8-K - TTGT - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 4, 2024

TECHTARGET, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-42428	99-2218610
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br> <br>File Number)	(IRS Employer<br>Identification No.)
275 Grove Street<br> <br>Newton, Massachusetts	02466
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(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 431-9200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 4.02	Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

On December 4, 2024, management of Informa PLC (“Informa”) advised management of TechTarget, Inc. (formerly Toro CombineCo, Inc.) (the “Company”) that the following Informa Tech Digital Businesses of Informa PLC (the “Business”) financial statements previously prepared by Informa should no longer be relied upon and were being restated because of errors identified by Informa in such financial statements: unaudited interim condensed combined financial statements as of and for the six months ended June 30, 2024 (the “Q2 Business Financial Statements”), which were included in the Company’s Registration Statement on Form S-4/A, originally filed with the Securities and Exchange Commission (“SEC”) on September 4, 2024. After discussions between the Informa and Company management teams on December 4, 2024, the Company’s management has concluded that the Q2 Business Financial Statements should no longer be relied upon because of the errors in such financial statements.

For a description of the errors identified in the Q2 Business Financial Statements, see “Note 1 — Business overview and basis of presentation —Restatement of previously issued financial statements” in the Q2 Business Financial Statements, which are filed herewith as Exhibit 99.1 and hereby incorporated by reference. Also filed herewith are the unaudited interim condensed combined financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 (the “Q1 Business Financial Statements” and collectively with the Q2 Business Financial Statements, the “Previously Issued Business Financial Statements”), which were included in the Company’s Registration Statement on Form S-4, originally filed with the SEC on June 27, 2024, and have been amended to correct for certain errors described therein. The Q1 Business Financial Statements are filed herewith as Exhibit 99.2.

Unaudited pro forma condensed combined financial information prepared for periods corresponding to the Previously Issued Business Financial Statements will also be restated to reflect the corrections of the errors identified in the Previously Issued Business Financial Statements.

The Company’s management has discussed the matters disclosed in this Item 4.02 with PricewaterhouseCoopers LLP (London, United Kingdom). The Company’s Audit Committee has reviewed and discussed the matters disclosed in this Item 4.02 with the Company’s management.

Item 8.01	Financial Statements and Exhibits

The restated unaudited condensed combined balance sheet of Informa Tech Digital Businesses as of March 31, 2024 and the related condensed combined statements of income and comprehensive income (loss), changes in equity and cash flows for the three months ended March 31, 2024 and 2023 and the related notes, and the restated unaudited condensed combined balance sheet of Informa Tech Digital Businesses as of June 30, 2024 and the related condensed combined statements of income and comprehensive income (loss), changes in equity and cash flows for the six months ended June 30, 2024 and 2023 and the related notes are filed herewith and attached hereto as Exhibits 99.1 and 99.2, respectively, and incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Informa Tech Digital Businesses as of March 31, 2024 and June 30, 2024 and for the three months ended March 31, 2024 and 2023 and the six months ended June 30, 2024 and 2023 are filed herewith and attached hereto as Exhibits 99.3 and 99.4, respectively, and incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits

(d) Exhibits.

Exhibit<br> <br>Number	Description of Exhibit
99.1	Unaudited condensed combined financial statements of Informa Tech Digital Businesses of Informa PLC as of June 30, 2024 and for the six months ended June 30, 2024 and 2023 (As Restated).
99.2	Unaudited condensed combined financial statements of Informa Tech Digital Businesses of Informa PLC as of March 31, 2024 and for the three months ended March 31, 2024 and 2023 (As Restated).
99.3	Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Informa Tech Digital Businesses of Informa PLC as of March 31, 2024 and for the three-month period ended March 31, 2024 and 2023 (As Restated).
99.4	Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Informa Tech Digital Businesses of Informa PLC as of June 30, 2024 and for the six month period ended June 30, 2024 and 2023 (As Restated).
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document).

SIGNATURES

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 hereunto duly authorized.

	TECHTARGET, INC.
	By:	/s/ Charles D. Rennick
Dated: December 6, 2024	Name:	Charles D. Rennick
	Title:	Vice President, General Counsel, and Corporate Secretary

EX-99.1

Exhibit 99.1

INDEX TO CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS

Informa Tech Digital Businesses of Informa PLC Unaudited Interim Condensed Combined Financial

Statements:

Condensed Combined Balance Sheets	F-2
Condensed Combined Statements of Income and Comprehensive Income<br>(Loss)	F-3
Condensed Combined Statements of Changes in Equity	F-4
Condensed Combined Statements of Cash Flows	F-5
Notes to the Condensed Combined Interim Financial<br>Statements	F-6

FS-1

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED BALANCE SHEETS

(Expressed in thousands of U.S. Dollars)

(Unaudited)

			December 31,2023
Assets
Current assets:
Cash and cash equivalents	8,136		$	10,789
Accounts receivable, net of allowance for doubtful accounts of 1,422 and 1,083,<br>respectively	40,794			38,788
Related party receivables	3,666			4,140
Related party loans receivables	134,210			104,249
Prepaid expenses and other current assets	6,794			6,320
Total current assets	193,600			164,286
Non-current assets:
Property and equipment, net	2,445			3,229
Goodwill	467,192			467,476
Intangible assets, net	280,601			293,859
Operating lease<br>right-of-use assets	2,458			5,173
Deferred tax assets	1,220			337
Total non-current assets	753,916			770,074
Total assets	947,516		$	934,360
Liabilities and Parent’s Equity
Current liabilities:
Accounts payable	2,563		$	5,050
Related party payables	28,079			32,390
Contract liabilities	41,661			24,489
Operating lease liabilities	2,135			2,664
Accrued expenses and other current liabilities	5,694			6,013
Accrued compensation expenses	11,686			12,759
Income taxes payable	3,919			3,485
Related party short-term debt	546,784			502,872
Contingent consideration	—			4,937
Total current liabilities	642,521			594,659
Non-current liabilities:
Operating lease liabilities	2,337			3,010
Other liabilities	11,848			12,080
Deferred tax liabilities	12,598			15,292
Related party long-term debt	309,237			309,237
Contingent consideration	40,100			37,500
Total non-current liabilities	376,120			377,119
Total liabilities	1,018,641		$	971,778
Commitments and contingencies (see Note 9)
Parent’s equity:
Net Parent deficit	(95,252	)		(59,663	)
Accumulated other comprehensive income	24,127			22,245
Total equity (deficit)	(71,125	)		(37,418	)
Total liabilities and equity	947,516		$	934,360

All values are in US Dollars.

The accompanying notes form an integral part of these condensed combined financial statements.

FS-2

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(Expressed in thousands of U.S. Dollars)

(Unaudited)


			2023

Revenues	122,278		$	116,914
Cost of revenues	(50,670	)		(47,552	)
Gross profit	71,608			69,362
Operating expenses:
Selling and marketing	27,879			27,622
General and administrative	35,704			31,644
Product development	5,928			6,094
Depreciation	787			298
Amortization, excluding amortization included in cost of revenues of 245 and nil	16,283			15,119
Impairment of goodwill	—			130,132
Impairment of long-lived assets	2,019			159
Acquisition and integration costs	29,648			2,090
Remeasurement of contingent consideration	2,663			(98,510	)
Total operating expenses	120,911			114,648
Operating loss	(49,303	)		(45,286	)
Interest expense on related party loans	(12,793	)		(12,070	)
Interest income	3,549			1,274
Other income (expense), net	371			(991	)
Loss before provision for income taxes	(58,176	)		(57,073	)
Income tax benefit	2,860			6,219
Net loss	(55,316	)	$	(50,854	)
Other comprehensive loss:
Foreign currency translation gain (loss)	1,882			(18,730	)
Total other comprehensive loss	(53,434	)	$	(69,584	)

All values are in US Dollars.

The accompanying notes form an integral part of these condensed combined financial statements.

FS-3

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of U.S. Dollars)

(Unaudited)

	Net Parentinvestment(deficit)			Accumulatedothercomprehensiveincome (loss)			Totalequity(deficit)
Balance as of December 31, 2022	$	(45,708	)	$	42,742		$	(2,966	)
Net loss for the period		(50,854	)		—			(50,854	)
Other comprehensive loss		—			(18,730	)		(18,730	)
Net transfers from Parent		1,992			—			1,992
Balance as of June 30, 2023	$	(94,570	)	$	24,012		$	(70,558	)
	Net Parentinvestment(deficit)			Accumulatedothercomprehensiveincome (loss)			Totalequity(deficit)
Balance as of December 31, 2023	$	(59,663	)	$	22,245		$	(37,418	)
Net loss for the period (As Restated)		(55,316	)		—			(55,316	)
Other comprehensive income		—			1,882			1,882
Net transfers to Parent (As Restated)		19,727			—			19,727
Balance as of June 30, 2024 (As Restated)	$	(95,252	)	$	24,127		$	(71,125	)

The accompanying notes form an integral part of these condensed combined financial statements.

FS-4

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. Dollars)

(Unaudited)

	For the six months endedJune 30,
	2024			2023
	(As Restated)
Operating activities:
Net loss	$	(55,316	)	$	(50,854	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		787			298
Amortization		16,528			15,119
Change in provision for bad debts		1,066			(554	)
Operating lease expense		1,157			1,273
Stock-based compensation expense		566			584
Provision for income taxes		(2,860	)		(6,219	)
Impairment of long-lived assets		2,019			159
Impairment of goodwill		—			130,132
Loss on disposal of long-lived assets		134			3
Remeasurement of contingent consideration		2,663			(98,510	)
Changes in assets and liabilities:
Accounts receivable		(3,356	)		2,311
Prepaid expenses and other current assets		(621	)		802
Related party receivables		475			(1,503	)
Accounts payable		(2,439	)		(3,158	)
Accrued expenses and other current liabilities		(1,281	)		1,308
Operating lease liabilities		(1,500	)		(1,273	)
Contract liabilities		17,380			9,887
Contingent consideration		(1,020	)		—
Other liabilities		(218	)		153
Related party payables		(4,403	)		17,742
Net cash (used in) provided by operating activities		(30,239	)		17,700
Investing activities:
Purchases of property and equipment		(265	)		(291	)
Purchases of intangible assets		(3,387	)		(2,892	)
Net cash used in investing activities		(3,652	)		(3,183	)
Financing activities:
Cash pooling arrangements with Parent		16,742			(14,480	)
Contingent consideration settlement		(3,980	)		—
Net transfers from (to) Parent		18,623			(1,006	)
Net cash provided by (used in) financing activities		31,385			(15,486	)
Effect of exchange rate changes on cash and cash equivalents		(147	)		(305	)
Net decrease in cash and cash equivalents		(2,653	)		(1,274	)
Cash and cash equivalents at the beginning of the period		10,789			7,142
Cash and cash equivalents at the end of the period	$	8,136		$	5,868
Supplemental disclosure of cash flow information:
Cash paid for taxes by Parent		284			2,156
Cash paid for interest		13,230			18
Non-cash investing and financingactivities:
Intangible asset purchases included in accrued expenses and other current liabilities		157			261

The accompanying notes form an integral part of these condensed combined financial statements.

FS-5

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars — unless stated otherwise) (Unaudited)

Note 1 — Business overview and basis of presentation

Nature of business

Informa Tech Digital Businesses of Informa PLC (the “Business”) help technology companies accelerate growth through first-party business-to-business (“B2B”) data, market insight and market access. It provides digital solutions that deliver targeted audiences, highly qualified leads, demand generation and buyer intent, helping customers to identify, reach, influence and transact with key technology decision makers. The Business operates through a range of leading B2B brands in specialist technology research (e.g., Omdia, Canalys), specialist digital media (e.g., Industry Dive, Information Week, Light Reading, Heavy Reading, AI Business), and demand generation / buyer intent (NetLine).

The Business has historically operated as part of Informa Tech operating segment of Informa PLC and its subsidiaries (together “Informa” or “Parent”). In these condensed combined financial statements, unless otherwise specified or the context otherwise indicates, all references to Informa refer to the business and operations of the Parent and its consolidated subsidiaries.

Basis of presentation and principles of combination

The accompanying condensed combined financial statements present the historical financial position, results of operations, cash flows and changes in equity of the Business in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, certain information and footnote disclosures normally included in the combined financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. These condensed combined financial statements are unaudited and, in the opinion of Management, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair statement of the condensed combined cash flows, operating results, and balance sheets for the periods presented. The results of operations for the periods presented are not necessarily indicative of results to be expected for any other interim periods or for the full year. The information included in these condensed combined interim financial statements should be read in conjunction with the “Informa Tech Digital Businesses of Informa PLC Audited Annual Combined Financial Statements” as of December 31, 2023, and 2022, and for the three years in the period ended December 31, 2023, included in the Registration Statement on Form S-4/A (No. 333-280529) dated October 23, 2024.

The Business has historically operated as part of the Parent and not as a standalone entity and has no separate consolidated legal status of existence. As such, these condensed combined financial statements have been derived from the Parent’s historical accounting records and are presented on a carved-out basis.

The condensed combined financial statements reflect the assets, liabilities, revenues, expenses and cash flows of the entities included within the Business. The financial statements also include allocations of certain general, administrative and sales and marketing expenses from Informa’s corporate office and from other Informa businesses to us and allocations of related assets, liabilities, and Parent investment, as applicable. The allocations have been determined on a reasonable basis; however, the amounts are not necessarily representative of the amounts that would have been reflected in the financial statements had we been an entity that operated independently of Informa. Refer to additional discussion of related party allocations in Note 8. Related Party Transactions.

FS-6

Informa uses a centralized approach to cash management and financing of its operations. As part of Informa, the Business is dependent upon Informa for all of its working capital and financing requirements in the periods presented. Financial transactions with the Parent relating to the Business are accounted for through Net Parent investment. Accordingly, none of the Informa’s cash, cash equivalents or debt at the corporate level has been assigned to the Business in the accompanying condensed combined financial statements.

Net Parent investment, which includes retained earnings, represents Informa’s historical investment in the Business, the accumulated net earnings (losses) after taxes and the net effect of settled transactions with and allocations from the Parent. All significant transactions between the Business and Informa have been included in the accompanying condensed combined financial statements for the six months ended June 30, 2024 and June 30, 2023. Transactions with Informa are reflected in the accompanying condensed combined statements of changes in equity as “Net transfers to Parent” and included in the accompanying condensed combined balance sheets within “Net Parent investment.” As the Business has no common capital structure for the combined business, it has not presented historical earnings per share. All transactions reflected in Net Parent investment by the Business in the accompanying combined balance sheets have been considered as financing activities for purposes of the combined statements of cash flows.

The Business is dependent on the Parent for the majority of its working capital and financing requirements during the periods presented in these condensed combined financial statements. The Parent uses a centralized approach to managing cash and financing its operations. Transactions between the Parent and the Business under this approach are treated as related party short-term debt. All cash and cash equivalent balances held by the Business that are not a part of the centralized cash management approach are legally held by the Business and included in the condensed combined financial statements.

The Business has intercompany financing arrangements with the Parent (“related party debt”). These related party financing arrangements between the Business and the Parent have been included in the accompanying condensed combined financial statements for all periods presented. The Business anticipates these transactions will be settled prior to the consummation of the contemplated Transaction. All other intercompany accounts and transactions between the operations comprising Informa have been eliminated in the accompanying condensed combined financial statements for the six months ended June 30, 2024 and June 30, 2023.

These condensed combined financial statements may not be indicative of the Business’s financial performance and do not necessarily reflect what its results of operations, financial position and cash flows would have been had the Business operated as an independent entity during the periods presented. The amount of actual costs that may have been incurred if the Business were a standalone company would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced and strategic decisions made in areas such as information technology and infrastructure.

The proposed transaction

On January 10, 2024, Informa reached an agreement (“Transaction Agreement”) to combine the Business with US-listed entity TechTarget, Inc. (“TechTarget”) to create a new US-listed company (“NewCo”), a leading platform in B2B data and market access (the “Transaction”).

Upon completion, Informa will contribute the Business and approximately $350.0 million cash in exchange for a 57% majority ownership position in NewCo. TechTarget’s current shareholders will receive approximately $350.0 million in the form of a cash distribution and a 43% ownership interest in NewCo, which will be a US listed business. The cash contribution and distribution are subject to specific adjustments set forth in the Transaction Agreement for changes in net working capital, Target Adjusted EBITDA as defined in the Transaction Agreement, and certain non-current liabilities of the Business.

The Transaction is expected to close in the second half of 2024, subject to certain closing conditions and customary regulatory approvals.

FS-7

Restatement of previously issued financial statements

The Business restated its previously issued interim condensed combined financial statements as of and for the six months ended June 30, 2024, included in the Toro CombineCo Inc. Registration Statement on Form S-4/A, originally filed with the Securities and Exchange Commission on September 4, 2024 (the “Original Interim Report”), to correct the following errors:

Condensed combined statements of income and comprehensive income (loss):

1)	An understatement of $0.5 million and $1.7 million of “Interest expense” and “Interest<br>income”, respectively, on cash pooling arrangements for the six months ended June 30, 2024 in connection with incorrect interest accruals on cash pooling balances in the six months ended June 30, 2024. Part of this correction pertains<br>to prior year, however, it was considered immaterial to the prior periods and the projected current annual period and therefore the accumulated error was adjusted in the six months ended June 30, 2024.
2)	An understatement of $0.5 million of bad debt provision within “General and administrative”<br>expenses due to an incorrect consolidation journal entry for the six months ended June 30, 2024.
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3)	As a result of the tax effect of adjustments 1) and 2) above, income tax benefit decreased less than<br>$0.1 million for the six months ended June 30, 2024.
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Condensed combined balance sheets:

4)	In connection with entry 1) above, an understatement of $1.7 million to “Related party loans<br>receivable”, an understatement of $0.5 million to “Related party short-term debt”, and an understatement of $1.2 million to “Net parent investment”.
5)	In connection with adjustment 2) above, an overstatement of $0.5 million within “Accounts receivable,<br>net of allowance for doubtful accounts”.
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6)	As a result of the tax effect of adjustments 1) and 2) above, “Deferred tax liabilities” increased<br>$0.1 million as of June 30, 2024.
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The Business has restated its condensed combined financial statements for the period ended June 30, 2024 and the impact of the restatement on the condensed combined balance sheets, condensed combined statements of income and comprehensive income (loss), condensed combined statements of cash flows and condensed combined statements of changes in equity is presented in the following tables. The accompanying notes have been updated to reflect the effects of the restatement.

The amounts in the “As Reported” columns below are derived from the Business’s Original Interim Report. The amounts in the “Adjustment” columns present the impact of the adjustments described above. The amounts in the “As Restated” columns are the updated amounts including the impacts of the adjustments identified.

The following table presents the effect of the restatement on the Business’s previously reported condensed combined balance sheets as of June 30, 2024. The values are previously reported were derived from the Business’s Original Interim Report (in thousands).

			June 30, 2024
	Adjustment		As Reported		Adjustment			As Restated
Assets
Current assets:
Accounts receivable, net of allowance for doubtful accounts		5	$	41,251	$	(457	)	$	40,794
Related party loans receivable		4		132,491		1,719			134,210
Total current assets				192,338		1,262			193,600
Total assets			$	946,254	$	1,262		$	947,516
Liabilities and Parent’s equity
Current liabilities:
Related party short-term debt		4		546,267		517			546,784
Total current liabilities				642,004		517			642,521
Deferred tax liabilities		6		12,491		107			12,598
Total non-current liabilities				376,013		107			376,120
Total liabilities			$	1,018,017	$	624		$	1,018,641

FS-8

Parent’s equity:
Net parent investment (deficit)	2, 4, 6		(95,890	)		638		(95,252	)
Total equity (deficit)		$	(71,763	)	$	638	$	(71,125	)
Total liabilities and equity		$	946,254		$	1,262	$	947,516

The following table presents the effect of the restatement on the Business’s previously reported condensed combined statements of income and comprehensive income (loss) for the six months ended June 30, 2024. The values as previously reported were derived from the Business’s Original Interim Report (in thousands).

		For the six months ended<br>June 30, 2024
		As<br><br><br>Reported			Adjustment			As<br><br><br>Restated
Operating expenses:
General and administrative expense	2	$	35,247		$	457		$	35,704
Total operating expenses			120,454			457			120,911
Operating income (loss)			(48,846	)		(457	)		(49,303	)
Interest expense on related party loans	1		(12,276	)		(517	)		(12,793	)
Interest income	1		1,830			1,719			3,549
Loss before provision of income taxes			(58,921	)		745			(58,176	)
Income tax benefit	3		2,901			(41	)		2,860
Net loss			(56,020	)		704			(55,316	)
Total comprehensive loss		$	(54,138	)	$	704		$	(53,434	)

The following table presents the effect of the restatement on the Business’s previously reported condensed combined statements of cash flows for the six months ended June 30, 2024. The values as previously reported were derived from the Business’s Original Interim Report (in thousands).

		For the six months ended<br>June 30, 2024
		As<br><br><br>Reported			Adjustment			AsRestated
Operating activities:
Net income	1, 2, 3	$	(56,020	)	$	704		$	(55,316	)
Provision for income taxes	3		(2,901	)		41			(2,860	)
Net cash (used in) provided by operating activities			(31,441	)		1,202			(30,239	)
Financing activities:
Cash pooling arrangements with Parent	4		17,944			(1,202	)		16,742
Net cash provided by financing activities			32,587			(1,202	)		31,385
Supplemental disclosure of cash flow information:
Cash paid for taxes by Parent			350			(66	)		284

FS-9

The following table presents the effect of the restatement on the Business’s previously reported condensed combined statements of changes in equity for the six months ended June 30, 2024. The values as previously reported were derived from the Business’s Original Interim Report (in thousands).

		For the six months ended<br>June 30, 2024
		As Reported			Adjustment			As Restated
Net parent investment (deficit):
Net income (loss) for the period	1, 2, 3	$	(56,020	)	$	704		$	(55,316	)
Net transfers to Parent	3		19,793			(66	)		19,727
Net parent investment (deficit) balance as of period end		$	(95,890	)	$	638		$	(95,252	)
Total equity (deficit) balance as of period end		$	(71,763	)	$	638		$	(71,125	)

FS-10

Note 2 — Summary of significant accounting policies

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. The Business bases these estimates on historical experience, the current economic environment, and on various other assumptions that are believed to be reasonable under the circumstances. However, uncertainties associated with these estimates exist and actual results may differ from these estimates.

Estimates and underlying assumptions reflected in these condensed combined financial statements are reviewed on an ongoing basis, with changes in estimates recognized in the year in which the estimates are revised and in any future periods affected. Significant estimates include assumptions associated with impairment considerations for goodwill and long-lived assets, estimating the fair value of contingent consideration and determining corporate expense allocations.

Segment reporting

In applying the criteria set forth in ASC 280 - Segment Reporting, and in conjunction with a change in the Business’s operating structure and the manner in which the Business’s Chief Operating Decision Maker (“CODM”) assesses information for decision-making purposes, during the first quarter of 2024, the Business realigned its operating segments and presented with retrospective effect herein. As a result of this, the Business has determined it operates as a single operating and reportable segment. The Business’s CODM is its Chief Executive Officer, who reviews key financial information presented on a combined basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance.

Recent Accounting Pronouncements

There have been no recent accounting standard updates that are material or potentially material to the Business.

Note 3 — Revenue

Revenue

The Business generates revenues by providing market insight and market access to the technology market, including enterprise technology, artificial intelligence, channel, cyber security, media & entertainment and service providers. Revenue is recognized when performance obligations are satisfied by transferring promised goods or services to clients, as determined by applying a five-step process consisting of: 1) identifying the contract, or contracts, with a client, 2) identifying the performance obligations in the contract, 3) determining the transaction price, 4) allocating the transaction price to the performance obligations in the contract, and 5) recognizing revenue when, or as, performance obligations are satisfied.

FS-11

Disaggregated revenue

Revenue by type:

	For the six months<br>ended June 30,
	2024		2023
Marketing, advertising services, and sponsorship	$	69,956		71,238
Intelligence subscription services		37,802		32,287
Advisory services		14,283		13,128
Exhibitor and attendee		237		261
Total revenue	$	122,278	$	116,914
Revenues from external customers		122,124		116,851
Revenues from related parties		154		63

Contract liabilities

The Business’s total contract liabilities as of December 31, 2023 was $24.5 million, of which $12.4 million was recognized as revenue during the six months ended June 30, 2024.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recognized at the amount the Business expects to collect, net of allowance for doubtful accounts. The allowance for doubtful accounts is the Business’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. As of June 30, 2024, and December 31, 2023, the allowance for doubtful accounts was $1.4 million and $1.1 million, respectively, and is recorded in accounts receivable, net, in the accompanying condensed combined balance sheets.

Note 4 — Fair value

Fair value of assets and liabilities

Cash and cash equivalents, accounts receivable, accounts payable, accrued expenses and other current liabilities payable within one year are carried at cost, which approximates fair value due to their short-term nature. The only financial instruments measured at fair value are the contingent considerations relating to the Industry Dive and Canalys acquisitions.

The following table presents the Business’s financial instruments that are measured at fair value as of June 30, 2024 and December 31, 2023:

	June 30, 2024						December 31, 2023
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Contingent consideration, current		—		—		—		—		—		4,937
Contingent consideration, non-current		—		—		40,100		—		—		37,500
Total liabilities		—		—	$	40,100		—		—	$	42,437

Contingent considerations amounts are based on revenue growth for Industry Dive and revenue and cost performance for Canalys (level 3 fair value measurements) and have been estimated on an acquisition-by-acquisition basis using available forecasts (a significant unobservable input). The higher the forecast, the higher the fair value of any contingent consideration (subject to any maximum payout clauses).

FS-12

The fair value of contingent consideration at Industry Dive and Canalys acquisition was calculated using a probability-weighted scenario approach. The estimated range of undiscounted payment in respect of the 2023-2025 arrangement due on the acquisition of Industry Dive as of June 30, 2024 is $48.6 million to $52.9 million. In determining the fair value, the contingent consideration on Industry Dive acquisition was discounted at a rate of 13.2% as of June 30, 2024.

Below is a summary of the changes in the contingent consideration balances for the six months ended June 30, 2024 and 2023:

	For the six months
	ended June 30,
Year-to-date activity	2024			2023
Balance at beginning of the period	$	42,437		$	151,110
Remeasurement		2,663			(98,510	)
Settlements		(5,000	)		—
Balance at end of the period	$	40,100		$	52,600

In the six months ended June 30, 2023, the Business reduced the Industry Dive revenue forecasts to reflect market conditions, which resulted in a lower fair value of the contingent consideration related to the arrangements driving the remeasurement gain. In the six months ended June 30, 2024, the remeasurement loss primarily relates to the unwind of the discount on the contingent consideration, which resulted in a higher fair value of the contingent consideration arrangements.

Contingent consideration related to the acquisition of Canalys was settled in the second quarter of 2024 for $5.0 million by Parent.

Note 5 — Goodwill and long-lived assets

The Business evaluates its long-lived assets, including property, equipment, and intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be fully recoverable. Goodwill is tested for impairment at least annually, during the fourth quarter, or when events and circumstances indicate an impairment may have occurred.

For the six months ended June 30, 2024 and 2023, the Business reviewed its reporting units for indicators of impairment and conducted a quantitative test where such indicators existed. In the first quarter of 2023, the Business reduced the full-year short-term 2023 revenue forecast for the Industry Dive reporting unit when remeasuring the fair value of the contingent consideration. The Business considered this to be an indicator of impairment and conducted a quantitative analysis which concluded that the fair value exceeded the carrying value because the long-term projections of the reporting unit remained unchanged based on expectations at the time of the test.

In the second quarter of 2023, on the back of challenging macro-economic conditions, long-term revenue projections were revised for the Industry Dive business, lowering expectations for its core email and website sponsorship/advertising products to reflect more constrained budgets among key customers. Following this change in assumptions, a quantitative impairment analysis was performed for the Industry Dive reporting unit, which indicated its carrying value now exceeded its fair value. Therefore, a goodwill impairment charge of $130.1 million was recognized. The Business recognized $2.0 million and $0.2 million of impairment to operating lease right-of-use assets in the six months ended June 30, 2024 and 2023, respectively, due to the Business vacating certain leased properties. There was no impairment to other long-lived assets in the periods presented.

FS-13

Note 6 — Income taxes

The Business measures its interim period tax using an estimated annual effective tax rate and adjustments for discrete events that occur during the interim period. The Business recorded income tax benefit of $2.9 million and $6.2 million for the six months ended June 30, 2024 and 2023, respectively. The tax benefit for the six months ended June 30, 2024 decreased by $3.3 million, as compared to the same period in 2023, primarily due to non-deductible acquisition and integration costs in 2024.

Note 7 — Post-retirement and other employee benefits

The Business has no post-retirement pension plans; however certain of its employees are eligible to participate in the Parent’s defined contribution pension plan. The Parent operates a defined contribution pension plan in the United States, United Kingdom and in certain other countries. The assets of the plan are held by independent custodians and are kept entirely separate from the assets of the Parent. The pension charge represents contributions due from the employer, and the amount incurred represents the charge for the employees of the Business who are part of the pensions plan. Pension charge has been allocated to the Business based on employee headcount. During the six months ended June 30, 2024 and 2023, the total Business charge amounted to $2.5 million and $2.2 million, respectively.

Note 8 — Related party transactions

Allocationsof expenses prior to the separation

The Business has historically operated as part of the Parent and not as a standalone company. Certain shared costs have been allocated to the Business by the Parent and are reflected as expenses in these condensed combined financial statements.

Management considers the allocation methodologies used to be reasonable and appropriate reflections of the related expenses attributable to the Business for purposes of the condensed combined financial statements; however, the expenses reflected in the accompanying condensed combined financial statements may not be indicative of the actual expenses that would have been incurred during the periods presented if the Business had operated as a separate standalone entity and the expenses that will be incurred in the future by the Business.

The amount of actual costs that may have been incurred if the Business were a standalone company is not practicable to estimate as it would depend on a number of factors, including its chosen organizational structure, which functions were performed by its employees or outsourced; and strategic decisions made in areas such as information technology and infrastructure.

Corporate expense allocations

Certain corporate overhead and other shared expenses incurred by the Parent and its subsidiaries have been allocated to the Business and are reflected in the accompanying condensed combined statements of income and comprehensive income. These amounts include, but are not limited to, items such as general management and executive oversight, costs incurred at the Parent level to support the Business’s information technology infrastructure, facilities, compliance, human resources, operations, and legal functions and financial management and transaction processing, including public company consolidated reporting, consolidated tax filings and tax planning, risk management and consolidated treasury services, certain employee benefits and incentives, and stock-based compensation administration. These costs are allocated using a methodology that management believes is reasonable for the item being allocated. Allocation methodologies include the Business’s relative share of revenues, headcount, usage, or functional spend as a percentage of the total.

The amounts of related party expenses allocated to the Business from the Parent and its subsidiaries for the six months ending June 30, 2024 and 2023 are $16.9 million and $15.4 million, respectively, and are recognized in general and administrative expenses in the condensed combined statements of income and comprehensive income (loss).

FS-14

Further, in the six months ending June 30, 2024, the Parent incurred $27.0 million of costs related to the proposed transaction described in Note 1 – Business overview and basis of presentation. These costs were paid by the Parent and allocated to the Business. The costs are included in acquisition and integration expenses in the accompanying condensed combined statements of income and comprehensive income (loss) and relate primarily to legal, professional accounting and advisory services.

Revenue and other transactions entered into in the ordinary course of business

The Business entered into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $0.2 million and $0.1 million during the six months ended June 30, 2024 and 2023, respectively. The cost of revenues related to the sales between the Business and the Parent were not material during the six months ended June 30, 2024 and 2023.

Debt financing

The Business entered into related party loan arrangements with the Parent to finance its operations and acquisitions. Debt arrangements between the Business and the Parent have been included in the accompanying condensed combined financial statements for all periods presented. The Business anticipates these debt arrangements will be settled prior to the consummation of the Transaction.

Loans from the Parent to the Business with maturity within one year have been recorded as related-party short- term debt in the accompanying condensed combined balance sheets, with interest rate of 4.25% per annum. Loans from Parent to the Business with maturities ranging between November 30, 2026 and August 31, 2027 have been recorded as related party long-term debt in the accompanying condensed combined balance sheets, with fixed interest rates ranging between 7% and 8% per annum.

Some of the Parent entities are responsible for making certain payments on behalf of the Business for expenses such as payroll and supplier invoices. These arrangements are financing in nature as the payments have been made by the Parent for the Business. The Business is obligated to repay these balances on demand and therefore these balances are classified as related party short-term debt on the condensed combined balance sheets. These balances are not interest bearing, do not have specific repayment terms and are repaid on a non-routine basis.

Related-party loans receivable and debt related to debt financing are recorded in the accompanying condensed combined balance sheets as follows:

	June 30,		December 31,
	2024		2023
Related party long-term debt	$	309,237	$	309,237
Related party short-term debt	$	53,831	$	43,801

Cash pooling arrangement

The Parent uses a centralized approach to cash management and financing of its operations. The majority of the Business’s cash is transferred to the Parent on a regular basis, and the Parent funds the Business’s operating and investing activities as needed. Transfers of cash to and from the Parent’s cash management system are reflected as related party loan receivables and short-term debt on the condensed combined balance sheets.

Related party loans receivable and short-term debt related to cash pooling arrangements are recorded in the accompanying condensed combined balance sheets as follows:

	June 30,		December 31,
	2024		2023
Related party loans receivable	$	134,210	$	104,249
Related party short-term debt	$	492,953	$	459,071

FS-15

Interest income and interest expense

Interest income and interest expense on debt financing and cash pooling arrangements are recorded within interest income and interest expense on related party debt, respectively within the accompanying condensed combined statements of income and comprehensive income (loss) as follows:

	For the six months
	ended June 30,
	2024		2023
Interest expense on related party loans payable	$	12,793	$	12,070
Interest income on related party loans receivable		2,947		1,248

The accrued interest related to short-term and long-term debt to Parent was $0.6 million and $1.6 million as of June 30, 2024 and December 31, 2023, respectively, and are recorded in Related party payables within the accompanying combined balance sheets. There was no accrued interest related to cash pooling arrangements since interest is accrued directly to the cash pooling accounts.

Related party receivables and payables

The Business has receivables and payables with the Parent arising from transactions entered into in the ordinary course of business with the Parent, such as related party sales, shared and corporate cost recharges, including payroll and employee related costs, acquisition and integration costs and central operating costs. Related party receivables and payables are recorded in the accompanying condensed combined balance sheets as follows:

	June 30,		December 31,
	2024		2023
Related party receivables	$	3,666	$	4,140
Related party payables	$	28,079	$	32,390

Settlement patterns of related party payables vary from transaction to transaction and are repaid on a non-routine basis. Changes in related party receivables and payables are presented in operating activities in the condensed combined statement of cash flows.

Letter of Support from the Parent

The Parent will provide financial support to the Business such that the Business is able to operate as a going concern and to settle its liabilities as they fall due. This financial support will include:

•	advancing further amounts to the Business as required to meet funding requirements; and
•	waiving the obligation to repay all related party liabilities with the Parent unless or until adequate<br>alternative financing has been secured by the Business
---	---

On completion of the contemplated Transaction, all related party balances between the Business and the Parent will be settled and this financial support will no longer be in place.

Note 9 — Commitments and contingencies

Contingent liabilities

The Business has liabilities with respect to contingent consideration payments under the Industry Dive business acquisition contract. As part of the Transaction, the contingent consideration liability will be settled by the Parent. See Note 4. Fair value for further information.

FS-16

Legal matters

From time to time, the Business may be subject to legal actions and claims in the ordinary course of business. Management does not believe that the outcome of such proceedings will have a materially adverse effect on the Business’s financial position, results of operations or cash flows. Legal fees and other costs related to litigation and other legal proceedings are expensed as incurred and are included in general and administrative expenses in the accompanying condensed combined statements of income and comprehensive income (loss).

Note 10— Subsequent events

The Business has evaluated subsequent events through September 4, 2024, the date the condensed combined financial statements were available to be issued.

FS-17

EX-99.2

Exhibit 99.2

INDEX TO CONDENSED COMBINED INTERIM FINANCIAL STATEMENTS

Informa Tech Digital Businesses of Informa PLC Unaudited Interim Condensed Combined Financial

Statements:

Condensed Combined Balance Sheets	FS-2
Condensed Combined Statements of Income and Comprehensive Income (Loss)	FS-3
Condensed Combined Statements of Changes in Equity	FS-4
Condensed Combined Statements of Cash Flows	FS-5
Notes to the Condensed Combined Interim Financial<br>Statements	FS-6

FS-1

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED BALANCE SHEETS

(Expressed in thousands of U.S. Dollars)

(Unaudited)

			December 31,2023
Assets		****
Current assets:
Cash and cash equivalents	9,452		$	10,789
Accounts receivable, net of allowance for doubtful accounts of 1,349 and 1,083,<br>respectively	42,477			38,788
Related party receivables	4,201			4,140
Related party loans receivables	120,074			104,249
Prepaid expenses and other current assets	6,023			6,320
Total current assets	182,227			164,286
Non-current assets:
Property and equipment, net	2,838			3,229
Goodwill	467,062			467,476
Intangible assets, net	287,872			293,859
Operating lease<br>right-of-use assets	2,771			5,173
Deferred tax assets	997			337
Total non-current assets	761,540			770,074
Total assets	943,767		$	934,360
Liabilities and Parent’ Equity
Current liabilities:
Accounts payable	3,630		$	5,050
Related party payables	41,119			32,390
Contract liabilities	34,753			24,489
Operating lease liabilities	2,411			2,664
Accrued expenses and other current liabilities	6,545			6,013
Accrued compensation expenses	9,246			12,759
Income taxes payable	3,701			3,485
Related party short-term debt	520,435			502,872
Contingent consideration	5,000			4,937
Total current liabilities	626,840			594,659
Non-current liabilities:
Operating lease liabilities	2,633			3,010
Other liabilities	11,827			12,080
Deferred tax liabilities	12,406			15,292
Related party long-term debt	309,237			309,237
Contingent consideration	38,700			37,500
Total non-current liabilities	374,803			377,119
Total liabilities	1,001,643		$	971,778
Commitments and contingencies (see Note 9)
Parent’s equity:
Net Parent investment (deficit)	(82,672	)		(59,663	)
Accumulated other comprehensive income	24,796			22,245
Total equity (deficit)	(57,876	)		(37,418	)
Total liabilities and equity	943,767		$	934,360

All values are in US Dollars.

The accompanying notes form an integral part of these condensed combined financial statements.

FS-2

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(Expressed in thousands of U.S. Dollars)

(Unaudited)


			2023
			(As Restated)
Revenues	59,293		$	56,082
Cost of revenues	(23,969	)		(22,979	)
Gross profit	35,324			33,103
Operating expenses:
Selling and marketing	13,807			13,660
General and administrative	18,635			16,856
Product development	3,019			2,906
Depreciation	403			151
Amortization, excluding amortization included in cost of revenues of 102 and nil	7,962			7,543
Impairment of long-lived assets	1,864			159
Acquisition and integration costs	7,753			1,218
Remeasurement of contingent consideration	1,263			(86,410	)
Total operating expenses (income)	54,706			(43,917	)
Operating income (loss)	(19,382	)		77,020
Interest expense on related party loans	(6,591	)		(5,998	)
Interest income	2,319			707
Other (expense) income, net	218			(369	)
Income (loss) before provision for income taxes	(23,436	)		71,360
Income tax benefit	2,955			5,122
Net income (loss)	(20,481	)	$	76,482
Other comprehensive income (loss):
Foreign currency translation gain (loss)	2,551			(10,093	)
Total other comprehensive income (loss)	(17,930	)	$	66,389

All values are in US Dollars.

The accompanying notes form an integral part of these condensed combined financial statements.

FS-3

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED STATEMENTS OF CHANGES IN EQUITY

(Expressed in thousands of U.S. Dollars)

(Unaudited)

	Net Parentinvestment(deficit)			Accumulatedothercomprehensiveincome (loss)			Totalequity(Deficit)
Balance as of December 31, 2022	$	(45,708	)	$	42,742		$	(2,966	)
Net income for the period (As Restated)		76,482			—			76,482
Other comprehensive loss		—			(10,093	)		(10,093	)
Net transfers from Parent (As Restated)		6,696			—			6,696
Balance as of March 31, 2023 (As Restated)	$	37,470		$	32,649		$	70,119
	Net Parentinvestment(deficit)			Accumulatedothercomprehensiveincome (loss)			Totalequity(Deficit)
Balance as of December 31, 2023	$	(59,663	)	$	22,245		$	(37,418	)
Net loss for the period (As Restated)		(20,481	)		—			(20,481	)
Other comprehensive income		—			2,551			2,551
Net transfers from Parent (As Restated)		(2,528	)		—			(2,528	)
Balance as of March 31, 2024 (As Restated)	$	(82,672	)	$	24,796		$	(57,876	)

The accompanying notes form an integral part of these condensed combined financial statements.

FS-4

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

(Expressed in thousands of U.S. Dollars)

(Unaudited)

	For the three monthsended March 31,
	2024			2023
	(As Restated)			(As Restated)
Operating activities:
Net income (loss)	$	(20,481	)	$	76,482
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation		403			151
Amortization		8,064			7,543
Change in provision for bad debts		814			(513	)
Operating lease expense		658			605
Stock-based compensation expense		266			315
Provision for income taxes		(2,955	)		(5,122	)
Impairment of long-lived assets		1,864			159
Loss (gain) on disposal of long-lived assets		39			3
Remeasurement of contingent consideration		1,263			(86,410	)
Changes in assets and liabilities:
Accounts receivable		(4,791	)		8,214
Prepaid expenses and other current assets		191			937
Related party receivables		(61	)		(303	)
Accounts payable		(1,376	)		(3,170	)
Accrued expenses and other current liabilities		(3,385	)		(2,332	)
Operating lease liabilities		(748	)		(643	)
Contract liabilities		10,498			5,372
Other liabilities		(241	)		21
Related party payables		8,425			2,290
Net cash provided by (used in) operating activities		(1,553	)		3,599
Investing activities:
Purchases of property and equipment		(106	)		(46	)
Purchases of intangible assets		(1,666	)		(1,311	)
Net cash used in investing activities		(1,772	)		(1,357	)
Financing activities:
Cash pooling arrangements with Parent		5,741			(7,356	)
Net transfers from (to) Parent		(3,540	)		4,176
Net cash provided by (used in) financing activities		2,201			(3,180	)
Effect of exchange rate changes on cash and cash equivalents		(213	)		(136	)
Net decrease in cash and cash equivalents		(1,337	)		(1,074	)
Cash and cash equivalents at the beginning of the period		10,789			7,142
Cash and cash equivalents at the end of the period	$	9,452		$	6,068
Supplemental disclosure of cash flow information:
Cash paid for taxes by Parent		324			2,067
Cash paid for interest		9			10
Non-cash investing and financingactivities:
Intangible asset purchases included in accrued expenses and other current liabilities		—			—

The accompanying notes form an integral part of these condensed combined financial statements.

FS-5

INFORMA TECH DIGITAL BUSINESSES OF INFORMA PLC

NOTES TO THE CONDENSED COMBINED FINANCIAL STATEMENTS

(Expressed in thousands of U.S. Dollars — unless stated otherwise)

(Unaudited)

Note 1 — Business overview and basis ofpresentation

Nature of business

Basis of presentation and principles of combination

FS-6

Net Parent investment, which includes retained earnings, represents Informa’s historical investment in the Business, the accumulated net earnings (losses) after taxes and the net effect of settled transactions with and allocations from the Parent. All significant transactions between the Business and Informa have been included in the accompanying condensed combined financial statements for the three months ended March 31, 2024 and March 31, 2023. Transactions with Informa are reflected in the accompanying condensed combined statements of changes in equity as “Net transfers to Parent” and included in the accompanying condensed combined balance sheets within “Net Parent investment.” As the Business has no common capital structure for the combined business, it has not presented historical earnings per share. All transactions reflected in Net Parent investment by the Business in the accompanying combined balance sheets have been considered as financing activities for purposes of the combined statements of cash flows.

The Business has intercompany financing arrangements with the Parent (“related party debt”). These related party financing arrangements between the Business and the Parent have been included in the accompanying condensed combined financial statements for all periods presented. The Business anticipated these transactions will be settled prior to the consummation of the completed transaction. All other intercompany accounts and transactions between the operations comprising Informa have been eliminated in the accompanying condensed combined financial statements for the three months ended March 31, 2024 and March 31, 2023.

The proposed transaction

The Transaction is expected to close in the second half of 2024, subject to certain closing conditions and customary regulatory approvals.

FS-7

Restatement of previously issued financial statements

The Business restated its previously issued interim condensed combined financial statements as of and for the three months ended March 31, 2024 and 2023, included in the Toro CombineCo Inc. Registration Statement on Form S-4, originally filed with the Securities and Exchange Commission on June 27, 2024 (the “Original Interim Report”), to correct the following errors:

Condensed combined statements of income and comprehensive income (loss):

1)	An overstatement of $0.4 million and an understatement of $0.3 million of allocated corporate costs<br>from Parent within “General and administrative” expenses for the three months ended March 31, 2024 and 2023, respectively, in connection with an incorrect calculation related to carve-out<br>activities and balances.
2)	An understatement of $6.1 million of transaction costs within “Acquisition and integration<br>costs” for the three months ended March 31, 2024, in connection with the proposed transaction.
---	---
3)	An understatement of $0.5 million and $1.6 million of “Interest expense” and “Interest<br>income”, respectively, on cash pooling arrangements for the three months ended March 31, 2024 in connection with incorrect interest accruals on cash pooling balances in the three months ended March 31, 2024. Part of this correction<br>pertains to prior year, however, it was considered immaterial to the prior periods and the projected current annual period and therefore the accumulated error was adjusted in the three months ended March 31, 2024.
---	---
4)	An understatement of $0.5 million of bad debt provision within “General and administrative”<br>expenses due to an incorrect consolidation journal entry for the three months ended March 31, 2024.
---	---
5)	As a result of the tax effect of adjustments 1), 2), 3) and 4) above, “Income tax benefit” increased<br>$0.7 million for the three months ended March 31, 2024. The increase in income tax benefit for the three months ended March 31, 2023 was immaterial.
---	---

Condensed combined balance sheets:

6)	A misclassification of $2.6 million between “Accounts payable” and “Accounts receivable,<br>net of allowance for doubtful accounts” in the condensed combined balance sheet as of March 31, 2024 in connection with an incorrect consolidation journal entry related to the classification of<br>carve-out activity and balances.
7)	A misclassification of $0.8 million between “Contract liabilities” and “Prepaid expenses<br>and other current assets” in the condensed combined balance sheet as of March 31, 2024 in connection with an incorrect consolidation journal entry related to the classification of carve-out activity<br>and balances.
---	---
8)	A misclassification of $2.1 million between “Accounts receivable, net of allowance for doubtful<br>accounts” and “Contract liabilities” in the condensed combined balance sheet as of March 31, 2024 in connection with an incorrect consolidation journal entry related to the classification of<br>carve-out activity and balances.
---	---
9)	An understatement of $1.0 million in “Net parent investment” and a corresponding overstatement<br>of “Accounts receivable, net of allowance for doubtful accounts”, resulting from an incorrect journal entry.
---	---
10)	In connection with adjustment 3) above, an understatement of $1.6 million in “Related party loans<br>receivable”, an understatement of $0.5 million in “Related party short-term debt” and an understatement of $1.1 million in “Net parent investment”.
---	---
11)	In connection with adjustment 4) above, an overstatement of $0.5 million within “Accounts receivable,<br>net of allowance for doubtful accounts”.
---	---
12)	As a result of the tax effect of adjustments 1), 2), 3) and 4) above, “Deferred tax liabilities”<br>decreased $0.8 million as of March 31, 2024. The resulting tax effect as of March 31, 2023 was immaterial.
---	---

FS-8

The adjustments described above in turn resulted in adjustments to the preparation of the condensed combined statement of cash flows and condensed combined statements of changes in equity, as shown in the tables below. In addition, the following prior period balance sheet classification errors resulted in adjustments to the Condensed combined statements of cash flows:

13)	A misclassification of $0.5 million between “Accrued compensation expenses” and “Net parent<br>investment” in the combined balance sheets as of March 31, 2023, in connection with an incorrect consolidation journal entry related to the classification of carve-out activity and balances.<br>
14)	A misclassification of $3.9 million between “Related party loans receivables” and “Related<br>party payables” in the combined balance sheets as of December 31, 2022, in connection with an incorrect consolidation journal entry related to the classification of carve-out activity and balances.<br>
---	---
15)	A misclassification of $0.9 and $0.3 million between “Related party loans receivables” and<br>“Net parent investment” in the combined balance sheets as of December 31, 2023 and 2022, respectively, in connection with an incorrect consolidation journal entry related to the classification of<br>carve-out activity and balances.
---	---

The Business has restated its condensed combined financial statements for the periods ended March 31, 2024 and 2023 and the impact of the restatement on the condensed combined balance sheets, condensed combined statements of income and comprehensive income (loss), condensed combined statements of cash flows and condensed combined statements of changes in equity is presented in the following tables. The accompanying notes have been updated to reflect the effects of the restatement.

The following table presents the effect of the restatement on the Business’s previously reported condensed combined balance sheets as of March 31, 2024. The values are previously reported were derived from the Business’s Original Interim Report (in thousands).

			March 31, 2024
	Adjustment		As Reported			Adjustment			As Restated
Assets
Current assets:
Accounts receivable, net of allowance for doubtful accounts		6, 8, 9, 11	$	44,476		$	(1,999	)	$	42,477
Related party loans receivable		10		118,497			1,577			120,074
Prepaid expenses and other current assets		7		6,779			(756	)		6,023
Total current assets				183,405			(1,178	)		182,227
Total assets			$	944,945		$	(1,178	)	$	943,767
Liabilities and Parent’s equity
Current liabilities:
Accounts payable		6		6,251			(2,621	)		3,630
Contract liabilities		7, 8		33,429			1,324			34,753
Related party short-term debt		10		519,917			518			520,435
Total current liabilities				627,619			(779	)		626,840
Deferred tax liabilities		12		13,189			(783	)		12,406
Total non-current liabilities				375,586			(783	)		374,803
Total liabilities			$	1,003,205		$	(1,562	)	$	1,001,643
Parent’s equity:
Net parent investment (deficit)		1, 2, 9, 10,<br>11, 12		(83,056	)		384			(82,672	)
Total equity (deficit)			$	(58,260	)	$	384		$	(57,876	)
Total liabilities and equity			$	944,945		$	(1,178	)	$	943,767

FS-9

The following table presents the effect of the restatement on the Business’s previously reported condensed combined statements of income and comprehensive income (loss) for the three months ended March 31, 2024 and 2023. The values as previously reported were derived from the Business’s Original Interim Report (in thousands).

			For the three months ended
			March 31, 2024									March 31, 2023
	Adjustment		AsReported			Adjustment			AsRestated			AsReported			Adjustment			AsRestated
Operating expenses:
General and administrative expense		1, 4	$	18,548		$	87		$	18,635		$	16,552		$	304		$	16,856
Acquisition and integration costs		2		1,698			6,055			7,753
Total operating expenses				48,564			6,142			54,706			(44,221	)		304			(43,917	)
Operating income (loss)				(13,240	)		(6,142	)		(19,382	)		77,324			(304	)		77,020
Interest expense on related party loans		3		(6,074	)		(517	)		(6,591	)
Interest income		3		743			1,576			2,319
Income (loss) before provision of income taxes				(18,353	)		(5,083	)		(23,436	)		71,664			(304	)		71,360
Income tax benefit		5		2,223			732			2,955			5,105			17			5,122
Net income (loss)				(16,130	)		(4,351	)		(20,481	)		76,769			(287	)		76,482
Total comprehensive income (loss)			$	(13,579	)	$	(4,351	)	$	(17,930	)	$	66,676		$	(287	)	$	66,389

FS-10

The following table presents the effect of the restatement on the Business’s previously reported condensed combined statements of cash flows for the three months ended March 31, 2024 and 2023. The values as previously reported were derived from the Business’s Original Interim Report (in thousands).

			For the three months ended
			March 31, 2024									March 31, 2023
	Adjustment		AsReported			Adjustment			AsRestated			AsReported			Adjustment			AsRestated
Operating activities:
Net income		1, 2, 3, 4, 5	$	(16,130	)	$	(4,351	)	$	(20,481	)	$	76,769		$	(287	)	$	76,482
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Release of provision for bad debt		4		357			457			814
Provision for income taxes		5		(2,223	)		(732	)		(2,955	)		(5,105	)		(17	)		(5,122	)
Changes in assets and liabilities:
Accounts receivable		6, 8		(5,333	)		542			(4,791	)		2,732			5,482			8,214
Prepaid expenses and other current assets		7		(565	)		756			191
Accounts payable		6		1,246			(2,622	)		(1,376	)		3,462			(6,632	)		(3,170	)
Accrued expenses and other liabilities		13											(1,873	)		(459	)		(2,332	)
Contract liabilities		7, 8		9,173			1,325			10,498			4,221			1,151			5,372
Related party payables		14											6,195			(3,905	)		2,290
Net cash (used in) provided by operating activities				3,072			(4,625	)		(1,553	)		8,266			(4,667	)		3,599
Financing activities:
Cash pooling arrangements with Parent		10, 14, 15		7,653			(1,912	)		5,741			(10,965	)		3,609			(7,356	)
Net transfers (to) from Parent		1, 2, 13, 15		(10,077	)		6,537			(3,540	)		3,118			1,058			4,176
Net cash provided by financing activities			$	(2,424	)	$	4,625		$	2,201		$	(7,847	)	$	4,667		$	(3,180	)
Supplemental disclosure of cash flow information:
Cash paid for taxes by Parent		5											2,016			51			2,067

The following table presents the effect of the restatement on the Business’s previously reported condensed combined statements of changes in equity for the three months ended March 31, 2024 and 2023. The values as previously reported were derived from the Business’s Original Interim Report (in thousands).

			For the three months ended
			March 31, 2024									March 31, 2023
	Adjustment		AsReported			Adjustment			AsRestated			AsReported		Adjustment			AsRestated
Net parent investment (deficit):
Net income (loss) for the period		1, 2, 3, 4, 5	$	(16,130	)	$	(4,351	)	$	(20,481	)	$	76,769	$	(287	)	$	76,482
Net transfers from Parent		1, 2, 9, 10		(9,116	)		6,588			(2,528	)		5,585		1,111			6,696
Net parent investment (deficit) balance as of period end				(83,056	)		384			(82,672	)		37,942		(472	)		37,470
Total equity (deficit) balance as of period end			$	(58,260	)	$	384		$	(57,876	)	$	70,591	$	(472	)	$	70,119

FS-11

Note 2 — Summary of significant accounting policies

Use of estimates

Segment reporting

In applying the criteria set forth in ASC 280—Segment Reporting, and in conjunction with a change in the Business’s operating structure and the manner in which the Business’s Chief Operating Decision Maker (“CODM”) assesses information for decision-making purposes, as of March 31, 2024, the Business has realigned its operating segments and presented with retrospective effect herein. As a result of this, the Business has determined it operates as a single operating and reportable segment. The Business’s CODM is its Chief Executive Officer, who reviews key financial information presented on a combined basis for the purposes of making operating decisions, allocating resources, and evaluating financial performance.

Recent Accounting Pronouncements

There have been no recent accounting standard updates that are material or potentially material to the Business.

Note 3 — Revenue

Revenue

FS-12

Disaggregated revenue

Revenue by type:

	For the three monthsended March 31,
	2024		2023
Marketing, advertising services, and sponsorship		34,215		33,639
Intelligence subscription services		18,658		16,038
Advisory services		6,249		6,242
Exhibitor and attendee		171		163
Total revenue	$	59,293	$	56,082
Revenues from external customers		59,209		56,057
Revenues from related parties		84		25

Contract liabilities

The Business’s total contract liabilities as of December 31, 2023 was $24.5 million, of which $6.9 million was recognized as revenue during the three months ended March 31, 2024.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are recognized at the amount the Business expects to collect, net of allowance for doubtful accounts. The allowance for doubtful accounts is the Business’s best estimate of the amount of probable credit losses in its existing accounts receivable. The allowance for doubtful accounts is reviewed on a regular basis, and all past due balances are reviewed individually for collectability. Account balances are written-off against the allowance once all means of collection have been exhausted and the potential for recovery is considered remote. Provisions for doubtful accounts are recorded in general and administrative expense. As of March 31, 2024, and December 31, 2023, the allowance for doubtful accounts was $1.3 million and $1.1 million, respectively, and is recorded in accounts receivable, net, in the accompanying condensed combined balance sheets.

FS-13

Note 4 — Fair value

Fair value of assets and liabilities

The following table presents the Business’s financial instruments that are measured at fair value as of March 31, 2024 and December 31, 2023:

	March 31, 2024						December 31, 2023
	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Contingent consideration – current		—		—		5,000		—		—		4,937
Contingent consideration – non-current		—		—		38,700		—		—		37,500
Total liabilities		—		—	$	43,700		—		—	$	42,437

The fair value of contingent consideration at Industry Dive and Canalys acquisition was calculated using a probability-weighted scenario approach. The estimated range of undiscounted payment in respect of the 2023-2025 arrangement due on the acquisition of Industry Dive as of March 31, 2024 is $48.5 million to $52.7 million. In determining the fair value, the contingent consideration on Industry Dive acquisition was discounted at a rate of 13.2% as of March 31, 2024.

Contingent consideration related to the acquisition of Canalys will be settled in the second quarter of 2024 and was not discounted. The estimated settlement amount is $5.0 million.

Below is a summary of the changes in the contingent consideration balances for the three months ended March 31, 2024 and 2023:

	For the three monthsended March 31,
Year-to-date activity	2024		2023
Balance at beginning of the period	$	42,437	$	151,110
Remeasurement		1,263		(86,410	)
Balance at end of the period	$	43,700	$	64,700

In the three months ended March 31, 2023, the Business reduced the Industry Dive short-term 2023 revenue forecast to reflect expected temporary market conditions at the time, which resulted in a lower fair value of the contingent consideration related to the 2023 arrangement.

Note 5 — Goodwill and long-lived assets

FS-14

For the three months ended March 31, 2024 and 2023, the Business reviewed its reporting units for indicators of impairment and conducted a quantitative test where such indicators existed. As discussed in Note 4. Fair value, at the period ended March 31, 2023, the Business reduced the full-year short-term 2023 revenue forecast for the Industry Dive reporting unit when remeasuring the fair value of the contingent consideration. The Business considered this to be an indicator of impairment and conducted a quantitative analysis which concluded that the fair value exceeded the carrying value because the long-term projections of the reporting unit remained unchanged based on expectations at the time of the test.

The Business recognized $1.9 million and $0.2 million of impairment to operating lease right-of-use assets in the three months ended March 31, 2024 and 2023, respectively, due to the Business vacating certain leased properties. There was no impairment to other long-lived assets in the periods presented.

Note 6 — Income taxes

The Business measures its interim period tax using an estimated annual effective tax rate and adjustments for discrete events that occur during the interim period. The Business recorded income tax benefit of $3.0 million and $5.1 million for the three months ended March 31, 2024 and 2023, respectively. The tax benefit for the three months ended March 31, 2024 decreased by $2.1 million, as compared to the same period in 2023, primarily due to a change from pre-tax income in 2023 to pre-tax loss in 2024 and the impact of non-taxable contingent consideration in 2023.

Note 7 — Post-retirement and other employee benefits

The Business has no post-retirement pension plans; however certain of its employees are eligible to participate in the Parent’s defined contribution pension plan. The Parent operates a defined contribution pension plan in the United States, United Kingdom and in certain other countries. The assets of the plan are held by independent custodians and are kept entirely separate from the assets of the Parent. The pension charge represents contributions due from the employer, and the amount incurred represents the charge for the employees of the Business who are part of the pensions plan. Pension charge has been allocated to the Business based on employee headcount. During the three months ended March 31, 2024 and 2023, the total Business charge amounted to $1.3 million and $1.1 million, respectively.

Note 8 — Related party transactions

Allocationsof expenses prior to the separation

FS-15

Corporate expense allocations

The amounts of related party expenses allocated to the Business from the Parent and its subsidiaries for the three months endings March 31, 2024 and 2023 are $8.5 million and $8.4 million, respectively, and are recognized in general and administrative expenses in the condensed combined statements of income and comprehensive income (loss).

Further, in the three months ending March 31, 2024, the Parent incurred $6.1 million of costs related to the proposed transaction described in Note

Business overview and basis of presentation. These costs were paid by the Parent and allocated to the Business. The costs are included in acquisition and integration expenses in the accompanying condensed combined statements of income and comprehensive income (loss) and relate primarily to legal, professional accounting and advisory services.

Revenue and other transactions entered intoin the ordinary course of business

The Business entered into revenue arrangements in the ordinary course of business with the Parent and its affiliates, which resulted in recording revenue of $0.1 million during the three months ended March 31, 2024. Revenue related to contracts entered into with the Parent and its affiliates were immaterial for the three months ended March 31, 2023. The cost of revenues related to the sales between the Business and the Parent were not material during the three months ended March 31, 2024 and 2023.

Debt financing

FS-16

Related-party loans receivable and debt related to debt financing are recorded in the accompanying condensed combined balance sheets as follows:

	March 31,2024		December 31,2023
Related party long-term debt	$	309,237	$	309,237
Related party short-term debt	$	49,187	$	43,801

FS-17

Cash pooling arrangement

Related party loans receivable and short-term debt related to cash pooling arrangements are recorded in the accompanying condensed combined balance sheets as follows:

	March 31,2024		December 31,2023
Related party loans receivable	$	120,074	$	104,249
Related party short-term debt	$	471,248	$	459,071

Interest income and interest expense

	For the three monthsended March 31,
	2024		2023
Interest expense on related party loans payable	$	6,591	$	5,998
Interest income on related party loans receivable		2,114		701

The accrued interest related to short-term and long-term debt to Parent was $7.6 million and $1.6 million as of March 31, 2024 and December 31, 2023, respectively, and are recorded in Related party payables within the accompanying combined balance sheets. There was no accrued interest related to cash pooling arrangements since interest is accrued directly to the cash pooling accounts.

Related party receivables and payables

	March 31,2024		December 31,2023
Related party receivables	$	4,201	$	4,140
Related party payables	$	41,119	$	32,390

FS-18

Letter of Support from the Parent

•	advancing further amounts to the Business as required to meet funding requirements; and
•	waiving the obligation to repay all related party liabilities with the Parent unless or until adequate<br>alternative financing has been secured by the Business
---	---

On completion of the contemplated Transaction, all related party balances between the Business and the Parent will be settled and this financial support will no longer be in place.

Note 9 — Commitments and contingencies

Contingent liabilities

The Business has liabilities with respect to contingent consideration payments under various business acquisition contracts. As part of the Transaction, the contingent consideration liability will be settled by the Parent. See Note 4. Fair value for further information.

Legal matters

Note 10 — Subsequent events

The Business has evaluated subsequent events through June 27, 2024, the date the condensed combined financial statements were available to be issued.

FS-19

EX-99.3

Exhibit 99.3

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE INFORMA TECH DIGITAL BUSINESSES

The following discussion and analysis is based principally on, and should be read in conjunction with, the Informa Tech Digital BusinessesAudited Financial Statements and the Informa Tech Digital Businesses Interim Financial Statements for the three months ended March 31, 2024 and 2023, collectively referred to herein as the “combined financial statements”.

This discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks, uncertainties andother factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in theRisk Factors included in Exhibit 99.2 to the Current Report on Form 8-K filed by TechTarget, Inc. with the Securities and Exchange Commission (“SEC”) on December 3, 2024 (the “Form 8-K”) and under the heading “Cautionary Note Regarding Forward-Looking Statements” in Item 8.01 of the Form 8-K..

The Informa Tech Digital Businesses restated its previously issued discussion and analysis as of and for the three months endedMarch 31, 2024 and 2023, included in the Toro CombineCo Inc. Registration Statement on Form S-4, originally filed with the Securities and Exchange Commission on June 27, 2024 (the “Original Interim Report”), to reflect therestatements as discussed in “Note 1 – Business overview and basis of presentation – Restatement of previously issued financial statements” in the Informa Tech Digital Businesses unaudited condensed combined interimfinancial statements as of and for the three months ended March 31, 2024 and 2023 included elsewhere in this Form 8-K.

Overview

Background

The Informa Tech Digital Businesses (“the Business”) help technology companies accelerate growth through first party business-to-business (“B2B”) data, market insight and market access, with revenues for the Informa Tech Digital Businesses increasing to over $250 million from 2021 through 2023.

The Informa Tech Digital Businesses have built scale and market presence through a combination of underlying growth and targeted expansion, including acquisitions that brought new capabilities, customer relationships and specialist brands. This included the organic expansion of its specialist tech research business, Ovum, before further scale was added through the acquisition of IHS Markit Technology, which was combined with Ovum to create Omdia. The B2B digital product portfolio was extended through the acquisitions of NetLine in November 2021 (Demand Generation and Buyer Intent), Industry Dive in September 2022 (Specialist B2B Content/Brands), and most recently Canalys in September 2023 (Specialist Tech Research). Alongside this targeted expansion, Informa PLC (“Informa”, “Informa Group”, “Parent”) has made investment in IIRIS, a B2B customer data platform for collating, standardizing and analyzing all of the Informa Group’s first party B2B data. The creation of IIRIS, which remains part of the Informa Group, enabled the development of more audience and data-driven solutions, with the Informa Tech Digital Businesses being the major focus for this investment. NewCo will continue to have access to IIRIS through a data sharing agreement with the Informa Group.

Following this period of expansion and growth, the specialist technology research business is now among the largest providers of these services. It employs more than 300 expert analysts to create data-driven intelligence products and advisory services for product managers, corporate strategists and the C-suite, challenging market strategies, sharpening product roadmaps and accelerating time to market and revenue. In 2023, 66% of the specialist technology research revenue was generated from recurring, paid-for subscriptions.

Omdia, Industry Dive, NetLine, Canalys and Wards are the foundation of the Informa Tech Digital Businesses, alongside their portfolio of specialist digital media brands. These products inform, educate and influence tech buyers, creating engaged, specialist audiences and delivering approximately 5 million permissioned first party data records.

Targeted access to these specialist audiences is provided through a growing range of data-driven digital products and services that are designed to deliver highly qualified leads, demand generation and buyer intent to technology vendors, connecting them with the right buyers at the right time to maximize return on investment and accelerate growth.

Selected Informa Tech Digital Businesses brands
Specialist Tech Research:<br><br><br>Intelligence & Advisory Brands	Specialist B2B Content: Brand &<br><br><br>Content Brands	B2B Buyer Intent & Demand<br><br><br>Brands
Omdia<br><br><br>Canalys<br> <br>Wards	Industry Dive<br><br><br>Information Week<br> <br>Light Reading<br><br><br>Heavy Reading<br> <br>AI Business	NetLine

Industry Background and Trends

The Informa Tech Digital Businesses sit at the intersection of tech and B2B marketing, each dynamic innovative markets in their own right, with what management believes are compelling structural growth drivers. This provides a strong underpin to the long-term growth ambitions of the Informa Tech Digital Businesses.

Technology transcends all aspects of daily life and work. Enterprise technology, incorporating software and hardware systems used by large organizations for anything from customer relationship management to networking and cyber security, is central to operating effectively and efficiently. The pace of innovation and change is rapid, creating a constant cycle of investment to enhance, upgrade and replace technology.

For the Informa Tech Digital Businesses, investment in innovation and growth in research & development budgets provide a leading indicator of demand for their products and services. Of the top 1,700 corporate R&D spenders in 2022, ICT hardware, software and ICT services were the segments attracting the greatest R&D investment, with software and ICT services increasing 19% year-on-year. This growth in technology-related R&D is driving a new wave of investment and innovation, enhancing existing products and inspiring the next generation of products and services.

Over time, the scale of technology purchasing, particularly enterprise technology, has grown in size, resulting in B2B buying behavior becoming more complex. This complexity has led to longer sales cycles as more research is undertaken on purchasing technology products and platforms. Typically, large technology decisions will involve a number of people across an organization from technology professionals to CIOs, CFOs and often CEOs. This research takes many forms, with an increasing amount conducted online, including by reading specialist content, reviews, information, product profiles and bespoke research, as well as through webinars and online discussions.

According to Gartner, it is estimated that as much as 80% of the B2B buyer journey is now completed before a buyer might make contact with the sales team of a vendor. For technology vendors, online presence and digital brand visibility are therefore critical, leading to more companies focusing spend on branded content services, thought leadership and whitepaper distribution, digital event participation and advertising on the most relevant platforms and media.

Management believes the Informa Tech Digital Businesses are at the center of this shift in B2B buyer behavior, delivering highly relevant content and research to technology buyers that informs, educates and influences them along the different stages of their buyer journey.

These interactions with its content — who reads what, who clicks to find out more, how long buyers spend on specific websites, etc. — and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.

For B2B sales and marketing teams at technology vendors, this information is critical in targeting the right buyers at the right time, raising brand awareness and positioning products with the right audiences to secure leads that turn into sales. With increasing scrutiny and focus on return on investment, data-driven B2B marketing is becoming ever more relevant given it is typically more measurable, with more efficiency than more traditional advertising and marketing services, helping to increase lead conversion rates, reduce the cost of customer acquisition and generate more revenue per dollar of marketing spend.

Product and Service Offerings

Over the last five years, the Informa Group has been building a portfolio of data-driven solutions that are intended to capitalize on the positive market dynamic described above and meet the evolving needs of buyers and vendors in the technology market.

The portfolio of products that the Informa Group has built, the Informa Tech Digital Businesses, help both buyers of B2B technology with knowledge and intelligence, supporting them through different stages of the buyer journey, and sellers of B2B technology in identifying relevant buyers for their products, who are in-market and with the greatest purchasing intent. These digital solutions fall into a number of categories:

•	Brand solutions: Brand solutions offer B2B marketers the opportunity to grow brand awareness through direct<br>exposure to specialist technology and business audiences across the businesses’ portfolio of 14 online products and off-network through audience extension programs. Solutions include digital display<br>banners, newsletter sponsorships and email marketing, enabling technology vendors to gain exposure and benefit from association with the businesses’ specialist brands and high quality editorial content amongst our readership base of engaged<br>technology buyers. Brand solutions include the Industry Dive portfolio of more than 35 specialist brands, which deliver high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to<br>build awareness and reach key decision makers.
•	Demand solutions: The businesses enable marketers to directly engage prospective buyers through a portfolio of<br>content marketing programs, including webinars, whitepapers, playbooks, virtual events and surveys. Through syndicating these across owned media properties and to NetLine’s publisher network, marketers can influence B2B tech buyers and generate<br>demand for their products and services. The businesses are focused on delivering high-quality leads to marketers by gating their content across properties to maximize return on investment.
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•	Intentive: The Intentive platform, which was built and is operated by NetLine, leverages first-party contact and<br>behavioral data generated across the businesses’ media properties and live event portfolio to deliver buyer-level intent data to marketers. The exclusive blend of online and offline data is designed to enable clients to identify in real-time<br>who is in-market for their particular solutions, and how they should prioritize their outreach. NetLine can then integrate the outputs from Intentive with leading CRM systems to automate lead generation<br>workflows for clients, enabling closed-loop activation of proprietary insights.
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•	Custom content services: Through StudioID, the businesses support marketers with their end-to-end content strategy, offering proprietary audience research to inform campaigns, strategic design and development, and original content production. Marketers leverage<br>the businesses’ award-winning deep industry expertise to create journalistic, search engine optimized content across 40 different formats and multiple languages, which can then be distributed across our network. The businesses also offer<br>content licensing through Marketplace, whereby marketers curate relevant content from a selection of publishers, and then distribute the content on their own channels to align themselves with top voices in their industries.
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•	Intelligence subscription services: Operating through the Omdia brand, as well as niche brands Canalys and Wards<br>Intelligence, the specialist tech research business is primarily an “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology<br>industry spectrum. The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complimented by expert industry reports, analyst opinions and an “Ask an Analyst” service. Covering more than<br>3,000 topics and tracking over 12,000 companies, the businesses’ 300+ expert analysts and consultants provide quantitative and qualitative insights that help companies make better decisions, faster.
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•	Advisory: In the consulting business, the businesses work as an extension of client teams, working together to<br>provide strategic support in assessing critical business challenges and providing bespoke solutions. The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry and growth<br>strategies.
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The Proposed Transaction

On January 10, 2024, Informa entered into the Transaction Agreement with TechTarget, which provides that (i) Informa HoldCo will contribute to CombineCo all of the issued and outstanding shares of capital stock of Informa Intrepid, and $350 million in cash (subject to certain adjustments set forth in the Transaction Agreement for certain changes in respect of the net working capital, EBITDA (as adjusted in certain respects) and non-current liabilities of the Informa Tech Digital Businesses), in exchange for NewCo common stock, (ii) Merger Sub will merge with and into TechTarget, with TechTarget surviving the Merger and becoming a direct wholly owned subsidiary of NewCo and (iii) as a result of the Merger, each issued and outstanding share of TechTarget common stock will be converted (subject to certain exceptions) into the right to receive one share of NewCo common stock and a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount. Immediately following the Closing, Informa HoldCo will own 57% of the outstanding NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans), and former TechTarget stockholders will own the remaining outstanding NewCo common stock.

Critical AccountingPolicies and Use of Estimates

Preparation of the accompanying combined financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the combined financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significantaccounting policies in the Informa Tech Digital Businesses Audited Financial Statements.

Basis of Presentation and Corporate Expense allocations

The accompanying combined financial statements and related notes represent the business referred to as the Informa Tech Digital Businesses. The accompanying combined financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Informa Tech Digital Businesses have historically operated as part of the Informa Tech division of Informa PLC (“Informa” or “Parent”) and not as a standalone entity and have no separate legal status or existence. As such, the financial position and results of operations have been derived from Informa’s historical accounting records and are presented on a carve-out basis. Intercompany transactions, profits and balances among the Informa Tech Digital Businesses’ entities have been eliminated. Sale and purchase transactions between the Informa Tech Digital Businesses and other Informa affiliates are included in the combined financial statements.

The accompanying combined financial statements reflect charges for costs directly related to the Informa Tech Digital Businesses. The Informa Tech Digital Businesses have been allocated a portion of costs incurred by Informa for certain central functions and other operations that are used by the Informa Tech Digital Businesses, including but not limited to executive oversight, finance, treasury, tax, legal, human resources, technology, marketing and other shared services. All such costs are reflected in the accompanying combined financial statements. These costs are allocated using a methodology that Management believes is reasonable for the item being allocated. Allocation methodologies include the Business’s relative share of revenues, headcount, usage, or functional spend as a percentage of the total. While management believes the methodologies and assumptions used to allocate these costs are reasonable, the combined financial statements do not purport to represent the financial position, results of operations, changes in equity, and cash flows of the Informa Tech Digital Businesses in the future, or what such costs would have been had the Informa Tech Digital Businesses operated as a stand- alone entity during the periods presented.

Revenue Recognition

Revenue is recognized as the Business satisfies a performance obligation, based upon transfer of control of promised products or services to clients in an amount that reflects the consideration to which the Business expects to be entitled in exchange for those products or services. Some of the Business’ performance obligations are satisfied over time as the product or service is transferred to the client. Performance obligations which are not satisfied over time are satisfied at a point in time.

The Informa Tech Digital Businesses enter into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as a separate performance obligation.

When performance obligations are combined into a single contract, the Business utilizes the stand-alone selling price (“SSP”) of each product or service to allocate the transaction price among the performance obligations, which is generally determined based on the prices charged to the clients or using expected cost plus a margin, with any discounts allocated across the performance obligations. Revenue for each category type of revenue is typically fixed at the date of the order and is not variable.

Goodwill and Long-Lived Assets

The Informa Tech Digital Businesses apply the purchase method of accounting to business combinations. All of the assets acquired, liabilities assumed, and contingent consideration are allocated based on their estimated fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the net of the acquisition date fair values of the net tangible and identifiable intangible assets acquired and liabilities assumed.

The determination of the fair value of identifiable intangible assets involves significant assumptions and estimates, including, but not limited to, future customer attrition, discount rates, royalty rates, useful economic lives and expected future cash flows. Although management believes the assumptions and estimates to be reasonable and appropriate, they require judgment and are based on experience and historical information from all of the acquired entities. A change in these estimates could cause a materially different value of intangible assets to be recognized with an opposing impact on the goodwill arising from the transaction.

In relation to the acquisition of Canalys in September 2023, the most significant estimate is the customer attrition rate used in the determination of the fair value of customer relationships and the royalty rate used and period over which royalties would be earned in relation to the determination of the fair value of content. Upon acquisition in 2023, a 2% decrease in the attrition rate would result in a $1.2 million increase to customer relationships fair value, while a 2% increase would result in a $1.0 million decrease to the fair value. A 2% increase (decrease) in the royalty rate would result in a $0.8 million increase (decrease) in content fair value. Reducing the period over which royalties would be received by five years would result in a $1.8 million decrease to content fair value, while increasing the period by five years would result in a $3.8 million increase to content fair value.

In relation to the acquisition of Industry Dive in September 2022, the most significant estimate is the customer attrition rate used in the determination of the fair value of customer relationships and the royalty rate used and period over which royalties would be earned in relation to the determination of the fair value of trade names. Upon acquisition in 2022, a 2% decrease in the attrition rate would result in a $15.5 million increase to the customer relationships fair value, while a 2% increase would result in a $13.1 million decrease to the fair value. Reducing the period over which royalties would be received by five years would result in a $14.6 million decrease in the trade names fair value, while increasing the period by five years would result in a $8.3 million increase to the fair value. A 2% increase (decrease) in the royalty rate would result in a $0.6 million increase (decrease) in the trade names fair value.

In relation to the acquisition of NetLine in November 2021, the most significant estimate is the customer attrition rate used in the determination of customer relationships fair value and the royalty rate used in relation to the determination of the fair value of brands. Upon acquisition in 2021, a 2% decrease in the attrition rate would result in a $2.2 million increase to customer relationships fair value, while a 2% increase would result in a $1.9 million decrease to the fair value. A 2% increase (decrease) in the royalty rate would result in a $3.8 million increase (decrease) to the fair value of brands.

The Informa Tech Digital Businesses evaluate long-lived assets, including property, equipment, and intangible assets, for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill is tested annually for impairment in the fourth fiscal quarter, or when events and circumstances indicate an impairment may have occurred.

Among the factors that could trigger an impairment review are a reporting unit’s operating results significantly declining relative to its operating plan or historical performance, and competitive pressures and changes in the general markets in which it operates. In assessing goodwill for impairment, the Informa Tech Digital Businesses may first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment concludes that it is more likely than not that the fair value is more than its carrying value of a reporting unit, goodwill is not considered impaired and the quantitative goodwill impairment test is not required to be performed.

If the aforementioned impairment assessment concludes that it is more likely than not that the fair value is less than its carrying value, the Informa Tech Digital Businesses perform the quantitative goodwill impairment test, which compares the fair value of the reporting unit to its carrying value. Impairments, if any, are based on the excess of the carrying amount over the fair value. The Informa Tech Digital Businesses estimate the fair value of their reporting units primarily using an income approach. The following are key assumptions and values assigned in the fair value calculations:

•	Projected cash flows: Management used a three-stage valuation approach to project impairment test cash flows. The<br>first stage consisted of approved projected financial information for a period of four years, followed by a transitional period of two years of normalization and declining growth rates and, thereafter, a steady state period of long-term growth.<br>Forecasts for the first and the second stage include management expectations of the reporting unit’s financial performance and represent the best estimate of the future performance of the reporting units.
•	Discount rate: The projected cash flows are discounted to their present value using a weighted average cost of<br>capital discount rate methodology. For the cost of debt, the Informa Tech Digital Businesses considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model<br>methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.
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•	Long-term growth rate: Long-term growth rates are based on external reports on long-term Consumer Price Index<br>rates for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets. Long-term growth rates have not been risk adjusted to reflect<br>any of Informa Tech Digital Businesses’ uncertainties noted above, as these uncertainties are already reflected in the discount rates used.
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Significant judgments are required in assessing these assumptions. These estimates can be affected by several factors, including general economic, industry, and regulatory conditions; the risk-free interest rate environment; and our ability to achieve our forecasted operating results. Although management believes the assumptions and estimates to be reasonable and appropriate, they require judgment and changes in these estimates and assumptions could materially affect the determination of fair value, whether an impairment exists and, if so, the amount of that impairment.

The Informa Tech Digital Businesses have recently been affected by macro-economic conditions, in particular the negative impact of rising interest rates on the technology industry, which has impacted investment levels and overall marketing expenditure. In 2023, the Informa Tech Digital Businesses were also impacted by the return of physical events following the relaxation of COVID-19 pandemic related restrictions, which led to some rebalancing of marketing budgets away from digital marketing into physical events. As a result, during the first quarter of 2023, when remeasuring the fair value of the contingent consideration related to the acquisition, a reduction was made to the short-term 2023 revenue forecast for the Industry Dive reporting unit. As this was considered to be an indicator of impairment, a quantitative analysis was performed, which concluded that the fair value continued to exceed the carrying value because the long-term projections of the business remained unchanged.

Subsequently, in the second quarter of 2023, with macro-economic conditions remaining challenging, management revised its long-term revenue projections for the Industry Drive business, lowering expectations for its core email and website sponsorship/advertising products to reflect more constrained budgets among its current and expected key customers. Following this change in assumptions, another quantitative impairment analysis was performed for the Industry Dive reporting unit, which indicated that its carrying value now exceeded its fair value. Therefore, an impairment charge of $130.1 million was recognized against the goodwill of the Industry Drive reporting unit.

The fair value of Industry Dive was determined by discounting its projected cash flows at the post-tax discount rate of 12.1% and using a 2.2% long-term growth rate, as determined following the methodology above. A sensitivity analysis considered the impact of changes to several key assumptions that were considered in isolated scenarios, including a hypothetical 10% reduction in all cash flow years including the perpetuity year, a 1% increase in the discount rate, and a 0.50% reduction in the long-term growth rate, with higher total levels of impairment ranging from $142.3 million to $169.2 million under these sensitivities scenarios.

As the macro-economic conditions also impacted NetLine, the Business performed a quantitative impairment analysis for the NetLine reporting unit which indicated the fair value exceeded its carrying value by 14.5%. The fair value of NetLine was determined by discounting its projected cash flows at the post-tax discount rate of 14.1% and using a 2.2% long-term growth rate, as determined following the methodology above. A sensitivity analysis considered the impact of changes to several key assumptions that were considered in isolated scenarios, including a hypothetical 10% reduction in all cash flow years including the perpetuity year which would reduce headroom to $1.8 million, a 1% increase in the discount rate, which would reduce headroom to $3.2 million, and a 0.5% reduction in the long-term growth rate, which would reduce headroom to $7.2 million.

During the annual goodwill impairment test, there were either no indicators of impairment, or where such indicators existed, the results of the December 31, 2023 impairment test showed that fair value exceeded the carrying amount for all reporting units and therefore that no further impairment charge was required.

Furthermore, no impairment charges were recognized during the 2022 and 2021 annual goodwill impairment assessment tests, as either management’s qualitative assessments did not indicate that it was more likely than not that the reporting units’ carrying amounts exceeded their fair values, or, where a quantitative assessment was performed, that the calculated carrying amount of the reporting units was higher than their corresponding fair value at the respective testing dates.

Business Combinations

Accounting for business combinations requires the Informa Tech Digital Businesses’ management to make significant estimates and assumptions, especially at the acquisition date with respect to tangible and intangible assets acquired and liabilities assumed. Informa Tech Digital Businesses use its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date as well as the useful lives of those acquired intangible assets.

Significant assumptions and estimates used in determination of fair value include future customer attrition, discount rates, royalty rates, useful economic lives and expected future cash flows. Although management believes the assumptions and estimates to be reasonable and appropriate, they require judgment and are based on experience and historical information from all of the acquired entities.

At the acquisition date of a business combination and at each subsequent balance sheet date, consideration contingent on future performance over the contractual earn-out period are remeasured to fair value. Informa Tech Digital Businesses utilizes significant estimates and assumptions in determining the estimated contingent consideration and associated expense or gain at each balance sheet date. The liabilities are measured against the contractually agreed performance targets at each subsequent reporting date with any adjustments recognized in the combined income statement. The estimation of these liabilities requires Informa Tech Digital Businesses to make judgements concerning the future performance of related businesses over the contingent consideration period. The estimation uncertainty risk of payments greater than one year is higher due to the forecast nature of the inputs.

Components of Results of Operations

Total Revenue

The Informa Tech Digital Businesses help technology companies accelerate growth through first party B2B data, market insight and market access (see “Product and Service Offerings” above). The Informa Tech Digital Businesses recognize revenue when performance obligations are satisfied by transferring promised goods and services to clients in an amount the Informa Tech Digital Businesses expect to receive in exchange for those goods or services. The Informa Tech Digital Businesses enter into contracts that can include various combinations of its offerings which are generally capable of being distinct and accounted for as a separate performance obligation. When performance obligations are combined into a single contract, the Informa Tech Digital Businesses utilize stand-alone selling price (“SSP”) to allocate the transaction price among the performance obligations which is generally determined based on the prices charged to the clients or using expected cost plus a margin.

A detailed description of each type of revenue is included below:

•	Marketing, advertising services and sponsorship: The Informa Tech Digital Businesses deliver marketing,<br>specialized advertising services and sponsorship through digital publications and websites. This is achieved through four primary product types: Brand solutions, Demand solutions, Intentive and Custom content services. Revenue is primarily<br>recognized when the transfer of control occurs. Revenue for these products and services is recognized in the contract period when any of the following performance obligations are satisfied: (i) when an advertisement is delivered, (ii) when<br>a qualified lead or impression is delivered, (iii) over a display advertising, content marketing or campaign period, or (iv) upon completion of webinar events. Clients may have the right to cancel their contracts, however, the Business<br>generally retains an enforceable right of payment for prior services based on the contract terms.
•	Intelligence subscription services: The Informa Tech Digital Businesses’ subscription service provides<br>clients access to data, including market trackers, market sizing, market share analyses and forecasts, in addition to qualitative analyst-produced content across the technology industry spectrum. Subscription services provide clients access to<br>hosted data and information services that represents a single stand-ready performance obligation satisfied over time. Revenue is recognized on a straight-line basis over the contractual term. Access to information services is predominantly sold<br>through annual subscriptions paid in advance and typically non-cancelable.
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•	Advisory services: The Informa Tech Digital Businesses work together with clients to provide strategic support in<br>assessing critical business challenges and develop bespoke solutions. This includes the delivery of specialist data, forecasts, analysis and advice that helps clients assess and better understand their respective markets, opportunities, competition,<br>and new product developments. Revenues are principally generated from fixed fee engagements and are recognized over time as the Business works to satisfy its performance obligations as the Business has an enforceable right to payment for performance<br>completed to date. Most advisory contracts are billed 50% upfront and 50% upon completion and are non-refundable and non-cancelable.
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•	Exhibitor and attendee revenue: The Informa Tech Digital Businesses offer specialist research exhibition and<br>conference events. Revenue is recognized at the point in time when the event has taken place.
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These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for annually in advance. In both the quarters ended March 31, 2024 and 2023 40.7% of our revenues were from longer-term contracts, respectively.

Cost of revenues

Cost of revenues primarily consists of salaries and related personnel costs for research, editorial and consulting employees, lead generation expenses, freelance contractors expenses, website hosting costs, and other related overheads.

Selling and marketing

Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.

General and administrative

General and administrative expenses consist primarily of salaries and related personnel costs, facility expenses and related overheads, accounting, legal and other professional fees, bad debt provision, and stock-based compensation expenses.

Product development

Product development includes the creation of the Informa Tech Digital Businesses’ network of websites and data analytics framework, advertiser offerings and technical infrastructure.

Acquisition and integration costs

Acquisition-related costs that are not part of the purchase price consideration are generally expensed as incurred. These costs typically include transaction-related costs, including those for the proposed transaction with TechTarget, such as finder’s fees, legal, accounting, and other professional costs. Integration-related costs represent costs that relate directly to combining the Informa Tech Digital Businesses and its acquired businesses. Integration-related costs typically include strategic consulting services, employee-related costs, such as retention and severance, costs to integrate IT infrastructure, enterprise planning systems, processes, and other non-recurring integration-related costs.

Depreciation

Depreciation expense consists of the depreciation of property and equipment. Depreciation is calculated using the straight-line method over their estimated useful lives, ranging from three to five years.

Amortization

Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized on a straight-line basis over the estimated useful lives of the underlying assets.

Impairment of long-lived assets and goodwill

Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in one reporting unit as the carrying amount exceeded the fair value.

Remeasurement of contingent consideration

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration.

Interest income

Interest income is primarily on related-party loans, by reference to the principal outstanding and at the effective interest rate applicable.

Interest expense

Interest expense consists primarily of interest on related-party loans at the effective interest rate applicable.

Other (Expense) Income, Net

Other (expense) income, net consists of unrealized/realized foreign currency exchange losses and one-time gains and losses and other miscellaneous income and expense items unrelated to core operations.

Income tax benefit

The Informa Tech Digital Businesses’ current and deferred taxes are computed on a separate return basis as a carve-out of Informa. The Informa Tech Digital Businesses account for income taxes using the asset and liability method under GAAP, whereby deferred income taxes are recognized for the tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities. Income tax expense reflects income earned and taxed, in jurisdictions in which the Informa Tech Digital Businesses conduct business, which mainly include the United Kingdom and United States federal and state income taxes.

Results of Operations

The following table sets forth a summary of certain key financial information for the three months ended March 31, 2024 and 2023:

	For the Three Months<br><br><br>Ended March 31,
($ in thousands)	2024<br><br><br>(As Restated)			2023<br><br><br>(As Restated)
Revenue	$	59,293		$	56,082		5.7	%
Cost of revenues		(23,969	)		(22,979	)	4.3	%
Gross profit		35,324			33,103		6.7	%
Operating expenses:
Selling and marketing		13,807			13,660		1.1	%
General and administrative		18,635			16,856		10.6	%
Product development		3,019			2,906		3.9	%
Depreciation		403			151		166.9	%
Amortization, excluding amortization included in cost of revenues		7,962			7,543		5.6	%
Impairment of long-lived assets		1,864			159		1,072.3	%
Acquisition and integration costs		7,753			1,218		536.5	%
Remeasurement of contingent consideration		1,263			(86,410	)	(101.5	%)
Total operating expenses		54,706			(43,917	)	(224.6	%)
Operating income (loss)		(19,382	)		77,020		(125.2	%)
Interest expense on related party loans		(6,591	)		(5,998	)	9.9	%
Interest income		2,319			707		228.0	%
Other income (expense), net		218			(369	)	(159.1	%)
Income (loss) before provision for income taxes		(23,436	)		71,360		(132.8	%)
Income tax benefit (provision)		2,955			5,122		(42.3	%)
Net income (loss)	$	(20,481	)	$	76,482		(126.8	%)

Legend: n.m. = Not meaningful figure.

The Business has restated its Informa Tech Digital Businesses Unaudited Interim Financial Statements as of and for the three months ended March 31, 2024 included in the Toro CombineCo Inc. Registration Statement on Form S-4, originally filed with the Securities and Exchange Commission on June 27, 2024. The amounts in the “As Restated” columns are the updated amounts including the impacts of the errors identified. The restatement is described fully in Note 1. Business overview and basis of presentation in the Informa Tech Digital Businesses Unaudited Interim Financial Statements for the three months ended March 31, 2024 and 2023 included within this Form 8-K.

Comparison of the ThreeMonths Ended March 31, 2024 and 2023

Revenue

	Three Months EndedMarch 31,
($ in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Marketing, advertising services and sponsorship	$	34,215	$	33,639	$	576		1.7	%
Intelligence subscription services		18,658		16,038		2,620		16.3	%
Advisory		6,249		6,242		7		0.1	%
Exhibitor and attendee		171		163		8		4.9	%
Total Revenue	$	59,293	$	56,082	$	3,211		5.7	%

Revenue for the three months ended March 31, 2024 was $59.3 million, an increase of $3.2 million, or 5.7%, compared to the three months ended March 31, 2023. This reflected growth in the subscriptions business and sponsorships due to the impact of the Canalys acquisition, which was acquired in September 2023.

Cost of Revenues

	Three Months EndedMarch 31,
($ in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Cost of revenue		23,969		22,979		990		4.3	%

Cost of revenues for the three months ended March 31, 2024 was $24.0 million, an increase of $1.0 million, or 4.3%, compared to the three months ended March 31, 2023. The increase is largely due to the inclusion of Canalys results in the three months ended March 31, 2024, following its acquisition in September 2023.

Operating Expenses

Selling and marketing

	Three Months EndedMarch 31,
($ in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Selling and marketing		13,807		13,660		147		1.1	%

Selling and marketing expenses for the three months ended March 31, 2024 were $13.8 million, an increase of $0.1 million, or 1.1%, compared to the three months ended March 31, 2023. The increase was primarily due to the inclusion of Canalys results following its acquisition in September 2023.

General and administrative

	Three Months EndedMarch 31,
($ in thousands)	2024<br>(As Restated)		2023<br>(As Restated)		Increase/(Decrease)		PercentChange
General and administrative		18,635		16,856		1,779		10.6	%

General and administrative expenses for the three months ended March 31, 2024 were $18.6 million, an increase of $1.8 million, or 10.6%, compared to the three months ended March 31, 2023. The increase was due to the inclusion of Canalys results following its acquisition in September 2023, as well as an increase in the allocation of IIRIS costs as the scale of the platform grew and increased employee investment predominantly in Omdia and NetLine.

Product development

	Three Months EndedMarch 31,
($ in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Product development		3,019		2,906		113		3.9	%

Product development expenses for the three months ended March 31, 2024 were $3.0 million, an increase of $0.1 million, or 3.9%, compared to the three months ended March 31, 2023. The increase was primarily due to maintenance for media websites developed in fiscal year 2023.

Depreciation

	Three Months EndedMarch 31,
($ in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Depreciation		403		151		252		166.9	%

Depreciation expense for the three months ended March 31, 2024 was $0.4 million, an increase of $0.3 million, or 166.9%, compared to the three months ended March 31, 2023. The increase was due to higher building depreciation as a result of investment in office space across the Asia Pacific region in fiscal year 2023.

Amortization

	Three Months EndedMarch 31,
($ in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Amortization, excluding amortization in cost of revenue		7,962		7,543		419		5.6	%
Amortization included in cost of revenues		102		—		102		n.m.
Amortization		8,064		7,543		521		6.9	%

Amortization expense for the three months ended March 31, 2024 was $8.1 million, an increase of $0.5 million, or 6.9%, compared to the three months ended March 31, 2023. The increase was due to the amortization of acquired intangible assets of Canalys following its acquisition in September 2023.

Impairment of Long-Lived Assets

	Three Months EndedMarch 31,
($ in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Impairment of long-lived assets		1,864		159		1,705		1,072.3	%

Impairment of long-lived assets for the three months ended March 31, 2024 was $1.9 million, an increase of $1.7 million, or 1,072.3% compared to the three months ended March 31, 2023. The increase was mainly due to the exit from and associated impairment of Industry Dive’s Washington, DC office in March 2024.

Acquisition and Integration Costs

	Three Months EndedMarch 31,
($ in thousands)	2024<br>(As Restated)		2023		Increase/(Decrease)		PercentChange
Acquisition and integration costs		7,753		1,218		6,535		536.5	%

Acquisition and integration costs for the three months ended March 31, 2024 were $7.8 million, an increase of $6.5 million, or 536.5%, compared to the three months ended March 31, 2023. Of the increase, $6.1 million is due to acquisition costs incurred in the three months ended March 31, 2024 relating to the proposed transaction with TechTarget, Inc., including legal, professional accounting and advisor costs. The remaining increase reflects the continuation of acquisition and integration costs following the acquisition of Canalys in the prior year and Industry Dive in 2022.

Remeasurement of Contingent Consideration

	Three Months EndedMarch 31,
($ in thousands)	2024		2023			Increase/(Decrease)			PercentChange
Remeasurement of contingent consideration		1,263		(86,410	)		(87,673	)		(101.5	%)

Remeasurement of contingent consideration for the three months ended March 31, 2024 was a loss of$1.3 million, a change of $87.7 million compared to a gain of $86.4 million recorded for the three months ended March 31, 2023. In the three months ended March 31, 2023, the amount reflected a reduction in Industry Dive’s revenue growth, which resulted in a reduction in the fair value of the 2023 contingent consideration arrangement, hence generating a gain upon remeasurement. In the three months ended March 31, 2024, the remeasurement loss primarily relates to the Industry Dive arrangement and reflects the fact the period until payment is due is now shorter, hence the time value of money discount is lower.

Interest Expense

	Three Months EndedMarch 31,
($ in thousands)	2024<br>(As Restated)		2023		Increase/(Decrease)		PercentChange
Interest expense on related party loans		6,591		5,998		593		9.9	%

Interest expense for the three months ended March 31, 2024 was $6.6 million, an increase of $0.6 million, or 9.9%, compared to the three months ended March 31, 2023. The interest expense in both periods primarily relate to a related party loan used to fund the acquisition of Industry Dive in 2022.

Interest Income

	Three Months EndedMarch 31,
($ in thousands)	2024<br>(As Restated)		2023		Increase/(Decrease)		PercentChange
Interest income		2,319		707		1,612		228.0	%

Interest income for the three months ended March 31, 2024 was $2.4 million, an increase of $1.6 million, or 228.0%, compared to the three months ended March 31, 2023. The interest income is primarily related to interest received on higher cash balances.

Other Income (Expense), Net

	Three Months EndedMarch 31,
($ in thousands)	2024		2023			Increase/(Decrease)		PercentChange
Other income (expense), net		218		(369	)		587		(159.1	%)

Other (expense) income, net, for the three months ended March 31, 2024 was a net income of $0.2 million, an increase of $0.6 million compared to a net expense of $0.4 million in the three months ended March 31, 2023. The increase was due to changes in foreign exchange rates, specifically U.S. dollars (“USD”) versus Great British Pounds (“GBP”).

Income Tax Benefit (Provision)

	Three Months EndedMarch 31,
($ in thousands)	2024<br>(As Restated)		2023<br>(As Restated)		Increase/(Decrease)			PercentChange
Income tax benefit (provision)		2,955		5,122		(2,167	)		(42.3	%)

Income tax benefit for the three months ended March 31, 2024 was $3.0 million, a decrease of $2.2 million compared to the income tax benefit of $5.1 million in the three months ended March 31, 2023. The effective tax rate was 12.6% and (7.2%) for the three months ended March 31, 2024 and 2023, respectively. In the three months ended March 31, 2024 the main drivers of the effective tax rate were uncertain tax positions and the valuation allowance. In the three months ended March 31, 2023 the effective tax rate was negative because there was a pre-tax income and non-taxable contingent consideration, which caused an overall tax benefit.

Liquidity and Capital Resources

The Informa Tech Digital Businesses’ operations have historically participated in various cash management and funding arrangements managed by Informa. As part of Informa, the Informa Tech Digital Businesses have been dependent on Informa for working capital and financing requirements as Informa uses a centralized approach for cash management and financing of its operations. In particular, Informa provided the funding for the acquisitions of Canalys, Industry Dive and NetLine made in 2023, 2022 and 2021 respectively.

Informa has provided funding for the Informa Tech Digital Businesses’ operating and investing activities, including pooled cash managed by Informa treasury to fund operating expenses and capital expenditures. Cash flows in the periods under review related to financing activities primarily reflect changes in Informa’s investment in the Informa Tech Digital Businesses. These activities formed a component of net parent investment, and this arrangement does not reflect the way the Informa Tech Digital Businesses would expect to operate as a standalone business. None of Informa’s cash, cash equivalents or debt at the corporate level have been assigned to the Informa Tech Digital Businesses in the combined financial statements.

The Informa Tech Digital Businesses’ primary recurring use of cash is expected to be payment of operating costs, which consist primarily of employee-related expenses, such as compensation and benefits, as well as general operating expenses for product development, marketing, facilities and overhead costs.

Cash Flow

The following table summarizes cash flow activities:

	For the Three Months<br><br><br>Ended March 31,
($ in thousands)	2024<br><br><br>(As Restated)			2023<br><br><br>(As Restated)
Net cash provided by (used in) operating activities	$	(1,553)		$	3,599
Net cash provided by (used in) investing activities		(1,772	)		(1,357	)
Net cash provided by (used in) financing activities		2,201			(3,180	)
Effect of exchange rate changes on cash and cash equivalents		(213	)		(136	)
Increase in cash and cash equivalents	$	(1,337	)	$	(1,074	)

The primary source of cash is a combination of operating activities and related party loans which are utilized to invest in acquisitions.

Net cash provided by operating activities

Operating cash outflow for the three months ended March 31, 2024 was $1.6 million, a $5.2 million decrease compared to the same period in 2023. This is driven by a reduction in cash inflows in accounts receivable for the three months ended March 31, 2024 which is primarily due to the timing of contract billing in receipt of cash. This decrease was partly offset by increases in cash from accounts payable and related party payables, driven by the timing of payments and settlements, as well as an increase in net income adjusted for certain non-cash items.

Net cash used in investing activities

Cash outflows from investing activities were $1.8 million and $1.4 million for the three months ended March 31, 2024 and 2023, respectively. The outflows in both periods reflect the purchase of intangible assets in relation to product development and internally generated software.

Net cash provided by financing activities

Cash flows used in financing activities were an inflow of $2.2 million for the three months ended March 31, 2024, compared to cash used in financing activities of an outflow of $3.1 million for the three months ended March 31, 2023. Significant loans were granted as part of cash pool arrangements with parent in both the quarter ended March 31, 2024 and 2023, while more cash pooling loans were received for the quarter ended March 31, 2024. There was also a decrease in the net cash from net parent investment, primarily reflecting the parent’s net cash injection into the Informa Tech Digital Businesses.

Off Balance Sheet Arrangements

As of March 31, 2024 and December 31, 2023, the Informa Tech Digital Businesses did not have any significant off-balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, the Informa Tech Digital Businesses are exposed to market risk related to changes in foreign currency exchange rates due to their global presence. The foreign currency translation exposure exists primarily with the Pound Sterling. The Informa Tech Digital Businesses measure net exposure for cash balance positions and for cash inflows and outflows in order to evaluate the need to mitigate foreign exchange risk. Although they have not done so historically, the Informa Tech Digital Businesses may enter into foreign currency forward or option contracts to minimize the impact related to unfavorable exchange rate movements. Based on a hypothetical 10% change in foreign currency exchange rates, the Informa Tech Digital Businesses estimate that net revenue could increase or decrease by approximately $6 million.

The Informa Tech Digital Businesses’ exposure to interest rate risks is relatively immaterial as it primarily relates to the interest income generated by excess cash which is mostly held in interest-bearing bank deposits. Interest rates on related-party loan agreements are fixed and therefore there is no exposure. The Informa Tech Digital Businesses combined balance sheets and statements of income do not include an allocation of third-party debt or interest expense from Informa because it is not the legal obligor of the debt and the borrowings were not directly attributable to its business. Following the Closing, the Informa Tech Digital Businesses may incur indebtedness in connection with working capital requirements or otherwise, at which time exposure to interest rate risks is expected to increase.

Although the Informa Tech Digital Businesses cannot accurately anticipate the future effect of inflation on financial condition or results of operations, inflation historically has not had a material impact on its operations. If Informa Tech Digital Businesses costs were to become subject to significant inflationary pressures, it may not be able to fully offset such higher costs through price increases for services. The Informa Tech Digital Businesses’ inability to do so could harm its business, financial condition or results of operations.

Internal Controls Over Financial Reporting

In connection with the preparation and audit of the Informa Tech Digital Businesses’ combined financial statements as of December 31, 2023 and 2022, and for the three December 31, 2023, and in connection with the preparation of the unaudited condensed combined interim financial statements during 2024, the Informa Tech Digital Businesses’ management identified certain control deficiencies in the design and implementation of its internal control over financial reporting that constituted material weaknesses. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. The Informa Tech Digital Businesses have historically operated as part of Informa Tech operating segment of Informa and its subsidiaries and not as a standalone entity with separate legal status of existence. Accordingly, accounting policies and procedures were designed for Informa financial reporting and not for the Informa Tech Digital Businesses as a standalone entity.

The material weaknesses were driven by: (i) lack of formal documented policies and procedures and inadequate design and performance of controls over financial reporting, including documented evidence and level of precision in the execution of controls across significant business processes; (ii) ineffective IT general control environment, including lack of segregation of duties, supporting the financial reporting systems that do not utilize the Informa Tech Digital Businesses’ main enterprise resource planning systems of SAP and Oracle;and (iii) lack of sufficient resources with the appropriate level of technical U.S. GAAP accounting knowledge, experience and training to ensure proper accounting for complex, non-routine transactions required for accurate and timely financial reporting.

Management is developing a plan to remediate the material weaknesses identified, including: (a) designing and implementing a financial reporting control framework, including management review controls, together with IT general and application controls for all systems which materially impact financial reporting; and (b) providing relevant U.S. GAAP technical accounting, internal controls over financial reporting and SEC financial reporting requirements training for personnel.

Neither management nor an independent registered public accounting firm has performed an evaluation of the Informa Tech Digital Businesses’ internal control over financial reporting in accordance with the provision of the Sarbanes-Oxley Act because no such evaluation has been required. However, upon Closing, the Informa Tech Digital Businesses will be part of NewCo. Management will therefore be required to certify the effectiveness of NewCo’s internal controls over financial reporting pursuant to Section 404(a) of the Sarbanes-Oxley Act and is expected to become subject to auditor attestation requirements pursuant to Section 404(b) of the Sarbanes-Oxley Act, beginning with the filing of NewCo’s Annual Report on Form 10-K for the year ended December 31, 2025.

Management cannot assure that they will be successful in remediating the material weaknesses identified in the internal controls over financial reporting as of December 31, 2025. The failure to correct the material weaknesses or the failure to discover and address any other material weaknesses or deficiencies could result in inaccuracies in the financial statements and impair the ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis.

EX-99.4

Exhibit 99.4

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS OF THE INFORMA TECH DIGITAL BUSINESSES

The following discussion and analysis is based principally on, and should be read in conjunction with, the Informa Tech Digital BusinessesAudited Financial Statements and the Informa Tech Digital Businesses Unaudited Interim Financial Statements for the six months ended June 30, 2024 and 2023 collectively referred to herein as the “combined financial statements.”

This discussion and analysis includes forward-looking statements. These forward-looking statements are subject to risks,uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to,those discussed in the Risk Factors included in Exhibit 99.2 to the Current Report on Form 8-K filed by TechTarget, Inc. with the Securities and Exchange Commission (“SEC”) on December 3, 2024(the “Form 8-K”) and under the heading “Cautionary Note Regarding Forward-Looking Statements” in Item 8.01 of the Form 8-K.

The Informa Tech Digital Businesses restated its previously issued discussion and analysis as of and for the six months ended June 30,2024, included in the Toro CombineCo Inc. Registration Statement on Form S-4/A, originally filed with the Securities and Exchange Commission on September 4, 2024 (the “Original Interim Report”), to reflect the restatements asdiscussed in “Note 1 - Business overview and basis of presentation - Restatement of previously issued financial statements” in the Informa Tech Digital Businesses unaudited condensed combined interim financial statements as of and forthe six months ended June 30, 2024 included elsewhere in this Form 8-K.

Overview

Background

Selected Informa Tech Digital Businessesbrands
Specialist Tech Research:<br><br><br>Intelligence & Advisory Brands	Specialist B2B Content: Brand &<br><br><br>Content Brands	B2B Buyer Intent & Demand<br><br><br>Brands
Omdia<br><br><br>Canalys<br> <br>Wards	Industry Dive<br><br><br>Information Week<br> <br>Light Reading<br><br><br>Heavy Reading<br> <br>AI Business	NetLine

Industry Background and Trends

These interactions with its content – who reads what, who clicks to find out more, how long buyers spend on specific websites, etc. – and general online behavior, when captured, enriched and analyzed, provide deep insights into who potential customers are, what products and services they might be interested in, where they are in their purchasing cycle and how significant is the intent to purchase.

Because most of the Informa Tech Digital Businesses clients are B2B technology companies, the success of the Informa Tech Digital Businesses is intrinsically linked to the health, and subject to the market conditions, of the technology industry. The Informa Tech Digital Businesses have recently been affected by macro-economic conditions, in particular the negative impact of rising inflation and interest rates on the technology industry, which has impacted investment levels and overall client marketing expenditure. Further, in 2023, the Informa Tech Digital Businesses were also negatively impacted by the return of physical events following the relaxation of COVID-19 pandemic related restrictions, which led to some rebalancing of marketing budgets away from digital marketing into physical events and is likely to continue into the future. These conditions primarily impact product offerings within marketing, advertising services and sponsorship and are likely to continue throughout 2024 and therefore negatively impact revenue and continuing operations. Although management cannot quantify the impact of macro-economic factors on the Informa Tech Digital Businesses’ future results, any worsening of market conditions could negatively impact its financial position and liquidity. Marketing, advertising services and sponsorship revenue is more immediately impacted by changes in client spending and macro-economic conditions than intelligence subscription-based revenue, which is relatively stable, recurring in nature and has predictable margins from period to period.

Product and Service Offerings

•	Brand solutions: Brand solutions offer B2B marketers the opportunity to grow brand awareness through direct<br>exposure to specialist technology and business audiences across the businesses’ portfolio of 14 online products and off-network through audience extension programs. Solutions include digital display<br>banners, newsletter sponsorships and email marketing, enabling technology vendors to gain exposure and benefit from association with the businesses’ specialist brands and high quality editorial content amongst our readership base of engaged<br>technology buyers. Brand solutions include the Industry Dive portfolio of more than 35 specialist brands, which deliver high quality business journalism to niche audiences, offering outbound email sponsorship opportunities to vendors looking to<br>build awareness and reach key decision makers.
•	Demand solutions: The businesses enable marketers to directly engage prospective buyers through a portfolio of<br>content marketing programs, including webinars, whitepapers, playbooks, virtual events and surveys. Through syndicating these across owned media properties and to NetLine’s publisher network, marketers can influence B2B tech buyers and generate<br>demand for their products and services. The businesses are focused on delivering high-quality leads to marketers by gating their content across properties to maximize return on investment.
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•	Intentive: The Intentive platform, which was built and is operated by NetLine, leverages first-party contact and<br>behavioral data generated across the businesses’ media properties [and live event portfolio to deliver buyer-level intent data to marketers]. The exclusive blend of online [and offline] data is designed to enable clients to identify in<br>real-time who is in-market for their particular solutions, and how they should prioritize their outreach. NetLine can then integrate the outputs from Intentive with leading CRM systems to automate lead<br>generation workflows for clients, enabling closed-loop activation of proprietary insights.
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•	Custom content services: Through StudioID, the businesses support marketers with their end-to-end content strategy, offering proprietary audience research to inform campaigns, strategic design and development, and original content production. Marketers leverage<br>the businesses’ award-winning deep industry expertise to create journalistic, search engine optimized content across 40 different formats and multiple languages, which can then be distributed across our network. The businesses also offer<br>content licensing through Marketplace, whereby marketers curate relevant content from a selection of publishers, and then distribute the content on their own channels to align themselves with top voices in their industries.
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•	Intelligence subscription services: Operating through the Omdia brand, as well as niche brands Canalys and Wards<br>Intelligence, the specialist tech research business is primarily an “intelligence” subscription service, providing clients with a core “data backbone” in addition to qualitative analyst-produced content across the technology<br>industry spectrum. The data is typically comprised of market trackers, market sizing, market share analyses and forecasts, and is complimented by expert industry reports, analyst opinions and an “Ask an Analyst” service. Covering more than<br>3,000 topics and tracking over 12,000 companies, the businesses’ 300+ expert analysts and consultants provide quantitative and qualitative insights that help companies make better decisions,<br>faster.^^
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•	Advisory: In the consulting business, the businesses work as an extension of client teams, working together to<br>provide strategic support in assessing critical business challenges and providing bespoke solutions. The businesses leverage the breadth and depth of their analyst expertise to evaluate clients’ end-to-end business needs across go-to-market, competitive positioning, new product ideation, market entry and growth<br>strategies.
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The Proposed Transaction

On January 10, 2024, Informa entered into the Transaction Agreement with TechTarget, which provides that (i) Informa HoldCo will contribute to CombineCo all of the issued and outstanding shares of capital stock of Informa Intrepid, and $350 million in cash (subject to certain adjustments set forth in the Transaction Agreement for certain changes in respect of the net working capital, EBITDA (as adjusted in certain respects) and non-current liabilities of the Informa Tech Digital Businesses), in exchange for NewCo common stock, (ii) Merger Sub will merge with and into TechTarget, with TechTarget surviving the Merger and becoming a direct wholly owned subsidiary of NewCo and (iii) as a result of the Merger, each issued and outstanding share of TechTarget common stock will be converted (subject to certain exceptions) into the right to receive one share of NewCo common stock and a pro rata share of an amount in cash equal to $350 million plus any Adjusted EBITDA Cash Increase Amount. Immediately following the Closing, Informa HoldCo will own 57% of the outstanding NewCo common stock (on a fully diluted basis, but without taking into account shares which may be issued upon the conversion (if any) of the TechTarget convertible notes or shares reserved for future grants pursuant to certain NewCo equity incentive plans), and former TechTarget stockholders will own the remaining outstanding NewCo common stock.

Critical Accounting Policies and Use of Estimates

Preparation of the accompanying combined financial statements requires management to make judgments, assumptions and estimates regarding uncertainties that could affect reported revenue, expenses, assets, liabilities and equity. The most significant areas where management’s judgments, assumptions and estimates impact the combined financial statements are described below. Actual results in these areas could differ materially from management’s estimates under different assumptions and conditions. Significant accounting policies are described fully in Note 2. Significant accounting policies in the Informa Tech Digital Businesses Audited Financial Statements.

Basis of Presentation and Corporate Expense allocations

Revenue Recognition

Goodwill andLong-Lived Assets

•	Projected cash flows: Management used a three-stage valuation approach to project impairment test cash flows. The<br>first stage consisted of approved projected financial information for a period of four years, followed by a transitional period of two years of normalization and declining growth rates and, thereafter, a steady state period of long-term growth.<br>Forecasts for the first and the second stage include management expectations of the reporting unit’s financial performance and represent the best estimate of the future performance of the reporting units.
•	Discount rate: The projected cash flows are discounted to their present value using a weighted average cost of<br>capital discount rate methodology. For the cost of debt, the Informa Tech Digital Businesses considered market rates, based on entities with a comparable credit rating. The cost of equity is calculated using the Capital Asset Pricing Model<br>methodology. The discount rates include appropriate risk premiums to reflect additional risks of the specific reporting units being tested.
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•	Long-term growth rate: Long-term growth rates are based on external reports on long-term Consumer Price Index<br>rates for the main geographic markets in which each reporting unit operates and therefore are not considered to exceed the long-term average growth prospects for the individual markets. Long-term growth rates have not been risk adjusted to reflect<br>any of Informa Tech Digital Businesses’ uncertainties noted above, as these uncertainties are already reflected in the discount rates used.
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For the three months ended March 31, 2024 and the six months ended June 30, 2024 there were no indicators of impairment and therefore no further impairment charge was required.

Business Combinations

Components of Results of Operations

Total Revenue

When performance obligations are combined into a single contract, the Informa Tech Digital Businesses utilize stand-alone selling price (“SSP”) to allocate the transaction price among the performance obligations which is generally determined based on the prices charged to the clients or using expected cost plus a margin.

Revenue is disaggregated into four categories: Marketing, advertising services and sponsorship, Intelligence subscription services, Advisory services and Exhibitor and attendee revenue. A description of the revenue recognition policy for each category of revenue is included in Note 2. Significant accounting policies of the Informa Tech Digital Businesses Audited Financial Statements.

These products and services are delivered under both short-term contracts that run for the length of a given marketing/sales program, typically less than nine months, and through integrated contracts exceeding 270 days (“longer-term contracts”) covering various client needs. Longer-term contracts include a range of annual subscription products, which are paid for annually in advance. In the six months ended June 30, 2024 and 2023 37.3% and 36.6% of our revenues were from longer-term contracts.

Cost ofrevenues

Selling and marketing

Selling and marketing expenses consist primarily of salaries and related personnel costs, sales commissions, facility expenses, advertising costs, and other related overheads.

General and administrative

Product development

Product development includes the creation of the Informa Tech Digital Businesses’ network of websites and data analytics framework, advertiser offerings and technical infrastructure.

Acquisition and integration costs

Depreciation

Amortization

Amortization expense consists of the amortization of intangible assets. Intangible assets are amortized on a straight-line basis over the estimated useful lives of the underlying assets.

Impairment of long-lived assets and goodwill

Impairment of long-lived assets and goodwill primarily relates to lease impairment and goodwill impairment in one reporting unit as the carrying amount exceeded the fair value.

Remeasurement of contingent consideration

Remeasurement of contingent consideration relates to the fair value adjustment of acquisition related contingent consideration.

Interest income

Interest income is primarily on related-party loans, by reference to the principal outstanding and at the effective interest rate applicable.

Interest expense

Interest expense consists primarily of interest on related-party loans at the effective interest rate applicable.

Other income (expense), net

Other income (expense), net, consists of unrealized/realized foreign currency exchange losses and one-time gains and losses and other miscellaneous income and expense items unrelated to core operations.

Income tax benefit

Results of Operations

The following table sets forth a summary of certain key financial information for the six months ended June 30, 2024 and 2023:

	For the Six Months Ended<br><br><br>June 30,						PercentChange
($in thousands, except per share amounts)	2024<br><br><br>(As Restated)			2023			2024
Revenue	$	122,278		$	116,914			4.6	%
Cost of revenues		(50,670	)		(47,552	)		6.6	%
Gross profit		71,608			69,362			3.2	%
Operating expenses:
Selling and marketing		27,879			27,622			0.9	%
General and administrative		35,704			31,644			12.8	%
Product development		5,928			6,094			(2.7	%)
Depreciation		787			298			164.1	%
Amortization, excluding amortization included in cost of revenues		16,283			15,119			7.7	%
Impairment of goodwill		—			130,132			(100.0	%)
Impairment of long-lived assets		2,019			159			1,169.8	%
Acquisition and integration costs		29,648			2,090			1,318.6	%
Remeasurement of contingent consideration		2,663			(98,510	)		(102.7	%)
Total operating expenses		120,911			114,648			5.5	%
Operating loss		(49,303	)		(45,286	)		8.9	%
Interest expense on related party loans		(12,793	)		(12,070	)		6.0	%
Interest income		3,549			1,274			178.6	%
Other income (expense), net		371			(991	)		(137.5	%)
Loss before provision for income taxes		(58,176	)		(57,073	)		1.9	%
Income tax benefit		2,860			6,219			(54.0	%)
Net loss	$	(55,316	)	$	(50,854	)		8.8	%

Legend: n.m. = Not meaningful figure.

The Business has restated its Informa Tech Digital Businesses Unaudited Interim Financial Statements as of and for the six months ended June 30, 2024 included in the Toro CombineCo Inc. Registration Statement on Form S-4/A, originally filed with the Securities and Exchange Commission on September 4, 2024. The amounts in the “As Restated” columns are the updated amounts including the impacts of the errors identified. The restatement is described fully in Note 1. Business overview and basis of presentation in the Informa Tech Digital Businesses Unaudited Interim Financial Statements for the six months ended June 30, 2024 and 2023 included within this Form 8-K.

Comparison of the Six MonthsEnded June 30, 2024 and 2023

Revenue

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)			PercentChange
Marketing, advertising services and sponsorship	$	69,956	$	71,238	$	(1,282	)		(1.8	%)
Intelligence subscription services		37,802		32,287		5,515			17.1	%
Advisory services		14,283		13,128		1,155			8.8	%
Exhibitor and attendee		237		261		(24	)		(9.2	%)
Total Revenue	$	122,278	$	116,914	$	5,364			4.6	%

Revenue for the six months ended June 30, 2024 was $122.3 million, an increase of $5.4 million, or 4.6%, compared to the six months ended June 30, 2023. This reflected growth in the subscriptions business due to the impact of the Canalys acquisition, which was acquired in September 2023.

Cost of Revenues

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/<br>(Decrease)		PercentChange
Cost of revenues	$	50,670	$	47,552	$	3,118		6.6	%

Cost of revenues for the six months ended June 30, 2024 was $50.7 million, an increase of $3.1 million, or 6.6%, compared to the six months ended June 30, 2023. The increase is largely due to the inclusion of Canalys results in the six months ended June 30, 2024, following its acquisition in September 2023.

Operating Expenses

Selling and marketing

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Selling and marketing	$	27,879	$	27,622	$	257		0.9	%

Selling and marketing expenses for the six months ended June 30, 2024 were $27.9 million, an increase of $0.3 million, or 0.9%, compared to the six months ended June 30, 2023. The increase was primarily due to the inclusion of Canalys results following its acquisition in September 2023 partially offset by a reduction in sales & marketing employees in the legacy business.

General and administrative

	Six Months Ended June 30,
($in thousands)	2024<br>(As Restated)		2023		Increase/(Decrease)		PercentChange
General and administrative	$	35,704	$	31,644	$	4,060		12.8	%

General and administrative expenses for the six months ended June 30, 2024 were $35.7 million, an increase of $4.1 million, or 12.8%, compared to the six months ended June 30, 2023. The increase was due to the inclusion of Canalys results following its acquisition in September 2023, as well as an increase in the allocation of IIRIS costs as the scale of the platform grew and increased payroll cost due to expanded employment predominantly in Omdia and NetLine.

Product development

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)			PercentChange
Product development	$	5,928	$	6,094	$	(166	)		(2.7	%)

Product development expenses for the six months ended June 30, 2024 were $5.9 million, a decrease of $0.2 million, or 2.7%, compared to the six months ended June 30, 2023 due to slight reduction in employees in Industry Dive and legacy businesses.

Depreciation

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Depreciation	$	787	$	298	$	489		164.1	%

Depreciation expense for the six months ended June 30, 2024 was $0.8 million, an increase of $0.5 million, or 164.1%, compared to the six months ended June 30, 2023. The increase was due to higher depreciation as a result of investment in office space across the Asia Pacific region in the second half of fiscal year 2023.

Amortization

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Amortization, excluding amortization in cost of revenue	$	16,283	$	15,119	$	1,164		7.7	%
Amortization included in cost of revenues		245		—		245		n.m.
Amortization	$	16,528	$	15,119	$	1,409		9.3	%

Amortization expense for the six months ended June 30, 2024 was $16.5 million, an increase of $1.4 million, or 9.3%, compared to the six months ended June 30, 2023. The increase was due to the amortization of acquired intangible assets of Canalys following its acquisition in September 2023.

Impairment of Goodwill

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)			PercentChange
Impairment of goodwill	$	—	$	130,132	$	(130,132	)		(100	%)

Impairment of goodwill for the six months ended June 30, 2024 was $nil, a decrease of $130.1 million, or 100% compared to the six months ended June 30, 2023. The decrease was due to the impairment of the Industry Dive reporting unit in June 2023. The decline in fair value of the reporting unit was attributed to revised long-term revenue projections resulting from lower expectations for its core email and website sponsorship/advertising products to reflect more constrained budgets among its key customers.

Impairment of Long-Lived Assets

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Impairment of long-lived assets	$	2,019	$	159	$	1,860		1,169.8	%

Impairment of long-lived assets for the six months ended June 30, 2024 was $2.0 million, an increase of $1.9 million, or 1,169.8% compared to the six months ended June 30, 2023. The increase was mainly due to the exit from and associated impairment of Industry Dive’s Washington, DC office in March 2024.

Acquisition and Integration Costs

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)		PercentChange
Acquisition and integration costs	$	29,648	$	2,090	$	27,558		1,318,6	%

Acquisition and integration costs for the six months ended June 30, 2024 were $29.6 million, an increase of $27.6 million, or 1,318.6%, compared to the six months ended June 30, 2023. Of the increase, $27.0 million is due to acquisition costs incurred in the six months ended June 30, 2024 relating to the proposed transaction with TechTarget, Inc., including legal, professional accounting and advisor costs. The remaining increase reflects the continuation of integration costs following the acquisition of Canalys in the prior year and Industry Dive in 2022.

Remeasurement of Contingent Consideration

	Six Months Ended June 30,
($in thousands)	2024		2023			Increase/(Decrease)			PercentChange
Remeasurement of contingent consideration	$	2,663	$	(98,510	)	$	(101,173	)		(102.7	%)

Remeasurement of contingent consideration for the six months ended June 30, 2024 was a loss of $2.7 million, a change of $101.2 million compared to a gain of $98.5 million recorded for the six months ended June 30, 2023. In the six months ended June 30, 2023, the amount reflected a reduction in Industry Dive’s revenue growth, which resulted in a reduction in the fair value of the 2023 contingent consideration arrangement, hence generating a gain upon remeasurement. In the six months ended June 30, 2024, the remeasurement loss primarily relates to the unwind of the discount on the contingent consideration, resulting in an increase in the fair value of the contingent consideration arrangement.

Interest Expense

	Six Months Ended June 30,
($in thousands)	2024			2023			Increase/(Decrease)		PercentChange
		(As Restated)
Interest expense on related party loans	$	(12,793	)	$	(12,070	)	$	723		6.0	%

Interest expense for the six months ended June 30, 2024 was $12.8 million, an increase of $0.7 million, or 6.0%, compared to the six months ended June 30, 2023. The interest expense in both periods primarily relate to a related party loan used to fund the acquisition of Industry Dive in 2022.

Interest Income

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)		PercentChange
		(As Restated)
Interest income	$	3,549	$	1,274	$	2,275		178.6	%

Interest income for the six months ended June 30, 2024 was $3.5 million, an increase of $2.3 million, or 178.6%, compared to the six months ended June 30, 2023. The increase in interest income is primarily due to interest received on higher cash balances.

Other Income (Expense), Net

	Six Months Ended June 30,
($in thousands)	2024		2023			Increase/(Decrease)		PercentChange
Other income (expense), net	$	371	$	(991	)	$	1,362		(137.4	%)

Other income (expense), net, for the six months ended June 30, 2024 was a net income of $0.4 million, an increase of $1.4 million compared to a net expense of $1.0 million in the six months ended June 30, 2023. The increase was due to changes in foreign exchange rates, specifically U.S. dollars (“USD”) versus Great British Pounds (“GBP”).

Income Tax Benefit

	Six Months Ended June 30,
($in thousands)	2024		2023		Increase/(Decrease)			PercentChange
		(As Restated)
Income tax benefit	$	2,860	$	6,219	$	(3,359	)		(54.0	%)

Income tax benefit for the six months ended June 30, 2024 was $2.9 million, a decrease of $3.4 million compared to the income tax benefit of $6.2 million in the six months ended June 30, 2023. The effective tax rate was 4.9% and 10.9% for the six months ended June 30, 2024 and 2023, respectively. In the six months ended June 30, 2024 the main driver of the effective tax rate was non-deductible acquisition and integration costs. In the six months ended June 30, 2023 the effective tax rate was primarily driven by a non-deductible goodwill impairment and non-taxable contingent consideration.

Liquidity and Capital Resources

Cash Flow

The following table summarizes cash flow activities:

	For the Six MonthsEnded June 30,
($in thousands)	2024			2023
Net cash provided by (used in) operating activities	$	(30,239	)	$	17,700
Net cash used in investing activities		(3,652	)		(3,183	)
Net cash provided by financing activities		31,385			(15,486	)
Effect of exchange rate changes on cash and cash equivalents		(147	)		(305	)
Increase in cash and cash equivalents	$	(2,653	)	$	(1,274	)

The primary source of cash is a combination of operating activities and related party loans which are utilized to invest in acquisitions.

Net cash provided by operating activities

Operating cash outflow for the six months ended June 30, 2024 was $30.2 million, a $47.9 million decrease compared to the same period in 2023. This is mainly driven by transaction costs in the amount of $27.0 million incurred in the six months ended June 30, 2024 and paid for by the Parent, as well as a reduction in cash inflows from related party payables driven by the timing of settlements and lower cash inflows in accounts receivable for the six months ended June 30, 2024, which were partly offset by timing of contract billing and receipt of cash.

Net cash used in investing activities

Cash outflows from investing activities were $3.7 million and $3.2 million for the six months ended June 30, 2024 and 2023, respectively. The outflows in both periods reflect the purchase of intangible assets in relation to product development and internally generated software.

Net cash provided by financing activities

Cash flows provided by financing activities were an inflow of $31.4 million for the six months ended June 30, 2024 compared to cash used in financing activities of an outflow of $15.5 million for the six months ended June 30, 2023. Significant loans were granted as part of cash pool arrangements with parent in both the six months ended June 30, 2024 and 2023, however, the contribution in June 2024 was higher due to the transaction costs of $27.0 million incurred in the period related to the proposed transaction with TechTarget, which were paid for by the Parent on behalf of Informa Tech Digital Businesses and were recorded as net transfers from Parent. The contingent consideration from Canalys acquisition of $4.0 million was settled in June 2024.

Off Balance Sheet Arrangements

As of June 30, 2024 and December 31, 2023, the Informa Tech Digital Businesses did not have any significant off-balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

Internal Controls Over Financial Reporting

In connection with the preparation and audit of the Informa Tech Digital Businesses’ combined financial statements as of December 31, 2023 and 2022 and for the three years ended December 31, 2023, and in connection with the preparation of the unaudited condensed combined interim financial statements during 2024, the Informa Tech Digital Businesses’ management identified certain control deficiencies in the design and implementation of its internal control over financial reporting that constituted material weaknesses. These material weaknesses continue to exist as of June 30, 2024. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the financial statements will not be prevented or detected on a timely basis. The Informa Tech Digital Businesses have historically operated as part of Informa Tech operating segment of Informa and its subsidiaries and not as a standalone entity with separate legal status of existence. Accordingly, accounting policies and procedures were designed for Informa financial reporting and not for the Informa Tech Digital Businesses as a standalone entity.

The material weaknesses were driven by: (i) lack of formal documented policies and procedures and inadequate design and performance of controls over financial reporting, including documented evidence and level of precision in the execution of controls across significant business processes; (ii) ineffective IT general control environment, including lack of segregation of duties, supporting the financial reporting systems that do not utilize the Informa Tech Digital Businesses’ main enterprise resource planning systems of SAP and Oracle; and (iii) lack of sufficient resources with the appropriate level of technical U.S. GAAP accounting knowledge, experience and training to ensure proper accounting for complex, non-routine transactions required for accurate and timely financial reporting.