v3.25.1
Fair Value Measurements
 12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

4. Fair Value Measurements

Fair value of assets and liabilities

Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities payable within one year are carried at cost, which approximates fair value due to their short-term nature. The only financial instruments measured at fair value are short-term investments, the Notes (as defined below), and contingent consideration relating to the NetLine, Industry Dive and Canalys acquisitions. See Note 5. Acquisitions. 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 following table presents Informa TechTarget's financial instruments that are measured at fair value as of December 31, 2024 and 2023:

 



 

 

As of December 31, 2024

 





 

 

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

 

Total Fair Value Measurements

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Pooled bond funds

 

$

—

 

 

$

77,705

 

 

$

—

 

 

$

77,705

 

Total short-term investments

 

$

—

 

 

$

77,705

 

 

$

—

 

 

$

77,705

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

2025 Notes

 

$

—

 

 

$

3,030

 

 

$

—

 

 

$

3,030

 

2026 Notes

 

 

—

 

 

 

412,660

 

 

 

—

 

 

 

412,660

 

Total Notes

 

$

—

 

 

$

415,690

 

 

$

—

 

 

$

415,690

 

 


 

 

As of December 31, 2023

 





 

 

Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)

 

 

Significant
Other
Observable
Inputs
(Level 2)

 

 

Significant
Unobservable
Inputs
(Level 3)

 

 

Total Fair Value Measurements

 





 

 

 

 

 

 

 

 

Restated

 

 

Restated

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Contingent consideration - current

 

$

—

 

 

$

—

 

 

$

4,937

 

 

$

4,937

 

Contingent consideration - non-current

 

 

—

 

 

 

—

 

 

 

46,199

 

 

 

46,199

 

Total liabilities

 

$

—

 

 

$

—

 

 

$

51,136

 

 

$

51,136

 

 

All level 2 investments are priced using observable inputs, such as quoted prices in markets that are not active and yield curves.

The fair value of the Notes was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted price of the Notes in an over-the-counter market (Level 2) considering the expectation of cash settlement pursuant to the January 2025 tender. Refer to Note 9. Convertible Notes and Credit Facility and Note 17. Subsequent Events for further discussion.

Contingent consideration amounts are based on revenue growth for Industry Dive and revenue and cost performance for Canalys (Level 3 fair value measurements) and have been estimated on an acquisition-by-acquisition basis using available forecasts (a significant unobservable input). The inputs into the determination of fair value require significant management judgement.

The fair value of the contingent consideration for the Industry Dive acquisition was calculated using a Monte Carlo simulation approach. In determining the fair value, the contingent consideration for the Industry Dive acquisition was valued using a cost of debt rate of 5.4% and an average revenue discount rate of 7.3% as of December 31, 2023. Contingent consideration related to the acquisition of Canalys was settled in the second quarter of 2024 for $5.0 million by Parent. Prior to the close of the Transactions, the Informa Tech Digital Businesses and the selling shareholders of Industry Dive negotiated a settlement of the Industry Dive contingent consideration for $23.7 million. As such, the contingent consideration was remeasured to the settlement value. The contingent consideration related to the Industry Dive acquisition was assumed by the Parent on the close of the Transaction.

Below is a summary of the changes in the contingent consideration balances for the years ended December 31, 2024, 2023 and 2022:

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

 

 

 

As Restated

 

 

As Restated

 

Balance at beginning of the year

 

$

51,136

 

 

$

171,100

 

 

$

2,760

 

Acquisitions

 

 

—

 

 

 

3,980

 

 

 

163,100

 

Remeasurements

 

 

(22,436

)

 

 

(123,944

)

 

 

8,000

 

Settlements

 

 

(5,000

)

 

 

—

 

 

 

(2,760

)

Transfer of Industry Dive liability to Parent

 

 

(23,700

)

 

 

—

 

 

 

—

 

Balance at end of the year

 

$

—

 

 

$

51,136

 

 

$

171,100

 

In the year ended December 31, 2023 Informa TechTarget made reductions to the revenue growth and adjusted EBITDA forecasts of Industry Dive, which resulted in a lower fair value of the contingent consideration. In the year ended December 31, 2024, the remeasurement gain primarily related to the renegotiation of the Industry Dive contingent consideration described above. See Note 5. Business Combination for further detail on the Industry Dive contingent consideration arrangements and Note 6. Goodwill and intangible assets for detail on the Industry Dive reporting unit impairment.