Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 31, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | TTD | |
Entity Registrant Name | TRADE DESK, INC. | |
Entity Central Index Key | 0001671933 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-37879 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-1887399 | |
Entity Address, Address Line One | 42 N. Chestnut Street | |
Entity Address, City or Town | Ventura | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 93001 | |
City Area Code | 805 | |
Local Phone Number | 585-3434 | |
Title of 12(b) Security | Class A Common Stock, par value $0.000001 per share | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 445,287,977 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,223,150 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 994,656 | $ 754,154 |
Short-term investments, net | 326,745 | 204,625 |
Accounts receivable, net of allowance for credit losses of $10,244 and $7,374 as of September 30, 2022 and December 31, 2021, respectively | 2,026,929 | 2,020,720 |
Prepaid expenses and other current assets | 67,033 | 112,150 |
TOTAL CURRENT ASSETS | 3,415,363 | 3,091,649 |
Property and equipment, net | 166,078 | 135,856 |
Operating lease assets | 230,917 | 234,091 |
Deferred income taxes | 67,640 | 68,244 |
Other assets, non-current | 43,956 | 47,500 |
TOTAL ASSETS | 3,923,954 | 3,577,340 |
Current liabilities: | ||
Accounts payable | 1,651,447 | 1,655,684 |
Accrued expenses and other current liabilities | 82,768 | 101,472 |
Operating lease liabilities | 51,025 | 46,149 |
TOTAL CURRENT LIABILITIES | 1,785,240 | 1,803,305 |
Operating lease liabilities, non-current | 215,728 | 238,449 |
Other liabilities, non-current | 8,698 | 8,280 |
TOTAL LIABILITIES | 2,009,666 | 2,050,034 |
Commitments and contingencies (Note 10) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 0 | 0 |
Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; 445,219 and 439,206 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively Class B, 95,000 shares authorized; 44,235 shares issued and outstanding as of September 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 1,319,961 | 915,177 |
Retained earnings | 594,327 | 612,129 |
TOTAL STOCKHOLDERS’ EQUITY | 1,914,288 | 1,527,306 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 3,923,954 | $ 3,577,340 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance for credit losses | $ 10,244 | $ 7,374 |
Preferred stock | ||
Preferred stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Preferred stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock | ||
Common stock, par value (in dollars per share) | $ 0.000001 | $ 0.000001 |
Class A common stock | ||
Common stock | ||
Common stock, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, issued (in shares) | 445,219,000 | 439,206,000 |
Common stock, outstanding (in shares) | 445,219,000 | 439,206,000 |
Class B common stock | ||
Common stock | ||
Common stock, authorized (in shares) | 95,000,000 | 95,000,000 |
Common stock, issued (in shares) | 44,235,000 | 44,235,000 |
Common stock, outstanding (in shares) | 44,235,000 | 44,235,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 394,773 | $ 301,091 | $ 1,087,058 | $ 800,869 |
Operating expenses: | ||||
Platform operations | 70,124 | 53,400 | 201,504 | 154,709 |
Sales and marketing | 85,038 | 59,278 | 245,146 | 176,797 |
Technology and development | 79,915 | 55,847 | 235,397 | 163,301 |
General and administrative | 130,892 | 52,120 | 391,517 | 155,884 |
Total operating expenses | 365,969 | 220,645 | 1,073,564 | 650,691 |
Income from operations | 28,804 | 80,446 | 13,494 | 150,178 |
Other expense (income): | ||||
Interest expense (income), net | (1,741) | 317 | (1,321) | 556 |
Foreign currency exchange loss (gain), net | 43 | 1,153 | (435) | 1,004 |
Total other expense (income), net | (1,698) | 1,470 | (1,756) | 1,560 |
Income before income taxes | 30,502 | 78,976 | 15,250 | 148,618 |
Provision for income taxes | 14,633 | 19,592 | 33,052 | 18,895 |
Net income (loss) | $ 15,869 | $ 59,384 | $ (17,802) | $ 129,723 |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.03 | $ 0.12 | $ (0.04) | $ 0.27 |
Diluted (in dollars per share) | $ 0.03 | $ 0.12 | $ (0.04) | $ 0.26 |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 487,963 | 478,101 | 486,168 | 475,496 |
Diluted (in shares) | 500,300 | 498,912 | 486,168 | 497,942 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Class A and B Common Stock | Additional Paid-In Capital | Retained Earnings |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 473,401 | |||
Balance at beginning of period at Dec. 31, 2020 | $ 1,013,145 | $ 538,778 | $ 474,367 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 1,794 | |||
Exercise of common stock options | 12,621 | 12,621 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 110 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (17,080) | (17,080) | ||
Stock-based compensation | 52,985 | 52,985 | ||
Net income (loss) | 22,642 | 22,642 | ||
Balance at end of period (in shares) at Mar. 31, 2021 | 475,305 | |||
Balance at end of period at Mar. 31, 2021 | 1,084,313 | 587,304 | 497,009 | |
Balance at beginning of period (in shares) at Dec. 31, 2020 | 473,401 | |||
Balance at beginning of period at Dec. 31, 2020 | 1,013,145 | 538,778 | 474,367 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 129,723 | |||
Balance at end of period (in shares) at Sep. 30, 2021 | 480,589 | |||
Balance at end of period at Sep. 30, 2021 | 1,302,814 | 698,724 | 604,090 | |
Balance at beginning of period (in shares) at Mar. 31, 2021 | 475,305 | |||
Balance at beginning of period at Mar. 31, 2021 | 1,084,313 | 587,304 | 497,009 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 1,401 | |||
Exercise of common stock options | 13,718 | 13,718 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 409 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (12,155) | (12,155) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 1,334 | |||
Issuance of common stock under employee stock purchase plan | 22,758 | 22,758 | ||
Stock-based compensation | 46,015 | 46,015 | ||
Net income (loss) | 47,697 | 47,697 | ||
Balance at end of period (in shares) at Jun. 30, 2021 | 478,449 | |||
Balance at end of period at Jun. 30, 2021 | 1,202,346 | 657,640 | 544,706 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 1,808 | |||
Exercise of common stock options | 13,220 | 13,220 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 307 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (9,038) | (9,038) | ||
Issuance of common stock related to acquisition (in shares) | 25 | |||
Issuance of common stock related to acquisition | 1,816 | 1,816 | ||
Stock-based compensation | 35,086 | 35,086 | ||
Net income (loss) | 59,384 | 59,384 | ||
Balance at end of period (in shares) at Sep. 30, 2021 | 480,589 | |||
Balance at end of period at Sep. 30, 2021 | 1,302,814 | 698,724 | 604,090 | |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 483,441 | |||
Balance at beginning of period at Dec. 31, 2021 | 1,527,306 | 915,177 | 612,129 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 2,395 | |||
Exercise of common stock options | 24,408 | 24,408 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 190 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (13,428) | (13,428) | ||
Stock-based compensation | 125,415 | 125,415 | ||
Net income (loss) | (14,598) | (14,598) | ||
Balance at end of period (in shares) at Mar. 31, 2022 | 486,026 | |||
Balance at end of period at Mar. 31, 2022 | 1,649,103 | 1,051,572 | 597,531 | |
Balance at beginning of period (in shares) at Dec. 31, 2021 | 483,441 | |||
Balance at beginning of period at Dec. 31, 2021 | 1,527,306 | 915,177 | 612,129 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | (17,802) | |||
Balance at end of period (in shares) at Sep. 30, 2022 | 489,454 | |||
Balance at end of period at Sep. 30, 2022 | 1,914,288 | 1,319,961 | 594,327 | |
Balance at beginning of period (in shares) at Mar. 31, 2022 | 486,026 | |||
Balance at beginning of period at Mar. 31, 2022 | 1,649,103 | 1,051,572 | 597,531 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 657 | |||
Exercise of common stock options | 7,387 | 7,387 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 661 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (9,768) | (9,768) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 946 | |||
Issuance of common stock under employee stock purchase plan | 25,547 | 25,547 | ||
Stock-based compensation | 126,635 | 126,635 | ||
Net income (loss) | (19,073) | (19,073) | ||
Balance at end of period (in shares) at Jun. 30, 2022 | 488,290 | |||
Balance at end of period at Jun. 30, 2022 | 1,779,831 | 1,201,373 | 578,458 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 918 | |||
Exercise of common stock options | 10,917 | 10,917 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 246 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (14,058) | (14,058) | ||
Stock-based compensation | 121,729 | 121,729 | ||
Net income (loss) | 15,869 | 15,869 | ||
Balance at end of period (in shares) at Sep. 30, 2022 | 489,454 | |||
Balance at end of period at Sep. 30, 2022 | $ 1,914,288 | $ 1,319,961 | $ 594,327 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ (17,802) | $ 129,723 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 37,581 | 29,969 |
Stock-based compensation | 371,111 | 132,010 |
Non-cash lease expense | 32,554 | 29,914 |
Allowance for credit losses on accounts receivable | 2,961 | 520 |
Deferred income taxes | 604 | 5,044 |
Other | 3,694 | 6,730 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 24,905 | (48,637) |
Prepaid expenses and other current and non-current assets | 42,913 | 20,627 |
Accounts payable | (68,758) | (44,105) |
Accrued expenses and other current and non-current liabilities | (18,778) | (14,790) |
Operating lease liabilities | (35,731) | (31,886) |
Net cash provided by operating activities | 375,254 | 215,119 |
INVESTING ACTIVITIES: | ||
Purchases of investments | (379,206) | (233,427) |
Sales of investments | 1,977 | 4,539 |
Maturities of investments | 252,699 | 192,077 |
Purchases of property and equipment | (36,394) | (43,920) |
Capitalized software development costs | (4,833) | (3,684) |
Payments to Acquire Businesses, Net of Cash Acquired | 0 | (13,261) |
Net cash used in investing activities | (165,757) | (97,676) |
FINANCING ACTIVITIES: | ||
Payment of debt financing costs | 0 | (1,924) |
Proceeds from exercise of stock options | 42,712 | 39,559 |
Proceeds from employee stock purchase plan | 25,547 | 22,758 |
Taxes paid related to net settlement of restricted stock awards | (37,254) | (38,273) |
Net cash provided by financing activities | 31,005 | 22,120 |
Increase in cash and cash equivalents | 240,502 | 139,563 |
Cash and cash equivalents—Beginning of period | 754,154 | 437,353 |
Cash and cash equivalents—End of period | 994,656 | 576,916 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for operating lease liabilities | 42,921 | 39,006 |
Operating lease assets obtained in exchange for operating lease liabilities | 28,729 | 23,293 |
Capitalized assets financed by accounts payable | 29,577 | 8,934 |
Tenant improvements paid by lessor | 425 | 0 |
Asset retirement obligation | 438 | 1,609 |
Stock-based compensation included in capitalized software development costs | $ 2,668 | $ 2,076 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | Note 1—Nature of Operations The Trade Desk, Inc. (the “Company”) is a global technology company that empowers buyers of advertising. Through the Company’s self-service, cloud-based platform, ad buyers can create, manage and optimize more expressive data-driven digital advertising campaigns across ad formats and channels, including display, video, audio, native and social, on a multitude of devices, such as computers, mobile devices and connected TV (“CTV”). The Company’s platform integrations with major inventory, publisher and data partners provides ad buyers reach and decisioning capabilities, and the Company’s enterprise application programming interfaces (“APIs”) enable its clients to develop on top of the platform. The Company is a Delaware corporation formed in November 2009 and headquartered in Ventura, California with offices in various cities in North America, Europe, Asia and Australia. |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 2—Basis of Presentation and Summary of Significant Accounting Policies The accompanying condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are unaudited. Certain information and disclosures normally included in consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2021 was derived from audited financial statements but does not include all disclosures required by GAAP. Accordingly, these condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2021. There have been no material changes to the Company’s accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021, and these unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with that used to prepare the Company’s audited annual consolidated financial statements for the year ended December 31, 2021, and include, in the opinion of management, all adjustments, consisting of normal recurring items, necessary for the fair statement of the condensed consolidated financial statements. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results expected for the full year ending December 31, 2022. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. Management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including our incremental borrowing rate and terms and provisions of each lease (4) the useful lives of property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of stock-based compensation and (7) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. As of September 30, 2022, the impacts to the Company’s business due to the coronavirus (“COVID-19”) pandemic, geopolitical developments and macroeconomic factors, such as rising interest rates, inflation, changes in foreign currency exchange rates and supply chain disruptions, continue to evolve. As a result, many of the Company’s estimates and assumptions, including the allowance for credit losses, consider macroeconomic factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. Business Combinations The results of a business combination are included in the Company's condensed consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business are generally recorded at their estimated fair values on the acquisition date, which may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages valuation specialists to assist in determining the fair values of these acquired assets and liabilities. Any excess consideration over the fair value of these acquired assets and liabilities assumed is recognized as goodwill. In July 2021, the Company acquired all of the equity interests of a technology company for a GAAP purchase price of $18 million, subject to purchase price adjustments. The purchase consideration was primarily attributable to non-deductible goodwill of $11 million, with the remainder allocated to acquired technology and other assets. In 2022, no additional acquisitions have occurred to date. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 3—Earnings Per Share The Company has two classes of common stock, Class A and Class B. Basic and diluted earnings (loss) per share attributable to common stockholders for Class A and Class B common stock were the same because they were entitled to the same liquidation and dividend rights. The computation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ 15,869 $ 59,384 $ (17,802) $ 129,723 Denominator: Weighted-average shares outstanding—basic 487,963 478,101 486,168 475,496 Effect of dilutive securities 12,337 20,811 — 22,446 Weighted-average shares outstanding—diluted 500,300 498,912 486,168 497,942 Basic earnings (loss) per share $ 0.03 $ 0.12 $ (0.04) $ 0.27 Diluted earnings (loss) per share $ 0.03 $ 0.12 $ (0.04) $ 0.26 Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings (loss) per share* 7,823 1,439 — 1,439 _______________ * Diluted earnings (loss) per share attributable to the Company for the nine months ended September 30, 2022 excluded all potentially dilutive securities because there was a net loss for the period and the inclusion of these securities would have been anti-dilutive. Potentially dilutive securities excluded from the calculation of diluted earnings (loss) per share were 28 million shares under stock-based award plans for the nine months ended September 30, 2022. |
Cash, Cash Equivalents and Shor
Cash, Cash Equivalents and Short-Term Investments, Net | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents, and Short-Term Investments [Abstract] | |
Cash, Cash Equivalents and Short-Term Investments, Net | Note 4—Cash, Cash Equivalents and Short-Term Investments, Net Cash, cash equivalents and short-term investments in marketable securities were as follows (in thousands): As of September 30, 2022 Cash and Short-Term Total Cash $ 244,058 $ — $ 244,058 Level 1: Money market funds 656,640 — 656,640 Level 2: Commercial paper 93,958 113,960 207,918 Corporate debt securities — 132,495 132,495 U.S. government and agency securities — 80,290 80,290 Total $ 994,656 $ 326,745 $ 1,321,401 As of December 31, 2021 Cash and Short-Term Total Cash $ 272,058 $ — $ 272,058 Level 1: Money market funds 431,299 — 431,299 Level 2: Commercial paper 47,544 70,804 118,348 Corporate debt securities 3,253 85,425 88,678 U.S. government and agency securities — 48,396 48,396 Total $ 754,154 $ 204,625 $ 958,779 The Company’s gross unrealized gains or losses from its short-term investments, recorded at fair value, for the three and nine months ended September 30, 2022 and 2021, were immaterial. The contractual maturities of the Company’s short-term investments are as follows (in thousands): September 30, 2022 Due in one year $ 294,093 Due in one to two years 32,652 Total $ 326,745 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | Note 5—Leases The components of lease expense recorded in the condensed consolidated statements of operations were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating lease cost $ 13,139 $ 12,402 $ 38,415 $ 38,288 Short-term lease cost 345 229 1,296 592 Variable lease cost 2,064 1,891 6,478 4,848 Sublease income (635) (751) (1,882) (2,114) Total lease cost $ 14,913 $ 13,771 $ 44,307 $ 41,614 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 6—Debt Credit Facility On June 15, 2021, the Company and a syndicate of banks, led by JPMorgan Chase Bank, N.A., as agent, entered into a Loan and Security Agreement (the “Credit Facility”). The Credit Facility replaced the Company’s prior credit facility, which was scheduled to terminate in May 2022. The Credit Facility consists of a $450 million revolving loan facility, with a $20 million sublimit for swingline borrowings and a $15 million sublimit for the issuance of letters of credit. Under certain circumstances, the Company has the right to increase the Credit Facility by an amount not to exceed $300 million. The Credit Facility is collateralized by substantially all of the Company’s assets, including a pledge of certain of its accounts receivable, deposit accounts, intellectual property, investment property and equipment. Loans under the Credit Facility bear interest through maturity at a variable rate based upon, at the Company’s option, an annual rate of either a Base Rate or an adjusted London Interbank Offered Rate (“LIBOR”), plus an applicable margin (“Base Rate Borrowings” and “LIBOR Rate Borrowings”). The Base Rate is defined as a rate per annum for any day equal to the greatest of (1) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (2) the New York Federal Reserve Bank Rate in effect on such day plus half of 1%, and (3) the adjusted LIBOR rate for a one-month interest period on such day plus 1%. The applicable margin is between 0.25% to 1.25% for Base Rate Borrowings and between 1.25% and 2.25% for LIBOR Rate Borrowings based on the Company maintaining certain leverage ratios. The fee for undrawn amounts under the Credit Facility ranges, based on the applicable leverage, from 0.200% to 0.350%. The Company is also required to pay customary letter of credit fees, as necessary. On December 17, 2021, the Company amended the Credit Facility to expand the process for issuing letters of credit and the related invoicing, particularly with respect to letters of credit not denominated in U.S. Dollars. As of September 30, 2022, the Company did not have an outstanding debt balance under the Credit Facility. Availability under the Credit Facility was $445 million as of September 30, 2022, which is net of outstanding letters of credit of $5 million. The Credit Facility matures, and all outstanding amounts become due and payable, on June 15, 2026. The Credit Facility contains customary conditions to borrowings, events of default and covenants, including covenants that restrict the Company’s ability to sell assets, make changes to the nature of the Company’s business, engage in mergers or acquisitions, incur, assume or permit to exist additional indebtedness and guarantees, create or permit to exist liens, pay dividends, issue equity instruments, make distributions or redeem or repurchase capital stock or make other investments, engage in transactions with affiliates and make payments in respect of subordinated debt. The Credit Facility also requires the Company to maintain compliance with a maximum ratio of consolidated funded debt to consolidated EBITDA of 3.50 to 1.00. As of September 30, 2022, the Company was in compliance with all covenants. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 7—Stock-Based Compensation Stock-Based Compensation Expense Stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Platform operations $ 3,517 $ 2,518 $ 14,254 $ 11,624 Sales and marketing 14,861 9,099 48,718 37,362 Technology and development 22,641 11,269 67,258 41,337 General and administrative 79,984 11,573 240,881 41,687 Total $ 121,003 $ 34,459 $ 371,111 $ 132,010 Stock Options The following summarizes stock option activity: Shares Under Option (in thousands) Weighted- Average Exercise Price Outstanding as of December 31, 2021 18,984 $ 15.14 Granted 1,474 61.07 Exercised (3,970) 10.76 Expired/Forfeited (534) 44.22 Outstanding as of September 30, 2022 15,954 $ 19.50 Exercisable as of September 30, 2022 12,167 $ 11.43 At September 30, 2022, the Company had unrecognized stock-based compensation relating to stock options, excluding the CEO Performance Option (as defined below), of approximately $98 million, which is expected to be recognized over a weighted-average period of 2.2 years. CEO Performance Option In October 2021, the Company granted a market-based performance award to the Company’s Chief Executive Officer (the “CEO Performance Option”) under the Company’s 2016 Incentive Award Plan. The CEO Performance Option has an exercise price of $68.29 per share. At September 30, 2022, the CEO Performance Option had 2.4 million exercisable options and 19.2 million options outstanding. No options were granted, exercised, forfeited or expired during the three and nine months ended September 30, 2022. Stock-based compensation of $66 million and $197 million for the CEO Performance Option was recorded as a component of general and administrative expense during the three and nine months ended September 30, 2022, respectively. At September 30, 2022, the Company had unrecognized stock-based compensation relating to the CEO Performance Option of $465 million that is expected to be recognized over a weighted-average period of 2.4 years, assuming no acceleration of vesting. Restricted Stock The following summarizes restricted stock activity: RSU (in thousands) Weighted- Average Grant Date Fair Value Unvested as of December 31, 2021 5,597 $ 51.54 Granted 5,586 60.51 Vested (1,716) 46.18 Forfeited (827) 59.61 Unvested as of September 30, 2022 8,640 $ 57.63 At September 30, 2022, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $461 million, which is expected to be recognized over a weighted-average period of 3.0 years. Employee Stock Purchase Plan (“ESPP”) Stock-based compensation expense related to the ESPP totaled $4 million for both the three months ended September 30, 2022 and 2021, and $46 million for both the nine months ended September 30, 2022 and 2021. At September 30, 2022, the Company had unrecognized stock-based compensation relating to ESPP awards of approximately $9 million, which is expected to be recognized over a weighted-average period of 0.9 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8—Income Taxes In determining the interim provision for income taxes, the Company utilized the discrete effective tax rate method, as allowed by Accounting Standards Codification (“ASC”) 740-270-30-18, “ Income Taxes – Interim Reporting .” The discrete method is applied when the application of the estimated annual effective tax rate is impractical because it is not possible to reliably estimate the annual effective tax rate. The discrete method treats the year-to-date period as if it were the annual period and determines the income tax expense or benefit on that basis. Due to our forecasted level of profitability and significant permanent differences primarily related to the CEO Performance Option, the Company is unable to utilize the annual effective tax rate method. For the three months ended September 30, 2022 and 2021, the provision for income taxes included benefits associated with stock-based awards of $11 million and $22 million, respectively. For the nine months ended September 30, 2022 and 2021, the provision for income taxes included benefits associated with stock-based awards of $42 million and $58 million, respectively. For the nine months ended September 30, 2022 and 2021, the Company’s effective tax rate differed from the United States federal statutory tax rate of 21% primarily due to nondeductible stock-based compensation, the impact of tax benefits associated with stock-based awards, state and foreign taxes and research and development tax credits. There were no material changes to the Company’s unrecognized tax benefits during the nine months ended September 30, 2022, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. The IRA contains a number of revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and a 1% excise tax on corporate stock repurchases in tax years beginning after December 31, 2022. The Company is in the process of evaluating the provisions of the IRA, but the Company does not currently believe the IRA will have a material impact on its financial results. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2022 | |
Segments, Geographical Areas [Abstract] | |
Segment and Geographic Information | Note 9—Segment and Geographic Information The Company has one primary business activity and operates in one reportable and operating segment. The Company reports revenue net of amounts it pays suppliers for the cost of advertising inventory, third-party data and other add-on features (collectively, “Supplier Features”). The Company generally bills clients based on the gross amount of Supplier Features they purchase through its platform and the platform fees (“Gross Billings”), net of allowances. The Company’s accounts receivable are recorded at the amount of Gross Billings for the amounts it is responsible to collect, and accounts payable are recorded at the net amount payable to suppliers. Accordingly, both accounts receivable and accounts payable appear large in relation to revenue reported on a net basis. Gross Billings, based on the address of the clients or client affiliates, set forth as a percentage of total Gross Billings, were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 U.S. 89 % 87 % 88 % 86 % International 11 % 13 % 12 % 14 % Total 100 % 100 % 100 % 100 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10— Commitments and Contingencies Guarantees and Indemnification In the ordinary course of business, the Company may provide indemnifications of varying scope and terms to clients, vendors, lessors, business partners and other parties with respect to certain matters, including, but not limited to, losses arising out of breach of such agreements, services to be provided by the Company or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with directors and certain officers and employees that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers or employees. No demands have been made upon the Company to provide indemnification under such agreements, and thus, there are no claims that the Company is aware of that could have a material effect on the Company’s balance sheet, statement of operations or statement of cash flows. Accordingly, no amounts for any obligation have been recorded at September 30, 2022. Litigation From time to time, the Company is subject to various legal proceedings, litigation and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings, litigation and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors. On June 28, 2021, a class action lawsuit captioned City Pension Fund for Firefighters and Police Officers in the City of Miami Beach v. The Trade Desk, Inc., et al. , No. 2021-0560 was filed against the Company, the members of the Company’s board of directors and one of the Company’s executive officers in the Court of Chancery of the State of Delaware. The complaint alleged generally that the defendants breached their fiduciary duties to the Company’s stockholders in connection with the negotiation and approval of the amendments to the Company’s certificate of incorporation and related matters voted on at the Special Meeting of Stockholders held on December 22, 2020. On February 1, 2022, the defendants moved to dismiss the complaint, and on July 29, 2022, the court dismissed the complaint in its entirety with prejudice. On May 27, 2022, a stockholder of the Company filed a derivative lawsuit captioned Huizenga v. Green, et al. , No. 2022-0461, asserting claims on behalf of the Company against certain members of the Company’s board of directors in the Court of Chancery of the State of Delaware. On June 27, 2022, a second derivative lawsuit captioned Pfeiffer v. Green, et al. , No. 2022-0560, was filed in the Court of Chancery of the State of Delaware alleging substantially similar claims. Those lawsuits were consolidated on August 18, 2022, and a lead plaintiff was appointed on October 7, 2022. The two complaints allege generally that the defendants breached their fiduciary duties to the Company and its stockholders in connection with the negotiation and approval of the CEO Performance Option. The plaintiffs seek a court order rescinding the CEO Performance Option and monetary damages. The defendants expect the lead plaintiff to file a consolidated complaint, and the defendants intend to move to dismiss the consolidated complaint. Litigation is inherently uncertain and there can be no assurance regarding the likelihood that the motions to dismiss or defense of the various actions will be successful. Employment Contracts The Company has entered into agreements with severance terms with certain employees and officers, all of whom are employed on an at-will basis, subject to certain severance obligations in the event of certain involuntary terminations. The Company may be required to accelerate the vesting of certain stock options in the event of changes in control, as defined, and involuntary terminations. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from these estimates. Management regularly evaluates its estimates, primarily those related to: (1) revenue recognition criteria, including the determination of revenue reporting as net versus gross in the Company’s revenue arrangements, (2) allowances for credit losses, (3) operating lease assets and liabilities, including our incremental borrowing rate and terms and provisions of each lease (4) the useful lives of property and equipment and capitalized software development costs, (5) income taxes, (6) assumptions used in the option pricing models to determine the fair value of stock-based compensation and (7) the recognition and disclosure of contingent liabilities. These estimates are based on historical data and experience, as well as various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. As of September 30, 2022, the impacts to the Company’s business due to the coronavirus (“COVID-19”) pandemic, geopolitical developments and macroeconomic factors, such as rising interest rates, inflation, changes in foreign currency exchange rates and supply chain disruptions, continue to evolve. As a result, many of the Company’s estimates and assumptions, including the allowance for credit losses, consider macroeconomic factors in the market, which require increased judgment and carry a higher degree of variability and volatility. As events continue to evolve and additional information becomes available, the Company’s estimates may change materially in future periods. |
Business Combinations | Business Combinations The results of a business combination are included in the Company's condensed consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business are generally recorded at their estimated fair values on the acquisition date, which may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs and cash flows, discount rates and selection of comparable companies. The Company engages valuation specialists to assist in determining the fair values of these acquired assets and liabilities. Any excess consideration over the fair value of these acquired assets and liabilities assumed is recognized as goodwill. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted EPS | The computation of basic and diluted earnings (loss) per share is as follows (in thousands, except per share amounts): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ 15,869 $ 59,384 $ (17,802) $ 129,723 Denominator: Weighted-average shares outstanding—basic 487,963 478,101 486,168 475,496 Effect of dilutive securities 12,337 20,811 — 22,446 Weighted-average shares outstanding—diluted 500,300 498,912 486,168 497,942 Basic earnings (loss) per share $ 0.03 $ 0.12 $ (0.04) $ 0.27 Diluted earnings (loss) per share $ 0.03 $ 0.12 $ (0.04) $ 0.26 Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings (loss) per share* 7,823 1,439 — 1,439 _______________ * Diluted earnings (loss) per share attributable to the Company for the nine months ended September 30, 2022 excluded all potentially dilutive securities because there was a net loss for the period and the inclusion of these securities would have been anti-dilutive. Potentially dilutive securities excluded from the calculation of diluted earnings (loss) per share were 28 million shares under stock-based award plans for the nine months ended September 30, 2022. |
Cash, Cash Equivalents and Sh_2
Cash, Cash Equivalents and Short-Term Investments, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Cash, Cash Equivalents, and Short-Term Investments [Abstract] | |
Schedule of Cash, Cash Equivalents and Short-term Investments in Marketable Securities | Cash, cash equivalents and short-term investments in marketable securities were as follows (in thousands): As of September 30, 2022 Cash and Short-Term Total Cash $ 244,058 $ — $ 244,058 Level 1: Money market funds 656,640 — 656,640 Level 2: Commercial paper 93,958 113,960 207,918 Corporate debt securities — 132,495 132,495 U.S. government and agency securities — 80,290 80,290 Total $ 994,656 $ 326,745 $ 1,321,401 As of December 31, 2021 Cash and Short-Term Total Cash $ 272,058 $ — $ 272,058 Level 1: Money market funds 431,299 — 431,299 Level 2: Commercial paper 47,544 70,804 118,348 Corporate debt securities 3,253 85,425 88,678 U.S. government and agency securities — 48,396 48,396 Total $ 754,154 $ 204,625 $ 958,779 |
Schedule of Contractual Maturities of Short-Term Investments | The contractual maturities of the Company’s short-term investments are as follows (in thousands): September 30, 2022 Due in one year $ 294,093 Due in one to two years 32,652 Total $ 326,745 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense recorded in the condensed consolidated statements of operations were as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Operating lease cost $ 13,139 $ 12,402 $ 38,415 $ 38,288 Short-term lease cost 345 229 1,296 592 Variable lease cost 2,064 1,891 6,478 4,848 Sublease income (635) (751) (1,882) (2,114) Total lease cost $ 14,913 $ 13,771 $ 44,307 $ 41,614 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Stock-Based Compensation Expense | Stock-based compensation expense recorded in the condensed consolidated statements of operations was as follows (in thousands): Three Months Ended Nine Months Ended 2022 2021 2022 2021 Platform operations $ 3,517 $ 2,518 $ 14,254 $ 11,624 Sales and marketing 14,861 9,099 48,718 37,362 Technology and development 22,641 11,269 67,258 41,337 General and administrative 79,984 11,573 240,881 41,687 Total $ 121,003 $ 34,459 $ 371,111 $ 132,010 |
Summary of Stock Option Activity | The following summarizes stock option activity: Shares Under Option (in thousands) Weighted- Average Exercise Price Outstanding as of December 31, 2021 18,984 $ 15.14 Granted 1,474 61.07 Exercised (3,970) 10.76 Expired/Forfeited (534) 44.22 Outstanding as of September 30, 2022 15,954 $ 19.50 Exercisable as of September 30, 2022 12,167 $ 11.43 |
Summary of Restricted Stock Activity | The following summarizes restricted stock activity: RSU (in thousands) Weighted- Average Grant Date Fair Value Unvested as of December 31, 2021 5,597 $ 51.54 Granted 5,586 60.51 Vested (1,716) 46.18 Forfeited (827) 59.61 Unvested as of September 30, 2022 8,640 $ 57.63 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segments, Geographical Areas [Abstract] | |
Gross Billings Percentage, Based on Billing Address of Clients or Client Affiliates | Gross Billings, based on the address of the clients or client affiliates, set forth as a percentage of total Gross Billings, were as follows: Three Months Ended Nine Months Ended 2022 2021 2022 2021 U.S. 89 % 87 % 88 % 86 % International 11 % 13 % 12 % 14 % Total 100 % 100 % 100 % 100 % |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) $ in Millions | 1 Months Ended | 9 Months Ended |
Jul. 31, 2021 USD ($) | Sep. 30, 2022 business | |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Number of businesses acquired | business | 0 | |
Technology Company | ||
Business Combination, Separately Recognized Transactions [Line Items] | ||
Business combination, purchase price | $ 18 | |
Non deductible goodwill | $ 11 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | Sep. 30, 2022 Class |
Earnings Per Share [Abstract] | |
Number of classes of common stock | 2 |
Earnings Per Share - Computatio
Earnings Per Share - Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||||||
Net income (loss) | $ 15,869 | $ (19,073) | $ (14,598) | $ 59,384 | $ 47,697 | $ 22,642 | $ (17,802) | $ 129,723 |
Denominator: | ||||||||
Weighted-average shares outstanding—basic (in shares) | 487,963 | 478,101 | 486,168 | 475,496 | ||||
Effect of dilutive securities (in shares) | 12,337 | 20,811 | 0 | 22,446 | ||||
Weighted-average shares outstanding—diluted (in shares) | 500,300 | 498,912 | 486,168 | 497,942 | ||||
Basic earnings (loss) per share | $ 0.03 | $ 0.12 | $ (0.04) | $ 0.27 | ||||
Diluted earnings (loss) per share | $ 0.03 | $ 0.12 | $ (0.04) | $ 0.26 | ||||
Antidilutive Securities Including Potentially Dilutive Securities Under Net Loss Position | ||||||||
Denominator: | ||||||||
Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings (loss) per share* | 28,000 | |||||||
Antidilutive Securities Not Under Net Loss Position | ||||||||
Denominator: | ||||||||
Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings (loss) per share* | 7,823 | 1,439 | 0 | 1,439 |
Cash, Cash Equivalents and Sh_3
Cash, Cash Equivalents and Short-Term Investments, Net - Schedule of Cash, Cash Equivalents and Short-term Investments in Marketable Securities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | $ 994,656 | $ 754,154 |
Short-Term Investments | 326,745 | 204,625 |
Total | 1,321,401 | 958,779 |
Cash | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 244,058 | 272,058 |
Total | 244,058 | 272,058 |
Level 1 | Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 656,640 | 431,299 |
Total | 656,640 | 431,299 |
Level 2 | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 93,958 | 47,544 |
Short-Term Investments | 113,960 | 70,804 |
Total | 207,918 | 118,348 |
Level 2 | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 0 | 3,253 |
Short-Term Investments | 132,495 | 85,425 |
Total | 132,495 | 88,678 |
Level 2 | U.S. Government and Agency Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 0 | 0 |
Short-Term Investments | 80,290 | 48,396 |
Total | $ 80,290 | $ 48,396 |
Cash, Cash Equivalents and Sh_4
Cash, Cash Equivalents and Short-Term Investments, Net - Schedule of Contractual Maturities of Short-Term Investments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Cash, Cash Equivalents, and Short-Term Investments [Abstract] | |
Due in one year | $ 294,093 |
Due in one to two years | 32,652 |
Total | $ 326,745 |
Leases (Detail)
Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease cost | $ 13,139 | $ 12,402 | $ 38,415 | $ 38,288 |
Short-term lease cost | 345 | 229 | 1,296 | 592 |
Variable lease cost | 2,064 | 1,891 | 6,478 | 4,848 |
Sublease income | (635) | (751) | (1,882) | (2,114) |
Total lease cost | $ 14,913 | $ 13,771 | $ 44,307 | $ 41,614 |
Debt (Detail)
Debt (Detail) - USD ($) | 9 Months Ended | |
Jun. 15, 2021 | Sep. 30, 2022 | |
Loan and Security Agreement Revolving Loan Facility | ||
Long-term debt: | ||
Line of credit facility | $ 450,000,000 | |
Loan and Security Agreement Revolving Loan Facility Swingline Borrowings | ||
Long-term debt: | ||
Line of credit facility | 20,000,000 | |
Loan and Security Agreement Revolving Loan Facility Letter of Credit | ||
Long-term debt: | ||
Line of credit facility | 15,000,000 | |
Outstanding letters of credit | $ 5,000,000 | |
Loan and Security Agreement | ||
Long-term debt: | ||
Line of credit maximum amount right to increase | $ 300,000,000 | |
Interest rate description | The Base Rate is defined as a rate per annum for any day equal to the greatest of (1) the rate of interest last quoted by The Wall Street Journal as the “Prime Rate” in the United States, (2) the New York Federal Reserve Bank Rate in effect on such day plus half of 1%, and (3) the adjusted LIBOR rate for a one-month interest period on such day plus 1%. The applicable margin is between 0.25% to 1.25% for Base Rate Borrowings and between 1.25% and 2.25% for LIBOR Rate Borrowings based on the Company maintaining certain leverage ratios. | |
Outstanding debt balance | $ 0 | |
Availability under the credit facility | $ 445,000,000 | |
Credit facility, maturity | Jun. 15, 2026 | |
Maximum ratio of consolidated funded debt to consolidated EBITDA | 350% | |
Loan and Security Agreement | Minimum | ||
Long-term debt: | ||
Fee percentage for undrawn amounts | 0.20% | |
Loan and Security Agreement | Maximum | ||
Long-term debt: | ||
Fee percentage for undrawn amounts | 0.35% | |
Loan and Security Agreement | LIBOR Rate | ||
Long-term debt: | ||
Description of variable rate basis | one-month interest period on such day plus 1% | |
Basis spread on variable rate | 1% | |
Loan and Security Agreement | LIBOR Rate | Minimum | ||
Long-term debt: | ||
Basis spread on variable rate | 1.25% | |
Loan and Security Agreement | LIBOR Rate | Maximum | ||
Long-term debt: | ||
Basis spread on variable rate | 2.25% | |
Loan and Security Agreement | NYFRB Rate | ||
Long-term debt: | ||
Description of variable rate basis | day plus half of 1% | |
Basis spread on variable rate | 1% | |
Loan and Security Agreement | Base Rate | Minimum | ||
Long-term debt: | ||
Basis spread on variable rate | 0.25% | |
Loan and Security Agreement | Base Rate | Maximum | ||
Long-term debt: | ||
Basis spread on variable rate | 1.25% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | $ 121,003 | $ 34,459 | $ 371,111 | $ 132,010 |
Platform operations | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | 3,517 | 2,518 | 14,254 | 11,624 |
Sales and marketing | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | 14,861 | 9,099 | 48,718 | 37,362 |
Technology and development | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | 22,641 | 11,269 | 67,258 | 41,337 |
General and administrative | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | $ 79,984 | $ 11,573 | $ 240,881 | $ 41,687 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - Stock Options - $ / shares shares in Thousands | 9 Months Ended |
Sep. 30, 2022 | |
Shares Under Option | |
Outstanding at the beginning of the period (in shares) | 18,984 |
Granted (in shares) | 1,474 |
Exercised (in shares) | (3,970) |
Expired/Forfeited (in shares) | (534) |
Outstanding at the end of the period (in shares) | 15,954 |
Exercisable at the end of the period (in shares) | 12,167 |
Weighted-Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ 15.14 |
Granted (in dollars per share) | 61.07 |
Exercised (in dollars per share) | 10.76 |
Expired/Forfeited (in dollars per share) | 44.22 |
Outstanding at the end of the period (in dollars per share) | 19.50 |
Exercisable at end of period (in dollars per share) | $ 11.43 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Oct. 31, 2021 | |
Stock Options | ||||
Stock-Based Compensation | ||||
Unrecognized stock-based compensation relating to options | $ 98 | $ 98 | ||
Weighted-average period for recognition of stock based expense (in years) | 2 years 2 months 12 days | |||
Exercisable at the end of the period (in shares) | 12,167,000 | 12,167,000 | ||
Options outstanding (in shares) | 15,954,000 | 15,954,000 | 18,984,000 | |
Options expired / forfeited (in shares) | 534,000 | |||
Options granted (in shares) | 1,474,000 | |||
Exercise of common stock options (in shares) | 3,970,000 | |||
CEO Performance Option | 2016 Incentive Award Plan | Chief Executive Officer | ||||
Stock-Based Compensation | ||||
Unrecognized stock-based compensation relating to options | $ 465 | $ 465 | ||
Weighted-average period for recognition of stock based expense (in years) | 2 years 4 months 24 days | |||
Exercise price (in dollars per share) | $ 68.29 | |||
Exercisable at the end of the period (in shares) | 2,400,000 | 2,400,000 | ||
Options outstanding (in shares) | 19,200,000 | 19,200,000 | ||
Options expired / forfeited (in shares) | 0 | 0 | ||
Options granted (in shares) | 0 | |||
Exercise of common stock options (in shares) | 0 | 0 | ||
Stock-based compensation recorded | $ 66 | $ 197 | ||
Restricted Stock | ||||
Stock-Based Compensation | ||||
Weighted-average period for recognition of stock based expense (in years) | 3 years | |||
Unrecognized stock-based compensation | 461 | $ 461 | ||
ESPP | ||||
Stock-Based Compensation | ||||
Weighted-average period for recognition of stock based expense (in years) | 10 months 24 days | |||
Unrecognized stock-based compensation | $ 9 | $ 9 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
RSU | |
Unvested, RSU, beginning balance (in shares) | shares | 5,597 |
Granted, RSU (in shares) | shares | 5,586 |
Vested, RSU (in shares) | shares | (1,716) |
Forfeited, RSU (in shares) | shares | (827) |
Unvested, RSU, ending balance (in shares) | shares | 8,640 |
Weighted- Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 51.54 |
Granted (in dollars per share) | $ / shares | 60.51 |
Vested (in dollars per share) | $ / shares | 46.18 |
Forfeited (in dollars per share) | $ / shares | 59.61 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 57.63 |
Stock-Based Compensation - ESPP
Stock-Based Compensation - ESPP - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock-Based Compensation | ||||
Stock-based compensation expense | $ 121,003 | $ 34,459 | $ 371,111 | $ 132,010 |
ESPP | ||||
Stock-Based Compensation | ||||
Stock-based compensation expense | 4,000 | $ 4,000 | 46,000 | $ 46,000 |
Unrecognized stock-based compensation | $ 9,000 | $ 9,000 | ||
Weighted-average period for recognition of stock based expense (in years) | 10 months 24 days |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes, benefits associated with stock-based awards | $ 11 | $ 22 | $ 42 | $ 58 |
Federal tax at statutory rate (as a percent) | 21% | 21% |
Segment and Geographic Inform_3
Segment and Geographic Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 segment businessActivity | Sep. 30, 2021 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Number of business activity | businessActivity | 1 | |||
Number of reportable segments | 1 | |||
Number of operating segments | 1 | |||
Gross billings | 100% | 100% | 100% | 100% |
U.S. | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Gross billings | 89% | 87% | 88% | 86% |
International | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Gross billings | 11% | 13% | 12% | 14% |
Commitments and Contingencies (
Commitments and Contingencies (Detail) | Sep. 30, 2022 USD ($) | Jun. 28, 2021 executiveOfficer |
Guarantees and Indemnifications | ||
Number of executive officers | executiveOfficer | 1 | |
Indemnifications | ||
Guarantees and Indemnifications | ||
Recorded obligation | $ | $ 0 |