Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 02, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 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 | 88,241,898 | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 74,339 | $ 72,579 |
Accounts receivable, net | 48,693 | 56,027 |
Income tax recoverable | 177 | 145 |
Prepaid expenses | 2,673 | 1,466 |
Total current assets | 125,882 | 130,217 |
Property and equipment, net | 465 | 520 |
Operating lease right-of-use asset | 4,987 | 5,732 |
Investment in SymetryML Holdings | 636 | 789 |
Customer relationships, net | 1,119 | 4,475 |
Other intangible assets, net | 7,854 | 6,708 |
Goodwill | 34,842 | 34,842 |
Deferred income taxes, net | 12,067 | 6,962 |
Other assets | 308 | 359 |
Total assets | 188,160 | 190,604 |
Current liabilities | ||
Accounts payable | 10,294 | 9,479 |
Accrued compensation | 5,117 | 8,939 |
Accrued expenses | 5,076 | 6,224 |
Operating lease liabilities, current | 1,265 | 1,265 |
Total current liabilities | 21,752 | 25,907 |
Warrants | 862 | 2,298 |
Seller's Earn-Out | 23 | 773 |
Operating lease liabilities, non-current | 5,253 | 6,201 |
Total liabilities | 27,890 | 35,179 |
Stockholders’ equity | ||
Preferred stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value, 350,000,000 shares authorized; 88,206,048 and 86,968,309 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 9 | 9 |
Additional paid-in capital | 89,746 | 83,566 |
Retained earnings | 70,515 | 71,850 |
Total stockholders' equity | 160,270 | 155,425 |
Total liabilities and stockholders' equity | $ 188,160 | $ 190,604 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
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 | 88,206,048 | 86,968,309 |
Common stock, shares outstanding | 88,206,048 | 86,968,309 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 40,890 | $ 37,584 | $ 111,151 | $ 114,301 |
Operating expenses: | ||||
Platform operations | 22,019 | 19,581 | 61,141 | 58,207 |
Sales and marketing | 11,119 | 11,127 | 32,050 | 32,540 |
Technology and development | 3,794 | 3,955 | 10,453 | 12,393 |
General and administrative | 4,113 | 4,729 | 11,638 | 15,433 |
Total operating expenses | 41,045 | 39,392 | 115,282 | 118,573 |
Loss from operations | (155) | (1,808) | (4,131) | (4,272) |
Interest income (expense), net | 707 | 97 | 1,750 | (59) |
Gain on change in fair value of Seller's Earn-Out | 225 | 2,901 | 750 | 15,664 |
Gain on change in fair value of warrants | 1,290 | 5,674 | 1,436 | 8,261 |
Gain on deconsolidation of SymetryML | 0 | 0 | 0 | 1,939 |
Loss on change in fair value of SAFE Notes | 0 | 0 | 0 | (788) |
Gain (loss) on fair value of investment in SymetryML Holdings | 5 | (39) | (153) | (49) |
Other expense, net | (12) | (5) | (49) | (24) |
Total other income, net | 2,215 | 8,628 | 3,734 | 24,944 |
Net income (loss) before income taxes | 2,060 | 6,820 | (397) | 20,672 |
(Provision) benefit for income taxes | (6,254) | (1,095) | (938) | 540 |
Net (loss) income | (4,194) | 5,725 | (1,335) | 21,212 |
Less: Net loss attributable to noncontrolling interest | 0 | 0 | 0 | 550 |
Net (loss) income attributable to AdTheorent Holding Company, Inc. | $ (4,194) | $ 5,725 | $ (1,335) | $ 21,762 |
(Loss) earnings per share: | ||||
Basic | $ (0.05) | $ 0.07 | $ (0.02) | $ 0.25 |
Diluted | $ (0.05) | $ 0.06 | $ (0.02) | $ 0.23 |
Weighted-average common shares outstanding: | ||||
Basic | 88,175,813 | 86,492,025 | 87,869,345 | 86,003,514 |
Diluted | 88,175,813 | 92,122,421 | 87,869,345 | 92,885,851 |
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, 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 | 0 |
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 | ||||
Net (loss) income | 21,212 | ||||
Balance at the end at Sep. 30, 2022 | 145,222 | $ 9 | 80,939 | 64,274 | 0 |
Balance at the end (in shares) at Sep. 30, 2022 | 86,691,430 | ||||
Balance at the beginning at Mar. 31, 2022 | 74,039 | $ 9 | 73,258 | 772 | 0 |
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) | 355,629 | ||||
Exercises of warrants (in shares) | 10 | ||||
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 | 0 |
Balance at the end (in shares) at Jun. 30, 2022 | 86,099,633 | ||||
Equity-based compensation | 2,783 | 2,783 | |||
Seller's Earn-Out equity-based compensation | 373 | 373 | |||
Exercises of options | 163 | 163 | |||
Exercises of options (in shares) | 244,922 | ||||
Vesting of restricted stock, net of shares withheld for taxes | (231) | (231) | |||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 346,875 | ||||
Net (loss) income | 5,725 | 5,725 | |||
Balance at the end at Sep. 30, 2022 | 145,222 | $ 9 | 80,939 | 64,274 | 0 |
Balance at the end (in shares) at Sep. 30, 2022 | 86,691,430 | ||||
Balance at the beginning at Dec. 31, 2022 | 155,425 | $ 9 | 83,566 | 71,850 | 0 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 86,968,309 | ||||
Equity-based compensation | 1,552 | 1,552 | |||
Exercises of options | 57 | 57 | |||
Exercises of options (in shares) | 80,520 | ||||
Vesting of restricted stock, net of shares withheld for taxes | (399) | (399) | |||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 605,854 | ||||
Shares issued under employee stock purchase plan | 172 | 172 | |||
Shares issued under employee stock purchase plan (in shares) | 111,433 | ||||
Net (loss) income | (5,223) | (5,223) | |||
Balance at the end at Mar. 31, 2023 | 151,584 | $ 9 | 84,948 | 66,627 | 0 |
Balance at the end (in shares) at Mar. 31, 2023 | 87,766,116 | ||||
Balance at the beginning at Dec. 31, 2022 | $ 155,425 | $ 9 | 83,566 | 71,850 | 0 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 86,968,309 | ||||
Exercises of options (in shares) | 233,467 | ||||
Net (loss) income | $ (1,335) | ||||
Balance at the end at Sep. 30, 2023 | 160,270 | $ 9 | 89,746 | 70,515 | 0 |
Balance at the end (in shares) at Sep. 30, 2023 | 88,206,048 | ||||
Balance at the beginning at Mar. 31, 2023 | 151,584 | $ 9 | 84,948 | 66,627 | 0 |
Balance at the beginning (in shares) at Mar. 31, 2023 | 87,766,116 | ||||
Equity-based compensation | 1,932 | 1,932 | |||
Exercises of options | 93 | 93 | |||
Exercises of options (in shares) | 152,947 | ||||
Vesting of restricted stock, net of shares withheld for taxes | (38) | (38) | |||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 51,834 | ||||
Net (loss) income | 8,082 | 8,082 | |||
Balance at the end at Jun. 30, 2023 | 161,653 | $ 9 | 86,935 | 74,709 | 0 |
Balance at the end (in shares) at Jun. 30, 2023 | 87,970,897 | ||||
Equity-based compensation | 2,697 | 2,697 | |||
Vesting of restricted stock, net of shares withheld for taxes | (29) | (29) | |||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 114,179 | ||||
Shares issued under employee stock purchase plan | 143 | 143 | |||
Shares issued under employee stock purchase plan (in shares) | 120,972 | ||||
Net (loss) income | (4,194) | (4,194) | |||
Balance at the end at Sep. 30, 2023 | $ 160,270 | $ 9 | $ 89,746 | $ 70,515 | $ 0 |
Balance at the end (in shares) at Sep. 30, 2023 | 88,206,048 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net (loss) income | $ (1,335) | $ 21,212 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for credit losses | 10 | 240 |
Amortization expense | 6,473 | 5,872 |
Depreciation expense | 146 | 143 |
Amortization of debt issuance costs | 42 | 42 |
Gain on change in fair value of Seller's Earn-Out | (750) | (15,664) |
Gain on change in fair value of warrants | (1,436) | (8,261) |
Gain on deconsolidation of SymetryML | 0 | (1,939) |
Loss on change in fair value of SAFE Notes | 0 | 788 |
Loss on fair value of investment in SymetryML Holdings | 153 | 49 |
Deferred tax benefit | (5,105) | (5,455) |
Equity-based compensation | 5,924 | 8,627 |
Seller's Earn-Out equity-based compensation | 0 | 1,364 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,324 | 13,103 |
Income taxes recoverable | (32) | (4) |
Prepaid expenses and other assets | (453) | 337 |
Accounts payable | 775 | (3,911) |
Accrued compensation, accrued expenses, and other liabilities | (5,918) | (8,104) |
Net cash provided by operating activities | 5,818 | 8,439 |
Cash flows from investing activities | ||
Capitalized software development costs | (3,969) | (2,008) |
Purchase of property and equipment | (88) | (311) |
Decrease in cash from deconsolidation of SymetryML | 0 | (69) |
Net cash used in investing activities | (4,057) | (2,388) |
Cash flows from financing activities | ||
Cash received for exercised options | 150 | 346 |
Payment of revolver borrowings | 0 | (39,017) |
Proceeds from SAFE Notes | 0 | 200 |
Proceeds from SymetryML preferred stock issuance | 0 | 400 |
Taxes paid related to net settlement of restricted stock awards | (466) | (231) |
Proceeds from employee stock purchase plan | 315 | 0 |
Net cash used in financing activities | (1) | (38,302) |
Net increase (decrease) in cash and cash equivalents | 1,760 | (32,251) |
Cash and cash equivalents at beginning of period | 72,579 | 100,093 |
Cash and cash equivalents at end of period | 74,339 | 67,842 |
Supplemental disclosure of cash flow information | ||
Increase in lease liabilities from obtaining right-of-use assets - ASC 842 adoption | 0 | 8,376 |
Increase in lease liabilities from obtaining right-of-use assets | 0 | 214 |
Non-cash investing and financial activities | ||
Capitalized software and property and equipment, net included in accounts payable | 40 | 56 |
Stock based compensation included in capitalized software development costs | $ 257 | $ 0 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
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 | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022. The Condensed Consolidated Balance Sheet as of December 31, 2022, 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, 2022 , 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. Summary of Significant Accounting Policies There have been no material changes in the Company's significant accounting policies during the nine months ended September 30, 2023, as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2022 , except as detailed below. Accounts Receivable and Allowance for Credit Losses (formerly Allowance for Doubtful Accounts) Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for credit losses is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company reviews the allowance for credit losses on a quarterly basis. The allowance for credit losses is determined based on historical collection experience, the review in each period of the status of the then outstanding accounts receivable , while taking into consideration current customer information, and other macroeconomic and industry factors. Account balances are written off against the allowance when the Company believes it is probable the receivable will not be recovered. 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. 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 has determined the adoption did not have a material impact 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 adopted this ASU effective January 1, 2023 . The adoption of this ASU did not have a material impact on the Company’s Condensed Consolidated Financial Statements. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2023 | |
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. The Direct Access offerings are new to the market and not yet material to the Company from a financial reporting perspective. For its Managed Programmatic revenue, the Company negotiates insertion orders (“IOs”) with the advertising agency or brand, which specifies the material terms of the campaign. IOs are subject to cancellation by the client, usually with no penalty, for the unfilled portion of the IO. The Company’s performance obligation is to deliver digital advertisements in accordance with the terms of the IO. The Company has concluded that this constitutes a single performance obligation for financial reporting purposes and that such obligation is recognized over the time, using the output method, for which the Company is transferring value to the customer through delivered advertising units. The Company is responsible for fulfilling advertising delivery, including optimization and reporting, establishes the selling price for the delivery, and the Company performs billing and collections, including ultimately retaining credit risk. The Company has therefore determined that it serves as a principal and that gross presentation of revenue is appropriate. Direct Access customers access the Company’s platform directly and manage all aspects of their advertising campaigns. The Company provides advertiser and marketer customers direct access to the platform so that they can execute and manage advertising campaigns and is not primarily responsible for the purchase of advertising inventory, third party data, and other related expenses. Revenue for customers working with the Company on this basis are recorded net of the amount incurred and payable to suppliers for the cost of advertising inventory, third party data and other add-on features, as the Company does not control the purchase nor have pricing discretion with regard to these items. The Company bills clients for their purchases through its platform and the associated platform fees. For the Company’s Direct Access Plus offering, which is used as a higher-touch on-boarding level of service for Direct Access customers who desire greater implementation support, the Company is primarily responsible for the purchase of advertising inventory, third party data, and other related expenses. The Company has therefore determined that the Company serves as a principal and that gross presentation of revenue is appropriate. 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 September 30, 2023 or December 31, 2022. 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 the accompanying Condensed Consolidated Financial Statements. |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. ACCOUNTS RECEIVABLE, Net Accounts receivable, net consisted of the following: September 30, December 31, 2023 2022 Accounts receivable $ 49,309 $ 56,243 Other receivables 40 483 $ 49,349 $ 56,726 Less: allowance for credit losses ( 656 ) ( 699 ) Accounts receivable, net $ 48,693 $ 56,027 The provision for credit losses on accounts receivable was $ 10 and $ 68 for the three months ended September 30, 2023 and 2022, respectively, and $ 10 and $ 240 for the nine months ended September 30, 2023 and 2022, respectively. The following table presents changes in the allowance for credit losses: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 663 $ 537 $ 699 $ 365 Reserve for credit losses 10 68 10 246 Write-offs, net of recoveries ( 17 ) — ( 53 ) ( 6 ) Ending balance $ 656 $ 605 $ 656 $ 605 |
Prepaid Expenses
Prepaid Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | 5. PREPAID EXPENSES Prepaid expenses consisted of the following: September 30, December 31, 2023 2022 Platform operations $ 1,344 $ 876 Software 576 501 Insurance 499 — Other 254 89 Total $ 2,673 $ 1,466 |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, Net Property and equipment, net consisted of the following: September 30, December 31, 2023 2022 Computers and equipment $ 908 $ 949 Less: accumulated depreciation ( 443 ) ( 429 ) Total $ 465 $ 520 Depreciation expense on Property and equipment was $ 48 and $ 51 for the three months ended September 30, 2023 and 2022, respectively, and $ 146 and $ 143 for the nine months ended September 30, 2023 and 2022 , respectively. |
Intangible Assets, Net
Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, Net Intangible assets, net consisted of the following: September 30, 2023 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Software — $ 6,038 $ ( 6,038 ) $ — Capitalized software costs 1.3 14,435 ( 9,890 ) 4,545 Customer relationships 0.3 31,492 ( 30,373 ) 1,119 Trademarks/tradename 3.3 10,195 ( 6,886 ) 3,309 Total $ 62,160 $ ( 53,187 ) $ 8,973 December 31, 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 10,173 ( 7,535 ) 2,638 Customer relationships 1.0 31,492 ( 27,017 ) 4,475 Trademarks/tradename 4.0 10,195 ( 6,125 ) 4,070 Total $ 57,898 $ ( 46,715 ) $ 11,183 Amortization expense was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Platform operations $ 798 $ 549 $ 2,173 $ 1,615 Sales and marketing 1,371 1,370 4,111 4,110 Technology and development 98 — 181 140 General and administrative 2 3 8 7 Total $ 2,269 $ 1,922 $ 6,473 $ 5,872 Total amortization expense for the three months ended September 30, 2023 and 2022 was $ 2,269 and $ 1,922 , respectively, and $ 6,473 and $ 5,872 for the nine months ended September 30, 2023 and 2022, respectively. Amortization expense for capitalized software costs for the three months ended September 30, 2023 and 2022 was $ 896 and $ 549 , respectively, and $ 2,354 and $ 1,614 for the nine months ended September 30, 2023 and 2022, respectively. Estimated future amortization of intangible assets as of September 30, 2023 is as follows: Remainder of 2023 $ 2,285 2024 3,881 2025 1,782 2026 1,016 2027 7 Thereafter 2 Total $ 8,973 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. GOODWILL The Company is a single reporting unit. The goodwill balance as of September 30, 2023 and December 31, 2022 was $ 34,842 . The Company did no t identify a goodwill impairment indicator during the nine months ended September 30, 2023 to necessitate the performance of an interim impairment test. The Company will continue to monitor impairment indicators in future periods, inclusive of its stock price. |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. ACCRUED EXPENSES Accrued expenses consisted of the following: September 30, 2023 December 31, 2022 Campaign costs $ 2,128 $ 4,081 Income taxes 1,852 120 Deferred revenues 430 1,149 Platform operations 373 401 Other 293 473 Total $ 5,076 $ 6,224 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
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 Silicon Valley Bank (“SVB”). The Senior Secured Agreement allows for the Company to borrow up to $ 40,000 in a revolving credit facility (“Revolving Credit Facility”), including a $ 10,000 sub-limit for letters of credit and a swing line sub-limit of $ 10,000 . The Revolving Credit Facility commitment termination date is December 22, 2026 . On March 10, 2023, SVB was seized by regulators and placed under the receivership of the Federal Deposit Insurance Corporation (“FDIC”). Two days after the failure, the FDIC announced jointly with other agencies that all depositors would have full access to their funds the next morning. The FDIC reopened SVB on March 13, 2023 as a newly organized bridge bank, Silicon Valley Bridge Bank, N.A (“SVBB”) and on March 27, 2023, First Citizens Bank acquired SVBB. The Company’s Senior Secured Agreement remains available to the Company with no amendments to the original agreement with SVB, which is now a division of First Citizens Bank. 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 March 31, 2022 and (iii) maintaining certain leverage ratios and liquidity coverage ratios. As of September 30, 2023 and December 31, 2022, the Company was in full compliance with the terms of the Senior Secured Agreement. As of both September 30, 2023 and December 31, 2022 , the Company had one letter of credit for $ 983 . As of September 30, 2023 and December 31, 2022 , there were no amounts drawn on the Revolving Credit Facility. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES For the three months ended September 30, 2023 and 2022, the Company recorded an income tax provision of $ 6,254 and $ 1,095 , respectively, and for the nine months ended September 30, 2023 and 2022, the Company recorded an income tax (provision) benefit of ($ 938 ) and $ 540 , respectively. The annual effective income tax rates before discrete items (“AETR”) for the nine months ended September 30, 2023 and 2022 was 36.1 % and 15.0 %, respectively. The AETR for the nine months ended September 30, 2023 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. The Company did not include any fair value adjustments not reasonably estimable for the full-year in the calculation of its AETR as the full-year impact of these specific items cannot be reasonably projected. 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. |
Equity-Based Compensation
Equity-Based Compensation | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Compensation | 12. EQUITY-BASED COMPENSATION 2021 Long-Term Incentive Plan The Board approved 2021 Long-Term Incentive Plan (the “2021 Plan”) was adopted by the Company’s stockholders on December 21, 2021, initially authorizing the Company to issue 10,131,638 shares of Common Stock. Annually, on each January 1 and through January 1, 2031, the 2021 Plan authorizes the Company to increase the shares available for issuance by an amount equal to the lesser of (a) 5 % of the total number of shares outstanding on the last day of the preceding calendar year or (b) such smaller number of shares as determined by the Company’s Board of Directors. On January 1, 2023, the Company added 4,348,415 shares to the shares available for issuance under the 2021 Plan. As of September 30, 2 023, 6,627,316 shares remained available for issuance pursuant to the 2021 Plan. Stock Option Award Activity For the three months ended September 30, 2023 and 2022, $ 0 a nd $ 62 , respectively, of equity-based compensation expense was recognized related to equity options granted, and for the nine months ended September 30, 2023 and 2022, $ 3 a nd $ 187 , respectively, of the equity-based compensation expense was recognized related to equity options granted. All equity options were fully vested as of July 1, 2023. The following table summarizes stock option activity for the nine months ended September 30, 2023: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2022 6,915,715 $ 0.61 Exercised ( 233,467 ) 0.64 Forfeited ( 18,563 ) 0.74 Outstanding as of September 30, 2023 6,663,685 $ 0.60 Exercisable as of September 30, 2023 6,663,685 $ 0.60 Restricted Stock Units The fair value of Restricted Stock Units (“RSUs”) equals the market value of the Company’s common stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. On May 24, 2023, th e Company granted 5,564,806 RSUs at a fair value of $ 1.51 per s hare to employees and Board members, which consisted of a mix of both time-based and performance-based vesting conditions (“PSUs”). The vesting conditions for the PSUs are based on achievement of revenue targets. Equity-based compensation expense was not recognized on the PSUs for the three and nine months ended September 30, 2023 and 2022, on the basis that achievement of the specified performance targets was not considered probable to be met in the periods. All PSUs granted in the year ended December 31, 2022 were cancelled as of December 31, 2022 due to not obtaining the defined targets of the related grants. For the three months ended September 30, 2023 and 2022 , $ 2,558 , and $ 2,694 of equity-based compensation expense was recognized, and for the nine months ended September 30, 2023 and 2022 , $ 5,823 and $ 8,413 of equity-based compensation expense was recognized, related to RSUs with time-based vesting conditions . The following summarizes RSU activity for the nine months ended September 30, 2023: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2022 2,764,681 $ 9.23 Granted 5,564,806 1.51 Vested ( 1,055,472 ) 9.01 Forfeited ( 169,943 ) 7.83 Outstanding as of September 30, 2023 7,104,072 $ 3.25 Employee Stock Purchase Plan On December 21, 2021, the Company’s stockholders approved the AdTheorent Holding Company, Inc. Employee Stock Purchase Plan (the “ESPP”) and the ESPP became effective on such date with an authorized 2,026,328 shares of common stock (subject to certain adjustments to reflect changes in the Company’s capitalization) are reserved and may be purchased by eligible employees who become participants in the ESPP. The purchase price per share of the common stock is the lesser of 85 % of the fair market value of a share of common stock on the offering date or 85 % of the fair market value of a share of common stock on the purchase date. The first offering period under the ESPP began August 15, 2022 and ended January 14, 2023. Beginning with the second offering period beginning January 14, 2023, each offering period will be six months. Pursuant to the ESPP, on January 1, 2023, the Company added 869,863 shares available for issuance. As of September 30, 2023, there were 2,552,353 shares of common stock available for issuance pursuant to the ESPP. Total compensation expense related to the ESPP was $ 26 and $ 27 for the three months ended September 30, 2023 and 2022, respectively, and $ 98 and $ 27 for the nine months ended September 30, 2023 and 2022, respectively, classified within each applicable operating expense category on the accompanying Consolidated Statements of Operations and in the equity-based compensation table below. The fair value of the purchase rights granted under the ESPP for the offering period beginning July 15, 2023 was $ 0.51 . It was estimated by applying the Black-Scholes Option-Pricing model (“BSM”) to the purchase period in the offering period using the following assumptions: July 15, 2023 Grant price $ 1.50 Expected term 6 months Expected volatility 65.19 % Risk-free interest rate 5.52 % Expected dividend yield 0.00 % Grant price - Closing stock price on the first day of the offering period Expected Term - The expected term is based on the end date of the purchase period of each offering period, which is three months from the commencement of each new offering period. Expected volatility - The expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on the Company’s stock. Risk-free interest rate - The risk-free interest rate is based on a United States (“U.S.”) Treasury rate in effect on the date of grant with a term equal to the expected term. 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Platform operations $ 412 $ 485 $ 919 $ 1,365 Sales and marketing 1,031 920 2,373 2,773 Technology and development 251 424 640 1,448 General and administrative 890 954 1,992 3,041 Total equity-based compensation expense $ 2,584 $ 2,783 $ 5,924 $ 8,627 Equity-based compensation included in capitalized softwa re development costs was $ 113 and $ 0 for the three months ended September 30, 2023 and 2022 , respectively and $ 257 and $ 0 for the nine months ended September 30, 2023 and 2022, respectively. As of September 30, 2023, all stock options were vested and the related compensation cost was fully recognized. As of September 30, 2023, there was $ 15,797 of total unrecognized compensation expense related to the RSUs, which is expected to be recognized over a weighted average period of 1.6 years. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2023 | |
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 stockholders 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 stockholders 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 stockholders having preference, if any. Out of the total authorized commo n stock, 88,206,048 , and 86,968,309 were issued and outstanding as of September 30, 2023 and December 31, 2022, respectively. The Company’s Board is 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 September 30, 2023 and December 31, 2022 , there were no shares of preferred stock issued and outstanding. |
Seller's Earn-Out
Seller's Earn-Out | 9 Months Ended |
Sep. 30, 2023 | |
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 15 – Seller’s Earn-Out included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022 , was determined using a Monte Carlo simulation valuation model using the most reliable information available. Assumptions used in the valuation were as follows: September 30, 2023 December 31, 2022 Stock price $ 1.29 $ 1.66 Dividend yield 0.00 % 0.00 % Volatility 70.00 % 75.00 % Risk-free rate 4.80 % 4.37 % Forecast period (in years) 1.23 1.98 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. Expected Volatility - The expected volatility assumption was determined by examining the Company’s historical volatility, the historical volatilities of a group of industry peers, and the implied volatility from the market price of the Public Warrants. 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 September 30, 2023 . The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of September 30, 2023 and December 31, 2022: Seller's Earn-Out Balance at December 31, 2022 $ 773 Change in fair value ( 750 ) Balance at September 30, 2023 $ 23 Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders as of Close: Equity-based compensation related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders was $ 0 and $ 373 for the three months ended September 30, 2023 and 2022 , respectively, and $ 0 and $ 1,364 for the nine months ended September 30, 2023 and 2022, respectively. The compensation expense was fully recognized in the third quarter of 2022. Equity-based compensation expense related to the Seller’s Earn-Out to Exchanged Option an d Exchanged Unit holders was included in the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Platform operations $ 44 $ 161 Sales and marketing 110 405 Technology and development 37 131 General and administrative 182 667 Total $ 373 $ 1,364 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2023 | |
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: September 30, 2023 December 31, 2022 Exercise Price Expiration Date Public Warrants 10,541,657 10,541,657 $ 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 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 December 21, 2024. Measurement of Public Warrants The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of September 30, 2023 is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ADTHW. Measurement of Private Placement Warrants The Private Placement Warrants are measured at fair value on a recurring basis. As of September 30, 2023, a BSM was used to determine fair value and as of December 31, 2022, a Monte Carlo simulation model is used to determine fair value. The measurement of the Private Placement Warrants is classified as Level 2. The key inputs into the BSM and Monte Carlo simulation model as of September 30, 2023 and December 31, 2022, respectively, for the Private Placement Warrants were as follows: September 30, December 31, 2023 2022 Risk-free interest rate 4.78 % 4.07 % Dividend yield 0.00 % 0.00 % Expected term (years) 3.23 3.98 Expected Volatility 70.00 % 69.50 % Exercise Price $ 11.50 $ 11.50 Stock Price $ 1.29 $ 1.66 The volatility utilized in estimating the fair value of the Company’s Private Placement Warrant liability as of September 30, 2023, was based on a weighted average of the implied volatility, the guideline public company volatility, and the Company’s historical volatility. The implied volatility was calculated from the public warrants and using the Monte Carlo simulation approach. 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. The Company’s historical volatility was estimated based on the historical lookback of AdTheorent’s volatility over the time since the Company was publicly traded. The volatility utilized in estimating the fair value of the Company’s Private Placement Warrant liability as of December 31, 2022, was based on a 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 December 31, 2022, 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 Company’s historical volatility, the historical volatilities of a group of industry peers, and the implied volatility from the market price of the Public Warrants. Warrant liability On September 30, 2023, the fair values of the Public Warrants and Private Placement Warrants outstanding were determined to be $ 0.04 and $ 0.08 per warrant, respectively. On December 31, 2022, the Public Warrants and Private Placement Warrants outstand ing were determined to be $ 0.10 and $ 0.23 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, 2022 $ 1,054 $ 1,244 $ 2,298 Change in valuation inputs or other assumptions ( 632 ) ( 804 ) ( 1,436 ) Fair value as of September 30, 2023 $ 422 $ 440 $ 862 |
Symetryml and Symetryml Holding
Symetryml and Symetryml Holdings | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Symetryml and Symetryml Holdings | 16. SYMETRYML AND SYMETRYML HOLDINGS SymetryML Holdings, LLC (“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 in SymetryML Holdings 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 (“D econsolidation”), 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 was recorded within Other Income on the Company’s Condensed Consolidated Statements of Operations for the nine months ended September 30, 2022. The following table shows the amounts related to the accounting for the Deconsolidation: For the Nine Months Ended September 30, 2022 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 September 30, 2023 or December 31, 2022. 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 investment 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 $ 636 and $ 789 a s of September 30, 2023 and December 31, 2022, 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. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. 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: September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 636 $ 636 Total assets $ — $ — $ 636 $ 636 Liabilities: Public warrants(1) $ 422 $ — $ — $ 422 Private placement warrants(1) — 440 — 440 Seller's Earn-Out(1) — — 23 23 Total liabilities $ 422 $ 440 $ 23 $ 885 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 789 $ 789 Total assets $ — $ — $ 789 $ 789 Liabilities: Public warrants(1) $ 1,054 $ — $ — $ 1,054 Private placement warrants(1) — 1,244 — 1,244 Seller's Earn-Out(1) — — 773 773 Total liabilities $ 1,054 $ 1,244 $ 773 $ 3,071 (1) Refe r to Note 15 — Seller's Earn-Out and Note 16 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, for further i nformation about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refe r to Note 16 — SymetryML and SymetryML Holdings belo w for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. The following tables present a rollforward of the Company's assets and liabilities classified as Level 3 for nine months ended September 30, 2023 and 2022. Nine Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2022 $ 789 $ 773 Measurement adjustments ( 153 ) ( 750 ) Balance as of September 30, 2023 $ 636 $ 23 Nine Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2021 $ — $ 18,081 Additions 861 — Measurement adjustments ( 49 ) ( 15,664 ) Balance as of September 30, 2022 $ 812 $ 2,417 |
(Loss) Earnings Per Share
(Loss) Earnings Per Share | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
(LOSS) EARNINGS PER SHARE | 18. (LOSS) EARNINGS PER SHARE The computation of net (loss) income per share was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net (loss) income attributable to AdTheorent Holding Company, Inc. $ ( 4,194 ) $ 5,725 $ ( 1,335 ) $ 21,762 Weighted-average common shares outstanding - basic 88,175,813 86,492,025 87,869,345 86,003,514 Effect of dilutive equity-based awards — 5,630,396 — 6,882,337 Weighted-average common shares outstanding - diluted 88,175,813 92,122,421 87,869,345 92,885,851 (Loss) earnings per share: Basic $ ( 0.05 ) $ 0.07 $ ( 0.02 ) $ 0.25 Diluted $ ( 0.05 ) $ 0.06 $ ( 0.02 ) $ 0.23 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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options 6,663,685 1,541,098 6,663,685 565,303 Restricted stock units 6,066,092 2,840,126 6,066,092 2,563,980 Public warrants 10,541,657 10,541,657 10,541,657 10,541,657 Private placement warrants (1) 5,432,237 5,432,237 5,432,237 5,432,237 Seller's Earn-Out 6,785,714 6,785,714 6,785,714 6,785,714 Sponsor Earn-Out 598,875 598,875 598,875 598,875 Total 36,088,260 27,739,707 36,088,260 26,487,766 (1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 19. LEASES The Company has operating lease agreements for office space in the U.S. With the exception of the New York headquarters office lease, the Company’s leases expire at various times through July 2025 and certain leases may be extended at the Company’s option. The New York headquarters office lease expires in 2028 . The C ompany 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 Sheets. 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 nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 246 $ 257 $ 745 $ 729 Short term lease cost $ 140 $ 49 $ 404 $ 98 Variable lease cost $ — $ — $ — $ — Supplemental cash flow information related to the Company’s operating leases for the nine months ended September 30, 2023 and 2022 were as follows: Nine Months Ended September 30, 2023 2022 Operating cash flows used for operating leases $ 1,116 $ 998 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 September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) 4.88 5.59 Weighted average discount rate (%) 3.25 % 3.25 % Approximate future minimum lease payments for the Company’s operating leases are as follows as of September 30, 2023: September 30, 2023 Remainder of 2023 $ 368 2024 1,441 2025 1,433 2026 1,415 2027 1,364 Thereafter 1,023 Total operating lease payments 7,044 Less: Imputed interest ( 526 ) Total operating lease liabilities $ 6,518 In connection with one lease agreement, the Company maintains a letter of credit in the total amount of $ 983 as of both September 30, 2023 and December 31, 2022 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
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 September 30, 2023 and for the three and nine months ended September 30, 2023 and 2022. The Condensed Consolidated Balance Sheet as of December 31, 2022, 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, 2022 , 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. |
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 nine months ended September 30, 2023, as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2022 , except as detailed below. |
Accounts Receivable and Allowance for Credit Losses (formerly Allowance for Doubtful Accounts) | Accounts Receivable and Allowance for Credit Losses (formerly Allowance for Doubtful Accounts) Accounts receivable are recorded at the invoiced amount, are unsecured, and do not bear interest. The allowance for credit losses is based on the best estimate of the amount of probable credit losses in existing accounts receivable. The Company reviews the allowance for credit losses on a quarterly basis. The allowance for credit losses is determined based on historical collection experience, the review in each period of the status of the then outstanding accounts receivable , while taking into consideration current customer information, and other macroeconomic and industry factors. Account balances are written off against the allowance when the Company believes it is probable the receivable will not be recovered. |
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. 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 has determined the adoption did not have a material impact 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 adopted this ASU effective January 1, 2023 . The adoption of this ASU did not have a material impact on the Company’s Condensed Consolidated Financial Statements. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Receivables [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following: September 30, December 31, 2023 2022 Accounts receivable $ 49,309 $ 56,243 Other receivables 40 483 $ 49,349 $ 56,726 Less: allowance for credit losses ( 656 ) ( 699 ) Accounts receivable, net $ 48,693 $ 56,027 |
Schedule of Changes in Allowance for credit losses | The following table presents changes in the allowance for credit losses: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Beginning balance $ 663 $ 537 $ 699 $ 365 Reserve for credit losses 10 68 10 246 Write-offs, net of recoveries ( 17 ) — ( 53 ) ( 6 ) Ending balance $ 656 $ 605 $ 656 $ 605 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consisted of the following: September 30, December 31, 2023 2022 Platform operations $ 1,344 $ 876 Software 576 501 Insurance 499 — Other 254 89 Total $ 2,673 $ 1,466 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, December 31, 2023 2022 Computers and equipment $ 908 $ 949 Less: accumulated depreciation ( 443 ) ( 429 ) Total $ 465 $ 520 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: September 30, 2023 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Software — $ 6,038 $ ( 6,038 ) $ — Capitalized software costs 1.3 14,435 ( 9,890 ) 4,545 Customer relationships 0.3 31,492 ( 30,373 ) 1,119 Trademarks/tradename 3.3 10,195 ( 6,886 ) 3,309 Total $ 62,160 $ ( 53,187 ) $ 8,973 December 31, 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 10,173 ( 7,535 ) 2,638 Customer relationships 1.0 31,492 ( 27,017 ) 4,475 Trademarks/tradename 4.0 10,195 ( 6,125 ) 4,070 Total $ 57,898 $ ( 46,715 ) $ 11,183 |
Summary of Amortization Expense | Amortization expense was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Platform operations $ 798 $ 549 $ 2,173 $ 1,615 Sales and marketing 1,371 1,370 4,111 4,110 Technology and development 98 — 181 140 General and administrative 2 3 8 7 Total $ 2,269 $ 1,922 $ 6,473 $ 5,872 |
Schedule of Future Amortization of Intangible Assets | Estimated future amortization of intangible assets as of September 30, 2023 is as follows: Remainder of 2023 $ 2,285 2024 3,881 2025 1,782 2026 1,016 2027 7 Thereafter 2 Total $ 8,973 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: September 30, 2023 December 31, 2022 Campaign costs $ 2,128 $ 4,081 Income taxes 1,852 120 Deferred revenues 430 1,149 Platform operations 373 401 Other 293 473 Total $ 5,076 $ 6,224 |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2023: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2022 6,915,715 $ 0.61 Exercised ( 233,467 ) 0.64 Forfeited ( 18,563 ) 0.74 Outstanding as of September 30, 2023 6,663,685 $ 0.60 Exercisable as of September 30, 2023 6,663,685 $ 0.60 |
Summary of RSU Activity | The following summarizes RSU activity for the nine months ended September 30, 2023: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2022 2,764,681 $ 9.23 Granted 5,564,806 1.51 Vested ( 1,055,472 ) 9.01 Forfeited ( 169,943 ) 7.83 Outstanding as of September 30, 2023 7,104,072 $ 3.25 |
Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions | It was estimated by applying the Black-Scholes Option-Pricing model (“BSM”) to the purchase period in the offering period using the following assumptions: July 15, 2023 Grant price $ 1.50 Expected term 6 months Expected volatility 65.19 % Risk-free interest rate 5.52 % Expected dividend yield 0.00 % |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Platform operations $ 412 $ 485 $ 919 $ 1,365 Sales and marketing 1,031 920 2,373 2,773 Technology and development 251 424 640 1,448 General and administrative 890 954 1,992 3,041 Total equity-based compensation expense $ 2,584 $ 2,783 $ 5,924 $ 8,627 |
Seller's Earn-Out (Tables)
Seller's Earn-Out (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Options | It was estimated by applying the Black-Scholes Option-Pricing model (“BSM”) to the purchase period in the offering period using the following assumptions: July 15, 2023 Grant price $ 1.50 Expected term 6 months Expected volatility 65.19 % Risk-free interest rate 5.52 % Expected dividend yield 0.00 % |
Seller's Earn-Out | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Options | Assumptions used in the valuation were as follows: September 30, 2023 December 31, 2022 Stock price $ 1.29 $ 1.66 Dividend yield 0.00 % 0.00 % Volatility 70.00 % 75.00 % Risk-free rate 4.80 % 4.37 % Forecast period (in years) 1.23 1.98 |
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 September 30, 2023 and December 31, 2022: Seller's Earn-Out Balance at December 31, 2022 $ 773 Change in fair value ( 750 ) Balance at September 30, 2023 $ 23 |
Equity based Compensation Expense Related to the Sellers Earn Out to Exchanged Option and Exchanged Unit holders | Equity-based compensation expense related to the Seller’s Earn-Out to Exchanged Option an d Exchanged Unit holders was included in the Company’s Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2022 as follows: Three Months Ended Nine Months Ended September 30, 2022 September 30, 2022 Platform operations $ 44 $ 161 Sales and marketing 110 405 Technology and development 37 131 General and administrative 182 667 Total $ 373 $ 1,364 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: September 30, 2023 December 31, 2022 Exercise Price Expiration Date Public Warrants 10,541,657 10,541,657 $ 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 BSM and Monte Carlo simulation model as of September 30, 2023 and December 31, 2022, respectively, for the Private Placement Warrants were as follows: September 30, December 31, 2023 2022 Risk-free interest rate 4.78 % 4.07 % Dividend yield 0.00 % 0.00 % Expected term (years) 3.23 3.98 Expected Volatility 70.00 % 69.50 % Exercise Price $ 11.50 $ 11.50 Stock Price $ 1.29 $ 1.66 |
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, 2022 $ 1,054 $ 1,244 $ 2,298 Change in valuation inputs or other assumptions ( 632 ) ( 804 ) ( 1,436 ) Fair value as of September 30, 2023 $ 422 $ 440 $ 862 |
Symetryml and Symetryml Holdi_2
Symetryml and Symetryml Holdings (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Summary of Amounts Related to Accounting Deconsolidation Transaction | The following table shows the amounts related to the accounting for the Deconsolidation: For the Nine Months Ended September 30, 2022 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 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
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: September 30, 2023 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 636 $ 636 Total assets $ — $ — $ 636 $ 636 Liabilities: Public warrants(1) $ 422 $ — $ — $ 422 Private placement warrants(1) — 440 — 440 Seller's Earn-Out(1) — — 23 23 Total liabilities $ 422 $ 440 $ 23 $ 885 December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 789 $ 789 Total assets $ — $ — $ 789 $ 789 Liabilities: Public warrants(1) $ 1,054 $ — $ — $ 1,054 Private placement warrants(1) — 1,244 — 1,244 Seller's Earn-Out(1) — — 773 773 Total liabilities $ 1,054 $ 1,244 $ 773 $ 3,071 (1) Refe r to Note 15 — Seller's Earn-Out and Note 16 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, for further i nformation about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refe r to Note 16 — 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 tables present a rollforward of the Company's assets and liabilities classified as Level 3 for nine months ended September 30, 2023 and 2022. Nine Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2022 $ 789 $ 773 Measurement adjustments ( 153 ) ( 750 ) Balance as of September 30, 2023 $ 636 $ 23 Nine Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2021 $ — $ 18,081 Additions 861 — Measurement adjustments ( 49 ) ( 15,664 ) Balance as of September 30, 2022 $ 812 $ 2,417 |
(Loss) Earnings Per Share (Tabl
(Loss) Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Income Per Share | The computation of net (loss) income per share was as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Net (loss) income attributable to AdTheorent Holding Company, Inc. $ ( 4,194 ) $ 5,725 $ ( 1,335 ) $ 21,762 Weighted-average common shares outstanding - basic 88,175,813 86,492,025 87,869,345 86,003,514 Effect of dilutive equity-based awards — 5,630,396 — 6,882,337 Weighted-average common shares outstanding - diluted 88,175,813 92,122,421 87,869,345 92,885,851 (Loss) earnings per share: Basic $ ( 0.05 ) $ 0.07 $ ( 0.02 ) $ 0.25 Diluted $ ( 0.05 ) $ 0.06 $ ( 0.02 ) $ 0.23 |
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 September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Stock options 6,663,685 1,541,098 6,663,685 565,303 Restricted stock units 6,066,092 2,840,126 6,066,092 2,563,980 Public warrants 10,541,657 10,541,657 10,541,657 10,541,657 Private placement warrants (1) 5,432,237 5,432,237 5,432,237 5,432,237 Seller's Earn-Out 6,785,714 6,785,714 6,785,714 6,785,714 Sponsor Earn-Out 598,875 598,875 598,875 598,875 Total 36,088,260 27,739,707 36,088,260 26,487,766 (1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the three and nine months ended September 30, 2023 and 2022 were as follows: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Operating lease cost $ 246 $ 257 $ 745 $ 729 Short term lease cost $ 140 $ 49 $ 404 $ 98 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 nine months ended September 30, 2023 and 2022 were as follows: Nine Months Ended September 30, 2023 2022 Operating cash flows used for operating leases $ 1,116 $ 998 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 September 30, 2023 and December 31, 2022 were as follows: September 30, 2023 December 31, 2022 Weighted average remaining lease term (years) 4.88 5.59 Weighted average discount rate (%) 3.25 % 3.25 % |
Summary of Future Minimum Lease Payments | Approximate future minimum lease payments for the Company’s operating leases are as follows as of September 30, 2023: September 30, 2023 Remainder of 2023 $ 368 2024 1,441 2025 1,433 2026 1,415 2027 1,364 Thereafter 1,023 Total operating lease payments 7,044 Less: Imputed interest ( 526 ) Total operating lease liabilities $ 6,518 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) | Sep. 30, 2023 |
ASU 2019-12 | |
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 | Dec. 15, 2022 |
Change in accounting principle, accounting standards update, immaterial effect | true |
ASU 2016-13 | |
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, 2023 |
Change in accounting principle, accounting standards update, immaterial effect | true |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivable | $ 49,309 | $ 56,243 |
Other receivables | 40 | 483 |
Accounts and other receivables, Gross | 49,349 | 56,726 |
Less: allowance for credit losses | (656) | (699) |
Accounts receivable, net | $ 48,693 | $ 56,027 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Receivables [Abstract] | ||||
Provision for credit losses | $ 10 | $ 68 | $ 10 | $ 240 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Receivables [Abstract] | ||||
Beginning balance | $ 663 | $ 537 | $ 699 | $ 365 |
Reserve for credit losses | 10 | 68 | 10 | 246 |
Write-offs, net of recoveries | (17) | 0 | (53) | (6) |
Ending balance | $ 656 | $ 605 | $ 656 | $ 605 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Platform operations | $ 1,344 | $ 876 |
Insurance | 499 | 0 |
Software | 576 | 501 |
Other | 254 | 89 |
Total | $ 2,673 | $ 1,466 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated depreciation | $ (443) | $ (429) |
Total | 465 | 520 |
Computers and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net, gross | $ 908 | $ 949 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 48 | $ 51 | $ 146 | $ 143 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 62,160 | $ 57,898 |
Accumulated amortization | (53,187) | (46,715) |
Net carrying amount | $ 8,973 | $ 11,183 |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 0 years | 0 years |
Gross amount | $ 6,038 | $ 6,038 |
Accumulated amortization | (6,038) | (6,038) |
Net carrying amount | $ 0 | $ 0 |
Capitalized Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 1 year 3 months 18 days | 1 year 1 month 6 days |
Gross amount | $ 14,435 | $ 10,173 |
Accumulated amortization | (9,890) | (7,535) |
Net carrying amount | $ 4,545 | $ 2,638 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 3 months 18 days | 1 year |
Gross amount | $ 31,492 | $ 31,492 |
Accumulated amortization | (30,373) | (27,017) |
Net carrying amount | $ 1,119 | $ 4,475 |
Trademarks/tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 3 years 3 months 18 days | 4 years |
Gross amount | $ 10,195 | $ 10,195 |
Accumulated amortization | (6,886) | (6,125) |
Net carrying amount | $ 3,309 | $ 4,070 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 2,269 | $ 1,922 | $ 6,473 | $ 5,872 |
Platform Operations | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 798 | 549 | 2,173 | 1,615 |
Sales and Marketing | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 1,371 | 1,370 | 4,111 | 4,110 |
Technology and Development | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | 98 | 0 | 181 | 140 |
General and Administrative Expense | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Amortization expense | $ 2 | $ 3 | $ 8 | $ 7 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense for Capitalized software costs | $ 896 | $ 549 | $ 2,354 | $ 1,614 |
Amortization expense | $ 2,269 | $ 1,922 | $ 6,473 | $ 5,872 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 2,285 | |
2024 | 3,881 | |
2025 | 1,782 | |
2026 | 1,016 | |
2027 | 7 | |
Thereafter | 2 | |
Net carrying amount | $ 8,973 | $ 11,183 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of reporting units | Segment | 1 | |
Goodwill | $ 34,842,000 | $ 34,842,000 |
Impairment of goodwill | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Campaign costs | $ 2,128 | $ 4,081 |
Income taxes | 1,852 | 120 |
Deferred revenues | 430 | 1,149 |
Platform operations | 373 | 401 |
Other | 293 | 473 |
Total | $ 5,076 | $ 6,224 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Dec. 22, 2021 | Sep. 30, 2023 | Dec. 31, 2022 |
Letters of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 983,000 | $ 983,000 | |
Senior Secured Agreement | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Dec. 22, 2026 | ||
Senior Secured Agreement | Letters of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | 983,000 | 983,000 | |
Senior Secured Agreement | Letters of Credit | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Senior Secured Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 0 | $ 0 | |
Senior Secured Agreement | Revolving Credit Facility | Maximum | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 40,000,000 | ||
Senior Secured Agreement | Swing Line Loans | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ (6,254) | $ (1,095) | $ (938) | $ 540 |
Annual effective income tax rates | 36.10% | 15% | ||
Statutory income tax rate | 21% |
Equity-Based Compensation - Add
Equity-Based Compensation - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
May 24, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 15, 2023 | Jun. 30, 2023 | Jan. 01, 2023 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Options available for grant | 4,348,415 | ||||||||
Compensation expense | $ 5,924,000 | $ 8,627,000 | |||||||
Capitalized Software Development Costs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Compensation expense | $ 113,000 | $ 0 | 257,000 | 0 | |||||
Stock Option | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Compensation expense | 0 | 62,000 | $ 3,000 | 187,000 | |||||
RSUs | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Share-based compensation, equity instruments other than options, granted | 5,564,806 | 5,564,806 | |||||||
Share-based payment award, equity instruments other than options, granted, fair value per unit | $ 1.51 | $ 1.51 | |||||||
Compensation expense | 2,558,000 | 2,694,000 | $ 5,823,000 | 8,413,000 | |||||
Total unrecognized compensation expense | $ 15,797,000 | $ 15,797,000 | |||||||
Total unrecognized compensation cost, expected weighted average period | 1 year 7 months 6 days | ||||||||
2021 Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Number of common units, authorized | 10,131,638 | 10,131,638 | |||||||
Annual increase in number of shares reserved for issuance percent | 5% | ||||||||
Options available for grant | 6,627,316 | 6,627,316 | |||||||
Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of fair markets value of common stock share on offering date | 85% | ||||||||
Percentage of fair market value of common stock share on purchase date | 85% | ||||||||
Compensation expense | $ 26,000 | $ 27,000 | $ 0 | $ 27,000 | |||||
Fair value of purchase rights granted | $ 510 | ||||||||
Aggregate number of common stock shares reserved for future issuance | 2,552,353 | 869,863 | 2,026,328 |
Equity-Based Compensation - Sum
Equity-Based Compensation - Summary of Stock Option Activity (Details) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options, Outstanding, Beginning balance | shares | 6,915,715 |
Stock Options, Exercised | shares | (233,467) |
Stock Options, Forfeited | shares | (18,563) |
Stock Options, Outstanding, Ending balance | shares | 6,663,685 |
Stock Options, Exercisable | shares | 6,663,685 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.61 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.64 |
Weighted Average Exercise Price, Forfeited | $ / shares | 0.74 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 0.6 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.6 |
Equity-Based Compensation - S_2
Equity-Based Compensation - Summary of RSU Activity (Details) - RSUs - $ / shares | 9 Months Ended | |
May 24, 2023 | Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Restricted Stock Units, Outstanding, Beginning of the year | 2,764,681 | |
Equity Option Awards, Granted | 5,564,806 | 5,564,806 |
Restricted Stock Units, Vested | (1,055,472) | |
Restricted Stock Units, Forfeited | (169,943) | |
Restricted Stock Units, Outstanding, End of the year | 7,104,072 | |
Weighted Average Grant-Date Fair Value per Unit, Nonvested Beginning of the year | $ 9.23 | |
Weighted Average Grant-Date Fair Value per Unit, Granted | $ 1.51 | 1.51 |
Weighted Average Grant-Date Fair Value per Unit, Vested | 9.01 | |
Weighted Average Grant-Date Fair Value per Unit, Forfeited | 7.83 | |
Weighted Average Grant-Date Fair Value per Unit, Nonvested End of the year | $ 3.25 |
Equity-Based Compensation - S_3
Equity-Based Compensation - Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions (Details) | Jul. 15, 2023 $ / shares |
Share-Based Payment Arrangement [Abstract] | |
Grant price | $ 1.5 |
Expected term | 6 months |
Expected volatility | 65.19% |
Risk-free interest rate | 5.52% |
Expected dividend yield | 0% |
Equity-Based Compensation - S_4
Equity-Based Compensation - Summary of Total Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 2,584 | $ 2,783 | $ 5,924 | $ 8,627 |
Platform Operations | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 412 | 485 | 919 | 1,365 |
Sales and Marketing | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 1,031 | 920 | 2,373 | 2,773 |
Technology and Development | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | 251 | 424 | 640 | 1,448 |
General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total equity-based compensation expense | $ 890 | $ 954 | $ 1,992 | $ 3,041 |
Equity - Additional Information
Equity - Additional Information (Details) - shares | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | 88,206,048 | 86,968,309 |
Common stock, shares outstanding | 88,206,048 | 86,968,309 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Stock Price | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.29 | 1.66 |
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 | 70 | 75 |
Risk-free Rate | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.8 | 4.37 |
Forecast Period (in years) | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.23 | 1.98 |
Seller's Earn-Out - Schedule _2
Seller's Earn-Out - Schedule of Change in Fair Value (Details) - Seller's Earn-Out $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Fair value as of beginning balance | $ 773 |
Change in fair value | (750) |
Fair value as of ending balance | $ 23 |
Seller's Earn-Out - Additional
Seller's Earn-Out - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Seller's Earn-Out equity-based compensation | $ 0 | $ 1,364 | ||
Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Seller's Earn-Out equity-based compensation | $ 0 | $ 373 | $ 0 | $ 1,364 |
Seller's Earn-Out - Equity base
Seller's Earn-Out - Equity based Compensation Expense Related to the Sellers Earn Out to Exchanged Option and Exchanged U (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | $ 2,584 | $ 2,783 | $ 5,924 | $ 8,627 |
Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 373 | 1,364 | ||
Platform Operations | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 412 | 485 | 919 | 1,365 |
Platform Operations | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 44 | 161 | ||
Sales and Marketing | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 1,031 | 920 | 2,373 | 2,773 |
Sales and Marketing | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 110 | 405 | ||
Technology and Development | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 251 | 424 | 640 | 1,448 |
Technology and Development | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | 37 | 131 | ||
General and Administrative Expense | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | $ 890 | 954 | $ 1,992 | 3,041 |
General and Administrative Expense | Seller's Earn-Out | ||||
Business Acquisition [Line Items] | ||||
Total equity-based compensation expense | $ 182 | $ 667 |
Warrants - Summary of Number of
Warrants - Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price (Details) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 10,541,657 | 10,541,657 |
Exercise Price | $ 11.5 | |
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 | $ 11.5 | |
Expiration Date | Dec. 21, 2026 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 9 Months Ended | |
Sep. 30, 2023 Item $ / shares shares | Dec. 31, 2022 $ / shares shares | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share | $ 11.5 | |
Warrants Outstanding | shares | 10,541,657 | 10,541,657 |
Price per warrant outstanding | $ 0.04 | $ 0.1 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share | $ 11.5 | |
Warrants Outstanding | shares | 5,432,237 | 5,432,237 |
Price per warrant outstanding | $ 0.08 | $ 0.23 |
Private Placement Warrants | 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 | |
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 |
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 | Sep. 30, 2023 yr | Dec. 31, 2022 yr |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 4.78 | 4.07 |
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 | 3.23 | 3.98 |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 70 | 69.5 |
Exercise Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 |
Stock Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.29 | 1.66 |
Warrants - Schedule of Changes
Warrants - Schedule of Changes in Fair Value of Public and Private Placement Warrants (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | $ 1,054 |
Change in valuation inputs or other assumptions | (632) |
Fair value as of ending balance | 422 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | 1,244 |
Change in valuation inputs or other assumptions | (804) |
Fair value as of ending balance | 440 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | 2,298 |
Change in valuation inputs or other assumptions | (1,436) |
Fair value as of ending balance | $ 862 |
Symetryml and Symetryml Holdi_3
Symetryml and Symetryml Holdings - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Gain on deconsolidation of SymetryML | $ 1,939 | |||
SymetryML Holdings | ||||
Class of Stock [Line Items] | ||||
Percentage of interests owned by noncontrolling interests | 0% | 0% | ||
Gain on deconsolidation of SymetryML | $ 1,939 | |||
Remeasurement of retained noncontrolling investment of fair value | $ 541 | |||
Fair value of retained investment | $ 636 | $ 789 | ||
SymetryML Holdings | Other Income | ||||
Class of Stock [Line Items] | ||||
Gain on deconsolidation of SymetryML | $ 1,939 | |||
Class A Common Stock | SymetryML Holdings | Non Controlling Members Interest | ||||
Class of Stock [Line Items] | ||||
Percentage of interest owned by employees | 50% | |||
Class B Common Stock | SymetryML Holdings | Employees | Non Controlling Members Interest | ||||
Class of Stock [Line Items] | ||||
Percentage of interest owned by employees | 50% |
Symetryml and Symetryml Holdi_4
Symetryml and Symetryml Holdings - Summary of Amounts Related to Accounting for Deconsolidation Transaction (Details) $ in Thousands | 9 Months Ended |
Sep. 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 |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured On Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | $ 862 | $ 2,298 | |
Fair Value, Recurring | |||
Assets: | |||
Total assets | 636 | 789 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 885 | 3,071 | |
Level 1 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 422 | 1,054 | |
Level 2 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 440 | 1,244 | |
Level 3 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 636 | 789 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 23 | 773 | |
Public Warrants | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 422 | 1,054 |
Public Warrants | Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 422 | 1,054 |
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] | 440 | 1,244 |
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] | 440 | 1,244 |
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] | 23 | 773 |
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] | 23 | 773 |
Investment in SymetryML Holdings | Fair Value, Recurring | |||
Assets: | |||
Total assets | [2] | 636 | 789 |
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] | $ 636 | $ 789 |
[1] Refe r to Note 15 — Seller's Earn-Out and Note 16 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2022, for further i nformation about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. Refe r to Note 16 — 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 - Summa
Fair Value Measurements - Summary of Rollforward of Assets and Liabilities Classified as Level 3 (Details) - Level 3 - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Seller's Earn-Out Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 773 | $ 18,081 |
Additions | 0 | |
Measurement adjustments | (750) | (15,664) |
Ending Balance | 23 | 2,417 |
Investment in SymetryML Holdings | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 789 | 0 |
Additions | 861 | |
Measurement adjustments | (153) | (49) |
Ending Balance | $ 636 | $ 812 |
(Loss) Earnings Per Share - Sch
(Loss) Earnings Per Share - Schedule of Computation of Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net (loss) income attributable to AdTheorent Holding Company, Inc. | $ (4,194) | $ 5,725 | $ (1,335) | $ 21,762 |
Weighted-average common shares outstanding - basic | 88,175,813 | 86,492,025 | 87,869,345 | 86,003,514 |
Effect of dilutive equity-based awards | 0 | 5,630,396 | 0 | 6,882,337 |
Weighted-average common shares outstanding - diluted | 88,175,813 | 92,122,421 | 87,869,345 | 92,885,851 |
Basic | $ (0.05) | $ 0.07 | $ (0.02) | $ 0.25 |
Diluted | $ (0.05) | $ 0.06 | $ (0.02) | $ 0.23 |
(Loss) Earnings Per Share - Sum
(Loss) Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 36,088,260 | 27,739,707 | 36,088,260 | 26,487,766 |
Stock Options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 6,663,685 | 1,541,098 | 6,663,685 | 565,303 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 6,066,092 | 2,840,126 | 6,066,092 | 2,563,980 |
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 | 10,541,657 | 10,541,657 | 10,541,657 |
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 | 5,432,237 | 5,432,237 | 5,432,237 |
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 | 6,785,714 | 6,785,714 | 6,785,714 |
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 | 598,875 | 598,875 | 598,875 |
(Loss) Earnings Per Share - S_2
(Loss) Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities (Parenthetical) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share, shares | 36,088,260 | 27,739,707 | 36,088,260 | 26,487,766 |
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 | 5,432,237 | 5,432,237 | 5,432,237 |
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 | 551,096 | 551,096 | 551,096 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 246 | $ 257 | $ 745 | $ 729 |
Short term lease cost | 140 | 49 | 404 | 98 |
Variable lease cost | $ 0 | $ 0 | $ 0 | $ 0 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating cash flows used for operating leases | $ 1,116 | $ 998 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 0 | $ 214 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Operating Leases (Details) | Sep. 30, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 4 years 10 months 17 days | 5 years 7 months 2 days |
Weighted average discount rate (%) | 3.25% | 3.25% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
Remainder of 2023 | $ 368 |
2024 | 1,441 |
2025 | 1,433 |
2026 | 1,415 |
2027 | 1,364 |
Thereafter | 1,023 |
Total operating lease payments | 7,044 |
Less: Imputed interest | (526) |
Total operating lease liabilities | $ 6,518 |