Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-40643 | |
Entity Registrant Name | Outbrain Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 20-5391629 | |
Entity Address, Address Line One | 111 West 19th Street, | |
Entity Address, City or Town | New York, | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10011 | |
City Area Code | (646) | |
Local Phone Number | 867-0149 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | OB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 49,211,403 | |
Entity Central Index Key | 0001454938 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 75,080 | $ 70,889 |
Short-term investments in marketable securities | 87,592 | 94,313 |
Accounts receivable, net of allowances | 153,809 | 189,334 |
Prepaid expenses and other current assets | 40,080 | 47,240 |
Total current assets | 356,561 | 401,776 |
Non-current assets: | ||
Long-term investments in marketable securities | 66,217 | 65,767 |
Property, equipment and capitalized software, net | 42,858 | 42,461 |
Operating lease right-of-use assets, net | 16,031 | 12,145 |
Intangible assets, net | 18,654 | 20,396 |
Goodwill | 63,063 | 63,063 |
Deferred tax assets | 42,651 | 38,360 |
Other assets | 20,175 | 20,669 |
TOTAL ASSETS | 626,210 | 664,637 |
Current liabilities: | ||
Accounts payable | 129,377 | 150,812 |
Accrued compensation and benefits | 17,714 | 18,620 |
Accrued and other current liabilities | 107,611 | 119,703 |
Deferred revenue | 6,644 | 8,486 |
Total current liabilities | 261,346 | 297,621 |
Non-current liabilities: | ||
Long-term debt | 118,000 | 118,000 |
Operating lease liabilities, non-current | 13,191 | 9,217 |
Other liabilities | 17,697 | 16,735 |
TOTAL LIABILITIES | 410,234 | 441,573 |
Commitments and Contingencies (Note 11) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, par value of $0.001 per share − one billion shares authorized; 62,550,934 shares issued and 49,215,351 shares outstanding as of June 30, 2024; 61,567,520 shares issued and 49,726,518 shares outstanding as of December 31, 2023 | 63 | 62 |
Preferred stock, par value of $0.001 per share − 100,000,000 shares authorized, none issued and outstanding as of June 30, 2024 and December 31, 2023 | 0 | 0 |
Additional paid-in capital | 476,253 | 468,525 |
Treasury stock, at cost − 13,335,583 shares as of June 30, 2024 and 11,841,002 shares as of December 31, 2023 | (73,911) | (67,689) |
Accumulated other comprehensive loss | (10,407) | (9,052) |
Accumulated deficit | (176,022) | (168,782) |
TOTAL STOCKHOLDERS’ EQUITY | 215,976 | 223,064 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 626,210 | $ 664,637 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 62,550,934 | 61,567,520 |
Common stock, shares outstanding (in shares) | 49,215,351 | 49,726,518 |
Preferred stock, par value (in usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Treasury stock, shares (in shares) | 13,335,583 | 11,841,002 |
Cash and cash equivalents | $ 75,080 | $ 70,889 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 214,148 | $ 225,800 | $ 431,112 | $ 457,574 |
Cost of revenue: | ||||
Traffic acquisition costs | 158,191 | 171,224 | 323,001 | 350,800 |
Other cost of revenue | 10,381 | 10,555 | 20,940 | 21,598 |
Total cost of revenue | 168,572 | 181,779 | 343,941 | 372,398 |
Gross profit | 45,576 | 44,021 | 87,171 | 85,176 |
Operating expenses: | ||||
Research and development | 9,400 | 10,041 | 18,593 | 19,352 |
Sales and marketing | 24,777 | 25,896 | 48,561 | 51,644 |
General and administrative | 17,026 | 15,743 | 32,241 | 31,149 |
Total operating expenses | 51,203 | 51,680 | 99,395 | 102,145 |
Loss from operations | (5,627) | (7,659) | (12,224) | (16,969) |
Other income (expense): | ||||
Gain on convertible debt | 0 | 22,594 | 0 | 22,594 |
Interest expense | 569 | 1,105 | 1,506 | 2,972 |
Interest income and other income, net | 2,746 | 1,515 | 4,151 | 5,375 |
Total other income, net | 2,177 | 23,004 | 2,645 | 24,997 |
(Loss) income before income taxes | (3,450) | 15,345 | (9,579) | 8,028 |
(Benefit) provision for income taxes | (1,251) | 4,063 | (2,339) | 2,351 |
Net (loss) income | $ (2,199) | $ 11,282 | $ (7,240) | $ 5,677 |
Weighted average shares outstanding: | ||||
Basic (in shares) | 48,922,017 | 51,223,988 | 49,093,515 | 51,329,055 |
Diluted weighted average shares | 48,922,017 | 56,625,766 | 49,093,515 | 58,761,099 |
Net (loss) income per common share: | ||||
Basic (in usd per share) | $ (0.04) | $ 0.22 | $ (0.15) | $ 0.11 |
Diluted (in usd per share) | $ (0.04) | $ (0.09) | $ (0.15) | $ (0.16) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (2,199) | $ 11,282 | $ (7,240) | $ 5,677 |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (1,143) | (1,441) | (1,045) | (2,661) |
Unrealized (losses) gains on available-for-sale investments in debt securities (net of taxes of $19 and $(45) for the three months ended June 30, 2024 and 2023, respectively and $93 and $(168) for the six months ended June 30, 2024 and 2023, respectively) | (64) | 150 | (310) | 570 |
Total other comprehensive loss | (1,207) | (1,291) | (1,355) | (2,091) |
Comprehensive (loss) income | $ (3,406) | $ 9,991 | $ (8,595) | $ 3,586 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax on unrealized gains | $ 19 | $ (45) | $ 93 | $ (168) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Treasury Stock | Total Accumulated Other Comprehensive Loss | Accumulated Deficit |
Balance - beginning of period (in shares) at Dec. 31, 2022 | 60,175,020 | |||||
Balance - beginning of period at Dec. 31, 2022 | $ 217,786 | $ 60 | $ 455,831 | $ (49,168) | $ (9,913) | $ (179,024) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | (7,948,275) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock in units (in shares) | 281,469 | (48,202) | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (213) | $ (213) | ||||
Shares repurchased under the share repurchase program (in shares) | (1,313,073) | |||||
Shares repurchased under the share repurchase program | (6,142) | $ (6,142) | ||||
Stock-based compensation | 2,895 | 2,895 | ||||
Other Comprehensive Income (Loss) | (800) | (800) | ||||
Net (loss) income | (5,605) | (5,605) | ||||
Balance - end of period (in shares) at Mar. 31, 2023 | 60,456,489 | |||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | (9,309,550) | |||||
Balance - end of period at Mar. 31, 2023 | 207,921 | $ 60 | 458,726 | $ (55,523) | (10,713) | (184,629) |
Balance - beginning of period (in shares) at Dec. 31, 2022 | 60,175,020 | |||||
Balance - beginning of period at Dec. 31, 2022 | 217,786 | $ 60 | 455,831 | $ (49,168) | (9,913) | (179,024) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | (7,948,275) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net (loss) income | 5,677 | |||||
Balance - end of period (in shares) at Jun. 30, 2023 | 60,856,628 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (9,551,615) | |||||
Balance - end of period at Jun. 30, 2023 | 220,219 | $ 61 | 462,209 | $ (56,700) | (12,004) | (173,347) |
Balance - beginning of period (in shares) at Mar. 31, 2023 | 60,456,489 | |||||
Balance - beginning of period at Mar. 31, 2023 | 207,921 | $ 60 | 458,726 | $ (55,523) | (10,713) | (184,629) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | (9,309,550) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock in units (in shares) | 400,139 | (42,065) | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (189) | $ (189) | ||||
Shares repurchased under the share repurchase program (in shares) | (200,000) | |||||
Shares repurchased under the share repurchase program | (988) | $ (988) | ||||
Stock-based compensation | 3,484 | 3,484 | ||||
Other Comprehensive Income (Loss) | (1,291) | (1,291) | ||||
Net (loss) income | 11,282 | 11,282 | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1 | (1) | ||||
Balance - end of period (in shares) at Jun. 30, 2023 | 60,856,628 | |||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | (9,551,615) | |||||
Balance - end of period at Jun. 30, 2023 | $ 220,219 | $ 61 | 462,209 | $ (56,700) | (12,004) | (173,347) |
Balance - beginning of period (in shares) at Dec. 31, 2023 | 49,726,518 | 61,567,520 | ||||
Balance - beginning of period at Dec. 31, 2023 | $ 223,064 | $ 62 | 468,525 | $ (67,689) | (9,052) | (168,782) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (11,841,002) | (11,841,002) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock in units (in shares) | 348,151 | (37,492) | ||||
Vesting of restricted stock units, net of shares withheld for taxes | $ (153) | $ (153) | ||||
Shares repurchased under the share repurchase program (in shares) | (945,947) | |||||
Shares repurchased under the share repurchase program | (3,862) | $ (3,862) | ||||
Stock-based compensation | 3,068 | 3,068 | ||||
Other Comprehensive Income (Loss) | (148) | (148) | ||||
Net (loss) income | (5,041) | (5,041) | ||||
Balance - end of period (in shares) at Mar. 31, 2024 | 61,915,671 | |||||
Treasury stock, ending balance (in shares) at Mar. 31, 2024 | (12,824,441) | |||||
Balance - end of period at Mar. 31, 2024 | $ 216,928 | $ 62 | 471,593 | $ (71,704) | (9,200) | (173,823) |
Balance - beginning of period (in shares) at Dec. 31, 2023 | 49,726,518 | 61,567,520 | ||||
Balance - beginning of period at Dec. 31, 2023 | $ 223,064 | $ 62 | 468,525 | $ (67,689) | (9,052) | (168,782) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | (11,841,002) | (11,841,002) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Other Comprehensive Income (Loss) | (1,355) | |||||
Net (loss) income | $ (7,240) | |||||
Balance - end of period (in shares) at Jun. 30, 2024 | 49,215,351 | 62,550,934 | ||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (13,335,583) | (13,335,583) | ||||
Balance - end of period at Jun. 30, 2024 | $ 215,976 | $ 63 | 476,253 | $ (73,911) | (10,407) | (176,022) |
Balance - beginning of period (in shares) at Mar. 31, 2024 | 61,915,671 | |||||
Balance - beginning of period at Mar. 31, 2024 | 216,928 | $ 62 | 471,593 | $ (71,704) | (9,200) | (173,823) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2024 | (12,824,441) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Vesting of restricted stock in units (in shares) | 635,263 | (47,088) | ||||
Vesting of restricted stock units, net of shares withheld for taxes | (207) | $ (207) | ||||
Shares repurchased under the share repurchase program (in shares) | (464,054) | |||||
Shares repurchased under the share repurchase program | (2,000) | $ (2,000) | ||||
Stock-based compensation | 4,661 | 4,661 | ||||
Other Comprehensive Income (Loss) | (1,207) | (1,207) | ||||
Net (loss) income | $ (2,199) | (2,199) | ||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 1 | (1) | ||||
Balance - end of period (in shares) at Jun. 30, 2024 | 49,215,351 | 62,550,934 | ||||
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | (13,335,583) | (13,335,583) | ||||
Balance - end of period at Jun. 30, 2024 | $ 215,976 | $ 63 | $ 476,253 | $ (73,911) | $ (10,407) | $ (176,022) |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (7,240) | $ 5,677 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Gain on convertible debt | 0 | 22,594 |
Depreciation and amortization of property and equipment | 3,117 | 3,458 |
Amortization of capitalized software development costs | 4,830 | 4,909 |
Amortization of intangible assets | 1,704 | 2,449 |
Amortization of discount on marketable securities | (1,280) | (2,098) |
Stock-based compensation | 7,435 | 6,107 |
Non-cash operating lease expense | 2,486 | 2,282 |
Provision for credit losses | 2,433 | 4,835 |
Deferred income taxes | (4,742) | (220) |
Other | 286 | (1,436) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 32,081 | 10,049 |
Prepaid expenses and other current assets | 5,610 | (536) |
Accounts payable and other current liabilities | (33,356) | (33,401) |
Operating lease liabilities | (2,423) | (2,145) |
Deferred revenue | (1,816) | (231) |
Other non-current assets and liabilities | 3,111 | 4,244 |
Net cash provided by (used in) operating activities | 12,236 | (18,651) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Acquisition of a business, net of cash acquired | (181) | (285) |
Purchases of property and equipment | (2,140) | (5,091) |
Capitalized software development costs | (5,130) | (5,503) |
Purchases of marketable securities | (52,012) | (60,718) |
Proceeds from sales and maturities of marketable securities | 58,767 | 151,003 |
Other | (63) | (8) |
Net cash (used in) provided by investing activities | (759) | 79,398 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of long-term debt obligations | 0 | 96,170 |
Treasury stock repurchases and share withholdings on vested awards | (6,222) | (7,532) |
Principal payments on finance lease obligations | (263) | (1,028) |
Payment of contingent consideration liability up to acquisition-date fair value | 0 | (547) |
Net cash used in financing activities | (6,485) | (105,277) |
Effect of exchange rate changes | (392) | (1,246) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 4,600 | (45,776) |
Cash, cash equivalents and restricted cash — Beginning | 71,079 | 105,765 |
Cash, cash equivalents and restricted cash — Ending | 75,679 | 59,989 |
RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Cash and cash equivalents | 75,080 | 59,802 |
Restricted cash, included in other assets | 599 | 187 |
Total cash, cash equivalents, and restricted cash | 75,679 | 59,989 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes, net of refunds | 8,531 | 6,080 |
Cash paid for interest | 1,943 | 4,427 |
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchases of property and equipment included in accounts payable | 2,172 | 2,424 |
Operating lease right-of-use assets obtained in exchange for lease obligations | 5,940 | 4,630 |
Acquisition consideration payable | 0 | 285 |
Stock-based compensation capitalized for software development costs | $ 294 | $ 272 |
Organization, Description of Bu
Organization, Description of Business and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Description of Business and Summary of Significant Accounting Policies | Organization and Description of Business Outbrain Inc. (together with its subsidiaries, “Outbrain,” the “Company,” “we,” “our” or “us”), was incorporated in August 2006 in Delaware. The Company is headquartered in New York, New York and has wholly owned subsidiaries in Israel, Europe, Asia, Brazil and Australia. In connection with the Company’s initial public offering (“IPO”), its common stock began trading on The Nasdaq Stock Market LLC (“Nasdaq”) on July 23, 2021 under the “OB” ticker symbol. Outbrain is a leading technology platform that drives business results by connecting media owners and advertisers with engaged audiences to drive business outcomes across the Open Internet. The Company’s platform provides advertisements on media owners’ online properties. The Company generates revenue from advertisers through consumer engagements with advertisements that it delivers across a variety of third-party media owners’ online properties. The Company pays traffic acquisition costs to its media owner partners on whose digital properties the advertisements are shown. The Company’s advertiser solutions are mainly priced using a performance-based model based on the actual number of engagements generated by consumers, which is highly dependent on its ability to generate trustworthy and interesting advertisements to individual consumers based on its proprietary algorithms. A portion of the Company’s revenue is generated through advertisers participating in programmatic auctions wherein the pricing is determined by the auction results and not dependent on consumer engagement. Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 8, 2024 (“2023 Form 10-K”). Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and judgments are based on historical information and on various other assumptions that the Company believes are reasonable under the circumstances. Estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the allowance for credit losses, sales allowance, software development costs eligible for capitalization, valuation of deferred tax assets, the useful lives of property and equipment, the useful lives and fair value of intangible assets, valuation of goodwill, the fair value of stock-based awards, and the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. Reclassifications Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation. Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are generally invested in high-credit quality financial instruments with both banks and financial institutions to reduce the amount of exposure to any single financial institution. The Company generally does not require collateral to secure accounts receivable, with the exception of certain customers with higher potential credit risk who are required to prepay for their campaigns. No single advertiser accounted for 10% or more of the Company’s total revenue for the three and six months ended June 30, 2024 or 2023, or 10% or more of its gross accounts receivable balance as of June 30, 2024 and December 31, 2023. During the three and six months ended June 30, 2024 and 2023, none of the Company’s media owners accounted for 10% of its total traffic acquisition costs. Segment Information The Company has one operating and reporting segment. The Company’s chief operating decision maker is its Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. New Accounting Pronouncements Under the JOBS Act, the Company meets the definition of an emerging growth company (“EGC”) and can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards would otherwise apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an EGC or until the Company affirmatively and irrevocably opts out of the extended transition period. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures about significant segment expenses and profitability measures for all public entities, including those that have one reportable segment. The ASU is required to be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact of ASU 2023-07 on its segment disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 is focused on increased visibility into specific income tax components, requiring disclosures of specific categories and a greater disaggregation of information by jurisdiction within the effective tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2023-09 on its tax-related disclosures. See Note 1 to the Company’s audited consolidated financial statements for the year ended December 31, 2023 in the Company’s 2023 Form 10-K for a complete disclosure of the Company’s significant accounting policies. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | The following table presents total revenue based on where the Company’s advertisers are physically located: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) USA $ 59,863 $ 68,889 $ 119,272 $ 141,105 Europe, the Middle East and Africa (EMEA) 130,724 134,486 266,543 268,240 Other 23,561 22,425 45,297 48,229 Total revenue $ 214,148 $ 225,800 $ 431,112 $ 457,574 Contract Balances. There were no contract assets as of June 30, 2024 or December 31, 2023. Contract liabilities primarily relate to advance payments and consideration received from customers. As of June 30, 2024 and December 31, 2023, the Company’s contract liabilities were recorded as deferred revenue in its condensed consolidated balance sheets. |
Restructuring and Related Activ
Restructuring and Related Activities | 3 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | On May 31, 2023, the Company announced a reduction in its global workforce of approximately 10%, to adjust to the continued macroeconomic uncertainty, create additional operating efficiencies, and support the Company’s strategic growth and profitability objectives. As a result, the Company recorded pre-tax charges of approximately $2.3 million for employee severance and related benefit costs in its condensed consolidated statement of operations for the second quarter of 2023, $1.5 million of which was recorded within sales and marketing expenses, $0.4 million within research and development expenses, and $0.4 million within general and administrative expenses. All of the associated costs were fully paid during the year ended December 31, 2023. |
Investments in Marketable Secur
Investments in Marketable Securities | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments in Marketable Securities | All of the Company’s debt securities are classified as available-for-sale. The Company’s cash equivalents and investments as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 (In thousands) Fair Value Level Amortized cost (1) Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash Equivalents Short-term investments Long-term investments Money market funds 1 $ 22,138 $ — $ — $ 22,138 $ 22,138 $ — $ — U.S. Treasuries 2 15,312 — (11) 15,301 3,965 8,859 2,477 U.S. Government bonds 2 39,950 4 (113) 39,841 — 15,828 24,013 Commercial paper 2 14,509 — (15) 14,494 1,997 12,497 — U.S. Corporate bonds 2 90,419 15 (299) 90,135 — 50,408 39,727 Total cash equivalents and investments $ 182,328 $ 19 $ (438) $ 181,909 $ 28,100 $ 87,592 $ 66,217 December 31, 2023 (In thousands) Fair Value Level Amortized cost (1) Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash Equivalents Short-term investments Long-term investments Money market funds 1 $ 15,355 $ — $ — $ 15,355 $ 15,355 $ — $ — U.S. Treasuries 2 14,977 1 (29) 14,949 3,497 11,452 — U.S. Government bonds 2 39,048 40 (114) 38,974 — 20,762 18,212 Commercial paper 2 9,422 11 (3) 9,430 — 9,430 — U.S. Corporate bonds 2 100,146 275 (197) 100,224 — 52,669 47,555 Total cash equivalents and investments $ 178,948 $ 327 $ (343) $ 178,932 $ 18,852 $ 94,313 $ 65,767 __________________________ (1) The amortized cost of debt securities excludes accrued interest of $1.6 million and $1.4 million, respectively, as of June 30, 2024 and December 31, 2023. On April 14, 2023 , in connection with the Company’s partial repurchase of its 2.95% Convertible Senior Notes due 2026 (“Convertible Notes”), the Company redeemed some of its available-for-sale marketable securities prior to their maturities to finance the debt repurchase. The proceeds from the sales of securities were $78.9 million, which included a gross realized loss of $0.6 millio n, which was released from other comprehensive loss and recorded within interest income and other income, net in the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2023 . The gross realized loss was determined using the specific identification method. The following table presents the fair value of the Company’s available-for-sale securities by contractual maturity: June 30, 2024 (In thousands) Within 1 year $ 115,692 After 1 year through 3 years 66,217 Total fair value $ 181,909 The following table presents the fair value of investments and gross unrealized losses recorded in other comprehensive loss, by investment category and the length of time the securities have been in a continuous loss position: June 30, 2024 Less than 12 Months 12 Months or More Total (In thousands) Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. Treasuries $ 15,301 $ (11) $ — $ — $ 15,301 $ (11) U.S. Government bonds 27,945 (98) 8,420 (15) 36,365 (113) Commercial paper 14,494 (15) — — 14,494 (15) U.S. Corporate bonds 49,411 (200) 30,710 (99) 80,121 (299) Total $ 107,151 $ (324) $ 39,130 $ (114) $ 146,281 $ (438) December 31, 2023 Less than 12 Months 12 Months or More Total (In thousands) Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. Treasuries $ 1,279 $ — $ 4,711 $ (29) $ 5,990 $ (29) U.S. Government bonds 6,798 (9) 16,964 (105) 23,762 (114) Commercial paper 3,649 (3) — — 3,649 (3) U.S. Corporate bonds 40,031 (119) 18,840 (78) 58,871 (197) Total $ 51,757 $ (131) $ 40,515 $ (212) $ 92,272 $ (343) For marketable securities with unrealized loss positions, the Company does not intend to sell these securities and it is more likely than not that the Company will hold these securities until maturity or a recovery of the cost basis. No allowance for credit losses was recorded for these securities as of June 30, 2024 and December 31, 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | The Company’s goodwill balance as of June 30, 2024 and December 31, 2023 was $63.1 million. The Company has not recorded any accumulated impairments of goodwill. The gross carrying amount and accumulated amortization of the Company’s intangible assets are as follows: June 30, 2024 Weighted Average Amortization Gross Value Accumulated Amortization Net Carrying Value (In thousands) Developed technology 8.0 years $ 18,411 $ (11,525) $ 6,886 Customer relationships 5.0 years 5,853 (5,485) 368 Publisher relationships 8.0 years 18,733 (11,297) 7,436 Trade names 8.8 years 5,279 (2,055) 3,224 Content provider relationships 5.0 years 284 (141) 143 Other 15.8 years 905 (308) 597 Total intangible assets, net $ 49,465 $ (30,811) $ 18,654 December 31, 2023 Weighted Average Amortization Gross Value Accumulated Amortization Net Carrying Value (In thousands) Developed technology 8.0 years $ 18,410 $ (10,900) $ 7,510 Customer relationships 5.0 years 5,972 (5,530) 442 Publisher relationships 8.0 years 18,973 (10,863) 8,110 Trade names 8.8 years 5,326 (1,779) 3,547 Content provider relationships 5.0 years 284 (113) 171 Other 15.8 years 898 (282) 616 Total intangible assets, net $ 49,863 $ (29,467) $ 20,396 No impairment charges were recorded for the Company’s intangible assets subject to amortization during the three and six months ended June 30, 2024 and 2023. As of June 30, 2024, estimated amortization related to the Company’s identifiable acquisition-related intangible assets in future periods was as follows: Amount (In thousands) 2024 $ 1,731 2025 3,463 2026 3,463 2027 3,115 2028 3,062 Thereafter 3,820 Total $ 18,654 |
Balance Sheet Components
Balance Sheet Components | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Accounts Receivable and Allowance for Credit Losses Accounts receivable, net of allowance for credit losses consists of the following: June 30, 2024 December 31, 2023 (In thousands) Accounts receivable $ 164,227 $ 199,714 Allowance for credit losses (10,418) (10,380) Accounts receivable, net of allowance for credit losses $ 153,809 $ 189,334 The allowance for credit losses consists of the following activity: Six Months Ended Year Ended December 31, 2023 (In thousands) Allowance for credit losses, beginning balance $ 10,380 $ 5,512 Provision for credit losses 2,262 8,220 Write-offs (2,224) (3,352) Allowance for credit losses, ending balance $ 10,418 $ 10,380 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following: June 30, 2024 December 31, 2023 (In thousands) Prepaid traffic acquisition costs $ 20,091 $ 26,398 Prepaid taxes 11,726 11,371 Prepaid software licenses 2,811 2,224 Other prepaid expenses and other current assets 5,452 7,247 Total prepaid expenses and other current assets $ 40,080 $ 47,240 Property, Equipment and Capitalized Software, Net Property, equipment and capitalized software, net consists of the following: June 30, 2024 December 31, 2023 (In thousands) Capitalized software development costs $ 83,519 $ 78,389 Computer and equipment 64,319 61,529 Leasehold improvements 3,313 3,300 Software 3,254 3,221 Furniture and fixtures 1,254 1,098 Property, equipment, and capitalized software, gross 155,659 147,537 Less: accumulated depreciation and amortization (112,801) (105,076) Total property, equipment and capitalized software, net $ 42,858 $ 42,461 Accrued and Other Current Liabilities Accrued and other current liabilities consists of the following: June 30, 2024 December 31, 2023 (In thousands) Accrued traffic acquisition costs $ 70,099 $ 75,870 Accrued agency commissions 12,774 12,376 Accrued professional fees 6,657 3,261 Accrued tax liabilities 6,279 15,596 Operating lease obligations, current 3,657 3,684 Interest payable 1,565 1,566 Other 6,580 7,350 Total accrued and other current liabilities $ 107,611 $ 119,703 In addition to accrued traffic acquisition costs, accounts payable includes $117.3 million and $137.6 million of traffic acquisition costs as of June 30, 2024 and December 31, 2023, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company’s financial instruments include restricted time deposits, severance pay fund deposits and foreign currency forward contracts. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the Company uses the fair value hierarchy described below to distinguish between observable and unobservable inputs: Level I — Valuations based on quoted prices in active markets for identical assets and liabilities at the measurement date; Level II — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be principally corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level III — Valuations based on unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: June 30, 2024 Level I Level II Level III Total (In thousands) Financial Assets: Cash equivalents and investments (1) $ 22,138 $ 159,771 $ — $ 181,909 Restricted time deposit (2) — 599 — 599 Severance pay fund deposits (2) — 4,834 — 4,834 Foreign currency forward contract (3) — 115 — 115 Total financial assets $ 22,138 $ 165,319 $ — $ 187,457 Financial Liabilities: Foreign currency forward contract (4) — 467 — 467 Total financial liabilities $ — $ 467 $ — $ 467 December 31, 2023 Level I Level II Level III Total (In thousands) Financial Assets: Cash equivalents and investments (1) $ 15,355 $ 163,577 $ — $ 178,932 Restricted time deposit (2) — 190 — 190 Severance pay fund deposits (2) — 4,901 — 4,901 Foreign currency forward contract (3) — 1,254 — 1,254 Total financial assets $ 15,355 $ 169,922 $ — $ 185,277 Financial Liabilities: Foreign currency forward contract (4) — 106 — 106 Total financial liabilities $ — $ 106 $ — $ 106 _____________________ (1) Money market securities are valued using Level I of the fair value hierarchy, while the fair values of U.S. Treasuries, government bonds, commercial paper, and corporate bonds are considered Level II and are obtained from independent pricing services, which may use various methods, including quoted prices for identical or similar securities in active and inactive markets. See Note 4 for additional detail of the Company’s fixed income securities by balance sheet location. (2) Recorded within other assets. (3) Recorded within prepaid expenses and other current assets. (4) Recorded within accrued and other current liabilities. The Company records the fair values of the assets and liabilities relating to its undesignated foreign currency forward contracts on a gross basis in its condensed consolidated balance sheets, as they are not subject to master netting arrangements. There is no cash collateral required to be pledged by the Company or its counterparties. The Company enters into foreign currency forward exchange contracts to manage the effects of fluctuations in foreign currency exchange rates on its net cash flows from non-U.S. dollar denominated operations. By entering into foreign currency forward contracts, the Company is exposed to a potential credit risk that the counterparty to its contracts will fail to meet its contractual obligations. If a counterparty fails to perform, the Company’s maximum credit risk exposure would be the positive fair value of the foreign currency forward contracts, or any asset balance, which represents the amount the counterparty owes to the Company. In order to mitigate the counterparty risk, the Company performs an evaluation of its counterparty credit worthiness, and its forward contracts have a term of no more than 18 months. During the three and six months ended June 30, 2024, the Company recognized net losses of $0.6 million and $1.5 million, respectively, within interest income and other income, net in its condensed consolidated statements of operations, related to mark-to-market adjustments on its undesignated foreign currency forward contacts. The Company recorded corresponding net losses of $0.1 million and $0.2 million, respectively, for the three and six months ended June 30, 2023. The Convertible Notes are recorded within long-term debt on the Company’s condensed consolidated balance sheets at their carrying value, which may differ from their fair value. The fair value of Convertible Notes is estimated using external pricing data, including any available market data for other debt instruments with similar characteristics. The following table summarizes the carrying value and the estimated fair value of the Convertible Notes, based on Level II measurements of the fair value hierarchy: June 30, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Convertible Notes $ 118,000 $ 98,341 $ 118,000 $ 95,958 See Note 9 for additional information relating to the Convertible Notes. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Operating Leases | The Company leases certain equipment and computers under finance lease arrangements, as well as office facilities and managed data center facilities under non-cancelable operating lease arrangements for its U.S. and international locations that expire on various dates through 2032. The following table summarizes assets and liabilities related to the Company’s operating and finance leases: Condensed Consolidated Balance Sheets Location June 30, 2024 December 31, 2023 (In thousands) Lease assets: Operating leases Operating lease right-of-use assets, net $ 16,031 $ 12,145 Finance leases Property, equipment and capitalized software, net — 226 Total lease assets $ 16,031 $ 12,371 Lease liabilities: Current liabilities: Operating leases Accrued and other current liabilities $ 3,657 $ 3,684 Finance leases Accrued and other current liabilities — 254 Non-current liabilities: Operating leases Operating lease liabilities, non-current 13,191 9,217 Total lease liabilities $ 16,848 $ 13,155 The following table presents the components of the Company’s total lease expense: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Operating lease cost Fixed lease costs (1) $ 1,291 $ 1,136 $ 2,486 $ 2,282 Variable lease costs (2) 65 126 196 158 Short-term lease costs (1) 130 163 245 302 Finance lease cost: Depreciation (3) 6 463 226 927 Interest (4) — 25 3 59 Total lease cost $ 1,492 $ 1,913 $ 3,156 $ 3,728 ________________________________________ (1) Recorded within cost of revenue and operating expenses. (2) Recorded within operating expenses. (3) Recorded within cost of revenue. (4) Recorded within interest expense. As of June 30, 2024, the maturities of the Company’s lease liabilities under operating leases were as follows: Year Operating Leases (In thousands) Remainder of 2024 $ 2,538 2025 4,801 2026 4,186 2027 3,744 2028 2,403 Thereafter 3,537 Total minimum payments required $ 21,209 Less: imputed interest (4,361) Total present value of lease liabilities $ 16,848 |
Finance Leases | The Company leases certain equipment and computers under finance lease arrangements, as well as office facilities and managed data center facilities under non-cancelable operating lease arrangements for its U.S. and international locations that expire on various dates through 2032. The following table summarizes assets and liabilities related to the Company’s operating and finance leases: Condensed Consolidated Balance Sheets Location June 30, 2024 December 31, 2023 (In thousands) Lease assets: Operating leases Operating lease right-of-use assets, net $ 16,031 $ 12,145 Finance leases Property, equipment and capitalized software, net — 226 Total lease assets $ 16,031 $ 12,371 Lease liabilities: Current liabilities: Operating leases Accrued and other current liabilities $ 3,657 $ 3,684 Finance leases Accrued and other current liabilities — 254 Non-current liabilities: Operating leases Operating lease liabilities, non-current 13,191 9,217 Total lease liabilities $ 16,848 $ 13,155 The following table presents the components of the Company’s total lease expense: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Operating lease cost Fixed lease costs (1) $ 1,291 $ 1,136 $ 2,486 $ 2,282 Variable lease costs (2) 65 126 196 158 Short-term lease costs (1) 130 163 245 302 Finance lease cost: Depreciation (3) 6 463 226 927 Interest (4) — 25 3 59 Total lease cost $ 1,492 $ 1,913 $ 3,156 $ 3,728 ________________________________________ (1) Recorded within cost of revenue and operating expenses. (2) Recorded within operating expenses. (3) Recorded within cost of revenue. (4) Recorded within interest expense. As of June 30, 2024, the maturities of the Company’s lease liabilities under operating leases were as follows: Year Operating Leases (In thousands) Remainder of 2024 $ 2,538 2025 4,801 2026 4,186 2027 3,744 2028 2,403 Thereafter 3,537 Total minimum payments required $ 21,209 Less: imputed interest (4,361) Total present value of lease liabilities $ 16,848 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Convertible Notes As of each of June 30, 2024 and December 31, 2023, the Company had $118.0 million principal amount of Convertible Notes outstanding, pursuant to an indenture, dated as of July 27, 2021 (the “Indenture”), between the Company and The Bank of New York Mellon, as trustee. The Convertible Notes mature on July 27, 2026, unless earlier converted, redeemed, or repurchased. On April 14, 2023, the Company repurchased $118.0 million aggregate principal amount of the Convertible Notes out of the initially issued principal balance of $236.0 million via a privately negotiated repurchase agreement with Baupost Group Securities, L.L.C., the sole holder of the Convertible Notes, for approximately $96.2 million in cash, including accrued interest, representing a discount of approximately 19% to the principal amount of the repurchased notes. As a result, the Company recorded a pre-tax gain of approximately $22.6 million within g ain on convertible debt in the Company’s consolidated statement of operations for the three and six months ended June 30, 2023. Following the closing of the repurchase, the repurchased notes were cancelled by the Trustee, and $118.0 million principal amount of the Convertible Notes out of the initially issued principal balance of $236.0 million, remains outstanding as of June 30, 2024 and continues to be subject to the terms of the Indenture pursuant to which they were issued. Interest on the Convertible Notes is payable semi-annually in arrears on January 27 and July 27 of each year, beginning on January 27, 2022, at a rate of 2.95% per year. The initial conversion rate for the Convertible Notes is 40 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of $25 per share of the Company’s common stock), subject to adjustment. See No te 9 to th e Company’s 2023 Annual Report on Form 10-K for additional information relating to the Company’s Convertible Notes, including the redemption and conversion provisions. Revolving Credit Facility The Company’s First Amendment to the Second Amended and Restated Loan and Security Agreement with Silicon Valley Bank, a division of First Citizens Bank & Trust Company, provides, subject to borrowing availability and certain other conditions, for revolving loans in an aggregate principal amount of up to $75.0 million (the “Facility”), with a $15.0 million sub-facility for letters of credit. The Company’s borrowing availability under the Facility is calculated by reference to a borrowing base which is determined by specified percentages of eligible accounts receivable. The Facility will terminate on the earlier of (i) November 2, 2026 or (ii) 120 days prior to the maturity date of the Convertible Notes, unless all of the Convertible Notes have been converted to common equity securities of the Company. Outstanding loans under the Facility, as recently amended, accrue interest, at the Company’s option based upon borrowing availability under the Facility, at a rate equal to either (a) a base rate minus an applicable margin ranging from 1.5% to 1.0% per annum or (b) SOFR plus an applicable margin of 1.5% to 2.0% per annum, subject to a SOFR adjustment ranging from 0.10% to 0.15%, depending on the length of the borrowing. The undrawn portions of the commitments under the Facility are subject to a commitment fee at a rate ranging from 0.20% per annum to 0.30% per annum, based upon borrowing availability under the Facility. The Facility contains representations and warranties, including, without limitation, with respect to collateral; accounts receivable; financials; litigation, indictment and compliance with laws; disclosure and no material adverse effect, each of which is a condition to funding. Additionally, the Facility includes events of default and customary affirmative and negative covenants applicable to the Company and its subsidiaries, including, without limitation, restrictions on liens, indebtedness, investments, fundamental changes, dispositions, restricted payments and prepayment of the Convertible Notes and of junior indebtedness. The Facility contains a financial covenant that requires, in the event that credit extensions under the Facility equal or exceed 85% of the available commitments under the Facility or upon the occurrence of an event of default, the Company to maintain a minimum consolidated monthly fixed charge coverage ratio of 1.00. The obligations of the Company, and the other subsidiary co-borrowers under the 2021 Revolving Credit Facility are secured by a first-priority lien on substantially all the assets of the Company and such other subsidiary co-borrowers. The Company was in compliance with all of the related financial covenants as of June 30, 2024 and December 31, 2023. As of June 30, 2024 and December 31, 2023, the Company had no borrowings outstanding under the 2021 Revolving Credit Facility and its available borrowing capacity was $65.1 million and $75.0 million, respectively, based on the defined borrowing formula. Other assets in the Company’s condensed consolidated balance sheets at each of June 30, 2024 and December 31, 2023 included deferred financing costs of $0.3 million, which are being amortized over the term of the Facility. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | The Company’s interim (benefit) provision for income taxes is determined based on its annual estimated effective tax rate, applied to the actual year-to-date income, and adjusted for the tax effects of any discrete items. The Company’s effective tax rates for the three and six months ended June 30, 2024 were 36.3% and 24.4%, respectively. The Company’s effective tax rates for the three and six months ended June 30, 2023 were 26.5% and 29.3%, respectively. The Company’s effective tax rate for the three and six months ended June 30, 2024 was higher than the United States federal statutory tax rate of 21%, primarily due t o the tax impact related to the profitability of non-U.S. jurisdictions and certain non-deductible stock-based compensation expenses, partially offset by a deduction related to foreign-derived intangible income and the impact of uncertain tax positions. The Company’s effect ive tax rates for the three and six months ended June 30, 2023 were higher than the United States federal statutory tax rate of 21%, primarily due to certain non-deductible stock-based compensation expenses, partially offset by a deduction related to foreign-derived intangible income. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Legal Proceedings and Other Matters From time to time, the Company may become subject to legal proceedings, claims and litigation arising in the ordinary course of business. In addition, the Company may receive letters alleging infringement of patent or other intellectual property rights. The Company is not currently a party to any material legal proceedings, nor is it aware of any pending or threatened litigation that, in its opinion, would have a material adverse effect on its business, operating results, cash flows or financial condition should such litigation be resolved unfavorably. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | Share Repurchases On December 14, 2022, the Company’s Board of Directors (the “Board”) approved a new share repurchase program, authorizing the Company to repurchase up to $30 million of its common stock, par value $0.001 per share, with no requirement to purchase any minimum number of shares. The manner, timing, and actual number of shares repurchased under the program will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities. Shares may be repurchased through privately negotiated transactions or open market purchases, including through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended. The repurchase program may be commenced, suspended, or terminated at any time by the Company at its discretion without prior notice. The following is a summary of the Company’s share repurchase activity under its share repurchase program for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands, except share information) Shares repurchased 464,054 200,000 1,410,001 1,513,073 Fair value of shares repurchased $ 2,000 $ 988 $ 5,862 $ 7,130 As of June 30, 2024, the remaining availability under the Company’s $30 million share repurchase program was $6.6 million. Commission costs associated with share repurchases and excise taxes accrued as a result of the Inflation Reduction Act of 2022 do not reduce the remaining authorized amount under the repurchase programs. In addition, the Company may periodically withhold shares to satisfy employee tax withholding obligations arising in connection with the vesting of restricted stock units and exercise of options and warrants in accordance with the terms of the Company’s equity incentive plans and the underlying award agreements. During the three and six months ended June 30, 2024, the Company withheld 47,088 and 84,580 shares, respectively, with a fair value of $0.2 million and $0.4 million , respectively, to satisfy the employee tax withholding obligations. For the three and six months ended June 30, 2023, the Company withheld 42,065 shares and 90,267 shares, respectively, with a fair value of $0.2 million and $0.4 million , respectively. The following table details the changes in accumulated other compressive loss, net of tax: Foreign Currency Translation Loss Unrealized Loss on Investments in Marketable Securities Total Accumulated Other Comprehensive Loss (In thousands) Balance–December 31, 2023 $ (9,039) $ (13) $ (9,052) Other comprehensive loss, net of tax (1,045) (310) (1,355) Balance–June 30, 2024 $ (10,084) $ (323) $ (10,407) There were no amounts reclassified from AOCI to earnings during the three and six months ended June 30, 2024. During the three months ended June 30, 2023, $0.4 million of realized losses on investments in marketable securities, net of taxes of $0.1 million, were released from accumulated other comprehensive loss to earnings, and recorded within interest income and other income, net in the Company’s condensed consolidated statements of operations for the |
Stock-based Compensation
Stock-based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-based Compensation | Equity Incentive Plans In July 2021, the Board and the Company’s stockholders approved the 2021 Long-Term Incentive Plan (the “2021 Plan”), which may be used to grant, among other award types, stock options, restricted stock units (“RSUs”) and performance stock units (“PSUs”). The number of shares of common stock reserved for future issuance under the 2021 Plan will be increased pursuant to provisions for annual automatic evergreen increases. The Company’s previous awards issued under its 2007 Omnibus Securities and Incentive Plan, as amended and restated on January 21, 2009 (the “2007 Plan”), remain subject to the 2007 Plan. As of June 30, 2024, 5,277,000 and 899,922 sha res were available for grant under the 2021 Plan and the 2007 Plan, respectively. The Company generally issues new shares for stock option exercises and vesting of RSUs. The Company recognizes stock-based compensation expense for stock-based awards based on the estimated fair value of the awards, as further described below, and accounts for forfeitures as they occur. The following table summarizes stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Research and development $ 993 $ 1,037 $ 1,706 $ 1,539 Sales and marketing 1,703 1,222 2,770 2,248 General and administrative 1,812 1,237 2,959 2,320 Total stock-based compensation $ 4,508 $ 3,496 $ 7,435 $ 6,107 As of June 30, 2024, the Company’s remaining unrecognized stock-based compensation expense was $0.4 million for unvested stock options, $26.0 million for unvested RSUs and $3.3 million for unvested PSUs. The following table summarizes stock option, RSU and PSU activity for the six months ended June 30, 2024: Stock Options (1) RSUs PSUs Outstanding—December 31, 2023 2,409,553 3,417,083 90,000 Granted — 2,560,218 1,136,600 Exercised/Vested — (983,414) — Forfeited (112,371) (207,337) — Outstanding—June 30, 2024 2,297,182 4,786,550 1,226,600 ____________________ (1) Includes 2,861 stock appreciation rights (SARs), which are accounted for as liability awards, and expire in September 2024. Stock Options The Company estimates the fair value of its stock option awards on the grant date using the Black-Scholes option pricing model. There were no stock options granted during the six months ended June 30, 2024. Service-based Restricted Stock Units The Company grants service-based RSUs to its employees and non-employee directors, which generally vest over a period of three to four years. The fair values of service-based RSUs are based on the fair value of the Company's common stock on the date of grant. During the six months ended June 30, 2024, the Company granted 2,560,218 service-based RSUs with a weighted average grant date fair value of $4.52 per share. Performance Stock Units The Company’s PSUs granted in 2023 vest over a period of three years, subject to the employee’s continued employment through the vesting date and satisfaction of certain pre-established performance targets based on Company financial metrics. Expense related to these PSUs is recognized ratably during the 3-year performance period, based on the probability of attaining the performance targets. The potential number of shares that may be earned is determined based on achievement of performance targets up to a maximum of 100% of the number of PSUs granted. In June 2024, the Company granted market-based PSU awards to its senior executives, which are earned subject to achievement of specified stock price hurdles for 20 days out of a 30-trading day window during the 3-year performance period, as well as continued employment through the quarterly vesting dates over the 3-year period. The number of shares that are eligible to vest range from 0% to 100% of the number of PSUs granted based on achievement of the specified stock price hurdles, with half of our CEO’s PSU award subject to vesting based on two additional above-target stock price hurdles. The Company uses a Monte Carlo simulation, which uses subjective assumptions and simulates multiple stock price paths of the Company's common stock to determine the fair value of market-based PSUs on the date of grant. Compensation expense is recognized using an accelerated attribution method over the greater of the derived service periods and explicit quarterly service periods. Compensation expense, net of forfeitures, is recorded regardless of whether the market condition will be ultimately satisfied. The following assumptions are used to estimate the fair value of the Company’s market-based PSUs: Six Months Ended June 30, 2024 Weighted average grant date fair value $ 2.86 Expected volatility 60.68 % Risk-free rate 4.53 % Expected dividend yield — Stock-Based Awards Granted Outside of Equity Incentive Plans Warrants The Company issued equity-classified warrants to purchase shares of common stock to certain third-party advisors, consultants, and financial institutions, which expire between November 2024 and September 2026. As of June 30, 2024 and December 31, 2023, 188,235 warrants were outstanding and exercisable with a weighted average exercise price of $7.57. Employee Stock Purchase Plan As of June 30, 2024, approximately 2,849,545 shares of the Company’s common stock have been reserved for issuance under the Company’s 2021 Employee Stock Purchase Plan (the “ESPP”), which is subject to annual automatic evergreen increases. There have been no shares purchased under the ESPP as it is not yet active. See Note 13 to th e Company’s 2023 Annual Report on Form 10-K for additional information relating to the Company’s share-based compensation awards. |
Net Income Loss Per Common Shar
Net Income Loss Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | The following table presents the computation of the Company’s basic and diluted loss per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Dollars in thousands) Numerator: Net (loss) income attributed to common stockholders - basic $ (2,199) $ 11,282 $ (7,240) $ 5,677 Adjustments related to convertible debt (1) — (16,588) — (15,257) Net loss attributable to common stockholders - diluted $ (2,199) $ (5,306) $ (7,240) $ (9,580) Denominator: Basic weighted-average shares 48,922,017 51,223,988 49,093,515 51,329,055 Weighted-average dilutive share equivalents: Convertible debt — 5,401,778 — 7,432,044 Diluted weighted-average shares 48,922,017 56,625,766 49,093,515 58,761,099 Net (loss) income per share: Basic $ (0.04) $ 0.22 $ (0.15) $ 0.11 Diluted $ (0.04) $ (0.09) $ (0.15) $ (0.16) ___________________________ (1) The Company uses the if-converted method to calculate the dilutive impact of the Convertible Notes, which assumes share settlement as of the beginning of the period if the effect is more dilutive than cash settlement. The following weighted-average shares have been excluded from the calculation of diluted net loss per share for each period presented because they are anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Convertible debt 4,720,000 — 4,720,000 — Options to purchase common stock 2,342,050 2,547,995 2,368,800 2,604,607 Warrants 188,235 188,235 188,235 188,235 Restricted stock units 3,601,643 2,873,968 3,465,054 2,765,027 Performance-based stock units 371,014 24,457 230,507 12,431 Total shares excluded from diluted loss per share 11,222,942 5,634,655 10,972,596 5,570,300 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | On August 1, 2024, the Company entered into a definitive share purchase agreement (the “Agreement”) with Altice Teads S.A. (the “Seller” or “Altice”), a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg and the sole shareholder of Teads S.A., a public limited liability company (société anonyme) incorporated and existing under the laws of the Grand Duchy of Luxembourg (“Teads”), and Teads. Pursuant to the Agreement, Outbrain agreed to acquire all of the issued and outstanding share capital of Teads upon the terms and subject to the conditions set forth in the Agreement (the “Transaction”). The Agreement provides for the following consideration to be paid to the Seller at closing of the Transaction (the “Closing”): (1) a cash payment of $725.0 million, subject to certain customary adjustments as set forth in the Agreement (the “Cash Consideration”), (2) $35.0 million newly issued shares of the Company’s common stock, par value $0.001 (the “Common Stock”; such newly issued shares of Common Stock, the “Consideration Common Stock”), and (3) $10.5 million newly issued shares of the Company’s Series A Convertible Preferred Stock, par value $0.001 (the “Series A Preferred Stock” and, together with the Consideration Common Stock, the “Consideration Stock”). Additionally, the Seller will be entitled to a deferred cash payment in an amount equal to $25.0 million payable in one or more installments subject to compliance with the covenants of any of the debt financing(s) described below. Following the Closing, the Seller will own approximately 42% of the Company’s issued and outstanding shares of Common Stock, or 48% assuming conversion of the Series A Preferred Stock (based on the amount of issued and outstanding shares of Common Stock as of June 30, 2024). Subject to certain conditions, either the Company or the Seller may terminate the Agreement if the Closing has not occurred by the date which is nine months after the date of the Agreement, which date may be extended for three additional periods of three months each if the reason for not closing is that the regulatory conditions have not been satisfied. The Agreement contains customary representations, warranties and covenants for a transaction of this type. Closing under the Agreement is subject to customary conditions, including (1) approval of the Company’s stockholders to the issuance of the Consideration Stock in accordance with the rules and regulations of the Nasdaq Stock Market and the Company’s organizational documents (the “Stockholder Approval”), (2) the absence of any law or order issued by any governmental authority prohibiting or preventing the consummation of the Transaction, (3) obtaining certain regulatory approvals, including the expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (4) subject to certain exceptions, the accuracy of the representations and warranties of, and compliance with covenants by, each of the parties to the Agreement, and (5) the absence of a Material Adverse Event (as defined in the Agreement). Pursuant to the Agreement, the Company will file a certificate of designation (the “Certificate of Designation”) with the Delaware Secretary of the State at Closing designating the rights, preferences and limitations of the shares of the Series A Preferred Stock. The Series A Preferred Stock will have a liquidation preference (the “Liquidation Preference”) of $10.00 per share (adjusted in the event of a stock dividend, stock split, stock distribution, recapitalization or combination with respect to the Series A Preferred Stock). Upon the occurrence of a Liquidation Event (as defined in the Certificate of Designation), the holders of the Series A Preferred Stock shall be entitled to the greater of (i) the Liquidation Preference plus the aggregate amount of all accrued and accumulated dividends on the Series A Preferred Stock and (ii) the consideration that a holder of Series A Preferred Stock would have received if it had converted its stock into Common Stock immediately prior to the Liquidation Event. Dividends on the Series A Preferred Stock will accrue on a quarterly basis at a rate of 10% per annum, payable in cash or payment-in-kind at Outbrain’s option. The holders of the Series A Preferred Stock shall have the right to convert all or a portion of the holder’s Series A Preferred Stock to a number of shares of Common Stock determined as the current Liquidation Preference of such Series A Preferred Stock to be converted plus an amount equal to the sum of all accrued and unpaid dividends for the then-current dividend period, divided by the conversion price of $10.00 per share, as may be subject to customary adjustments in accordance with the Certificate of Designation. The Company may elect to convert all or a portion of the Series A Preferred Stock that is at least 10% of the then outstanding Series A Preferred Stock to Common Stock after two years subject to the Common Stock achieving a certain price threshold. The Series A Preferred Stock may be redeemed by the Company in whole or part in cash prior to the five-year anniversary of its issuance, subject to payment of certain premiums, and after the fifth anniversary of issuance without premium. The Series A Preferred Stock will vote together with the Common Stock on an as-converted basis on all matters, and not as a separate class. The Agreement provides that the Company and Seller will enter into a stockholders agreement (the “Stockholders Agreement”) at Closing. Pursuant to the Stockholders Agreement, the number of directors on the Company Board shall be increased by two, and the Seller shall have the right to nominate for election to the Company Board two persons, one of whom shall be non-affiliated with the Seller and must qualify as an independent director pursuant to the requirements of the Nasdaq Stock Market. The Seller shall have the right to nominate (1) two directors until the Seller and its affiliated stockholders cease to hold in the aggregate at least 25% of the total voting power of the outstanding capital stock of the Company and (2) one director until the Seller and its affiliated stockholders cease to hold in the aggregate at least 10% of the total voting power of the outstanding capital stock of the Company, in each case on an as-converted basis. Additionally, commencing on the third anniversary of the Closing, Seller shall have the right to nominate three directors until such time as the Seller and its affiliated stockholders cease to own at least 30% of the total voting power of the outstanding capital stock of the Company, on an as-converted basis. The Stockholders Agreement also requires that until such time that the Seller and its affiliated stockholders hold in the aggregate less than 15% of the total voting power of the outstanding capital stock of the Company (the “15% Threshold”), on an as-converted basis, the Seller will take such action necessary to cause its affiliate stockholders to vote their shares at each meeting of the Company’s stockholders in the same manner as recommended by the Company Board. The Stockholders Agreement further provides that until such time that Seller and its affiliated stockholders hold less than the 15% Threshold in the aggregate, they will comply with customary standstill restrictions with respect to the Company. The Stockholders Agreement will include restrictions on the transferability of the Consideration Stock. Under the Agreement, the Company and Seller will also enter into a registration rights agreement (the “Registration Rights Agreement”) at Closing, pursuant to which the Company will provide customary demand and piggyback registration rights to the holders of the Registrable Shares (as defined in the Registration Rights Agreement), which includes the Consideration Common Stock. In connection with the execution of the Agreement, each of Viola Ventures III, L.P. and Yaron Galai (together, the “Company Stockholders”) in their respective capacities as stockholders of the Company, entered into a customary Stockholder Support Agreement (the “Support Agreement”) with the Company and Seller, pursuant to which the Company Stockholders agreed, among other things, to vote their respective shares of Common Stock in favor of the Stockholder Approval and any other proposals brought to a vote of stockholders of the Company in furtherance of the Transaction. Notwithstanding the foregoing, the Company Stockholders are permitted to take any action and participate in any discussions or negotiations regarding a Qualifying Purchaser Acquisition Proposal (as defined in the Agreement) to the same extent that the Company is permitted to pursuant to the Agreement. As of June 30, 2024, the Company Stockholders beneficially own an aggregate of approximately 20.13% of the Company’s issued and outstanding shares of Common Stock. In connection with entering into the Agreement, the Company entered into a debt commitment letter, dated August 1, 2024 (the “Commitment Letter”), with Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, LTD (collectively, the “Commitment Parties”), pursuant to which the Commitment Parties have committed to provide (i) a $100 million senior secured revolving credit facility (the “Revolving Credit Facility”) and (ii) a senior secured bridge facility in an aggregate principal amount of up to $750 million (the “Bridge Facility”). The Bridge Facility will be used to fund the cash consideration for the Transaction and to pay fees and expenses related thereto. Additionally, a portion of the Revolving Credit Facility may be used to fund a portion of the cash consideration for the Transaction and to pay fees and expenses related thereto, and will otherwise be available, for working capital and general corporate purposes. The obligation of Commitment Parties to provide the contemplated financings is subject to a number of customary conditions contained in the Commitment Letter, including the execution of definitive debt financing documentation contemplated by the Commitment Letter and the Transaction being consummated substantially contemporaneously with the initial funding of the Bridge Facility. The Company expects to replace the Bridge Facility with permanent financing, which the Company currently expects to include the issuance of debt securities. |
Organization, Description of _2
Organization, Description of Business and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on March 8, 2024 (“2023 Form 10-K”). |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and related disclosures as of the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Estimates and judgments are based on historical information and on various other assumptions that the Company believes are reasonable under the circumstances. Estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, the allowance for credit losses, sales allowance, software development costs eligible for capitalization, valuation of deferred tax assets, the useful lives of property and equipment, the useful lives and fair value of intangible assets, valuation of goodwill, the fair value of stock-based awards, and the recognition and measurement of income tax uncertainties and other contingencies. Actual results could differ materially from these estimates. |
Reclassifications | Reclassifications Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation. |
Certain Risks and Concentrations | Certain Risks and Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash and cash equivalents, restricted cash, and accounts receivable. The Company’s cash and cash equivalents and restricted cash are generally invested in high-credit quality financial instruments with both banks and financial institutions to reduce the amount of exposure to any single financial institution. |
Segment Information | Segment Information The Company has one operating and reporting segment. The Company’s chief operating decision maker is its Chief Executive Officer who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis. |
New Accounting Pronouncements And Recently Issued Accounting Pronouncements | New Accounting Pronouncements Under the JOBS Act, the Company meets the definition of an emerging growth company (“EGC”) and can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards would otherwise apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the Company is no longer an EGC or until the Company affirmatively and irrevocably opts out of the extended transition period. Recently Issued Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires enhanced disclosures about significant segment expenses and profitability measures for all public entities, including those that have one reportable segment. The ASU is required to be applied retrospectively and is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company is in the process of evaluating the impact of ASU 2023-07 on its segment disclosures. In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU 2023-09 is focused on increased visibility into specific income tax components, requiring disclosures of specific categories and a greater disaggregation of information by jurisdiction within the effective tax rate reconciliation and income taxes paid disclosures. ASU 2023-09 is effective for our annual periods beginning January 1, 2025, with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2023-09 on its tax-related disclosures. |
Fair Value Measurement | The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company’s financial instruments include restricted time deposits, severance pay fund deposits and foreign currency forward contracts. The Company determines the fair value of its financial instruments based on assumptions that market participants would use in pricing an asset or liability in the principal or most advantageous market. When considering market participant assumptions in fair value measurements, the Company uses the fair value hierarchy described below to distinguish between observable and unobservable inputs: Level I — Valuations based on quoted prices in active markets for identical assets and liabilities at the measurement date; Level II — Valuations based on quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be principally corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level III |
Derivative Financial Instruments | The Company records the fair values of the assets and liabilities relating to its undesignated foreign currency forward contracts on a gross basis in its condensed consolidated balance sheets, as they are not subject to master netting arrangements. There is no cash collateral required to be pledged by the Company or its counterparties. The Company enters into foreign currency forward exchange contracts to manage the effects of fluctuations in foreign currency exchange rates on its net cash flows from non-U.S. dollar denominated operations. |
Share-Based Payment Arrangement | Stock Options The Company estimates the fair value of its stock option awards on the grant date using the Black-Scholes option pricing model. There were no stock options granted during the six months ended June 30, 2024. Service-based Restricted Stock Units The Company grants service-based RSUs to its employees and non-employee directors, which generally vest over a period of three to four years. The fair values of service-based RSUs are based on the fair value of the Company's common stock on the date of grant. During the six months ended June 30, 2024, the Company granted 2,560,218 service-based RSUs with a weighted average grant date fair value of $4.52 per share. Performance Stock Units The Company’s PSUs granted in 2023 vest over a period of three years, subject to the employee’s continued employment through the vesting date and satisfaction of certain pre-established performance targets based on Company financial metrics. Expense related to these PSUs is recognized ratably during the 3-year performance period, based on the probability of attaining the performance targets. The potential number of shares that may be earned is determined based on achievement of performance targets up to a maximum of 100% of the number of PSUs granted. In June 2024, the Company granted market-based PSU awards to its senior executives, which are earned subject to achievement of specified stock price hurdles for 20 days out of a 30-trading day window during the 3-year performance period, as well as continued employment through the quarterly vesting dates over the 3-year period. The number of shares that are eligible to vest range from 0% to 100% of the number of PSUs granted based on achievement of the specified stock price hurdles, with half of our CEO’s PSU award subject to vesting based on two additional above-target stock price hurdles. The Company uses a Monte Carlo simulation, which uses subjective assumptions and simulates multiple stock price paths of the Company's common stock to determine the fair value of market-based PSUs on the date of grant. Compensation expense is recognized using an accelerated attribution method over the greater of the derived service periods and explicit quarterly service periods. Compensation expense, net of forfeitures, is recorded regardless of whether the market condition will be ultimately satisfied. The following assumptions are used to estimate the fair value of the Company’s market-based PSUs: Six Months Ended June 30, 2024 Weighted average grant date fair value $ 2.86 Expected volatility 60.68 % Risk-free rate 4.53 % Expected dividend yield — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Total Revenue Based on Location | The following table presents total revenue based on where the Company’s advertisers are physically located: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) USA $ 59,863 $ 68,889 $ 119,272 $ 141,105 Europe, the Middle East and Africa (EMEA) 130,724 134,486 266,543 268,240 Other 23,561 22,425 45,297 48,229 Total revenue $ 214,148 $ 225,800 $ 431,112 $ 457,574 |
Investments in Marketable Sec_2
Investments in Marketable Securities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Debt Securities, Available-for-Sale | All of the Company’s debt securities are classified as available-for-sale. The Company’s cash equivalents and investments as of June 30, 2024 and December 31, 2023 consisted of the following: June 30, 2024 (In thousands) Fair Value Level Amortized cost (1) Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash Equivalents Short-term investments Long-term investments Money market funds 1 $ 22,138 $ — $ — $ 22,138 $ 22,138 $ — $ — U.S. Treasuries 2 15,312 — (11) 15,301 3,965 8,859 2,477 U.S. Government bonds 2 39,950 4 (113) 39,841 — 15,828 24,013 Commercial paper 2 14,509 — (15) 14,494 1,997 12,497 — U.S. Corporate bonds 2 90,419 15 (299) 90,135 — 50,408 39,727 Total cash equivalents and investments $ 182,328 $ 19 $ (438) $ 181,909 $ 28,100 $ 87,592 $ 66,217 December 31, 2023 (In thousands) Fair Value Level Amortized cost (1) Gross Unrealized Gains Gross Unrealized Losses Estimated Fair Value Cash Equivalents Short-term investments Long-term investments Money market funds 1 $ 15,355 $ — $ — $ 15,355 $ 15,355 $ — $ — U.S. Treasuries 2 14,977 1 (29) 14,949 3,497 11,452 — U.S. Government bonds 2 39,048 40 (114) 38,974 — 20,762 18,212 Commercial paper 2 9,422 11 (3) 9,430 — 9,430 — U.S. Corporate bonds 2 100,146 275 (197) 100,224 — 52,669 47,555 Total cash equivalents and investments $ 178,948 $ 327 $ (343) $ 178,932 $ 18,852 $ 94,313 $ 65,767 __________________________ (1) The amortized cost of debt securities excludes accrued interest of $1.6 million and $1.4 million, respectively, as of June 30, 2024 and December 31, 2023. |
Investments Classified by Contractual Maturity Date | The following table presents the fair value of the Company’s available-for-sale securities by contractual maturity: June 30, 2024 (In thousands) Within 1 year $ 115,692 After 1 year through 3 years 66,217 Total fair value $ 181,909 |
Debt Securities, Available-for-Sale, Unrealized Loss Position, Fair Value | The following table presents the fair value of investments and gross unrealized losses recorded in other comprehensive loss, by investment category and the length of time the securities have been in a continuous loss position: June 30, 2024 Less than 12 Months 12 Months or More Total (In thousands) Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. Treasuries $ 15,301 $ (11) $ — $ — $ 15,301 $ (11) U.S. Government bonds 27,945 (98) 8,420 (15) 36,365 (113) Commercial paper 14,494 (15) — — 14,494 (15) U.S. Corporate bonds 49,411 (200) 30,710 (99) 80,121 (299) Total $ 107,151 $ (324) $ 39,130 $ (114) $ 146,281 $ (438) December 31, 2023 Less than 12 Months 12 Months or More Total (In thousands) Fair Value Unrealized Loss Fair Value Unrealized Loss Fair Value Unrealized Loss U.S. Treasuries $ 1,279 $ — $ 4,711 $ (29) $ 5,990 $ (29) U.S. Government bonds 6,798 (9) 16,964 (105) 23,762 (114) Commercial paper 3,649 (3) — — 3,649 (3) U.S. Corporate bonds 40,031 (119) 18,840 (78) 58,871 (197) Total $ 51,757 $ (131) $ 40,515 $ (212) $ 92,272 $ (343) |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount and accumulated amortization of the Company’s intangible assets are as follows: June 30, 2024 Weighted Average Amortization Gross Value Accumulated Amortization Net Carrying Value (In thousands) Developed technology 8.0 years $ 18,411 $ (11,525) $ 6,886 Customer relationships 5.0 years 5,853 (5,485) 368 Publisher relationships 8.0 years 18,733 (11,297) 7,436 Trade names 8.8 years 5,279 (2,055) 3,224 Content provider relationships 5.0 years 284 (141) 143 Other 15.8 years 905 (308) 597 Total intangible assets, net $ 49,465 $ (30,811) $ 18,654 December 31, 2023 Weighted Average Amortization Gross Value Accumulated Amortization Net Carrying Value (In thousands) Developed technology 8.0 years $ 18,410 $ (10,900) $ 7,510 Customer relationships 5.0 years 5,972 (5,530) 442 Publisher relationships 8.0 years 18,973 (10,863) 8,110 Trade names 8.8 years 5,326 (1,779) 3,547 Content provider relationships 5.0 years 284 (113) 171 Other 15.8 years 898 (282) 616 Total intangible assets, net $ 49,863 $ (29,467) $ 20,396 |
Schedule of Estimated Amortization on Identifiable Acquisition-Related Intangible Assets | As of June 30, 2024, estimated amortization related to the Company’s identifiable acquisition-related intangible assets in future periods was as follows: Amount (In thousands) 2024 $ 1,731 2025 3,463 2026 3,463 2027 3,115 2028 3,062 Thereafter 3,820 Total $ 18,654 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Receivable, Net | Accounts receivable, net of allowance for credit losses consists of the following: June 30, 2024 December 31, 2023 (In thousands) Accounts receivable $ 164,227 $ 199,714 Allowance for credit losses (10,418) (10,380) Accounts receivable, net of allowance for credit losses $ 153,809 $ 189,334 |
Activity in Allowance for Credit Losses | The allowance for credit losses consists of the following activity: Six Months Ended Year Ended December 31, 2023 (In thousands) Allowance for credit losses, beginning balance $ 10,380 $ 5,512 Provision for credit losses 2,262 8,220 Write-offs (2,224) (3,352) Allowance for credit losses, ending balance $ 10,418 $ 10,380 |
Schedule of Other Current Assets | Prepaid expenses and other current assets consists of the following: June 30, 2024 December 31, 2023 (In thousands) Prepaid traffic acquisition costs $ 20,091 $ 26,398 Prepaid taxes 11,726 11,371 Prepaid software licenses 2,811 2,224 Other prepaid expenses and other current assets 5,452 7,247 Total prepaid expenses and other current assets $ 40,080 $ 47,240 |
Property, Equipment and Capitalized Software, Net | Property, equipment and capitalized software, net consists of the following: June 30, 2024 December 31, 2023 (In thousands) Capitalized software development costs $ 83,519 $ 78,389 Computer and equipment 64,319 61,529 Leasehold improvements 3,313 3,300 Software 3,254 3,221 Furniture and fixtures 1,254 1,098 Property, equipment, and capitalized software, gross 155,659 147,537 Less: accumulated depreciation and amortization (112,801) (105,076) Total property, equipment and capitalized software, net $ 42,858 $ 42,461 |
Accrued and Other Current Liabilities | Accrued and other current liabilities consists of the following: June 30, 2024 December 31, 2023 (In thousands) Accrued traffic acquisition costs $ 70,099 $ 75,870 Accrued agency commissions 12,774 12,376 Accrued professional fees 6,657 3,261 Accrued tax liabilities 6,279 15,596 Operating lease obligations, current 3,657 3,684 Interest payable 1,565 1,566 Other 6,580 7,350 Total accrued and other current liabilities $ 107,611 $ 119,703 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table sets forth the fair value of the Company’s financial assets and liabilities measured on a recurring basis by level within the fair value hierarchy: June 30, 2024 Level I Level II Level III Total (In thousands) Financial Assets: Cash equivalents and investments (1) $ 22,138 $ 159,771 $ — $ 181,909 Restricted time deposit (2) — 599 — 599 Severance pay fund deposits (2) — 4,834 — 4,834 Foreign currency forward contract (3) — 115 — 115 Total financial assets $ 22,138 $ 165,319 $ — $ 187,457 Financial Liabilities: Foreign currency forward contract (4) — 467 — 467 Total financial liabilities $ — $ 467 $ — $ 467 December 31, 2023 Level I Level II Level III Total (In thousands) Financial Assets: Cash equivalents and investments (1) $ 15,355 $ 163,577 $ — $ 178,932 Restricted time deposit (2) — 190 — 190 Severance pay fund deposits (2) — 4,901 — 4,901 Foreign currency forward contract (3) — 1,254 — 1,254 Total financial assets $ 15,355 $ 169,922 $ — $ 185,277 Financial Liabilities: Foreign currency forward contract (4) — 106 — 106 Total financial liabilities $ — $ 106 $ — $ 106 _____________________ (1) Money market securities are valued using Level I of the fair value hierarchy, while the fair values of U.S. Treasuries, government bonds, commercial paper, and corporate bonds are considered Level II and are obtained from independent pricing services, which may use various methods, including quoted prices for identical or similar securities in active and inactive markets. See Note 4 for additional detail of the Company’s fixed income securities by balance sheet location. (2) Recorded within other assets. (3) Recorded within prepaid expenses and other current assets. (4) Recorded within accrued and other current liabilities. |
Fair Value Disclosure of Asset and Liability Not Measured at Fair Value | The following table summarizes the carrying value and the estimated fair value of the Convertible Notes, based on Level II measurements of the fair value hierarchy: June 30, 2024 December 31, 2023 Carrying Value Estimated Fair Value Carrying Value Estimated Fair Value (In thousands) Convertible Notes $ 118,000 $ 98,341 $ 118,000 $ 95,958 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Operating and Financing Leases, Assets and Liabilities | The following table summarizes assets and liabilities related to the Company’s operating and finance leases: Condensed Consolidated Balance Sheets Location June 30, 2024 December 31, 2023 (In thousands) Lease assets: Operating leases Operating lease right-of-use assets, net $ 16,031 $ 12,145 Finance leases Property, equipment and capitalized software, net — 226 Total lease assets $ 16,031 $ 12,371 Lease liabilities: Current liabilities: Operating leases Accrued and other current liabilities $ 3,657 $ 3,684 Finance leases Accrued and other current liabilities — 254 Non-current liabilities: Operating leases Operating lease liabilities, non-current 13,191 9,217 Total lease liabilities $ 16,848 $ 13,155 |
Lease, Cost | The following table presents the components of the Company’s total lease expense: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Operating lease cost Fixed lease costs (1) $ 1,291 $ 1,136 $ 2,486 $ 2,282 Variable lease costs (2) 65 126 196 158 Short-term lease costs (1) 130 163 245 302 Finance lease cost: Depreciation (3) 6 463 226 927 Interest (4) — 25 3 59 Total lease cost $ 1,492 $ 1,913 $ 3,156 $ 3,728 ________________________________________ (1) Recorded within cost of revenue and operating expenses. (2) Recorded within operating expenses. (3) Recorded within cost of revenue. (4) Recorded within interest expense. |
Lessee, Operating Lease, Liability, to be Paid, Maturity | As of June 30, 2024, the maturities of the Company’s lease liabilities under operating leases were as follows: Year Operating Leases (In thousands) Remainder of 2024 $ 2,538 2025 4,801 2026 4,186 2027 3,744 2028 2,403 Thereafter 3,537 Total minimum payments required $ 21,209 Less: imputed interest (4,361) Total present value of lease liabilities $ 16,848 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Repurchases | The following is a summary of the Company’s share repurchase activity under its share repurchase program for the three and six months ended June 30, 2024 and 2023: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands, except share information) Shares repurchased 464,054 200,000 1,410,001 1,513,073 Fair value of shares repurchased $ 2,000 $ 988 $ 5,862 $ 7,130 |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following table details the changes in accumulated other compressive loss, net of tax: Foreign Currency Translation Loss Unrealized Loss on Investments in Marketable Securities Total Accumulated Other Comprehensive Loss (In thousands) Balance–December 31, 2023 $ (9,039) $ (13) $ (9,052) Other comprehensive loss, net of tax (1,045) (310) (1,355) Balance–June 30, 2024 $ (10,084) $ (323) $ (10,407) |
Stock-based Compensation (Table
Stock-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation | The following table summarizes stock-based compensation expense recognized in the Company’s condensed consolidated statements of operations for the periods presented: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (In thousands) Research and development $ 993 $ 1,037 $ 1,706 $ 1,539 Sales and marketing 1,703 1,222 2,770 2,248 General and administrative 1,812 1,237 2,959 2,320 Total stock-based compensation $ 4,508 $ 3,496 $ 7,435 $ 6,107 |
Share-Based Payment Arrangement, Activity | The following table summarizes stock option, RSU and PSU activity for the six months ended June 30, 2024: Stock Options (1) RSUs PSUs Outstanding—December 31, 2023 2,409,553 3,417,083 90,000 Granted — 2,560,218 1,136,600 Exercised/Vested — (983,414) — Forfeited (112,371) (207,337) — Outstanding—June 30, 2024 2,297,182 4,786,550 1,226,600 ____________________ (1) Includes 2,861 stock appreciation rights (SARs), which are accounted for as liability awards, and expire in September 2024. |
Schedule Of Share-Based Payment Award, Valuation Assumptions [Table Text Block] | The following assumptions are used to estimate the fair value of the Company’s market-based PSUs: Six Months Ended June 30, 2024 Weighted average grant date fair value $ 2.86 Expected volatility 60.68 % Risk-free rate 4.53 % Expected dividend yield — |
Net Income Loss Per Common Sh_2
Net Income Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents the computation of the Company’s basic and diluted loss per share: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 (Dollars in thousands) Numerator: Net (loss) income attributed to common stockholders - basic $ (2,199) $ 11,282 $ (7,240) $ 5,677 Adjustments related to convertible debt (1) — (16,588) — (15,257) Net loss attributable to common stockholders - diluted $ (2,199) $ (5,306) $ (7,240) $ (9,580) Denominator: Basic weighted-average shares 48,922,017 51,223,988 49,093,515 51,329,055 Weighted-average dilutive share equivalents: Convertible debt — 5,401,778 — 7,432,044 Diluted weighted-average shares 48,922,017 56,625,766 49,093,515 58,761,099 Net (loss) income per share: Basic $ (0.04) $ 0.22 $ (0.15) $ 0.11 Diluted $ (0.04) $ (0.09) $ (0.15) $ (0.16) ___________________________ (1) The Company uses the if-converted method to calculate the dilutive impact of the Convertible Notes, which assumes share settlement as of the beginning of the period if the effect is more dilutive than cash settlement. |
Schedule of Weighted Average Shares Excluded From Calculation of Diluted Income (Loss) Per Share | The following weighted-average shares have been excluded from the calculation of diluted net loss per share for each period presented because they are anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Convertible debt 4,720,000 — 4,720,000 — Options to purchase common stock 2,342,050 2,547,995 2,368,800 2,604,607 Warrants 188,235 188,235 188,235 188,235 Restricted stock units 3,601,643 2,873,968 3,465,054 2,765,027 Performance-based stock units 371,014 24,457 230,507 12,431 Total shares excluded from diluted loss per share 11,222,942 5,634,655 10,972,596 5,570,300 |
Organization, Description of _3
Organization, Description of Business and Summary of Significant Accounting Policies - Segment Information (Details) | 6 Months Ended |
Jun. 30, 2024 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 1 |
Revenue Recognition- Disaggrega
Revenue Recognition- Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 214,148 | $ 225,800 | $ 431,112 | $ 457,574 |
USA | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 59,863 | 68,889 | 119,272 | 141,105 |
Europe, the Middle East and Africa (EMEA) | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 130,724 | 134,486 | 266,543 | 268,240 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 23,561 | $ 22,425 | $ 45,297 | $ 48,229 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Revenue from Contract with Customer [Abstract] | ||
Contract asset | $ 0 | $ 0 |
Restructuring and Related Act_2
Restructuring and Related Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | May 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||||
Employee Reduction Percentage | 10% | |||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | $ 2,300 | $ 700 | $ 800 | |
Research and Development Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 400 | |||
Selling and Marketing Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | 1,500 | |||
General and Administrative Expense [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance and related costs | $ 400 |
Investments in Marketable Sec_3
Investments in Marketable Securities - Debt Securities, Available-for-Sale (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | $ 182,328 | $ 178,948 |
Gross Unrealized Gains | 19 | 327 |
Gross Unrealized Losses | (438) | (343) |
Estimated Fair Value | 181,909 | 178,932 |
Cash Equivalents | 28,100 | 18,852 |
Short-term investments in marketable securities | 87,592 | 94,313 |
Long-term investments in marketable securities | 66,217 | 65,767 |
Accrued interest | 1,600 | 1,400 |
Level I | Money market funds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 22,138 | 15,355 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 22,138 | 15,355 |
Level I | Money market funds | Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 22,138 | 15,355 |
Level I | Money market funds | Short And Long Term Marketable Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Short-term investments in marketable securities | 0 | 0 |
Long-term investments in marketable securities | 0 | 0 |
Level II | U.S. Treasuries | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 15,312 | 14,977 |
Gross Unrealized Gains | 0 | 1 |
Gross Unrealized Losses | (11) | (29) |
Estimated Fair Value | 15,301 | 14,949 |
Level II | U.S. Treasuries | Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 3,965 | 3,497 |
Level II | U.S. Treasuries | Short And Long Term Marketable Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Short-term investments in marketable securities | 8,859 | 11,452 |
Long-term investments in marketable securities | 2,477 | 0 |
Level II | U.S. Government bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 39,950 | 39,048 |
Gross Unrealized Gains | 4 | 40 |
Gross Unrealized Losses | (113) | (114) |
Estimated Fair Value | 39,841 | 38,974 |
Level II | U.S. Government bonds | Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 0 | 0 |
Level II | U.S. Government bonds | Short And Long Term Marketable Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Short-term investments in marketable securities | 15,828 | 20,762 |
Long-term investments in marketable securities | 24,013 | 18,212 |
Level II | Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 14,509 | 9,422 |
Gross Unrealized Gains | 0 | 11 |
Gross Unrealized Losses | (15) | (3) |
Estimated Fair Value | 14,494 | 9,430 |
Level II | Commercial paper | Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 1,997 | 0 |
Level II | Commercial paper | Short And Long Term Marketable Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Short-term investments in marketable securities | 12,497 | 9,430 |
Long-term investments in marketable securities | 0 | 0 |
Level II | U.S. Corporate bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Amortized cost | 90,419 | 100,146 |
Gross Unrealized Gains | 15 | 275 |
Gross Unrealized Losses | (299) | (197) |
Estimated Fair Value | 90,135 | 100,224 |
Level II | U.S. Corporate bonds | Cash Equivalents | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Cash Equivalents | 0 | 0 |
Level II | U.S. Corporate bonds | Short And Long Term Marketable Securities | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Short-term investments in marketable securities | 50,408 | 52,669 |
Long-term investments in marketable securities | $ 39,727 | $ 47,555 |
Maturities of available-for-sal
Maturities of available-for-sale debt securities (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Securities, Available-for-Sale, Maturity, Fair Value, Rolling Maturity [Abstract] | |
Within 1 year | $ 115,692 |
After 1 year through 3 years | 66,217 |
Total fair value | $ 181,909 |
Fair value of AFS investments i
Fair value of AFS investments in unrealized loss position (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, unrealized loss position less than 12 months, fair value | $ 107,151 | $ 51,757 |
Debt securities, unrealized losses, less than 12 months | (324) | (131) |
Debt securities, unrealized loss position, 12 months or longer, fair value | 39,130 | 40,515 |
Debt securities, unrealized losses, 12 months or longer | (114) | (212) |
Fair value of debt securities in an unrealized loss position | 146,281 | 92,272 |
Aggregate amount of unrealized losses | (438) | (343) |
U.S. Treasuries | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, unrealized loss position less than 12 months, fair value | 15,301 | 1,279 |
Debt securities, unrealized losses, less than 12 months | (11) | 0 |
Debt securities, unrealized loss position, 12 months or longer, fair value | 0 | 4,711 |
Debt securities, unrealized losses, 12 months or longer | 0 | (29) |
Fair value of debt securities in an unrealized loss position | 15,301 | 5,990 |
Aggregate amount of unrealized losses | (11) | (29) |
U.S. Government bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, unrealized loss position less than 12 months, fair value | 27,945 | 6,798 |
Debt securities, unrealized losses, less than 12 months | (98) | (9) |
Debt securities, unrealized loss position, 12 months or longer, fair value | 8,420 | 16,964 |
Debt securities, unrealized losses, 12 months or longer | (15) | (105) |
Fair value of debt securities in an unrealized loss position | 36,365 | 23,762 |
Aggregate amount of unrealized losses | (113) | (114) |
Commercial paper | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, unrealized loss position less than 12 months, fair value | 14,494 | 3,649 |
Debt securities, unrealized losses, less than 12 months | (15) | (3) |
Debt securities, unrealized loss position, 12 months or longer, fair value | 0 | 0 |
Debt securities, unrealized losses, 12 months or longer | 0 | 0 |
Fair value of debt securities in an unrealized loss position | 14,494 | 3,649 |
Aggregate amount of unrealized losses | (15) | (3) |
U.S. Corporate bonds | ||
Debt Securities, Available-for-Sale [Line Items] | ||
Debt securities, unrealized loss position less than 12 months, fair value | 49,411 | 40,031 |
Debt securities, unrealized losses, less than 12 months | (200) | (119) |
Debt securities, unrealized loss position, 12 months or longer, fair value | 30,710 | 18,840 |
Debt securities, unrealized losses, 12 months or longer | (99) | (78) |
Fair value of debt securities in an unrealized loss position | 80,121 | 58,871 |
Aggregate amount of unrealized losses | $ (299) | $ (197) |
Investments in Marketable Sec_4
Investments in Marketable Securities - Narrative (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |||
Allowance for credit losses | $ 0 | $ 0 | |
Proceeds from sale available-for-sale marketable securities | $ 78,900,000 | ||
Debt Securities, Available-for-Sale, Realized Gain (Loss) | $ (600,000) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 63,063,000 | $ 63,063,000 | |
Accumulated impairments of goodwill | 0 | $ 0 | |
Impairment charges | $ 0 | $ 0 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Value | $ 49,465 | $ 49,863 |
Accumulated amortization | (30,811) | (29,467) |
Net carrying value | $ 18,654 | $ 20,396 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 8 years | 8 years |
Gross Value | $ 18,411 | $ 18,410 |
Accumulated amortization | (11,525) | (10,900) |
Net carrying value | $ 6,886 | $ 7,510 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 5 years | 5 years |
Gross Value | $ 5,853 | $ 5,972 |
Accumulated amortization | (5,485) | (5,530) |
Net carrying value | $ 368 | $ 442 |
Publisher relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 8 years | 8 years |
Gross Value | $ 18,733 | $ 18,973 |
Accumulated amortization | (11,297) | (10,863) |
Net carrying value | $ 7,436 | $ 8,110 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 8 years 9 months 18 days | 8 years 9 months 18 days |
Gross Value | $ 5,279 | $ 5,326 |
Accumulated amortization | (2,055) | (1,779) |
Net carrying value | $ 3,224 | $ 3,547 |
Content provider relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 5 years | 5 years |
Gross Value | $ 284 | $ 284 |
Accumulated amortization | (141) | (113) |
Net carrying value | $ 143 | $ 171 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 15 years 9 months 18 days | 15 years 9 months 18 days |
Gross Value | $ 905 | $ 898 |
Accumulated amortization | (308) | (282) |
Net carrying value | $ 597 | $ 616 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Amortization (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 1,731 | |
2025 | 3,463 | |
2026 | 3,463 | |
2027 | 3,115 | |
2028 | 3,062 | |
Thereafter | 3,820 | |
Net carrying value | $ 18,654 | $ 20,396 |
Balance Sheet Components - Acco
Balance Sheet Components - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accounts receivable | $ 164,227 | $ 199,714 | |
Allowance for credit losses | (10,418) | (10,380) | $ (5,512) |
Accounts receivable, net of allowance for credit losses | $ 153,809 | $ 189,334 |
Balance Sheet Components - Allo
Balance Sheet Components - Allowance for Credit Losses (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Allowance for credit losses, beginning balance | $ 10,380 | $ 5,512 |
Provision for credit losses | 2,262 | 8,220 |
Write-offs | (2,224) | (3,352) |
Allowance for credit losses, ending balance | $ 10,418 | $ 10,380 |
Balance Sheet Components - Prep
Balance Sheet Components - Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid traffic acquisition costs | $ 20,091 | $ 26,398 |
Prepaid taxes | 11,726 | 11,371 |
Prepaid software licenses | 2,811 | 2,224 |
Other prepaid expenses and other current assets | 5,452 | 7,247 |
Total prepaid expenses and other current assets | $ 40,080 | $ 47,240 |
Balance Sheet Components - Prop
Balance Sheet Components - Property, Equipment and Capitalized Software (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software, gross | $ 155,659 | $ 147,537 |
Less: accumulated depreciation and amortization | (112,801) | (105,076) |
Total property, equipment and capitalized software, net | 42,858 | 42,461 |
Capitalized software development costs | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software, gross | 83,519 | 78,389 |
Computer and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software, gross | 64,319 | 61,529 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software, gross | 3,313 | 3,300 |
Software | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software, gross | 3,254 | 3,221 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, equipment, and capitalized software, gross | $ 1,254 | $ 1,098 |
Balance Sheet Components - Accr
Balance Sheet Components - Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued traffic acquisition costs | $ 70,099 | $ 75,870 |
Accrued agency commissions | 12,774 | 12,376 |
Accrued professional fees | 6,657 | 3,261 |
Accrued tax liabilities | 6,279 | 15,596 |
Operating lease obligations, current | 3,657 | 3,684 |
Interest payable | 1,565 | 1,566 |
Other | 6,580 | 7,350 |
Total accrued and other current liabilities | 107,611 | 119,703 |
Accounts Payable | ||
Traffic acquisition costs in accounts payable | $ 117,300 | $ 137,600 |
Fair Value Measurements - Finan
Fair Value Measurements - Financial Assets and Liabilities on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | $ 187,457 | $ 185,277 |
Derivative liability | 467 | 106 |
Total financial liabilities | $ 467 | $ 106 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | Accrued and other current liabilities |
Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | $ 115 | $ 1,254 |
Cash equivalents and investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 181,909 | 178,932 |
Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 599 | 190 |
Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 4,834 | 4,901 |
Level I | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 22,138 | 15,355 |
Derivative liability | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level I | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Level I | Cash equivalents and investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 22,138 | 15,355 |
Level I | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level I | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level II | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 165,319 | 169,922 |
Derivative liability | 467 | 106 |
Total financial liabilities | 467 | 106 |
Level II | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 115 | 1,254 |
Level II | Cash equivalents and investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 159,771 | 163,577 |
Level II | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 599 | 190 |
Level II | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 4,834 | 4,901 |
Level III | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Total financial assets | 0 | 0 |
Derivative liability | 0 | 0 |
Total financial liabilities | 0 | 0 |
Level III | Foreign currency forward contract | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Derivative asset | 0 | 0 |
Level III | Cash equivalents and investments | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Investments | 0 | 0 |
Level III | Restricted time deposit | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | 0 | 0 |
Level III | Severance pay fund deposits | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Other assets | $ 0 | $ 0 |
Fair Value Measurements - Carry
Fair Value Measurements - Carrying Value and Estimated Fair Value of Convertible Notes (Details) - Level II - Convertible notes - 2.95% Convertible Senior Notes Due 2026 - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Carrying Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 118,000 | $ 118,000 |
Estimated Fair Value | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Long-term debt | $ 98,341 | $ 95,958 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Foreign currency forward contract | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Gain (loss) on foreign currency derivative instruments | $ (0.6) | $ (0.1) | $ (1.5) | $ (0.2) |
Leases - Assets and Liabilities
Leases - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lease assets: | ||
Operating lease right-of-use assets, net | $ 16,031 | $ 12,145 |
Finance leases | $ 0 | $ 226 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, equipment and capitalized software, net | Property, equipment and capitalized software, net |
Total lease assets | $ 16,031 | $ 12,371 |
Lease liabilities: | ||
Operating leases | $ 3,657 | $ 3,684 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | Accrued and other current liabilities |
Finance leases | $ 0 | $ 254 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued and other current liabilities | Accrued and other current liabilities |
Operating lease liabilities, non-current | $ 13,191 | $ 9,217 |
Total lease liabilities | $ 16,848 | $ 13,155 |
Leases - Lease, Cost (Details)
Leases - Lease, Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||||
Fixed lease costs (1) | $ 1,291 | $ 1,136 | $ 2,486 | $ 2,282 |
Variable lease costs (2) | 65 | 126 | 196 | 158 |
Short-term lease costs (1) | 130 | 163 | 245 | 302 |
Depreciation (3) | 6 | 463 | 226 | 927 |
Interest (4) | 0 | 25 | 3 | 59 |
Total lease cost | $ 1,492 | $ 1,913 | $ 3,156 | $ 3,728 |
Leases - Future Lease Payments
Leases - Future Lease Payments (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Operating lease liabilities by fiscal year maturity | |
Lessee, Operating Lease, Liability, to be Paid, Year One | $ 2,538 |
Lessee, Operating Lease, Liability, to be Paid, Year Two | 4,801 |
Lessee, Operating Lease, Liability, to be Paid, Year Three | 4,186 |
Lessee, Operating Lease, Liability, to be Paid, Year Four | 3,744 |
Lessee, Operating Lease, Liability, to be Paid, Year Five | 2,403 |
Lessee, Operating Lease, Liability, to be Paid, after Year Five | 3,537 |
Lessee, Operating Lease, Liability, to be Paid | 21,209 |
Lessee, Operating Lease, Liability, Undiscounted Excess Amount | 4,361 |
Lease liabilities | $ 16,848 |
Long Term Debt - Convertible No
Long Term Debt - Convertible Notes (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jul. 27, 2021 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) | Apr. 14, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||||
Long-term debt | $ 118,000 | $ 118,000 | ||||
Gain on convertible debt | 0 | $ 22,594 | ||||
Convertible notes | 2.95% Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Gain on convertible debt | $ 22,600 | |||||
Convertible notes | 2.95% Convertible Senior Notes Due 2026 | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate principal amount | $ 236,000 | $ 118,000 | ||||
Gain on convertible debt | 22,600 | |||||
Repurchased face amount | $ 118,000 | |||||
Cash paid for debt retirement | $ 96,200 | $ 96,200 | ||||
Discount on debt repurchase | 0.19 | |||||
Interest rate | 2.95% | |||||
Conversion price (in usd per share) | $ / shares | $ 25 | |||||
Conversion rate | 0.04 |
Long Term Debt - Revolving Cred
Long Term Debt - Revolving Credit Facility (Details) | 6 Months Ended | |
Jun. 30, 2024 USD ($) Rate | Dec. 31, 2023 USD ($) | |
Letter of Credit | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 15,000,000 | |
Revolving Credit Facility | ||
Line of Credit Facility [Line Items] | ||
Maximum borrowing capacity | $ 75,000,000 | |
Period prior to maturity date of convertible notes | 120 days | |
Percentage of available commitments | 85% | |
Minimum consolidated monthly fixed charge coverage ratio | Rate | 1 | |
Borrowings outstanding | $ 0 | $ 0 |
Available borrowing capacity | 65,100,000 | 75,000,000 |
Deferred financing costs | $ 300,000 | $ 300,000 |
Revolving Credit Facility | Minimum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.20% | |
Revolving Credit Facility | Maximum | ||
Line of Credit Facility [Line Items] | ||
Commitment fee percentage | 0.30% | |
Revolving Credit Facility | Base Rate | Minimum | ||
Line of Credit Facility [Line Items] | ||
Margin rate | 1% | |
Revolving Credit Facility | Base Rate | Maximum | ||
Line of Credit Facility [Line Items] | ||
Margin rate | 1.50% | |
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||
Line of Credit Facility [Line Items] | ||
Margin rate | 1.50% | |
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||
Line of Credit Facility [Line Items] | ||
Margin rate | 2% | |
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Adjustment [Member] | Minimum | ||
Line of Credit Facility [Line Items] | ||
Margin rate | 0.10% | |
Revolving Credit Facility | Secured Overnight Financing Rate (SOFR) Adjustment [Member] | Maximum | ||
Line of Credit Facility [Line Items] | ||
Margin rate | 0.15% |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 36.30% | 26.50% | 24.40% | 29.30% |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 14, 2022 | |
Share Repurchase Program [Line Items] | ||||||||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Treasury stock, value, acquired, cost method | $ 2,000 | $ 3,862 | $ 988 | $ 6,142 | ||||
Number of shares withheld to satisfy employee tax withholding obligations (in shares) | 47,088 | 42,065 | 84,580 | 90,267 | ||||
Fair value of shares withheld to satisfy employee tax withholding obligations | $ 200 | $ 200 | $ 400 | $ 400 | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||||||
Reclassification from Accumulated Other Comprehensive Income, Current Period, Net of Tax | $ 0 | $ 0 | ||||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, before Tax | (400) | (400) | ||||||
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI for Sale of Securities, Tax | $ 100 | $ 100 | ||||||
December 2022 Repurchase Program | ||||||||
Share Repurchase Program [Line Items] | ||||||||
Stock repurchase program, authorized amount | $ 30,000 | |||||||
Common stock, par value (in usd per share) | $ 0.001 | |||||||
Treasury stock, shares, acquired (in shares) | 464,054 | 200,000 | 1,410,001 | 1,513,073 | ||||
Treasury stock, value, acquired, cost method | $ 2,000 | $ 988 | $ 5,862 | $ 7,130 | ||||
Stock repurchase program, remaining authorized repurchase amount | $ 6,600 | $ 6,600 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance - beginning of period | $ 216,928 | $ 223,064 | $ 207,921 | $ 217,786 | $ 223,064 |
Other Comprehensive Income (Loss) | (1,207) | (148) | (1,291) | (800) | |
Balance - end of period | 215,976 | 216,928 | 220,219 | 207,921 | 215,976 |
Foreign Currency Translation Loss | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance - beginning of period | (9,039) | (9,039) | |||
Other Comprehensive Income (Loss) | (1,045) | ||||
Balance - end of period | (10,084) | (10,084) | |||
Unrealized Loss on Investments in Marketable Securities | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance - beginning of period | (13) | (13) | |||
Other Comprehensive Income (Loss) | (310) | ||||
Balance - end of period | (323) | (323) | |||
Total Accumulated Other Comprehensive Loss | |||||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||||
Balance - beginning of period | (9,200) | (9,052) | (10,713) | (9,913) | (9,052) |
Other Comprehensive Income (Loss) | (1,207) | (148) | (1,291) | (800) | (1,355) |
Balance - end of period | $ (10,407) | $ (9,200) | $ (12,004) | $ (10,713) | $ (10,407) |
Stock-based Compensation - Stoc
Stock-based Compensation - Stock-Based Compensation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 4,508 | $ 3,496 | $ 7,435 | $ 6,107 |
Research and Development Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 993 | 1,037 | 1,706 | 1,539 |
Selling and Marketing Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | 1,703 | 1,222 | 2,770 | 2,248 |
General and Administrative Expense [Member] | ||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Total stock-based compensation | $ 1,812 | $ 1,237 | $ 2,959 | $ 2,320 |
Stock-based Compensation - Shar
Stock-based Compensation - Share-Based Payment Arrangement (Details) - shares | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement | ||
Outstanding - beginning of period (in shares) | 2,409,553 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | (112,371) | |
Outstanding - end of period (in shares) | 2,297,182 | |
RSUs | ||
Number of Shares | ||
Outstanding - beginning of period (in shares) | 3,417,083 | |
Granted (in shares) | 2,560,218 | |
Vested (in shares) | (983,414) | |
Forfeited (in shares) | (207,337) | |
Outstanding - end of period (in shares) | 4,786,550 | |
Performance Shares | ||
Number of Shares | ||
Outstanding - beginning of period (in shares) | 90,000 | |
Granted (in shares) | 1,136,600 | |
Vested (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Outstanding - end of period (in shares) | 1,226,600 | |
SAR | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 2,861 | 2,861 |
Stock-based Compensation - Weig
Stock-based Compensation - Weighted-Average Assumptions (Details) - Performance Shares | 6 Months Ended |
Jun. 30, 2024 $ / shares | |
Share-Based Compensation Arrangement | |
Weighted Average Grant Date Fair Value | $ 2.86 |
Expected volatility | 60.68% |
Risk-free rate | 4.53% |
Expected dividend yield | 0% |
Stock-based Compensation - Awar
Stock-based Compensation - Awards Under the Plan, Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | |
Stock option | ||
Share-Based Compensation Arrangement | ||
Unrecognized stock-based compensation related to unvested awards | $ 0.4 | |
Granted (in shares) | 0 | |
RSUs | ||
Share-Based Compensation Arrangement | ||
Unrecognized stock-based compensation related to unvested awards | $ 26 | |
Granted (in shares) | 2,560,218 | |
Weighted Average Grant Date Fair Value | $ 4.52 | |
SARs | ||
Share-Based Compensation Arrangement | ||
Number of shares outstanding (in shares) | 2,861 | 2,861 |
Performance Shares | ||
Share-Based Compensation Arrangement | ||
Unrecognized stock-based compensation related to unvested awards | $ 3.3 | |
Granted (in shares) | 1,136,600 | |
Weighted Average Grant Date Fair Value | $ 2.86 | |
2021 Plan | ||
Share-Based Compensation Arrangement | ||
Number of shares available for grant (in shares) | 5,277,000 | |
2007 Plan | ||
Share-Based Compensation Arrangement | ||
Number of shares available for grant (in shares) | 899,922 |
Stock-based Compensation - Warr
Stock-based Compensation - Warrants, Narrative (Details) - Warrants - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Class of Warrant or Right [Line Items] | ||
Exercisable at end of period (in shares) | 188,235 | 188,235 |
Number of shares outstanding (in shares) | 188,235 | 188,235 |
Weighted average exercise price, outstanding, (in usd per share) | $ 7.57 | $ 7.57 |
Stock-based Compensation - Empl
Stock-based Compensation - Employee Stock Purchase Plan (Details) - ESPP | 6 Months Ended |
Jun. 30, 2024 shares | |
Share-Based Compensation Arrangement | |
Number of shares reserved for future issuance (in shares) | 2,849,545 |
Number of shares purchased (in shares) | 0 |
Net Income Loss Per Common Sh_3
Net Income Loss Per Common Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator, Basic: | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ (2,199) | $ 11,282 | $ (7,240) | $ 5,677 |
Numerator, Diluted: | ||||
Net Income (Loss) Available to Common Stockholders, Basic | (2,199) | 11,282 | (7,240) | 5,677 |
Adjustments related to convertible debt(1) | 0 | (16,588) | 0 | (15,257) |
Net Income (Loss) Available to Common Stockholders, Diluted | $ (2,199) | $ (5,306) | $ (7,240) | $ (9,580) |
Denominator: | ||||
Basic weighted-average shares | 48,922,017 | 51,223,988 | 49,093,515 | 51,329,055 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 0 | 5,401,778 | 0 | 7,432,044 |
Diluted weighted average shares | 48,922,017 | 56,625,766 | 49,093,515 | 58,761,099 |
Net (loss) income per common share: | ||||
Basic (in usd per share) | $ (0.04) | $ 0.22 | $ (0.15) | $ 0.11 |
Diluted (in usd per share) | $ (0.04) | $ (0.09) | $ (0.15) | $ (0.16) |
Net Income Loss Per Common Sh_4
Net Income Loss Per Common Share - Antidilutive Shares (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted loss per share | 11,222,942 | 5,634,655 | 10,972,596 | 5,570,300 |
Convertible debt | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted loss per share | 4,720,000 | 0 | 4,720,000 | 0 |
Options to purchase common stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted loss per share | 2,342,050 | 2,547,995 | 2,368,800 | 2,604,607 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted loss per share | 188,235 | 188,235 | 188,235 | 188,235 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted loss per share | 3,601,643 | 2,873,968 | 3,465,054 | 2,765,027 |
Performance Shares | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total shares excluded from diluted loss per share | 371,014 | 24,457 | 230,507 | 12,431 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Aug. 01, 2024 | Jun. 30, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||
Common stock, par value (in usd per share) | $ 0.001 | $ 0.001 | |
Benefical Ownership by Parent | 20.13% | ||
Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 75,000,000 | ||
Subsequent Event | |||
Subsequent Event [Line Items] | |||
Common stock, par value (in usd per share) | $ 0.001 | ||
Business Combination Consideration Transferred Deferred Cash Payment | $ 25,000,000 | ||
Subsequent Event | Bridge Loan | |||
Subsequent Event [Line Items] | |||
Bridge Loan | 750,000,000 | ||
Subsequent Event | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 100,000,000 | ||
Subsequent Event | Common Stock | Altice Teads S.A. [Member] | |||
Subsequent Event [Line Items] | |||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 42% | ||
Subsequent Event | Common and Series A Preferred Stock | Altice Teads S.A. [Member] | |||
Subsequent Event [Line Items] | |||
Subsidiary, Ownership Percentage, Noncontrolling Owner | 48% | ||
Subsequent Event | Teads S.A | |||
Subsequent Event [Line Items] | |||
Business Combination Consideration Transferred, Cash Payment | $ 725,000,000 | ||
Series A Preferred Stock Liquidation Preference per Share | $ 10 | ||
Subsequent Event | Teads S.A | Common Stock | |||
Subsequent Event [Line Items] | |||
Stock consideration (in shares) | 35,000,000 | ||
Subsequent Event | Teads S.A | Series A Preferred Stock | |||
Subsequent Event [Line Items] | |||
Stock consideration (in shares) | 10,500,000 | ||
Preferred Stock, Dividend Rate, Percentage | 10% | ||
Preferred Stock, Convertible, Conversion Price | $ 10 |