v3.25.1
Income Taxes
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

11. Income Taxes

The following table depicts the loss before income tax benefit by geography:

 

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

 

 

 

As Restated

 

 

As Restated

 

United States

 

$

(91,482

)

 

$

(55,865

)

 

$

(10,682

)

Foreign

 

 

(37,916

)

 

 

(11,539

)

 

 

(10,460

)

Loss before income tax benefit

 

$

(129,398

)

 

$

(67,404

)

 

$

(21,142

)

Income tax benefit consisted of the following:

 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

 

 

 

As Restated

 

 

As Restated

 

Current provision:

 

 

 

 

 

 

 

 

 

Federal

 

$

(869

)

 

$

—

 

 

$

(1,799

)

State

 

 

(323

)

 

 

—

 

 

 

(580

)

Foreign

 

 

(2,579

)

 

 

(3,873

)

 

 

(1,880

)

Total current provision

 

 

(3,771

)

 

 

(3,873

)

 

 

(4,259

)

Deferred benefit:

 

 

 

 

 

 

 

 

 

Federal

 

 

10,305

 

 

 

7,933

 

 

 

15,988

 

State

 

 

4,202

 

 

 

2,557

 

 

 

3,802

 

Foreign

 

 

1,799

 

 

 

3,010

 

 

 

1,326

 

Total deferred benefit

 

 

16,306

 

 

 

13,500

 

 

 

21,116

 

Income tax benefit

 

$

12,535

 

 

$

9,627

 

 

$

16,857

 

 

The income tax benefit for the years ended December 31, 2024, 2023 and 2022 differs from the amounts computed by applying the statutory federal income tax rate to consolidated loss before income tax benefit as follows:


 

 

Years Ended December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

 

 

 

As Restated

 

 

As Restated

 

Benefit computed at statutory rate

 

$

27,174

 

 

$

14,154

 

 

$

4,439

 

Increase/(decrease) resulting from:

 

 

 

 

 

 

 

 

 

Foreign tax rate differential

 

 

101

 

 

 

27

 

 

 

(379

)

State income tax provision, net of federal benefit

 

 

2,937

 

 

 

2,020

 

 

 

(499

)

Change in tax rate

 

 

—

 

 

 

107

 

 

 

195

 

Change in valuation allowance

 

 

—

 

 

 

(2,108

)

 

 

17,970

 

Remeasurement of contingent consideration

 

 

4,712

 

 

 

26,028

 

 

 

(1,680

)

Other

 

 

325

 

 

 

3

 

 

 

—

 

Acquisition costs

 

 

(8,256

)

 

 

(75

)

 

 

(2,657

)

Non-deductible expenditure

 

 

(133

)

 

 

(373

)

 

 

(74

)

Goodwill impairment

 

 

(13,909

)

 

 

(29,326

)

 

 

—

 

Movement in uncertain tax positions

 

 

(416

)

 

 

(830

)

 

 

(458

)

Income tax benefit

 

$

12,535

 

 

$

9,627

 

 

$

16,857

 

Informa TechTarget recognize deferred tax assets and liabilities based on the differences between the financial statement carrying amount and the tax basis of assets and liabilities by applying tax rates that are expected to be in effect when the differences reverse. Significant components of deferred taxes are as follows:


 

 

As of December 31,

 

 

 

2024

 

 

2023

 

 

 

 

 

 

As Restated

 

Deferred tax assets:

 

 

 

 

 

 

Property and equipment

 

$

67

 

 

$

—

 

Net operating loss carryforwards

 

 

3,268

 

 

 

9,898

 

Tax credit carryforwards

 

 

207

 

 

 

—

 

Employee benefit accruals

 

 

963

 

 

 

—

 

Accruals and allowances

 

 

3,775

 

 

 

1,939

 

Other

 

 

1,004

 

 

 

—

 

Interest deductions carried forward

 

 

10,112

 

 

 

6,760

 

Capitalized R&D expenses

 

 

9,844

 

 

 

—

 

Lease liability

 

 

4,285

 

 

 

—

 

Gross deferred tax assets

 

 

33,525

 

 

 

18,597

 

Less valuation allowance

 

 

(722

)

 

 

(5,027

)

Total deferred tax assets

 

 

32,803

 

 

 

13,570

 

Deferred tax liabilities:

 

 

 

 

 

 

Property and equipment

 

 

—

 

 

 

(288

)

Intangible assets

 

 

(133,265

)

 

 

(35,431

)

Internally developed software

 

 

(30,437

)

 

 

—

 

Other

 

 

—

 

 

 

(609

)

Right of use asset

 

 

(3,186

)

 

 

—

 

Unrepatriated earnings

 

 

(174

)

 

 

—

 

Total deferred tax liabilities

 

 

(167,062

)

 

 

(36,328

)

Net deferred tax assets/(liabilities)

 

$

(134,259

)

 

$

(22,758

)

The following table represents a roll forward of the valuation allowance against deferred tax assets:

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

 

2022

 

 

 

 

 

 

As Restated

 

 

As Restated

 

Balance at beginning of year

 

$

5,027

 

 

$

2,676

 

 

$

20,002

 

Decrease through net parent investment

 

 

(5,027

)

 

 

—

 

 

 

—

 

Increase (decrease) in valuation allowance

 

 

—

 

 

 

2,351

 

 

 

(17,326

)

Purchase accounting

 

 

722

 

 

 

—

 

 

 

—

 

Balance at end of year

 

$

722

 

 

$

5,027

 

 

$

2,676

 

A valuation allowance has been provided where it is more likely than not that the deferred tax assets related to those operating loss carryforwards will not be realized.

As of December 31, 2024, the Company maintained a valuation allowance against a portion of its state net operating loss carryforwards in the United States due to the uncertainty of future profitability in the state.

As of December 31, 2023, Informa TechTarget’s operating loss carryforwards and other attributes reflect the amounts that would exist had separate tax returns been filed in all periods and may not reflect actual positions taken or to be taken on the tax returns. Some of these attributes have been utilized by Informa or remained with Informa. As of the close of the Transaction, the Company recorded an adjustment of $0.8 million to net parent investment for those tax attributes remaining with or used by Parent.

As of December 31, 2023 and 2022, Informa TechTarget asserted indefinite reinvestment on certain foreign earnings. Determination of the unrecognized deferred tax liability is not practicable.

The decrease in the valuation allowance for the period ended December 31, 2024 is due to a decrease of net operating losses reported in the United Kingdom which were shared through group relief.

Compliance with ASC 740 requires Informa TechTarget to periodically evaluate the necessity of establishing or adjusting a valuation allowance for deferred tax assets depending on whether it is more likely than not that a related tax benefit will be realized in future periods. In evaluating the ability to realize the net deferred tax asset, the Company considers all available evidence, both positive and negative, including past operating results, the existence of cumulative losses in the most recent fiscal years, tax planning strategies that are prudent and feasible, and forecasts of future taxable income. In considering sources of future taxable income, the Company makes certain assumptions and judgments which are based on the plans and estimates used to manage the underlying business. Changes in the Company's assumptions and estimates, as well as changes in tax rates, may materially impact income tax expense for the period.

As of December 31, 2024 and December 31, 2023, Informa TechTarget had federal gross net operating loss carryforwards of $4.7 million and $1.9 million, respectively state net operating loss carryforwards of $1.1 million and $0.1 million respectively, and foreign net operating loss carryforwards of $5.6 million and $37.6 million respectively, which will begin to expire in 2029. The state net operating loss carryforwards of $1.1 million will begin to expire in 2034. The federal net operating loss carryforwards of $4.7 million can be carried forward indefinitely. As of December 31, 2024, Informa TechTarget had a federal tax credit carryforward of $0.2 million. The research and development tax credit carryforward begins to expire in 2044. The utilization of this tax attribute is limited to future taxable income.

Utilization of the net operating loss carryforwards may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or that could occur in the future. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized annually to offset future taxable income and tax.

At December 31, 2024, the Company had approximately $1.7 million of unremitted foreign earnings held by non-U.S. subsidiaries and has recorded a deferred tax liability of $0.2 million primarily in respect of non-U.S. withholding taxes that it anticipates will be incurred upon repatriation of such earnings to the U.S.

The Company's portion of income taxes for U.S. and certain foreign jurisdictions prior to the Transactions were deemed settled at the date of the Transaction. Cash paid directly to tax authorities for income taxes was $4.0 million in 2024 and was not significant in 2023 and 2022.

Unrecognized tax benefits

Informa TechTarget conducts operations globally, and, as part of the global business, it files numerous income tax returns. These returns are routinely examined by various taxing authorities. The Company's global tax positions are reviewed on a quarterly basis. Based on these reviews, the results of discussions and resolutions of matters with certain taxing authorities, tax rulings and court decisions and the expiration of statutes of limitations, unrecognized tax benefits are adjusted as necessary.

Informa TechTarget remain subject to U.S. federal income tax examinations for the tax years 2019 through 2024, and to non-U.S. income tax examinations for the tax years 2015 through 2024. In addition, the Company remains subject to state and local income tax examinations in the United States for the tax years 2003 through 2024.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

 

 

As of December 31,

 

 

2024

 

 

2023

 

Balance at beginning of year

$

2,819

 

 

$

2,164

 

Increase related to current year tax positions

 

189

 

 

 

655

 

Balance at end of year

$

3,008

 

 

$

2,819

 

As of December 31, 2024 and December 31, 2023, management accrued interest related to unrecognized tax benefits of $0.7 million and $0.5 million, respectively. Interest and penalties associated with the unrecognized tax benefits are classified as components of income tax expense. It is reasonably possible that Informa TechTarget's existing unrecognized tax benefits may increase or decrease in the next 12 months, however Informa TechTarget cannot reasonably estimate a range of potential changes in its existing liabilities for unrecognized tax benefits due to various uncertainties.