Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 31, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37879 | |
Entity Registrant Name | TRADE DESK, INC. | |
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 $0.000001 per share | |
Trading Symbol | TTD | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001671933 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 446,261,113 | |
Class B common stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 44,035,900 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 1,071,764 | $ 1,030,506 |
Short-term investments, net | 450,117 | 416,080 |
Accounts receivable, net of allowance for credit losses of $11,722 and $10,477 as of September 30, 2023 and December 31, 2022, respectively | 2,434,047 | 2,347,195 |
Prepaid expenses and other current assets | 57,878 | 51,836 |
TOTAL CURRENT ASSETS | 4,013,806 | 3,845,617 |
Property and equipment, net | 152,863 | 173,759 |
Operating lease assets | 208,583 | 220,396 |
Deferred income taxes | 94,028 | 94,028 |
Other assets, non-current | 51,152 | 46,879 |
TOTAL ASSETS | 4,520,432 | 4,380,679 |
Current liabilities: | ||
Accounts payable | 1,967,649 | 1,871,419 |
Accrued expenses and other current liabilities | 121,616 | 105,474 |
Operating lease liabilities | 57,890 | 52,430 |
TOTAL CURRENT LIABILITIES | 2,147,155 | 2,029,323 |
Operating lease liabilities, non-current | 190,207 | 208,527 |
Other liabilities, non-current | 27,544 | 27,490 |
TOTAL LIABILITIES | 2,364,906 | 2,265,340 |
Commitments and contingencies (Note 11) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock, par value $0.000001; 100,000 shares authorized, zero shares issued and outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, par value $0.000001 Class A, 1,000,000 shares authorized; 446,208 and 446,456 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively Class B, 95,000 shares authorized; 44,036 and 44,012 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 0 | 0 |
Additional paid-in capital | 1,835,107 | 1,449,825 |
Retained earnings | 320,419 | 665,514 |
TOTAL STOCKHOLDERS’ EQUITY | 2,155,526 | 2,115,339 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 4,520,432 | $ 4,380,679 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, allowance for credit losses | $ 11,722 | $ 10,477 |
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) | 446,208,000 | 446,456,000 |
Common stock, outstanding (in shares) | 446,208,000 | 446,456,000 |
Class B common stock | ||
Common stock | ||
Common stock, authorized (in shares) | 95,000,000 | 95,000,000 |
Common stock, issued (in shares) | 44,036,000 | 44,012,000 |
Common stock, outstanding (in shares) | 44,036,000 | 44,012,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 493,266 | $ 394,773 | $ 1,340,323 | $ 1,087,058 |
Operating expenses: | ||||
Platform operations | 93,382 | 70,124 | 264,903 | 201,504 |
Sales and marketing | 112,466 | 85,038 | 321,177 | 245,146 |
Technology and development | 117,772 | 79,915 | 309,790 | 235,397 |
General and administrative | 131,969 | 130,892 | 388,411 | 391,517 |
Total operating expenses | 455,589 | 365,969 | 1,284,281 | 1,073,564 |
Income from operations | 37,677 | 28,804 | 56,042 | 13,494 |
Other expense (income): | ||||
Interest income, net | (17,626) | (1,741) | (49,556) | (1,321) |
Foreign currency exchange loss (gain), net | (1,697) | 43 | (1,721) | (435) |
Total other income, net | (19,323) | (1,698) | (51,277) | (1,756) |
Income before income taxes | 57,000 | 30,502 | 107,319 | 15,250 |
Provision for income taxes | 17,648 | 14,633 | 25,702 | 33,052 |
Net income (loss) | $ 39,352 | $ 15,869 | $ 81,617 | $ (17,802) |
Earnings (loss) per share: | ||||
Basic (in dollars per share) | $ 0.08 | $ 0.03 | $ 0.17 | $ (0.04) |
Diluted (in dollars per share) | $ 0.08 | $ 0.03 | $ 0.16 | $ (0.04) |
Weighted-average shares outstanding: | ||||
Basic (in shares) | 489,447 | 487,963 | 489,195 | 486,168 |
Diluted (in shares) | 501,880 | 500,300 | 500,348 | 486,168 |
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, 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 | |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 490,468 | |||
Balance at beginning of period at Dec. 31, 2022 | 2,115,339 | 1,449,825 | 665,514 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 2,451 | |||
Exercise of common stock options | 10,365 | 10,365 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 414 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (15,595) | (15,595) | ||
Repurchases of Class A common stock (in shares) | (5,139) | |||
Repurchases of Class A common stock | (292,863) | (292,863) | ||
Stock-based compensation | 114,235 | 114,235 | ||
Net income (loss) | 9,326 | 9,326 | ||
Balance at end of period (in shares) at Mar. 31, 2023 | 488,194 | |||
Balance at end of period at Mar. 31, 2023 | 1,940,807 | 1,558,830 | 381,977 | |
Balance at beginning of period (in shares) at Dec. 31, 2022 | 490,468 | |||
Balance at beginning of period at Dec. 31, 2022 | 2,115,339 | 1,449,825 | 665,514 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Net income (loss) | 81,617 | |||
Balance at end of period (in shares) at Sep. 30, 2023 | 490,244 | |||
Balance at end of period at Sep. 30, 2023 | 2,155,526 | 1,835,107 | 320,419 | |
Balance at beginning of period (in shares) at Mar. 31, 2023 | 488,194 | |||
Balance at beginning of period at Mar. 31, 2023 | 1,940,807 | 1,558,830 | 381,977 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 1,074 | |||
Exercise of common stock options | 17,407 | 17,407 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 879 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (15,459) | (15,459) | ||
Issuance of common stock under employee stock purchase plan (in shares) | 497 | |||
Issuance of common stock under employee stock purchase plan | 21,316 | 21,316 | ||
Repurchases of Class A common stock (in shares) | (595) | |||
Repurchases of Class A common stock | (44,004) | (44,004) | ||
Stock-based compensation | 118,404 | 118,404 | ||
Net income (loss) | 32,939 | 32,939 | ||
Balance at end of period (in shares) at Jun. 30, 2023 | 490,049 | |||
Balance at end of period at Jun. 30, 2023 | 2,071,410 | 1,700,498 | 370,912 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||
Exercise of common stock options (in shares) | 889 | |||
Exercise of common stock options | 17,591 | 17,591 | ||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes (in shares) | 500 | |||
Issuance of restricted stock, net of forfeitures and shares withheld for taxes | (24,343) | (24,343) | ||
Repurchases of Class A common stock (in shares) | (1,194) | |||
Repurchases of Class A common stock | (89,845) | (89,845) | ||
Stock-based compensation | 141,361 | 141,361 | ||
Net income (loss) | 39,352 | 39,352 | ||
Balance at end of period (in shares) at Sep. 30, 2023 | 490,244 | |||
Balance at end of period at Sep. 30, 2023 | $ 2,155,526 | $ 1,835,107 | $ 320,419 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 81,617 | $ (17,802) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 59,889 | 37,581 |
Stock-based compensation | 370,186 | 371,111 |
Noncash lease expense | 36,672 | 32,554 |
Allowance for credit losses on accounts receivable | 1,811 | 2,961 |
Deferred income taxes | 0 | 604 |
Other | (8,312) | 3,694 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (130,650) | 24,905 |
Prepaid expenses and other current and non-current assets | (11,370) | 42,913 |
Accounts payable | 125,661 | (68,758) |
Accrued expenses and other current and non-current liabilities | 18,439 | (18,778) |
Operating lease liabilities | (36,741) | (35,731) |
Net cash provided by operating activities | 507,202 | 375,254 |
INVESTING ACTIVITIES: | ||
Purchases of investments | (448,251) | (379,206) |
Sales of investments | 0 | 1,977 |
Maturities of investments | 425,400 | 252,699 |
Purchases of property and equipment | (21,594) | (36,394) |
Capitalized software development costs | (6,097) | (4,833) |
Net cash used in investing activities | (50,542) | (165,757) |
FINANCING ACTIVITIES: | ||
Repurchases of Class A common stock | (426,684) | 0 |
Proceeds from exercise of stock options | 45,363 | 42,712 |
Proceeds from employee stock purchase plan | 21,316 | 25,547 |
Taxes paid related to net settlement of restricted stock awards | (55,397) | (37,254) |
Net cash provided by (used in) financing activities | (415,402) | 31,005 |
Increase in cash and cash equivalents | 41,258 | 240,502 |
Cash and cash equivalents—Beginning of period | 1,030,506 | 754,154 |
Cash and cash equivalents—End of period | 1,071,764 | 994,656 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for operating lease liabilities | 44,836 | 42,921 |
Operating lease assets obtained in exchange for operating lease liabilities | 25,781 | 28,729 |
Capitalized assets financed by accounts payable | 5,938 | 29,577 |
Tenant improvements paid by lessor | 0 | 425 |
Asset retirement obligation | 917 | 438 |
Stock-based compensation included in capitalized software development costs | $ 3,814 | $ 2,668 |
Nature of Operations
Nature of Operations | 9 Months Ended |
Sep. 30, 2023 | |
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 video (which includes connected TV (“CTV”)), display, audio, digital-out-of-home, native and social, on a multitude of devices, such as computers, mobile devices, televisions and streaming devices. The Company’s platform integrations with major inventory, publisher and data partners provide 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, 2023 | |
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, 2022 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, 2022. 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, 2022, 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, 2022, 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, 2023 are not necessarily indicative of the results expected for the full year ending December 31, 2023. 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 the Company’s 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, 2023, the impacts to the Company’s business due to 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. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022* Numerator: Net income (loss) $ 39,352 $ 15,869 $ 81,617 $ (17,802) Denominator: Weighted-average shares outstanding—basic 489,447 487,963 489,195 486,168 Effect of dilutive securities 12,433 12,337 11,153 — Weighted-average shares outstanding—diluted 501,880 500,300 500,348 486,168 Basic earnings (loss) per share $ 0.08 $ 0.03 $ 0.17 $ (0.04) Diluted earnings (loss) per share $ 0.08 $ 0.03 $ 0.16 $ (0.04) Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings (loss) per share 4,916 7,823 4,916 — _______________ * Diluted 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 ended and the inclusion of these securities would have been anti-dilutive. Potentially dilutive securities excluded from the calculation of diluted 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, 2023 | |
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, 2023 Cash and Short-Term Total Cash $ 264,896 $ — $ 264,896 Level 1: Money market funds 778,950 — 778,950 Level 2: Commercial paper 24,048 154,761 178,809 Corporate debt securities 3,870 157,798 161,668 U.S. government and agency securities — 137,558 137,558 Total $ 1,071,764 $ 450,117 $ 1,521,881 As of December 31, 2022 Cash and Short-Term Total Cash $ 339,717 $ — $ 339,717 Level 1: Money market funds 640,233 — 640,233 Level 2: Commercial paper 50,556 126,507 177,063 Corporate debt securities — 180,502 180,502 U.S. government and agency securities — 109,071 109,071 Total $ 1,030,506 $ 416,080 $ 1,446,586 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, 2023 and 2022, were immaterial. The contractual maturities of the Company’s short-term investments are as follows (in thousands): September 30, 2023 Due in one year $ 415,714 Due in one to two years 34,403 Total $ 450,117 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022 Operating lease cost $ 12,532 $ 13,139 $ 36,588 $ 38,415 Short-term lease cost 493 345 1,407 1,296 Variable lease cost 3,253 2,064 9,207 6,478 Sublease income (619) (635) (1,769) (1,882) Total lease cost $ 15,659 $ 14,913 $ 45,433 $ 44,307 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
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 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. 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. On February 9, 2023, the Company further amended its Credit Facility (as amended, the “Amended Credit Facility”) to transition from a variable interest rate based on the London Interbank Offered Rate to a variable interest rate based on the secured overnight financing rate (“SOFR”). Loans under the Amended Credit Facility bear interest at a rate equal to, at the Company’s option, an annual rate of either a Base Rate or an adjusted term SOFR rate (defined as SOFR for a specified term plus a credit spread adjustment of 10 basis points, subject to a 0% floor), plus an applicable margin (“Base Rate Borrowings” and “Term SOFR 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 term SOFR 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 Term SOFR Rate Borrowings based on the Company maintaining certain leverage ratios. The fee for undrawn amounts under the Amended 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. As of September 30, 2023, the Company did not have an outstanding debt balance under the Amended Credit Facility. Availability under the Amended Credit Facility was $445 million as of September 30, 2023, which is net of outstanding letters of credit of $5 million. The Amended Credit Facility matures, and all outstanding amounts become due and payable, on June 15, 2026. The Amended 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 Amended 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, 2023, the Company was in compliance with all covenants. |
Capitalization
Capitalization | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Capitalization | Note 7—Capitalization Share Repurchase Program In February 2023, the Company’s board of directors approved a share repurchase program with authorization to purchase up to $700 million of its Class A common stock. The share repurchase program, which has no expiration date, is designed to help offset the impact of future share dilution from employee stock issuances. Repurchases under the program may be made in the open market, in privately negotiated transactions or otherwise, with the amount and timing of repurchases to be determined at the Company’s discretion, depending on market conditions and corporate needs. Open market repurchases are structured to occur in accordance with applicable federal securities laws, including within the pricing and volume requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company may also, from time to time, enter into Rule 10b5-1 plans to facilitate repurchases of its shares under this authorization. This program does not obligate the Company to acquire any particular amount of Class A common stock, and may be modified, suspended or terminated at any time at the discretion of the Company’s board of directors. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 8—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 2023 2022 2023 2022 Platform operations $ 5,729 $ 3,517 $ 14,642 $ 14,254 Sales and marketing 21,116 14,861 54,039 48,718 Technology and development 43,727 22,641 91,283 67,258 General and administrative 69,061 79,984 210,222 240,881 Total $ 139,633 $ 121,003 $ 370,186 $ 371,111 On September 30, 2023, David R. Pickles stepped down as the Company’s Chief Technology Officer and from the Company’s board of directors. As a result, Mr. Pickles and the Company mutually agreed to cancel his unvested stock options and restricted stock without payment or replacement, resulting in the recognition of $14 million in incremental stock-based compensation expense, which is included in technology and development expense for the three and nine months ended September 30, 2023. No amount of stock-based compensation expense for these cancelled options and restricted stock remains unamortized. Stock Options The following summarizes stock option activity: Shares Under Options (in thousands) Weighted- Average Exercise Price Outstanding as of December 31, 2022 15,418 $ 19.82 Granted 2,806 62.21 Exercised (4,414) 10.28 Expired/Forfeited/Cancelled (744) 56.02 Outstanding as of September 30, 2023 13,066 $ 30.09 Exercisable as of September 30, 2023 9,424 $ 18.37 At September 30, 2023, the Company had unrecognized stock-based compensation relating to stock options, excluding the CEO Performance Option (as defined below), of approximately $132 million, which is expected to be recognized over a weighted-average period of 2.9 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 December 31, 2022, the CEO Performance Option had 19.2 million options outstanding. No options were granted, exercised, forfeited or expired during the three and nine months ended September 30, 2023. At September 30, 2023, the CEO Performance Option had 2.4 million exercisable options and 19.2 million options outstanding. Stock-based compensation of $48 million and $66 million for the CEO Performance Option was recorded as a component of general and administrative expense during the three months ended September 30, 2023 and 2022, respectively. Stock-based compensation of $156 million and $197 million for the CEO Performance Option was recorded as a component of general and administrative expense during the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023, the Company had unrecognized stock-based compensation relating to the CEO Performance Option of $243 million that is expected to be recognized over a weighted-average period of 1.8 years, assuming no acceleration of vesting. Restricted Stock The following summarizes restricted stock activity: Shares (in thousands) Weighted- Average Grant Date Fair Value Unvested as of December 31, 2022 8,747 $ 57.41 Granted 6,404 62.69 Vested (2,473) 54.95 Forfeited/Cancelled (1,090) 57.60 Unvested as of September 30, 2023 11,588 $ 60.84 At September 30, 2023, the Company had unrecognized stock-based compensation relating to restricted stock of approximately $652 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 $7 million and $4 million for the three months ended September 30, 2023 and 2022, respectively. Stock-based compensation expense related to the ESPP totaled $15 million and $46 million for the nine months ended September 30, 2023 and 2022, respectively. At September 30, 2023, the Company had unrecognized stock-based compensation relating to ESPP awards of approximately $15 million, which is expected to be recognized over a weighted-average period of 0.7 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 9—Income Taxes In determining the interim provision for income taxes for the three and nine months ended September 30, 2023, the Company utilized the annual estimated effective tax rate applied to the actual year-to-date income and added the tax effects of any discrete items in the reporting period in which they occur. In determining the interim provision for income taxes for the three and nine months ended September 30, 2022, 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. For the three months ended September 30, 2023 and 2022, the provision for income taxes included benefits associated with stock-based awards of $9 million and $11 million, respectively. For the nine months ended September 30, 2023 and 2022, the provision for income taxes included benefits associated with stock-based awards of $45 million and $42 million, respectively. For the nine months ended September 30, 2023 and 2022, 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, 2023, and the Company does not expect to have any significant changes to unrecognized tax benefits through the end of the fiscal year. |
Segment and Geographic Informat
Segment and Geographic Information | 9 Months Ended |
Sep. 30, 2023 | |
Segments, Geographical Areas [Abstract] | |
Segment and Geographic Information | Note 10—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 2023 2022 2023 2022 United States 87 % 89 % 88 % 88 % International 13 % 11 % 12 % 12 % Total 100 % 100 % 100 % 100 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11— 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, 2023 and 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 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. On November 10, 2022, the plaintiffs filed a consolidated complaint, and on January 12, 2023, the Defendants moved to dismiss the consolidated complaint. On March 24, 2023, plaintiffs filed an opposition to defendants’ motions to dismiss. Defendants filed their replies in support of their motions to dismiss on May 19, 2023, and oral argument is scheduled for February 7, 2024. 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. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net income (loss) | $ 39,352 | $ 32,939 | $ 9,326 | $ 15,869 | $ (19,073) | $ (14,598) | $ 81,617 | $ (17,802) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | 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, 2022 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, 2022 |
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 the Company’s 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, 2023, the impacts to the Company’s business due to 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. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022* Numerator: Net income (loss) $ 39,352 $ 15,869 $ 81,617 $ (17,802) Denominator: Weighted-average shares outstanding—basic 489,447 487,963 489,195 486,168 Effect of dilutive securities 12,433 12,337 11,153 — Weighted-average shares outstanding—diluted 501,880 500,300 500,348 486,168 Basic earnings (loss) per share $ 0.08 $ 0.03 $ 0.17 $ (0.04) Diluted earnings (loss) per share $ 0.08 $ 0.03 $ 0.16 $ (0.04) Anti-dilutive equity awards under stock-based award plans excluded from the determination of diluted earnings (loss) per share 4,916 7,823 4,916 — _______________ * Diluted 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 ended and the inclusion of these securities would have been anti-dilutive. Potentially dilutive securities excluded from the calculation of diluted 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, 2023 | |
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, 2023 Cash and Short-Term Total Cash $ 264,896 $ — $ 264,896 Level 1: Money market funds 778,950 — 778,950 Level 2: Commercial paper 24,048 154,761 178,809 Corporate debt securities 3,870 157,798 161,668 U.S. government and agency securities — 137,558 137,558 Total $ 1,071,764 $ 450,117 $ 1,521,881 As of December 31, 2022 Cash and Short-Term Total Cash $ 339,717 $ — $ 339,717 Level 1: Money market funds 640,233 — 640,233 Level 2: Commercial paper 50,556 126,507 177,063 Corporate debt securities — 180,502 180,502 U.S. government and agency securities — 109,071 109,071 Total $ 1,030,506 $ 416,080 $ 1,446,586 |
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, 2023 Due in one year $ 415,714 Due in one to two years 34,403 Total $ 450,117 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022 Operating lease cost $ 12,532 $ 13,139 $ 36,588 $ 38,415 Short-term lease cost 493 345 1,407 1,296 Variable lease cost 3,253 2,064 9,207 6,478 Sublease income (619) (635) (1,769) (1,882) Total lease cost $ 15,659 $ 14,913 $ 45,433 $ 44,307 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022 Platform operations $ 5,729 $ 3,517 $ 14,642 $ 14,254 Sales and marketing 21,116 14,861 54,039 48,718 Technology and development 43,727 22,641 91,283 67,258 General and administrative 69,061 79,984 210,222 240,881 Total $ 139,633 $ 121,003 $ 370,186 $ 371,111 |
Summary of Stock Option Activity | The following summarizes stock option activity: Shares Under Options (in thousands) Weighted- Average Exercise Price Outstanding as of December 31, 2022 15,418 $ 19.82 Granted 2,806 62.21 Exercised (4,414) 10.28 Expired/Forfeited/Cancelled (744) 56.02 Outstanding as of September 30, 2023 13,066 $ 30.09 Exercisable as of September 30, 2023 9,424 $ 18.37 |
Summary of Restricted Stock Activity | The following summarizes restricted stock activity: Shares (in thousands) Weighted- Average Grant Date Fair Value Unvested as of December 31, 2022 8,747 $ 57.41 Granted 6,404 62.69 Vested (2,473) 54.95 Forfeited/Cancelled (1,090) 57.60 Unvested as of September 30, 2023 11,588 $ 60.84 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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 2023 2022 2023 2022 United States 87 % 89 % 88 % 88 % International 13 % 11 % 12 % 12 % Total 100 % 100 % 100 % 100 % |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | Sep. 30, 2023 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, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Numerator: | ||||||||
Net income (loss) | $ 39,352 | $ 32,939 | $ 9,326 | $ 15,869 | $ (19,073) | $ (14,598) | $ 81,617 | $ (17,802) |
Denominator: | ||||||||
Weighted-average shares outstanding—basic (in shares) | 489,447 | 487,963 | 489,195 | 486,168 | ||||
Effect of dilutive securities (in shares) | 12,433 | 12,337 | 11,153 | 0 | ||||
Weighted-average shares outstanding—diluted (in shares) | 501,880 | 500,300 | 500,348 | 486,168 | ||||
Basic earnings (loss) per share (in dollars per share) | $ 0.08 | $ 0.03 | $ 0.17 | $ (0.04) | ||||
Diluted earnings (loss) per share (in dollars per share) | $ 0.08 | $ 0.03 | $ 0.16 | $ (0.04) | ||||
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 (in shares) | 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 (in shares) | 4,916 | 7,823 | 4,916 | 0 |
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, 2023 | Dec. 31, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | $ 1,071,764 | $ 1,030,506 |
Short-Term Investments, Net | 450,117 | 416,080 |
Total | 1,521,881 | 1,446,586 |
Cash | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 264,896 | 339,717 |
Total | 264,896 | 339,717 |
Level 1 | Money Market Funds | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 778,950 | 640,233 |
Total | 778,950 | 640,233 |
Level 2 | Commercial Paper | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 24,048 | 50,556 |
Short-Term Investments, Net | 154,761 | 126,507 |
Total | 178,809 | 177,063 |
Level 2 | Corporate Debt Securities | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and Cash Equivalents | 3,870 | 0 |
Short-Term Investments, Net | 157,798 | 180,502 |
Total | 161,668 | 180,502 |
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, Net | 137,558 | 109,071 |
Total | $ 137,558 | $ 109,071 |
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, 2023 USD ($) |
Cash, Cash Equivalents, and Short-Term Investments [Abstract] | |
Due in one year | $ 415,714 |
Due in one to two years | 34,403 |
Total | $ 450,117 |
Leases (Detail)
Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 12,532 | $ 13,139 | $ 36,588 | $ 38,415 |
Short-term lease cost | 493 | 345 | 1,407 | 1,296 |
Variable lease cost | 3,253 | 2,064 | 9,207 | 6,478 |
Sublease income | (619) | (635) | (1,769) | (1,882) |
Total lease cost | $ 15,659 | $ 14,913 | $ 45,433 | $ 44,307 |
Debt (Detail)
Debt (Detail) - USD ($) | Feb. 09, 2023 | Jun. 15, 2021 | Sep. 30, 2023 |
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 | ||
Loan and Security Agreement | |||
Long-term debt: | |||
Line of credit maximum amount right to increase | $ 300,000,000 | ||
Amended Credit Facility | |||
Long-term debt: | |||
Outstanding debt balance | $ 0 | ||
Availability under the credit facility | $ 445,000,000 | ||
Maximum ratio of consolidated funded debt to consolidated EBITDA | 350% | ||
Amended Credit Facility | Minimum | |||
Long-term debt: | |||
Fee percentage for undrawn amounts | 0.20% | ||
Amended Credit Facility | Maximum | |||
Long-term debt: | |||
Fee percentage for undrawn amounts | 0.35% | ||
Amended Credit Facility | NYFRB Rate | |||
Long-term debt: | |||
Basis spread on variable rate | 0.50% | ||
Amended Credit Facility | Base Rate | Minimum | |||
Long-term debt: | |||
Basis spread on variable rate | 0.25% | ||
Amended Credit Facility | Base Rate | Maximum | |||
Long-term debt: | |||
Basis spread on variable rate | 1.25% | ||
Amended Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Long-term debt: | |||
Basis spread on variable rate | 0.10% | ||
Floor interest rate | 0% | ||
Amended Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | |||
Long-term debt: | |||
Basis spread on variable rate | 1.25% | ||
Amended Credit Facility | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | |||
Long-term debt: | |||
Basis spread on variable rate | 2.25% | ||
Amended Credit Facility | Adjusted Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | |||
Long-term debt: | |||
Basis spread on variable rate | 1% | ||
Amended Credit Facility, Letter of Credit | |||
Long-term debt: | |||
Outstanding letters of credit | $ 5,000,000 |
Capitalization (Details)
Capitalization (Details) - USD ($) $ in Thousands, shares in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2023 | Feb. 28, 2023 | |
Class of Stock [Line Items] | |||||
Aggregate repurchases of Class A common stock | $ 89,845 | $ 44,004 | $ 292,863 | ||
Class A common stock | 2023 Stock Repurchase Program | |||||
Class of Stock [Line Items] | |||||
Stock repurchase program, authorized amount | $ 700,000 | ||||
Repurchases of Class A common stock (in shares) | 1.2 | 6.9 | |||
Aggregate repurchases of Class A common stock | $ 90,000 | $ 427,000 | |||
Stock repurchase program, remaining amount authorized | $ 273,000 | $ 273,000 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | $ 139,633 | $ 121,003 | $ 370,186 | $ 371,111 |
Platform operations | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | 5,729 | 3,517 | 14,642 | 14,254 |
Sales and marketing | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | 21,116 | 14,861 | 54,039 | 48,718 |
Technology and development | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | 43,727 | 22,641 | 91,283 | 67,258 |
General and administrative | ||||
Stock-based compensation expense, by operating expense category | ||||
Stock-based compensation expense | $ 69,061 | $ 79,984 | $ 210,222 | $ 240,881 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - Stock Options - $ / shares shares in Thousands | 9 Months Ended |
Sep. 30, 2023 | |
Shares Under Option | |
Outstanding at the beginning of the period (in shares) | 15,418 |
Granted (in shares) | 2,806 |
Exercised (in shares) | (4,414) |
Expired/Forfeited/Cancelled (in shares) | (744) |
Outstanding at the end of the period (in shares) | 13,066 |
Exercisable at the end of the period (in shares) | 9,424 |
Weighted-Average Exercise Price | |
Outstanding at the beginning of the period (in dollars per share) | $ 19.82 |
Granted (in dollars per share) | 62.21 |
Exercised (in dollars per share) | 10.28 |
Expired/Forfeited/Cancelled (in dollars per share) | 56.02 |
Outstanding at the end of the period (in dollars per share) | 30.09 |
Exercisable at end of period (in dollars per share) | $ 18.37 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Oct. 31, 2021 | |
Stock-Based Compensation | ||||||
Stock-based compensation expense | $ 139,633 | $ 121,003 | $ 370,186 | $ 371,111 | ||
Technology and development | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | 43,727 | 22,641 | 91,283 | 67,258 | ||
Chief Technology Officer | Technology and development | ||||||
Stock-Based Compensation | ||||||
Incremental stock-based compensation expense | 14,000 | 14,000 | ||||
Stock Options | ||||||
Stock-Based Compensation | ||||||
Unrecognized stock-based compensation relating to options | $ 132,000 | $ 132,000 | ||||
Weighted-average period for recognition of stock based expense (in years) | 2 years 10 months 24 days | |||||
Options outstanding (in shares) | 13,066,000 | 13,066,000 | 15,418,000 | |||
Options expired / forfeited (in shares) | 744,000 | |||||
Options granted (in shares) | 2,806,000 | |||||
Exercise of common stock options (in shares) | 4,414,000 | |||||
Exercisable at the end of the period (in shares) | 9,424,000 | 9,424,000 | ||||
CEO Performance Option | 2016 Incentive Award Plan | Chief Executive Officer | ||||||
Stock-Based Compensation | ||||||
Unrecognized stock-based compensation relating to options | $ 243,000 | $ 243,000 | ||||
Weighted-average period for recognition of stock based expense (in years) | 1 year 9 months 18 days | |||||
Exercise price (in dollars per share) | $ 68.29 | |||||
Options outstanding (in shares) | 19,200,000 | 19,200,000 | 19,200,000 | |||
Options expired / forfeited (in shares) | 0 | 0 | ||||
Options granted (in shares) | 0 | 0 | ||||
Exercise of common stock options (in shares) | 0 | 0 | ||||
Exercisable at the end of the period (in shares) | 2,400,000 | 2,400,000 | ||||
Stock-based compensation recorded | $ 48,000 | 66,000 | $ 156,000 | 197,000 | ||
Restricted Stock | ||||||
Stock-Based Compensation | ||||||
Weighted-average period for recognition of stock based expense (in years) | 3 years | |||||
Unrecognized stock-based compensation | 652,000 | $ 652,000 | ||||
ESPP | ||||||
Stock-Based Compensation | ||||||
Weighted-average period for recognition of stock based expense (in years) | 8 months 12 days | |||||
Unrecognized stock-based compensation | 15,000 | $ 15,000 | ||||
Stock-based compensation expense | $ 7,000 | $ 4,000 | $ 15,000 | $ 46,000 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Activity (Detail) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
RSU | |
Unvested, RSU, beginning balance (in shares) | shares | 8,747 |
Granted, RSU (in shares) | shares | 6,404 |
Vested, RSU (in shares) | shares | (2,473) |
Forfeited/Cancelled RSU (in shares) | shares | (1,090) |
Unvested, RSU, ending balance (in shares) | shares | 11,588 |
Weighted- Average Grant Date Fair Value | |
Unvested, beginning balance (in dollars per share) | $ / shares | $ 57.41 |
Granted (in dollars per share) | $ / shares | 62.69 |
Vested (in dollars per share) | $ / shares | 54.95 |
Forfeited/Cancelled (in dollars per share) | $ / shares | 57.60 |
Unvested, ending balance (in dollars per share) | $ / shares | $ 60.84 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for (benefit from) income taxes, benefits associated with stock-based awards | $ 9 | $ 11 | $ 45 | $ 42 |
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, 2023 | Sep. 30, 2022 | Sep. 30, 2023 businessActivity segment | Sep. 30, 2022 | |
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 | 87% | 89% | 88% | 88% |
International | ||||
Revenues From External Customers And Long Lived Assets [Line Items] | ||||
Gross billings | 13% | 11% | 12% | 12% |
Commitments and Contingencies (
Commitments and Contingencies (Detail) | 1 Months Ended | ||
Jun. 27, 2022 complaint | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Guarantees and Indemnifications | |||
Number of litigation complaints | complaint | 2 | ||
Indemnifications | |||
Guarantees and Indemnifications | |||
Recorded obligation | $ | $ 0 | $ 0 |