Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 08, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | AdTheorent Holding Company, Inc. | ||
Entity Central Index Key | 0001838672 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Financial Statement Error Correction Flag | false | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Common Stock, Shares Outstanding | 90,904,308 | ||
Entity Interactive Data Current | Yes | ||
Entity File Number | 001-40116 | ||
ICFR Auditor Attestation Flag | false | ||
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 Annual Report | true | ||
Document Transition Report | false | ||
Entity Public Float | $ 54,569,007 | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the Securities and Exchange Commission, or an amendment to Form 10-K to be filed not later than 120 days from the end of the registrant’s most recent fiscal year, are incorporated by reference into Part III of this Annual Report on Form 10-K. | ||
Auditor Name | BDO USA, P.C. | ||
Auditor Location | New York, NY | ||
Auditor Firm ID | 243 | ||
Common Stock, Par Value $0.0001 Per Share | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Common stock, par value $0.0001 per share | ||
Trading Symbol | ADTH | ||
Security Exchange Name | NASDAQ | ||
Warrants to Purchase Common Stock | |||
Document Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase common stock | ||
Trading Symbol | ADTHW | ||
Security Exchange Name | NASDAQ |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 70,261 | $ 72,579 |
Accounts receivable, net | 71,288 | 56,027 |
Income tax recoverable | 177 | 145 |
Prepaid expenses | 4,515 | 1,466 |
Total current assets | 146,241 | 130,217 |
Property and equipment, net | 457 | 520 |
Operating lease right-of-use asset | 5,085 | 5,732 |
Investment in SymetryML Holdings | 628 | 789 |
Customer relationships, net | 0 | 4,475 |
Other intangible assets, net | 7,969 | 6,708 |
Goodwill | 34,842 | 34,842 |
Deferred income taxes, net | 10,575 | 6,962 |
Other assets | 299 | 359 |
Total assets | 206,096 | 190,604 |
Current liabilities | ||
Accounts payable | 17,910 | 9,479 |
Accrued compensation | 10,483 | 8,939 |
Accrued expenses | 4,994 | 6,224 |
Operating lease liabilities, current | 1,421 | 1,265 |
Total current liabilities | 34,808 | 25,907 |
Warrants | 967 | 2,298 |
Seller's Earn-Out | 10 | 773 |
Operating lease liabilities, non-current | 5,141 | 6,201 |
Total liabilities | 40,926 | 35,179 |
Commitments and contingencies (Note 20) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of December 31, 2023 and December 31, 2022 | ||
Common stock, $0.0001 par value, 350,000,000 shares authorized; 88,464.048 and 86,968,309 shares issued and outstanding as of December 31, 2023 and 2022, respectively | 9 | 9 |
Additional paid-in capital | 93,304 | 83,566 |
Retained earnings | 71,857 | 71,850 |
Total stockholders' equity | 165,170 | 155,425 |
Total liabilities and stockholders' equity | $ 206,096 | $ 190,604 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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 | 88,464,048 | 86,968,309 |
Common stock, shares outstanding | 88,464,048 | 86,968,309 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 170,809 | $ 166,082 |
Operating expenses: | ||
Platform operations | 89,145 | 83,444 |
Sales and marketing | 45,769 | 44,018 |
Technology and development | 20,824 | 16,644 |
General and administrative | 17,821 | 20,697 |
Total operating expenses | 173,559 | 164,803 |
(Loss) income from operations | (2,750) | 1,279 |
Interest income, net | 2,465 | 263 |
Gain on change in fair value of Seller's Earn-Out | 763 | 17,308 |
Gain on change in fair value of warrants | 1,331 | 9,868 |
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 | (161) | (72) |
Other expense, net | (49) | (21) |
Total other income, net | 4,349 | 28,497 |
Net income before provision for income taxes | 1,599 | 29,776 |
Provision for income taxes | (1,592) | (988) |
Net income | 7 | 28,788 |
Less: Net loss attributable to noncontrolling interest | 0 | 550 |
Net income attributable to AdTheorent Holding Company, Inc. | $ 7 | $ 29,338 |
Earnings per share: | ||
Basic | $ 0 | $ 0.34 |
Diluted | $ 0 | $ 0.32 |
Weighted-average common shares outstanding: | ||
Basic | 87,984,917 | 86,222,972 |
Diluted | 92,465,503 | 92,621,822 |
CONSOLIDATED STATEMENTS OF EQUI
CONSOLIDATED STATEMENTS OF EQUITY - 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 | 11,188 | 11,188 | |||
Sellers Earn-Out Adjustments | 1,364 | 1,364 | |||
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) | |||
Exercises of options | $ 459 | 459 | |||
Exercises of options (in shares) | 794,506 | 794,506 | |||
Exercises of warrants (in shares) | 10 | ||||
Transaction cost adjustment | $ 55 | 55 | |||
Vesting of restricted stock, net of shares withheld for taxes | (278) | (278) | |||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 429,799 | ||||
Net income (loss) | 28,788 | 29,338 | $ (550) | ||
Balance at the end at Dec. 31, 2022 | 155,425 | $ 9 | 83,566 | 71,850 | |
Balance at the end (in shares) at Dec. 31, 2022 | 86,968,309 | ||||
Equity-based compensation | 9,583 | 9,583 | |||
Exercises of options | $ 306 | 306 | |||
Exercises of options (in shares) | 501,331 | 491,467 | |||
Vesting of restricted stock, net of shares withheld for taxes | $ (466) | (466) | |||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 771,867 | ||||
Shares issued under employee stock purchase plan | 315 | 315 | |||
Shares issued under employee stock purchase plan, (in shares) | 232,405 | ||||
Net income (loss) | 7 | 7 | |||
Balance at the end at Dec. 31, 2023 | $ 165,170 | $ 9 | $ 93,304 | $ 71,857 | |
Balance at the end (in shares) at Dec. 31, 2023 | 88,464,048 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | ||
Net income | $ 7 | $ 28,788 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Provision for credit losses | 359 | 334 |
Amortization expense | 8,872 | 7,830 |
Depreciation expense | 193 | 193 |
Amortization of debt issuance costs | 55 | 55 |
Gain on change in fair value of Seller's Earn-Out | (763) | (17,308) |
Gain on change in fair value of warrants | (1,331) | (9,868) |
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 | 161 | 72 |
Deferred tax benefit | (3,613) | (6,528) |
Equity-based compensation | 9,223 | 11,188 |
Seller's Earn-Out equity-based compensation | 0 | 1,364 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (15,620) | (425) |
Income taxes recoverable | (32) | (50) |
Prepaid expenses and other assets | (2,397) | 3,307 |
Accounts payable | 8,376 | (2,844) |
Accrued compensation, accrued expenses, and other liabilities | (590) | (1,039) |
Net cash provided by operating activities | 2,900 | 13,918 |
Cash flows from investing activities | ||
Capitalized software development costs | (5,265) | (2,797) |
Purchase of property and equipment | (108) | (330) |
Decrease in cash from deconsolidation of SymetryML | 0 | (69) |
Net cash used in investing activities | (5,373) | (3,196) |
Cash flows from financing activities | ||
Cash received for exercised options | 306 | 459 |
Payments from 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) | (278) |
Proceeds from employee stock purchase plan | 315 | 0 |
Net cash provided by (used in) financing activities | 155 | (38,236) |
Net decrease in cash and cash equivalents | (2,318) | (27,514) |
Cash and cash equivalents at beginning of period | 72,579 | 100,093 |
Cash and cash equivalents at end of period | 70,261 | 72,579 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 0 | 358 |
Cash paid for income taxes | 7,674 | 4,765 |
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 | 359 | 214 |
Non-cash investing and financial activities | ||
Capitalized software and property and equipment, net included in accounts payable | 55 | 10 |
Equity-based compensation included in capitalized software development costs | $ 360 | $ 0 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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. On December 22, 2021 (“Closing Date”), AdTheorent, LLC and AdTheorent Holding Company, LLC, (together “Legacy AdTheorent”), entered into a business combination (“Business Combination”) with the Company’s predecessor company, MCAP Acquisition Corporation (“MCAP”). |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying 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. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. These estimates are based on the information available as of the date of the consolidated financial statements. Liquidity As of December 31, 2023, the Company had cash and cash equivalents of $ 70,261 and working capital, consisting of current assets, less current liabilities, of $ 111,433 . We believe our existing cash and cash flow from operations will be sufficient to meet the Company’s working capital requirements for at least the next 12 months. Segments The Company operates in one segment in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting (“ASC 280”). The Company’s chief operating decision maker (“CODM”) reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. While the Company has sales offices in different geographical regions, which results in a possibility for different operating segments by region, the Company is not managed by geographical locations. As the CODM does not review operating results by geographic location, determining operating segments in this manner would not be appropriate. Therefore, the Company has one reportable segment. Geographic Data Revenue by geographic region for the years ended December 31, 2023 and 2022 was as follows: Year ended December 31, 2023 2022 U.S. $ 162,538 $ 159,909 Canada 8,244 5,957 Other 27 216 Total $ 170,809 $ 166,082 Over 99 % of all of total consolidated long-lived assets are lo cated in the United States of America (“U.S”). Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 — Observable inputs such as quoted prices in active markets. Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices identical or similar assets and liabilities in markets that are not active. Level 3 — Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. Financial instruments (principally cash, accounts receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The carrying amounts of debt and other obligations, approximate fair value based on credit terms and market interest rates currently available for similar instruments. Accordingly, those instruments are not presented in Note 17 — Fair Value Measurements. Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2022 , the Company did no t have cash equivalents. 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. Prepaid Expenses Prepaid expenses and other current assets on the Consolidated Balance Sheets consists primarily of prepaid income taxes, software, marketing, and insurance. Any expenses paid prior to the related services being rendered are recorded as prepaid expenses and amortized over the per iod of service. Property and Equipment, Net Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is calculated using the straight-line method based upon the estimated useful lives of the assets, which bests reflects the pattern of use. The useful life of computer equipment is determined to be five years . The Company tests for impairment whenever events or changes in circumstances that could impact recoverability occur. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included within operating expenses in the Consolidated Statements of Operations. Intangible Assets Intangible assets primarily consist of acquired software, non-compete agreements, customer relationships and trademarks/tradenames resulting from business combinations. Intangible assets acquired are recorded at acquisition-date fair value, less accumulated amortization. In the quarter in which identified intangible assets become fully amortized, we remove the fully amortized balances from the gross asset and accumulated amortization amounts. The Company’s intangible assets are being amortized over their estimated useful lives, using the straight-line method which best reflects the pattern of use, as follows: Description Estimated Life (Years) Software 2 - 3 Non-compete agreements 5 Customer relationships 7 Trademarks/tradename 10 - 15 Software Development Costs Development costs associated with certain solutions offered exclusively through software as a service model are accounted for in accordance with ASC Topic 350-40, Internal-Use Software (“ASC 350-40”). Under ASC 350-40 qualifying software costs developed for internal use are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs include (1) payroll and payroll-related costs for employees who are directly associated with, and devote time to, a qualifying project and (2) certain external direct costs for third-parties who are directly associated with, and devote time to, a qualifying project. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred. The Company capitalizes direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over two years , which best represents the pattern of the software’s useful life. The Company tests for impairment whenever events or changes in circumstances that could impact recoverability occur. There were no impairments recorded for the years ended December 31, 2023 and 2022 . Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment. There were no impairments recorded for the years ended December 31, 2023 and 2022 . Goodwill Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess (not to exceed the carrying amount of the goodwill). For purposes of the goodwill impairment test, the Company has determined the business operates in one reporting unit. In testing goodwill for impairment, the Company has the option to begin with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, including changes in our management, strategy and primary user base. If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of the reporting unit exceeds its carrying value, management estimates the fair value of the reporting unit and compares it to the carrying value. The estimated fair value of the reporting unit is established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of the reporting unit, and a market approach which compares the reporting unit to comparable companies in our industry. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows. If the test results in a fair value less that the carrying value, the loss is recorded within operating expenses in the Consolidated Statements of Operations in the period the determination is made. Refer to Note 8 — Go odwill. Revenue The Company generates revenue by using its proprietary machine learning-powered technology platform to execute targeted digital advertising campaigns, offering advanced predictive targeting solutions across different customer industry verticals and consumer screens (desktop, mobile, and CTV), including customized targeting, measurement and analytical services to address unique advertiser challenges. The Company’s customers consist of clients working directly with the Company and advertising agencies working on behalf of its customers. The Company accounts for revenue in accordance with Accounting Standards Update (“ASU”) 2014-09 (Topic 606), Revenue from Contracts with Customers (“ASC 606”). Refer to Note 3 — Reve nue Recognition. Expenses The Company classifies its Operating expenses into the following four categories. Each expense category includes overhead, including depreciation, amortization, rent and related occupancy costs, which is allocated based on headcount. Platform Operations Platform operations consists of the cost of revenue including advertising inventory, third party inventory validation and measurement, ad-serving, ad-verification, research and data (collectively referred to as ‘traffic acquisition costs’ or TAC), amortization expense related to capitalized software, depreciation expense, allocated costs of the Company’s personnel which set up and monitor campaign performance and platform hosting, license, and maintenance costs. Allocated overhead costs were $ 688 and $ 768 for the years ended December 31, 2023 and 2022, respectively. Sales and Marketing Sales and marketing expenses consist of compensation and commission costs of the sales and related support teams, as well as travel, trade show, and other marketing related costs. Advertising costs are charged to operations when incurred. Total advertising costs amounted to $ 412 and $ 251 for the years ended December 31, 2023 and 2022, respectively. Allocated overhead costs were $ 1,117 and $ 1,251 for the years ended December 31, 2023 and 2022, respectively. Technology and Development Technology and development expenses consists primarily of employee costs, including salaries, bonuses, equity-based compensation, travel expenses, and employee benefit costs associated with the ongoing development and maintenance of the Company's technology platform. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs. Allocated overhead costs were $ 495 and $ 521 for the years ended December 31, 2023 and 2022, respectively. General and Administrative Expense General and administrative expenses include compensation for executive and administrative personnel, professional service fees, insurance, supplies, and other fixed costs. Allocated overhead costs were $ 187 and $ 180 for the years ended December 31, 2023 and 2022 , respectively. Equity-based Compensation Compensation expense related to employee equity-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company granted awards to employees that vest based solely on continued service, or service conditions, and awards that vest based on the achievement of performance targets, or performance conditions. The fair value of each option award containing service and/or performance conditions is estimated on the grant date using the Black-Scholes option-pricing model (“BSM”). The fair value of restricted stock units (“RSUs”) containing service and/or performance conditions is estimated on the grant date using the fair value of the Company’s Common Stock. For service condition awards, equity-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards. For performance condition awards, equity-based compensation expense is recognized using a graded vesting model over the requisite service period of the awards. Forfeitures are recorded as they occur. Refer to Note 12 — Equ ity-Based Compensation Expense. Debt Issuance Cost Deferred issuance costs relate to the Company’s debt instruments, the short-term and long-term portions are reflected as a deduction from the carrying amount of the related debt. The debt issuance costs are amortized using the straight-line method over the term of the related debt instrument which approximates the effective interest method. Debt issuance costs incurred with line-of-credit arrangements are recorded as Other assets on our consolidated balance sheets and amortized over the term of the arrangement. Debt may be considered extinguished when it has been modified and the terms of the new debt instruments and old debt instruments are “substantially different” (as defined in the debt modification guidance in ASC Topic 470-50, Debt — Modifications and Extinguishments). Income Taxes Income tax expense includes federal, state, and foreign taxes and is based on reported income before income taxes. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized. The Company regularly reviews its deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from uncertain tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. Interest related to uncertain tax positions is recognized as part of the provision for income taxes and is accrued beginning in the period that such interest would be applicable under relevant tax law until such time that the related tax benefits are recognized. The Company is required to file tax returns in the U.S. federal jurisdiction, various states, and in Canada. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits (if any) in the tax provision. Contingencies A liability is contingent if the amount is not presently known but may become known in the future as a result of the occurrence of some uncertain future event. The Company accrues a liability for an estimated loss if it is determined that the potential loss is probable of occurring and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. The Company expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred. Seller’s Earn-Out Accounting for the Seller’s Earn-Out to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date The Seller’s Earn-Out, as defined in Note 14 — Seller’s Earn-Out, can be settled in cash or shares at the discretion of the Company. The contingent issuance of the Seller’s Earn-Out consideration to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date, on a pro rata ownership basis, would be accounted for as an equity transaction if the Seller’s Earn-Out Target is met. The Company determined that the contingent obligation to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date is not indexed to the Company's stock under ASC 815-40 and therefore equity treatment is precluded. As such the Seller's Earn-Out to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date will be fair valued at each reporting period and liability classified, with any changes in fair value being recorded in the Consolidated Statements of Operations. Refer to Note 14 – Seller’s Earn-Out for further details. Accounting for the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders as of the Closing Date The grant of the Seller’s Earn-Out to holders of the unvested Exchanged Option or Exchanged Unit’s as of the Closing Date was determined by the Company to be a compensatory award and accounted for under ASC 718, Share-based Compensation . The payment of the Seller's Earn-Out is contingent on continued employment. Under this guidance, the award is measured at fair value at the grant date. The Company determined the expense will be recognized over the longer of the derived requisite service period or remaining time-based vesting period on the underlying unvested Exchanged Option or Exchanged Unit. The Seller's Earn-Out target for employees underlying the stock option are equity-classified so periodic expense is based on the fair value of the award as of the grant date. The Seller's Earn-Out to unvested Exchanged Option and Exchanged Unit holders as of the Closing Date is subject to a last man standing arrangement, whereby if an unvested Exchanged Option or Exchanged Unit holder forfeits their respective award, the total Seller’s Earn-Out is reallocated among the Legacy AdTheorent equity holders, vested Exchanged Option holders as of the Closing Date and the remaining unvested Exchanged Option and Exchanged Unit holders. The Company determined they would account for a forfeiture of an unvested Exchanged Option and Exchanged Unit as a forfeiture of the Seller's Earn-Out award by one unvested Exchanged Option and Exchanged Unit and regrant of options to the other unvested Exchanged Option and Exchanged Unit holders. See Note 14 – Seller’ s Earn-Out for further details. Public and Private Placement Warrants The Company classifies the Public and Private Placement Warrants as liabilities on the Consolidated Balance Sheet as these instruments are precluded from being indexed to the Company’s Common Stock given the terms allow for inputs outside of a fixed-for-fixed option pricing model and therefore does not meet the scope of the fixed-for-fixed exception in ASC 815, Derivatives and Hedging . The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination and are subsequently adjusted to fair value at each subsequent reporting date. Changes in the fair value of these instruments are recognized within change in fair value of Warrants in the Consolidated Statements of Operations. 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. Operating Leases The Company recognizes right-of-use (“ROU”) assets and lease liabilities arising from all leases based on the present value of future minimum lease payments over the lease term. Our leases often include options to extend or terminate at our sole discretion, which are included in the determination of lease term when they are reasonably certain to be exercised. The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are classified as non-current operating lease right-of-use assets and current and non-current operating lease liabilities on the Consolidated Balance Sheet. Leases with an initial term of 12 months or less on our consolidated balance sheet but continue to record rent expense on a straight-line basis over the lease term. The Company does not have finance leases. The Company’s operating leases are primarily for real property in support of its business operations. Although the Company's leases may contain renewal options, the Company is generally not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement. The Company has elected to account for lease components and non-lease components as a single lease component. Payments to lessors for reimbursement of real estate taxes, common area maintenance costs or insurance as applicable are generally variable in nature and are also expensed as incurred as variable lease costs and not included in the right-of-use assets or lease liabilities. Variable lease payment amounts that cannot be determined at lease commencement such as increases in lease payments based on changes in index rates or usage, are not included in the right-of-use assets or liabilities. Such variable payments are expensed as incurred. Discount rates are determined based on the Company’s incremental borrowing rate as the Company’s leases generally do not provide an implicit rate. See Note 19 – Leases for further details. 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 permit ted. The adoption of this ASU did no t have a material impact on the Company's consolidated financial statements as of December 31, 2023. 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 subsequentl y 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 no t have a material impact on the Company's consolidated financial statements. Accounting Pronouncements Issued Not Yet Adopted ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”), which requires entities to enhance disclosure requirements and clarify circumstances in which an entity can disclose multiple segment measures of profit or loss. The updated guidance also provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07, is effective for all public entities for fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements. ASU No. 2023-09, Income Taxes (Topic 740) In December 2023, the FASB issued ASU No. 2023-09, Income Taxes - Improvements to Income Tax Disclosure (Topic 740) (“ASU 2023-09”), which establishes new income tax requirements in addition to modifying and eliminating certain existing requirements. Under ASU 2023-09, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation and further disaggregate income taxes paid. ASU 2023-09, is effective for all public entities for fiscal years, beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements. |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 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. A performance obligation is a promise in a contract to transfer a distinct service or product to the customer. 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. In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under its agreements, the Company performs the following steps (i) identification of contracts with customers; (ii) identification of performance obligations; (iii) determination of the transaction price; (iv) allocation of the transaction price to performance obligations; and (v) recognition of revenue when or as the Company satisfies each performance obligation. Typical payment terms are between net 30 and net 60 days . Media Services The Company generates Managed Programmatic and Self-service (collectively “Media Services”) revenue by using its proprietary machine learning-powered technology platform to execute targeted digital advertising campaigns, offering advanced predictive targeting solutions across different customer industry verticals and consumer screens (desktop, mobile, and CTV), including customized targeting, measurement and analytical services to address unique advertiser challenges. The Company’s customers consist of brands working directly with the Company and advertising agencies working on behalf of its customers. Managed Programmatic Revenue Model For its Managed Programmatic revenue, the Company negotiates 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’s contracts with a customer may convey a right to discounted or free of charge impressions. The Company determines whether rights to discounted future impressions provide a material right to the customer and revenue related to such material right should be deferred to the period when such right to discount expires or is exercised by the customer. For periods presented, the Company did not identify material rights related to such discounts. The Company estimates and records reductions to revenue for rebates based on expected service during the contract term. Managed Programmatic revenue is recorded on a gross basis. 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. Self-service Revenue Model Self-service customers access the Company’s platform directly and manage their advertising campaigns. The Company provides advertiser and marketer customers direct access to the platform so that they can execute and manage advertising campaigns. Advertising Services Agreements with customers specify the pricing framework, which typically involves a percentage of customer spend and additional fees applicable to various data science model deployments and uses as applicable to a given campaign. Additional services can be procured on a per-service pricing basis. Platform fee revenue is recognized, on an over time basis, when the customer makes a purchase thru the platform during the month. The Company’s performance obligation is to provide the use of the platform to customers. The Company 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 has therefore determined that it serves as an agent and that net presentation of revenue is appropriate. The Company bills clients for their purchases through its platform and the associated platform fees. During the year ended December 31, 2022, the Company added Self-service Plus as an option to the Self-service offering. Under this option, AdTheorent directly manages the customers' advertising campaigns. Unlike Self-service, 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. Under either a Self-service or Self-service Plus offering, a customer cannot take possession of the software platform, nor is it feasible or currently an available option for a customer to contract with a third party to host the software or for a customer to host the software. Fees related to Self-service and Self-service Plus are entirely variable, and revenue is recognized in the period the Company has the contractual right to the fee. The Self-service offerings are new to the market and not yet material to the Company from a financial reporting perspective. Accounting Policy Elections and Practical Expedients The Company has elected to exclude from the measurement of the transaction price all taxes (e.g., sales, use, value-added) assessed by government authorities and collected from a customer. Therefore, revenue is recognized net of such taxes. The Company used the practical exped ient and expenses 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 December 31, 2023 or 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 Balances Contract assets related to the Company’s revenue streams were not significant to these consolidated financial statements. The following table summarizes the changes in deferred revenue balances: As of December 31, 2023 2022 Beginning balance $ 1,149 $ 207 Deferral of revenue 2,173 4,083 Recognition of deferred revenue ( 2,986 ) ( 2,091 ) Refunds ( 5 ) ( 1,050 ) Ending balance $ 331 $ 1,149 For the year ended December 31, 2023 and 2022, the Company recognized approximately $ 1,144 and $ 203 , respectively, of revenue which was included in the opening deferred revenue balance. |
Accounts Receivable, Net
Accounts Receivable, Net | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Net | ACCOUNTS RECEIVABLE, Net Accounts receivable, net consisted of the following: As of December 31, 2023 2022 Accounts receivable $ 72,057 $ 56,243 Other receivables 234 483 72,291 56,726 Less: allowance for credit losses ( 1,003 ) ( 699 ) Accounts receivable, net $ 71,288 $ 56,027 The provision for credit losses on accounts receivable was $ 359 an d $ 334 for the years ended December 31, 2023 and 2022, respectively. The following table presents changes in the allowance for credit losses: Year Ended December 31, 2023 2022 Beginning balance $ 699 $ 365 Reserve for credit losses 359 340 Write-offs, net of recoveries ( 55 ) ( 6 ) Ending balance $ 1,003 $ 699 |
Prepaid Expenses
Prepaid Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | 5. PREPAID EXPENSES Prepaid expenses consisted of the following: As of December 31, 2023 2022 Income taxes $ 2,380 $ — Platform operations 872 876 Software 590 501 Marketing-related events 580 — Other 93 89 Total $ 4,515 $ 1,466 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, Net Property and equipment, net consisted of the following: As of December 31, 2023 2022 Computers and equipment $ 906 $ 949 Less: accumulated depreciation ( 449 ) ( 429 ) Total $ 457 $ 520 Depreciation expense on Property and equipment was $ 193 and $ 193 for the years ended December 31, 2023 and 2022 , respectively. |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, Net Intangible assets, net consisted of the following: December 31, 2023 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Capitalized software costs 1.2 $ 8,401 $ ( 3,487 ) $ 4,914 Trademarks/tradename 3.0 10,195 ( 7,140 ) 3,055 Total $ 18,596 $ ( 10,627 ) $ 7,969 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 Consolidated Statements of Operations as follows: Year ended December 31, 2023 2022 Platform operations $ 3,054 $ 2,200 Sales and marketing 5,481 5,480 Technology and development 327 140 General and administrative 10 10 Total $ 8,872 $ 7,830 For the year ended December 31, 2023, customer relationships of $ 31,492 , capitalized software of $ 7,429 , and software of $ 6,038 that were fully amortized have been removed from gross intangible assets and accumulated amortization. For the year ended, December 31, 2022, net intangible assets of $ 387 were retired in connection with the deconsolidation of SymetryML Holdings. Refer to Note 16 — SymetryML and SymetryML Holdings for further details. Total amortization expense for the year ended December 31, 2023 and 2022 was $ 8,872 and $ 7,830 , respectively. Amortization expense for capitalized software costs for the year ended December 31, 2023 and 2022 was $ 3,380 and $ 2,199 , respectively. Estimated future amortization of intangible assets as of December 31, 2023 is as follows: Year ended 2024 $ 4,577 2025 2,367 2026 1,016 2027 7 2028 1 Thereafter 1 Total $ 7,969 The preceding expected amortization expense is an estimate. Actual amounts of amortization expense may differ from estimated amounts due to additional intangible asset acquisitions, impairment of intangible assets, accelerated amortization of intangible assets and other events. The Company expenses the costs incurred to renew or extend the term of intangible assets. |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. GOODWILL The Company is a single reporting unit. The goodwill balance as of December 31, 2023 and December 31, 2022 was $ 34,842 . Goodwill is tested at least annually as of October 31, or earlier if events occur or circumstances change that would more likely than not reduce the fair value below the carrying amount. See Note 2 - Summary of Significant Accounting Policies. For the October 31, 2023 and 2022 impairment tests, fair value was determined by using a market-based approach (weighted 50 %) and an income approach (weighted 50 %), as this combination was deemed to be the most indicative of the Company’s fair value in an orderly transaction between market participants. Under the market-based approach, the Company utilized information regarding the Company, the Company’s industry as well as publicly available industry information to determine earnings multiples and sales multiples that are used to value the Company. Under the income approach, the Company determined fair value based on estimated future cash flows of the Company, discounted by an estimated weighted-average cost of capital, which reflects the overall level of inherent risk of a reporting unit and the rate of return an outside investor would expect to earn, which are unobservable Level 3 inputs. The discounted estimates of future cash flows include significant management assumptions suc h as revenue growth rates, operating margins, weighted average cost of capital, and future economic and market conditions. The estimated weighted-average cost of capital of the Company was 18.0 % as of both October 31, 2023 and 2022. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and operating margins, discount rates and future market conditions, among others. The Company believes its assumptions are reasonable. Solely for purposes of establishing inputs for the fair value calculation described above related to goodwill impairment testing, the Company made the following assumptions. The Company developed long-range financial forecasts ( five years ) and assumed known changes in the customer base. A terminal growth rate of 3.0 % was utilized in both years. The October 31, 2023 and 2022 annual impairment test supported the recorded goodwill balance and as such no impairment of goodwill was required. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. ACCRUED EXPENSES Accrued expenses consisted of the following: As of December 31, 2023 2022 Campaign costs $ 3,253 $ 4,081 Customer rebates 748 — Deferred revenue 331 1,149 Platform operations 280 401 Other 382 593 Total $ 4,994 $ 6,224 |
Debt
Debt | 12 Months Ended |
Dec. 31, 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 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 . The Company accounted for the Senior Secured Agreement as a debt modification and the financing fees incurred were immaterial to the financial statements. 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. In accordance with the Senior Secured Agreement there are two types of revolving loan, either a Secured Overnight Financing Rate Loan (“SOFR Loan”) loan or an ABR Alternate Base Rate Loan (“ABR Loan”). The revolving loans may from time to time be SOFR Loans or ABR Loans, as determined by the Company. Interest shall be payable quarterly based on the type of loan. a) Each SOFR Loan bears interest for each day at a rate per annum equal to Adjusted Term SOFR, as defined in the Senior Secured Agreement, plus the Applicable Margin, as defined in the Senior Secured Agreement. The Applicable Margin can vary between 2.00 % and 2.50 % based on the leverage ratio of the Company. b) Each ABR Loan (including any swingline loan) bears interest at a rate per annum equal to the highest of the Prime Rate in effect on such day, the Federal Funds Effective Rate in effect on such day plus 0.50 %, and the Adjusted Term SOFR, as defined in the Senior Secured Agreement, for a one-month tenor in effect on such day plus 1.00 % (“ABR”); plus the Applicable Margin, as defined in the Senior Secured Agreement. The Applicable Margin can vary between 1.00 % and 1.50 % based on the leverage ratio of the Company. In addition, the Senior Secured Agreement has a commitment fee in relation to the non-use of available funds ranging from 0.25 % to 0.35 % per annum based on the leverage ratio of the Company. All obligations under the Senior Secured Agreement are secured by a first priority lien on substantially all assets of the Company. 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 December 31, 2023 and 2022, the Company was in full compliance with the terms of the Senior Secured Agreement. The Company incurred $ 277 of deferred financing fees a ssociated with the Senior Secured Agreement. The deferred financing fees were capitalized and recorded in Other assets on the Consolidated Balance Sheets. The deferred financing fees are being amortized using the straight-line method over the term of the Senior Secured Agreement. For each of the years ended December 31, 2023 and 2022, the Company amortized $ 55 . As of December 31, 2023 and 2022, the Company had one letter of credit for approximately $ 983 . As of December 31, 2023 and 2022, there were no amounts drawn on the Revolving Credit Facility. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES For the years ended December 31, 2023 and 2022, the Company recorded a provision for income taxes of $ 1,592 and $ 988 , respectively. The effective income tax rates (“ETR”) for the years ended December 31, 2023 and 2022 were 98.4 % and 3.3 % , respectively. As of each reporting date, the Company’s management considers new evidence, both positive and negative, that could impact management’s view with regard to future realization of deferred tax assets. As of both December 31, 2023 and 2022 , management did no t record a valuation allowance on certain deferred tax assets after considering all of the available evidence. The components of income from operations before income taxes consist of the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Domestic $ 1,531 $ 29,790 Foreign 68 ( 14 ) Income from operations before income taxes $ 1,599 $ 29,776 Components of the provision for income taxes consist of the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Current provision (benefit): Federal $ 3,537 $ 5,253 State and local 1,604 2,261 Foreign 64 2 Total current provision 5,205 7,516 Deferred benefit: Federal ( 2,744 ) ( 4,473 ) State and local ( 869 ) ( 2,055 ) Foreign — — Total deferred benefit ( 3,613 ) ( 6,528 ) Provision for income taxes $ 1,592 $ 988 Reconciliation of the federal statutory rate to the Company’s effective tax rate is the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Federal income tax rate 21.0 % 21.0 % State and local taxes, net of federal benefit 36.0 % 0.6 % Foreign rate differential 0.8 % 0.0 % Unrealized gain on Seller's Earn-Out and warrants valuation - 27.5 % - 18.2 % Net shortfall on stock vesting and option exercises 93.5 % 0.0 % Permanent items 27.5 % 1.1 % Research and development credits - 58.0 % - 1.6 % Equity option forfeitures 5.6 % - 0.9 % Change in valuation allowance 0.0 % - 1.0 % Other - 0.5 % 2.3 % Effective tax rate 98.4 % 3.3 % The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were as of December 31, 2023 and 2022: As of December 31, 2023 2022 Deferred tax assets: Operating lease liability $ 1,827 $ 2,077 Accrued expenses — 5 Capitalized costs 2,388 2,750 Research and development expenditures capitalization 6,671 3,860 Reserves 283 198 Equity-based compensation 2,806 2,958 Deferred tax assets 13,975 11,848 Deferred tax liabilities: Right of use asset ( 1,416 ) ( 1,595 ) Fixed asset ( 206 ) ( 797 ) Intangible assets ( 1,606 ) ( 2,339 ) Investments ( 172 ) ( 155 ) Deferred tax liabilities ( 3,400 ) ( 4,886 ) Deferred tax asset, net $ 10,575 $ 6,962 Beginning in 2022, the Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development expenditures immediately in the year incurred and instead requires taxpayers to amortize such expenditures over five years for tax purposes. This provision resulted in a deferred tax asset of $ 6,671 and $ 3,860 as of December 31 2023 and 2022, respectively. As tax law is complex and often subject to varied interpretations, it is uncertain whether some of our tax positions will be sustained upon examination. Tax liabilities associated with uncertain tax positions represent unrecognized tax benefits, which arise when the estimated benefit recorded in our financial statements differs from the amounts taken or expected to be taken in a tax return because of the uncertainties described above. As of December 31, 2023 and 2022, there were no unrecognized tax benefits recorded. The Company did no t recognize interest and penalties expe nse for the years ended December 31, 2023 and 2022, respectively. The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. The Company is subject to taxation in the U.S, various states, and Canada. As of December 31, 2023 , the Company’s tax returns remain open and subject to examination by the tax authorities for the tax y ears 2019 and after. If amounts are repatriated from our foreign subsidiaries, we could be subject to additional non-U.S. income and withholding taxes. We consider undistributed earnings of such foreign subsidiaries to be indefinitely reinvested. |
Equity-Based Payments
Equity-Based Payments | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Payments | 12. EQUITY-BASED PAYMENTS 2021 Long-Term Incentive Plan In connection with the Business Combination, the Board approved the adoption of the 2021 Long-Term Incentive Plan (the “2021 Plan”). The Company’s stockholders adopted the 2021 Plan on December 21, 2021. The 2021 Plan authorizes the Company to issue an initial aggregate maximum number of shares of Common Stock equal to (i) 10,131,638 Shares plus (ii) an increase commencing on January 1, 2023 and continuing annually on the anniversary thereof through January 1, 2031, 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. As of December 31, 2023, equity awards have been granted under the 2021 Plan, a nd 6,501,266 sh ares remained available for issuance. On January 1, 2024, the Company added 4,423,202 shares to the shares available for issuance under the 2021 Plan. Stock Option Award Activity The stock options that have been granted by the Company (“Stock Options”) consist of time based (service condition awards). The time-based equity options vest 25 % each year for four years . For the year ended December 31, 2023 and 2022 , $ 3 and $ 243 , respectively, of equity-based compensation expense was recognized related to Stock Options granted. All stock options were fully vested as of July 1, 2023. The Company received cash in the amount of $ 306 a nd $ 459 from the exercise of equity options for the year ended December 31, 2023 and 2022, respectively. The tax benefit from Stock Options exerci sed were $ 607 a nd $ 128 for the year ended December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022 , the Company did no t approve any Stock Options to be granted to employees of the Company. The following table summarizes the Company’s Stock Option activity for the years ended December 31, 2023 and 2022: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2021 7,726,830 $ 0.60 5.22 Granted — — Exercised ( 794,506 ) 0.58 Forfeited ( 16,609 ) 0.74 Outstanding at December 31, 2022 6,915,715 $ 0.61 4.67 Granted — — Exercised ( 501,331 ) 0.61 Forfeited ( 18,563 ) 0.74 Expired ( 23,443 ) 0.59 Outstanding at December 31, 2023 6,372,378 $ 0.61 4.34 Vested and exercisable at December 31, 2023 6,372,378 0.61 4.34 The aggregate intrinsic value of options outstanding on December 31, 2023 and 2022 wa s $ 5,380 and $ 7,286 , r espectively. The aggregate intrinsic value of options vested on December 31, 2023 and 2022 wa s $ 5,380 and $ 7,230 , respectively. The aggregate intrinsic value of options exercised during the years ended December 31, 2023 and 2022 is $ 375 and $ 1,757 , respectively. As of December 31, 2023, all Stock Options were vested and the related compensation cost was fully recognized. Restricted Stock Units and Performance-Based Restricted Stock Units The fair value of 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 November 1, 2023, the Company granted 126,050 RSUs at a fair value of $ 1.21 per share to consultants, which consisted of performance-based vesting conditions (“PSUs”). On May 24, 2023, the Company granted 5,564,806 RSUs at a fair value of $ 1.51 per share to employees and Board members, which consisted of a mix of both time-based and PSUs. The RSUs with time-based vesting conditions vest over a period of one to four years . Of the RSUs granted on May 24, 2023, 1,037,980 were PSUs with vesting conditions based on achievement of revenue targets and vest over a period of one to four years . The vesting conditions for the PSUs granted on November 1, 2023, are based on the achievement of an aggregate gross spend goal in each of the next three years and vest in three tranches over the next three years. For PSUs granted on May 24, 2023, equity-based compensa tion expense for the year ended December 31, 2023 , was $ 686 , on the basis that the vesting conditions were achieved. Equity based compensation was not recognized for PSUs for the year ended December 31, 2022, due to not obtaining the defined targets of the related grants and the related PSUs were cancelled effective December 31, 2022. For the year ended, December 31, 2023 and 2022 , $ 8,410 and $ 10,865 , respectively, of equity-based compensation expense was recognized related to time-based RSUs. A summary of the RSU, including PSU, activity for the years ended December 31, 2023 and 2022, is as follows: Restricted Stock Units Weighted Average Grant-Date Fair Value per Unit Nonvested as of December 31, 2021 846,797 $ 7.95 Granted 3,403,582 9.41 Vested ( 528,111 ) 7.95 Forfeited ( 158,300 ) 9.46 Cancellations ( 799,287 ) 9.42 Nonvested as of December 31, 2022 2,764,681 $ 9.23 Granted 5,690,856 1.50 Vested ( 1,055,472 ) 9.01 Forfeited ( 169,943 ) 7.83 Nonvested as of December 31, 2023 7,230,122 $ 3.22 As of December 31, 2023 , there was $ 13,860 of total unrecognized compensation expense related to the RSUs, including PSUs, which is expected to be recognized over a weighted average period of 1.3 y ears. Employee Stock Purchase Plan On December 21, 2021, the Company’s stockholders approved the AdTheorent Holding Company, Inc. Employee Stock Purchase Plan (the “ESPP”), in connection with the Business Combination and became effective immediately upon the closing of the Business Combination on December 22, 2021. Under the ESPP, an aggregate of 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. As of December 31, 2023 , there were 2,552,353 sh ares of Common Stock available for issuance pursuant to the ESPP. Pursuant to the ESPP, on January 1, 2024, the Company added 884,640 shares a vailable for issuance. Total compensation expense related to the ESPP was $ 124 and $ 80 for the year ended December 31, 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 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 % Equity-Based Compensation Expense The following table summarizes the total equity-based compensation expense included in the Consolidated Statements of Operations: Year Ended December 31, 2023 2022 Platform operations $ 1,406 $ 1,793 Sales and marketing 3,624 3,630 Technology and development 969 1,826 General and administrative 3,224 3,939 Total equity-based compensation expense $ 9,223 $ 11,188 Equity-based compensation included in capitalized software development costs w as $ 360 a nd $ 0 for the year ended December 31, 2023 and 2022, respectively. The estimated income tax benefit of equity-based compensation expense included in the provision for income taxes were ap proximately $ 3,002 and $ 3,106 for the year ended December 31, 2023 and 2022 , respectively. |
Equity
Equity | 12 Months Ended |
Dec. 31, 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 power 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 Common Stock sh ares, 88,464,048 and 86,968,309 were issued and outstanding as of December 31, 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 December 31, 2023 and 2022 , there were no shares of preferred stock issued and outstanding. |
Seller's Earn-Out
Seller's Earn-Out | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination, Description [Abstract] | |
Seller's Earn-Out | 14. SELLER'S EARN-OUT If, at any time during the period following the closing of the Business Combination and expiring on the third anniversary of that date, (i) the Volume Weighted Average Price (“VWAP”) of the Company’s Common Stock shall be greater than or equal to $ 14.00 per share for any 20 trading days within a period 30 consecutive trading days or (ii) the Company completes a liquidation, merger, stock exchange, reorganization or similar transaction that results in all stockholders having the right to exchange their shares of the Company for cash, securities or other property pursuant to which the valuation of such shares of the Company equals or exceeds $ 14.00 per share (the “Seller’s Earn-Out Target”), then within 10 business days following the achievement of the Seller’s Earn-Out Target, the Company shall pay or issue, as applicable, to the equity holders of the Company prior to the close of the transaction and holders of the Exchanged Option or Exchanged Unit’s an aggregate amount equal to $ 95,000 (the “Seller’s Earn-Out”), at the sole and absolute discretion of the Company Board, in the form of (1) the issuance of validly issued, fully-paid and nonassessable shares of the Company valued at $ 14.00 per share ( 6,785,714 shares), (2) a payment in cash or (3) a combination of (1) and (2) (the “Seller’s Earn-Out Consideration”); provided, however, that (x) no Seller’s Earn-Out Consideration will be paid with respect to unvested Exchanged Options or Exchanged Units that expired or terminated prior to the date the Company pays the Seller's Earn-Out Consideration and (y) with respect to outstanding Exchanged Options and Exchanged Units that are unvested as of the date the Company pays the Seller’s Earn-Out Consideration, the Company shall pay the Seller’s Earn-Out Consideration to the applicable holder of an Exchanged Option and Exchanged Units within 30 days following the date on which the unvested Exchanged Option and Exchanged Unit vests, subject to the holder’s continued employment or service through such vesting date. The Seller’s Earn-Out is allocated pro-rata based on the number of shares Legacy AdTheorent equity holders had in the Company, the number of Exchanged Options, and the number of Exchanged Units as of the date of the Closing Date. The allocation is subject to change if any unvested Exchanged option or Exchanged Unit holders as of the Closing Date forfeit their awards through the respective awards’ vesting dates. As of December 31, 2023 , all eligible Exchanged Options and Exchanged Units were vested and totaled 8,503,133 Exchanged Options and Exchanged Units. The estimated fair value of the Seller’s Earn-Out was determined using a Monte Carlo simulation valuation model using the most reliable information available. The Seller’s Earn-Out was subsequently revalued using the same valuation technique as of December 31, 2023 and 2022 , for the Seller's Earn-Out equity holders and vested Exchanged Option holders as of the Closing Date, to fair value their respective portion of the award. Assumptions used in the valuation were as follows: As of December 31, 2023 2022 Stock price $ 1.45 $ 1.66 Dividend yield 0.00 % 0.00 % Volatility 70.00 % 75.00 % Risk-free rate 4.01 % 4.37 % Forecast period (in years) 0.98 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 the Closing Date The Seller’s Earn-Out is recorded on the 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 December 31, 2023 . The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of December 31, 2023 and 2022: Seller's Earn-Out Balance as of December 31, 2021 $ 18,081 Change in fair value ( 17,308 ) Balance as of December 31, 2022 773 Change in fair value ( 763 ) Balance as of December 31, 2023 $ 10 Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders For the year ended December 31, 2023 and 2022, there was approximate ly $ 0 an d $ 1,364 recorded in share-based compensation related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders. As of December 31, 2022, the compensation expense was fully recognized. Equity-based compensation expense related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders was included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2022 as follows: December 31, 2022 Platform operations $ 160 Sales and marketing 405 Technology and development 131 General and administrative 668 Total $ 1,364 Sponsor Earn-Out Escrow Shares At the closing of the Business Combination, and in accordance with the Sponsor Support Agreement, dated July 27, 2021 by and among the MCAP, Legacy AdTheorent and the Sponsor, MCAP deposited (a) 598,875 shares (the “Escrow Shares”) of the Company’s Common Stock with an escrow agent and such Escrow Shares will be released subject to the achievement of certain earn-out targets. Of these Escrow shares, 299,438 shares (the “First Level Escrow Shares”) will be released if the VWAP of the Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for 20 trading days within a period of 30 consecutive trading days following the date hereof on or before three years after the Closing Date. The remaining 299,437 Escrow Shares (the “Second Level Escrow Shares”) will be released if the VWAP of the Company’s Common Stock equals or exceeds $ 13.50 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for 20 trading days within a period of 30 consecutive trading days following the date hereof on or before three years after the Closing Date. Prior to the contingency achievement, the Escrow Shares are classified as equity under ASC Topic 815, Derivatives and Hedging , (“ASC 815”). Paragraph ASC 815-10-15-74(a) states that a reporting entity shall not consider contracts that are both (a) indexed to an entity’s own stock and (b) classified in stockholder’s equity in its statement of financial position to be derivative instruments. The Company evaluated the Escrow Shares and found they met the scope exception under ASC 815. The fair value at initial measurement of the First Level Escrow Shares and Second Level Escrow Shares was $ 8.16 and $ 7.65 per share, respectively, and is recorded within Additional Paid in Capital in the Consolidated Balances Sheets. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | WARRANTS On the Closing Date, the Company’s 5,432,237 private placement warrants issued to the Sponsor concurrent to MCAP’s initial public offering (“Private Placement Warrant s”) and 10,541,605 issued i n MCAP’s initial public offering (“Public Warrants”) exercisable into Class A Common Stock were converted into an equal number of Warrants for the Company’s Common Stock with the same terms. Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets (“Escrow Warrants”). The Escrow Warrants will be released if the volume-weighted average price (“VWAP”) of the Company’s Common Stock equals or exceeds $ 14.00 per share for any 20 trading days within any consecutive 30 trading day period on or before the 3rd anniversary of the Closing Date. Following the consummation of the Business Combination, holders of the Public Warrants and Private Placement Warrants are entitled to acquire Common Stock of the Company. The warrants became exercisable on March 2, 2022 , which was the later of 12 months from the closing of the MCAP's initial public offering and 30 days after the closing of the Business Combination. Each whole warrant entitles the registered holder to purchase one share of Common Stock at an exercise price of $ 11.50 per share. The Public Warrants and Private Placement Warrants will expire five years after the completion of the Business Combination. Once the Public Warrants became exercisable, the Company has the right to redeem the outstanding warrants: • in whole and not in part; • at a price of $ 0.01 per Public Warrant; upon a minimum of 30 days ’ prior written notice of redemption, if and only if the last sale price of the Common Stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Public Warrant holders; and • at a price of $ 0.10 per Public Warrant if, and only if, the reported last sale price of the Common Stock equals or exceeds $ 10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the notice of redemption to the warrant holders. The Private Placement Warrants are identical to the Public Warrants except: (i) they will not be redeemable by the Company; and (ii) they may be exercised by the holders on a cashless basis so long as they are held by the initial purchasers or their permitted transferees. The Company will not be obligated to deliver any Common Stock pursuant to the exercise of a Public and Private Placement Warrant and will have no obligation to settle such Public and Private Placement Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Common Stock issuable upon exercise of the Public and Private Placement Warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. Public Warrants and Private Placement Warrants are liability-classified. The following table summarizes the number of outstanding Public Warrants and Private Placement Warrants and the corresponding exercise price: As of December 31, 2023 2022 Exercise Price Expiration Date Public Warrants 10,541,595 10,541,595 $ 11.50 December 21, 2026 Private Placement Warrants 5,432,237 5,432,237 $ 11.50 December 21, 2026 Measurement of Public Warrants The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of December 31, 2023 and 2022 , respectively, is classified as Level 1 due to the use of an observable market quote in an active market under the ticker ADTHW. There were 10 warrants exercised in the year ended December 31, 202 2. Measurement of Private Placement Warrants The Private Placement Warrants are measured at fair value on a recurring basis. As of December 31, 2023, a BSM was used to determine fair value and as of December 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 December 31, 2023 and December 31, 2022, respectively, for the Private Placement Warrants were as follows: As of December 31, 2023 As of December 31, 2022 Stock Price $ 1.45 $ 1.66 Dividend yield 0.00 % 0.00 % Expected Volatility 70.00 % 69.50 % Expected term (years) 2.98 3.98 Risk-free interest rate 4.01 % 4.07 % Exercise Price $ 11.50 $ 11.50 The volatility utilized in estimating the fair value of the Company’s Private Placement Warrant liability as of December 31, 2023, was based on the 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 December 31, 2023, the Public Warrants and Private Placement Warrants outstanding were determined to be $ 0.05 and $ 0.08 per warrant, respectively. On December 31, 2022 , the Public Warrants and Private Placement Warrants outstanding 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, 2021 $ 7,168 $ 4,998 $ 12,166 Change in valuation inputs or other assumptions ( 6,114 ) ( 3,754 ) ( 9,868 ) Fair value as of December 31, 2022 $ 1,054 $ 1,244 $ 2,298 Change in valuation inputs or other assumptions ( 527 ) ( 804 ) ( 1,331 ) Fair value as of December 31, 2023 $ 527 $ 440 $ 967 |
Symetryml And Symetryml Holding
Symetryml And Symetryml Holdings | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Symetryml And Symetryml Holdings | 16. SYMETRYML AND SYMETRYML HOLDINGS SymetryML Holdings was a subsidiary of Legacy AdTheorent after a contribution of Legacy AdTheorent’s SymetryML department in exchange for membership interest. Class B interests that vest over time, comprising 50 % of the total equity interests of SymetryML Holdings, were offered to certain employees (a non-controlling interest) of SymetryML. Legacy AdTheorent retained the remaining 50 % total equity interests, through the holding of all Class A equity interests in SymetryML Holdings. SymetryML Holdings and SymetryML were ultimately deconsolidated as of March 31, 2022 through a series seed preferred financing transaction (“ Deconsolidation”), resulting in a gain of $ 1,939 , of which $ 541 related to the remeasurement of the retained noncontrolling investment to fair value. The gain of $ 1,939 was recorded separately on the Company’s Consolidated Statements of Operations for the year ended December 31, 20 22. The following table shows the amounts related to the accounting for the Deconsolidation: Year Ended December 31, 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 December 31, 2023 and 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. 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 $ 628 an d $ 789 as of December 31, 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. SAFE Notes During the year ended December 31, 2023 and December 31, 2022, the Company raised $ 0 and $ 200 , respectively, to fund Symetry operations, by entering into Simple Agreements for Future Equity Notes (“SAFE Notes”) with several parties. As a result of the series seed preferred financing transaction, all outstanding SAFE Notes converted to series seed preferred stock in SymetryML, Inc. on March 31, 2022 in accordance with the existing terms of the SAFE Notes. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. FAIR VALUE MEASUREMENTS The following table summarizes our assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 628 $ 628 Total assets $ — $ — $ 628 $ 628 Liabilities: Public warrants(1) $ 527 $ — $ — $ 527 Private placement warrants(1) — 440 — 440 Seller's Earn-Out(1) — — 10 10 Total liabilities $ 527 $ 440 $ 10 $ 977 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) Re fer to Note 14 — Seller's Earn-Out and Note 15 — Warrants for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refer to Note 1 6 — Syme tryML and SymetryML Holdings below for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. The following table presents a rollforward of the Company's assets and liabilities classified as Level 3 for the year ended December 31, 2023 and 2022: Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2021 $ — $ 18,081 Additions 861 — Measurement adjustments ( 72 ) ( 17,308 ) Balance as December 31, 2022 $ 789 $ 773 Measurement adjustments ( 161 ) ( 763 ) Balance as of December 31, 2023 $ 628 $ 10 |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 18. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income available to Common Stockholders (the numerator) by the weighted average number of Common Stock outstanding for the period (the denominator). Diluted earnings per share available to Common Stockholders is computed by dividing net income by the weighted average number of Common Stock outstanding during the period adjusted for the dilutive effects of Common Stock equivalents using the treasury stock method or the method based on the nature of such securities. The computation of net income per share was as follows: Year Ended December 31, 2023 2022 Net income attributable to AdTheorent Holding Company, Inc. $ 7 $ 29,338 Weighted-average common shares outstanding - basic 87,984,917 86,222,972 Effect of dilutive equity-based awards 4,480,586 6,398,850 Weighted-average common shares outstanding - diluted 92,465,503 92,621,822 Earnings per share: Basic $ 0.00 $ 0.34 Diluted $ 0.00 $ 0.32 The following outstanding potentially dilutive securities were excluded from the calculation of diluted net income per common stockholder because their impact would have been anti-dilutive for the period presented or their contingency conditions were not met: As of December 31, 2023 2022 Stock options 2,443,516 798,825 Restricted stock units 6,498,045 2,487,590 Public warrants 10,541,595 10,541,595 Private placement warrants (1) 5,432,237 5,432,237 Seller's Earn-Out 6,785,714 6,785,714 Sponsor Earn-Out 598,875 598,875 Total 32,299,982 26,644,836 (1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets. |
Leases
Leases | 12 Months Ended |
Dec. 31, 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 September 2026 a nd certain leases may be extended at the Company’s option. The New York headquarters office lease expires in 2028 . The Company recognizes operating lease expense on a straight-line basis over the term of the lease. Additionally, the Company has short-term leases with an initial term of twelve months or less that are not recorded on the Consolidated Balance Sheets. Lease expense is allocated to operating expense categories (Platform operations, Sales and marketing, Technology and development, General and administrative) in the Consolidated Statements of Operations in proportion to headcount in each of these categories. The components of lease expense for the year ended December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Operating lease cost $ 1,007 $ 989 Short term lease cost $ 523 $ 207 Variable lease cost $ — $ — Supplemental cash flow information related to the Company’s operating leases for the year ended December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Operating cash flows used for operating leases $ 1,484 $ 1,382 Right-of-use assets obtained in exchange for new operating lease obligations $ 359 $ 214 Supplemental balance sheet information related to the Company’s operating leases as of December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Weighted average remaining lease term (years) 4.50 5.59 Weighted average discount rate (%) 3.34 % 3.25 % Approximate future minimum lease payments for the Company’s operating leases are as follows as of December 31, 2023: December 31, 2023 2024 $ 1,613 2025 1,624 2026 1,431 2027 1,364 2028 1,023 Thereafter — Total operating lease payments 7,055 Less: Imputed interest ( 493 ) Total operating lease liabilities $ 6,562 In connection with one lease agreement, the Company maintains a letter of credit in the total amount of $ 983 as of both December 31, 2023 and 2022. Additionally, the Company has entered into certain leases that are 12 months or less. Rent expense for these locations totaled approximate ly $ 523 and $ 207 for the years ended December 31, 2023 and 2022 , respectively. No sublease income was recognized for the years ended December 31, 2023 and 2022. Total net rent expense for the years ended December 31, 2023 and 2022 was $ 1,530 a nd $ 1,196 , respectively. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. COMMITMENTS AND CONTINGENCIES Petition Filed for Authorization of Common Stock On February 21, 2023, the Company filed a petition (the “Petition”) in the Delaware Court of Chancery (the “Court of Chancery”) pursuant to Section 205 of the General Corporation Law of the State of Delaware (the “DGCL”). The Petition sought an order validating and declaring effective (1) the provisions of the Second Amended and Restated Certificate of Incorporation of the Company that set forth the number of authorized shares of the Company (the “Authorized Share Charter Provisions”) and (2) the shares of the Company’s common stock issued in reliance on such provisions of the Second Amended and Restated Certificate of Incorporation of the Company. At a special meeting of the stockholders of the Company held on December 21, 2021 (the “Special Meeting”), a majority of the then-outstanding shares of the Company’s Class A common stock and Class B common stock, voting as a single class, voted to approve the Company’s Second Amended and Restated Certificate of Incorporation, which, among other things, increased the authorized shares of the Company’s Class A common stock from 200,000,000 to 350,000,000 shares of common stock (eliminating its Class B common stock and renaming Class A common stock as “common stock”) (the “Authorized Share Charter Amendment”). A decision of the Court of Chancery in February 2023 created uncertainty regarding the validity of the Authorized Share Charter Amendment and whether a separate vote of the majority of the then-outstanding shares of the Company’s Class A common stock would have been required under Section 242(b)(2) of the DGCL. On March 14, 2023, the Court of Chancery issued a final order granting the Petition, thereby validating the Authorized Share Charter Provisions and the Company shares of common stock, including securities exercisable for, convertible into or settleable in shares of Company common stock, issued in reliance on the Authorized Share Charter Provisions, eliminating the previous uncertainty that had been introduced by the earlier Court of Chancery decision. Subscription Agreement Effective as of July 1, 2021, the Company entered into an agreement with a vendor for the provision of certain services through June 30, 2026. In December 2023, the Company entered into a settlement and release agreement and paid a $ 6,300 fee to terminate this agreement effective December 21, 2023. |
Risks, Uncertainties, and Conce
Risks, Uncertainties, and Concentrations | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Risks, Uncertainties, and Concentrations | 21. RISKS, UNCERTAINTIES, AND CONCENTRATIONS Legal Proceedings From time to time, the Company is subject to various legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. Although the outcome of the various legal proceedings and claims cannot be predicted with certainty, management does not believe that any of these proceedings or other claims will have a material effect on the Company’s business, financial condition, results of operations or cash flows. Major Customers — Accounts Receivable and Revenue The Company manages its accounts receivable credit risk by performing credit evaluations and monitoring amounts due from the Company’s customers. The Company had certain customers whose revenue individually represented 10% or more of the Company’s total revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows: As of December 31, 2023 and 2022 , one single customer represented approximately 34 % and 6 % of accounts receivable, respectively. As of December 31, 2023 and 2022 , five customers represented approximately 45 % and 21 % of accounts receivable, respectively. As of December 31, 2023 , one customer represented approximately 15 % of revenue and five customers represented approximately 30 %, respectively. As of December 31, 2022 , five customers represented approximately 21 % of revenue. Concentration of Credit Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250 . The Company also places its cash with some foreign financial institutions and these deposits may at times be in excess of insured limits. As of December 31, 2023, the Company had a balance of $ 69,606 in exce ss of the FDIC insured limits, respectively. The Company reduces exposure to credit risk by maintaining cash deposits with major financial institutions. The Company has not experienced any losses on these accounts and conclude the credit risk to be minimal. |
Employee Savings
Employee Savings | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
Employee Savings | 22. EMPLOYEE SAVINGS The Company offers its employees a savings plan pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), whereby employees may contribute a percentage of their compensation, not to exceed the maximum amount allowable under the Code. The Company made matching contributio ns of $ 1,622 and $ 1,556 for the years ended December 31, 2023 and 2022 , respectively, to its employee savings plan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenue and expense during the reporting periods. Significant estimates and judgments are inherent in the analysis and measurement of items. Management bases its estimates and assumptions on historical experience and on various other factors that are believed to be reasonable under the circumstances. Due to the inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. These estimates are based on the information available as of the date of the consolidated financial statements. |
Liquidity | Liquidity As of December 31, 2023, the Company had cash and cash equivalents of $ 70,261 and working capital, consisting of current assets, less current liabilities, of $ 111,433 . We believe our existing cash and cash flow from operations will be sufficient to meet the Company’s working capital requirements for at least the next 12 months. |
Segments | Segments The Company operates in one segment in accordance with Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting (“ASC 280”). The Company’s chief operating decision maker (“CODM”) reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. While the Company has sales offices in different geographical regions, which results in a possibility for different operating segments by region, the Company is not managed by geographical locations. As the CODM does not review operating results by geographic location, determining operating segments in this manner would not be appropriate. Therefore, the Company has one reportable segment. Geographic Data Revenue by geographic region for the years ended December 31, 2023 and 2022 was as follows: Year ended December 31, 2023 2022 U.S. $ 162,538 $ 159,909 Canada 8,244 5,957 Other 27 216 Total $ 170,809 $ 166,082 Over 99 % of all of total consolidated long-lived assets are lo cated in the United States of America (“U.S”). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. When considering market participant assumptions in fair value measurements, the fair value hierarchy distinguishes between observable and unobservable inputs, which are categorized in one of the following levels: Level 1 — Observable inputs such as quoted prices in active markets. Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets and quoted prices identical or similar assets and liabilities in markets that are not active. Level 3 — Unobservable inputs of which there is little or no market data, which require the Company to develop its own assumptions. Financial instruments (principally cash, accounts receivable, accounts payable and accrued expenses) are carried at cost, which approximates fair value due to the short-term maturity of these instruments. The carrying amounts of debt and other obligations, approximate fair value based on credit terms and market interest rates currently available for similar instruments. Accordingly, those instruments are not presented in Note 17 — Fair Value Measurements. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term highly liquid investments with an original maturity of three months or less to be cash equivalents. As of December 31, 2022 , the Company did no t have cash equivalents. |
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. |
Prepaid Expenses | Prepaid Expenses Prepaid expenses and other current assets on the Consolidated Balance Sheets consists primarily of prepaid income taxes, software, marketing, and insurance. Any expenses paid prior to the related services being rendered are recorded as prepaid expenses and amortized over the per iod of service. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at historical cost, less accumulated depreciation. Depreciation is calculated using the straight-line method based upon the estimated useful lives of the assets, which bests reflects the pattern of use. The useful life of computer equipment is determined to be five years . The Company tests for impairment whenever events or changes in circumstances that could impact recoverability occur. Repairs and maintenance are expensed as incurred. Expenditures that increase the value or productive capacity of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related accumulated depreciation are removed from the accounts and any gain or loss is included within operating expenses in the Consolidated Statements of Operations. |
Intangible Assets | Intangible Assets Intangible assets primarily consist of acquired software, non-compete agreements, customer relationships and trademarks/tradenames resulting from business combinations. Intangible assets acquired are recorded at acquisition-date fair value, less accumulated amortization. In the quarter in which identified intangible assets become fully amortized, we remove the fully amortized balances from the gross asset and accumulated amortization amounts. The Company’s intangible assets are being amortized over their estimated useful lives, using the straight-line method which best reflects the pattern of use, as follows: Description Estimated Life (Years) Software 2 - 3 Non-compete agreements 5 Customer relationships 7 Trademarks/tradename 10 - 15 |
Software Development Costs | Software Development Costs Development costs associated with certain solutions offered exclusively through software as a service model are accounted for in accordance with ASC Topic 350-40, Internal-Use Software (“ASC 350-40”). Under ASC 350-40 qualifying software costs developed for internal use are capitalized when application development begins, it is probable that the project will be completed, and the software will be used as intended. Capitalized costs include (1) payroll and payroll-related costs for employees who are directly associated with, and devote time to, a qualifying project and (2) certain external direct costs for third-parties who are directly associated with, and devote time to, a qualifying project. Costs incurred during the preliminary project stage of development as well as maintenance costs are expensed as incurred. The Company capitalizes direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over two years , which best represents the pattern of the software’s useful life. The Company tests for impairment whenever events or changes in circumstances that could impact recoverability occur. There were no impairments recorded for the years ended December 31, 2023 and 2022 . |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses the recoverability of its long-lived assets when events or changes in circumstances indicate their carrying value may not be recoverable. Such events or changes in circumstances may include: a significant adverse change in the extent or manner in which a long-lived asset is being used, significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of a long-lived asset, current or future operating or cash flow losses that demonstrate continuing losses associated with the use of a long-lived asset, or a current expectation that, more likely than not, a long-lived asset will be sold or otherwise disposed of significantly before the end of its previously estimated useful life. The Company performs impairment testing at the asset group level that represents the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. The Company assesses recoverability of a long-lived asset by determining whether the carrying value of the asset group can be recovered through projected undiscounted cash flows over their remaining lives. If the carrying value of the asset group exceeds the forecasted undiscounted cash flows, an impairment loss is recognized, measured as the amount by which the carrying amount exceeds estimated fair value. An impairment loss is charged to operations in the period in which management determines such impairment. There were no impairments recorded for the years ended December 31, 2023 and 2022 . |
Goodwill | Goodwill Goodwill represents the fair value of acquired businesses in excess of the fair value of the individually identified net assets acquired. Goodwill is not amortized but is tested for impairment annually or whenever indications of impairment exist. Impairment exists when the carrying amount, including goodwill, of the reporting unit exceeds its fair value, resulting in an impairment charge for this excess (not to exceed the carrying amount of the goodwill). For purposes of the goodwill impairment test, the Company has determined the business operates in one reporting unit. In testing goodwill for impairment, the Company has the option to begin with a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying value. This qualitative assessment may include, but is not limited to, reviewing factors such as macroeconomic conditions, industry and market considerations, cost factors, entity-specific financial performance and other events, including changes in our management, strategy and primary user base. If the Company elects to bypass qualitatively assessing goodwill, or it is not more likely than not that the fair value of the reporting unit exceeds its carrying value, management estimates the fair value of the reporting unit and compares it to the carrying value. The estimated fair value of the reporting unit is established using an income approach based on a discounted cash flow model that includes significant assumptions about the future operating results and cash flows of the reporting unit, and a market approach which compares the reporting unit to comparable companies in our industry. Determining fair value requires the exercise of significant judgments, including judgments about appropriate discount rates, long-term growth rates, relevant comparable company earnings multiples and the amount and timing of expected future cash flows. If the test results in a fair value less that the carrying value, the loss is recorded within operating expenses in the Consolidated Statements of Operations in the period the determination is made. Refer to Note 8 — Go odwill. |
Revenue | Revenue The Company generates revenue by using its proprietary machine learning-powered technology platform to execute targeted digital advertising campaigns, offering advanced predictive targeting solutions across different customer industry verticals and consumer screens (desktop, mobile, and CTV), including customized targeting, measurement and analytical services to address unique advertiser challenges. The Company’s customers consist of clients working directly with the Company and advertising agencies working on behalf of its customers. The Company accounts for revenue in accordance with Accounting Standards Update (“ASU”) 2014-09 (Topic 606), Revenue from Contracts with Customers (“ASC 606”). Refer to Note 3 — Reve nue Recognition. |
Expenses | Expenses The Company classifies its Operating expenses into the following four categories. Each expense category includes overhead, including depreciation, amortization, rent and related occupancy costs, which is allocated based on headcount. Platform Operations Platform operations consists of the cost of revenue including advertising inventory, third party inventory validation and measurement, ad-serving, ad-verification, research and data (collectively referred to as ‘traffic acquisition costs’ or TAC), amortization expense related to capitalized software, depreciation expense, allocated costs of the Company’s personnel which set up and monitor campaign performance and platform hosting, license, and maintenance costs. Allocated overhead costs were $ 688 and $ 768 for the years ended December 31, 2023 and 2022, respectively. Sales and Marketing Sales and marketing expenses consist of compensation and commission costs of the sales and related support teams, as well as travel, trade show, and other marketing related costs. Advertising costs are charged to operations when incurred. Total advertising costs amounted to $ 412 and $ 251 for the years ended December 31, 2023 and 2022, respectively. Allocated overhead costs were $ 1,117 and $ 1,251 for the years ended December 31, 2023 and 2022, respectively. Technology and Development Technology and development expenses consists primarily of employee costs, including salaries, bonuses, equity-based compensation, travel expenses, and employee benefit costs associated with the ongoing development and maintenance of the Company's technology platform. Technology and development costs are expensed as incurred, except to the extent that such costs are associated with software development that qualifies for capitalization, which are then recorded as capitalized software development costs. Allocated overhead costs were $ 495 and $ 521 for the years ended December 31, 2023 and 2022, respectively. General and Administrative Expense General and administrative expenses include compensation for executive and administrative personnel, professional service fees, insurance, supplies, and other fixed costs. Allocated overhead costs were $ 187 and $ 180 for the years ended December 31, 2023 and 2022 , respectively. |
Equity-based Compensation | Equity-based Compensation Compensation expense related to employee equity-based awards is measured and recognized in the consolidated financial statements based on the fair value of the awards granted. The Company granted awards to employees that vest based solely on continued service, or service conditions, and awards that vest based on the achievement of performance targets, or performance conditions. The fair value of each option award containing service and/or performance conditions is estimated on the grant date using the Black-Scholes option-pricing model (“BSM”). The fair value of restricted stock units (“RSUs”) containing service and/or performance conditions is estimated on the grant date using the fair value of the Company’s Common Stock. For service condition awards, equity-based compensation expense is recognized on a straight-line basis over the requisite service periods of the awards. For performance condition awards, equity-based compensation expense is recognized using a graded vesting model over the requisite service period of the awards. Forfeitures are recorded as they occur. Refer to Note 12 — Equ ity-Based Compensation Expense. |
Debt Issuance Cost | Debt Issuance Cost Deferred issuance costs relate to the Company’s debt instruments, the short-term and long-term portions are reflected as a deduction from the carrying amount of the related debt. The debt issuance costs are amortized using the straight-line method over the term of the related debt instrument which approximates the effective interest method. Debt issuance costs incurred with line-of-credit arrangements are recorded as Other assets on our consolidated balance sheets and amortized over the term of the arrangement. Debt may be considered extinguished when it has been modified and the terms of the new debt instruments and old debt instruments are “substantially different” (as defined in the debt modification guidance in ASC Topic 470-50, Debt — Modifications and Extinguishments). |
Income Taxes | Income Taxes Income tax expense includes federal, state, and foreign taxes and is based on reported income before income taxes. The Company recognizes deferred tax assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities are determined based on the enacted tax rates expected to apply in the periods in which the deferred tax assets or liabilities are anticipated to be settled or realized. The Company regularly reviews its deferred tax assets for recoverability and establish a valuation allowance if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. The determination as to whether a deferred tax asset will be realized is made on a jurisdictional basis and is based on the evaluation of positive and negative evidence. This evidence includes historical taxable income, projected future taxable income, the expected timing of the reversal of existing temporary differences and the implementation of tax planning strategies. The Company recognizes the tax benefit from uncertain tax positions only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from uncertain tax positions are measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement. No tax benefits are recognized for positions that do not meet this threshold. Interest related to uncertain tax positions is recognized as part of the provision for income taxes and is accrued beginning in the period that such interest would be applicable under relevant tax law until such time that the related tax benefits are recognized. The Company is required to file tax returns in the U.S. federal jurisdiction, various states, and in Canada. The Company’s policy is to recognize interest and penalties related to uncertain tax benefits (if any) in the tax provision. |
Contingencies | Contingencies A liability is contingent if the amount is not presently known but may become known in the future as a result of the occurrence of some uncertain future event. The Company accrues a liability for an estimated loss if it is determined that the potential loss is probable of occurring and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. The Company expenses legal costs, including those legal costs incurred in connection with a loss contingency, as incurred. |
Seller's Earn-Out | Seller’s Earn-Out Accounting for the Seller’s Earn-Out to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date The Seller’s Earn-Out, as defined in Note 14 — Seller’s Earn-Out, can be settled in cash or shares at the discretion of the Company. The contingent issuance of the Seller’s Earn-Out consideration to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date, on a pro rata ownership basis, would be accounted for as an equity transaction if the Seller’s Earn-Out Target is met. The Company determined that the contingent obligation to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date is not indexed to the Company's stock under ASC 815-40 and therefore equity treatment is precluded. As such the Seller's Earn-Out to Legacy AdTheorent equity holders and vested Exchanged Option holders as of the Closing Date will be fair valued at each reporting period and liability classified, with any changes in fair value being recorded in the Consolidated Statements of Operations. Refer to Note 14 – Seller’s Earn-Out for further details. Accounting for the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders as of the Closing Date The grant of the Seller’s Earn-Out to holders of the unvested Exchanged Option or Exchanged Unit’s as of the Closing Date was determined by the Company to be a compensatory award and accounted for under ASC 718, Share-based Compensation . The payment of the Seller's Earn-Out is contingent on continued employment. Under this guidance, the award is measured at fair value at the grant date. The Company determined the expense will be recognized over the longer of the derived requisite service period or remaining time-based vesting period on the underlying unvested Exchanged Option or Exchanged Unit. The Seller's Earn-Out target for employees underlying the stock option are equity-classified so periodic expense is based on the fair value of the award as of the grant date. The Seller's Earn-Out to unvested Exchanged Option and Exchanged Unit holders as of the Closing Date is subject to a last man standing arrangement, whereby if an unvested Exchanged Option or Exchanged Unit holder forfeits their respective award, the total Seller’s Earn-Out is reallocated among the Legacy AdTheorent equity holders, vested Exchanged Option holders as of the Closing Date and the remaining unvested Exchanged Option and Exchanged Unit holders. The Company determined they would account for a forfeiture of an unvested Exchanged Option and Exchanged Unit as a forfeiture of the Seller's Earn-Out award by one unvested Exchanged Option and Exchanged Unit and regrant of options to the other unvested Exchanged Option and Exchanged Unit holders. See Note 14 – Seller’ s Earn-Out for further details. |
Public and Private Placement Warrants | Public and Private Placement Warrants The Company classifies the Public and Private Placement Warrants as liabilities on the Consolidated Balance Sheet as these instruments are precluded from being indexed to the Company’s Common Stock given the terms allow for inputs outside of a fixed-for-fixed option pricing model and therefore does not meet the scope of the fixed-for-fixed exception in ASC 815, Derivatives and Hedging . The Public and Private Placement Warrants were initially recorded at fair value on the date of the Business Combination and are subsequently adjusted to fair value at each subsequent reporting date. Changes in the fair value of these instruments are recognized within change in fair value of Warrants in the Consolidated Statements of Operations. |
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. |
Operating Leases | Operating Leases The Company recognizes right-of-use (“ROU”) assets and lease liabilities arising from all leases based on the present value of future minimum lease payments over the lease term. Our leases often include options to extend or terminate at our sole discretion, which are included in the determination of lease term when they are reasonably certain to be exercised. The Company determines if an arrangement is, or contains, a lease at inception. Operating leases are classified as non-current operating lease right-of-use assets and current and non-current operating lease liabilities on the Consolidated Balance Sheet. Leases with an initial term of 12 months or less on our consolidated balance sheet but continue to record rent expense on a straight-line basis over the lease term. The Company does not have finance leases. The Company’s operating leases are primarily for real property in support of its business operations. Although the Company's leases may contain renewal options, the Company is generally not reasonably certain to exercise these options at the commencement date. Accordingly, renewal options are generally not included in the lease term for determining the ROU asset and lease liability at commencement. The Company has elected to account for lease components and non-lease components as a single lease component. Payments to lessors for reimbursement of real estate taxes, common area maintenance costs or insurance as applicable are generally variable in nature and are also expensed as incurred as variable lease costs and not included in the right-of-use assets or lease liabilities. Variable lease payment amounts that cannot be determined at lease commencement such as increases in lease payments based on changes in index rates or usage, are not included in the right-of-use assets or liabilities. Such variable payments are expensed as incurred. Discount rates are determined based on the Company’s incremental borrowing rate as the Company’s leases generally do not provide an implicit rate. See Note 19 – Leases for further details. |
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 permit ted. The adoption of this ASU did no t have a material impact on the Company's consolidated financial statements as of December 31, 2023. 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 subsequentl y 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 no t have a material impact on the Company's consolidated financial statements. Accounting Pronouncements Issued Not Yet Adopted ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (Topic 280) (“ASU 2023-07”), which requires entities to enhance disclosure requirements and clarify circumstances in which an entity can disclose multiple segment measures of profit or loss. The updated guidance also provides new segment disclosure requirements for entities with a single reportable segment. ASU 2023-07, is effective for all public entities for fiscal years, beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements. ASU No. 2023-09, Income Taxes (Topic 740) In December 2023, the FASB issued ASU No. 2023-09, Income Taxes - Improvements to Income Tax Disclosure (Topic 740) (“ASU 2023-09”), which establishes new income tax requirements in addition to modifying and eliminating certain existing requirements. Under ASU 2023-09, entities must consistently categorize and provide greater disaggregation of information in the rate reconciliation and further disaggregate income taxes paid. ASU 2023-09, is effective for all public entities for fiscal years, beginning after December 15, 2024 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. The Company does not expect the adoption to have a material effect on the Company's consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Revenue by Geographic Region | Revenue by geographic region for the years ended December 31, 2023 and 2022 was as follows: Year ended December 31, 2023 2022 U.S. $ 162,538 $ 159,909 Canada 8,244 5,957 Other 27 216 Total $ 170,809 $ 166,082 |
Summary of Finite Lived Intangible Assets Useful Lives Using Straight-line Method | The Company’s intangible assets are being amortized over their estimated useful lives, using the straight-line method which best reflects the pattern of use, as follows: Description Estimated Life (Years) Software 2 - 3 Non-compete agreements 5 Customer relationships 7 Trademarks/tradename 10 - 15 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Changes in Deferred Revenue | The following table summarizes the changes in deferred revenue balances: As of December 31, 2023 2022 Beginning balance $ 1,149 $ 207 Deferral of revenue 2,173 4,083 Recognition of deferred revenue ( 2,986 ) ( 2,091 ) Refunds ( 5 ) ( 1,050 ) Ending balance $ 331 $ 1,149 For the year ended December 31, 2023 and 2022, the Company recognized approximately $ 1,144 and $ 203 , respectively, of revenue which was included in the opening deferred revenue balance. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following: As of December 31, 2023 2022 Accounts receivable $ 72,057 $ 56,243 Other receivables 234 483 72,291 56,726 Less: allowance for credit losses ( 1,003 ) ( 699 ) Accounts receivable, net $ 71,288 $ 56,027 |
Schedule of Changes in Allowance for Doubtful Accounts | The following table presents changes in the allowance for credit losses: Year Ended December 31, 2023 2022 Beginning balance $ 699 $ 365 Reserve for credit losses 359 340 Write-offs, net of recoveries ( 55 ) ( 6 ) Ending balance $ 1,003 $ 699 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consisted of the following: As of December 31, 2023 2022 Income taxes $ 2,380 $ — Platform operations 872 876 Software 590 501 Marketing-related events 580 — Other 93 89 Total $ 4,515 $ 1,466 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: As of December 31, 2023 2022 Computers and equipment $ 906 $ 949 Less: accumulated depreciation ( 449 ) ( 429 ) Total $ 457 $ 520 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: December 31, 2023 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Capitalized software costs 1.2 $ 8,401 $ ( 3,487 ) $ 4,914 Trademarks/tradename 3.0 10,195 ( 7,140 ) 3,055 Total $ 18,596 $ ( 10,627 ) $ 7,969 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 Consolidated Statements of Operations as follows: Year ended December 31, 2023 2022 Platform operations $ 3,054 $ 2,200 Sales and marketing 5,481 5,480 Technology and development 327 140 General and administrative 10 10 Total $ 8,872 $ 7,830 |
Schedule of Future Amortization of Intangible Assets | Estimated future amortization of intangible assets as of December 31, 2023 is as follows: Year ended 2024 $ 4,577 2025 2,367 2026 1,016 2027 7 2028 1 Thereafter 1 Total $ 7,969 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: As of December 31, 2023 2022 Campaign costs $ 3,253 $ 4,081 Customer rebates 748 — Deferred revenue 331 1,149 Platform operations 280 401 Other 382 593 Total $ 4,994 $ 6,224 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income from Operations Before Income Taxes | The components of income from operations before income taxes consist of the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Domestic $ 1,531 $ 29,790 Foreign 68 ( 14 ) Income from operations before income taxes $ 1,599 $ 29,776 |
Schedule of Components of Provision for Income Taxes | Components of the provision for income taxes consist of the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Current provision (benefit): Federal $ 3,537 $ 5,253 State and local 1,604 2,261 Foreign 64 2 Total current provision 5,205 7,516 Deferred benefit: Federal ( 2,744 ) ( 4,473 ) State and local ( 869 ) ( 2,055 ) Foreign — — Total deferred benefit ( 3,613 ) ( 6,528 ) Provision for income taxes $ 1,592 $ 988 |
Summary of Reconciliation of Federal Statutory Rate to Effective Tax Rate | Reconciliation of the federal statutory rate to the Company’s effective tax rate is the following for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Federal income tax rate 21.0 % 21.0 % State and local taxes, net of federal benefit 36.0 % 0.6 % Foreign rate differential 0.8 % 0.0 % Unrealized gain on Seller's Earn-Out and warrants valuation - 27.5 % - 18.2 % Net shortfall on stock vesting and option exercises 93.5 % 0.0 % Permanent items 27.5 % 1.1 % Research and development credits - 58.0 % - 1.6 % Equity option forfeitures 5.6 % - 0.9 % Change in valuation allowance 0.0 % - 1.0 % Other - 0.5 % 2.3 % Effective tax rate 98.4 % 3.3 % |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of significant temporary differences that comprise deferred tax assets and liabilities were as of December 31, 2023 and 2022: As of December 31, 2023 2022 Deferred tax assets: Operating lease liability $ 1,827 $ 2,077 Accrued expenses — 5 Capitalized costs 2,388 2,750 Research and development expenditures capitalization 6,671 3,860 Reserves 283 198 Equity-based compensation 2,806 2,958 Deferred tax assets 13,975 11,848 Deferred tax liabilities: Right of use asset ( 1,416 ) ( 1,595 ) Fixed asset ( 206 ) ( 797 ) Intangible assets ( 1,606 ) ( 2,339 ) Investments ( 172 ) ( 155 ) Deferred tax liabilities ( 3,400 ) ( 4,886 ) Deferred tax asset, net $ 10,575 $ 6,962 |
Equity-Based Payments (Tables)
Equity-Based Payments (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Equity Option Plan | The following table summarizes the Company’s Stock Option activity for the years ended December 31, 2023 and 2022: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Outstanding at December 31, 2021 7,726,830 $ 0.60 5.22 Granted — — Exercised ( 794,506 ) 0.58 Forfeited ( 16,609 ) 0.74 Outstanding at December 31, 2022 6,915,715 $ 0.61 4.67 Granted — — Exercised ( 501,331 ) 0.61 Forfeited ( 18,563 ) 0.74 Expired ( 23,443 ) 0.59 Outstanding at December 31, 2023 6,372,378 $ 0.61 4.34 Vested and exercisable at December 31, 2023 6,372,378 0.61 4.34 |
Summary of RSU, Including PSU Activity | A summary of the RSU, including PSU, activity for the years ended December 31, 2023 and 2022, is as follows: Restricted Stock Units Weighted Average Grant-Date Fair Value per Unit Nonvested as of December 31, 2021 846,797 $ 7.95 Granted 3,403,582 9.41 Vested ( 528,111 ) 7.95 Forfeited ( 158,300 ) 9.46 Cancellations ( 799,287 ) 9.42 Nonvested as of December 31, 2022 2,764,681 $ 9.23 Granted 5,690,856 1.50 Vested ( 1,055,472 ) 9.01 Forfeited ( 169,943 ) 7.83 Nonvested as of December 31, 2023 7,230,122 $ 3.22 |
Summary of Total Equity-based Compensation Expense | The following table summarizes the total equity-based compensation expense included in the Consolidated Statements of Operations: Year Ended December 31, 2023 2022 Platform operations $ 1,406 $ 1,793 Sales and marketing 3,624 3,630 Technology and development 969 1,826 General and administrative 3,224 3,939 Total equity-based compensation expense $ 9,223 $ 11,188 |
Employee Stock Purchase Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions | 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 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 (Tables)
Seller's Earn-Out (Tables) - Seller's Earn-Out | 12 Months Ended |
Dec. 31, 2023 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Options | Assumptions used in the valuation were as follows: As of December 31, 2023 2022 Stock price $ 1.45 $ 1.66 Dividend yield 0.00 % 0.00 % Volatility 70.00 % 75.00 % Risk-free rate 4.01 % 4.37 % Forecast period (in years) 0.98 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 December 31, 2023 and 2022: Seller's Earn-Out Balance as of December 31, 2021 $ 18,081 Change in fair value ( 17,308 ) Balance as of December 31, 2022 773 Change in fair value ( 763 ) Balance as of December 31, 2023 $ 10 |
Equity based Compensation Expense Related to the Seller's Earn-Out to Exchanged Option and Exchanged Unit Holders | Equity-based compensation expense related to the Seller’s Earn-Out to Exchanged Option and Exchanged Unit holders was included in the Company’s Consolidated Statements of Operations for the year ended December 31, 2022 as follows: December 31, 2022 Platform operations $ 160 Sales and marketing 405 Technology and development 131 General and administrative 668 Total $ 1,364 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 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: As of December 31, 2023 2022 Exercise Price Expiration Date Public Warrants 10,541,595 10,541,595 $ 11.50 December 21, 2026 Private Placement Warrants 5,432,237 5,432,237 $ 11.50 December 21, 2026 |
Schedule of Key Inputs into BSM and Monte Carlo Simulation Model for Private Placement Warrants | The key inputs into the BSM and Monte Carlo simulation model as of December 31, 2023 and December 31, 2022, respectively, for the Private Placement Warrants were as follows: As of December 31, 2023 As of December 31, 2022 Stock Price $ 1.45 $ 1.66 Dividend yield 0.00 % 0.00 % Expected Volatility 70.00 % 69.50 % Expected term (years) 2.98 3.98 Risk-free interest rate 4.01 % 4.07 % Exercise Price $ 11.50 $ 11.50 |
Schedule of Changes in Fair Value of Public and Private Placement Warrants | The following table presents the changes in the fair value of the Public and Private Placement Warrants: Public Warrants Private Placement Warrants Total Warrant Liabilities Fair value as of December 31, 2021 $ 7,168 $ 4,998 $ 12,166 Change in valuation inputs or other assumptions ( 6,114 ) ( 3,754 ) ( 9,868 ) Fair value as of December 31, 2022 $ 1,054 $ 1,244 $ 2,298 Change in valuation inputs or other assumptions ( 527 ) ( 804 ) ( 1,331 ) Fair value as of December 31, 2023 $ 527 $ 440 $ 967 |
Symetryml And Symetryml Holdi_2
Symetryml And Symetryml Holdings (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Summary of Amounts Related to Accounting Deconsolidation Transaction | The following table shows the amounts related to the accounting for the Deconsolidation: Year Ended December 31, 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) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's liabilities that are measured at fair value | The following table summarizes our assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: December 31, 2023 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 628 $ 628 Total assets $ — $ — $ 628 $ 628 Liabilities: Public warrants(1) $ 527 $ — $ — $ 527 Private placement warrants(1) — 440 — 440 Seller's Earn-Out(1) — — 10 10 Total liabilities $ 527 $ 440 $ 10 $ 977 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) Re fer to Note 14 — Seller's Earn-Out and Note 15 — Warrants for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refer to Note 1 6 — Syme tryML and SymetryML Holdings below for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. |
Summary of rollforward of assets and liabilities classified as Level 3 | The following table presents a rollforward of the Company's assets and liabilities classified as Level 3 for the year ended December 31, 2023 and 2022: Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2021 $ — $ 18,081 Additions 861 — Measurement adjustments ( 72 ) ( 17,308 ) Balance as December 31, 2022 $ 789 $ 773 Measurement adjustments ( 161 ) ( 763 ) Balance as of December 31, 2023 $ 628 $ 10 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Income Per Share | The computation of net income per share was as follows: Year Ended December 31, 2023 2022 Net income attributable to AdTheorent Holding Company, Inc. $ 7 $ 29,338 Weighted-average common shares outstanding - basic 87,984,917 86,222,972 Effect of dilutive equity-based awards 4,480,586 6,398,850 Weighted-average common shares outstanding - diluted 92,465,503 92,621,822 Earnings per share: Basic $ 0.00 $ 0.34 Diluted $ 0.00 $ 0.32 |
Summary of Outstanding Potentially Dilutive Securities | The following outstanding potentially dilutive securities were excluded from the calculation of diluted net income per common stockholder because their impact would have been anti-dilutive for the period presented or their contingency conditions were not met: As of December 31, 2023 2022 Stock options 2,443,516 798,825 Restricted stock units 6,498,045 2,487,590 Public warrants 10,541,595 10,541,595 Private placement warrants (1) 5,432,237 5,432,237 Seller's Earn-Out 6,785,714 6,785,714 Sponsor Earn-Out 598,875 598,875 Total 32,299,982 26,644,836 (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) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the year ended December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Operating lease cost $ 1,007 $ 989 Short term lease cost $ 523 $ 207 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 year ended December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Operating cash flows used for operating leases $ 1,484 $ 1,382 Right-of-use assets obtained in exchange for new operating lease obligations $ 359 $ 214 |
Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to the Company’s operating leases as of December 31, 2023 and 2022 were as follows: Year ended December 31, 2023 2022 Weighted average remaining lease term (years) 4.50 5.59 Weighted average discount rate (%) 3.34 % 3.25 % |
Summary of Future Minimum Lease Payments | Approximate future minimum lease payments for the Company’s operating leases are as follows as of December 31, 2023: December 31, 2023 2024 $ 1,613 2025 1,624 2026 1,431 2027 1,364 2028 1,023 Thereafter — Total operating lease payments 7,055 Less: Imputed interest ( 493 ) Total operating lease liabilities $ 6,562 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Number of operating segment | Segment | 1 | |
Number of reportable segment | Segment | 1 | |
Cash and cash equivalents | $ 70,261,000 | $ 72,579,000 |
Working capital | $ 111,433,000 | |
Cash equivalents | 0 | |
Useful life of computer equipment | 5 years | |
Software development costs period of amortization | 2 years | |
Impairment of capitalized software development costs | $ 0 | 0 |
Impairment of long lived assets held for use | 0 | 0 |
Allocated overhead costs platform operations | 688,000 | 768,000 |
Advertising costs | 412,000 | 251,000 |
Allocated overhead costs sales and marketing | 1,117,000 | 1,251,000 |
Allocated overhead costs technology and development | 495,000 | 521,000 |
Allocated overhead costs general and administration | $ 187,000 | $ 180,000 |
Long-lived Assets | Geographic Concentration Risk | U.S. | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Concentration risk percentage | 99% | |
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 | Dec. 15, 2022 | |
Change in accounting principle, accounting standards update, immaterial effect | true |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Revenue by Geographic Region (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 170,809 | $ 166,082 |
U.S. | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 162,538 | 159,909 |
Canada | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | 8,244 | 5,957 |
Other | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Revenue | $ 27 | $ 216 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Finite Lived Intangible Assets Useful Lives Using Straight-line Method (Details) | Dec. 31, 2023 |
Software | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Software | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Non-compete Agreements | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Customer Relationships | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 7 years |
Trademarks/tradename | Minimum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Trademarks/tradename | Maximum | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | |
Deferred revenue recognized | $ 1,144,000 | $ 203,000 |
Minimum | ||
Disaggregation Of Revenue [Line Items] | ||
Typical payment terms | 30 days | |
Maximum | ||
Disaggregation Of Revenue [Line Items] | ||
Typical payment terms | 60 days |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue From Contract With Customer [RollForward] | ||
Beginning balance | $ 1,149 | $ 207 |
Deferral of revenue | 2,173 | 4,083 |
Recognition of deferred revenue | (2,986) | (2,091) |
Refunds | (5) | (1,050) |
Ending balance | $ 331 | $ 1,149 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||
Accounts receivables | $ 72,057 | $ 56,243 |
Other receivables | 234 | 483 |
Accounts and other receivables, Gross | 72,291 | 56,726 |
Less: allowance for doubtful accounts | (1,003) | (699) |
Accounts receivable, net | $ 71,288 | $ 56,027 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Provision for credit losses | $ 359 | $ 334 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Receivables [Abstract] | ||
Beginning balance | $ 699 | $ 365 |
Reserve for credit losses | 359 | 340 |
Write-offs, net of recoveries | (55) | (6) |
Ending balance | $ 1,003 | $ 699 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income taxes | $ 2,380 | $ 0 |
Platform operations | 872 | 876 |
Software | 590 | 501 |
Marketing-related events | 580 | 0 |
Other | 93 | 89 |
Total | $ 4,515 | $ 1,466 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated depreciation | $ (449) | $ (429) |
Total | 457 | 520 |
Computers and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net, gross | $ 906 | $ 949 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 193 | $ 193 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 18,596 | $ 57,898 |
Accumulated amortization | (10,627) | (46,715) |
Net carrying amount | $ 7,969 | $ 11,183 |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 0 years | |
Gross amount | $ 6,038 | |
Accumulated amortization | (6,038) | |
Net carrying amount | $ 0 | |
Capitalized Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 1 year 2 months 12 days | 1 year 1 month 6 days |
Gross amount | $ 8,401 | $ 10,173 |
Accumulated amortization | (3,487) | (7,535) |
Net carrying amount | $ 4,914 | $ 2,638 |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 1 year | |
Gross amount | $ 31,492 | |
Accumulated amortization | (27,017) | |
Net carrying amount | $ 4,475 | |
Trademarks/tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 3 years | 4 years |
Gross amount | $ 10,195 | $ 10,195 |
Accumulated amortization | (7,140) | (6,125) |
Net carrying amount | $ 3,055 | $ 4,070 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 8,872 | $ 7,830 |
Platform Operations | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 3,054 | 2,200 |
Sales and Marketing | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 5,481 | 5,480 |
Technology and Development | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 327 | 140 |
General and Administrative Expense | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 10 | $ 10 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 18,596 | $ 57,898 |
Amortization expense for Capitalized software costs | 3,380 | 2,199 |
Amortization expense | 8,872 | 7,830 |
SymetryML Holdings | ||
Finite Lived Intangible Assets [Line Items] | ||
Net intangible assets retired | 387 | |
Customer Relationships | ||
Finite Lived Intangible Assets [Line Items] | ||
Net intangible assets | 31,492 | |
Customer Relationships | SymetryML Holdings | ||
Finite Lived Intangible Assets [Line Items] | ||
Net intangible assets | 31,492 | |
Capitalized Software | SymetryML Holdings | ||
Finite Lived Intangible Assets [Line Items] | ||
Net intangible assets | 7,429 | |
Software | ||
Finite Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 6,038 | |
Software | SymetryML Holdings | ||
Finite Lived Intangible Assets [Line Items] | ||
Net intangible assets | $ 6,038 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 4,577 | |
2025 | 2,367 | |
2026 | 1,016 | |
2027 | 7 | |
2028 | 1 | |
Thereafter | 1 | |
Net carrying amount | $ 7,969 | $ 11,183 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 12 Months Ended | |||
Dec. 31, 2023 USD ($) Segment | Dec. 31, 2022 USD ($) | Oct. 31, 2023 | Oct. 31, 2022 | |
Goodwill [Line Items] | ||||
Number of reporting units | Segment | 1 | |||
Goodwill | $ 34,842,000 | $ 34,842,000 | ||
Goodwill impairment test, description | For the October 31, 2023 and 2022 impairment tests, fair value was determined by using a market-based approach (weighted 50%) and an income approach (weighted 50%), as this combination was deemed to be the most indicative of the Company’s fair value in an orderly transaction between market participants. | |||
Percentage of estimated weighted average cost of capital | 18% | 18% | ||
Number of financial forecast years for goodwill impairment testing | 5 years | 5 years | ||
Percentage of terminal growth rate calculated for years beyond 2030 and 2031 | 3% | 3% | ||
Impairment of goodwill | $ 0 | $ 0 | ||
Market-based Approach | ||||
Goodwill [Line Items] | ||||
Percentage of weighted average goodwill impairment | 50% | 50% | ||
Income Approach | ||||
Goodwill [Line Items] | ||||
Percentage of weighted average goodwill impairment | 50% | 50% |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Campaign costs | $ 3,253 | $ 4,081 |
Customer rebates | 748 | 0 |
Deferred revenue | 331 | 1,149 |
Platform Operations | 280 | 401 |
Other | 382 | 593 |
Total | $ 4,994 | $ 6,224 |
Debt - Additional Information (
Debt - Additional Information (Details) | 12 Months Ended | ||
Dec. 22, 2021 USD ($) Loan | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||
Amortization of debt issuance costs | $ 55,000 | $ 55,000 | |
Letters of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | 983,000 | 983,000 | |
Senior Secured Agreement | |||
Debt Instrument [Line Items] | |||
Type of revolving loan | Loan | 2 | ||
Deferred Financing fees | $ 277,000 | ||
Amortization of debt issuance costs | 55,000 | 55,000 | |
Senior Secured Agreement | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Dec. 22, 2026 | ||
Senior Secured Agreement | Maximum | |||
Debt Instrument [Line Items] | |||
Non-use of available funds commitment fee percentage | 0.35% | ||
Senior Secured Agreement | Minimum | |||
Debt Instrument [Line Items] | |||
Non-use of available funds commitment fee percentage | 0.25% | ||
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 | Swing Line Loans | 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 | SOFR Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2.50% | ||
Senior Secured Agreement | SOFR Loan | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 2% | ||
Senior Secured Agreement | ABR Loan | Maximum | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1.50% | ||
Debt instrument, variable rate | 1% | ||
Senior Secured Agreement | ABR Loan | Minimum | |||
Debt Instrument [Line Items] | |||
Debt instrument, interest rate | 1% | ||
Debt instrument, variable rate | 0.50% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Provision for income taxes | $ (1,592,000) | $ (988,000) |
Effective income tax rates | 98.40% | 3.30% |
Valuation allowance | $ 0 | $ 0 |
Deferred tax asset related to research and development | 6,671,000 | 3,860,000 |
Unrecognized tax benefits | 0 | 0 |
Interest and penalties expense | $ 0 | 0 |
Income tax examination description | the Company’s tax returns remain open and subject to examination by the tax authorities for the tax years 2019 and after. | |
Tax Cuts and Jobs Act, 2017 | ||
Operating Loss Carryforwards [Line Items] | ||
Deferred tax asset related to research and development | $ 6,671,000 | $ 3,860,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income from Operations Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ 1,531 | $ 29,790 |
Foreign | 68 | (14) |
Net income before provision for income taxes | $ 1,599 | $ 29,776 |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current provision (benefit): | ||
Federal | $ 3,537 | $ 5,253 |
State and local | 1,604 | 2,261 |
Foreign | 64 | 2 |
Total current provision | 5,205 | 7,516 |
Deferred benefit: | ||
Federal | (2,744) | (4,473) |
State and local | (869) | (2,055) |
Foreign | 0 | 0 |
Total deferred benefit | (3,613) | (6,528) |
Provision for income taxes | $ 1,592 | $ 988 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Federal Statutory Rate to Effective Tax Rate (Details) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Federal income tax rate | 21% | 21% |
State and local taxes, net of federal benefit | 36% | 0.60% |
Foreign rate differential | 0.80% | 0% |
Unrealized gain on Seller's Earn-Out and warrants valuation | (27.50%) | (18.20%) |
Net shortfall on stock vesting and option exercises | 93.50% | 0% |
Permanent items | 27.50% | 1.10% |
Research and development credits | (58.00%) | (1.60%) |
Equity option forfeitures | 5.60% | (0.90%) |
Change in valuation allowance | 0% | (1.00%) |
Other | (0.50%) | 2.30% |
Effective tax rate | 98.40% | 3.30% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Operating lease liability | $ 1,827 | $ 2,077 |
Accrued expenses | 0 | 5 |
Capitalized costs | 2,388 | 2,750 |
Research and development expenditures capitalization | 6,671 | 3,860 |
Reserves | 283 | 198 |
Equity-based compensation | 2,806 | 2,958 |
Deferred tax assets | 13,975 | 11,848 |
Deferred tax liabilities: | ||
Right of use asset | (1,416) | (1,595) |
Fixed asset | (206) | (797) |
Intangible assets | (1,606) | (2,339) |
Investments | (172) | (155) |
Deferred tax liabilities | (3,400) | (4,886) |
Deferred tax asset, net | $ 10,575 | $ 6,962 |
Equity-Based Payments - Additio
Equity-Based Payments - Additional Information (Details) | 12 Months Ended | |||||
Nov. 01, 2023 Tranche $ / shares shares | May 24, 2023 $ / shares shares | Dec. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Jan. 01, 2024 shares | Jul. 15, 2023 USD ($) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted | shares | 0 | 0 | ||||
Cash received from exercise of equity options | $ 306,000 | $ 459,000 | ||||
Estimated income tax benefit of equity-based compensation expense | 3,002,000 | 3,106,000 | ||||
Compensation expense | 9,223,000 | 11,188,000 | ||||
Stock Option | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | 3,000 | 243,000 | ||||
Capitalized Software Development Costs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 360,000 | 0 | ||||
Employee Stock Purchase Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Annual increase in number of shares reserved for issuance | shares | 2,026,328 | |||||
Compensation expense | $ 124,000 | 80,000 | ||||
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% | |||||
Aggregate number of common stock shares reserved for future issuance | shares | 2,552,353 | |||||
Fair value of purchase rights granted | $ 510 | |||||
Employee Stock Purchase Plan | Subsequent event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Aggregate number of common stock shares reserved for future issuance | shares | 884,640 | |||||
Equity Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of options exercised | $ 375,000 | 1,757,000 | ||||
Aggregate intrinsic value of options, outstanding | 5,380,000 | 7,286,000 | ||||
Aggregate intrinsic value of options, vested | $ 5,380,000 | $ 7,230,000 | ||||
Restricted Stock Units (RSUs) | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, equity instruments other than options, granted | shares | 126,050 | 5,564,806 | 5,690,856 | 3,403,582 | ||
Total unrecognized compensation cost, expected weighted average period | 1 year 3 months 18 days | |||||
Share-based payment award, equity instruments other than options, granted, fair value per unit | $ / shares | $ 1.21 | $ 1.51 | $ 1.50 | $ 9.41 | ||
Total unrecognized compensation expense | $ 13,860,000 | |||||
Restricted Stock Units (RSUs) | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Restricted Stock Units (RSUs) | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Performance-Based Restricted Stock Units | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 3 years | |||||
Numbr of tranches vest | Tranche | 3 | |||||
Compensation expense | 686,000 | |||||
Performance-Based Restricted Stock Units | Vesting Conditions | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation, equity instruments other than options, granted | shares | 1,037,980 | |||||
Performance-Based Restricted Stock Units | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 1 year | |||||
Performance-Based Restricted Stock Units | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting period | 4 years | |||||
Time-Based RSUs | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation expense | $ 8,410,000 | $ 10,865,000 | ||||
2017 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted | shares | 0 | 0 | ||||
Cash received from exercise of equity options | $ 306,000 | $ 459,000 | ||||
Tax benefit from equity options exercised | $ 607,000 | $ 128,000 | ||||
2017 Plan | Time-based Equity Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Award vesting percentage | 25% | |||||
Award vesting period | 4 years | |||||
2021 Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of common units, authorized | shares | 10,131,638 | |||||
Options available for grant | shares | 6,501,266 | |||||
Annual increase in number of shares reserved for issuance percent | 5% | |||||
2021 Plan | Subsequent event | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options available for grant | shares | 4,423,202 |
Equity-Based Payments - Summary
Equity-Based Payments - Summary of Equity Option Plan (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Equity Option Awards, Outstanding, Beginning balance | 6,915,715 | 7,726,830 | |
Options granted | 0 | 0 | |
Equity Option Awards, Exercised | (501,331) | (794,506) | |
Equity Option Awards, Forfeited | (18,563) | (16,609) | |
Equity Option Awards, Expired | (23,443) | ||
Equity Option Awards, Outstanding, Ending balance | 6,372,378 | 6,915,715 | 7,726,830 |
Equity Option Awards, Vested and exercisable at December 31, 2023 | 6,372,378 | ||
Weighted Average Exercise Price, Outstanding, Beginning balance | $ 0.61 | $ 0.60 | |
Weighted Average Exercise Price, Granted | 0 | 0 | |
Weighted Average Exercise Price, Exercised | 0.61 | 0.58 | |
Weighted Average Exercise Price, Forfeited | 0.74 | 0.74 | |
Weighted Average Exercise Price, Expired | 0.59 | ||
Weighted Average Exercise Price, Outstanding, Ending balance | 0.61 | $ 0.61 | $ 0.60 |
Weighted Average Exercise Price, Vested and exercisable at December 31, 2023 | $ 0.61 | ||
Weighted Average Remaining Contractual Life (Years), Outstanding | 4 years 4 months 2 days | 4 years 8 months 1 day | 5 years 2 months 19 days |
Weighted Average Remaining Contractual Life (Years), Vested and exercisable at December 31, 2023 | 4 years 4 months 2 days |
Equity-Based Payments - Summa_2
Equity-Based Payments - Summary of RSU, Including PSU Activity (Details) - Restricted Stock Units (RSUs) - $ / shares | 12 Months Ended | |||
Nov. 01, 2023 | May 24, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Restricted Stock Units, Nonvested Beginning of the year | 2,764,681 | 846,797 | ||
Restricted Stock Units, Granted | 126,050 | 5,564,806 | 5,690,856 | 3,403,582 |
Restricted Stock Units, Vested | (1,055,472) | (528,111) | ||
Restricted Stock Units, Forfeited | (169,943) | (158,300) | ||
Restricted Stock Units, Cancellations | (799,287) | |||
Restricted Stock Units, Nonvested End of the year | 7,230,122 | 2,764,681 | ||
Weighted Average Grant-Date Fair Value per Unit, Nonvested Beginning of the year | $ 9.23 | $ 7.95 | ||
Weighted Average Grant-Date Fair Value per Unit, Granted | $ 1.21 | $ 1.51 | 1.50 | 9.41 |
Weighted Average Grant-Date Fair Value per Unit, Vested | 9.01 | 7.95 | ||
Weighted Average Grant-Date Fair Value per Unit, Forfeited | 7.83 | 9.46 | ||
Weighted Average Grant-Date Fair Value per Unit, Cancellations | 9.42 | |||
Weighted Average Grant-Date Fair Value per Unit, Nonvested End of the year | $ 3.22 | $ 9.23 |
Equity-Based Payments - Summa_3
Equity-Based Payments - Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions (Details) - Employee Stock Purchase Plan | Jul. 15, 2023 $ / shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Grant price | $ 1.50 |
Expected term | 6 months |
Expected volatility | 65.19% |
Risk-free interest rate | 5.52% |
Expected dividend yield | 0% |
Equity-Based Payments - Summa_4
Equity-Based Payments - Summary of Total Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 9,223 | $ 11,188 |
Platform Operations | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | 1,406 | 1,793 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | 3,624 | 3,630 |
Technology and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | 969 | 1,826 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 3,224 | $ 3,939 |
Equity - Additional Information
Equity - Additional Information (Details) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 21, 2021 | |
Class of Stock [Line Items] | |||
Shares authorized | 370,000,000 | 370,000,000 | |
Common stock, shares authorized | 350,000,000 | 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 | 88,464,048 | 86,968,309 | |
Common stock, shares outstanding | 88,464,048 | 86,968,309 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 |
Seller's Earn-Out - Additional
Seller's Earn-Out - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 22, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||
Seller's Earn-Out equity-based compensation | $ 0 | $ 1,364,000 | |
Legacy AdTheorent | |||
Business Acquisition [Line Items] | |||
Number of business days following the achievement of the Seller's Earn-out Target | 10 days | ||
Sellers earn out consideration payable in cash | $ 95,000,000 | ||
MCAP | Common Stock | Sponsor Support Agreement | |||
Business Acquisition [Line Items] | |||
Shares held in escrow subject to earnout targets | 598,875 | ||
MCAP | First Level Escrow Shares | Sponsor Support Agreement | |||
Business Acquisition [Line Items] | |||
Number of trading days for volume weighted average price of company common stock | 20 days | ||
Number of consecutive trading days for volume weighted average price of company common stock | 30 days | ||
Shares held in escrow subject to earnout targets | 299,438 | ||
Escrow Shares Holding period | 3 years | ||
Fair Value at Initial Measurement Per Share | $ 8.16 | ||
MCAP | Second Level Escrow Shares | Sponsor Support Agreement | |||
Business Acquisition [Line Items] | |||
VWAP common stock per share | $ 13.5 | ||
Number of trading days for volume weighted average price of company common stock | 20 days | ||
Number of consecutive trading days for volume weighted average price of company common stock | 30 days | ||
Shares held in escrow subject to earnout targets | 299,437 | ||
Escrow Shares Holding period | 3 years | ||
Fair Value at Initial Measurement Per Share | $ 7.65 | ||
Seller's Earn-Out | |||
Business Acquisition [Line Items] | |||
Business combination shares exchanged option vested | 8,503,133 | ||
Seller's Earn-Out equity-based compensation | $ 0 | $ 1,364,000 | |
Seller's Earn-Out | Legacy AdTheorent | |||
Business Acquisition [Line Items] | |||
VWAP common stock per share | $ 14 | ||
Number of trading days for volume weighted average price of company common stock | 20 days | ||
Number of consecutive trading days for volume weighted average price of company common stock | 30 days | ||
Share price | $ 14 | ||
Business acquisition nonassessable share price | $ 14 | ||
Business combination shares issued upon conversion | 6,785,714 | ||
Earn-Out consideration payable to unvested exchanged options or units | $ 0 | ||
Earn-Out consideration payout period for exchanged options or units holders | 30 days |
Seller's Earn-Out - Schedule of
Seller's Earn-Out - Schedule of Assumption Used in Valuation (Details) - Seller's Earn-Out | Dec. 31, 2023 | Dec. 31, 2022 |
Stock Price | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.45 | 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 | 0.70 | 0.75 |
Risk-free Rate | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.0401 | 0.0437 |
Forecast Period (in years) | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.98 | 1.98 |
Seller's Earn-Out - Schedule _2
Seller's Earn-Out - Schedule of Change in Fair Value (Details) - Seller's Earn-Out - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Fair value as of beginning balance | $ 773 | $ 18,081 |
Change in fair value | (763) | (17,308) |
Fair value as of ending balance | $ 10 | $ 773 |
Seller's Earn-Out - Equity base
Seller's Earn-Out - Equity based Compensation Expense Related to the Seller's Earn-Out to Exchanged Option and Exchanged Unit Holders (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | $ 9,223 | $ 11,188 |
Seller's Earn-Out | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | 1,364 | |
Platform Operations | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | 1,406 | 1,793 |
Platform Operations | Seller's Earn-Out | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | 160 | |
Sales and Marketing | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | 3,624 | 3,630 |
Sales and Marketing | Seller's Earn-Out | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | 405 | |
Technology and Development | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | 969 | 1,826 |
Technology and Development | Seller's Earn-Out | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | 131 | |
General and Administrative Expense | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | $ 3,224 | 3,939 |
General and Administrative Expense | Seller's Earn-Out | ||
Business Acquisition [Line Items] | ||
Total equity-based compensation expense | $ 668 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2023 Item Warrant $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 22, 2021 shares | |
Redemption of Warrants When Price per Share of Common Stock Equals or Exceeds $10.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ 0.10 | ||
Warrant redemption condition minimum share price | $ 10 | ||
Threshold trading days for redemption of public warrants | Item | 20 | ||
Threshold consecutive trading days for redemption of public warrants | Item | 30 | ||
Warrants | |||
Class of Warrant or Right [Line Items] | |||
Warrants exercisable date | Mar. 02, 2022 | ||
Warrant exercise period condition one | 12 months | ||
Warrant exercise period condition two | 30 days | ||
Number of shares issuable per warrant | shares | 1 | ||
Exercise price per share | $ 11.50 | ||
Public Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share | $ 11.50 | ||
Warrants expiration term | 5 years | ||
Number of warrants exercised | Warrant | 10 | ||
Warrants Outstanding | shares | 10,541,595 | 10,541,595 | |
Price per warrant outstanding | $ 0.05 | $ 0.10 | |
Public Warrants | Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00 | |||
Class of Warrant or Right [Line Items] | |||
Redemption price per public warrant (in dollars per share) | $ 0.01 | ||
Redemption period | 30 days | ||
Warrant redemption condition minimum share price | $ 18 | ||
Threshold trading days for redemption of public warrants | Item | 20 | ||
Threshold consecutive trading days for redemption of public warrants | Item | 30 | ||
Public Warrants | MCAP's Initial Public Offering | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | shares | 10,541,605 | ||
Private Placement Warrants | |||
Class of Warrant or Right [Line Items] | |||
Exercise price per share | $ 11.50 | ||
Warrants expiration term | 5 years | ||
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 | ||
Private Placement Warrants | MCAP Sponsor | |||
Class of Warrant or Right [Line Items] | |||
Warrants Outstanding | shares | 5,432,237 |
Warrants - Summary of Number of
Warrants - Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price (Details) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 10,541,595 | 10,541,595 |
Exercise Price | $ 11.50 | |
Expiration Date | Dec. 21, 2026 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 5,432,237 | 5,432,237 |
Exercise Price | $ 11.50 | |
Expiration Date | Dec. 21, 2026 |
Warrants - Schedule of Key Inpu
Warrants - Schedule of Key Inputs into BSM and Monte Carlo Simulation Model for Private Placement Warrants (Details) - Level 2 - Recurring - Private Placement Warrants | Dec. 31, 2023 yr | Dec. 31, 2022 yr |
Stock Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 1.45 | 1.66 |
Dividend yield | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0 | 0 |
Expected Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.70 | 0.695 |
Expected term (years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.98 | 3.98 |
Risk-free interest rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0401 | 0.0407 |
Exercise Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.50 | 11.50 |
Warrants - Schedule of Changes
Warrants - Schedule of Changes in Fair Value of Public and Private Placement Warrants (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair value as of beginning balance | $ 1,054 | $ 7,168 |
Change in valuation inputs or other assumptions | (527) | (6,114) |
Fair value as of ending balance | 527 | 1,054 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair value as of beginning balance | 1,244 | 4,998 |
Change in valuation inputs or other assumptions | (804) | (3,754) |
Fair value as of ending balance | 440 | 1,244 |
Warrants | ||
Class of Warrant or Right [Line Items] | ||
Fair value as of beginning balance | 2,298 | 12,166 |
Change in valuation inputs or other assumptions | (1,331) | (9,868) |
Fair value as of ending balance | $ 967 | $ 2,298 |
Symetryml And Symetryml Holdi_3
Symetryml And Symetryml Holdings - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | |||
Gain on deconsolidation of SymetryML | $ 1,939 | ||
Amount raised to fund for SAFE Notes | $ 0 | $ 200 | |
SymetryML Holdings | |||
Class of Stock [Line Items] | |||
Percentage of interests owned by noncontrolling interests | 0% | 0% | |
Gain on deconsolidation of SymetryML | $ 1,939 | $ 1,939 | |
Remeasurement of retained noncontrolling investment of fair value | $ 541 | ||
Fair value of retained investment | $ 628 | $ 789 | |
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 | 12 Months Ended |
Dec. 31, 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 | Dec. 31, 2023 | Dec. 31, 2022 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | $ 967 | $ 2,298 | |
Fair Value, Recurring | |||
Assets: | |||
Total assets | 628 | 789 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 977 | 3,071 | |
Level 1 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 527 | 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 | 628 | 789 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 10 | 773 | |
Public Warrants | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 527 | 1,054 |
Public Warrants | Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 527 | 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] | 10 | 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] | 10 | 773 |
Investment in SymetryML Holdings | Fair Value, Recurring | |||
Assets: | |||
Total assets | [2] | 628 | 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] | $ 628 | $ 789 |
[1] Re fer to Note 14 — Seller's Earn-Out and Note 15 — Warrants for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. Refer to Note 1 6 — Syme tryML and SymetryML Holdings below 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 | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 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 | (763) | (17,308) |
Ending Balance | 10 | 773 |
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 | (161) | (72) |
Ending Balance | $ 628 | $ 789 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Computation of Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net income attributable to AdTheorent Holding Company, Inc. | $ 7 | $ 29,338 |
Weighted-average common shares outstanding - basic | 87,984,917 | 86,222,972 |
Effect of dilutive equity-based awards | 4,480,586 | 6,398,850 |
Weighted-average common shares outstanding - diluted | 92,465,503 | 92,621,822 |
Basic | $ 0 | $ 0.34 |
Diluted | $ 0 | $ 0.32 |
Earnings Per Share - Summary of
Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 32,299,982 | 26,644,836 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 2,443,516 | 798,825 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 6,498,045 | 2,487,590 |
Public Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 10,541,595 | 10,541,595 |
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 |
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 |
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 |
Earnings Per Share - Summary _2
Earnings Per Share - Summary of Outstanding Potentially Dilutive Securities (Parenthetical) (Details) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 32,299,982 | 26,644,836 |
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 |
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 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Lessee, Lease, Description [Line Items] | ||
Rent expense | $ 523,000 | $ 207,000 |
Sublease Income | 0 | 0 |
Total net rent expense | 1,530,000 | 1,196,000 |
Letters of Credit | ||
Lessee, Lease, Description [Line Items] | ||
Line of credit | $ 983,000 | $ 983,000 |
New York Headquarters Office | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expiration year | 2028 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 1,007 | $ 989 |
Short term lease cost | 523 | 207 |
Variable lease cost | $ 0 | $ 0 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Operating cash flows used for operating leases | $ 1,484 | $ 1,382 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 359 | $ 214 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Operating Leases (Details) | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 4 years 6 months | 5 years 7 months 2 days |
Weighted average discount rate (%) | 3.34% | 3.25% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 1,613 |
2025 | 1,624 |
2026 | 1,431 |
2027 | 1,364 |
2028 | 1,023 |
Thereafter | 0 |
Total operating lease payments | 7,055 |
Less: Imputed interest | (493) |
Total | $ 6,562 |
Commitments and Contingences -
Commitments and Contingences - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 21, 2021 | Dec. 20, 2021 | |
Commitments And Contingences [Line Items] | ||||
Common stock, shares authorized | 350,000,000 | 350,000,000 | 350,000,000 | |
Class A Common Stock | ||||
Commitments And Contingences [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Subscription Agreement | ||||
Commitments And Contingences [Line Items] | ||||
Settlement fee to terminate agreement | $ 6,300 |
Risks, Uncertainties, and Con_2
Risks, Uncertainties, and Concentrations - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) Customer | Dec. 31, 2022 Customer | |
Concentration Risk [Line Items] | ||
Cash balances in excess of FDIC insured limits | $ | $ 69,606 | |
Maximum | ||
Concentration Risk [Line Items] | ||
Accounts insured by federal deposit insurance corporation | $ | $ 250 | |
Accounts Receivable | Customer Concentration Risk | One Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 34% | 6% |
Number of customers | 1 | 1 |
Accounts Receivable | Customer Concentration Risk | Five Customers | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 45% | 21% |
Number of customers | 5 | 5 |
Revenue | Customer Concentration Risk | One Customer | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15% | |
Number of customers | 1 | |
Revenue | Customer Concentration Risk | Five Customers | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 30% | 21% |
Number of customers | 5 | 5 |
Employee Savings - Additional I
Employee Savings - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Employer matching contribution amount | $ 1,622 | $ 1,556 |
Defined contribution plan, description | The Company offers its employees a savings plan pursuant to Section 401(k) of the Internal Revenue Code (the “Code”), whereby employees may contribute a percentage of their compensation, not to exceed the maximum amount allowable under the Code. |