Related Party Disclosures (Tables)

9 Months Ended

Sep. 30, 2024

The following table presents significant related party transactions where a related 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, 2024		December 31, 2023
Services		2024		2023		2024		2023
	(dollars in thousands)
Marketing and advertising services (1)	$455	$	—	$	665	$	—	$	1,823	$	—	$	1,518
Marketing and advertising services (2)	$331 and Continuous (7)	2,811		432		3,752		618		3,773		4,381
Marketing and website development services (3)	$3,375 and Continuous (7)	462		759		1,731		2,702		361		694
Polling services (4)	$2,023	5		670		828		962		202		160
Polling and public relation services (5)	$1,321	30		116		328		282		170		39
Polling services (6)	$4,431	—		90		—		1,046		—		—
Marketing and advertising services (6)	$18,545	2,323		—		2,664		—		—		—
Total		$	5,631	$	2,732	$	9,303	$	7,433	$	4,506	$	6,792

(1) A member of the Company’s Board was the President of a client. This person retired from his position, and is no longer an employee of the client effective January 2, 2024.

(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 $1.8 million and $0.8 million due from the third party is included within Other current assets in the Company’s Unaudited Consolidated Balance Sheet as of September 30, 2024 and Consolidated Balance Sheet as of December 31, 2023, respectively. The Company recognized less than $0.1 million of interest income for each of the three months ended September 30, 2024 and 2023 and the nine months ended September 30, 2024 and $0.2 million of interest income for the nine months ended September 30, 2023. The interest income was included within Interest expense, net on the 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 $0.5 million and $1.3 million of related party expense for the three and nine months ended September 30, 2024, respectively, and $1.1 million and $1.8 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, $1.0 million and $0.6 million, respectively, was due to the third party.

In 2018, a Brand entered into an agreement to provide marketing and advertising services to a related party whose partners hold executive leadership positions in the Brand. Under the arrangement, the Brand recognized $0.2 million and $0.8 million of revenue for the three and nine months ended September 30, 2024, respectively, and $0.2 million and $0.6 million for the three and nine months ended September 30, 2023. No revenue was due from the related party as of September 30, 2024 and December 31, 2023, respectively. In addition, on behalf of the related party, the Brand serves as an agent to transfer funds from one of the related party’s customers to the related party. The Brand does not receive revenue from this arrangement. No funds were due to the related party as of September 30, 2024. As of December 31, 2023, $0.7 million was due to the related party.

In 2022, the Company made loans to three employees of a subsidiary each in the amount of $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. As of September 30, 2024 and December 31, 2023, $2.7 million and $2.7 million, respectively, was due from the related parties and included in Other assets in the Unaudited Consolidated Balance Sheet.