Related Party Transactions

9 Months Ended

Sep. 30, 2023

14. Related Party Transactions

In the ordinary course of business, the Company enters into transactions with related parties, including its affiliates. The transactions may range in the nature and value of services underlying the arrangements. The following table presents significant related party transactions where a third party receives services from the Company:


	Total Transaction Value	Revenue								Due From Related Party
		Three Months Ended September 30,				Nine Months Ended September 30,				September 30, 2023	December 31, 2022
Services		2023		2022		2023		2022
	(dollars in thousands)
Marketing and advertising services (1)	Continuous (7)	$	665	$	718	$	1,823	$	866		$	1,544	$	1,029
Marketing and advertising services (2)	$3,576 and Continuous (7)	600		966		1,193		2,038			4,283		4,831
Marketing and website development services (3)	$7,165 and Continuous (7)	759		2,658		2,702		6,945			609		488
Polling services (4)	$1,903	670		93		962		303			420		280
Polling services (5)	$797	116		109		282		477			169		—
Polling services (6)	$4,431	90		1,295		1,046		2,248			7		—



Total		$	2,900	$	5,839	$	8,008	$	12,877		$	7,032	$	6,628

(1) A member of the Company’s board of directors holds an executive leadership position or is on the board of directors of the client.

(2) Brands’ partners and executives either hold a key leadership position in or are on the board of directors of the client.

(3) Client has a significant interest in the Company.

(4) A family member of the Company’s Chief Executive Officer holds a key leadership position in the client.

(5) A family member of the Company’s President holds a key leadership position in the client.

(6) Founder of the client has significant interest in the Company.

(7) Certain of the contractual arrangements within these transactions were entered into for an indefinite term and are invoiced as services are provided, while others have a fixed definitive contract value.

In 2019, a Brand entered into a loan agreement with a related party who holds a minority interest in the Brand. The loan receivable of $1.2 million and $3.6 million due from the third party is included within Other current assets in the Company’s Unaudited Consolidated Balance Sheets as of September 30, 2023 and December 31, 2022, respectively. The Company recognized $0.1 million and $0.2 million for the three and nine months ended September 30, 2023, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2022, respectively, of interest income within Interest expense, net on its Unaudited Consolidated Statements of Operations. In addition, in 2021, the Brand entered into an arrangement to obtain sales and management services from the same third party. Under the arrangement, the Brand has incurred $1.1 million and $1.8 million of related party expense for the three and nine months ended September 30, 2023, respectively and $0.6 million and $1.3 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, $0.8 million and $1.4 million, respectively, was due to the third party.

In 2022, the Company made loans to three employees of a subsidiary each in the amount of approximately $0.9 million, together with interest on the unpaid principal balance at a fixed interest rate equal to 3.5% per annum, compounding quarterly. The cash from the loan was used by the employees to purchase the noncontrolling interest of 13.3% in TMA Direct.