Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | Apr. 29, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | AdTheorent Holding Company, Inc. | |
Entity Central Index Key | 0001838672 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 91,958,261 | |
Entity Interactive Data Current | Yes | |
Entity File Number | 001-40116 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 85-3978415 | |
Entity Address, Address Line One | 330 Hudson Street | |
Entity Address, Address Line Two | 13th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10013 | |
City Area Code | 800 | |
Local Phone Number | 804-1359 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Common Stock, Par Value $0.0001 Per Share | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Trading Symbol | ADTH | |
Security Exchange Name | NASDAQ | |
Warrants to Purchase Common Stock | ||
Document Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase common stock | |
Trading Symbol | ADTHW | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 69,202 | $ 70,261 |
Accounts receivable, net | 55,233 | 71,288 |
Income tax recoverable | 163 | 177 |
Prepaid expenses | 5,974 | 4,515 |
Total current assets | 130,572 | 146,241 |
Property and equipment, net | 437 | 457 |
Operating lease right-of-use asset | 4,794 | 5,085 |
Investment in SymetryML Holdings | 742 | 628 |
Intangible assets, net | 8,204 | 7,969 |
Goodwill | 34,842 | 34,842 |
Deferred income taxes, net | 11,647 | 10,575 |
Other assets | 397 | 299 |
Total assets | 191,635 | 206,096 |
Current liabilities | ||
Accounts payable | 13,586 | 17,910 |
Accrued compensation | 3,012 | 10,483 |
Accrued expenses | 5,442 | 4,994 |
Operating lease liabilities, current | 1,436 | 1,421 |
Total current liabilities | 23,476 | 34,808 |
Warrants | 6,730 | 967 |
Seller's Earn-Out | 5 | 10 |
Operating lease liabilities, non-current | 4,779 | 5,141 |
Total liabilities | 34,990 | 40,926 |
Stockholders’ equity | ||
Preferred stock, $0.0001 per share, 20,000,000 shares authorized, no shares issued and outstanding as of March 31, 2024 and December 31, 2023 | ||
Common stock, $0.0001 par value, 350,000,000 shares authorized; 91,555,276 and 88,464,048 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively | 9 | 9 |
Additional paid-in capital | 94,631 | 93,304 |
Retained earnings | 62,005 | 71,857 |
Total stockholders' equity | 156,645 | 165,170 |
Total liabilities and stockholders' equity | $ 191,635 | $ 206,096 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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 | 91,555,276 | 88,464,048 |
Common stock, shares outstanding | 91,555,276 | 88,464,048 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 34,857 | $ 32,674 |
Operating expenses: | ||
Platform operations | 20,601 | 18,387 |
Sales and marketing | 10,862 | 10,307 |
Technology and development | 3,222 | 3,291 |
General and administrative | 5,771 | 3,936 |
Total operating expenses | 40,456 | 35,921 |
Loss from operations | (5,599) | (3,247) |
Interest income, net | 646 | 619 |
Gain on change in fair value of Seller's Earn-Out | 5 | 233 |
Loss on change in fair value of warrants | (5,763) | (269) |
Gain (loss) on fair value of investment in SymetryML Holdings | 114 | (168) |
Other expense, net | (4) | (41) |
Total other (loss) income, net | (5,002) | 374 |
Net loss before income taxes | (10,601) | (2,873) |
Benefit (provision) for income taxes | 749 | (2,350) |
Net loss | $ (9,852) | $ (5,223) |
Loss per share: | ||
Basic | $ (0.11) | $ (0.06) |
Diluted | $ (0.11) | $ (0.06) |
Weighted-average common shares outstanding: | ||
Basic | 90,449,398 | 87,551,278 |
Diluted | 90,449,398 | 87,551,278 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings |
Balance at the beginning at Dec. 31, 2022 | $ 155,425 | $ 9 | $ 83,566 | $ 71,850 |
Balance at the beginning (in shares) at Dec. 31, 2022 | 86,968,309 | |||
Equity-based compensation | 1,552 | 1,552 | ||
Exercises of options | 57 | 57 | ||
Exercises of options (in shares) | 80,520 | |||
Vesting of restricted stock, net of shares withheld for taxes | (399) | (399) | ||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 605,854 | |||
Shares issued under employee stock purchase plan | 172 | 172 | ||
Shares issued under employee stock purchase plan (in shares) | 111,433 | |||
Net loss | (5,223) | (5,223) | ||
Balance at the end at Mar. 31, 2023 | 151,584 | $ 9 | 84,948 | 66,627 |
Balance at the end (in shares) at Mar. 31, 2023 | 87,766,116 | |||
Balance at the beginning at Dec. 31, 2023 | 165,170 | $ 9 | 93,304 | 71,857 |
Balance at the beginning (in shares) at Dec. 31, 2023 | 88,464,048 | |||
Equity-based compensation | 2,137 | 2,137 | ||
Exercises of options | $ 238 | 238 | ||
Exercises of options (in shares) | 496,542 | 506,406 | ||
Vesting of restricted stock, net of shares withheld for taxes | $ (1,199) | (1,199) | ||
Vesting of restricted stock, net of shares withheld for taxes (in shares) | 2,466,055 | |||
Shares issued under employee stock purchase plan | 151 | 151 | ||
Shares issued under employee stock purchase plan (in shares) | 118,767 | |||
Net loss | (9,852) | (9,852) | ||
Balance at the end at Mar. 31, 2024 | $ 156,645 | $ 9 | $ 94,631 | $ 62,005 |
Balance at the end (in shares) at Mar. 31, 2024 | 91,555,276 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities | ||
Net loss | $ (9,852) | $ (5,223) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||
Provision for credit losses | (200) | 0 |
Amortization expense | 1,403 | 2,059 |
Depreciation expense | 47 | 49 |
Amortization of debt issuance costs | 14 | 14 |
Gain on change in fair value of Seller's Earn-Out | (5) | (233) |
Loss on change in fair value of warrants | 5,763 | 269 |
Loss (gain) on fair value of investment in SymetryML Holdings | (114) | 168 |
Deferred tax benefit | (1,072) | (1,326) |
Equity-based compensation | 2,041 | 1,480 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 16,255 | 16,719 |
Income taxes recoverable | 14 | (46) |
Prepaid expenses and other assets | (1,280) | (1,824) |
Accounts payable | (4,412) | (572) |
Accrued compensation, accrued expenses, and other liabilities | (7,370) | (7,423) |
Net cash provided by operating activities | 1,232 | 4,111 |
Cash flows from investing activities | ||
Capitalized software development costs | (1,448) | (1,196) |
Purchase of property and equipment | (33) | (23) |
Net cash used in investing activities | (1,481) | (1,219) |
Cash flows from financing activities | ||
Cash received for exercised options | 238 | 57 |
Taxes paid related to net settlement of restricted stock awards | (1,199) | (399) |
Proceeds from employee stock purchase plan | 151 | 172 |
Net cash used in financing activities | (810) | (170) |
Net (decrease) increase in cash and cash equivalents | (1,059) | 2,722 |
Cash and cash equivalents at beginning of period | 70,261 | 72,579 |
Cash and cash equivalents at end of period | 69,202 | 75,301 |
Non-cash investing and financial activities | ||
Capitalized software and property and equipment, net included in accounts payable | 88 | 30 |
Equity-based compensation included in capitalized software development costs | $ 96 | $ 72 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
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 | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company. All intercompany transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2024 and for the three months ended March 31, 2024 and 2023. The Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the Company's audited consolidated financial statements as of that date. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , which include a complete set of footnote disclosures, including the Company's significant accounting policies. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. Summary of Significant Accounting Policies There have been no material changes in the Company's significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2023 , except as detailed below. Emerging Growth Company From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. Recent Accounting Pronouncements 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 | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | 3. REVENUE RECOGNITION ASC 606, Revenue from Contracts with Customers Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services. The Company measures revenue based on the consideration specified in the customer arrangement, and revenue is recognized when the performance obligations in the customer arrangement are satisfied. The transaction price of a contract is allocated to each distinct performance obligation and recognized as revenue when or as the customer receives the benefit of the performance obligation. The Company’s revenue streams include Managed Programmatic revenue and Self-service revenue. For its Managed Programmatic revenue, the Company negotiates insertion orders (“IOs”) with the advertising agency or brand, which specifies the material terms of the campaign. IOs are subject to cancellation by the client, usually with no penalty, for the unfilled portion of the IO. The Company’s performance obligation is to deliver digital advertisements in accordance with the terms of the IO. The Company has concluded that this constitutes a single performance obligation for financial reporting purposes and that such obligation is recognized over the time, using the output method, for which the Company is transferring value to the customer through delivered advertising units. The Company is responsible for fulfilling advertising delivery, including optimization and reporting, establishes the selling price for the delivery, and the Company performs billing and collections, including ultimately retaining credit risk. The Company has therefore determined that it serves as a principal and that gross presentation of revenue is appropriate. Self-service customers access the Company’s platform directly and manage all aspects of their advertising campaigns. The Company provides advertiser and marketer customers direct access to the platform so that they can execute and manage advertising campaigns and is not primarily responsible for the purchase of advertising inventory, third party data, and other related expenses. Revenue for customers working with the Company on this basis are recorded net of the amount incurred and payable to suppliers for the cost of advertising inventory, third party data and other add-on features, as the Company does not control the purchase nor have pricing discretion with regard to these items. The Company bills clients for their purchases through its platform and the associated platform fees. For the Company’s Self-service Plus offering, which is used as a higher-touch on-boarding level of service for Self-service customers who desire greater implementation support, the Company is primarily responsible for the purchase of advertising inventory, third party data, and other related expenses. The Company has therefore determined that the Company serves as a principal and that gross presentation of revenue is appropriate. The Company has elected to expense the costs to obtain or fulfill a contract as incurred because the amortization period of the asset that the Company otherwise would have recognized is one year or less. Therefore, there were no contract cost assets recognized as of March 31, 2024 or December 31, 2023. 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 Liability For the three months ended March 31, 2024 and 2023, the Company recognized approxi mately $ 305 and $ 1,012 , respectively, of revenue which was included in the opening deferred revenue balance. |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. ACCOUNTS RECEIVABLE, Net Accounts receivable, net consisted of the following: March 31, December 31, 2024 2023 Accounts receivable $ 55,816 $ 72,057 Other receivables 118 234 $ 55,934 $ 72,291 Less: allowance for credit losses ( 701 ) ( 1,003 ) Accounts receivable, net $ 55,233 $ 71,288 The provision (benefit) for credit losses on accounts receivable was $ ( 200 ) and $ — for the three months ended March 31, 2024 and 2023, respectively. The following table presents changes in the allowance for credit losses: Three Months Ended March 31, 2024 2023 Beginning balance $ 1,003 $ 699 Reserve for credit losses ( 200 ) — Write-offs, net of recoveries ( 102 ) ( 21 ) Ending balance $ 701 $ 678 |
Prepaid Expenses
Prepaid Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses | 5. PREPAID EXPENSES Prepaid expenses consisted of the following: March 31, December 31, 2024 2023 Income taxes $ 2,534 $ 2,380 Platform operations 945 872 Insurance 941 - Software 875 590 Marketing-related events 351 580 Other 328 93 Total $ 5,974 $ 4,515 |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. PROPERTY AND EQUIPMENT, Net Property and equipment, net consisted of the following: March 31, December 31, 2024 2023 Computers and equipment $ 896 $ 906 Less: accumulated depreciation ( 459 ) ( 449 ) Total $ 437 $ 457 Depreciation expense on Property and equipment was $ 47 and $ 49 for the three months ended March 31, 2024 and 2023 , respectively. |
Intangible Assets, Net
Intangible Assets, Net | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | 7. INTANGIBLE ASSETS, Net Intangible assets, net consisted of the following: March 31, 2024 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Capitalized software costs 1.2 $ 9,387 $ ( 3,983 ) $ 5,404 Trademarks/tradename 2.8 10,195 ( 7,395 ) 2,800 Total $ 19,582 $ ( 11,378 ) $ 8,204 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 Amortization expense was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, 2024 2023 Platform operations $ 956 $ 663 Sales and marketing 251 1,370 Technology and development 193 23 General and administrative 3 3 Total $ 1,403 $ 2,059 Total amortization expense for the three months ended March 31, 2024 and 2023 was $ 1,403 and $ 2,059 , respectively. Amortization expense for capitalized software costs for the three months ended March 31, 2024 and 2023 was $ 1,149 and $ 686 , respectively. Estimated future amortization of intangible assets as of March 31, 2024 is as follows: Remainder of 2024 $ 3,920 2025 3,186 2026 1,090 2027 6 2028 1 Thereafter 1 Total $ 8,204 |
Goodwill
Goodwill | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 8. GOODWILL The Company is a single reporting unit. The goodwill balance as of March 31, 2024 and December 31, 2023 was $ 34,842 . The Company did no t identify a goodwill impairment indicator during the three months ended March 31, 2024 to necessitate the performance of an interim impairment test. The Company will continue to monitor impairment indicators in future periods, inclusive of its stock price. |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 9. ACCRUED EXPENSES Accrued expenses consisted of the following: March 31, 2024 December 31, 2023 Campaign costs $ 2,872 $ 3,253 Customer rebates 788 748 Deferred revenues 784 331 Legal fees 711 89 Platform operations 49 280 Other 238 293 Total $ 5,442 $ 4,994 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 10. DEBT On December 22, 2021, the Company entered into a senior secured credit facilities credit agreement (the “Senior Secured Agreement”) with Silicon Valley Bank (“SVB”). The Senior Secured Agreement allows for the Company to borrow up to $ 40,000 in a revolving credit facility (“Revolving Credit Facility”), including a $ 10,000 sub-limit for letters of credit and a swing line sub-limit of $ 10,000 . The Revolving Credit Facility commitment termination date is December 22, 2026 . 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. 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 condensed 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 March 31, 2024 and December 31, 2023, the Company was in full compliance with the terms of the Senior Secured Agreement. As of both March 31, 2024 and December 31, 2023 , the Company had one letter of credit for $ 983 . As of March 31, 2024 and December 31, 2023 , there were no amounts drawn on the Revolving Credit Facility. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. INCOME TAXES For the three months ended March 31, 2024 and 2023, the Company recorded an income tax benefit (provision) of $ 749 and ($ 2,350 ), respectively . The annual effective income tax rates before discrete items (“AETR”) for the three months ended March 31, 2024 and 2023 was 31.8 % and ( 17.8 %), respectively. The AETR for the three months ended March 31, 2024 was more than the statutory rate of 21 % primarily due to state and local income taxes, meals and entertainment, and executive equity-based compensation not deductible for tax purposes. The Company did not include any fair value adjustments not reasonably estimable for the full-year in the calculation of its AETR as the full-year impact of these specific items cannot be reasonably projected. Refer to Note 14 – Seller's Earn-out and Note 15 – Warrants for further detail on fair value adjustments for the Seller's Earn-Out and warrant liabilities, respectively. |
Equity-Based Payments
Equity-Based Payments | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Equity-Based Payments | 12. EQUITY-BASED PAYMENTS 2021 Long-Term Incentive Plan The Company’s Board of Directors (the “Board”) approved 2021 Long-Term Incentive Plan (the “2021 Plan”) was adopted by the Company’s stockholders on December 21, 2021, initially authorizing the Company to issue 10,131,638 shares of its common stock (“Common Stock”). Annually, on each January 1 and through January 1, 2031, the 2021 Plan authorizes the Company to increase the shares available for issuance by an amount equal to the lesser of (a) 5 % of the total number of shares outstanding on the last day of the preceding calendar year or (b) such smaller number of shares as determined by the Board. On January 1, 2024, the Company added 4,423,202 shares to the shares available for issuance under the 2021 Plan. As of March 31, 2024 , 11,141,950 shares remained available for issuance pursuant to the 2021 Plan. Stock Option Award Activity For the three months ended March 31, 2024 and 2023, no expense was recognized for equity-based compensation related to stock options. All stock options were fully vested as of July 1, 2023. The following table summarizes stock option activity for the three months ended March 31, 2024: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2023 6,372,378 $ 0.61 Exercised ( 496,542 ) 0.48 Forfeited ( 498,263 ) 0.47 Outstanding as of March 31, 2024 5,377,573 $ 0.63 Exercisable as of March 31, 2024 5,377,573 $ 0.63 Restricted Stock Units The fair value of Restricted Stock Units (“RSUs”) equals the market value of the Company’s Common Stock on the date of the grant. The RSUs are excluded from issued and outstanding shares until they are vested. For the three months ended March 31, 2024 and 2023, no equity-based compensation expense was recognized on the RSUs with performance-based vesting conditions (“PSUs”) on the basis that achievement of the specified performance targets as of March 31, 2024 was not probable. Some PSUs granted in the year ended December 31, 2023 were cancelled as of February 13, 2024 due to not obtaining the defined targets of the related grants. The vesting conditions for outstanding PSUs are based on achievement of revenue targets. For the three months ended March 31, 2024 and 2023 , $ 1,922 , and $ 1,443 of equity-based compensation expense was recognized, related to RSUs with time-based vesting conditions and $ 92 and $ 0 was recognized related to PSU achievement. The following summarizes RSU activity for the three months ended March 31, 2024: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2023 7,230,122 $ 3.22 Vested ( 3,232,915 ) 5.93 Forfeited ( 217,482 ) 3.54 Outstanding as of March 31, 2024 3,779,725 $ 3.63 Employee Stock Purchase Plan On December 21, 2021, the Company’s stockholders approved the AdTheorent Holding Company, Inc. Employee Stock Purchase Plan (the “ESPP”) and the ESPP became effective on such date with an authorized 2,026,328 shares of Common Stock (subject to certain adjustments to reflect changes in the Company’s capitalization) are reserved and may be purchased by eligible employees who become participants in the ESPP. The purchase price per share of the Common Stock is the lesser of 85 % of the fair market value of a share of Common Stock on the offering date or 85 % of the fair market value of a share of Common Stock on the purchase date. The first offering period under the ESPP began August 15, 2022 and ended January 14, 2023. Beginning with the second offering period beginning January 14, 2023, each offering period will be six months. Pursuant to the ESPP, on January 1, 2024, the Company added 884,640 shares available for issuance. As of March 31, 2024, there were 3,429,659 shares of Common Stock available for issuance pursuant to the ESPP. Total compensation expense related to the ESPP was $ 27 and $ 37 for the three months ended March 31, 2024 and 2023, respectively, classified within each applicable operating expense category on the accompanying Condensed 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 January 12, 2024 was $ 0.57 . It was estimated by applying the Black-Scholes Option-Pricing model (“BSM”) to the purchase period in the offering period using the following assumptions: January 12, 2024 Grant price $ 1.89 Expected term 6 months Expected volatility 52.15 % Risk-free interest rate 5.16 % Expected dividend yield 0.00 % Grant price - Closing stock price on the first day of the offering period. Expected Term - The expected term is based on the end date of the purchase period of each offering period, which is three months from the commencement of each new offering period. Expected volatility - The expected volatility is based on historical volatility of the Company’s stock as well as the implied volatility from publicly traded options on the Company’s stock. Risk-free interest rate - The risk-free interest rate is based on a United States (“U.S.”) Treasury rate in effect on the date of grant with a term equal to the expected term. Equity-Based Compensation Expense The following table summarizes the total equity-based compensation expense included in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2024 2023 Platform operations $ 340 $ 207 Sales and marketing 835 615 Technology and development 225 183 General and administrative 641 475 Total equity-based compensation expense $ 2,041 $ 1,480 Equity-based compensation included in capitalized softwa re development costs was $ 96 and $ 72 for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, there was $ 11,471 of total unrecognized compensation expense related to the RSUs, including PSUs, which is expected to be recognized over a weighted average period of 1.2 years. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Equity | 13. EQUITY The Company has authorized a total of 370,000,000 shares for issuance with 350,000,000 shares designated as Common Stock and 20,000,000 shares designated as preferred stock. The Company’s common stockholders are entitled to one vote per share for the election of the Company directors and all other matters submitted to a vote of stockholders of the company. Additionally, the Company’s common stockholders will be entitled to receive dividends when, as and if declared by the Company Board, payable either in cash, in property or in shares of capital stock, after payment to any Company preferred stockholders having preference, if any. Out of the total authorized Common Stock , 91,555,276 , and 88,464,048 were issued and outstanding as of March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023 , there were no shares of preferred stock issued and outstanding. |
Seller's Earn-Out
Seller's Earn-Out | 3 Months Ended |
Mar. 31, 2024 | |
Business Combination, Description [Abstract] | |
Seller's Earn-Out | 14. SELLER'S EARN-OUT The estimated fair value of the Seller’s Earn-Out, as defined in Note 15 – Seller’s Earn-Out included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , was determined using a Monte Carlo simulation valuation model using the most reliable information available. Assumptions used in the valuation were as follows: March 31, 2024 December 31, 2023 Stock price $ 3.21 $ 1.45 Dividend yield 0.00 % 0.00 % Volatility 60.00 % 70.00 % Risk-free rate 4.40 % 4.01 % Expected term (in years) 0.73 0.98 Dividend yield - The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. The Company has not paid and does not intend to pay dividends. Expected Volatility - The expected volatility assumption was determined by examining the Company’s historical volatility, the historical volatilities of a group of industry peers, and the implied volatility from the market price of the Public Warrants. Risk-free rate - The risk-free rate assumption is based on the U.S. Treasury instruments, the terms of which were consistent with the expected term of the Seller’s Earn-Out. Forecast period – The forecast period represents the time until expiration of the Seller’s Earn-Out. Seller’s Earn-Out to equity holders and vested Exchanged Options as of Close: The following table presents activity for the Seller's Earn-Out measured using the Monte Carlo model, described above, as of March 31, 2024 and December 31, 2023: Seller's Earn-Out Balance at December 31, 2023 $ 10 Change in fair value ( 5 ) Balance at March 31, 2024 $ 5 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 15. WARRANTS The following table summarizes the number of outstanding Public Warrants and Private Placement Warrants and the corresponding exercise price: March 31, 2024 December 31, 2023 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 Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets (“Escrow Warrants”). The Escrow Warrants will be released if the volume-weighted average price of the Company’s Common Stock equals or exce eds $ 14.00 pe r share for any 20 trading days within any consecutive 30 trading day period on or before December 21, 2024. Measurement of Public Warrants The Public Warrants are measured at fair value on a recurring basis. The measurement of the Public Warrants as of March 31, 2024 is classified as Level 2. The Company used an observable market quote in an active market under the ticker ADTHW and the revised exercise price of the Public Warrants upon consummation of the Merger (as defined in Note 21 — Subsequent Event), in accordance with the warrant agreement, dated February 25, 2021, between MCAP and Continental Stock Transfer & Trust Company (the “Warrant Agreement”), weighted at 10 % and 90 %, respectively. As of December 31, 2023, the measurement of the Public Warrants was classified as Level 1 due to the use of an observable market quote in an active market under the ticker ADTHW. Measurement of Private Placement Warrants The Private Placement Warrants are measured at fair value on a recurring basis. As of March 31, 2024 , the Company measured the fair market value of the Private Placement Warrants through a combination of fair value, based on a BSM, and intrinsic value, weighted at 10 % and 90 %, respectively. The intrinsic value was estimated as the difference between the per share Merger consideration and the revised exercise price of the Private Placement Warrants, adjusted in accordance with the Warrant Agreement. As of December 31, 2023, a BSM was used to determine fair value. The measurement of the Private Placement Warrants is classified as Level 2. See Note 21 — Subsequent Event, for details related to the Merger. The key inputs into the BSM as of March 31, 2024 and December 31, 2023, respectively, for the Private Placement Warrants were as follows: March 31, December 31, 2024 2023 Stock price $ 3.21 $ 1.45 Dividend yield 0.00 % 0.00 % Expected volatility 60.00 % 70.00 % Risk-free rate 4.45 % 4.01 % Expected term (in years) 2.73 2.98 Exercise price $ 11.50 $ 11.50 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. 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. Warrant liability As of March 31, 2024 , the fair values of the Public Warrants and Private Placement Warrants outstanding were determined to be $ 0.43 and $ 0.40 per warrant, respectively. As of December 31, 2023, the Public Warrants and Private Placement Warrants outstand ing were determined to be $ 0.05 and $ 0.08 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, 2023 $ 527 $ 440 $ 967 Change in valuation inputs or other assumptions 4,006 1,757 5,763 Fair value as of March 31, 2024 $ 4,533 $ 2,197 $ 6,730 |
Symetryml and Symetryml Holding
Symetryml and Symetryml Holdings | 3 Months Ended |
Mar. 31, 2024 | |
Equity [Abstract] | |
Symetryml and Symetryml Holdings | 16. SYMETRYML AND SYMETRYML HOLDINGS SymetryML Holdings, LLC (“SymetryML Holdings”) was a subsidiary of Legacy AdTheorent after a contribution of Legacy AdTheorent’s SymetryML department in exchange for membership interest. Class B interests in SymetryML Holdings comprising 50 % of the total equity interests of SymetryML Holdings, were offered to certain employees (a non-controlling interest) of SymetryML. Legacy AdTheorent retained the remaining 50 % total equity interests, through the holding of all Class A equity interests in SymetryML Holdings. SymetryML Holdings and SymetryML was ultimately deconsolidated as of March 31, 2022 through a series seed preferred financing transaction. VIE Determination Based on the Company’s assessment, 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 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. The Company holds a noncontrolling investment in SymetryML Holdings that provides the Company the ability to exercise significant influence over both VIEs. The entities continue to be considered related parties of the Company following the Deconsolidation. Fair Value Option Investments in SymetryML and SymetryML Holdings For its 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 $ 742 and $ 628 a s of March 31, 2024 and December 31, 2023, respectively. The fair value measurements involve significant unobservable inputs, which include total equity value of SymetryML, volatility, risk-free rate, equity holder required rate of return, and discount for lack of marketability (“DLOM”). The total equity value of SymetryML was calculated using the Backsolve Method under the Market Approach. The volatility was based on guideline public companies and adjusted for differences in size and leverage. The risk-free rate was based on U.S. Treasury securities with a term commensurate with the time to exit. The equity holder required rate of return was based on private equity and venture capital rate of return studies. The DLOM was estimated based on put option models and series volatility. The Company’s maximum exposure to loss as a result of its involvement with these VIEs is limited to the carrying amount of its investment which is recorded at fair value each reporting period as described above. There are not any explicit or implicit contracts, guarantees, or commitments that would require the Company to provide financial support to the investees or any other arrangements that could expose the Company to losses beyond the fair value of its current investment. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 17. FAIR VALUE MEASUREMENTS The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 742 $ 742 Total assets $ — $ — $ 742 $ 742 Liabilities: Public warrants(1) $ — $ 4,533 $ — $ 4,533 Private placement warrants(1) — 2,197 — 2,197 Seller's Earn-Out(1) — — 5 5 Total liabilities $ — $ 6,730 $ 5 $ 6,735 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 (1) Refe r to Note 14 — Seller's Earn-Out and Note 15 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refer to Note 16 — SymetryML and SymetryML Holdings included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. The following tables present a rollforward of the Company's assets and liabilities classified as Level 3 for three months ended March 31, 2024 and 2023. Three Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2023 $ 628 $ 10 Measurement adjustments 114 ( 5 ) Balance as of March 31, 2024 $ 742 $ 5 Three Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2022 $ 789 $ 773 Measurement adjustments ( 168 ) ( 233 ) Balance as of March 31, 2023 $ 621 $ 540 |
Loss Per Share
Loss Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Loss Per Share | 18. LOSS PER SHARE The computation of net loss per share was as follows: Three Months Ended March 31, 2024 2023 Net loss attributable to AdTheorent Holding Company, Inc. $ ( 9,852 ) $ ( 5,223 ) Weighted-average common shares outstanding - basic 90,449,398 87,551,278 Effect of dilutive equity-based awards — — Weighted-average common shares outstanding - diluted 90,449,398 87,551,278 Loss per share: Basic $ ( 0.11 ) $ ( 0.06 ) Diluted $ ( 0.11 ) $ ( 0.06 ) The following outstanding potentially dilutive securities were excluded from the calculation of diluted net (loss) income per common stockholder because their impact would have been anti-dilutive for the period presented, or their contingency conditions were not met: Three Months Ended March 31, 2024 2023 Stock options 5,377,573 6,816,632 Restricted stock units 3,653,675 1,838,805 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 32,389,669 32,013,858 (1) Of the 5,432,237 Private Placement Warrants, 551,096 warrants are held in escrow subject to earn-out targets. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
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 February 2026 and certain leases may be extended at the Company’s option. The New York headquarters office lease expires in 2028 . The C ompany recognizes operating lease expense on a straight-line basis over the term of the lease. Additionally, the Company has short-term leases with an initial term of twelve months or less that are not recorded on the Condensed Consolidated Balance Sheets. Lease expense is allocated to operating expense categories (Platform operations, Sales and marketing, Technology and development, General and administrative) in the Condensed Consolidated Statements of Operations in proportion to headcount in each of these categories. The components of lease expense for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Operating lease cost $ 291 $ 255 Short term lease cost $ 87 $ 126 Variable lease cost $ — $ — Supplemental cash flow information related to the Company’s operating leases for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Operating cash flows used for operating leases $ 399 $ 381 Right-of-use assets obtained in exchange for new operating lease obligations $ — $ — Supplemental balance sheet information related to the Company’s operating leases as of March 31, 2024 and December 31, 2023 were as follows: March 31, 2024 December 31, 2023 Weighted average remaining lease term (years) 4.27 4.50 Weighted average discount rate (%) 3.3 % 3.3 % Approximate future minimum lease payments for the Company’s operating leases are as follows as of March 31, 2024: March 31, 2024 Remainder of 2024 $ 1,213 2025 1,624 2026 1,431 2027 1,364 2028 1,023 Thereafter — Total operating lease payments 6,655 Less: Imputed interest ( 440 ) Total operating lease liabilities $ 6,215 In connection with one lease agreement, the Company maintains a letter of credit in the total amount of $ 983 as of both March 31, 2024 and December 31, 2023 . |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 20. COMMITMENTS AND CONTINGENCIES On March 7, 2024, the Company received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (the “FTC”) relating to the Company’s compliance with Section 5 of the FTC Act. The Company is in the process of responding to the CID. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Event | 21. SUBSEQUENT EVENT Merger Agreement On April 1, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Cadent, LLC, a limited liability corporation organized under the laws of Delaware (“Parent”), Award Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), Novacap Cadent Acquisition Company, Inc., a Delaware corporation and Novacap Cadent Holdings, Inc., a Delaware corporation, pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Parent (the “Merger,” and together with the transactions contemplated by the Merger Agreement, the “Transaction”). Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Common Stock of the Company then outstanding will be converted into the right to receive $ 3.21 in cash, without interest (the “Per Share Merger Consideration”), other than any shares as to which dissenters’ rights have been perfected (and not withdrawn or lost) in accordance with applicable law (which will be cancelled and converted into the right to receive a payment determined in accordance with Section 262 of the Delaware General Corporation Law). The Merger Agreement also provides that immediately prior to the Effective Time, by virtue of the Merger and without any action on the part of the holder thereof, each RSU and Company stock options (“Stock Options”) that is outstanding immediately prior to the Effective Time will automatically be cancelled and converted into the right to receive a cash payment per RSU held equal to the Per Share Merger Consideration. Holders of Stock Options will receive a cash payment per Stock Option held equal to the amount by which the Per Share Merger Consideration exceeds the per share exercise price of such Stock Option. Stock Options with a per share exercise price equal to or in excess of the Per Share Merger Consideration shall be cancelled by virtue of the Merger without any action on the part of the holder thereof and without any payment to the holder thereof. The obligations of the parties to consummate the Merger are subject to the satisfaction or waiver of customary closing conditions set forth in the Merger Agreement, including, among other conditions, (1) the adoption of the Merger Agreement by the affirmative vote of the stockholders of the Company of not less than a majority of the issued and outstanding shares of the Company’s Common Stock (the “Company Stockholder Approval”), (2) the expiration or termination of any waiting period applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (3) the accuracy, subject to the standards set forth in the Merger Agreement, of the representations and warranties and compliance in all material respects with the covenants of the other party set forth in the Merger Agreement, and (4) the absence of a “Company Material Adverse Effect” (as defined in the Merger Agreement) with respect to the Company. Each of the Company, Parent and Merger Sub has made customary representations and warranties and covenants in the Merger Agreement, including covenants to use their respective commercially reasonable efforts to effect the Transaction, including securing regulatory approvals required by the Merger Agreement. In addition, the Company has agreed to other customary covenants, including, among others, covenants to use commercially reasonable efforts to conduct its business in all material respects in the ordinary course consistent with past practice during the interim period between the execution of the Merger Agreement and the closing of the Merger. Beginning on the date of the Merger Agreement and continuing until 11:59 p.m. Eastern time on May 4, 2024 (the “Go-Shop Period”), the Company and its representatives may, subject to certain conditions in the Merger Agreement: (1) solicit, initiate, facilitate and encourage any inquiry, proposal or offer that could constitute an alternative acquisition proposal from third parties; (2) participate in discussions or negotiations with third parties with respect to such proposals; or (3) otherwise cooperate with, assist, participate in, and facilitate any such inquiry, proposal, offer, discussion or negotiation and any effort or attempt to make any Acquisition Proposal. Following the expiration of the Go-Shop Period, the Company will generally be restricted from soliciting alternative acquisition proposals, engaging in discussions or negotiations with respect to such proposals or providing non-public information in connection with such proposals, or approving, endorsing, recommending or executing any agreement or understanding with respect to such proposals, subject to certain limited exceptions to permit the board of directors of the Company to comply with its fiduciary duties. In the event that the board of directors of the Company receives an Alternative Acquisition Proposal that it determines constitutes a Superior Company Proposal (each term as defined in the Merger Agreement) in accordance with the terms of the Merger Agreement, the Company may, subject to compliance with requirements to provide notice to and a period for Parent to match such proposal, payment of the termination fee payable by the Company to Parent described below and other conditions and requirements set forth in the Merger Agreement, terminate the Merger Agreement to accept the applicable Superior Company Proposal. Additionally, subject to certain customary “fiduciary out” exceptions, the board of directors of the Company is required to recommend that the Company’s stockholders adopt the Merger Agreement. The Merger Agreement includes customary termination rights for each of Parent and the Company, including, among others, if (1) the Merger has not been consummated by July 30, 2024 (or September 23, 2024 if extended by either Parent or the Company in accordance with the terms of the Merger Agreement), (2) the requisite Company Stockholder Approval is not obtained, (3) there is any order or applicable law prohibiting or permanently enjoining the Transaction, and (4) the other party breaches its covenants or representations and such breach is not cured within a specified period and would result in the failure of a closing condition in favor of the other party. In addition, the Company may terminate the Merger Agreement in order for the board of directors of the Company to cause or permit the Company to enter into an Alternative Acquisition Agreement with respect to a Superior Company Proposal, and Parent may terminate the Merger Agreement if the board of directors of the Company changes its recommendation in favor of the Transaction. The Merger Agreement further provides that, upon termination of the Merger Agreement under certain specified circumstances, the Company will be required to pay Parent a termination fee of approximately $ 11,350 (except in the case the Merger Agreement is terminated in connection with a Superior Company Proposal during the Go-Shop Period, and certain other limited circumstances, in which case such termination fee will be approximately $ 6,490 ). The Merger is not subject to a financing condition. Parent has obtained (1) equity financing commitments from certain investment affiliates of Novacap Management Inc. (“Novacap”), and (2) debt financing commitments from certain third-party lenders and Novacap, to fund the transactions contemplated by the Merger Agreement. The Merger Agreement requires Parent and Merger Sub to use commercially reasonable best efforts to obtain the financing on the terms and conditions described in the financing commitments. The Company is entitled to specific performance, subject to the terms and conditions of the Merger Agreement and the applicable equity commitments, to force Parent to close the transaction if all closing conditions are met. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Condensed Consolidated Financial Statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include the operations of the Company. All intercompany transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of March 31, 2024 and for the three months ended March 31, 2024 and 2023. The Condensed Consolidated Balance Sheet as of December 31, 2023, has been derived from the Company's audited consolidated financial statements as of that date. The Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , which include a complete set of footnote disclosures, including the Company's significant accounting policies. The results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no material changes in the Company's significant accounting policies during the three months ended March 31, 2024, as compared to the significant accounting policies described in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2023 , except as detailed below. |
Emerging Growth Company | Emerging Growth Company From time to time, new accounting pronouncements, or Accounting Standard Updates (“ASU”) are issued by the Financial Accounting Standards Board (“FASB”), or other standard setting bodies and adopted by the Company as of the specified effective date. Unless otherwise discussed, the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. The Company is an emerging growth company (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”) and may take advantage of reduced reporting requirements that are otherwise applicable to public companies. Section 107 of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with those standards. This means that when a standard is issued or revised and it has different application dates for public and nonpublic companies, the Company has the option to adopt the new or revised standard at the time nonpublic companies adopt the new or revised standard and can do so until such time that the Company either (i) irrevocably elects to “opt out” of such extended transition period or (ii) no longer qualifies as an emerging growth company. The Company has elected to use the extended transition period for complying with new or revised accounting standards unless the Company otherwise early adopts select standards. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements 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. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable, net consisted of the following: March 31, December 31, 2024 2023 Accounts receivable $ 55,816 $ 72,057 Other receivables 118 234 $ 55,934 $ 72,291 Less: allowance for credit losses ( 701 ) ( 1,003 ) Accounts receivable, net $ 55,233 $ 71,288 |
Schedule of Changes in Allowance for Doubtful Accounts | The following table presents changes in the allowance for credit losses: Three Months Ended March 31, 2024 2023 Beginning balance $ 1,003 $ 699 Reserve for credit losses ( 200 ) — Write-offs, net of recoveries ( 102 ) ( 21 ) Ending balance $ 701 $ 678 |
Prepaid Expenses (Tables)
Prepaid Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses | Prepaid expenses consisted of the following: March 31, December 31, 2024 2023 Income taxes $ 2,534 $ 2,380 Platform operations 945 872 Insurance 941 - Software 875 590 Marketing-related events 351 580 Other 328 93 Total $ 5,974 $ 4,515 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: March 31, December 31, 2024 2023 Computers and equipment $ 896 $ 906 Less: accumulated depreciation ( 459 ) ( 449 ) Total $ 437 $ 457 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: March 31, 2024 Remaining Weighted Average Useful Life (in years) Gross amount Accumulated amortization Net carrying amount Capitalized software costs 1.2 $ 9,387 $ ( 3,983 ) $ 5,404 Trademarks/tradename 2.8 10,195 ( 7,395 ) 2,800 Total $ 19,582 $ ( 11,378 ) $ 8,204 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 |
Summary of Amortization Expense | Amortization expense was included in the Company’s Condensed Consolidated Statements of Operations as follows: Three Months Ended March 31, 2024 2023 Platform operations $ 956 $ 663 Sales and marketing 251 1,370 Technology and development 193 23 General and administrative 3 3 Total $ 1,403 $ 2,059 |
Schedule of Future Amortization of Intangible Assets | Estimated future amortization of intangible assets as of March 31, 2024 is as follows: Remainder of 2024 $ 3,920 2025 3,186 2026 1,090 2027 6 2028 1 Thereafter 1 Total $ 8,204 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following: March 31, 2024 December 31, 2023 Campaign costs $ 2,872 $ 3,253 Customer rebates 788 748 Deferred revenues 784 331 Legal fees 711 89 Platform operations 49 280 Other 238 293 Total $ 5,442 $ 4,994 |
Equity-Based Payments (Tables)
Equity-Based Payments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Stock Option Activity | The following table summarizes stock option activity for the three months ended March 31, 2024: Stock Options Weighted-Average Exercise Price Outstanding as of December 31, 2023 6,372,378 $ 0.61 Exercised ( 496,542 ) 0.48 Forfeited ( 498,263 ) 0.47 Outstanding as of March 31, 2024 5,377,573 $ 0.63 Exercisable as of March 31, 2024 5,377,573 $ 0.63 |
Summary of RSU Activity | The following summarizes RSU activity for the three months ended March 31, 2024: Restricted Stock Units Weighted-Average Grant Date Fair Value Outstanding as of December 31, 2023 7,230,122 $ 3.22 Vested ( 3,232,915 ) 5.93 Forfeited ( 217,482 ) 3.54 Outstanding as of March 31, 2024 3,779,725 $ 3.63 |
Summary of Total Equity-based Compensation Expense | The following table summarizes the total equity-based compensation expense included in the Condensed Consolidated Statements of Operations: Three Months Ended March 31, 2024 2023 Platform operations $ 340 $ 207 Sales and marketing 835 615 Technology and development 225 183 General and administrative 641 475 Total equity-based compensation expense $ 2,041 $ 1,480 |
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 January 12, 2024 was $ 0.57 . It was estimated by applying the Black-Scholes Option-Pricing model (“BSM”) to the purchase period in the offering period using the following assumptions: January 12, 2024 Grant price $ 1.89 Expected term 6 months Expected volatility 52.15 % Risk-free interest rate 5.16 % Expected dividend yield 0.00 % |
Seller's Earn-Out (Tables)
Seller's Earn-Out (Tables) - Seller's Earn-Out | 3 Months Ended |
Mar. 31, 2024 | |
Business Acquisition [Line Items] | |
Schedule of Fair Value of Options | Assumptions used in the valuation were as follows: March 31, 2024 December 31, 2023 Stock price $ 3.21 $ 1.45 Dividend yield 0.00 % 0.00 % Volatility 60.00 % 70.00 % Risk-free rate 4.40 % 4.01 % Expected term (in years) 0.73 0.98 |
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 March 31, 2024 and December 31, 2023: Seller's Earn-Out Balance at December 31, 2023 $ 10 Change in fair value ( 5 ) Balance at March 31, 2024 $ 5 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
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: March 31, 2024 December 31, 2023 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 for Private Placement Warrants | The key inputs into the BSM as of March 31, 2024 and December 31, 2023, respectively, for the Private Placement Warrants were as follows: March 31, December 31, 2024 2023 Stock price $ 3.21 $ 1.45 Dividend yield 0.00 % 0.00 % Expected volatility 60.00 % 70.00 % Risk-free rate 4.45 % 4.01 % Expected term (in years) 2.73 2.98 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, 2023 $ 527 $ 440 $ 967 Change in valuation inputs or other assumptions 4,006 1,757 5,763 Fair value as of March 31, 2024 $ 4,533 $ 2,197 $ 6,730 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of company's assets and liabilities that are measured at fair value | The following tables summarize the Company's assets and liabilities measured at fair value on a recurring basis by level within the fair value hierarchy: March 31, 2024 Level 1 Level 2 Level 3 Total Assets: Investment in SymetryML Holdings(2) $ — $ — $ 742 $ 742 Total assets $ — $ — $ 742 $ 742 Liabilities: Public warrants(1) $ — $ 4,533 $ — $ 4,533 Private placement warrants(1) — 2,197 — 2,197 Seller's Earn-Out(1) — — 5 5 Total liabilities $ — $ 6,730 $ 5 $ 6,735 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 (1) Refe r to Note 14 — Seller's Earn-Out and Note 15 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. (2) Refer to Note 16 — SymetryML and SymetryML Holdings included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , for further information about the initial measurement, including significant assumptions and valuation methodologies of this investment. |
Summary of rollforward of assets and liabilities classified as Level 3 | The following tables present a rollforward of the Company's assets and liabilities classified as Level 3 for three months ended March 31, 2024 and 2023. Three Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2023 $ 628 $ 10 Measurement adjustments 114 ( 5 ) Balance as of March 31, 2024 $ 742 $ 5 Three Months Ended Investment in SymetryML Holdings Seller's Earn-Out Liability Balance as December 31, 2022 $ 789 $ 773 Measurement adjustments ( 168 ) ( 233 ) Balance as of March 31, 2023 $ 621 $ 540 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Computation of Net Loss Per Share | The computation of net loss per share was as follows: Three Months Ended March 31, 2024 2023 Net loss attributable to AdTheorent Holding Company, Inc. $ ( 9,852 ) $ ( 5,223 ) Weighted-average common shares outstanding - basic 90,449,398 87,551,278 Effect of dilutive equity-based awards — — Weighted-average common shares outstanding - diluted 90,449,398 87,551,278 Loss per share: Basic $ ( 0.11 ) $ ( 0.06 ) Diluted $ ( 0.11 ) $ ( 0.06 ) |
Summary of Outstanding Potentially Dilutive Securities | The following outstanding potentially dilutive securities were excluded from the calculation of diluted net (loss) income per common stockholder because their impact would have been anti-dilutive for the period presented, or their contingency conditions were not met: Three Months Ended March 31, 2024 2023 Stock options 5,377,573 6,816,632 Restricted stock units 3,653,675 1,838,805 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 32,389,669 32,013,858 (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) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of Components of Lease Expense | The components of lease expense for the three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Operating lease cost $ 291 $ 255 Short term lease cost $ 87 $ 126 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 three months ended March 31, 2024 and 2023 were as follows: Three Months Ended March 31, 2024 2023 Operating cash flows used for operating leases $ 399 $ 381 Right-of-use assets obtained in exchange for new operating lease obligations $ — $ — |
Schedule of Supplemental Balance Sheet Information Related to Operating Leases | Supplemental balance sheet information related to the Company’s operating leases as of March 31, 2024 and December 31, 2023 were as follows: March 31, 2024 December 31, 2023 Weighted average remaining lease term (years) 4.27 4.50 Weighted average discount rate (%) 3.3 % 3.3 % |
Summary of Future Minimum Lease Payments | Approximate future minimum lease payments for the Company’s operating leases are as follows as of March 31, 2024: March 31, 2024 Remainder of 2024 $ 1,213 2025 1,624 2026 1,431 2027 1,364 2028 1,023 Thereafter — Total operating lease payments 6,655 Less: Imputed interest ( 440 ) Total operating lease liabilities $ 6,215 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Disaggregation Of Revenue [Line Items] | |||
Revenue, practical expedient, incremental cost of obtaining contract [true false] | true | ||
Contract cost asset recognized | $ 0 | $ 0 | |
Deferred revenue recognized | $ 305,000 | $ 1,012,000 | |
Revenue, Practical Expedient, Initial Application and Transition, Nondisclosure of Transaction Price Allocation to Remaining Performance Obligation [true false] | true |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Accounts receivable | $ 55,816 | $ 72,057 |
Other receivables | 118 | 234 |
Accounts and other receivables, Gross | 55,934 | 72,291 |
Less: allowance for credit losses | (701) | (1,003) |
Accounts receivable, net | $ 55,233 | $ 71,288 |
Accounts Receivable, Net - Addi
Accounts Receivable, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Receivables [Abstract] | ||
Provision (benefit) for credit losses | $ (200) | $ 0 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Receivables [Abstract] | ||
Beginning balance | $ 1,003 | $ 699 |
Reserve for credit losses | (200) | 0 |
Write-offs, net of recoveries | (102) | (21) |
Ending balance | $ 701 | $ 678 |
Prepaid Expenses - Schedule of
Prepaid Expenses - Schedule of Prepaid Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Income taxes | $ 2,534 | $ 2,380 |
Platform operations | 945 | 872 |
Insurance | 941 | 0 |
Software | 875 | 590 |
Marketing-related events | 351 | 580 |
Other | 328 | 93 |
Total | $ 5,974 | $ 4,515 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property Plant And Equipment [Line Items] | ||
Less: accumulated depreciation | $ (459) | $ (449) |
Total | 437 | 457 |
Computers and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, net, gross | $ 896 | $ 906 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 47 | $ 49 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Finite Lived Intangible Assets [Line Items] | ||
Gross amount | $ 19,582 | $ 18,596 |
Accumulated amortization | (11,378) | (10,627) |
Net carrying amount | $ 8,204 | $ 7,969 |
Capitalized Software Costs | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 1 year 2 months 12 days | 1 year 2 months 12 days |
Gross amount | $ 9,387 | $ 8,401 |
Accumulated amortization | (3,983) | (3,487) |
Net carrying amount | $ 5,404 | $ 4,914 |
Trademarks/tradename | ||
Finite Lived Intangible Assets [Line Items] | ||
Remaining Weighted Average Useful Life (in years) | 2 years 9 months 18 days | 3 years |
Gross amount | $ 10,195 | $ 10,195 |
Accumulated amortization | (7,395) | (7,140) |
Net carrying amount | $ 2,800 | $ 3,055 |
Intangible Assets, Net - Summar
Intangible Assets, Net - Summary of Amortization Expense on Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1,403 | $ 2,059 |
Platform Operations | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 956 | 663 |
Sales and Marketing | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 251 | 1,370 |
Technology and Development | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | 193 | 23 |
General and Administrative Expense | ||
Finite Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 3 | $ 3 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense for Capitalized software costs | $ 1,149 | $ 686 |
Amortization expense | $ 1,403 | $ 2,059 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Remainder of 2024 | $ 3,920 | |
2025 | 3,186 | |
2026 | 1,090 | |
2027 | 6 | |
2028 | 1 | |
Thereafter | 1 | |
Net carrying amount | $ 8,204 | $ 7,969 |
Goodwill - Additional Informati
Goodwill - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2024 USD ($) Segment | Dec. 31, 2023 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Number of reporting units | Segment | 1 | |
Goodwill | $ 34,842,000 | $ 34,842,000 |
Impairment of goodwill | $ 0 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Campaign costs | $ 2,872 | $ 3,253 |
Customer rebates | 788 | 748 |
Deferred revenues | 784 | 331 |
Legal fees | 711 | 89 |
Platform operations | 49 | 280 |
Other | 238 | 293 |
Total | $ 5,442 | $ 4,994 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) | Dec. 22, 2021 | Mar. 31, 2024 | Dec. 31, 2023 |
Letters of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 983,000 | $ 983,000 | |
Senior Secured Agreement | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Debt instrument, maturity date | Dec. 22, 2026 | ||
Senior Secured Agreement | Letters of Credit | |||
Debt Instrument [Line Items] | |||
Line of credit | 983,000 | 983,000 | |
Senior Secured Agreement | Letters of Credit | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 | ||
Senior Secured Agreement | Revolving Credit Facility | |||
Debt Instrument [Line Items] | |||
Line of credit | $ 0 | $ 0 | |
Senior Secured Agreement | Revolving Credit Facility | Maximum | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | 40,000,000 | ||
Senior Secured Agreement | Swing Line Loans | Silicon Valley Bank (“SVB”) | |||
Debt Instrument [Line Items] | |||
Maximum borrowing capacity | $ 10,000,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | ||
Benefit (provision) for income taxes | $ 749 | $ (2,350) |
Annual effective income tax rates | 31.80% | (17.80%) |
Statutory income tax rate | 21% |
Equity-Based Payments - Additio
Equity-Based Payments - Additional Information (Details) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | Jan. 12, 2024 | Jan. 01, 2024 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ 2,041,000 | $ 1,480,000 | |||
Capitalized Software Development Costs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | 96,000 | 72,000 | |||
Stock Option | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | 0 | 0 | |||
RSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | 1,922,000 | 1,443,000 | |||
Total unrecognized compensation expense | $ 11,471,000 | ||||
Total unrecognized compensation cost, expected weighted average period | 1 year 2 months 12 days | ||||
PSUs | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ 92 | 0 | |||
Performance-Based Restricted Stock Units | Vesting Conditions | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Compensation expense | $ 0 | 0 | |||
2021 Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Number of common units, authorized | 10,131,638 | ||||
Annual increase in number of shares reserved for issuance percent | 5% | ||||
Options available for grant | 11,141,950 | 4,423,202 | |||
Employee Stock Purchase Plan | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Percentage of fair markets value of common stock share on offering date | 85% | ||||
Percentage of fair market value of common stock share on purchase date | 85% | ||||
Compensation expense | $ 27,000 | $ 37,000 | |||
Fair value of purchase rights granted | $ 570 | ||||
Aggregate number of common stock shares reserved for future issuance | 3,429,659 | 884,640 | 2,026,328 |
Equity-Based Payments - Summary
Equity-Based Payments - Summary of Stock Option Activity (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Stock Options, Outstanding, Beginning balance | shares | 6,372,378 |
Stock Options, Exercised | shares | (496,542) |
Stock Options, Forfeited | shares | (498,263) |
Stock Options, Outstanding, Ending balance | shares | 5,377,573 |
Stock Options, Exercisable | shares | 5,377,573 |
Weighted Average Exercise Price, Outstanding, Beginning balance | $ / shares | $ 0.61 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.48 |
Weighted Average Exercise Price, Forfeited | $ / shares | 0.47 |
Weighted Average Exercise Price, Outstanding, Ending balance | $ / shares | 0.63 |
Weighted Average Exercise Price, Exercisable | $ / shares | $ 0.63 |
Equity-Based Payments - Summa_2
Equity-Based Payments - Summary of RSU Activity (Details) - RSUs | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted Stock Units, Outstanding, Beginning of the year | shares | 7,230,122 |
Restricted Stock Units, Vested | shares | (3,232,915) |
Restricted Stock Units, Forfeited | shares | (217,482) |
Restricted Stock Units, Outstanding, End of the year | shares | 3,779,725 |
Weighted Average Grant-Date Fair Value, Outstanding Beginning of the year | $ / shares | $ 3.22 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 5.93 |
Weighted Average Grant-Date Fair Value, Forfeited | $ / shares | 3.54 |
Weighted Average Grant-Date Fair Value, Outstanding End of the year | $ / shares | $ 3.63 |
Equity-Based Payments - Summa_3
Equity-Based Payments - Summary of Fair Value of Purchase rights Granted under Black-Scholes Option-Pricing Model Assumptions (Details) | Jan. 12, 2024 $ / shares |
Share-Based Payment Arrangement [Abstract] | |
Grant price | $ 1.89 |
Expected term | 6 months |
Expected volatility | 52.15% |
Risk-free interest rate | 5.16% |
Expected dividend yield | 0% |
Equity-Based Payments - Summa_4
Equity-Based Payments - Summary of Total Equity-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 2,041 | $ 1,480 |
Platform Operations | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | 340 | 207 |
Sales and Marketing | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | 835 | 615 |
Technology and Development | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | 225 | 183 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total equity-based compensation expense | $ 641 | $ 475 |
Equity - Additional Information
Equity - Additional Information (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
Shares authorized | 370,000,000 | |
Common stock, shares authorized | 350,000,000 | 350,000,000 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock voting rights | one | |
Common stock, shares issued | 91,555,276 | 88,464,048 |
Common stock, shares outstanding | 91,555,276 | 88,464,048 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Seller's Earn-Out - Schedule of
Seller's Earn-Out - Schedule of Assumption Used in Valuation (Details) - Seller's Earn-Out | Mar. 31, 2024 | Dec. 31, 2023 |
Stock Price | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 3.21 | 1.45 |
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 | 60 | 70 |
Risk-free Rate | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 4.4 | 4.01 |
Expected term (in years) | ||
Business Acquisition [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.73 | 0.98 |
Seller's Earn-Out - Schedule _2
Seller's Earn-Out - Schedule of Change in Fair Value (Details) - Seller's Earn-Out $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Business Acquisition [Line Items] | |
Fair value as of beginning balance | $ 10 |
Change in fair value | (5) |
Fair value as of ending balance | $ 5 |
Warrants - Summary of Number of
Warrants - Summary of Number of Outstanding Public and Private Placement Warrants and Corresponding Exercise Price (Details) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 10,541,595 | 10,541,595 |
Exercise Price | $ 11.5 | |
Expiration Date | Dec. 21, 2026 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding | 5,432,237 | 5,432,237 |
Exercise Price | $ 11.5 | |
Expiration Date | Dec. 21, 2026 |
Warrants - Additional Informati
Warrants - Additional Information (Details) | 3 Months Ended | |
Mar. 31, 2024 Item $ / shares shares | Dec. 31, 2023 $ / shares shares | |
Public Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share | $ 11.5 | |
Warrants Outstanding | shares | 10,541,595 | 10,541,595 |
Price per warrant outstanding | $ 0.43 | $ 0.05 |
Public Warrants | Maximum | Fair Value, Recurring | Level 1 | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.90 | |
Public Warrants | Minimum | Fair Value, Recurring | Level 2 | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.10 | |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share | $ 11.5 | |
Warrants Outstanding | shares | 5,432,237 | 5,432,237 |
Price per warrant outstanding | $ 0.4 | $ 0.08 |
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 | Maximum | Fair Value, Recurring | Level 2 | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.90 | |
Private Placement Warrants | Minimum | Fair Value, Recurring | Level 2 | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.10 |
Warrants - Schedule of Key Inpu
Warrants - Schedule of Key Inputs into Monte Carlo Simulation Model for Private Placement Warrants at Initial and Subsequent Measurement Date (Details) - Level 2 - Recurring - Private Placement Warrants | Mar. 31, 2024 yr | Dec. 31, 2023 yr |
Stock Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 3.21 | 1.45 |
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 | 0.60 | 0.70 |
Risk-free Rate | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 0.0445 | 0.0401 |
Expected term (in years) | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 2.73 | 2.98 |
Exercise Price | ||
Class of Warrant or Right [Line Items] | ||
Warrants and Rights Outstanding, Measurement Input | 11.5 | 11.5 |
Warrants - Schedule of Changes
Warrants - Schedule of Changes in Fair Value of Public and Private Placement Warrants (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Public Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | $ 527 |
Change in valuation inputs or other assumptions | 4,006 |
Fair value as of ending balance | 4,533 |
Private Placement Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | 440 |
Change in valuation inputs or other assumptions | 1,757 |
Fair value as of ending balance | 2,197 |
Warrants | |
Class of Warrant or Right [Line Items] | |
Fair value as of beginning balance | 967 |
Change in valuation inputs or other assumptions | 5,763 |
Fair value as of ending balance | $ 6,730 |
Symetryml and Symetryml Holdi_2
Symetryml and Symetryml Holdings - Additional Information (Details) - SymetryML Holdings - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||
Fair value of retained investment | $ 742 | $ 628 |
Class A Common Stock | Non Controlling Members Interest | ||
Class of Stock [Line Items] | ||
Percentage of interest owned by employees | 50% | |
Class B Common Stock | Employees | Non Controlling Members Interest | ||
Class of Stock [Line Items] | ||
Percentage of interest owned by employees | 50% |
Fair Value Measurements - Fair
Fair Value Measurements - Fair Value of Assets and Liabilities Measured On Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | $ 6,730 | $ 967 | |
Fair Value, Recurring | |||
Assets: | |||
Total assets | 742 | 628 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 6,735 | 977 | |
Level 1 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 0 | 527 | |
Level 2 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 0 | 0 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 6,730 | 440 | |
Level 3 | Fair Value, Recurring | |||
Assets: | |||
Total assets | 742 | 628 | |
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | 5 | 10 | |
Public Warrants | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 4,533 | 527 |
Public Warrants | Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 527 |
Public Warrants | Level 2 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 4,533 | 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] | 2,197 | 440 |
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] | 2,197 | 440 |
Private Placement Warrants | Level 3 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Seller's Earn-Out | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 5 | 10 |
Seller's Earn-Out | Level 1 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Seller's Earn-Out | Level 2 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 0 | 0 |
Seller's Earn-Out | Level 3 | Fair Value, Recurring | |||
Liabilities: | |||
Fair value of warrants and/or earn-out outstanding | [1] | 5 | 10 |
Investment in SymetryML Holdings | Fair Value, Recurring | |||
Assets: | |||
Total assets | [2] | 742 | 628 |
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] | $ 742 | $ 628 |
[1] Refe r to Note 14 — Seller's Earn-Out and Note 15 — Warrants included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , for further information about the initial and subsequent measurement, including significant assumptions and valuation methodologies of these instruments. Refer to Note 16 — SymetryML and SymetryML Holdings included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 , 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 | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Seller's Earn-Out Liability | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 10 | $ 773 |
Measurement adjustments | (5) | (233) |
Ending Balance | 5 | 540 |
Investment in SymetryML Holdings | ||
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 628 | 789 |
Measurement adjustments | 114 | (168) |
Ending Balance | $ 742 | $ 621 |
Loss Per Share - Schedule of Co
Loss Per Share - Schedule of Computation of Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to AdTheorent Holding Company, Inc. | $ (9,852) | $ (5,223) |
Weighted-average common shares outstanding - basic | 90,449,398 | 87,551,278 |
Effect of dilutive equity-based awards | 0 | 0 |
Weighted-average common shares outstanding - diluted | 90,449,398 | 87,551,278 |
Basic | $ (0.11) | $ (0.06) |
Diluted | $ (0.11) | $ (0.06) |
Loss Per Share - Summary of Out
Loss Per Share - Summary of Outstanding Potentially Dilutive Securities (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 32,389,669 | 32,013,858 |
Stock Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 5,377,573 | 6,816,632 |
Restricted Stock Units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 3,653,675 | 1,838,805 |
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 |
Loss Per Share - Summary of O_2
Loss Per Share - Summary of Outstanding Potentially Dilutive Securities (Parenthetical) (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share, shares | 32,389,669 | 32,013,858 |
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 | 551,096 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
New York Headquarters Office | ||
Lessee, Lease, Description [Line Items] | ||
Operating lease expiration year | 2028 | |
Letters of Credit | ||
Lessee, Lease, Description [Line Items] | ||
Line of credit | $ 983 | $ 983 |
Leases - Schedule of Components
Leases - Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating lease cost | $ 291 | $ 255 |
Short term lease cost | 87 | 126 |
Variable lease cost | $ 0 | $ 0 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Operating Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | ||
Operating cash flows used for operating leases | $ 399 | $ 381 |
Right-of-use assets obtained in exchange for new operating lease obligations | $ 0 | $ 0 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Balance Sheet Information Related to Operating Leases (Details) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
Weighted average remaining lease term (years) | 4 years 3 months 7 days | 4 years 6 months |
Weighted average discount rate (%) | 3.30% | 3.30% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Lease Payments (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
Remainder of 2024 | $ 1,213 |
2025 | 1,624 |
2026 | 1,431 |
2027 | 1,364 |
2028 | 1,023 |
Thereafter | 0 |
Total operating lease payments | 6,655 |
Less: Imputed interest | (440) |
Total operating lease liabilities | $ 6,215 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Details) - Cadent, LLC - Subsequent Event $ / shares in Units, $ in Thousands | Apr. 01, 2024 USD ($) $ / shares |
Subsequent Event [Line Items] | |
Agreement termination fee | $ 11,350 |
Agreement termination fee during go shop period | $ 6,490 |
Common stock outstanding converted, price per share | $ / shares | $ 3.21 |