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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~July 31, 2020,~~April 30, 2021, the registrant had ~~27,536,786~~28,147,418 shares of common stock, $0.001 par value per share, outstanding.

	June 30, 2020			December 31, 2019			March 31, 2021			December 31, 2020
Assets	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Current assets:
Cash	$	50,390		$	52,487		$	93,841		$	82,616
Short-term investments		5,023			5,012			84			84
Accounts receivable, net of allowance for doubtful accounts of $2,028 and $1,899 respectively		25,568			27,102
Accounts receivable, net of allowance for doubtful accounts of $1,532 and $1,754 respectively								37,589			40,183
Prepaid taxes		—			1,017			—			796
Prepaid expenses and other current assets		1,830			1,813			4,520			4,084
Total current assets		82,811			87,431			136,034			127,763
Property and equipment, net		12,951			12,371			15,191			13,661
Goodwill		97,023			93,639			179,417			179,118
Intangible assets, net		3,471			710			107,257			108,872
Operating lease assets with right-of-use		25,485			26,385			25,174			26,031
Deferred tax assets		616			136			392			216
Other assets		903			936			907			907
Total assets	$	223,260		$	221,608		$	464,372		$	456,568
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	1,847		$	2,036		$	2,583		$	4,303
Current operating lease liability		2,769			2,571			3,557			3,611
Current portion of term loan		1,554			1,241
Accrued expenses and other current liabilities		3,737			2,476			12,246			16,539
Accrued compensation expenses		1,164			3,679			2,667			5,789
Income taxes payable		3,217			65			610			487
Contract liabilities		5,051			4,335			25,061			15,689
Total current liabilities		19,339			16,403			46,724			46,418
Long-term portion of term loan		21,540			22,473
Non-current operating lease liability		26,845			28,170
Non-current lease liability								25,992			26,943
Convertible debt								194,976			153,882
Other liabilities								1,221			2,971
Deferred tax liabilities		850			1,611			13,321			23,848
Other liabilities		1,140			—
Total liabilities		69,714			68,657			282,234			254,062
Leases and contingencies (see Note 9)
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized; 0 shares issued or outstanding		—			—			—			—
Common stock, $0.001 par value; 100,000,000 shares authorized; 55,035,081 and 54,903,824 shares issued, respectively; 27,536,786 and 28,142,519 shares outstanding, respectively		55			55
Treasury stock, at cost; 27,498,295 and 26,761,305 shares, respectively		(199,796	)		(184,972	)
Common stock, $0.001 par value; 100,000,000 shares authorized; 55,658,260 and 55,633,155 shares issued, respectively; 28,147,418 and 28,122,603 shares outstanding, respectively								56			56
Treasury stock, at cost; 27,510,842 and 27,510,552 shares, respectively								(199,796	)		(199,796	)
Additional paid-in capital		326,194			317,675			339,610			363,055
Accumulated other comprehensive loss		(399	)		(319	)
Accumulated other comprehensive income								2,645			1,611
Retained earnings		27,492			20,512			39,623			37,580
Total stockholders’ equity		153,546			152,951			182,138			202,506
Total liabilities and stockholders’ equity	$	223,260		$	221,608		$	464,372		$	456,568

	For the Three Months Ended						For the Six Months Ended						For the Three Months Ended
	June 30,						June 30,						March 31,
	2020			2019			2020			2019			2021			2020
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Revenues	$	34,796		$	34,286		$	66,212		$	64,258
Cost of revenues⁽¹⁾		8,785			7,952			16,936			14,964
Revenue													$	52,969		$	31,416
Cost of revenue⁽¹⁾														15,168			8,151
Amortization of acquired technology														765			—
Gross profit		26,011			26,334			49,276			49,294			37,036			23,265
Operating expenses:
Selling and marketing⁽¹⁾		12,570			13,976			25,519			26,422
Product development⁽¹⁾		1,846			2,001			3,878			3,988
General and administrative⁽¹⁾		3,267			3,123			6,622			6,145
Depreciation and amortization, excluding depreciation of $221, $56, $392, and $69, respectively, included in cost of revenues		1,453			1,146			2,798			2,276
Selling and marketing⁽¹⁾														21,606			12,949
Product development⁽¹⁾														2,923			2,032
General and administrative⁽¹⁾														6,435			3,355
Depreciation, excluding depreciation of $381 and $171, respectively, included in cost of revenue														1,221			1,186
Amortization														1,630			159
Total operating expenses		19,136			20,246			38,817			38,831			33,815			19,681
Operating income		6,875			6,088			10,459			10,463			3,221			3,584
Interest and other expense, net		(10	)		(253	)		(479	)		(390	)
Interest and other income (expense), net														(696	)		(469	)
Income before provision for income taxes		6,865			5,835			9,980			10,073			2,525			3,115
Provision for income taxes		2,092			1,684			3,000			2,632			715			908
Net income	$	4,773		$	4,151		$	6,980		$	7,441		$	1,810		$	2,207
Other comprehensive income (loss), net of tax:
Unrealized loss on investments (net of tax provision of $(24), $0, $13, and $0, respectively)	$	84		$	—		$	(48	)	$	—
Unrealized income (loss) on investments (net of tax provision of $0 and $37, respectively)													$	—		$	(132	)
Foreign currency translation gain (loss)		21			(58	)		(32	)		(17	)		1,034			(53	)
Other comprehensive income (loss)		105			(58	)		(80	)		(17	)		1,034			(185	)
Comprehensive income	$	4,878		$	4,093		$	6,900		$	7,424		$	2,844		$	2,022
Net income per common share:
Basic	$	0.17		$	0.15		$	0.25		$	0.27		$	0.06		$	0.08
Diluted	$	0.17		$	0.15		$	0.25		$	0.26		$	0.06		$	0.08
Weighted average common shares outstanding:
Basic		27,533			27,640			27,768			27,723			28,141			28,004
Diluted		28,163			28,232			28,304			28,226			29,242			28,440

Cost of revenues	$	71	$	41	$	140	$	80
Cost of revenue									$	512	$	68
Selling and marketing		2,118		2,964		4,307		4,655		3,523		2,188
Product development		125		93		321		186		655		196
General and administrative		979		664		1,953		1,303		1,911		976

	Common Stock				Treasury Stock																Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive (Loss)			Retained Earnings		Total Stockholders’ Equity			Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Stockholders’ Equity
Balance, December 31, 2019		54,903,824	$	55		26,761,305	$	(184,972	)	$	317,675		$	(319	)	$	20,512	$	152,951
Balance, December 31, 2020																						55,633,155	$	56		27,510,552	$	(199,796	)	$	363,055		$	1,611	$	37,580	$	202,506
Reclassification due to the adoption of ASU 2020-06																						—		—		—		—			(30,500	)		—		233		(30,267	)
Issuance of common stock from restricted stock awards		123,027		—		—		—			—			—			—		—			24,815		—		—		—			—			—		—		—
Purchase of common stock through stock buyback		—		—		736,760		(14,824	)		—			—			—		(14,824	)
Impact of net settlements		230		—		230		—			(68	)		—			—		(68	)		290		—		290		—			(370	)		—		—		(370	)
Stock-based compensation expense⁽¹⁾		—		—		—		—			5,294			—			—		5,294
Stock-based compensation expense(1)																						—		—		—		—			7,425			—		—		7,425
Comprehensive income:
Unrealized loss on investments		—		—		—		—			—			(132	)		—		(132	)
Unrealized loss on foreign currency exchange		—		—		—		—			—			(53	)		—		(53	)
Net income		—		—		—		—			—			—			2,207		2,207
Balance, March 31, 2020		55,027,081	$	55		27,498,295	$	(199,796	)	$	322,901		$	(504	)	$	22,719	$	145,375
Issuance of common stock from restricted stock awards		8,000		—		—		—			—			—			—		—
Stock-based compensation expense		—		—		—		—			3,293			—			—		3,293
Comprehensive income:
Unrealized gain on investments		—		—		—		—			—			84			—		84
Unrealized gain on foreign currency exchange		—		—		—		—			—			21			—		21			—		—		—		—			—			1,034		—		1,034
Net income		—		—		—		—			—			—			4,773		4,773			—		—		—		—			—			—		1,810		1,810
Balance, June 30, 2020		55,035,081	$	55		27,498,295	$	(199,796	)	$	326,194		$	(399	)	$	27,492	$	153,546
Balance, March 31, 2021																						55,658,260	$	56		27,510,842	$	(199,796	)	$	339,610		$	2,645	$	39,623	$	182,138

	Common Stock				Treasury Stock
	Number of Shares		$0.001 Par Value		Number of Shares		Cost			Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Retained Earnings		Total Stockholders’ Equity
Balance, December 31, 2019		54,903,824	$	55		26,761,305	$	(184,972	)	$	317,675		$	(319	)	$	20,512	$	152,951
Issuance of common stock from restricted stock awards		123,027		—		—		—			—			—			—		—
Purchase of common stock through stock buyback		—		—		736,760		(14,824	)		—			—			—		(14,824	)
Impact of net settlements		230		—		230		—			(68	)		—			—		(68	)
Stock-based compensation expense(1)		—		—		—		—			5,294			—			—		5,294
Comprehensive income:
Unrealized loss on investments		—		—		—		—			—			(132	)		—		(132	)
Unrealized loss on foreign currency exchange		—		—		—		—			—			(53	)		—		(53	)
Net income		—		—		—		—			—			—			2,207		2,207
Balance, March 31, 2020		55,027,081	$	55		27,498,295	$	(199,796	)	$	322,901		$	(504	)	$	22,719	$	145,375

Common Stock

Treasury Stock

Number of
Shares

$0.001
Par Value

Number of
Shares

Cost

Additional
Paid-In
Capital

Accumulated
Other
Comprehensive
(Loss)

Retained
Earnings

Total
Stockholders’
Equity

Balance, December 31, 2018

54,117,325

$
54

26,326,280

$
(177,905
)

$
307,014

$
(215
)

$
3,637

$
132,585

Issuance of common stock from exercise of options

10,000

—

—

—

23

—

—

23

Issuance of common stock from restricted stock awards

112,545

—

—

—

—

—

—

—

Purchase of common stock through stock buyback

—

—

220,297

(3,125
)

—

—

—

(3,125
)
Impact of net settlements

6,391

—

6,391

—

(868
)

—

—

(868
)
Stock-based compensation expense

—

—

—

—

3,179

—

—

3,179

Comprehensive income:

Unrealized gain on foreign currency exchange

—

—

—

—

—

41

—

41

Net income

—

—

—

—

—

—

3,290

3,290

Balance, March 31, 2019

54,246,261

$
54

26,552,968

$
(181,030
)

$
309,348

$
(174
)

$
6,927

$
135,125

Issuance of common stock from exercise of options

56,207

—

—

—

—

—

—

—

Issuance of common stock from restricted stock awards

—

—

97,427

(1,600
)

—

—

—

(1,600
)
Purchase of common stock through stock buyback

—

—

—

—

3,762

—

—

3,762

Stock-based compensation expense

—

—

—

—

—

—

—

—

Comprehensive income:

Unrealized gain on foreign currency exchange

—

—

—

—

—

(58
)

—

(58
)
Net income

—

—

—

—

—

—

4,151

4,151

Balance, June 30, 2019

54,302,468

$
54

26,650,395

$
(182,630
)

$
313,110

$
(232
)

$
11,078

$
141,380

	Six Months Ended						For the Three Months Ended
	June 30,						March 31,
	2020			2019			2021			2020
	(Unaudited)						(Unaudited)
Operating activities:
Net income	$	6,980		$	7,441		$	1,810		$	2,207
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		3,190			2,345
Depreciation								1,602			1,357
Amortization								2,395			159
Provision for bad debt		317			367			(156	)		139
Stock-based compensation		6,721			6,224			6,583			3,428
Amortization of debt issuance costs		4			4			327			2
Deferred tax provision		(1,236	)		(80	)		(294	)		274
Changes in operating assets and liabilities:
Accounts receivable		1,217			2,600			2,749			3,409
Prepaid expenses and other current assets		(17	)		(112	)		(833	)		(752	)
Other assets		15			(94	)		395			14
Accounts payable		(187	)		(843	)		(1,686	)		(341	)
Income taxes payable		4,162			1,153			891			578
Accrued expenses and other current liabilities		(346	)		(175	)		(4,703	)		41
Operating lease right-of-use assets and liabilities, net		(182	)		(161	)		(139	)		(82	)
Accrued compensation expenses		(637	)		(763	)		(867	)		(949	)
Contract liabilities		700			913			9,372			213
Other liabilities		1,140			—			(1,756	)		—
Net cash provided by operating activities		21,841			18,819			15,690			9,697
Investing activities:
Purchases of property and equipment, and other capitalized assets		(3,338	)		(3,379	)
Purchases of property and equipment, and other capitalized assets, net								(3,131	)		(1,636	)
Purchases of investments and maturities of investments		(71	)		500			—			(42	)
Acquisitions of businesses, net		(5,015	)		—			—			(5,015	)
Net cash used in investing activities		(8,424	)		(2,879	)		(3,131	)		(6,693	)
Financing activities:
Tax withholdings related to net share settlements		(68	)		(868	)		(370	)		(68	)
Purchase of treasury shares and related costs		(14,824	)		(4,725	)		—			(14,824	)
Proceeds from exercise of stock options		—			23
Payment of earnout liabilities								(1,032	)		—
Term loan principal payment		(625	)		(625	)		—			(313	)
Net cash used in financing activities		(15,517	)		(6,195	)		(1,402	)		(15,205	)
Effect of exchange rate changes on cash		3			(13	)		68			(7	)
Net (decrease) increase in cash		(2,097	)		9,732
Net increase (decrease) in cash								11,225			(12,208	)
Cash at beginning of period		52,487			34,673			82,616			52,487
Cash at end of period	$	50,390		$	44,405		$	93,841		$	40,279
Supplemental disclosure of cash flow information:
Cash paid for taxes, net	$	92		$	1,407		$	90		$	70

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

TechTarget, Inc. and its subsidiaries ~~(the~~(collectively, the “Company”) is a ~~leading~~global data and analytics leader and software provider ~~of specialized online content~~ for buyers of ~~enterprise technology products and services, and a leading provider of purchase-intent~~purchase intent-driven marketing and sales ~~services~~data for ~~business-to-business “B2B”~~enterprise technology ~~companies.~~vendors. The Company’s service offerings enable ~~enterprise B2B~~ technology ~~companies~~vendors to better identify, reach and influence corporate ~~enterprise~~information technology ~~decision makers~~(“IT”) decision-makers actively researching specific ~~enterprise technology~~IT purchases. The Company improves ~~B2B technology companies’~~vendors’ ability to impact these audiences for business growth using advanced targeting, analytics and data services complemented ~~with~~by customized marketing programs that integrate demand generation, ~~and~~ brand advertising ~~techniques.~~techniques, and content curation and creation. The Company operates a network of ~~over~~approximately 140 websites and 945 webinars and virtual event channels, which each ~~of which focuses~~focus on a ~~major enterprise technology~~specific IT sector such as storage, security or networking. ~~Enterprise technology~~IT and business professionals have become increasingly specialized, and they have come to rely on the Company’s sector-specific websites and webinars and virtual event channels for purchasing decision support. The Company’s content ~~platform enables enterprise technology~~platforms enable IT and business professionals to navigate the complex and rapidly changing ~~enterprise technology~~IT landscape where purchasing decisions can have significant financial and operational consequences. At critical stages of the purchase decision process, these content offerings through different channels meet ~~enterprise technology~~IT and business professionals’ needs for expert, peer and IT vendor information and provide ~~a platform~~platforms on which ~~IT vendors~~B2B technology companies can launch targeted marketing campaigns which generate measurable return on investment. Based upon the logical clustering of ~~members’~~members and users’ respective job responsibilities and the marketing focus of the products being promoted by the Company’s customers, the Company categorizes its content offerings to address the key market opportunities and audience extensions across a portfolio of distinct market ~~categories including: Security, Networking, Storage,~~categories: Security; Networking; Storage; Data Center and Virtualization ~~Technologies,~~Technologies; CIO/IT ~~Strategy,~~Strategy; Business Applications and ~~Analytics,~~Analytics; Application Architecture and ~~Development,~~Development; and ANCL Channel.

The accompanying consolidated financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these Notes to Consolidated Financial Statements. The Company’s critical accounting policies are those that affect its more significant judgments used in the preparation of its consolidated financial statements. A description of the Company’s critical accounting policies and estimates is contained in its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2019,~~2020, and in this note to the consolidated financial ~~statements~~.statements.

The accompanying ~~consolidated financial statements~~Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries, TechTarget Securities Corporation (“TSC”), TechTarget Limited, TechTarget (HK) Limited (“TTGT HK”), TechTarget (Australia) Pty Ltd., TechTarget (Singapore) Pte Ltd., E-Magine Médias SAS (“LeMagIT”) ~~and~~, TechTarget Germany ~~GmbH.~~GmbH and as of December 23, 2020, BrightTALK Limited and its wholly owned subsidiary, BrightTALK, Inc. (collectively, the “BrightTALK subsidiaries”). TSC is a Massachusetts corporation. TechTarget Limited is a subsidiary doing business principally in the United Kingdom. TTGT HK is a subsidiary incorporated in Hong Kong in order to facilitate the Company’s activities in the Asia-Pacific region. TechTarget (Australia) Pty Ltd. and TechTarget (Singapore) Pte Ltd. are the entities through which the Company does business in Australia and Singapore, respectively; LeMagIT and TechTarget Germany GmbH, both wholly-owned subsidiaries of TechTarget Limited, are entities through which the Company does business in France and Germany, respectively.

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

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted (Generally Accepted Accounting Principles or “~~GAAP~~”“U.S. GAAP”) in the United States (“(“U.S.”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by ~~accounting principles generally accepted in the~~ U.S. GAAP for complete financial statements. All adjustments, which, in the opinion of management, are considered necessary for a fair presentation of the results of operations for the periods shown, are of a normal, recurring nature and have been reflected in the 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 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 consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

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

The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the Consolidated Statement of Comprehensive Income. Foreign currency transaction gains and losses are included in interest and other income (expense), net in the Consolidated Statement of Income. All assets and liabilities denominated in foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenue and expenses are translated at the average exchange rate during the period.

The preparation of consolidated financial statements in conformity with 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 consolidated financial statements and the reported amounts of ~~revenues~~revenue and expenses during the reporting period. On an ongoing basis, the Company evaluates its estimates, including those related to ~~revenues,~~revenue, long-lived assets, goodwill, the allowance for doubtful accounts, stock-based compensation, self-insurance accruals, and income taxes. The Company reduces its accounts receivable for an allowance for doubtful accounts based on its best estimate of the amount of probable credit losses. Estimates of the carrying value of certain assets and liabilities are based on historical experience and on various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates.

The Company generates its ~~revenues~~revenue from the sale of ~~targeted~~purchase intent data and marketing and ~~advertising campaigns,~~sales services, which it delivers via its network of websites, webinar and virtual event channels, and data analytics solutions. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to customers, as determined by applying a five-step process consisting of: a) identifying the contract, or contracts, with a customer, b) identifying the performance obligations in the contract, c) determining the transaction price, d) allocating the transaction price to the performance obligations in the contract, and e) recognizing revenue when, or as, performance obligations are satisfied.

We maintain an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and changes in such are classified as general and administrative expense in the 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 ~~June 30, 2020,~~March 31, 2021, the Company’s collectability assessment ~~considered~~continues to include the business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in market conditions and evolving shifts in credit trends are difficult to predict, causing variability and volatility that may have a material impact on our allowance for credit losses in future periods.

Financial instruments consist of cash and cash equivalents, short-term investments, accounts receivable, accounts payable, and contingent consideration. Due to their short-term nature and liquidity, the carrying value of these instruments, with the exception of contingent consideration and long-term debt, approximates their estimated fair values. The Company classifies all of its short-term investments as available-for-sale. The fair value of contingent consideration was estimated using a discounted cash flow method.

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

During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s Consolidated Statement of Income and Comprehensive Income.

Other liabilities consist of the long-term portions of amounts payable related to our acquisition of substantially all of the assets of The Enterprise Strategy Group, Inc. and Data Science Central LLC (see ~~Notes 4 and~~Note 14) and the amounts deferred under the Coronavirus Aid, Relief and Economic

Security Act ~~(CARES Act)~~(the “CARES Act”) which allows employers to defer the payment of the Company’s employer share of FICA payroll taxes. The amount of the employer share of FICA payroll taxes (6.2% of the first $137,700 of employee pay) due for the period beginning on March 27, 2020, and ending December 31, 2020, can be deferred. The deferred amounts will then be payable in equal installments at December 31, 2021 and December 31, 2022. Amounts relating to payment due December 31, 2021 of $958,621 are included in accrued expenses as of March 31, 2021.

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

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

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

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

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

In June 2016, the FASB issued ASU ~~2016-13,~~2016-03, “Measurement of Credit Losses on Financial Instruments,” (ASU ~~2016-13)~~2016-03) which amends ASC 326 “Financial Instruments—Credit Losses” which introduces a new methodology for accounting for credit losses on financial instruments. The guidance establishes a new forward ~~-looking~~looking "expected loss model" that requires entities to estimate current expected credit losses on accounts receivable and financial instruments by using all practical and relevant information. ~~The Company~~We adopted the new standard effective January 1, ~~2020. The adoption of this~~2020 and the guidance did not have a material impact on our consolidated financial statements.

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

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740). ASU 2019-12 removes certain exceptions for performing intraperiod tax allocations, recognizing deferred taxes for investments, and calculating income taxes in interim periods. The guidance also simplifies the accounting for franchise taxes, transactions that result in a step-up in the tax basis of goodwill, and the effect of enacted changes in tax laws or rates in interim periods. The Company adopted ASU 2019-12 in the first quarter of 2021 and the adoption had no material impact to the Company’s consolidated financial statements.

In ~~December 2019,~~August 2020, the FASB issued ~~Accounting Standard Update No. 2019-12, Income Taxes (Topic 740): “Simplifying the Accounting for Income Taxes” (ASU 2019-12)~~ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s own Equity (Subtopic 815-40), which simplifies the accounting for ~~income taxes. This guidance will be effective~~certain financial instruments with characteristics of liabilities and equity, including convertible debt instruments and contracts on an entity’s own equity. Among other things, the standard removes certain accounting models which require bifurcation from the host contract of certain features of convertible debt instruments, unless the feature qualifies as a derivative under ASC 815. Additionally, companies are required to use the if-converted method for usconvertible instruments in ~~the first quarter~~their calculations of ~~2021 on a prospective basis, and early~~diluted earnings per share. Early adoption is ~~permitted.~~ permitted but no earlier than the fiscal year beginning after December 15, 2020.

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

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

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 June 30,				For the Six Months Ended June 30,				For the Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
North America	$	21,106	$	23,353	$	40,855	$	43,631	$	33,038	$	19,881
International		13,690		10,933		25,357		20,627		19,931		11,535
Total	$	34,796	$	34,286	$	66,212	$	64,258	$	52,969	$	31,416

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 customer and allocates a portion of the transaction price to these material rights. The Company recognizes these material rights as the material rights are exercised. The resulting amounts included in the contract liabilities on the accompanying Consolidated Balance Sheets were ~~$2.6~~$2.4 million and ~~$2.4~~$2.2 million at ~~June 30, 2020,~~March 31, 2021, and December 31, ~~2019,~~2020, respectively.

	Contract Liabilities			Contract Liabilities
Year-to-Date Activity
Balance at December 31, 2019	$	4,335
Balance at December 31, 2020				$	15,689
Deferral of revenue		2,178			62,341
Recognition of previously unearned revenue		(1,965	)		(52,969	)
Balance at March 31, 2020	$	4,548
Deferral of revenue		1,822
Recognition of previously unearned revenue		(1,319	)
Balance at June 30, 2020	$	5,051
Balance at March 31, 2021				$	25,061

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

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

			Fair Value Measurements at June 30, 2020								Fair Value Measurements at March 31, 2021
	June 30, 2020		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		March 31, 2021		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Short-term investments(1)	$	5,023	$	—	$	5,023	$	—
Short-term investments (1)									$	84	$ —		$	84	$	—
Total assets	$	5,023	$	—	$	5,023	$	—	$	84	$	—	$	84	$	—
Liabilities:
Contingent consideration - current (2)	$	711	$	—	$	—	$	711	$	1,984	$ —		$ —		$	1,984
Contingent consideration - non-current (2)		426		—		—		426		—		—		—		—
Total liabilities	$	1,137	$	—	$	—	$	1,137	$	1,984	$	—	$	—	$	1,984

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

Cash is carried at cost, which approximates fair market value. ~~Cash~~As of March 31, 2021 and December 31, 2020, cash consisted of ~~the following:~~ $93.8 million and $82.6 million respectively.

Investments are recorded at fair value with the related unrealized gains and losses included in accumulated other comprehensive income, a component of stockholders’ equity, net of tax. Realized gains and losses on the sale of these investments are determined using the specific identification method. ~~The cumulative unrealized loss, net of taxes, was $47 thousand as of June 30, 2020.~~ There were 0 realized gains or losses as of March 31, 2021 or December 31, ~~2019.~~2020.

	June 30, 2020									March 31, 2021
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Estimated Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Short-term investments:
Bond funds	$	5,084	$	—	$	(61	)	$	5,023	$	84	$	—	$	—	$	84
Total short-term investments	$	5,084	$	—	$	(61	)	$	5,023	$	84	$	—	$	—	$	84

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

			June 30, 2020								March 31, 2021
	Estimated Useful Lives (Years)		Gross Carrying Amount		Accumulated Amortization		Net		Estimated Useful Lives (Years)		Gross Carrying Amount		Accumulated Amortization			Net
Customer, affiliate and advertiser relationships	5-17		$	8,684	$	6,326	$	2,358	5-19		$	78,546	$	(7,803	)	$	70,743
Developed websites, technology and patents		10		2,005		1,079		926		10		32,725		(2,059	)		30,666
Trademark, trade name and domain name	5-8			1,798		1,753		45	5-16			7,652		(1,961	)		5,691
Proprietary user information database and internet traffic		5		1,094		1,094		—		5		1,146		(1,146	)		—
Non-Compete agreement		3		170		28		142
Non-compete agreements									1.5-3			230		(73	)		157
Total intangible assets			$	13,751	$	10,280	$	3,471			$	120,299	$	(13,042	)	$	107,257

			December 31, 2019									December 31, 2020
	Estimated Useful Lives (Years)		Gross Carrying Amount		Accumulated Amortization			Net		Estimated Useful Lives (Years)		Gross Carrying Amount		Accumulated Amortization			Net
Customer, affiliate and advertiser relationships	5-17		$	6,520	$	(6,290	)	$	230	5-19		$	78,283	$	(6,595	)	$	71,688
Developed websites, technology and patents		10		1,476		(1,026	)		450		10		32,535		(1,315	)		31,220
Trademark, trade name and domain name	5-8			1,792		(1,763	)		29	5-16			7,619		(1,831	)		5,788
Proprietary user information database and internet traffic		5		1,122		(1,122	)		—		5		1,149		(1,149	)	—
Non-Compete agreement		1.5		10		(9	)		1
Non-compete agreements										1.5-3			230		(54	)		176
Total intangible assets			$	10,920	$	(10,210	)	$	710			$	119,816	$	(10,944	)	$	108,872

Intangible assets are amortized over their estimated useful lives, which range from ~~approximately 3~~eighteen months to 17nineteen years, using methods of amortization that are expected to reflect the estimated pattern of economic use. The remaining amortization expense will be recognized over a weighted-average period of approximately ~~5.01~~7.4 years. Amortization expense was $2.2 million and $0.1 million for ~~each of~~ the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019.~~respectively. Amortization expense relating to developed websites, technology and patents is recoded within costs of revenues. All other amortization is recorded within operating expenses as the remaining intangible assets consist of customer-related assets which generate website traffic that the Company considers to be in support of selling and marketing activities. The Company did 0t write off any fully amortized intangible assets in the first ~~six~~three months of ~~2020.~~2021.

Years Ending December 31:	Amortization Expense		Amortization Expense
2020 (July 1 – December 31)	$	223
2021		463
2021 (April 1 – December 31)			$	6,516
2022		492		8,241
2023		329		8,072
2024		319		8,041
2025				8,041
Thereafter		1,645		68,346
Total	$	3,471	$	107,257

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 0t have any intangible assets with indefinite lives other than goodwill ~~with indefinite lives~~ as of ~~June 30, 2020~~March 31, 2021 or December 31, ~~2019.~~2020. There were no indications of impairment as of ~~June 30, 2020,~~March 31, 2021, and the Company believes that, as of the balance sheet dates presented, none of the Company’s goodwill or intangible assets was ~~impaired~~impaired.

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

	For the Three Months Ended				For the Six Months Ended				For the Three Months Ended
	June 30,				June 30,				March 31,
	2020		2019		2020		2019		2021		2020
Numerator:
Net income	$	4,773	$	4,151	$	6,980	$	7,441	$	1,810	$	2,207
Denominator:
Basic:
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding		27,532,786		27,640,207		27,768,224		27,722,521		28,140,619		28,003,663
Diluted:
Weighted average shares of common stock and vested, undelivered restricted stock units outstanding		27,532,786		27,640,207		27,768,224		27,722,521		28,140,619		28,003,663
Effect of potentially dilutive shares ⁽¹⁾		630,127		591,538		535,844		503,469		1,101,728		436,056
Total weighted average shares of common stock and vested, undelivered restricted stock units outstanding and potentially dilutive shares		28,162,913		28,231,745		28,304,068		28,225,990		29,242,347		28,439,719
Net Income Per Share:
Basic net income per share	$	0.17	$	0.15	$	0.25	$	0.27
Diluted net income per share	$	0.17	$	0.15	$	0.25	$	0.26
Net Income Per Common Share:
Basic:
Net income applicable to common stockholders									$	1,810	$	2,207
Weighted average shares of stock outstanding										28,140,619		28,003,663
Basic net income per common share									$	0.06	$	0.08
Diluted:
Net income applicable to common stockholders									$	1,810	$	2,207
Weighted average shares of stock outstanding										29,242,347		28,439,719
Diluted net income per common shares ⁽¹⁾									$	0.06	$	0.08

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

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

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

The Notes have an initial conversion rate of 14.1977 shares of common stock per $1,000 principal amount of the Notes. This represents an initial effective conversion price of approximately $70.43 per share of common stock and 2,857,447 shares issuable upon conversion. Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events. Holders of the Notes will not receive any cash payment representing accrued and unpaid interest, if any, upon conversion of a Note, except in limited circumstances. Accrued but unpaid interest will be deemed to be paid by cash, shares of the Company’s common

stock or a combination of cash and shares of the Company’s common stock paid or delivered, as the case may be, to the holder upon conversion of the Notes.

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

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

Prior to the adoption of ASU 2020-06, based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and with similar maturities, the Company estimated the implied market interest rate of its Notes to be approximately 5%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component of the Notes, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $158.8 million upon issuance, calculated as the present value of future contractual payments based on the $201.3 million of aggregate principal amount. The excess of the principal amount of the liability component over its carrying amount, or the debt discount, is amortized to interest expense over the term of the Notes. The $42.5 million difference between the gross proceeds received from issuance of the Notes of $201.3 million and the estimated fair value of the liability component represents the equity component of the Notes and was recorded in additional paid-in capital. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

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

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

(a)Recorded in the consolidated balance sheet within additional paid-in capital, net of $1,404 transaction costs in equity

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

As of March 31, 2021, the fair value of the Notes, which was determined based on inputs that are observable in the market or that could be derived from, or corroborated with, observable market data, quoted prices of the Notes in an over-the-counter market (Level 2), and carrying value of debt instruments (carrying value excludes the equity component of the Company’s convertible notes classified in equity) were as follows:

Based on the closing price of our common stock of $69.45 on March 31, 2021, the if-converted value of the Notes was less than their respective principal amounts.

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

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

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

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

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

On ~~July 2, 2020,~~October 26, 2017, the Company entered into a ~~Loan~~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 ~~Security Modification Agreement (“Modification Agreement”) with~~preserves the ~~Bank pursuant~~Company’s option to ~~which~~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. Beginning on January 1, 2018, base monthly rent under the Third Amendment will be $0.3 million. The base rent will increase biennially at a rate averaging approximately 1% per year, beginning on January 1, 2020. The Company remains responsible for certain other costs under the Third Amendment, including operating expense and taxes.

In April 2021, the Company entered into a Fourth Amendment(the “Fourth Amendment”). The Fourth Amendment becomes effective during May 2021. The Fourth Amendment will reduce the rentable space from approximately 74,000 square feet to approximately 68,000 square feet and the Bank agreed to amend the Loan Agreement. The Modification Agreement, among other things, added or amended certain definitions in the Loan Agreement, added a financial covenant requiring the Company to maintain an Asset Coverage Ratio (as defined in the Loan Agreement) of no less than 1.0 to 1.0 tested as of the end of each quarter, and provided

will provide the Company with a ~~new revolving line~~one-time payment of ~~credit facility of $20,000,000 (“Line of Credit”). The Line of Credit allows~~approximately $0.6 million. Beginning June 1, 2021, base monthly rent will be approximately $0.25 million per month. All other terms and conditions are substantially similar to the Company to request non-formula advances in an aggregate principal amount not to exceed the Line of Credit and to use the proceeds of such advances until the facility matures on July 2, 2022. Advances under the Line of Credit bear interest at a floating rate equal to one-quarter percent (0.25%) above the Prime Rate (as published in the Money Rates sectionThird Amendment.

Certain of the ~~Western Edition of The Wall Street Journal, or such other rate of interest publicly announced from time to time by Western Alliance as its Prime Rate); provided that at no time shall~~Company’s operating leases , including the ~~interest rate on such advances be less than three~~Newton Lease, include lease incentives and ~~one half percent (3.50%). The Modification Agreement also establishes a process by which the Company~~escalating payment amounts and ~~the Bank will determine an alternative interest rate~~are renewable for the Company’s existing Term Loan under the Loan Agreement in the event that the Bank determines that LIBOR ceases to exist or is no longer available. In addition, the Company will be required to pay customary fees and expenses, including an annual facility fee with respect to the Line of Credit. Together, the Loan Agreement and Line of Credit are guaranteed by the Company and secured by substantially all assets of the Company and its subsidiaries.

~~On January 1, 2019, the Company adopted Topic 842 Leases using the modified retrospective approach.~~varying periods. The Company ~~recorded operating~~recognizes the related rent expense on a straight-line basis over the term of each lease, ~~assets (right-of-use assets) of $27.5 million~~taking into account the lease incentives and ~~operating~~escalating lease ~~liabilities of $32.1 million. There was no impact to retained earnings upon adoption of Topic 842.~~payments.

The Company has various non-cancelable lease agreements for certain of its offices with original lease periods expiring between ~~2019~~2021 and 2029. ~~Lease~~The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain ~~the Company~~it will exercise that option. Leases with a renewal ~~option~~options allow the Company to extend the lease term typically between 1 and 5 years. When determining the lease term, renewal options reasonably certain of being exercised are included in the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such option. Renewal and termination options were generally not included in the lease term for the Company's existing operating leases. Certain of the arrangements have discounted rent periods or escalating rent payment provisions. Leases with an initial term of twelve months or less are not recorded on the ~~Consolidated Balance Sheets.~~consolidated balance sheets. The Company recognizes rent expense on a straight-line basis over the lease term. ~~The Company’s lease agreements do not contain any material residual value guarantee or material restrictive covenants.~~

As of ~~June 30, 2020,~~March 31, 2021, operating lease assets were ~~$25.5~~$25.2 million and operating lease liabilities were ~~$29.6~~$29.5 million. The ~~maturity~~maturities of the Company’s operating lease liabilities as of ~~June 30, 2020 are~~March 31, 2021 were as follows:

	Minimum Lease		Minimum Lease
Years Ending December 31:	Payments		Payments
2020 (June 30 – December 31)	$	2,063
2021		4,132
2021 (April 1 – December 31)			$	3,494
2022		3,778		4,605
2023		3,696		4,257
2024		3,725		4,253
2025				3,464
Thereafter		17,760		14,296
Total future minimum lease payments	$	35,154	$	34,369
Less imputed interest		5,540		4,820
Total operating lease liabilities	$	29,614	$	29,549

Included in the Consolidated Balance Sheet:
Current operating lease liabilities	$	2,769	$	3,557
Non-current operating lease liabilities		26,845		25,992
Total operating lease liabilities	$	29,614	$	29,549

For the three ~~and six~~ months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ the total lease cost iswas comprised of the following amounts:

	Three Months Ended				Six Months Ended				Three Months Ended March 31,
	June 30, 2020		June 30, 2019		June 30, 2020		June 30, 2019		2021		2020
Operating lease expense	$	946	$	975	$	1,893	$	1,950	$	1,142	$	947
Short-term lease expense		26		21		54		42		76		28
Total lease expense	$	972	$	996	$	1,947	$	1,992	$	1,218	$	975

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

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

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

NaN new awards may be granted under the 2007 Plan; however, the shares of common stock remaining in the 2007 Plan are available for issuance in connection with previously awarded grants under the 2007 Plan. There are ~~77,500~~40,000 shares of common stock that remain subject to outstanding stock grants under the 2007 Plan as of ~~June 30, 2020.~~March 31, 2021.

In March 2017, the Board approved the 2017 Stock Option and Incentive Plan (the “2017 Plan”), which was approved by the stockholders of the Company at the 2017 Annual Meeting and became effective June 16, 2017. The 2017 Plan replaces the Company’s 2007 Plan. On that date, 3,000,000 shares of 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. Under the 2017 Plan, the Company may grant restricted stock and restricted stock units, non-qualified stock options, stock appreciation rights, performance awards, and other stock-based and cash-based awards. Grants generally vest in equal tranches over a three-year period. Stock options granted under the 2017 Plan expire no later than ten years after the grant date. Shares of stock issued pursuant to restricted stock awards are restricted in that they are not transferable until they vest. Stock 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 stock on the date of grant. The 2017 Plan broadly prohibits the repricing of options and stock appreciation rights without stockholder approval and requires that no dividends or dividend equivalents be paid with respect to options or stock appreciation rights. The 2017 Plan further provides that, in the event any dividends or dividend equivalents are declared with respect to restricted stock, restricted stock units, other stock-based awards and performance awards (referred to as “full-value awards”), they would be subject to the same vesting and forfeiture provisions as the underlying award. There isare a total of ~~1,368,630~~1,584,350 shares of common stock that remain subject to outstanding stock grants under the 2017 Plan as of ~~June 30, 2020.~~March 31, 2021.

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

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

A summary of the stock option activity under the Company’s plans for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 is presented below:

Year-to-Date Activity	Options Outstanding		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value		Options Outstanding		Weighted- Average Exercise Price Per Share		Weighted- Average Remaining Contractual Term in Years		Aggregate Intrinsic Value
Options outstanding at December 31, 2019		140,000	$	13.14
Options outstanding at December 31, 2020										107,500	$	17.34		—		—
Granted		25,000	$	29.64						—		—		—		—
Exercised		—		—						—		—		—		—
Forfeited		—		—						—		—		—		—
Cancelled		—		—						—		—		—		—
Options outstanding at June 30, 2020		165,000	$	15.64		6.11	$	2,375
Options exercisable at June 30, 2020		137,500	$	12.96		5.36	$	2,347
Options vested or expected to vest at June 30, 2020		162,880	$	15.46		6.06	$	2,374
Options outstanding at March 31, 2021										107,500	$	17.34		6.38	$	5,602
Options exercisable at March 31, 2021										87,500	$	14.53		5.73	$	4,806
Options vested or expected to vest at March 31, 2021										107,164	$	17.30		6.37	$	5,589

There were 0no options exercised during the ~~six~~three months ended ~~June 30, 2020. The total intrinsic value of options exercised (i.e. the difference between the market price at exercise~~March 31, 2021 and the price paid by the employee to exercise the options) was $20 thousand during the six months ended June 30, 2019. The total amount of cash received from exercise of these options was approximately $23 thousand during the six months ended, June 30, 2019.March 31, 2020.

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 ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 is presented below:

Year-to-Date Activity	Shares			Weighted- Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value		Shares			Weighted- Average Grant Date Fair Value Per Share		Aggregate Intrinsic Value
Nonvested outstanding at December 31, 2019		1,301,130		$	21.82
Nonvested outstanding at December 31, 2020									1,478,000		$	31.33		—
Granted		95,688		$	21.10				64,152			77.93		—
Vested		(103,688	)	$	21.12				(25,677	)		73.22		—
Forfeited		(12,000	)	$	25.21				—			—		—
Nonvested outstanding at June 30, 2020		1,281,130		$	21.79	$	38,472
Nonvested outstanding at March 31, 2021									1,516,475		$	32.61	$	105,319

There were 103,688 restricted stock units with a total grant-date fair value of $2.2 million that vested during the six months ended June 30, 2020. There were 12,000 shares forfeited with a total value of $303 thousand for the six months ended June 30, 2020. There were 98,81125,677 restricted stock units with a total grant-date fair value of $1.9 million that vested during the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2021. There were 95,688 restricted stock units with a total grant-date fair value of $2.0 million that vested during the three months ended March 31, 2020.

As of ~~June 30, 2020~~March 31, 2021, there was ~~$17.2~~$36.3 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 ~~1.5~~1.8 years.

As of, June 30, 2020 the Company has reserved 2,376,015 shares of common stock for use in settling outstanding options and unvested restricted stock units that have not been issued as well as future awards available for grant under the 2007 and 2017 Plans.

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

OnIn May 1, 2020, ~~the Company’s~~we announced that our Board ~~of Directors approved~~had authorized a ~~new~~ ~~two-year~~ $25.0 million stock repurchase program (the “May 2020 Repurchase Program”)~~. Repurchases of the Company's~~ whereby we are authorized to repurchase our common stock ~~under the May 2020 Repurchase Program may be made in~~from time to time on the open market or in privately negotiated transactions ~~or pursuant to one or more trading plans. The timing~~at prices and ~~amount of repurchases, if any, will~~in the manner that may be determined by the Company's management at its discretion and be based on a variety of factors such as the market price of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The May 2020 Repurchase Program may be modified, suspended or discontinued at any time.management. NaN amounts were repurchased under ~~May 2020 Repurchase Program during~~this plan for the ~~second quarter of 2020.~~three months ended March 31, 2021.

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

As of March 31, 2021, the Company has reserved 1,750,336 shares of common stock for use in settling outstanding options and unvested restricted stock units that have not been issued, as well as future awards available for grant under the 2007 and 2017 Plans and 4,000,186 shares issuable upon conversion of the Notes.

The Company measures its interim period tax expense using an estimated annual effective tax rate and adjustments for discrete taxable events that occur during the interim period. The estimated annual effective income tax rate is based upon the Company’s estimations of annual pre-tax income, the geographic mix of pre-tax income, and its interpretations of tax laws. The Company updates the estimate of its annual effective tax rate at the end of each quarterly period. The Company recorded income tax expense of ~~$3.0~~$0.7 million and ~~$2.6~~$0.9 million for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and March 31, 2020 ~~and June 30, 2019~~ respectively.

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

	For the Three Months Ended June 30,				For the Six Months Ended June 30,				For the Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
North America	$	21,106	$	23,353	$	40,855	$	43,631	$	33,038	$	19,881
International		13,690		10,933		25,357		20,627		19,931		11,535
Total	$	34,796	$	34,286	$	66,212	$	64,258	$	52,969	$	31,416

	For the Three Months Ended 2020				For the Six Months Ended June 30,				For the Three Months Ended March 31,
	2020		2019		2020		2019		2021		2020
United States	$	24,197	$	25,813	$	46,634	$	48,063	$	37,500	$	22,437
United Kingdom		4,531		3,324		8,323		6,433		8,148		3,792
Other international		6,068		5,149		11,255		9,762		7,321		5,187
Total	$	34,796	$	34,286	$	66,212	$	64,258	$	52,969	$	31,416

	June 30, 2020		December 31, 2019		March 31, 2021		December 31, 2020
United States	$	109,402	$	102,572	$	195,627	$	195,424
International		4,043		4,148		106,238		106,227
Total	$	113,445	$	106,720	$	301,865	$	301,651

Long-lived assets are comprised of property and equipment, net; goodwill; and intangible assets, net. NoThe United Kingdom accounted for 35% of the Company’s long-lived assets for the three months ended March 31, 2021 and no single country outside of the U.S. or United Kingdom accounted for 10% or more of the Company’s long-lived assets during either of these periods.

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

The acquisition was accounted for using the acquisition method of accounting, which requires the total purchase consideration to be allocated to the assets acquired and liabilities assumed based on estimates of fair value at the date of acquisition.

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The provisional measurements of fair value for income taxes payable and deferred taxes set forth above may be subject to change as additional information is received and certain tax returns are finalized. Certain tax attributes that will benefit the Company, for which the calculations are not yet complete, are payable to the seller upon the Company’s realization of those benefits. Estimated fair value measurements relating to the acquisition are made using Level 3 inputs including discounted cash flow techniques. Fair value is estimated using inputs primarily from the income approach, which include the use of both the multiple period excess earnings method and the relief from royalties method. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.

During 2020, the Company acquired substantially all of the ~~operating~~ assets of ~~Data Science Central LLC, which is a niche digital publishing~~2 other companies for an aggregate of $25.0 million in cash and ~~media company focused on data science~~$2.2 of contingent consideration and ~~business analytics for $5.5 million, plus a potential future earnout valued at $0.9 million at~~has included the ~~time~~financial results of ~~acquisition, which is currently valued at $1.1 million (Note 4). A $5.0 million cash payment was made at closing, with~~these companies in its consolidated financial statements from the ~~remainder due in fiscal year 2021.~~dates of acquisition. The ~~earnout is~~earnouts are subject to certain revenue growth targets and the payment is adjusted based on actual results. ~~If all targets are met,~~The transactions were not material to the ~~total~~Company and the costs associated with the acquisitions were not material. The Company accounted for the transactions as business combinations. In allocating the purchase ~~price, including~~consideration based on estimated fair values, the ~~earnout, shall not exceed $7.5~~Company recorded $17.1 million ~~which will become payable upon~~of intangible assets (offset by the ~~achievement~~value of ~~certain revenue objectives during~~assumed liabilities under of the ~~next two years.~~agreements of $3.5 million), and $12.7 million of goodwill. The majority of the goodwill balance associated with these business combinations is deductible for U.S. income tax purposes.

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

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

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

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

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

We had approximately ~~20.5~~27.2 million and ~~19.8~~20.8 million registered members and users – our “audiences” – as of ~~June 30,~~March 31, 2021 and 2020, ~~and 2019~~ respectively. During the second quarter of 2020, the Company ended a partnership with a company covering the Belgium, Netherlands, and Luxembourg (“Benelux”) region. ~~This reduced our member number by 0.5 million. Additionally, we~~We restated our ~~2019~~2020 membership to remove the Benelux member number as of ~~June 30, 2019~~March 31, 2020 (0.5 million). We believe that we have sufficient members and users within our remaining database to support our business needs within the Benelux region. As a result of the BrightTALK acquisition, we added approximately 6.1 million unique users of the BrightTALK platform to our audiences. While the size of our registered member and user base does not provide direct insight into our customer numbers or our ~~revenues,~~revenue, the value of our services sold to our customers is a direct result of the breadth and reach of this content footprint. This footprint creates the opportunity for our ~~customers~~clients to gain business leverage by targeting our audiences through customized marketing programs. Likewise, the behavior exhibited by these audiences enables us to provide our customers with data products to improve their marketing and sales efforts. The targeted nature of our member and user base enables B2B technology companies to reach a specialized audience efficiently because our content is highly segmented and aligned with the B2B technology companies’ specific products. ~~With it,~~

Through our ability to identify, reach and influence key decision makers, we have developed a broad customer base and, in ~~2020 expect to deliver~~2021, we anticipate delivering purchase intent-driven marketing and sales ~~services~~data programs to ~~approximately 1,400~~more than 2,000 customers.

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

~~Our remaining debt obligation for 2020, including required interest payments, is approximately $1.0 million. We generated $21.8 million in cash from operations during~~local and national actions, such as stay at home mandates, took effect, we began to see the ~~six months ended June 30, 2020. In July 2020, we obtained a $20 million line of credit with~~ ~~Western Alliance~~ ~~Bank. While we do not have any current plans to utilize the line of credit, we feel~~macro-economic uncertainty that the ~~line of credit provides us with additional flexibility in the current economic environment.~~COVID-19 pandemic created, which impacted our customers’ purchasing decisions. We expect to be able to maintain adequate liquidity to satisfy our cash needs as we navigate through the current environment, although we could experience significant fluctuations in our cash flows from period to period. If necessary, we may take additional steps to preserve adequate liquidity, including through accessing capital markets and other sources of external financing.

During the second quarter we saw similar trends that we saw at the end of the first quarter. We saw a general shift in customer behavior moving away from longer term contracts in favor of shorter term contracts, which allowobserved our customers ~~greater flexibility.~~navigate this economic uncertainty through

a combination of strategies, including focusing their buying decisions on shorter duration contracts. Additionally, our ability to attract new ~~customer~~customers to ~~longer term~~longer-term contracts was impacted as a result of the general cautiousness related to the COVID-19 ~~environment. These factors resulted in Priority Engine revenue growth~~pandemic.

While the COVID-19 pandemic has not had a material adverse impact on our operations, the future course of ~~only 1% over last year. We saw weakness from~~ the ~~Global 10 accounts, in particular their investments in their branding.~~

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

We continue to ~~prepare for a new release of Priority Engine (expected after Labor Day). This release will include further enhancements for field sales use cases.~~

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

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

AtFinancial Results For the ~~beginning of 2020, we expected the strong demand we saw in 2019 to continue. However, beginning in~~Three Months Ended March we saw certain customers extend their normal sales cycles and shift their budgets away from long-term commitments to shorter-term marketing campaigns as they began to navigate through the pandemic. This trend continued throughout the second quarter of 2020 and through the date of this report. We expect these adverse impacts to result in lower31, 2021

Our revenue for the duration of the pandemic. The impact COVID-19 will have on our 2020 results remains uncertain, and we continue to evaluate the impacts the pandemic will have on our business operations and strategy going forward. We believe we will return to normal growth rates when the macro environment improves.

~~Our revenues for the six~~three months ended ~~June 30, 2020~~March 31, 2021 increased by ~~$2.0~~$21.6 million, or 3%69%, to ~~$66.2~~$53.0 million, compared with ~~$64.3~~$31.4 million, during the same period in ~~2019.~~2020. Priority Engine™ ~~revenues~~revenue increased 6%7% to more than ~~$25.0~~$13.5 million, in the first ~~six~~three months of ~~2020~~2021 compared with ~~$23.6~~$12.6 million in the first ~~six~~three months of ~~2019. This increase was offset,~~2020. Increased spend for data driven marketing products, including lead generation and brand as well as our acquisitions contributed to our growth. As required under accounting principles generally accepted in ~~part, by our legacy Global customers, who decreased their spend, particularly as it~~the United States (“U.S. GAAP”), we recorded unearned revenue related to ~~our brand offerings.~~

acquired contracts from acquired entities at fair value on the date of acquisition. As a result, we did not recognize certain revenue related to these acquired contracts that the acquired entities would have otherwise recorded as an independent entity. The amount of revenue that we derived from longer-term contracts in the ~~second~~first quarter of ~~2020~~2021 increased 6%101%, compared to the ~~second~~first quarter of ~~2019. As we noted above, we saw some of our customers shift from long-term commitments to shorter-term commitments.~~2020.

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

Our international geo-targeted ~~revenues,~~revenue, where our target audience is outside North America (“International”), increased ~~25%~~more than 73% for the three months ended ~~June 30, 2020,~~March 31, 2021, compared with the prior year period driven by the items noted above.

Gross profit percentage was ~~75%~~70% and ~~77%~~74% for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. Gross profit ~~decreased~~increased by ~~$0.3~~$13.8 million, mainly due to ~~product mix~~the increase in revenue compared to the same period a year ago.

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

Revenue changes for the three ~~and six~~ month period ended, ~~June 30, 2020~~March 31, 2021, as compared to the same period in ~~2019,~~2020, are shown in the table below. See the discussion above and ~~Note~~Notes 3 and ~~Note~~ 13 to our consolidated financial statements for additional information on our revenues.

	For the Three Months Ended June 30,				Percent Change	For the Six Months Ended June 30,				Percent Change	For the Three Months Ended March 31,				Percent Change
	2020		2019			2020		2019			2021		2020
North America	$	21,106	$	23,353	-10%	$	40,855	$	43,631	-6%	$	33,038	$	19,881	66%
International		13,690		10,933	25%		25,357		20,627	23%		19,931		11,535	73%
Total	$	34,796	$	34,286	1%	$	66,212	$	64,258	3%	$	52,969	$	31,416	69%

We sell customized marketing programs to B2B technology companies targeting a specific audience within a particular enterprise technology or business sector or sub-sector. We maintain multiple points of contact with our customers to provide support throughout their organizations and their customers’ ~~enterprise technology~~IT sales cycles. As a result, our customers often run multiple advertising programs with us in order to target their desired audience of enterprise technology and business professionals more effectively. There are multiple factors that can impact our customers’ marketing and advertising objectives and spending with us, including but not limited to, ~~enterprise technology~~IT product launches, increases or decreases to their advertising budgets, the timing of key industry marketing events, responses to competitor activities and efforts to address specific marketing objectives such as creating brand awareness or generating sales leads. Our products and services are generally delivered under short-term contracts that run for the length of a given program, typically less than nine months. ~~We continue~~In 2016, we began to enter into longer-term contracts with certain customers, and in the quarter ended ~~June 30, 2020~~March 31, 2021 approximately ~~34%~~42% of our ~~revenues were~~revenue was from longer-term ~~contracts of approximately twelve months.~~ contracts.

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

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

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

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

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

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

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

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

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

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

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

Depreciation and Amortization. Depreciation expense consists of the depreciation of our property and equipment and other capitalized assets. Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to twelve years. Amortization of intangible assets expense consists of the amortization of intangible assets recorded in connection with our acquisitions. Separable intangible assets that are not deemed to have an indefinite life are amortized over their estimated useful lives, which range from 2eighteen months to 17nineteen years, using methods that are expected to reflect the estimated pattern of economic use.

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

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

We view Adjusted Revenue, as an operating performance measure. We believe that the most directly comparable GAAP financial measure to Adjusted Revenue is GAAP revenue.

A limitation of our non-GAAP financial measures of Adjusted Revenue, is that they do not have uniform definitions. Our definitions will likely differ from the definitions used by other companies, and therefore comparability may be limited. Further, the non-GAAP financial measure of Adjusted Revenue has certain limitations because it does not reflect all items of expense that affect our operations and are reflected in the related GAAP financial measure.

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

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

The discussion of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with ~~accounting principles generally accepted in the~~ ~~United States (~~“U.S.”). GAAP. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amount of assets, liabilities, ~~revenues~~revenue and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to ~~revenues,~~revenue, long-lived assets, goodwill, allowance for doubtful accounts, stock-based compensation, contingent liabilities, self-insurance accruals and income taxes. We based our estimates of the carrying value of certain

assets and liabilities on historical experience and on various other assumptions that we believe to be reasonable. In some cases, changes in the accounting estimates are reasonably likely to occur from period to period. Our actual results may differ from these estimates under different assumptions or conditions.

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

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

Our deferred tax assets are comprised primarily of book to tax differences on stock-based compensation and timing of deductions for rent expense, accrued expenses, depreciation, and amortization. ~~As of June 30, 2020, we had foreign net operating loss (“NOL”) carryforwards of $0.2 million, which may be used to offset future taxable income in foreign jurisdictions indefinitely.~~

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

	Three Months Ended June 30,										Six Months Ended June 30,										Three Months Ended March 31,
	2020					2019					2020					2019					2021					2020
Revenues	$	34,796		100	%	$	34,286		100	%	$	66,212		100	%	$	64,258		100	%
Cost of revenues		8,785		25	%		7,952		23	%	$	16,936		26	%		14,964		23	%
Revenue																					$	52,969		100	%	$	31,416		100	%
Cost of revenue																						15,168		29	%		8,151		26	%
Amortization of acquired technology																						765		1	%		-		0	%
Gross profit		26,011		75	%		26,334		77	%		49,276		74	%		49,294		77	%		37,036		70	%		23,265		74	%
Operating expenses:
Selling and marketing		12,570		36	%		13,976		41	%		25,519		39	%		26,422		41	%		21,606		41	%		12,949		41	%
Product development		1,846		5	%		2,001		6	%		3,878		6	%		3,988		6	%		2,923		6	%		2,032		6	%
General and administrative		3,267		9	%		3,123		9	%		6,622		10	%		6,145		10	%		6,435		12	%		3,355		11	%
Depreciation and amortization		1,453		4	%		1,146		3	%		2,798		4	%		2,276		4	%
Depreciation																						1,221		2	%		1,186		4	%
Amortization																						1,630		3	%		159		1	%
Total operating expenses		19,136		55	%		20,246		59	%		38,817		59	%		38,831		60	%		33,815		64	%		19,681		63	%
Operating income		6,875		20	%		6,088		18	%		10,459		16	%		10,463		16	%		3,221		6	%		3,584		11	%
Interest and other expense, net		(10	)	0	%		(253	)	-1	%		(479	)	-1	%		(390	)	-1	%		(696	)	-1	%		(469	)	-1	%
Income before provision for income taxes		6,865		20	%		5,835		17	%		9,980		15	%		10,073		16	%		2,525		5	%		3,115		10	%
Provision for income taxes		2,092		6	%		1,684		5	%		3,000		5	%		2,632		4	%		715		1	%		908		3	%
Net income	$	4,773		14	%	$	4,151		12	%	$	6,980		11	%	$	7,441		12	%	$	1,810		3	%	$	2,207		7	%

The comparability of our operating results in the three months ended March 31, 2021 to the three months ended March 31, 2020 was impacted by our recent acquisitions, including the acquisition of BrightTALK, Limited in December 2020. In our discussion of changes in our results of operations for the three months ended March 31, 2021 compared to the same period in 2020, we may quantitatively disclose the impact of our acquired products and services for the one-year period subsequent to the acquisition date to the growth in our revenue where such discussions would be meaningful.

Comparison of Three Months Ended ~~June 30,~~March 31, 2021 and March 31, 2020 ~~and June 30, 2019~~

The increase in ~~revenues~~revenue was due to customers increasing their spend for data driven marketing products. Priority Engine, ~~revenue grew 1% versus last year to $12.5 million. Increases in~~ lead generation ~~driven by~~and brand revenue each increased over prior quarter as well as revenue attributed our acquisitions. As required under U.S. GAAP, we recorded unearned revenue related to acquired contracts from acquired entities at fair value on the ~~customers movement~~date of acquisition. As a result, we did not recognize certain revenue related to ~~shorter term~~these acquired contracts ~~were offset by decreases in brand.~~that the acquired entities would have otherwise recorded as an independent entity.

	Three Months Ended June 30,												Three Months Ended March 31,
	2020			2019			Increase (Decrease)			Percent Change			2021			2020			Increase		Percent Change
Cost of revenues	$	8,785		$	7,952		$	833			10	%
Cost of revenue													$	15,168		$	8,151		$	7,017		86	%
Gross profit	$	26,011		$	26,334		$	(323	)		-1	%	$	37,036		$	23,265		$	13,771		59	%
Gross profit percentage		75	%		77	%								70	%		74	%

Gross Profit. Our gross profit is equal to the difference between our ~~revenues~~revenue and our cost of revenues for the period. Gross profit percentage was ~~75%~~70% and 74% for the three months ended March 31, 2021 and 2020, ~~and 77% for the three months of June 30, 2019.~~respectively. Gross profit ~~decreased~~increased by ~~$0.3~~$13.8 million in the three months ended ~~June 30, 2020~~March 31, 2021 compared to the same period in ~~2019,~~2020, primarily attributable to ~~the product mix as~~increased revenue compared to the same period a year ago. Gross profit was negatively impacted by $0.8M during the quarter due to amortization of intangibles related to the acquisition of BrightTALK technology, which lowered gross profit by 1%. Because the majority of our costs are labor-related, we expect our gross profit to fluctuate from period to period depending on the total ~~revenues~~revenue for the period.

	Three Months Ended June 30,												Three Months Ended March 31,
	2020			2019			Increase (Decrease)			Percent Change			2021			2020			Increase (Decrease)			Percent Change
Operating expenses:
Selling and marketing	$	12,570		$	13,976		$	(1,406	)		-10	%	$	21,606		$	12,949		$	8,657			67	%
Product development		1,846			2,001			(155	)		-8	%		2,923			2,032			891			44	%
General and administrative		3,267			3,123			144			5	%		6,435			3,355			3,080			92	%
Depreciation and amortization		1,453			1,146			307			27	%
Depreciation														1,221			1,186			35			3	%
Amortization														1,630			159			1,471			925	%
Total operating expenses	$	19,136		$	20,246		$	(1,110	)		-5	%	$	33,815		$	19,681		$	14,134			72	%
Interest and other expense, net	$	(10	)	$	(253	)	$	243			96	%	$	(696	)	$	(469	)	$	(227	)		-48	%
Provision for income taxes	$	2,092		$	1,684		$	408			24	%	$	715		$	908		$	(193	)		-21	%

Selling and Marketing. Selling and marketing expenses ~~decreased~~increased for the three months ended ~~June 30, 2020,~~March 31, 2021, as compared to the same period in ~~2019,~~2020, primarily due to ~~decreases~~increases in pay related expenses related to our December 2020 acquisitions and a $1.3 million increase in stock-based compensation expense, ~~(accounting for 60% of the overall decrease) and contracted services as well as a reduction of travel and entertainment expenses related~~primarily due to ~~COVID-19 circumstances.~~increased stock prices from prior year.

Product Development. Product development expense ~~decreased~~increased for the three months ended ~~June 30, 2020,~~March 31, 2021, as compared to the same period in ~~2019, mainly~~2020, due primarily to a $0.5M increase in stock-based compensation due to ~~an increase in labor~~more awards and ~~related costs capitalized offset, in part, by increases in contracted services.~~increased stock price.

General and Administrative. General and administrative expense increased for the three months ended ~~June 30, 2020,~~March 31, 2021, compared to the same period in ~~2019,~~2020, due to an increase in ~~stock~~pay costs, $0.9 million increase in stock-based compensation ~~expenses offset in part by decreases in other labor costs.~~costs and professional fees related to December acquisitions.

Depreciation and Amortization. ~~Depreciation and amortization~~Amortization expense increased due to ~~newly acquired~~ intangible assets ~~with high value, which were placed~~acquired in ~~service during 2020~~2020.

Interest and ~~amortized during~~other expense, net. Interest and other expense increased due to amortization of debt issuance costs and currency fluctuations from trade receivables.

Provision for income taxes. Our effective income tax rate was 28.3% and 29.1% for the three months ended ~~June 30,~~March 31, 2021 and 2020, ~~Those intangible assets were not~~respectively. The decrease in ~~service during the same period in 2019.~~

~~The increase in revenues~~tax expense was ~~due to customers increasing their spending for data driven marketing products. Priority Engine™ revenues were up 6% in the six months ended~~ ~~June 30, 2020. Increases in lead generation, driven by the customers movement to shorter term contracts, were offset by decreases in brand.~~

~~Gross Profit.~~ Our gross profit is equal to the difference between our revenues and our cost of revenues for the period. Gross profit percentage was 74% for the first six months of 2020 and 77% for the six months ended June 30, 2019. Gross profit remained relatively flat in the six months ended June 30, 2020 compared to the same period in ~~2019~~, primarily attributable to a shift in the product mix compared to the same period a year ago. Because the majority of our costs are labor-related, we expect our gross profit to fluctuate from period to period depending on the total revenues for the period.

~~Selling and Marketing.~~ ~~Selling and marketing expenses decreased for the six months ended June 30, 2020, as compared to the same period in 2019,~~ primarily due to ~~decreases in stock-based compensation expenses (accounting for 39% of~~ the ~~overall decrease) and contracted services as well as a reduction of travel and entertainment expenses related to COVID-19~~.

~~Product Development.~~ Product development expense decreased for the six months ended June 30, 2020, as compared to the same period in 2019, primarily due to additional amounts that were capitalized over the six months ended June 30, 2019 offset in part by increases in contracted services.lower pretax income.

~~General and Administrative. General and administrative expense increased for the six months ended June 30, 2020, compared to the same period in 2019, primarily due to increases in stock compensation expense.~~

~~Depreciation and Amortization~~. Depreciation and amortization expense increased for the six months ended June 30, 2020 when compared to the same period in 2019, due to increased amortization expense related to the Company’s acquisition during February of 2020.

The timing of our ~~revenues~~revenue is affected by seasonal factors. Our ~~revenues are~~revenue is seasonal primarily as a result of the annual budget approval process of many of our customers, the normal timing at which our customers introduce new products, and the historical

decrease in advertising in summer months. The timing of ~~revenues~~revenue in relation to our expenses, many of which do not vary directly with ~~revenues,~~revenue, has an impact on the cost of online ~~revenues,~~revenue, selling and marketing, product development, and general and administrative expenses as a percentage of ~~revenues~~revenue in each calendar quarter during the year.

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

Our cash and investments at ~~June 30, 2020~~March 31, 2021 totaled ~~$55.4~~$93.9 million, a ~~$2.1~~$11.2 million ~~decrease~~increase from December 31, ~~2019,~~2020, primarily driven by our cash generated from operations offset in part by the ~~repurchase~~payment of ~~shares of our common stock under our November 2018 Repurchase Program, the acquisition of substantially all the operating assets of Data Science Central~~contingent consideration and contingency holdback related to certain acquisitions in ~~February 2020,~~March 2021, and investments in property and ~~equipment, and principal payments on our term loan partially offset by cash generated from operations.~~equipment. We believe that our existing cash and investments and our cash flow from operating activities will be sufficient to meet our anticipated cash needs for at least the next twelve months. ~~Additionally, we have $20 million available under a new line of credit agreement entered into in July 2020.~~ Our future working capital requirements will depend on many factors, including the operations of our existing business, our potential strategic expansion internationally, future acquisitions we might undertake, and any expansion into complementary businesses. To the extent that our cash and investments and cash flow from operating activities ~~and amounts available under our line of credit~~ are insufficient to fund our future activities, we may need to raise additional funds through bank credit arrangements or public or private equity or debt financings. We also may need to raise additional funds in the event we determine in the future to effect one or more additional acquisitions of businesses.

June 30,

2020

December 31,

2019

March 31,

2021

December 31,

2020

Cash and investments

55,413

57,499

93,925

82,700

Accounts receivable, net

25,568

27,102

37,589

40,183

Our cash and investments at ~~June 30, 2020~~March 31, 2021 were held for working capital purposes. We do not enter into investments for trading or speculative purposes.

Our accounts receivable balance fluctuates from period to period, which affects our cash flow from operating activities. The fluctuations vary depending on the timing with which we meet our performance obligations and on the timing of our cash collections, as well as on changes to our allowance for doubtful accounts. We use days sales outstanding (“DSO”) as a measurement of the quality and status of our receivables. We define DSO as net accounts receivable at quarter end divided by total ~~revenues~~revenue for the applicable period, multiplied by the number of days in the applicable period. DSO was 6759 days and 6957 days at ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

Cash provided by operating activities primarily consists of net income adjusted for certain non-cash items including depreciation and amortization, provisions for bad debt, stock-based compensation, deferred income taxes, and the effect of changes in working capital and other activities. Cash provided by operating activities for the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was ~~$21.8~~$15.7 million compared to cash provided by operating activities of ~~$18.8~~$9.7 million for the ~~six~~three months ended ~~June 30,~~March 31, 2020.

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

Cash used in investing activities in the ~~six~~three months ended ~~June 30, 2020~~March 31, 2021 was ~~$8.4~~$3.1 million and was for the purchase of property and equipment, primarily for internal-use software, and to a lesser extent, computer equipment. In the first three months of 2020 we used $6.7 million in investing activities primarily a result of the acquisition of substantially all of the operating assets of Data Science Central in February 2020 ($5.0 million) and purchase of property and equipment, primarily for internal-use software, and to a lesser extent, computer ~~equipment~~.equipment. We capitalized internal-use software and website development costs of ~~$3.0~~$2.9 million and ~~$2.6~~$1.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

In the first ~~six~~three months of ~~June 30,~~March 31, 2021, we used $1.4 million for financing activities, consisting primarily of $1.0 million for the payment of contingent consideration related to the certain 2020 acquisitions and $0.4 million for tax withholdings related to net share settlements. In the first three months of 2020 we used ~~$15.5~~$15.2 million for financing activities, consisting primarily of $14.8 million for the purchase of treasury shares, ~~$0.6~~$0.3 million for the repayment of principal under the Loan Agreement and related costs and $0.1 million for tax withholdings related to net share settlements. In the first six months of 2019 we used $6.2 million for financing activities, consisting primarily of $4.7 million for the purchase of treasury shares and related costs, $0.6 million for the repayment of principal on the Loan Agreement, and $0.9 million for tax withholdings related to net share settlements.

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

On May 1, 2020, ~~the Company’s~~we announced that our Board ~~of Directors approved~~had authorized a ~~new two-year~~ $25.0 million stock repurchase program (the “May 2020 Repurchase Program”)~~. Repurchases of the Company's~~ whereby we are authorized to repurchase our common stock ~~under the May 2020 Repurchase Program may be made in~~from time to time on the open market or in privately negotiated transactions ~~or pursuant to one or more trading plans. The timing~~at prices and ~~amount of repurchases, if any, will~~in the manner that may be determined by the Company's management at its discretion and be based on a variety of factors such as the market price of the Company's common stock, corporate and contractual requirements, prevailing market and economic conditions and legal requirements. The May 2020 Repurchase Program may be modified, suspended or discontinued at any time.management. No amounts ~~were~~have been repurchased under this ~~program during the second quarter of 2020.~~plan.

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

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

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

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

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

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

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

The Loan Agreement may be prepaid at our option without penalty, provided we comply with the notice provision of the document. The Loan Agreement also contains customary events of default, subject to grace periods in certain cases, which may cause repayment of the Term Loan to be accelerated.

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

We have made capital expenditures primarily for computer equipment and related software needed to host our websites, internal-use software development costs, as well as for leasehold improvements and other general purposes to support our growth. Our capital expenditures totaled ~~$3.3~~$3.1 million and ~~$3.4~~$1.6 million for the ~~six~~three month periods ended ~~June 30,~~March 31, 2021 and, 2020~~and, 2019~~ respectively. A majority of our capital expenditures in the first ~~six~~three months of ~~2020~~2021 were for internal-use software and website development costs and, to a lesser extent, computer equipment and related software. A majority of our capital expenditures in the first six months of 2019 were for leasehold improvements and internal-use software and website development costs and, to a lesser extent, computer equipment and related software. We capitalized internal-use software and website development costs of ~~$3.0~~$2.9 million and ~~$2.6~~$1.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively. We are not currently party to any purchase contracts related to future capital expenditures.

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

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

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

We currently have subsidiaries in the United Kingdom, Hong Kong, Australia, Singapore, Germany and France. Approximately ~~30%~~29% of our ~~revenues~~revenue for the ~~six~~three months ended ~~June 30, 2020 were~~March 31, 2021 was derived from customers with billing addresses outside of the United States and our foreign exchange gains/losses were not significant. We currently believe our exposure to foreign currency exchange rate fluctuations, is financially immaterial and therefore have not entered into foreign currency hedging transactions. We continue to review this issue and may consider hedging certain foreign exchange risks through the use of currency futures or options in the future. The volatility of exchange rates depends on many factors that we cannot forecast with reliable accuracy. Our continued international expansion increases our exposure to exchange rate fluctuations and as a result such fluctuations could have a significant impact on our future results of operations.

At ~~June 30, 2020,~~March 31, 2021, we had cash and investments of ~~$55.4~~$93.9 million. The investments were in a bond fund. The cash and investments were held for working capital purposes. We dohave not ~~enter~~entered into investments for trading or speculative purposes. Due to the short-term nature of these investments, we believe that we do not have any material exposure to changes in the fair value as a result of changes in interest rates. Declines in interest rates, however, would reduce future investment income.

Our exposure to market risk also relates to interest expense on borrowings under the Loan Agreement. The borrowings under the Loan Agreement bear interest at an annual rate of 1.375% plus the higher of the one-month U.S. LIBOR rate reported in the Wall Street Journal or two percent (2.00%) (see Note 8 to the consolidated financial statements). At June 30, 2020, there was $23.1 million of aggregate principal outstanding under the Loan Agreement.

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

In connection with the preparation of this Quarterly Report on Form 10-Q for the period ended ~~June 30, 2020,~~March 31, 2021, management, under the supervision of the Chief Executive Officer ~~(Principal Executive Officer)~~ and Chief Financial Officer, ~~(Principal Financial Officer),~~ conducted an evaluation of our disclosure controls and procedures as of ~~June 30, 2020.~~March 31, 2021. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

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

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

Our business is subject to a number of risks, including those identified in Item 1A, – “Risk Factors” of our 2020 Annual Report on Form 10-K, that could have a material effect on our business, results of operations, financial condition and/or liquidity and that could cause our operating results to vary significantly from period to period. As of March 31, 2021, there have been no material changes to the risk factors disclosed in our 2020 Annual Report on Form ~~10-K except to the risks relating to COVID-19 and EU-US Privacy Shield Framework, as amended below.~~10-K. We may disclose changes to any risk factors presented or disclose additional factors from time to time in our future filings with the Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

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

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

Our customers may implement compliance measures that do not align with our services, which could limit the scope and delivery of services we are able to provide. Our customers may also require us to take on additional privacy and security obligations,

causing us to incur potential disruption and expense related to our business processes. If our policies and practices, or those of our customers, are, or are perceived to be, insufficient or if our members, website visitors or customers have concerns regarding our data privacy and data protection practices, particularly with respect to GDPR or the pending ePrivacy Regulation, then we could be subject to enforcement actions or investigations by regulators or lawsuits by private parties, member engagement could decline and our business could be negatively impacted.

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

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

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

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

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

There are new and expanding proposals for laws and regulations regarding “Do Not Track” requirements that protect users’ right to choose whether or not to be tracked online. These proposals seek, among other things, to allow consumers to have greater control over the use of private information collected online, to forbid the collection or use of online information, to demand a business to comply with their choice to opt out of such collection or use, and to place limits upon the disclosure of information to third party websites. Any such laws and regulations could have a significant impact on the operation of our advertising and data businesses. U.S. regulatory agencies have also placed an increased focus on online privacy matters and, in particular, on online advertising activities

that utilize cookies or other tracking tools. Consumer and industry groups have expressed concerns about online data collection and use by companies, which has resulted in the release of various industry self-regulatory codes of conduct and best practice guidelines that are binding for member companies engaged in online behavioral advertising (“OBA”) and similar activities. These codes of conduct and best practice guidelines govern, among other things, the ways in which companies can collect, use and disclose user information for OBA purposes, how companies must give notice of these practices, and what choices companies must provide to consumers regarding these practices.

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

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

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

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

Delaware	04-3483216
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

275 Grove Street Newton, Massachusetts	02466
(Address of principal executive offices)	(Zip Code)

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

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

Item		Page

PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Balance Sheets as of ~~June 30, 2020~~March 31, 2021 and December 31, ~~2019~~2020	3
	Consolidated Statements of Income and Comprehensive Income for the three a~~nd six~~ months ended ~~June 30, 2020~~March 31, 2021 and~~2019~~ 2020	4
	Consolidated Statements of Stockholders’ Equity for the three ~~and six~~months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	5
	Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~June 30,~~March 31, 2021 and 2020 ~~and 2019~~	76
	Notes to Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2224
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36

PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4138
Item 6.	Exhibits	4239
	Signatures	4340

	March 31, 2021		December 31, 2020
Liability Component:
Principal	$	201,250	$	201,250
Less: debt discount, net of amortization		6,274		47,368
Net carrying amount	$	194,976	$	153,882
Equity component^(a)	$	-	$	41,059

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

	March 31, 2021		December 31, 2020
0.125% coupon	$	63	$	10
Amortization of debt discount and transaction costs		327		346
	$	390	$	356

	March 31, 2021				December 31, 2020
	Fair Value		Carrying Value		Fair Value		Carrying Value
Convertible senior notes	$	234,615	$	194,976	$	218,940	$	153,882

	As of
	~~June 30, 2020~~March 31, 2021
Weighted-average remaining lease term — operating leases		~~5.1~~4.6
Weighted-average discount rate — operating leases		4	%


~~Cash and investments:~~	~~$55.4 million~~
~~Current portion debt:~~	~~$1.6 million~~
~~Long-term portion debt:~~	~~$21.5 million~~

Exhibit No.		Description of Exhibit


10.1*		Fourth Amendment to Lease Agreement, by and between the Registrant and ARE-MA REGION NO. 76, LLC for the premises located at One Riverside Center, 275 Grove Street, Newton, Massachusetts, dated April 30, 2021.
31.1*		Certification of Michael Cotoia, Chief Executive Officer of TechTarget, Inc., pursuant to Rules 13a-14(a) and 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

101.INS		XBRL Instance Document* The instance document does not appear in the Interactive Data File because its XBRL tags are
		Embedded within the Inline XBRL document.
101.SCH		XBRL Inline Taxonomy Extension Schema Document*

101.CAL		XBRL Inline Taxonomy Extension Calculation Linkbase Document*

101.DEF		XBRL Inline Taxonomy Extension Definition Linkbase Document*

101.LAB		XBRL Inline Taxonomy Extension Label Linkbase Document*

101.PRE		XBRL Inline Taxonomy Extension Presentation Linkbase Document*

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exbibit 101)

	TECHTARGET, INC.
	(Registrant)

Date: ~~August~~May 5, ~~2020~~2021	By:	/s/ MICHAEL COTOIA
		Michael Cotoia, Chief Executive Officer and Director (Principal Executive Officer)

Date: ~~August~~May 5, ~~2020~~2021	By:	/s/ DANIEL NORECK
		Daniel Noreck, Chief Financial Officer and Treasurer (Principal Accounting and Financial Officer)