Reporting Information [Line Items] | |
Long Lived Assets Percentage | 1% |
Segment Information - Net Sales
Segment Information - Net Sales by Campaign Target Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenue | $ 51,636 | $ 57,114 |
Customers by Campaign Target Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenue | 51,636 | 57,114 |
North America [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenue | 35,230 | 37,760 |
North America [Member] | Customers by Campaign Target Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenue | 35,230 | 37,760 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenue | 16,406 | 19,354 |
International [Member] | Customers by Campaign Target Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total Revenue | $ 16,406 | $ 19,354 |
Segment Information - Net Sal_2
Segment Information - Net Sales to Customers by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | $ 51,636 | $ 57,114 |
Unaffiliated Customers by Geographic Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | 51,636 | 57,114 |
United States [Member] | Unaffiliated Customers by Geographic Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | 39,751 | 43,674 |
United Kingdom [Member] | Unaffiliated Customers by Geographic Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | 5,035 | 6,068 |
Other International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | 16,406 | 19,354 |
Other International [Member] | Unaffiliated Customers by Geographic Area [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales, Total | $ 6,850 | $ 7,372 |
Segment Information - Long-Live
Segment Information - Long-Lived Assets by Geographic Area (Detail) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 305,873 | $ 308,154 |
United States [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | 221,130 | 221,394 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived assets, Total | $ 84,743 | $ 86,760 |