11/06/2026 | Press release | Distributed by Public on 11/06/2026 06:46
Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2025 under Part I, Item 1A, "Risk Factors," and in the other documents we file with the SEC. Please refer to "Cautionary Note Regarding Forward-Looking Statements" on page 39 of this Quarterly Report on Form 10-Q.
Overview
Background
The Company helps technology companies accelerate growth through first party B2B data, market insight and market access.
Following a period of expansion, management believes the specialist technology research business of the Company is now among the largest providers of these services. It employs expert analysts, editors and consultants to create data-driven intelligence products and advisory services for product managers, corporate strategists, channel chiefs and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue.
Through the Omdia brand, which now incorporates the formerly separate niche brands Canalys, Wards Intelligence and Enterprise Strategy Group, the Company provides research and intelligence services to technology providers based on expert analysis and data-driven intelligence and reports. These products or businesses and their portfolio of digital media brands inform, educate and influence tech buyers, creating engaged and specialist audiences.
Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize return on investment ("ROI") and accelerate growth.
|
Selected Informa TechTarget brands* |
||
|
Specialist B2B Content: Intelligence & Advisory Brands |
Specialist B2B Buyer Content: Brand & Content Brands |
B2B Buyer Intent & Demand Brands |
|
Omdia by Informa TechTarget |
Industry Dive |
Informa TechTarget |
|
Information Week |
NetLine |
|
|
Light Reading |
||
|
AI Business |
||
*Not inclusive of all brands
Industry Background and Trends
Informa TechTarget sits at the intersection of tech and B2B marketing, each dynamic innovative markets in their own right, with what management believes are compelling structural growth drivers. Management believes this provides a strong underpin to the long-term growth ambitions of Informa TechTarget.
Technology transcends all aspects of daily life and work. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investment to enhance, upgrade and replace technology.
For Informa TechTarget, investment in innovation and growth in research and development ("R&D") budgets provide a leading indicator of demand for its products and services. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.
Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms.
Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.
The majority of the B2B buyer journey is now completed before a buyer might contact the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.
Management believes Informa TechTarget is at the center of this B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.
These interactions with the content - who reads what, who clicks to find out more, how long buyers spend on specific websites, which white papers do they read, which webinars do they join, etc. - and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.
For B2B sales and marketing teams at technology vendors, this information is critical in targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales. With increasing scrutiny and focus on ROI, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.
Because most of Informa TechTarget's clients are B2B technology companies, the success of Informa TechTarget is intrinsically linked to the health, and subject to the market conditions of, the technology industry. Informa TechTarget has recently been affected by macro-economic conditions, in particular the negative impact of economic uncertainty, which has impacted investment levels and overall client marketing expenditure. Although management cannot quantify the impact of macro-economic factors on Informa TechTarget's future results, any worsening of market conditions could negatively impact its financial position and liquidity. Marketing, advertising services and sponsorship revenue is more immediately impacted by changes in client spending and current macro-economic conditions than other revenue categories.
Recent performance has also been impacted by subdued sales and marketing budgets amongst many of Informa TechTarget's enterprise technology customers as more of their expenditures have been concentrated on R&D activities, particularly around artificial intelligence. Management believes that, as these vendors ultimately seek to achieve a ROI on the results of their R&D, this will result in a resurgence in growth of sales and marketing activity and budgets to support new product launches and enhancements.
Product and Service Offerings
Over the last five years, Informa TechTarget has been building a portfolio of data-driven solutions that are intended to capitalize on the positive structural market dynamic described above and meet the evolving needs of buyers and vendors in the technology market. Informa TechTarget has the potential to continue expanding upon this portfolio of capabilities.
The Informa TechTarget businesses, help both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent. These digital solutions fall into a number of categories:
Segments
In connection with the Transactions, during the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. In connection with these changes to organizational structure, starting in the first quarter of 2026, the Company operates in two segments: Brand to Demand ("B2D") and Intelligence & Advisory ("I&A"). The B2D segment primarily generates revenues through the provision of services that enable marketers to raise their brands' awareness and directly engage prospective buyers through a portfolio of brand content marketing programs (including webinars, whitepapers, playbooks, virtual events and surveys) to create demand, the creation of custom content offerings, and the ability to comprehensively analyze purchase intent data from actively engaged enterprise technology and business professionals. The I&A segment primarily generates revenues through the provision of its "intelligence" subscription service, providing clients with a core "data backbone" in addition to qualitative analyst-produced content across the technology industry spectrum (Intelligence). The Company, leveraging insights gathered through Intelligence, provides advisory services working as an extension of client teams, working together to provide strategic support in assessing critical business challenges and providing bespoke solutions.
Critical Accounting Policies and Use of Estimates
Preparation of the accompanying unaudited condensed consolidated financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management's judgments, assumptions and estimates impact the unaudited condensed consolidated financial statements are described below. Actual results in these areas could differ materially from management's estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant Accounting Policies to the consolidated financial statements included under Item 8. "Financial Statements and Supplementary Data" of our Annual Report on Form 10-K for the year ended December 31, 2025.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP 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. In the opinion of management, all normal, recurring adjustments have been included such that the unaudited condensed consolidated financial statements are fairly stated. 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.
Revenue Recognition
Revenue is recognized as Informa TechTarget satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which Informa TechTarget expects to be entitled in exchange for those products or services. Some of Informa TechTarget's performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.
Informa TechTarget enters into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as separate performance obligations.
When performance obligations are combined into a single contract, Informa TechTarget utilizes the relative stand-alone selling price of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients when sold on a stand alone basis or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.
Revenue from fixed fee engagements is recognized over time as Informa TechTarget works to satisfy its performance obligations as Informa TechTarget generally has an enforceable right to payment for performance completed to date.
Goodwill Impairment
As of September 30, 2026 and December 31, 2025, goodwill was $1.2 million and $45.6 million, respectively. Informa TechTarget's goodwill represents the excess purchase price of an acquired entity over the amounts assigned to assets and liabilities assumed in a business combination. Informa TechTarget performs an assessment of goodwill for impairment at least annually, during the fourth quarter, or whenever events or changes in circumstances indicate there may be an impairment.
The Company may assess goodwill for impairment initially using a qualitative approach to determine whether conditions exist that indicate it is more likely than not that the fair value of a reporting unit is less than its carrying value. Among the factors that could trigger an impairment review are a reporting unit's operating results declining relative to its operating plan or historical performance, competitive pressures, changes in the general markets in which it operates, and a sustained decline in share price. If the Company concludes, based on its assessment of relevant events, facts, and circumstances that it is more likely than not that a reporting unit's carrying value is greater than its fair value, then a quantitative analysis will be performed to determine if there is any impairment. Alternatively, the Company may elect to initially perform a quantitative analysis instead of starting with a qualitative analysis. These assessments require the Company to make judgments, assumptions, and estimates about projected cash flows, discount rates and other factors. The non-cash goodwill impairment loss is the difference between the reporting unit's fair value and carrying value, not to exceed the carrying amount of the goodwill.
During the first quarter of 2026, the Company made changes to its organizational structure to take advantage of the combined product offering portfolio. As a result, the Company, as of March 31, 2026, had two reporting units: Brand to Demand, and Intelligence & Advisory. As of the Company's goodwill impairment assessment performed on December 31, 2025, the Company had five reporting units. See further discussion at Note 4, Goodwill. The Company identified a sustained decline in share price during the first quarter of 2026 that, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, constituted an impairment triggering event for its reporting units. During the second and third quarters of 2026, there were no triggering events requiring an impairment assessment. For the three months ended March 31, 2026, Informa TechTarget performed the required impairment tests of goodwill on its previous five reporting units (pre-reorganization basis), and then on its current two reporting units (post-reorganization basis), using a discounted cash flow model with the following key assumptions in the fair value calculations:
There is a significant degree of uncertainty associated with these key assumptions. Projected cash flows, including key assumptions of forecasted revenue growth rates and EBITDA margin, are contingent on the Company's ability to accurately forecast future financial performance, which is subject to factors beyond the Company's control such as changes in market conditions, economic downturns, and competitive pressures. The discount rate also incorporates market-based rates and risk premiums that are subject to fluctuations due to shifts in macroeconomic factors, investor sentiment, and changes in the Company's perceived risk profile. Moreover, the long-term growth rate assumption, although derived from reputable external sources, can be influenced by unforeseeable changes in industry dynamics, regulatory environments, and technological advancements that may impact growth trajectories. Consequently, while these assumptions are grounded in established financial theories and best estimates, there is an inherent degree of uncertainty.
The goodwill impairment assessment as of March 31, 2026, based on both the prior five reporting units, and the current two reporting units, is described below.
Goodwill impairment assessment based on the prior five reporting units (pre-reorganization basis):
Canalys
Based on the quantitative fair value testing, a goodwill impairment of $8.1 million was recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Canalys reporting unit after the impairment charge was $1.1 million.
NetLine
Based on the quantitative fair value testing, a goodwill impairment of $6.8 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the NetLine reporting unit after the $6.8 million impairment charge.
Legacy TechTarget
The entire balance of goodwill in the Legacy TechTarget reporting unit was written off during 2025.
Bluefin Legacy
Based on the quantitative fair value testing, a goodwill impairment of $3.7 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill remaining in the Bluefin Legacy reporting unit after the $3.7 million impairment charge.
Industry Dive
Based on the quantitative fair value testing, no goodwill impairment was recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Industry Dive reporting unit was $26.4 million prior to the reorganization.
Goodwill impairment assessment based on the current two reporting units (post-reorganization basis):
Brand to Demand
Based on the quantitative fair value testing, a goodwill impairment of $26.4 million was recognized during the three months ended March 31, 2026. There was no carrying value of goodwill in the Brand to Demand reporting unit after the impairment charge as of March 31, 2026.
Intelligence & Advisory
Based on the quantitative fair value testing, there was no goodwill impairment recognized during the three months ended March 31, 2026. The carrying value of goodwill in the Intelligence & Advisory reporting unit on a post-reorganization basis was $1.1 million as of March 31, 2026.
Components of Results of Operations
Revenues
Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship; Intelligence subscription services; Advisory services; and Exhibitor and attendee revenue.
These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days ("longer-term contracts") covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for in advance. In the three and nine months ended September 30, 2026, approximately 28% and 29%, respectively, of our revenues were from longer-term contracts. In the three and nine months ended September 30, 2025, approximately 31% and 34%, respectively, of our revenues were from longer-term contracts.
Cost of revenues
Cost of revenues primarily consists of salaries and related personnel costs for research, editorial and consulting employees, lead generation expenses, freelance contractor expenses, website hosting costs, internal use software and developed technology amortization and other related overheads.
Selling and marketing
Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.
General and administrative
General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, allowance for credit losses, and stock-based compensation expenses.
Product development
Product development includes the creation of Informa TechTarget's network of websites and data analytics framework, advertiser offerings and technical infrastructure that do not meet the criteria for capitalization.
Depreciation
Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over the assets' estimated useful lives, ranging from three to five years.
Amortization
Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized based on using methods that are expected to reflect the estimated pattern of economic use or a straight-line basis over the estimated useful lives of the underlying assets.
Impairment of long-lived assets and goodwill
Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in each of the Company's reporting units.
Restructuring expense (income)
Restructuring expense (income) primarily relate to the Restructuring Plan designed to reshape, optimize, and support the Company's financial and operational efficiency. The plan involves streamlining certain areas and functions and reinvesting in others to improve the delivery of products and services to customers and enhance the Company's global go-to-market capabilities.
Acquisition and integration costs
Acquisition-related costs that are not part of purchase consideration are expensed as incurred. These costs typically include finder's fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining Informa TechTarget and its acquired businesses and are expensed as incurred. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate information technology infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.
Remeasurement of contingent consideration
Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration.
Related party interest expense
Related party interest expense consists of interest on related-party loans at the effective interest rate applicable and the unsecured five-year revolving Credit Facility. The interest rate on the unsecured revolving Credit Facility is variable.
Interest income (expense), net
Interest income (expense), net is a result of interest earned on cash and cash equivalents, and miscellaneous interest expense incurred.
Other income (expense), net
Other income (expense), net consists primarily of unrealized/realized foreign currency transaction gains and losses, and other non-operating income and expense transactions.
(Provision for) benefit from income taxes
(Provision for) benefit from income taxes reflects income earned and taxed, in jurisdictions in which Informa TechTarget conducts business, which mainly include the United Kingdom and United States federal and state income taxes.
Results of Operations
The following table sets forth a summary of certain key financial information for the three and nine months ended September 30, 2026 and 2025:
|
For the Three Months Ended September 30, |
Percent Change |
For the Nine Months Ended September 30, |
Percent Change |
||||||||||||||||||||||
|
2026 |
2025 |
2026 vs 2025 |
2026 |
2025 |
2026 vs 2025 |
||||||||||||||||||||
|
Revenues: |
$ |
119,222 |
$ |
122,286 |
(3 |
%) |
$ |
341,418 |
$ |
346,116 |
(1 |
%) |
|||||||||||||
|
Total cost of revenues |
(51,443 |
) |
(47,350 |
) |
9 |
% |
(151,134 |
) |
(142,674 |
) |
6 |
% |
|||||||||||||
|
Gross profit |
67,779 |
74,936 |
(10 |
%) |
190,284 |
203,442 |
(6 |
%) |
|||||||||||||||||
|
Operating expenses: |
|||||||||||||||||||||||||
|
Selling and marketing |
30,896 |
35,829 |
(14 |
%) |
93,995 |
106,202 |
(11 |
%) |
|||||||||||||||||
|
General and administrative |
21,614 |
21,039 |
3 |
% |
62,343 |
64,244 |
(3 |
%) |
|||||||||||||||||
|
Product development |
2,493 |
2,894 |
(14 |
%) |
9,512 |
8,279 |
15 |
% |
|||||||||||||||||
|
Depreciation |
277 |
529 |
(48 |
%) |
1,410 |
1,592 |
(11 |
%) |
|||||||||||||||||
|
Amortization, excluding amortization included in cost of revenues |
22,304 |
21,631 |
3 |
% |
66,860 |
67,817 |
(1 |
%) |
|||||||||||||||||
|
Impairment of goodwill |
- |
80,252 |
(100 |
%) |
45,006 |
921,600 |
(95 |
%) |
|||||||||||||||||
|
Restructuring expense (income) |
- |
12,412 |
(100 |
%) |
(382 |
) |
12,412 |
(103 |
%) |
||||||||||||||||
|
Acquisition and integration costs |
5,418 |
8,204 |
(34 |
%) |
29,766 |
32,343 |
(8 |
%) |
|||||||||||||||||
|
Remeasurement of contingent consideration |
- |
- |
n.m. |
36 |
- |
n.m. |
|||||||||||||||||||
|
Total operating expenses |
83,002 |
182,790 |
(55 |
%) |
308,546 |
1,214,489 |
(75 |
%) |
|||||||||||||||||
|
Operating loss |
(15,223 |
) |
(107,854 |
) |
(86 |
%) |
(118,262 |
) |
(1,011,047 |
) |
(88 |
%) |
|||||||||||||
|
Related party interest expense |
(2,046 |
) |
(2,439 |
) |
(16 |
%) |
(6,346 |
) |
(7,067 |
) |
(10 |
%) |
|||||||||||||
|
Interest income (expense), net |
(30 |
) |
26 |
(214 |
%) |
3 |
914 |
(100 |
%) |
||||||||||||||||
|
Other income (expense), net |
(373 |
) |
525 |
(171 |
%) |
1,048 |
(7,791 |
) |
(113 |
%) |
|||||||||||||||
|
Loss before provision for income taxes |
(17,672 |
) |
(109,742 |
) |
(84 |
%) |
(123,557 |
) |
(1,024,991 |
) |
(88 |
%) |
|||||||||||||
|
(Provision for) benefit from income taxes |
(487 |
) |
32,964 |
(101 |
%) |
12,882 |
26,163 |
(51 |
%) |
||||||||||||||||
|
Net loss |
$ |
(18,159 |
) |
$ |
(76,778 |
) |
(76 |
%) |
$ |
(110,675 |
) |
$ |
(998,828 |
) |
(89 |
%) |
|||||||||
Comparison of The Three Months Ended September 30, 2026 and 2025
Revenues
|
For the Three Months Ended September 30, |
||||||||||||||||
|
2026 |
2025 |
Increase/ |
Percent |
|||||||||||||
|
Marketing, advertising services, and sponsorship |
$ |
87,586 |
$ |
90,043 |
$ |
(2,457 |
) |
(3 |
)% |
|||||||
|
Intelligence subscription services |
19,301 |
19,146 |
155 |
1 |
% |
|||||||||||
|
Advisory services |
11,824 |
12,884 |
(1,060 |
) |
(8 |
)% |
||||||||||
|
Exhibitor and attendee |
511 |
213 |
298 |
140 |
% |
|||||||||||
|
Total revenues |
$ |
119,222 |
$ |
122,286 |
$ |
(3,064 |
) |
(3 |
)% |
|||||||
Revenue for the three months ended September 30, 2026 was $119.2 million, a decrease of $3.1 million, or 3%, compared to the three months ended September 30, 2025. The decrease was primarily driven by a $2.3 million decrease in Brand to Demand segment revenues, primarily reflecting declines in Intent Data revenue and the timing of customer campaign activity, particularly in our international markets, and a $0.8 million decrease in Intelligence & Advisory segment revenues, primarily reflecting lower Advisory services revenue, driven by the timing of Consulting project deliverables.
Cost of revenues
|
For the Three Months Ended September 30, |
||||||||||||||||
|
2026 |
2025 |
Increase |
Percent |
|||||||||||||
|
Cost of revenues |
$ |
51,443 |
$ |
47,350 |
$ |
4,093 |
9 |
% |
||||||||
Cost of revenues for the three months ended September 30, 2026 was $51.4 million, representing an increase of $4.1 million, or 9%, compared to the three months ended September 30, 2025. The increase was primarily driven by a $4.9 million increase in content, editorial and data costs, reflecting higher database and list rental costs net of lower production costs, partially offset by a $0.8 million decrease in amortization of internal use software and developed technology.
Operating expenses and other
|
For the Three Months Ended September 30, |
||||||||||||||||
|
2026 |
2025 |
Increase/ |
Percent |
|||||||||||||
|
Operating expenses: |
||||||||||||||||
|
Selling and marketing |
$ |
30,896 |
$ |
35,829 |
$ |
(4,933 |
) |
(14 |
%) |
|||||||
|
General and administrative |
21,614 |
21,039 |
575 |
3 |
% |
|||||||||||
|
Product development |
2,493 |
2,894 |
(401 |
) |
(14 |
%) |
||||||||||
|
Depreciation |
277 |
529 |
(252 |
) |
(48 |
%) |
||||||||||
|
Amortization, excluding amortization included in cost of revenues |
22,304 |
21,631 |
673 |
3 |
% |
|||||||||||
|
Impairment of goodwill |
- |
80,252 |
(80,252 |
) |
(100 |
%) |
||||||||||
|
Restructuring expense |
- |
12,412 |
(12,412 |
) |
(100 |
%) |
||||||||||
|
Acquisition and integration costs |
5,418 |
8,204 |
(2,786 |
) |
(34 |
%) |
||||||||||
|
Total operating expenses |
$ |
83,002 |
$ |
182,790 |
$ |
(99,788 |
) |
(55 |
%) |
|||||||
|
Related party interest expense |
(2,046 |
) |
(2,439 |
) |
(393 |
) |
(16 |
%) |
||||||||
|
Interest income (expense), net |
(30 |
) |
26 |
(56 |
) |
(214 |
%) |
|||||||||
|
Other income (expense), net |
(373 |
) |
525 |
(898 |
) |
(171 |
%) |
|||||||||
|
(Provision for) benefit from income taxes |
$ |
(487 |
) |
$ |
32,964 |
$ |
(33,451 |
) |
(101 |
%) |
||||||
Selling and Marketing. Selling and marketing expenses decreased by $4.9 million, or 14%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily driven by a $4.9
million decrease in staff-related costs post the company-wide restructuring and workforce reduction program initiated in August 2025, as well as a $0.7 million decrease attributed to lower marketing spend and costs optimization initiatives. This was partially offset by a $0.6 million increase in sales commissions.
General and Administrative. General and administrative expenses increased by $0.6 million, or 3%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025, primarily attributable to an increase in information technology costs, driven by corporate technology infrastructure investments.
Product Development. Product development costs decreased by $0.4 million, or 14%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to lower staff and related personnel costs, reflecting higher capitalization of development costs in the current period.
Depreciation. Depreciation expense decreased by $0.3 million, or 48%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to certain IT equipment and other fixed assets becoming fully depreciated during the period.
Amortization. Amortization expense increased by $0.7 million, or 3%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to a $1.8 million increase in amortization of capitalized product development costs, partially offset by a $1.1 million decrease in amortization of intangible assets.
Impairment of Goodwill. There was no goodwill impairment recorded for the three months ended September 30, 2026. As a result of the impairment analysis in the three months ended September 30, 2025, an impairment charge of $80.3 million was recorded. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in the prior year period, indicating goodwill may be impaired. Accordingly, we conducted a quantitative impairment test of our goodwill at September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.
Restructuring expense (income). No restructuring expense was recorded for the three months ended September 30, 2026, compared to $12.4 million of restructuring expense in the three months ended September 30, 2025. Restructuring expense primarily relates to a company-wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base.
Acquisition and Integration Costs. Acquisition and integration expenses decreased by $2.8 million, or 34%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily attributable to the substantial reduction of integration activities, resulting in lower external consulting and advisory fees as the business transitions from active integration to steady-state operations.
Related party interest expense. Related party interest expense decreased $0.4 million, or 16%, in the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily due to a higher balance drawn on the Credit Facility in the prior year period.
Interest Income (Expense), net. Interest income (expense), net did not increase or decrease by a material amount for the three months ended September 30, 2026 compared to the three months ended September 30, 2025.
Other Income (Expense), net. Other income (expense), net moved from income of $0.5 million for the three months ended September 30, 2025 to expense of $0.4 million for the three months ended September 30, 2026. The change was primarily attributable to unfavorable changes in foreign exchange on intercompany balances denominated in foreign currencies, reflecting less favorable currency movements in the current period.
(Provision for) benefit from income taxes. Income tax expense for the three months ended September 30, 2026 was $0.5 million, a decrease of $33.5 million compared to the income tax benefit of $33.0 million in the three months ended September 30, 2025. The effective tax rate was (2.8%) and 30.0% for the three months ended September 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by an increase in the valuation allowance against losses in the United Kingdom coupled with stock based compensation shortfalls in the quarter. In 2025, the effective tax rate was primarily driven by non-deductible goodwill impairment and non-taxable contingent consideration. Due to the Company's history of impairments, the effect of the non-deductible goodwill impairment was not treated as a discrete item in the three months ended September 30, 2025.
Comparison of The Nine Months Ended September 30, 2026 and 2025
Revenues
|
For the Nine Months Ended September 30, |
||||||||||||||||
|
2026 |
2025 |
Increase/ |
Percent |
|||||||||||||
|
Marketing, advertising services, and sponsorship |
$ |
249,082 |
$ |
249,460 |
$ |
(378 |
) |
(0 |
)% |
|||||||
|
Intelligence subscription services |
56,581 |
57,674 |
(1,093 |
) |
(2 |
)% |
||||||||||
|
Advisory services |
35,112 |
38,544 |
(3,432 |
) |
(9 |
)% |
||||||||||
|
Exhibitor and attendee |
643 |
438 |
205 |
47 |
% |
|||||||||||
|
Total revenues |
$ |
341,418 |
$ |
346,116 |
$ |
(4,698 |
) |
(1 |
)% |
|||||||
Revenue for the nine months ended September 30, 2026 was $341.4 million, a decrease of $4.7 million, or 1%, compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $4.3 million decrease in Intelligence & Advisory segment revenues, primarily due to lower Advisory services revenues and softer Intelligence subscription revenue, and a $0.4 million decrease in Brand to Demand segment revenues, primarily reflecting declines in Intent Data revenue, largely offset by growth in other product lines.
Cost of revenues
|
For the Nine Months Ended September 30, |
||||||||||||||||
|
2026 |
2025 |
Increase |
Percent |
|||||||||||||
|
Cost of revenues |
$ |
151,134 |
$ |
142,674 |
$ |
8,460 |
6 |
% |
||||||||
Cost of revenues for the nine months ended September 30, 2026 was $151.1 million, representing an increase of $8.5 million, or 6%, compared to the nine months ended September 30, 2025. The increase was primarily driven by $7.3 million of higher content and editorial costs. A further $0.1 million relates to an increase in amortization of internal-use software and developed technology, and the remaining $1.1 million reflects higher other direct costs, net of lower staff-related costs.
Operating expenses and other
|
For the Nine Months Ended September 30, |
||||||||||||||||
|
2026 |
2025 |
Increase |
Percent |
|||||||||||||
|
Operating expenses: |
||||||||||||||||
|
Selling and marketing |
$ |
93,995 |
$ |
106,202 |
$ |
(12,207 |
) |
(11 |
%) |
|||||||
|
General and administrative |
62,343 |
64,244 |
(1,901 |
) |
(3 |
%) |
||||||||||
|
Product development |
9,512 |
8,279 |
1,233 |
15 |
% |
|||||||||||
|
Depreciation |
1,410 |
1,592 |
(182 |
) |
(11 |
%) |
||||||||||
|
Amortization, excluding amortization included in cost of revenues |
66,860 |
67,817 |
(957 |
) |
(1 |
%) |
||||||||||
|
Impairment of goodwill |
45,006 |
921,600 |
(876,594 |
) |
(95 |
%) |
||||||||||
|
Restructuring expense (income) |
(382 |
) |
12,412 |
(12,794 |
) |
(103 |
%) |
|||||||||
|
Acquisition and integration costs |
29,766 |
32,343 |
(2,577 |
) |
(8 |
%) |
||||||||||
|
Remeasurement of contingent consideration |
36 |
- |
36 |
n.m. |
||||||||||||
|
Total operating expenses |
$ |
308,546 |
$ |
1,214,489 |
$ |
(905,943 |
) |
(75 |
%) |
|||||||
|
Related party interest expense |
(6,346 |
) |
(7,067 |
) |
(721 |
) |
(10 |
%) |
||||||||
|
Interest income (expense), net |
3 |
914 |
(911 |
) |
(100 |
%) |
||||||||||
|
Other income (expense), net |
1,048 |
(7,791 |
) |
8,839 |
(113 |
%) |
||||||||||
|
(Provision for) benefit from income taxes |
$ |
12,882 |
$ |
26,163 |
$ |
(13,281 |
) |
(51 |
%) |
|||||||
Selling and Marketing. Selling and marketing expenses decreased by $12.2 million, or 11%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by a $10.5
million decrease in labor and related costs post the company-wide restructuring and workforce reduction program initiated in August 2025. A further $4.4 million decrease is attributable to lower marketing spend, and cost optimization initiatives. This was partially offset by $2.7 million higher sales commissions.
General and Administrative. General and administrative expenses decreased by $1.9 million, or 3%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. The decrease was primarily attributable to a $4.7 million reduction in staff-related costs from post-transaction synergies and organizational restructuring and a $3.2 million net decrease in professional fees. These decreases were partially offset by a $4.0 million increase in information technology costs, driven by corporate technology infrastructure investments, and a $2.0 million increase in other operating costs, primarily due to credits received in the prior-year period that did not recur.
Product Development. Product development costs increased by $1.2 million, or 15%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to higher staff and related personnel costs in the first half of the year, partially offset by higher capitalization of development costs in the third quarter.
Depreciation. Depreciation expense decreased by $0.2 million, or 11%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to lower depreciation on leasehold improvements following an adjustment to their estimated useful lives in the prior year, partially offset by higher depreciation on computer equipment.
Amortization. Amortization expense decreased by $1.0 million, or 1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to a $2.9 million decrease in amortization of intangible assets, partially offset by a $1.9 million increase in amortization of capitalized product development costs.
Impairment of Goodwill. As a result of the impairment analysis in the nine months ended September 30, 2026 and September 30, 2025, impairment charges of $45.0 million and $921.6 million were recorded, respectively. Due to decreases in our stock price and overall market capitalization, along with other qualitative considerations including the continued impact from the conditions in the macroeconomic environment, it was determined a triggering event occurred in each of the three month periods ended March 31, 2026, March 31, 2025, June 30, 2025, and September 30, 2025, indicating goodwill may be impaired. No triggering event occurred in either of the three months ended June 30, 2026 or September 30, 2026. Accordingly, we conducted a quantitative impairment test of our goodwill at March 31, 2026, March 31, 2025, June 30, 2025, and September 30, 2025. We estimate the implied fair value of our goodwill primarily using an income approach. Changes in the estimates or assumptions used in our quantitative impairment test could materially affect the determination of fair value and the associated goodwill impairment assessment. Potential events and circumstances that could have an adverse impact on our estimates and assumptions include, but are not limited to continued increases in costs and other macroeconomic factors.
Restructuring expense (income). Restructuring income was $0.4 million for the nine months ended September 30, 2026, compared to restructuring expense of $12.4 million in the nine months ended September 30, 2025. Restructuring expense primarily relates to a company-wide restructuring and workforce reduction program initiated in August 2025, aimed at improving operational efficiency and reducing the overall cost base. The income recognized in the current period primarily reflects reversals of previously recorded expenses as a result of changes in estimates.
Acquisition and Integration Costs. Acquisition and integration expenses decreased by $2.6 million, or 8%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The decrease was primarily driven by lower integration activity in the current period, resulting in reduced external consulting and advisory fees.
Remeasurement of Contingent Consideration. For the nine months ended September 30, 2026, the Company recognized an immaterial amount of remeasurement expense related to contingent consideration. No contingent consideration remeasurement was recorded for the nine months ended September 30, 2025.
Related party interest expense. Related party interest expense decreased $0.7 million, or 10%, in the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily due to the timing of the related party debt drawdown, which occurred in late January 2025, resulting in fewer months of incurred interest expense during the nine months ended September 30, 2026 compared to the current period.
Interest Income (Expense), net. Interest income (expense), net decreased $0.9 million, or 100%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, due to decreased cash balances in the current period.
Other Income (Expense), net. Other income (expense), net for the nine months ended September 30, 2026 was $1.0 million of income compared to other expense of $7.8 million for the nine months ended September 30, 2025, representing a favorable variance of $8.8 million. The decrease in expense was primarily attributable to a favorable variance in foreign exchange movements in the current period, mainly on intercompany balances denominated in foreign currencies, reflecting
more favorable currency movements in the current period, and a $1.8 million gain on the sale of intangible assets to Informa in the current period.
(Provision for) benefit from income taxes. Income tax benefit for the nine months ended September 30, 2026 was $12.9 million, a decrease of $13.3 million compared to the income tax benefit of $26.2 million in the nine months ended September 30, 2025. The effective tax rate was 10.4% and 2.6% for the nine months ended September 30, 2026 and 2025, respectively. In 2026, the effective tax rate was primarily driven by a non-deductible goodwill impairment coupled with an increase in the valuation allowance against losses in the United Kingdom. In 2025, the effective tax rate was primarily driven by larger non-deductible goodwill impairment and non-taxable contingent consideration. Due to the Company's history of impairments, the effect of the non-deductible goodwill impairment was not treated as a discrete item in the nine months ended September 30, 2025.
Segment Analysis
As discussed in Note 13 Segments, to the Unaudited Condensed Consolidated Financial Statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we made changes to our organizational structure in the first quarter of 2026. With these changes, we revised our reportable segments, changing from one segment to two segments. The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the three months ended September 30, 2026 and 2025:
|
For the Three Months Ended September 30, 2026 |
||||||||
|
Brand to Demand |
Intelligence & Advisory |
|||||||
|
Revenues |
$ |
87,756 |
$ |
31,466 |
||||
|
Segment operating income |
41,645 |
9,088 |
||||||
|
Year over year revenue change $ |
(2,287 |
) |
(777 |
) |
||||
|
Year over year revenue change % |
(3 |
%) |
(2 |
%) |
||||
|
Year over year operating income (loss) change $ |
(456 |
) |
(1,160 |
) |
||||
|
Year over year operating income (loss) change % |
(1 |
%) |
(11 |
%) |
||||
|
For the Three Months Ended September 30, 2025 |
||||||||
|
Brand to Demand |
Intelligence & Advisory |
|||||||
|
Revenues |
$ |
90,043 |
$ |
32,243 |
||||
|
Segment operating income |
42,101 |
10,248 |
||||||
Brand to Demand segment revenues decreased by $2.3 million, or 3%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily reflecting declines in Intent Data revenue and the timing of customer campaign activity. Segment operating income decreased by $0.5 million, or 1%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily reflecting the revenue decline, partially offset by lower operating costs. For the three months ended September 30, 2026 and 2025, B2D revenues outside of North America were 12% and 16%, respectively.
Intelligence & Advisory segment revenues decreased by $0.8 million, or 2%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily reflecting lower Advisory services revenue, driven by the timing of Consulting project deliverables. Segment operating income decreased by $1.2 million, or 11%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025, primarily reflecting the revenue decline and higher operating costs. For the three months ended September 30, 2026 and 2025, I&A revenues outside of North America were 53% and 51%, respectively.
The table below presents Revenues and Segment Operating Income (Loss) for each reportable segment for the nine months ended September 30, 2026 and 2025:
|
For the Nine Months Ended September 30, 2026 |
||||||||
|
Brand to Demand |
Intelligence & Advisory |
|||||||
|
Revenues |
$ |
248,813 |
$ |
92,605 |
||||
|
Segment operating income |
116,574 |
26,483 |
||||||
|
Year over year revenue change $ |
(381 |
) |
(4,317 |
) |
||||
|
Year over year revenue change % |
(0 |
%) |
(4 |
%) |
||||
|
Year over year operating income (loss) change $ |
5,712 |
(2,341 |
) |
|||||
|
Year over year operating income (loss) change % |
5 |
% |
(8 |
%) |
||||
|
For the Nine Months Ended September 30, 2025 |
||||||||
|
Brand to Demand |
Intelligence & Advisory |
|||||||
|
Revenues |
$ |
249,194 |
$ |
96,922 |
||||
|
Segment operating income |
110,862 |
28,824 |
||||||
Brand to Demand segment revenues decreased by $0.4 million, or less than 1%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily reflecting declines in Intent Data revenue, largely offset by growth in other product lines. Segment operating income increased by $5.7 million, or 5%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily reflecting lower operating costs, partially offset by the revenue decline. For the nine months ended September 30, 2026 and 2025, B2D revenues outside of North America were 12% and 15%, respectively.
Intelligence & Advisory segment revenues decreased by $4.3 million, or 4%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily reflecting lower Advisory services revenues and Intelligence subscription revenue. Segment operating income decreased by $2.3 million, or 8%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025, primarily reflecting the revenue decline, partially offset by lower operating costs. For the nine months ended September 30, 2026 and 2025, I&A revenues outside of North America were 52% in both periods.
Liquidity and Capital Resources
At September 30, 2026, our cash and cash equivalents totaled $35.3 million. The Company has a $250 million revolving line of credit with Informa Group Holdings Limited, an affiliate of Informa, of which $129.9 million remains available as of September 30, 2026. We believe that our existing cash and cash equivalents plus our remaining availability under the revolving Credit Facility will be sufficient to meet our anticipated cash needs for at least the next 12 months.
Informa TechTarget's primary recurring use of cash is payment of operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as operating expenses for product development, marketing, facilities, and overhead costs.
Cash Flows
|
For the Nine Months Ended September 30, |
||||||||
|
2026 |
2025 |
|||||||
|
Net cash provided by (used in) operating activities |
$ |
(1,510 |
) |
$ |
4,584 |
|||
|
Net cash provided by (used in) investing activities |
$ |
(16,983 |
) |
$ |
62,592 |
|||
|
Net cash provided by (used in) financing activities |
$ |
13,219 |
$ |
(297,661 |
) |
|||
Net cash provided by operating activities
Cash flows used in operating activities for the nine months ended September 30, 2026 was $1.5 million, a $6.1 million decrease in cash inflows compared to the $4.6 million operating cash inflow for the nine months ended September 30, 2025. The decrease in cash flows for the nine months ended September 30, 2026 was primarily driven by decreases in accounts payable, income taxes payable, accrued expenses, and accrued compensation expenses of $15.5 million in the aggregate and
increased prepaid expenses of $1.4 million, offset by an increase in contract liabilities of $11.1 million and an aggregate decrease of $5.5 million in related party receivables and accounts receivable. The cash inflow for the nine months ended September 30, 2025 was primarily driven by an increase in contract liabilities of $20.8 million, partially offset by an increase in related party receivables of $8.5 million and a decrease in accrued expenses of $8.3 million.
Net cash provided by (used in) investing activities
Cash flows used in investing activities were $17.0 million, and cash flows provided by investing activities were $62.6 million, for the nine months ended September 30, 2026 and 2025, respectively. The outflows in the nine months ended September 30, 2026 primarily resulted from increased intangible assets of $14.8 million. The inflows in the nine months ended September 30, 2025 reflected the sale of short-term investments of $76.8 million, partially offset by increased intangible assets of $12.4 million.
Net cash provided by (used in) financing activities
Cash flows provided by financing activities were $13.2 million and cash flows used in financing activities were $297.7 million for the nine months ended September 30, 2026 and 2025, respectively. The inflows in the nine months ended September 30, 2026 were primarily from borrowings under the Credit Facility of $13.4 million. The outflow for the nine months ended September 30, 2025 was due to the repayment of convertible notes of $417.0 million and the repayment of borrowings under the Credit Facility of $15.0 million, partially offset by a $135.0 million inflow from the Credit Facility.
Off Balance Sheet Arrangements
As of September 30, 2026 and December 31, 2025, Informa TechTarget did not have any material off-balance sheet arrangements.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q (the "Quarterly Report") contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934 as amended (the "Exchange Act"), that involve substantial risks and uncertainties. All statements, other than historical facts, are forward-looking statements, including: statements regarding the expected benefits of the Transactions such as improved operations, enhanced revenues and cash flow, synergies, growth potential, market profile, business plans, expanded portfolio and financial strength; our expectations surrounding the Transactions and our ability to grow our business and bolster our financial position; our expected contractual obligations and capital expenditures; our future results of operations and financial position; industry and business trends; the impact of market conditions and other macroeconomic factors on our business, financial condition and results of operations; our future business strategy, plans, market growth and our objectives for future operations; the effectiveness of our Restructuring Plan; the continued remediation of material weaknesses in our internal control over financial reporting; and our competitive market position within our industry. Forward-looking statements concern future circumstances and results and other statements that are not historical facts and are sometimes identified by the words "may," "will," "should," "potential," "intend," "expect," "endeavor," "seek," "anticipate," "estimate," "overestimate," "underestimate," "believe," "plan," "could," "would," "project," "predict," "continue," "target," or the negatives of these words or other similar terms or expressions that concern our expectations, strategy, priorities, plans, or intentions. Forward-looking statements are based upon current plans, estimates, and expectations that are subject to risks, uncertainties, and assumptions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements.
We can give no assurance that such plans, estimates, or expectations will be achieved, and therefore, actual results may differ materially from any plans, estimates, or expectations in such forward-looking statements. Important factors that could cause actual results to differ materially from such plans, estimates, or expectations include, among others: unexpected costs, charges, or expenses resulting from the Transactions or the Restructuring Plan; uncertainty regarding our expected financial performance; failure to realize the anticipated benefits of the Transactions, including as a result of integrating our Informa Tech Digital Business with our legacy TechTarget business or the Restructuring Plan; our ability to implement our business strategy; challenges with the remediation of material weaknesses; difficulties and delays in achieving revenue and cost synergies; evolving legal, regulatory, and tax regimes; changes in economic, financial, political, and regulatory conditions in the United States and elsewhere, and other factors that contribute to uncertainty and volatility such as inflationary pressures and geopolitical tensions including war; natural and man-made disasters, civil unrest, geopolitical uncertainty and conflicts, and conditions that may result from legislative, regulatory, trade, and policy changes associated with the current or subsequent U.S. administrations; our ability to meet expectations regarding the accounting and tax treatments of the Transactions; market acceptance of our products and services; including changes in customer spending priorities that can affect demand; the impact of pandemics and future health epidemics and any related economic downturns on us and the markets in which we and our customers operate; changes in economic or regulatory conditions or other trends affecting the internet, internet advertising and IT industries, including with respect to artificial intelligence; data privacy and artificial intelligence laws, rules, and regulations; the impact of foreign currency exchange rates; certain macroeconomic factors facing the global economy, including, disruptions in the capital markets, economic sanctions and economic slowdowns or recessions, tariffs and trade disputes, rising inflation and interest rate fluctuations on our operating results; and other matters included in our filings with the SEC.
Other factors may affect the accuracy and reliability of forward-looking statements. We caution you not to place undue reliance on any of these forward-looking statements as they are not guarantees of future performance or outcomes. Actual performance and outcomes, including, without limitation, our actual results of operations, financial condition and liquidity, may differ materially from those made in or suggested by the forward-looking statements contained in this Quarterly Report.
Any forward-looking statements speak only as of the date of this Quarterly Report. Neither we, nor our affiliates, advisors or representatives, undertake any obligation to update any forward-looking statements, whether as a result of new information or developments, future events, or otherwise, except as required by applicable law.