Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 04, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | AdTheorent Holding Company, Inc. | |
Entity Central Index Key | 0001838672 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 86,476,989 | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40116 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3978415 | |
Entity Address, Address Line One | 330 Hudson Street | |
Entity Address, Address Line Two | 13th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | 800 | |
Local Phone Number | 804-1359 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock, Par Value $0.0001 Per Share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | ADTH | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | ADTHW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 63,628 | $ 100,093 |
Accounts receivable, net | 44,089 | 55,936 |
Income tax recoverable | 99 | 95 |
Prepaid expenses | 7,901 | 3,801 |
Total current assets | 115,717 | 159,925 |
Property and equipment, net | 571 | 409 |
Operating lease right-of-use asset | 6,249 | 0 |
Investment in SymetryML Holdings | 851 | 0 |
Customer relationships, net | 6,712 | 8,986 |
Other intangible assets, net | 6,830 | 7,608 |
Goodwill | 34,842 | 35,778 |
Deferred income taxes, net | 3,670 | 434 |
Other assets | 368 | 402 |
Total assets | 175,810 | 213,542 |
Current liabilities | ||
Accounts payable | 9,989 | 12,382 |
Accrued compensation | 3,985 | 10,530 |
Accrued expenses | 2,422 | 4,664 |
Operating lease liabilitiies, current | 1,276 | 0 |
Total current liabilities | 17,672 | 27,576 |
Revolver borrowings | 0 | 39,017 |
SAFE Notes | 0 | 2,950 |
Warrants | 9,579 | 12,166 |
Seller's Earn-Out | 5,318 | 18,081 |
Operating lease liabilities, non-current | 6,832 | 0 |
Deferred rent | 0 | 1,869 |
Total liabilities | 39,401 | 101,659 |
Stockholders’ equity | ||
Preferred Stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of June 30, 2022 and December 31, 2021 | ||
Common Stock, $0.0001 par value, 350,000,000 shares authorized; 86,099,633 and 85,743,994 shares issued and outstanding as of June 30, 2022 and December 31, 2021 | 9 | 9 |
Additional paid-in capital | 77,851 | 70,778 |
Retained earnings | 58,549 | 42,512 |
Total stockholders' equity attributable to AdTheorent Holding Company, Inc | 136,409 | 113,299 |
Noncontrolling interests in consolidated subsidiaries | 0 | (1,416) |
Total stockholders' equity | 136,409 | 111,883 |
Total liabilities and stockholders’ equity / members' equity | $ 175,810 | $ 213,542 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Common stock, shares issued | 86,099,633 | 85,743,994 |
Common stock, shares outstanding | 86,099,633 | 85,743,994 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 42,476 | $ 39,867 | $ 76,717 | $ 70,834 |
Operating expenses: | ||||
Platform operations | 20,854 | 18,263 | 38,626 | 33,151 |
Sales and marketing | 11,083 | 8,422 | 21,413 | 16,480 |
Technology and development | 4,153 | 2,670 | 8,438 | 5,133 |
General and administrative | 5,103 | 7,977 | 10,704 | 10,114 |
Total operating expenses | 41,193 | 37,332 | 79,181 | 64,878 |
Income (loss) from operations | 1,283 | 2,535 | (2,464) | 5,956 |
Interest expense, net | (47) | (610) | (156) | (1,210) |
Gain on change in fair value of Seller's Earn-Out | 37,419 | 0 | 12,763 | 0 |
Gain on change in fair value of warrants | 18,523 | 0 | 2,587 | 0 |
Gain on deconsolidation of SymetryML | 0 | 0 | 1,939 | 0 |
Loss on change in fair value of SAFE Notes | 0 | 0 | (788) | 0 |
Loss on fair value of investment in SymetryML Holdings | (10) | 0 | (10) | 0 |
Other (expense) income, net | (1) | 20 | (19) | 20 |
Total other income (expense), net | 55,884 | (590) | 16,316 | (1,190) |
Net income before benefit (provision) for income taxes | 57,167 | 1,945 | 13,852 | 4,766 |
Benefit (provision) for income taxes | 610 | (584) | 1,635 | (1,572) |
Net income | 57,777 | 1,361 | 15,487 | 3,194 |
Less: Net loss attributable to noncontrolling interest | 0 | 171 | 550 | 341 |
Net income attributable to AdTheorent Holding Company, Inc. | $ 57,777 | $ 1,532 | $ 16,037 | $ 3,535 |
Earnings per share: | ||||
Basic | $ 0.67 | $ 0.03 | $ 0.19 | $ 0.06 |
Diluted | $ 0.62 | $ 0.02 | $ 0.17 | $ 0.06 |
Weighted-average common shares outstanding: | ||||
Basic | 85,766,302 | 59,873,921 | 85,755,210 | 59,863,656 |
Diluted | 93,402,650 | 67,078,778 | 93,263,518 | 63,688,104 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Noncontrolling Interests |
Balance at the beginning at Dec. 31, 2020 | $ 61,267 | $ 6 | $ 45,584 | $ 16,309 | $ (632) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 59,853,276 | ||||
Equity-based compensation | 164 | 164 | |||
Exercises of options | 10 | 10 | |||
Exercises of options (in shares) | 20,645 | ||||
Net (loss) income | 1,833 | 2,003 | (170) | ||
Balance at the end at Mar. 31, 2021 | 63,274 | $ 6 | 45,758 | 18,312 | (802) |
Balance at the end (in shares) at Mar. 31, 2021 | 59,873,921 | ||||
Balance at the beginning at Dec. 31, 2020 | 61,267 | $ 6 | 45,584 | 16,309 | (632) |
Balance at the beginning (in shares) at Dec. 31, 2020 | 59,853,276 | ||||
Net (loss) income | 3,194 | ||||
Balance at the end at Jun. 30, 2021 | 64,751 | $ 6 | 45,874 | 19,844 | (973) |
Balance at the end (in shares) at Jun. 30, 2021 | 59,882,523 | ||||
Balance at the beginning at Mar. 31, 2021 | 63,274 | $ 6 | 45,758 | 18,312 | (802) |
Balance at the beginning (in shares) at Mar. 31, 2021 | 59,873,921 | ||||
Equity-based compensation | 108 | 108 | |||
Exercises of options | 8 | 8 | |||
Exercises of options (in shares) | 8,602 | ||||
Net (loss) income | 1,361 | 1,532 | (171) | ||
Balance at the end at Jun. 30, 2021 | 64,751 | $ 6 | 45,874 | 19,844 | (973) |
Balance at the end (in shares) at Jun. 30, 2021 | 59,882,523 | ||||
Balance at the beginning at Dec. 31, 2021 | 111,883 | $ 9 | 70,778 | 42,512 | (1,416) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 85,743,994 | ||||
Equity-based compensation | 1,988 | 1,988 | |||
Seller's Earn-Out equity-based compensation | 492 | 492 | |||
Conversion of SAFE Note into SymetryML Preferred Stock | 3,938 | 3,938 | |||
SymetryML preferred Stock Issuance | 400 | 400 | |||
Deconsolidation of SymetryML | (2,372) | (2,372) | |||
Net (loss) income | (42,290) | (41,740) | (550) | ||
Balance at the end at Mar. 31, 2022 | 74,039 | $ 9 | 73,258 | 772 | |
Balance at the end (in shares) at Mar. 31, 2022 | 85,743,994 | ||||
Balance at the beginning at Dec. 31, 2021 | $ 111,883 | $ 9 | 70,778 | 42,512 | $ (1,416) |
Balance at the beginning (in shares) at Dec. 31, 2021 | 85,743,994 | ||||
Exercises of options (in shares) | 355,629 | ||||
Net (loss) income | $ 15,487 | ||||
Balance at the end at Jun. 30, 2022 | 136,409 | $ 9 | 77,851 | 58,549 | |
Balance at the end (in shares) at Jun. 30, 2022 | 86,099,633 | ||||
Balance at the beginning at Mar. 31, 2022 | 74,039 | $ 9 | 73,258 | 772 | |
Balance at the beginning (in shares) at Mar. 31, 2022 | 85,743,994 | ||||
Equity-based compensation | 3,856 | 3,856 | |||
Seller's Earn-Out equity-based compensation | 499 | 499 | |||
Exercises of options | 183 | 183 | |||
Exercises of options (in shares) | 355,639 | ||||
Transaction cost adjustment | 55 | 55 | |||
Net (loss) income | 57,777 | 57,777 | |||
Balance at the end at Jun. 30, 2022 | $ 136,409 | $ 9 | $ 77,851 | $ 58,549 | |
Balance at the end (in shares) at Jun. 30, 2022 | 86,099,633 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||||
Net (loss) income | $ 57,777 | $ 1,361 | $ 15,487 | $ 3,194 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Provision for bad debt | 78 | (1) | 172 | 1 |
Amortization expense | 1,906 | 2,087 | 3,950 | 4,154 |
Depreciation expense | 48 | 35 | 92 | 70 |
Amortization of debt issuance costs | 28 | 80 | ||
Gain on change in fair value of Seller's Earn-Out | (37,419) | 0 | (12,763) | 0 |
Gain on change in fair value of warrants | (18,523) | 0 | (2,587) | 0 |
Gain on deconsolidation of SymetryML | 0 | 0 | (1,939) | 0 |
Loss on change in fair value of SAFE Notes | 0 | 0 | 788 | 0 |
Loss on fair value of investment in SymetryML Holdings | 10 | 0 | ||
Deferred tax benefit | (3,236) | (1,072) | ||
Equity-based compensation | 5,844 | 272 | ||
Seller's Earn-Out equity-based compensation | 991 | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 11,675 | 6,819 | ||
Income taxes recoverable | (4) | 86 | ||
Prepaid expenses and other assets | (3,626) | (1,204) | ||
Accounts payable | (2,440) | (2,114) | ||
Accrued expenses and other liabilities | (9,153) | (6,067) | ||
Net cash provided by operating activities | 3,289 | 4,219 | ||
Cash flows from investing activities | ||||
Capitalized software development costs | (1,240) | (1,119) | ||
Purchase of property and equipment | (211) | (91) | ||
Decrease in cash from deconsolidation of SymetryML | (69) | 0 | ||
Net cash used in investing activities | (1,520) | (1,210) | ||
Cash flows from financing activities | ||||
Cash received for exercised options | 183 | 18 | ||
Payment of revolver borrowings | (39,017) | 0 | ||
Proceeds from SAFE Notes | 200 | 700 | ||
Proceeds from SymetryML preferred stock issuance | 400 | 0 | ||
Payment of term loan | 0 | (1,213) | ||
Net cash used in financing activities | (38,234) | (495) | ||
Net (decrease) increase in cash and cash equivalents | (36,465) | 2,514 | ||
Cash, cash equivalents and restricted cash at beginning of period | 100,093 | 16,767 | ||
Cash, cash equivalents and restricted cash at end of period | 63,628 | 19,281 | 63,628 | 19,281 |
Cash and cash equivalents | 63,628 | 19,281 | 63,628 | 19,281 |
Restricted cash | 0 | 0 | 0 | 0 |
Cash, cash equivalents and restricted cash at end of period | $ 63,628 | $ 19,281 | 63,628 | 19,281 |
Supplemental disclosure of cash flow information | ||||
Increase in lease liabilities from obtaining right-of-use assets - ASC 842 adoption | 8,376 | 0 | ||
Increase in lease liabilities from obtaining right-of-use assets | 214 | 0 | ||
Non-cash investing and financial activities | ||||
Capitalized software and property and equipment, net included in accounts payable | $ 95 | $ 11 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. DESCRIPTION OF BUSINESS AdTheorent Holding Company Inc. and its subsidiaries (the “Company”, “AdTheorent”), is a digital media platform which focuses on performance-first, privacy-forward methods to execute programmatic digital advertising campaigns, serving both advertising agency and brand customers. The Company uses machine learning and advanced data science to organize, analyze and operationalize non-sensitive data to deliver real-world value for customers. Central to its ad-targeting and campaign optimization methods, the Company builds custom machine learning models for each campaign using historic and real-time data to predict future consumer conversion actions for every digital ad impression. The Company’s machine learning models are customized for every campaign and the platform “learns” over the course of each campaign as it processes more data related to post media view conversion experience. AdTheorent is a Delaware corporation headquartered in New York, New York. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company. All intercompany transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021. The Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company's audited consolidated financial statements as of that date. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 , which include a complete set of footnote disclosures, including the Company's significant accounting policies. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Retroactive Application of Recapitalization As discussed in Note 3 – Business Combination included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 , the business combination that occurred on December 22, 2021 (“Business Combination”) was accounted for as a reverse recapitalization ("Reverse Recapitalization") of equity structure, whereby at the closing of the Business Combination, the outstanding Class A, B and C units of AdTheorent Holding Company, LLC, a Delaware limited liability company (“Legacy AdTheorent”) and the outstanding stock options and Restricted Interest Units of Legacy AdTheorent were exchanged for the Company’s Common Stock and equity awards using a ratio (“Exchange Ratio”) of 1.376 and 1.563 , respectively. Accordingly, pursuit to GAAP, the Condensed Consolidated Financial Statements and the related notes have been recast and are presented on an if-converted basis using the respective Exchange Ratio. In addition, the Exchange Ratio is utilized for calculating earnings per share in all prior periods presented. Summary of Significant Accounting Policies There have been no material changes in the Company's significant accounting policies during the six months ended June 30, 2022 , as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2021, except as detailed below. Leases The Company adopted Accounting Standards Codification ("ASC") Topic 842, Leases (“ASC 842”) on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. The reported results for 2022 reflect the application of ASC 842 guidance while the reported results for 2021 were prepared under the previous guidance of ASC 840, Leases (“ASC 840”). The adoption of ASC 842 represents a change in accounting principle that recognizes right-of-use (“ROU”) assets and lease liabilities arising from all leases based on the present value of future minimum lease payments over the lease term. Consistent with ASC 840, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s adoption of ASC 842 had no impact on the Condensed Consolidated Statements of Operations or the Condensed Consolidated Statement of Cash Flows. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which allows for the following: (i) to carry forward the historical lease classification, (ii) not to reassess whether any existing contract contains a lease and (iii) not to reassess initial direct costs for existing leases. The Company categorizes leases at their inception as either operating or finance leases. Operating leases are classified as non-current operating lease right-of-use assets and current and non-current operating lease liabilities on the Condensed Consolidated Balance Sheet. The Company did no t have any finance leases upon adoption on January 1, 2022 or as of June 30, 2022. Adoption of ASC 842 resulted in the recognition of operating right-of-use assets of $ 6,507 , along with associated operating lease liabilities of $ 8,376 as of January 1, 2022. The difference between the operating lease ROU assets and total operating lease liabilities is the reclassification of previously recognized deferred rent liabilities against operating lease ROU assets. The adoption of ASC 842 did not result in an adjustment to retained earnings and it did not impact the Company's deferred tax assets or liabilities. The Company’s operating leases are primarily for real property in support of its business operations. Although the Company's leases may contain renewal options, the Company is generally not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement. The Company has elected to account for lease components and non-lease components as a single lease component. Payments to lessors for reimbursement of real estate taxes, common area maintenance costs or insurance as applicable are generally variable in nature and are also expensed as incurred as variable lease costs and not included in the right-of-use assets or lease liabilities. Variable lease payment amounts that cannot be determined at lease commencement such as increases in lease payments based on changes in index rates or usage, are not included in the right-of-use assets or liabilities. Such variable payments are expensed as incurred. Discount rates are determined based on the Company’s incremental borrowing rate as the Company’s leases generally do not provide an implicit rate. See Note 19 – Leases for further details. Fair Value Option Investments The fair value option provides an option to elect fair value as an alternative measurement for selected financial instruments. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. The Company has investments in the common stock of SymetryML Holdings, LLC (“SymetryML Holdings”) for which it has the ability to exercise significant influence. The Company has made an irrevocable election to account for those investments at fair value. Estimating the fair values of these investments requires significant judgment regarding of the assumptions that market participants would use in pricing those assets. See Note 18 – SymetryML and SymetryML Holdings for further details. Liquidity As of June 30, 2022, the Company had cash of $ 63,628 and working capital, consisting of current assets, less current liabilities, of $ 98,045 . The Company believes its e xisting cash and cash flow from operations will be sufficient to meet the Company’s working capital requirements for at least the next 12 months. Emerging Growth Company From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the Financial Accounting Standards Board ("FASB"), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements ASU No. 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASC 842, which sets out the principles for the recognition, measurement, and presentation of all leases on the balance sheet as well as provides for additional lease disclosure requirements. The Company adopted ASC 842 on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. See above for the Company's accounting policy for leases under ASC 842 and the impact from adoption. ASU No. 2020-04, Reference Rate Reform (Topic 848) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), subsequently clarified in January 2021 by ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The main provisions of this update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company adopted ASU 2020-04 on January 1, 2022 . The adoption did not have a material effect on the Company's Condensed Consolidated Financial Statements. Accounting Pronouncements Issued Not Yet Adopted ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Condensed Consolidated Financial Statements. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Condensed Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. REVENUE RECOGNITION ASC 606, Revenue from Contracts with Customers Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s revenue streams include Managed Programmatic revenue and Direct Access revenue. Direct Access revenue is new to the market and not yet material to the Company from a financial reporting perspective. The Company has elected to expense the costs to obtain or fulfill a contract as incurred because the amortization period of the asset that the Company otherwise would have recognized is one year or less. Therefore, there were no contract cost assets recognized as of June 30, 2022 or December 31, 2021. The Company has elected not to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) as of the end of the reporting period for performance obligations with a remaining performance obligation that is part of a contract that has an original expected duration of one year or less. Contract assets and contract liabilities related to the Company’s revenue streams were not significant to these Condensed Consolidated Financial Statements. Receivables related to revenue from contracts with customers are described in Note 4— Accounts Receivable, Net. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. ACCOUNTS RECEIVABLE, Net Accounts receivable, net consisted of the following: June 30, December 31, 2022 2021 Accounts receivables 44,231 56,180 Other receivables 395 121 44,626 56,301 Less: allowance for doubtful accounts ( 537 ) ( 365 ) Accounts receivable, net 44,089 55,936 The provision for bad debt expense (benefit) on accounts receivable was $ 78 an d ($ 1 ) for the three months ended June 30, 2022 and 2021, respectively and $ 172 and $ 1 for the six months ended June 30, 2022 and 2021, respectively. The following table presents changes in the allowance for doubtful accounts: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 459 $ 448 $ 365 $ 457 Reserve for doubtful accounts 78 — 178 89 Write-offs, net of recoveries — — ( 6 ) ( 98 ) Ending balance $ 537 $ 448 $ 537 $ 448 |
Prepaid Expenses
Prepaid Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | 5. PREPAID EXPENSES Prepaid expenses consisted of the following: June 30, December 31, 2022 2021 Income taxes $ 4,841 $ 2,683 Insurance 1,604 — Software 532 747 Sales and marketing 361 62 Other 563 309 Total $ 7,901 $ 3,801 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, Net Property and Equipment, net consisted of the following: June 30, December 31, 2022 2021 Computers and equipment $ 970 $ 798 Less: accumulated depreciation ( 399 ) ( 389 ) Total $ 571 $ 409 Depreciation expense on Property and Equipment was $ 48 and $ 35 for the three months ended June 30, 2022 and 2021, respectively and $ 92 and $ 70 fo r the six months ended June 30, 2022 and 2021 , respectively. |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, Net Intangible assets, net consisted of the following: June 30, 2022 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Software — $ 6,038 $ ( 6,038 ) $ — Capitalized software costs 1.1 8,653 ( 6,401 ) 2,252 Customer relationships 1.6 31,492 ( 24,780 ) 6,712 Trademarks/tradename 4.6 10,195 ( 5,617 ) 4,578 Total $ 56,378 $ ( 42,836 ) $ 13,542 December 31, 2021 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Software 1.0 $ 9,124 $ ( 8,653 ) $ 471 Capitalized software costs 1.0 7,366 ( 5,335 ) 2,031 Customer relationships 2.0 31,726 ( 22,740 ) 8,986 Trademarks/tradename 5.0 10,240 ( 5,134 ) 5,106 Total $ 58,456 $ ( 41,862 ) $ 16,594 Amortization expense was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Platform operations $ 534 $ 369 $ 1,065 $ 977 Sales and marketing 1,370 1,361 2,740 2,741 Technology and development — 279 140 279 General and administrative 2 78 5 157 Total $ 1,906 $ 2,087 $ 3,950 $ 4,154 Total amortization expense for the three months ended June 30, 2022 and 2021 was $ 1,906 and $ 2,087 , respectively, and for the six months ended June 30, 2022 and 2021 was $ 3,950 and $ 4,154 , respectively. Amortization expense for Capitalized software costs for the three months ended June 30, 2022 and 2021 was $ 533 and $ 498 , respectively, and for the six months ended June 30, 2022 and 2021 was $ 1,065 and $ 977 , res pectively. Estimated future amortization of intangible assets as of June 30, 2022 is as follows: As of June 30, 2022 Remainder of 2022 $ 3,685 2023 6,635 2024 1,182 2025 1,016 2026 1,016 Thereafter 8 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. GOODWILL Balance as of December 31, 2021 $ 35,778 Deconsolidation of SymetryML ( 936 ) Balance as of June 30, 2022 $ 34,842 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. ACCRUED EXPENSES Accrued expenses consisted of the following: June 30, 2022 December 31, 2021 Campaign costs $ 1,359 $ 2,718 Deferred revenues 332 207 Professional services 142 648 Sales and use taxes 13 233 Other 576 858 Total $ 2,422 $ 4,664 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 10. DEBT On December 22, 2021, the Company entered into a senior secured credit facilities credit agreement (the “Senior Secured Agreement”) with SVB. The Company is subject to customary representations, warranties, and covenants. The Senior Secured Agreement requires that the Company meet certain financial and non-financial covenants which include, but are not limited to, (i) delivering audited consolidated financial statements to the lender within 90 days after year-end commencing with the fiscal year ending December 31, 2022 financial statements, (ii) delivering unaudited quarterly consolidated financial statements within 45 days after each fiscal quarter, commencing with the quarterly period ending on June 30, 2022 and (iii) maintaining certain leverage ratios and liquidity coverage ratios. As of June 30, 2022, the Company was in full compliance with the terms of the Senior Secured Agreement. As of June 30, 2022 and December 31, 2021, the Company had one letter of credit for approximately $ 983 . A s of December 31, 2021 the remainder of $ 39,017 was drawn on the revolving credit facility. The total amount drawn as of December 31, 2021 was repaid in January 2022. As of June 30, 2022, there were no amounts drawn on the revolving credit facility. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES For the three months ended June 30, 2022 and 2021, the Company recorded an income tax benefit (provision) of $ 610 and $ ( 584 ) , respectively, and for the six months ended June 30, 2022 and 2021, the Company recorded an income tax benefit (provision) of $ 1,635 and $ ( 1,572 ) , respectively. The annual effective income tax rates before discrete items (“AETR”) for the six months ended June 30, 2022 and 2021 was 41.1 % and 33.0 %, respectively. The AETR six months ended June 30, 2022 was more than the statutory rate of 21 % primarily due to state and local income taxes, meals and entertainment, and executive equity-based compensation not deductible for tax purposes. Additionally, the Company did not include any fair value adjustments not reasonably estimable for the full year in the calculation of its AETR as we cannot project the full-year impact of these specific items. Refer to Note 14 – Seller's Earn-out and Note 15 – Warrants for further detail on fair value adjustments for the Seller's Earn-Out and warrant liabilities, respectively. As of each reporting date, the Company considers new evidence, both positive and negative, that could impact its view with regard to future realization of deferred tax assets. As of June 30, 2022 , the Company had no t recorded a valuation allowance on the Company's deferred tax assets after considering all of the available evidence. As of December 31, 2021, a valuation allowance was previously recorded on the deferred tax assets of SymetryML, however, on March 31, 2022, SymetryML was deconsolidated from the Company. Refer to Note 18— SymetryML and SymetryML Holdings for fu rther detail. |
Equity-Based Compensation
Equity-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 12. EQUITY-BASED COMPENSATION Stock Option Award Activity The following table summarizes stock option activity for the six months ended June 30, 2022: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2021 7,726,827 $ 0.60 Exercised ( 355,629 ) 0.51 Outstanding as of June 30, 2022 7,371,198 $ 0.60 Exercisable as of June 30, 2022 6,764,407 $ 0.59 Restricted Stock Award Activity On April 13, 2022, the Company granted 45,158 Restricted Stock Units ("RSUs") at a fair value of $ 8.92 per share to employees. On March 11, 2022, the Company grant ed 3,287,721 RSUs at a fair value of $ 9.57 per share to employees and Board members. The vesting conditions for the RSUs are a mix of time-based and performance-based vesting conditions. The RSUs with performance-based vesting conditions are based on achievement of revenue or certain annual Adjusted Earnings Before Interest, Income Tax, Depreciation and Amortization (“Adjusted EBITDA”) targets. No compensation expense has been recognized on the RSUs with performance-based vesting conditions for the three or six months ended June 30, 2022 on the basis that achievement of the specified performance targets is not yet considered probable to be met. The following summarizes RSU activity for the six months ended June 30, 2022: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 846,797 $ 7.95 Granted 3,332,879 9.56 Forfeited ( 15,723 ) 9.53 Outstanding as of June 30, 2022 4,163,953 $ 9.23 Equity-Based Compensation Expense The following table summarizes the total equity-based compensation expense included in the Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Platform operations $ 618 $ — $ 880 $ — Sales and marketing 1,275 — 1,853 — Technology and development 642 — 1,024 — General and administrative 1,321 108 2,087 272 Total equity-based compensation expense $ 3,856 $ 108 $ 5,844 $ 272 As of June 30, 2022, there was approximatel y $ 174 of total unrecognized compensation cost related to non-vested stock options, which is expected to be recognized over a weighted average period of 0.6 years. As of June 30, 2022, there wa s $ 22,563 of total unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted average period of 2.5 years, subject to the achievement of certain performance based vesting conditions. |
Equity
Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity | 13. EQUITY The Company has authorized a total of 370,000,000 shares for issuance with 350,000,000 shares designated as Common Stock and 20,000,000 shares designated as preferred stock. The Company’s common shareholders are entitled to one vote per share for the election of the Company directors and all other matters submitted to a vote of stockholders of the company. Additionally, the Company’s common shareholders will be entitled to receive dividends when, as and if declared by the Company Board, payable either in cash, in property or in shares of capital stock, after payment to any Company preferred shareholders having preference, if any. Out of the total authorized Common Stock, 86,099,633 , and 85,743,994 were issued and outstanding as of June 30, 2022 and December 31, 2021, respectively. The Company Board are authorized to issue shares of preferred stock, without stockholder approval, with such designations, voting and other rights and preferences as they may determine. As of June 30, 2022 and December 31, 2021, there were no shares of preferred stock issued and outstanding. |
Seller's Earn-Out
Seller's Earn-Out | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination, Description [Abstract] | |
Seller's Earn-Out | 14. SELLER'S EARN-OUT The estimated fair value of the Seller’s Earn-Out, as defined in Note 16 – Seller’s Earn-Out include d in the Company's Annual Report on Form 10-K for the year ended December 31, 2021, was determined using a Monte Carlo simulation valuation model using the most reliable information available. Assumptions used in the valuation were as follows: June 30, 2022 December 31, 2021 Stock price $ 3.09 $ 5.87 Dividend yield 0.0 % 0.0 % Volatility 76.2 % 67.9 % Risk-free rate 2.93 % 0.96 % Forecast period (in years) 2.48 2.98 Dividend yield - The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. V olatility - Due to the Company’s lack of company-specific historical or implied volatility, the expected volatility assumption was determined by examining the historical volatilities of a group of industry peers whose share prices are publicly available. Risk-free rate - The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Seller’s Earn-Out. Forecast period – The forecast period represents the time until expiration of the Seller’s Earn-Out. Seller’s Earn-Out to equity holders and vested Exchanged Options as of Close: The Seller’s Earn-Out is recorded on the Condensed Consolidated Balance Sheet as a non-current liability since the expected date of achievement based on the valuation model is over twelve months as of June 30, 2022 . The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of June 30, 2022 and December 31, 2021: Seller's Earn-Out Balance at December 31, 2021 $ 18,081 Change in fair value ( 12,763 ) Balance at June 30, 2022 $ 5,318 Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders as of Close: For the three and six months ended June 30, 2022, there was approxima tely $ 499 and $ 991 , respectively, re corded in share-based compensation related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders. As of June 30, 2022, there was approximately $ 373 of unrecognized compensation expense, which is expected to be recognized over the remaining average requisite service period of 0.2 years. Share-based compensation expense related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Platform operations $ 59 $ 117 Sales and marketing 147 295 Technology and development 49 94 General and administrative 244 485 Total $ 499 $ 991 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 15. WARRANTS The following table summarizes the number of outstanding Public Warrants and Private Placement Warrants and the corresponding exercise price: June 30, 2022 December 31, 2021 Exercise Price Expiration Date Public Warrants 10,541,657 10,541,667 $ 11.50 December 21, 2026 Private Placement Warrants 5,432,237 5,432,237 $ 11.50 December 21, 2026 Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets (“Escrow Warrants”). The Escrow Warrants will be released if the volume-weighted average price (“VWAP”) of the Company’s Common Stock equals or exce eds $ 14.00 pe r share for any 20 trading days within any consecutive 30 trading day period on or before the third anniversary of the Business Combination closing. Measurement of Public Warrants The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of June 30, 2022 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ADTHW. There were 10 warrants exercised in the three and six months ended June 30, 2022. Measurement of Private Warrants The Private Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of June 30, 2022 is classified as Level 2. A Monte Carlo simulation model is used to determine fair value. The key inputs into the Monte Carlo simulation model for the Private Placement were as follows: June 30, December 31, 2022 2021 Risk-free interest rate 2.98 % 1.25 % Dividend yield 0.00 % 0.00 % Expected term (years) 4.48 4.98 Expected Volatility 73.10 % 35.30 % Exercise Price $ 11.50 $ 11.50 Stock Price $ 3.09 $ 5.87 The volatility utilized in estimating the fair value of the Company’s Private Warrant liability was based on the weighted average of the implied volatility and guideline public company volatility. The implied volatility was estimated by calibrating to the market price of the public warrants as of the respective valuation date, using a binomial lattice model. The guideline public company volatility was estimated based on historical lookback volatility of guideline public companies over a term commensurate with the expected term of the warrant, as well as, consideration to implied volatilities sourced from Bloomberg, L.P. Key assumptions are as follows: Risk-free interest rate - The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Private Placement Warrants. Dividend yield - The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. Expected term – The forecast period represents the time until expiration of the Private Placement Warrants. Expected Volatility - The expected volatility assumption was determined by examining the historical volatilities of a group of industry peers and the implied volatility from the market price of the Public Warrants. Warrant liability On June 30, 2022, the Public Warrants and Private Placement Warrants outstanding were determined to be $ 0.43 and $ 0.93 per warrant, respectively. On December 31, 2021, the Public Warrants and Private Placement Warrants outstand ing were determined to be $ 0.68 and $ 0.92 per warrant, respectively. The following table presents the changes in the fair value of the Public and Private Placement Warrants: Public Warrants Private Placement Warrants Total Warrant Liabilities Fair value as of December 31, 2021 $ 7,168 $ 4,998 $ 12,166 Change in valuation inputs or other assumptions ( 2,635 ) 48 ( 2,587 ) Fair value as of June 30, 2022 $ 4,533 $ 5,046 $ 9,579 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 16. FAIR VALUE MEASUREMENTS The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 851 $ 851 Total assets $ — $ — $ 851 $ 851 Liabilities: Public warrants(1) $ 4,533 $ — $ — $ 4,533 Private placement warrants(1) — 5,046 — 5,046 Seller's Earn-Out(1) — — 5,318 5,318 Total liabilities $ 4,533 $ 5,046 $ 5,318 $ 14,897 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities: Public warrants(1) $ 7,168 $ — $ — $ 7,168 Private placement warrants(1) — 4,998 — 4,998 Seller's Earn-Out(1) — — 18,081 18,081 Total liabilities $ 7,168 $ 4,998 $ 18,081 $ 30,247 (1) Refe r to Note 14 — Seller's Earn-Out and Note 15 — Warrants to the Consolidated Financial Statements for the year ended December 31, 2021 for further i nformation about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refe r to Note 18— SymetryML and SymetryML Holdings belo w for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. The following table presents a rollforward of the Company's assets and liabilities classified as Level 3 for the six months ended June 30, 2022. The Company did no t have Level 3 assets or liabilities in the six months ended June 30, 3021. Six Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2021 $ — $ 18,081 Additions 861 — Measurement adjustments ( 10 ) ( 12,763 ) Balance as of June 30, 2022 $ 851 $ 5,318 |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 17. EARNINGS PER SHARE The computation of net (loss) income per share was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net income attributable to AdTheorent Holding Company, Inc. $ 57,777 $ 1,532 $ 16,037 $ 3,535 Weighted-average common shares outstanding - basic 85,766,302 59,873,921 85,755,210 59,863,656 Effect of dilutive equity-based awards 7,636,348 7,204,857 7,508,309 3,824,448 Weighted-average common shares outstanding - diluted 93,402,650 67,078,778 93,263,518 63,688,104 Earnings per share: Basic $ 0.67 $ 0.03 $ 0.19 $ 0.06 Diluted $ 0.62 $ 0.02 $ 0.17 $ 0.06 The following outstanding potentially dilutive securities were excluded from the calculation of diluted net (loss) income per Common Stockholder because their impact would have been anti-dilutive for the period presented or their contingency conditions were not met: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 310,866 521,687 326,231 3,902,096 Restricted Stock Units (RSUs) 3,603,659 — 3,716,334 — Public Warrants 10,541,657 — 10,541,657 — Private Placement Warrants (1) 5,432,237 — 5,432,237 — Seller's Earn-Out 6,785,714 — 6,785,714 — Sponsor Earn-Out 598,875 — 598,875 — Total 27,273,008 521,687 27,401,048 3,902,096 (1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets. |
Symetryml And Symetryml Holding
Symetryml And Symetryml Holdings | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Symetryml And Symetryml Holdings | 18. SYMETRYML AND SYMETRYML HOLDINGS SymetryML Holdings was a subsidiary of Legacy AdTheorent after a contribution of Legacy AdTheorent’s SymetryML department in exchange for membership interest. Class B interests that vest over time, comprising 50 % of the total equity interests of SymetryML Holdings, were offered to certain employees (a non-controlling interest) of SymetryML. Legacy AdTheorent retained the remaining 50 % total equity interests, through the holding of all Class A equity interests in SymetryML Holdings. SymetryML Holdings and SymetryML was ultimately deconsolidated as of March 31, 2022 through a series seed preferred financing transaction ("Deconsolidation"), resulting in a gain of $ 1,939 , of which $ 541 related to the remeasurement of the retained noncontrolling investment to fair value. The gain of $ 1,939 has been recorded separately on the Company’s Condensed Consolidated Statements of Operations for the six months ended June 30, 2022. The following table shows the amounts related to the accounting for the Deconsolidation: Six Months Ended Fair value of consideration received $ — Fair value of retained noncontrolling interest 861 Carrying amount of deconsolidated noncontrolling interest 2,372 Less: Carrying amount of deconsolidated net assets ( 1,294 ) Gain on Deconsolidation $ 1,939 The Deconsolidation resulted in the removal of the noncontrolling interest presentation and therefore there is no noncontrolling interest as of June 30, 2022. As of December 31, 2021 prior to the Deconsolida tion, 41 % of th e total equity interests of SymetryML Holdings were owned by noncontrolling interests. VIE Determination Based on the Company’s assessment, after the Deconsolidation, SymetryML is considered a variable interest entity (“VIE”) because it does not have sufficient equity at risk to finance its activities without additional subordinated financial support. SymetryML Holdings is not the primary beneficiary as it no longer has the power to direct the activities that most significantly impact SymetryML’s economic performance. Based on the Company’s assessment, SymetryML Holdings, after the Deconsolidation, is considered a VIE because the holders of the equity investment at risk, as a group, lack the power to direct the activities of SymetryML Holdings that most significantly impact its economic performance. This is due to the conclusion that Class B equity interests do not meet the definition of equity at risk because the Class B interests were issued by Legacy AdTheorent to SymetryML management as founders’ equity to compensate for past and future services to SymetryML. The Company further concluded that the Company is not the primary beneficiary as it no longer has the power to direct the activities that most significantly impact SymetryML economic performance. As a result of the Deconsolidation of SymetryML and SymetryML Holdings, the Company has retained a noncontrolling investment in SymetryML Holdings that provides the Company the ability to exercise significant influence over both VIEs. The entities continue to be considered related parties of the Company following the Deconsolidation. Retained Fair Value Option Investments in SymetryML and SymetryML Holdings For its retained noncontrolling investment in SymetryML Holdings, the Company has made an irrevocable election to account for its investment at fair value with changes in fair value reported in earnings. The Company elected to apply fair value accounting to the retained investments in SymetryML Holdings because the Company believes that fair value is the most relevant measurement attribute for these investments, as well as to reduce operational and accounting complexity. The Company’s election to apply fair value accounting to these investments may cause fluctuations in the Company’s earnings from period to period. The fair value of the Company’s retained investment was $ 851 and $ 0 as of June 30, 2022 and December 31, 2021, respectively. The fair value measurements involve significant unobservable inputs, which include total equity value of SymetryML, volatility, risk-free rate, equity holder required rate of return, and discount for lack of marketability (“DLOM”). The total equity value of SymetryML was calculated using the Backsolve Method under the Market Approach. The volatility was based on guideline public companies and adjusted for differences in size and leverage. The risk-free rate was based on U.S. Treasury securities with a term commensurate with the time to exit. The equity holder required rate of return was based on private equity and venture capital rate of return studies. The DLOM was estimated based on put option models and series volatility. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to the carrying amount of its investment which is recorded at fair value each reporting period as described above. There are not any explicit or implicit contracts, guarantees, or commitments that would require the Company to provide financial support to the investees or any other arrangements that could expose the Company to losses beyond the fair value of its current investment. Safe Notes During the three months ended June 30, 2022 and 2021, the Company raised $ 0 and $ 425 , respectively, and during the six months ended June 30, 2022 and 2021 the Company raised $ 200 and $ 700 , respectively, to fund Symetry operations, by entering into Simple Agreements for Futu re Equity Notes (“SAFE Notes”) with several parties. As a result of the series seed preferred financing transaction, all outstanding SAFE Notes converted to series seed preferred stock in SymetryML, Inc. on March 31, 2022 in accordance with the existing terms of the SAFE Notes. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 19. LEASES The Company has operating lease agreements for office space in the United States. The agreements expire over the next three years , except for the New York headquarters office, which expires in 2028 . The Company recognizes operating lease expense on a straight-line basis over the term of the lease. Additionally, the Company has short-term leases with an initial term of twelve months or less that are not recorded on the Condensed Consolidated Balance Sheet. Lease expense is allocated to Operating expense categories (Platform operations, Sales and marketing, Technology and development, General and administrative) in the Condensed Consolidated Statements of Operations in proportion to headcount in each of these categories. The components of lease expense for the three and six months ended June 30, 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2022 Operating Lease Cost $ 241 $ 472 Short Term Lease Cost 27 49 Variable Lease Cost — — Supplemental cash flow information related to the Company’s operating leases for the six months ended June 30, 2022 were as follows: June 30, 2022 Operating cash flows used for operating leases $ 613 Right-of-use assets obtained in exchange for new operating lease obligations 214 Supplemental balance sheet information related to the Company’s operating leases as of June 30, 2022 were as follows: June 30, 2022 Weighted average remaining lease term (years) 6.05 Weighted average discount rate (%) 3.25 % Approximate future minimum lease payments for the Company’s operating leases are as follows as of June 30, 2022: June 30, 2022 Remainder of 2022 $ 767 2023 1,484 2024 1,441 2025 1,433 2026 1,415 Thereafter 2,387 Total operating lease payments $ 8,927 Less: Imputed interest ( 819 ) Total operating lease liabilities $ 8,108 In connection with several lease agreements, the Company maintains letters of credit in the total amount of approximate ly $ 983 as of June 30, 2022 and December 31, 2021. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company. All intercompany transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of June 30, 2022 and for the three and six months ended June 30, 2022 and 2021. The Condensed Consolidated Balance Sheet as of December 31, 2021, has been derived from the Company's audited consolidated financial statements as of that date. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 , which include a complete set of footnote disclosures, including the Company's significant accounting policies. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. |
Retroactive Application of Recapitalization | Retroactive Application of Recapitalization As discussed in Note 3 – Business Combination included in the Company's Annual Report on Form 10-K for the year ended December 31, 2021 , the business combination that occurred on December 22, 2021 (“Business Combination”) was accounted for as a reverse recapitalization ("Reverse Recapitalization") of equity structure, whereby at the closing of the Business Combination, the outstanding Class A, B and C units of AdTheorent Holding Company, LLC, a Delaware limited liability company (“Legacy AdTheorent”) and the outstanding stock options and Restricted Interest Units of Legacy AdTheorent were exchanged for the Company’s Common Stock and equity awards using a ratio (“Exchange Ratio”) of 1.376 and 1.563 , respectively. Accordingly, pursuit to GAAP, the Condensed Consolidated Financial Statements and the related notes have been recast and are presented on an if-converted basis using the respective Exchange Ratio. In addition, the Exchange Ratio is utilized for calculating earnings per share in all prior periods presented. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no material changes in the Company's significant accounting policies during the six months ended June 30, 2022 , as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2021, except as detailed below. |
Leases | Leases The Company adopted Accounting Standards Codification ("ASC") Topic 842, Leases (“ASC 842”) on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. The reported results for 2022 reflect the application of ASC 842 guidance while the reported results for 2021 were prepared under the previous guidance of ASC 840, Leases (“ASC 840”). The adoption of ASC 842 represents a change in accounting principle that recognizes right-of-use (“ROU”) assets and lease liabilities arising from all leases based on the present value of future minimum lease payments over the lease term. Consistent with ASC 840, lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. The Company’s adoption of ASC 842 had no impact on the Condensed Consolidated Statements of Operations or the Condensed Consolidated Statement of Cash Flows. The Company elected the package of practical expedients permitted under the transition guidance within ASC 842, which allows for the following: (i) to carry forward the historical lease classification, (ii) not to reassess whether any existing contract contains a lease and (iii) not to reassess initial direct costs for existing leases. The Company categorizes leases at their inception as either operating or finance leases. Operating leases are classified as non-current operating lease right-of-use assets and current and non-current operating lease liabilities on the Condensed Consolidated Balance Sheet. The Company did no t have any finance leases upon adoption on January 1, 2022 or as of June 30, 2022. Adoption of ASC 842 resulted in the recognition of operating right-of-use assets of $ 6,507 , along with associated operating lease liabilities of $ 8,376 as of January 1, 2022. The difference between the operating lease ROU assets and total operating lease liabilities is the reclassification of previously recognized deferred rent liabilities against operating lease ROU assets. The adoption of ASC 842 did not result in an adjustment to retained earnings and it did not impact the Company's deferred tax assets or liabilities. The Company’s operating leases are primarily for real property in support of its business operations. Although the Company's leases may contain renewal options, the Company is generally not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement. The Company has elected to account for lease components and non-lease components as a single lease component. Payments to lessors for reimbursement of real estate taxes, common area maintenance costs or insurance as applicable are generally variable in nature and are also expensed as incurred as variable lease costs and not included in the right-of-use assets or lease liabilities. Variable lease payment amounts that cannot be determined at lease commencement such as increases in lease payments based on changes in index rates or usage, are not included in the right-of-use assets or liabilities. Such variable payments are expensed as incurred. Discount rates are determined based on the Company’s incremental borrowing rate as the Company’s leases generally do not provide an implicit rate. See Note 19 – Leases for further details. |
Fair Value Option Investments | Fair Value Option Investments The fair value option provides an option to elect fair value as an alternative measurement for selected financial instruments. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The decision to elect the fair value option is determined on an instrument-by-instrument basis and must be applied to an entire instrument and is irrevocable once elected. The Company has investments in the common stock of SymetryML Holdings, LLC (“SymetryML Holdings”) for which it has the ability to exercise significant influence. The Company has made an irrevocable election to account for those investments at fair value. Estimating the fair values of these investments requires significant judgment regarding of the assumptions that market participants would use in pricing those assets. See Note 18 – SymetryML and SymetryML Holdings for further details. |
Liquidity | Liquidity As of June 30, 2022, the Company had cash of $ 63,628 and working capital, consisting of current assets, less current liabilities, of $ 98,045 . The Company believes its e xisting cash and cash flow from operations will be sufficient to meet the Company’s working capital requirements for at least the next 12 months. |
Emerging Growth Company | Emerging Growth Company From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the Financial Accounting Standards Board ("FASB"), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements ASU No. 2016-02, Leases (Topic 842) In February 2016, the FASB issued ASC 842, which sets out the principles for the recognition, measurement, and presentation of all leases on the balance sheet as well as provides for additional lease disclosure requirements. The Company adopted ASC 842 on January 1, 2022 using the cumulative effect transition method for leases in existence as of the date of adoption. See above for the Company's accounting policy for leases under ASC 842 and the impact from adoption. ASU No. 2020-04, Reference Rate Reform (Topic 848) In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848) (“ASU 2020-04”), subsequently clarified in January 2021 by ASU No. 2021-01, Reference Rate Reform (Topic 848) (“ASU 2021-01”). The main provisions of this update provide optional expedients and exceptions for contracts, hedging relationships, and other transactions that reference the London Inter-bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued because of reference rate reform. The guidance in ASU 2020-04 and ASU 2021-01 was effective upon issuance and, once adopted, may be applied prospectively to contract modifications and hedging relationships through December 31, 2022. The Company adopted ASU 2020-04 on January 1, 2022 . The adoption did not have a material effect on the Company's Condensed Consolidated Financial Statements. Accounting Pronouncements Issued Not Yet Adopted ASU No. 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes (Topic 740) In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) (“ASU 2019-12”), which is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. ASU 2019-12 simplifies accounting guidance for intra-period allocations, deferred tax liabilities, year-to-date losses in interim periods, franchise taxes, step-up in tax basis of goodwill, separate entity financial statements, and interim recognition of tax laws or rate changes. ASU 2019-12 is effective for emerging growth companies following private company adoption dates in fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Condensed Consolidated Financial Statements. ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires entities to estimate all expected credit losses for certain types of financial instruments, including trade receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The updated guidance also expands the disclosure requirements to enable users of financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses over the entire contractual term of the instrument from the date of initial recognition of that instrument. ASU 2016-13, as subsequently amended for various technical issues, is effective for emerging growth companies following private company adoption dates for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact it will have on the Condensed Consolidated Financial Statements. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following: June 30, December 31, 2022 2021 Accounts receivables 44,231 56,180 Other receivables 395 121 44,626 56,301 Less: allowance for doubtful accounts ( 537 ) ( 365 ) Accounts receivable, net 44,089 55,936 |
Schedule of Changes in Allowance for Doubtful Accounts | The following table presents changes in the allowance for doubtful accounts: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Beginning balance $ 459 $ 448 $ 365 $ 457 Reserve for doubtful accounts 78 — 178 89 Write-offs, net of recoveries — — ( 6 ) ( 98 ) Ending balance $ 537 $ 448 $ 537 $ 448 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consisted of the following: June 30, December 31, 2022 2021 Income taxes $ 4,841 $ 2,683 Insurance 1,604 — Software 532 747 Sales and marketing 361 62 Other 563 309 Total $ 7,901 $ 3,801 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and Equipment, net consisted of the following: June 30, December 31, 2022 2021 Computers and equipment $ 970 $ 798 Less: accumulated depreciation ( 399 ) ( 389 ) Total $ 571 $ 409 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: June 30, 2022 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Software — $ 6,038 $ ( 6,038 ) $ — Capitalized software costs 1.1 8,653 ( 6,401 ) 2,252 Customer relationships 1.6 31,492 ( 24,780 ) 6,712 Trademarks/tradename 4.6 10,195 ( 5,617 ) 4,578 Total $ 56,378 $ ( 42,836 ) $ 13,542 December 31, 2021 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Software 1.0 $ 9,124 $ ( 8,653 ) $ 471 Capitalized software costs 1.0 7,366 ( 5,335 ) 2,031 Customer relationships 2.0 31,726 ( 22,740 ) 8,986 Trademarks/tradename 5.0 10,240 ( 5,134 ) 5,106 Total $ 58,456 $ ( 41,862 ) $ 16,594 |
Summary of Amortization Expense | Amortization expense was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Platform operations $ 534 $ 369 $ 1,065 $ 977 Sales and marketing 1,370 1,361 2,740 2,741 Technology and development — 279 140 279 General and administrative 2 78 5 157 Total $ 1,906 $ 2,087 $ 3,950 $ 4,154 |
Schedule of Future Amortization of Intangible Assets | Estimated future amortization of intangible assets as of June 30, 2022 is as follows: As of June 30, 2022 Remainder of 2022 $ 3,685 2023 6,635 2024 1,182 2025 1,016 2026 1,016 Thereafter 8 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | Balance as of December 31, 2021 $ 35,778 Deconsolidation of SymetryML ( 936 ) Balance as of June 30, 2022 $ 34,842 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: June 30, 2022 December 31, 2021 Campaign costs $ 1,359 $ 2,718 Deferred revenues 332 207 Professional services 142 648 Sales and use taxes 13 233 Other 576 858 Total $ 2,422 $ 4,664 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the six months ended June 30, 2022: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2021 7,726,827 $ 0.60 Exercised ( 355,629 ) 0.51 Outstanding as of June 30, 2022 7,371,198 $ 0.60 Exercisable as of June 30, 2022 6,764,407 $ 0.59 |
Summary of RSU Activity | The following summarizes RSU activity for the six months ended June 30, 2022: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2021 846,797 $ 7.95 Granted 3,332,879 9.56 Forfeited ( 15,723 ) 9.53 Outstanding as of June 30, 2022 4,163,953 $ 9.23 |
Summary of Total Equity-based Compensation Expense | The following table summarizes the total equity-based compensation expense included in the Condensed Consolidated Statements of Operations: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Platform operations $ 618 $ — $ 880 $ — Sales and marketing 1,275 — 1,853 — Technology and development 642 — 1,024 — General and administrative 1,321 108 2,087 272 Total equity-based compensation expense $ 3,856 $ 108 $ 5,844 $ 272 |
Seller's Earn-Out (Tables)
Seller's Earn-Out (Tables) - Seller's Earn-Out | 6 Months Ended |
Jun. 30, 2022 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Options | Assumptions used in the valuation were as follows: June 30, 2022 December 31, 2021 Stock price $ 3.09 $ 5.87 Dividend yield 0.0 % 0.0 % Volatility 76.2 % 67.9 % Risk-free rate 2.93 % 0.96 % Forecast period (in years) 2.48 2.98 |
Schedule of Change in Fair Value | The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of June 30, 2022 and December 31, 2021: Seller's Earn-Out Balance at December 31, 2021 $ 18,081 Change in fair value ( 12,763 ) Balance at June 30, 2022 $ 5,318 |
Share based Compensation Expense Related to the Sellers Earn Out to Exchanged Option and Exchanged Unit holders | Share-based compensation expense related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended Six Months Ended June 30, 2022 June 30, 2022 Platform operations $ 59 $ 117 Sales and marketing 147 295 Technology and development 49 94 General and administrative 244 485 Total $ 499 $ 991 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price | The following table summarizes the number of outstanding Public Warrants and Private Placement Warrants and the corresponding exercise price: June 30, 2022 December 31, 2021 Exercise Price Expiration Date Public Warrants 10,541,657 10,541,667 $ 11.50 December 21, 2026 Private Placement Warrants 5,432,237 5,432,237 $ 11.50 December 21, 2026 |
Schedule of Key Inputs into Monte Carlo Simulation Model for Private Placement Warrants at Initial and Subsequent Measurement Date | The key inputs into the Monte Carlo simulation model for the Private Placement were as follows: June 30, December 31, 2022 2021 Risk-free interest rate 2.98 % 1.25 % Dividend yield 0.00 % 0.00 % Expected term (years) 4.48 4.98 Expected Volatility 73.10 % 35.30 % Exercise Price $ 11.50 $ 11.50 Stock Price $ 3.09 $ 5.87 |
Schedule of Changes in Fair Value of Public and Private Placement Warrants | The following table presents the changes in the fair value of the Public and Private Placement Warrants: Public Warrants Private Placement Warrants Total Warrant Liabilities Fair value as of December 31, 2021 $ 7,168 $ 4,998 $ 12,166 Change in valuation inputs or other assumptions ( 2,635 ) 48 ( 2,587 ) Fair value as of June 30, 2022 $ 4,533 $ 5,046 $ 9,579 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's assets and liabilities that are measured at fair value | The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 851 $ 851 Total assets $ — $ — $ 851 $ 851 Liabilities: Public warrants(1) $ 4,533 $ — $ — $ 4,533 Private placement warrants(1) — 5,046 — 5,046 Seller's Earn-Out(1) — — 5,318 5,318 Total liabilities $ 4,533 $ 5,046 $ 5,318 $ 14,897 December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ — $ — Total assets $ — $ — $ — $ — Liabilities: Public warrants(1) $ 7,168 $ — $ — $ 7,168 Private placement warrants(1) — 4,998 — 4,998 Seller's Earn-Out(1) — — 18,081 18,081 Total liabilities $ 7,168 $ 4,998 $ 18,081 $ 30,247 (1) Refe r to Note 14 — Seller's Earn-Out and Note 15 — Warrants to the Consolidated Financial Statements for the year ended December 31, 2021 for further i nformation about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refe r to Note 18— SymetryML and SymetryML Holdings belo w for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. |
Summary of rollforward of assets and liabilities classified as Level 3 | The following table presents a rollforward of the Company's assets and liabilities classified as Level 3 for the six months ended June 30, 2022. The Company did no t have Level 3 assets or liabilities in the six months ended June 30, 3021. Six Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2021 $ — $ 18,081 Additions 861 — Measurement adjustments ( 10 ) ( 12,763 ) Balance as of June 30, 2022 $ 851 $ 5,318 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net (Loss) Income Per Share | The computation of net (loss) income per share was as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net income attributable to AdTheorent Holding Company, Inc. $ 57,777 $ 1,532 $ 16,037 $ 3,535 Weighted-average common shares outstanding - basic 85,766,302 59,873,921 85,755,210 59,863,656 Effect of dilutive equity-based awards 7,636,348 7,204,857 7,508,309 3,824,448 Weighted-average common shares outstanding - diluted 93,402,650 67,078,778 93,263,518 63,688,104 Earnings per share: Basic $ 0.67 $ 0.03 $ 0.19 $ 0.06 Diluted $ 0.62 $ 0.02 $ 0.17 $ 0.06 |
Summary of Outstanding Potentially Dilutive Securities | The following outstanding potentially dilutive securities were excluded from the calculation of diluted net (loss) income per Common Stockholder because their impact would have been anti-dilutive for the period presented or their contingency conditions were not met: Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Stock options 310,866 521,687 326,231 3,902,096 Restricted Stock Units (RSUs) 3,603,659 — 3,716,334 — Public Warrants 10,541,657 — 10,541,657 — Private Placement Warrants (1) 5,432,237 — 5,432,237 — Seller's Earn-Out 6,785,714 — 6,785,714 — Sponsor Earn-Out 598,875 — 598,875 — Total 27,273,008 521,687 27,401,048 3,902,096 (1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets. |
Symetryml And Symetryml Holdi_2
Symetryml And Symetryml Holdings (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Summary of Amounts Related to Accounting Deconsolidation Transaction | The following table shows the amounts related to the accounting for the Deconsolidation: Six Months Ended Fair value of consideration received $ — Fair value of retained noncontrolling interest 861 Carrying amount of deconsolidated noncontrolling interest 2,372 Less: Carrying amount of deconsolidated net assets ( 1,294 ) Gain on Deconsolidation $ 1,939 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the three and six months ended June 30, 2022 were as follows: Three Months Ended June 30, Six Months Ended June 30, 2022 2022 Operating Lease Cost $ 241 $ 472 Short Term Lease Cost 27 49 Variable Lease Cost — — |
Summary of Supplemental Cash Flow Information Related to Operating Leases | Supplemental cash flow information related to the Company’s operating leases for the six months ended June 30, 2022 were as follows: June 30, 2022 Operating cash flows used for operating leases $ 613 Right-of-use assets obtained in exchange for new operating lease obligations 214 |
Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to the Company’s operating leases as of June 30, 2022 were as follows: June 30, 2022 Weighted average remaining lease term (years) 6.05 Weighted average discount rate (%) 3.25 % |
Summary of Future Minimum Lease Payments | Approximate future minimum lease payments for the Company’s operating leases are as follows as of June 30, 2022: June 30, 2022 Remainder of 2022 $ 767 2023 1,484 2024 1,441 2025 1,433 2026 1,415 Thereafter 2,387 Total operating lease payments $ 8,927 Less: Imputed interest ( 819 ) Total operating lease liabilities $ 8,108 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Dec. 22, 2021 | Jun. 30, 2022 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) |
Summary Of Significant Accounting Policies [Line Items] | ||||
Cash | $ 63,628,000 | |||
Working capital | 98,045,000 | |||
Finance leases | 0 | |||
Operating lease right-of-use asset | 6,249,000 | $ 0 | ||
Operating lease liability | $ 8,108,000 | |||
Common Stock | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Exchange ratio | 1.376 | |||
Equity Awards | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Exchange ratio | 1.563 | |||
ASC 842 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | |||
Operating lease right-of-use asset | $ 6,507,000 | |||
Operating lease liability | $ 8,376,000 | |||
ASU 2021-01 | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Change in accounting principle, accounting standards update, adopted | true | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | |||
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Revenue, practical expedient, incremental cost of obtaining contract [true false] | true | |
Contract cost asset recognized | $ 0 | $ 0 |
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] | true |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivables | $ 44,231 | $ 56,180 |
Other receivables | 395 | 121 |
Accounts and other receivables, Gross | 44,626 | 56,301 |
Less: allowance for doubtful accounts | (537) | (365) |
Accounts receivable, net | $ 44,089 | $ 55,936 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Receivables [Abstract] | ||||
Provision for bad debt expense (benefit) | $ 78 | $ (1) | $ 172 | $ 1 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Receivables [Abstract] | ||||
Beginning balance | $ 459 | $ 448 | $ 365 | $ 457 |
Reserve for doubtful accounts | 78 | 0 | 178 | 89 |
Write-offs, net of recoveries | 0 | 0 | (6) | (98) |
Ending balance | $ 537 | $ 448 | $ 537 | $ 448 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income taxes | $ 4,841 | $ 2,683 |
Insurance | 1,604 | 0 |
Software | 532 | 747 |
Sales and marketing | 361 | 62 |
Other | 563 | 309 |
Total | $ 7,901 | $ 3,801 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated depreciation | $ (399) | $ (389) |
Total | 571 | 409 |
Computers and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net, gross | $ 970 | $ 798 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 48 | $ 35 | $ 92 | $ 70 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 56,378 | $ 58,456 |
Accumulated amortization | (42,836) | (41,862) |
Net carrying amount | $ 13,542 | $ 16,594 |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 0 years | 1 year |
Gross amount | $ 6,038 | $ 9,124 |
Accumulated amortization | (6,038) | (8,653) |
Net carrying amount | $ 0 | $ 471 |
Capitalized Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 1 year 1 month 6 days | 1 year |
Gross amount | $ 8,653 | $ 7,366 |
Accumulated amortization | (6,401) | (5,335) |
Net carrying amount | $ 2,252 | $ 2,031 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 1 year 7 months 6 days | 2 years |
Gross amount | $ 31,492 | $ 31,726 |
Accumulated amortization | (24,780) | (22,740) |
Net carrying amount | $ 6,712 | $ 8,986 |
Trademarks/tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 4 years 7 months 6 days | 5 years |
Gross amount | $ 10,195 | $ 10,240 |
Accumulated amortization | (5,617) | (5,134) |
Net carrying amount | $ 4,578 | $ 5,106 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 1,906 | $ 2,087 | $ 3,950 | $ 4,154 |
Platform Operations | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 534 | 369 | 1,065 | 977 |
Sales and Marketing | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 1,370 | 1,361 | 2,740 | 2,741 |
Technology and Development | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 0 | 279 | 140 | 279 |
General and Administrative Expense | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 2 | $ 78 | $ 5 | $ 157 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense for Capitalized software costs | $ 533 | $ 498 | $ 1,065 | $ 977 |
Amortization expense | $ 1,906 | $ 2,087 | $ 3,950 | $ 4,154 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Remainder of 2022 | $ 3,685 |
2023 | 6,635 |
2024 | 1,182 |
2025 | 1,016 |
2026 | 1,016 |
Thereafter | $ 8 |
Goodwill - Schedule of Goodwill
Goodwill - Schedule of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2021 | $ 35,778 |
Deconsolidation of SymetryML | (936) |
Balance as of March 31, 2022 | $ 34,842 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Campaign costs | $ 1,359 | $ 2,718 |
Deferred revenue | 332 | 207 |
Professional fees | 142 | 648 |
Sales and use taxes | 13 | 233 |
Other | 576 | 858 |
Total | $ 2,422 | $ 4,664 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Letters of Credit | ||
Debt Instrument [Line Items] | ||
Line of credit | $ 983,000 | $ 983,000 |
Letters of Credit | Senior Secured Agreement | ||
Debt Instrument [Line Items] | ||
Line of credit | 983,000 | 983,000 |
Revolving Credit Facility | Senior Secured Agreement | ||
Debt Instrument [Line Items] | ||
Line of credit | $ 0 | $ 39,017,000 |
SAFE Notes - Additional Informa
SAFE Notes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
S A F E Notes Disclosure [Abstract] | ||||
Amount raised to fund for SAFE Notes | $ 0 | $ 425 | $ 200 | $ 700 |
Loss on change in fair value of SAFE Notes | $ 0 | $ 0 | $ 788 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Operating Loss Carryforwards [Line Items] | ||||
Benefit (provision) for income taxes | $ 610,000 | $ (584,000) | $ 1,635,000 | $ (1,572,000) |
Annual effective income tax rates | 41.10% | 33% | ||
Statutory income tax rate | 21% | |||
Valuation allowance | $ 0 | $ 0 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options, Outstanding, Beginning of the year | 7,726,827 |
Stock Options, Exercised | (355,629) |
Stock Options, Outstanding, End of the year | 7,371,198 |
Stock Options, Exercisable | 6,764,407 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.60 |
Weighted Average Exercise Price, Exercised | 0.51 |
Weighted Average Exercise Price, Outstanding, Ending balance | 0.60 |
Weighted Average Exercise Price, Exercisable | $ 0.59 |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 13, 2022 | Mar. 11, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ 5,844 | $ 272 | |||
Total unrecognized compensation cost | $ 174 | $ 174 | |||
Total unrecognized compensation cost, expected weighted average period | 7 months 6 days | ||||
RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Share-based compensation, equity instruments other than options, granted | 45,158 | 3,287,721 | 3,332,879 | ||
Share-based payment award, equity instruments other than options, granted, fair value per unit | $ 8.92 | $ 9.57 | $ 9.56 | ||
Compensation expense | 0 | $ 0 | |||
Total unrecognized compensation expense | $ 22,563 | $ 22,563 | |||
Total unrecognized compensation cost, expected weighted average period | 2 years 6 months |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of RSU Activity (Details) - RSUs - $ / shares | 6 Months Ended | ||
Apr. 13, 2022 | Mar. 11, 2022 | Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Restricted Stock Units, Outstanding, Beginning of the year | 846,797 | ||
Restricted Stock Units, Granted | 45,158 | 3,287,721 | 3,332,879 |
Restricted Stock Units, Forfeited | (15,723) | ||
Restricted Stock Units, Outstanding, End of the year | 4,163,953 | ||
Weighted Average Grant-Date Fair Value per Unit, Nonvested Beginning of the year | $ 7.95 | ||
Weighted Average Grant-Date Fair Value per Unit, Granted | $ 8.92 | $ 9.57 | 9.56 |
Weighted Average Grant-Date Fair Value per Unit, Forfeited | 9.53 | ||
Weighted Average Grant-Date Fair Value per Unit, Nonvested End of the year | $ 9.23 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Total Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 3,856 | $ 108 | $ 5,844 | $ 272 |
Platform Operations | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 618 | 0 | 880 | 0 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 1,275 | 0 | 1,853 | 0 |
Technology and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 642 | 0 | 1,024 | 0 |
General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 1,321 | $ 108 | $ 2,087 | $ 272 |
Equity - Additional Information
Equity - Additional Information (Details) - shares | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Shares authorized | 370,000,000 | |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock voting rights | one | |
Common stock, shares issued | 86,099,633 | 85,743,994 |
Common stock, shares outstanding | 86,099,633 | 85,743,994 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Seller's Earn-Out - Schedule of
Seller's Earn-Out - Schedule of Assumption Used in Valuation (Details) - Seller's Earn-Out | Jun. 30, 2022 | Dec. 31, 2021 |
Stock Price | ||
Business Acquisition [Line Items] | ||
'Warrants and rights outstanding, measurement input | 3.09 | 5.87 |
Dividend Yield | ||
Business Acquisition [Line Items] | ||
'Warrants and rights outstanding, measurement input | 0 | 0 |
Volatility | ||
Business Acquisition [Line Items] | ||
'Warrants and rights outstanding, measurement input | 76.2 | 67.9 |
Risk-free Rate | ||
Business Acquisition [Line Items] | ||
'Warrants and rights outstanding, measurement input | 2.93 | 0.96 |
Forecast Period (in years) | ||
Business Acquisition [Line Items] | ||
'Warrants and rights outstanding, measurement input | 2.48 | 2.98 |
Seller's Earn-Out - Schedule _2
Seller's Earn-Out - Schedule of Change in Fair Value (Details) - Seller's Earn-Out $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Fair value as of beginning balance | $ 18,081 |
Change in fair value | (12,763) |
Fair value as of ending balance | $ 5,318 |
Seller's Earn-Out - Additional
Seller's Earn-Out - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | |||
Seller's Earn-Out equity-based compensation | $ 991 | $ 0 | |
Total unrecognized compensation cost, expected weighted average period | 7 months 6 days | ||
Seller's Earn-Out | |||
Business Acquisition [Line Items] | |||
Seller's Earn-Out equity-based compensation | $ 499 | $ 991 | |
Unrecognized compensation expense | $ 373 | $ 373 | |
Total unrecognized compensation cost, expected weighted average period | 2 months 12 days |
Seller's Earn-Out - Share based
Seller's Earn-Out - Share based Compensation Expense Related to the Sellers Earn Out to Exchanged Option and Exchanged U (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | $ 3,856 | $ 108 | $ 5,844 | $ 272 |
Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 499 | 991 | ||
Platform Operations | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 618 | 0 | 880 | 0 |
Platform Operations | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 59 | 117 | ||
Sales and Marketing | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 1,275 | 0 | 1,853 | 0 |
Sales and Marketing | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 147 | 295 | ||
Technology and Development | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 642 | 0 | 1,024 | 0 |
Technology and Development | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 49 | 94 | ||
General and Administrative Expense | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 1,321 | $ 108 | 2,087 | $ 272 |
General and Administrative Expense | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | $ 244 | $ 485 |
Warrants - Summary of Number of
Warrants - Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price (Details) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 10,541,657 | 10,541,667 |
Exercise Price | $ 11.50 | |
Expiration Date | Dec. 21, 2026 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 5,432,237 | 5,432,237 |
Exercise Price | $ 11.50 | |
Expiration Date | Dec. 21, 2026 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 Warrant $ / shares shares | Jun. 30, 2022 Item Warrant $ / shares shares | Dec. 31, 2021 $ / shares shares | |
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Number of warrants exercised | Warrant | 10 | 10 | |
Exercise price per share | $ 11.50 | $ 11.50 | |
Warrants Outstanding | shares | 10,541,657 | 10,541,657 | 10,541,667 |
Price per warrant outstanding | $ 0.43 | $ 0.43 | $ 0.68 |
Private Placement Warrants [Member] | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share | $ 11.50 | $ 11.50 | |
Warrants Outstanding | shares | 5,432,237 | 5,432,237 | 5,432,237 |
Price per warrant outstanding | $ 0.93 | $ 0.93 | $ 0.92 |
Private Placement Warrants [Member] | Release of Warrants When VWAP of Common Stock Equals or Exceeds $14.00 | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share | $ 14 | $ 14 | |
Threshold trading days for redemption of public warrants | Item | 20 | ||
Threshold consecutive trading days for redemption of public warrants | Item | 30 | ||
Warrants held in escrow | shares | 551,096 | 551,096 |
Warrants - Schedule of Key Inpu
Warrants - Schedule of Key Inputs into Monte Carlo Simulation Model for Private Placement Warrants at Initial and Subsequent Measurement Date (Details) - Level 2 - Recurring - Private Placement Warrants | Jun. 30, 2022 yr | Dec. 31, 2021 yr |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.98 | 1.25 |
Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Expected term (years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.48 | 4.98 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 73.10 | 35.30 |
Exercise Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Stock Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 3.09 | 5.87 |
Warrants - Schedule of Changes
Warrants - Schedule of Changes in Fair Value of Public and Private Placement Warrants (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | $ 7,168 |
Change in valuation inputs or other assumptions | (2,635) |
Fair value as of ending balance | 4,533 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | 4,998 |
Change in valuation inputs or other assumptions | 48 |
Fair value as of ending balance | 5,046 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | 12,166 |
Change in valuation inputs or other assumptions | (2,587) |
Fair value as of ending balance | $ 9,579 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured On Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | $ 9,579 | $ 12,166 | |
Fair Value, Recurring | |||
Assets: | |||
Total assets | 851 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 14,897 | 30,247 | |
Level 1 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 4,533 | 7,168 | |
Level 2 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 5,046 | 4,998 | |
Level 3 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 851 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 5,318 | 18,081 | |
Public Warrants | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 4,533 | 7,168 |
Public Warrants | Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 4,533 | 7,168 |
Public Warrants | Level 2 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Public Warrants | Level 3 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Private Placement Warrants | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 5,046 | 4,998 |
Private Placement Warrants | Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Private Placement Warrants | Level 2 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 5,046 | 4,998 |
Private Placement Warrants | Level 3 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Seller's Earn-Out | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 5,318 | 18,081 |
Seller's Earn-Out | Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Seller's Earn-Out | Level 2 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Seller's Earn-Out | Level 3 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 5,318 | 18,081 |
Investment in SymetryML Holdings | Fair Value, Recurring | |||
Assets: | |||
Total assets | [2] | 851 | 0 |
Investment in SymetryML Holdings | Level 1 | Fair Value, Recurring | |||
Assets: | |||
Total assets | [2] | 0 | 0 |
Investment in SymetryML Holdings | Level 2 | Fair Value, Recurring | |||
Assets: | |||
Total assets | [2] | 0 | 0 |
Investment in SymetryML Holdings | Level 3 | Fair Value, Recurring | |||
Assets: | |||
Total assets | [2] | $ 851 | $ 0 |
[1] Refe r to Note 14 — Seller's Earn-Out and Note 15 — Warrants to the Consolidated Financial Statements for the year ended December 31, 2021 for further i nformation about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. Refe r to Note 18— SymetryML and SymetryML Holdings belo w for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. |
Fair Value Measurements - (Addi
Fair Value Measurements - (Additional Information) (Details) | Jun. 30, 2021 USD ($) |
Level 3 | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Fair value, asset or liability balance | $ 0 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Rollforward of Assets and Liabilities Classified as Level 3 (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Seller's Earn-Out Liability | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2021 | $ 18,081 |
Additions | 0 |
Measurement adjustments | (12,763) |
Balance at June 30, 2022 | 5,318 |
Investment in SymetryML Holdings | |
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2021 | 0 |
Additions | 861 |
Measurement adjustments | (10) |
Balance at June 30, 2022 | $ 851 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Net (Loss) Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 57,777 | $ 1,532 | $ 16,037 | $ 3,535 |
Basic | 85,766,302 | 59,873,921 | 85,755,210 | 59,863,656 |
Effect of dilutive equity-based awards | 7,636,348 | 7,204,857 | 7,508,309 | 3,824,448 |
Weighted-average common shares outstanding - diluted | 93,402,650 | 67,078,778 | 93,263,518 | 63,688,104 |
Basic | $ 0.67 | $ 0.03 | $ 0.19 | $ 0.06 |
Diluted | $ 0.62 | $ 0.02 | $ 0.17 | $ 0.06 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 27,273,008 | 521,687 | 27,401,048 | 3,902,096 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 310,866 | 521,687 | 326,231 | 3,902,096 |
Restricted Stock Units (RSUs) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 3,603,659 | 0 | 3,716,334 | 0 |
Public Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 10,541,657 | 0 | 10,541,657 | 0 |
Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 5,432,237 | 0 | 5,432,237 | 0 |
Seller's Earn-Out | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 6,785,714 | 0 | 6,785,714 | 0 |
Sponsor Earn-Out | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 598,875 | 0 | 598,875 | 0 |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities (Parenthetical) (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 27,273,008 | 521,687 | 27,401,048 | 3,902,096 |
Private Placement Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 5,432,237 | 0 | 5,432,237 | 0 |
Warrants Held in Escrow | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 551,096 |
Noncontrolling Interests - Addi
Noncontrolling Interests - Additional Information (Details) - SymetryML Holdings | Jun. 30, 2022 | Dec. 31, 2021 |
Minority Interest [Line Items] | ||
Percentage of interests owned by noncontrolling interests | 0% | 41% |
Class B Equity Interests | Employees | ||
Minority Interest [Line Items] | ||
Percentage of interest owned by employees | 50% | |
Class A Equity Interests | ||
Minority Interest [Line Items] | ||
Percentage of interest owned by employees | 50% |
Symetryml And Symetryml Holdi_3
Symetryml And Symetryml Holdings - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||
Gain on deconsolidation of SymetryML | $ 1,939 | |||||
Amount raised to fund for SAFE Notes | $ 0 | $ 425 | $ 200 | $ 700 | ||
SymetryML Holdings | ||||||
Class of Stock [Line Items] | ||||||
Percentage of interests owned by noncontrolling interests | 0% | 0% | 41% | |||
Gain on deconsolidation of SymetryML | $ 1,939 | $ 1,939 | ||||
Remeasurement of retained noncontrolling investment of fair value | $ 541 | |||||
Fair Value of retained investment | $ 851 | $ 0 | ||||
Class A Equity Interests | SymetryML Holdings | ||||||
Class of Stock [Line Items] | ||||||
Percentage of interest owned by employees | 50% | 50% | ||||
Class B Equity Interests | SymetryML Holdings | Employees | ||||||
Class of Stock [Line Items] | ||||||
Percentage of interest owned by employees | 50% | 50% |
Symetryml And Symetryml Holdi_4
Symetryml And Symetryml Holdings - Summary of Amounts Related to Accounting for Deconsolidation Transaction (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Equity [Abstract] | |
Fair value of consideration received | $ 0 |
Fair value of retained noncontrolling interest | 861 |
Carrying amount of deconsolidated noncontrolling interest | 2,372 |
Less: Carrying amount of deconsolidated net assets | (1,294) |
Gain on Deconsolidation | $ 1,939 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Lessee, Lease, Description [Line Items] | ||
Operating lease, Term of contract | 3 years | |
New York Headquarters Office | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expiration year | 2028 | |
Letters of Credit | ||
Lessee, Lease, Description [Line Items] | ||
Line of credit | $ 983 | $ 983 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Leases [Abstract] | ||
Operating Lease Cost | $ 241 | $ 472 |
Short Term Lease Cost | 27 | 49 |
Variable Lease Cost | $ 0 | $ 0 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating cash flows used for operating leases | $ 613 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 214 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Operating Leases (Details) | Jun. 30, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term (years) | 6 years 18 days |
Weighted average discount rate (%) | 3.25% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Remainder of 2022 | $ 767 |
2023 | 1,484 |
2024 | 1,441 |
2025 | 1,433 |
2026 | 1,415 |
Thereafter | 2,387 |
Total operating lease payments | 8,927 |
Less: Imputed interest | (819) |
Total operating lease liabilities | $ 8,108 |