Cover Page
Cover Page - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2023 | Feb. 16, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Registrant Name | ZETA GLOBAL HOLDINGS CORP. | ||
Entity Central Index Key | 0001851003 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Large Accelerated Filer | ||
Trading Symbol | ZETA | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | false | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Class A common stock | ||
Security Exchange Name | NYSE | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | false | ||
Entity File Number | 001-40464 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 80-0814458 | ||
Entity Address, Address Line One | 3 Park Ave, 33rd Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10016 | ||
City Area Code | 212 | ||
Local Phone Number | 967-5055 | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Documents Incorporated by Reference | Portions of the registrant’s definitive Proxy Statement relating to its 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2023 are incorporated herein by reference in Part III. | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Firm ID | 34 | ||
Auditor Location | Baltimore, Maryland | ||
Entity Public Float | $ 1.2 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 189,361,292 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 29,055,489 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | ||
Current assets: | ||||
Cash and cash equivalents | $ 131,732 | $ 121,110 | ||
Accounts receivable, net of allowance of $3,564 and $1,882 as of December 31, 2023 and December 31, 2022, respectively | 170,131 | 106,322 | ||
Prepaid expenses | 6,269 | 7,150 | ||
Other current assets | 1,622 | 1,866 | ||
Total current assets | 309,754 | 236,448 | ||
Non-current assets: | ||||
Property and equipment, net | 7,452 | 5,981 | ||
Website and software development costs, net | 32,124 | 36,713 | ||
Right-to-use asset - operating leases, net | 6,603 | 7,388 | ||
Intangible assets, net | 48,781 | 44,358 | ||
Goodwill | 140,905 | 133,069 | ||
Deferred tax assets, net | 728 | 745 | ||
Other non-current assets | 4,367 | 1,800 | ||
Total non-current assets | 240,960 | 230,054 | ||
Total assets | 550,714 | 466,502 | ||
Current liabilities: | ||||
Accounts payable | 63,572 | 33,668 | ||
Accrued expenses | 85,455 | 72,364 | ||
Acquisition-related liabilities | 17,234 | 14,743 | ||
Deferred revenue | 3,301 | 2,228 | ||
Other current liabilities | 6,823 | 5,707 | ||
Total current liabilities | 176,385 | 128,710 | ||
Non-current liabilities: | ||||
Long-term borrowings | 184,147 | 183,953 | ||
Acquisition-related liabilities | 3,060 | 17,932 | ||
Other non-current liabilities | 6,602 | 7,877 | ||
Total non-current liabilities | 193,809 | 209,762 | ||
Total liabilities | 370,194 | 338,472 | ||
Commitments and contingencies (See Note 12) | ||||
Stockholders' equity: | ||||
Additional paid-in capital | 1,140,849 | 900,924 | ||
Accumulated deficit | (958,537) | (771,056) | ||
Accumulated other comprehensive loss | (2,010) | (2,045) | ||
Total stockholders' equity | 180,520 | [1] | 128,030 | [2] |
Total liabilities and stockholders' equity | 550,714 | 466,502 | ||
Common Class A [Member] | ||||
Stockholders' equity: | ||||
Common stock value | 189 | 175 | ||
Common Class B [Member] | ||||
Stockholders' equity: | ||||
Common stock value | $ 29 | $ 32 | ||
[1] Includes 150,989,571 outstanding Class A common stock, 17,886,352 outstanding Class B common stock, 37,641,861 unvested Class A restricted stock and 11,169,137 unvested Class B restricted stock. Includes 132,909,894 outstanding Class A common stock, 15,512,217 outstanding Class B common stock, 42,357,023 unvested Class A restricted stock and 16,587,085 unvested Class B restricted stock. |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts receivable, net of allowance | $ 3,564 | $ 1,882 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 3,750,000,000 | 3,750,000,000 |
Common Stock, Shares, Issued | 188,631,432 | 175,266,917 |
Common stock, shares, outstanding | 188,631,432 | 175,266,917 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 29,055,489 | 32,099,302 |
Common stock, shares, outstanding | 29,055,489 | 32,099,302 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | |||
Revenues | $ 728,723 | $ 590,961 | $ 458,338 |
Operating expenses: | |||
Cost of revenues (excluding depreciation and amortization) | 274,482 | 215,466 | 174,720 |
General and administrative expenses | 205,419 | 213,615 | 189,606 |
Selling and marketing expenses | 288,441 | 299,238 | 229,343 |
Research and development expenses | 73,869 | 69,454 | 64,474 |
Depreciation and amortization | 51,149 | 51,878 | 45,922 |
Acquisition-related expenses | 203 | 344 | 1,953 |
Restructuring expenses | 2,845 | 727 | |
Total operating expenses | 896,408 | 849,995 | 706,745 |
Loss from operations | (167,685) | (259,034) | (248,407) |
Interest expense | 10,939 | 7,303 | 7,033 |
Other expenses / (income) | 7,820 | 13,983 | (279) |
Gain on extinguishment of debt | (10,000) | ||
Change in fair value of warrants and derivative liabilities | 410 | 5,000 | |
Total other expenses | 18,759 | 21,696 | 1,754 |
Loss before income taxes | (186,444) | (280,730) | (250,161) |
Income tax provision/(benefit) | 1,037 | (1,491) | (598) |
Net loss | (187,481) | (279,239) | (249,563) |
Other comprehensive (income) / loss: | |||
Foreign currency translation adjustment | (35) | (56) | 64 |
Total comprehensive loss | (187,446) | (279,183) | (249,627) |
Net loss per share | |||
Net loss | (187,481) | (279,239) | (249,563) |
Cumulative redeemable convertible preferred stock dividends | 7,060 | ||
Net loss available to common stockholders | $ (187,481) | $ (279,239) | $ (256,623) |
Basic loss per share | $ (1.2) | $ (2.01) | $ (2.95) |
Diluted loss per share | $ (1.2) | $ (2.01) | $ (2.95) |
Weighted average number of shares used to compute net loss per share | |||
Denominator for Basic Loss per share-Weighted-average Common Stock | 156,697,308 | 138,985,265 | 86,932,191 |
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 156,697,308 | 138,985,265 | 86,932,191 |
Consolidated Statements of Op_2
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expense | $ 242,881 | $ 298,992 | $ 259,159 |
Cost of revenues (excluding depreciation and amortization) [Member] | |||
Share-based Payment Arrangement, Expense | 2,502 | 6,634 | 2,589 |
General and administrative expenses [Member] | |||
Share-based Payment Arrangement, Expense | 88,465 | 113,401 | 100,160 |
Selling and marketing expenses [Member] | |||
Share-based Payment Arrangement, Expense | 124,732 | 152,377 | 129,577 |
Research and development expenses [Member] | |||
Share-based Payment Arrangement, Expense | $ 27,182 | $ 26,580 | $ 26,833 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity / (Deficit) - USD ($) $ in Thousands | Total | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Redeemable Convertible Preferred Stock [Member] Preferred Stock [Member] | Series A Common Stock [Member] Common Stock [Member] | Series B Common Stock [Member] Common Stock [Member] | Common Class A [Member] | Common Class A [Member] Common Stock [Member] | Common Class B [Member] | Common Class B [Member] Common Stock [Member] | |||
Balance at Dec. 31, 2020 | $ (239,220) | $ 4,956 | $ (242,254) | $ (2,037) | $ 154,210 | $ 112 | $ 3 | |||||||
Balance (in shares) at Dec. 31, 2020 | 39,223,194 | 112,012,693 | 3,054,318 | |||||||||||
Shares issued in connection with certain agreements | 29,650 | 29,645 | $ 1 | $ 4 | ||||||||||
Shares issued in connection with certain agreements (in shares) | 613,497 | 4,124,914 | ||||||||||||
Conversion of Series A and Series B common stock into Class A and Class B common stock, respectively | $ (97) | $ (3) | $ 61 | $ 39 | ||||||||||
Conversion of Series A and Series B common stock into Class A and Class B common stock, respectively (in shares) | (96,830,836) | (3,054,318) | 60,421,367 | 39,463,787 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock | 193,210 | 193,136 | $ (154,210) | $ 74 | ||||||||||
Conversion of redeemable convertible preferred stock to common stock (in shares) | (39,223,194) | 73,813,713 | ||||||||||||
Warrants and options exercised | 24,238 | 24,230 | $ 8 | |||||||||||
Warrant and options exercised (in shares) | 8,392,316 | |||||||||||||
Shares issued in connection with the Initial Public Offering, net of issuance cost | 126,538 | 126,523 | $ 15 | |||||||||||
Shares issued in connection with the Initial Public Offering, net of issuance cost (in shares) | 14,773,939 | |||||||||||||
Shares repurchased | (64,468) | (64,462) | $ (4) | $ (2) | ||||||||||
Shares repurchased (in shares) | (4,138,866) | (2,307,692) | ||||||||||||
Restricted stock cancelation | 18 | $ (18) | ||||||||||||
Restricted stock cancelation (in shares) | (17,853,416) | |||||||||||||
Restricted stock grants | (11) | $ 4 | $ 6 | $ 1 | ||||||||||
Restricted stock grants (in shares) | 3,687,431 | 5,989,392 | 700,000 | |||||||||||
Restricted stock forfeitures | 6 | $ (2) | $ (4) | |||||||||||
Restricted stock forfeitures (in shares) | (1,629,369) | (3,736,010) | ||||||||||||
Common shares cancelation | (37,679) | |||||||||||||
Restricted stock units vesting (in shares) | 219,072 | |||||||||||||
Shares issued in connection with employee stock purchase plan | 809 | 809 | ||||||||||||
Shares issued in connection with employee stock purchase plan (in shares) | 152,689 | |||||||||||||
Stock-based compensation | 269,358 | 269,358 | ||||||||||||
Foreign currency translation adjustment | (64) | (64) | ||||||||||||
Net loss | (249,563) | (249,563) | ||||||||||||
Balance at Dec. 31, 2021 | [1] | 90,488 | 584,208 | (491,817) | (2,101) | $ 160 | $ 38 | |||||||
Balance (in shares) at Dec. 31, 2021 | 115,456,543 | 159,974,847 | [1] | 18,419,260 | 37,856,095 | [1] | ||||||||
Shares issued in connection with certain agreements | 19,005 | 19,003 | $ 2 | |||||||||||
Shares issued in connection with certain agreements (in shares) | 2,065,833 | |||||||||||||
Shares repurchased | (9,607) | (9,606) | $ (1) | |||||||||||
Shares repurchased (in shares) | (1,209,015) | |||||||||||||
Restricted stock grants | (9) | $ 9 | ||||||||||||
Restricted stock grants (in shares) | 9,054,271 | |||||||||||||
Restricted stock forfeitures | 1 | $ (1) | ||||||||||||
Restricted stock forfeitures (in shares) | (1,328,744) | |||||||||||||
Class B common stock transferred to Class A common stock | $ 6 | $ (6) | ||||||||||||
Class B common stock transferred to Class A common stock (in shares) | 5,756,793 | (5,756,793) | ||||||||||||
Options exercised | 199 | 199 | ||||||||||||
Options exercised (in shares) | 315,430 | |||||||||||||
Restricted stock units vesting (in shares) | 227,505 | |||||||||||||
Shares issued in connection with employee stock purchase plan | 2,742 | 2,742 | ||||||||||||
Shares issued in connection with employee stock purchase plan (in shares) | 409,997 | |||||||||||||
Stock-based compensation | 304,386 | 304,386 | ||||||||||||
Foreign currency translation adjustment | 56 | 56 | ||||||||||||
Net loss | (279,239) | (279,239) | ||||||||||||
Balance at Dec. 31, 2022 | [2] | 128,030 | 900,924 | (771,056) | (2,045) | $ 175 | $ 32 | |||||||
Balance (in shares) at Dec. 31, 2022 | 132,909,894 | 175,266,917 | [2] | 15,512,217 | 32,099,302 | [2] | ||||||||
Shares repurchased | (15,421) | (15,421) | $ (325,923) | |||||||||||
Shares repurchased (in shares) | (1,686,076) | (1,360,153) | ||||||||||||
Shares issued in connection with an agreement | 5,387 | 5,386 | $ 1 | |||||||||||
Shares issued in connection with an agreement (in shares) | 651,369 | |||||||||||||
Restricted stock grants | (11) | $ 11 | ||||||||||||
Restricted stock grants (in shares) | 11,467,755 | |||||||||||||
Restricted stock forfeitures | 1 | $ (1) | ||||||||||||
Restricted stock forfeitures (in shares) | (1,241,675) | |||||||||||||
Class B common stock transferred to Class A common stock | $ 3 | $ (3) | ||||||||||||
Class B common stock transferred to Class A common stock (in shares) | 2,717,890 | (2,717,890) | ||||||||||||
Performance stock units vesting (in shares) | 142,500 | |||||||||||||
Options exercised | 241 | 241 | ||||||||||||
Options exercised (in shares) | 63,500 | |||||||||||||
Restricted stock units vesting (in shares) | 498,675 | |||||||||||||
Shares issued in connection with employee stock purchase plan | 3,058 | 3,058 | ||||||||||||
Shares issued in connection with employee stock purchase plan (in shares) | 424,654 | |||||||||||||
Stock-based compensation | 246,671 | 246,671 | ||||||||||||
Foreign currency translation adjustment | 35 | 35 | ||||||||||||
Net loss | (187,481) | (187,481) | ||||||||||||
Balance at Dec. 31, 2023 | [3] | $ 180,520 | $ 1,140,849 | $ (958,537) | $ (2,010) | $ 189 | $ 29 | |||||||
Balance (in shares) at Dec. 31, 2023 | 150,989,571 | 188,631,432 | [3] | 17,886,352 | 29,055,489 | [3] | ||||||||
[1] Includes 115,456,543 outstanding Class A common stock, 18,419,260 outstanding Class B common stock, 44,518,304 unvested Class A restricted stock and 19,436,835 unvested Class B restricted stock. Includes 132,909,894 outstanding Class A common stock, 15,512,217 outstanding Class B common stock, 42,357,023 unvested Class A restricted stock and 16,587,085 unvested Class B restricted stock. Includes 150,989,571 outstanding Class A common stock, 17,886,352 outstanding Class B common stock, 37,641,861 unvested Class A restricted stock and 11,169,137 unvested Class B restricted stock. |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity / (Deficit) (Parenthetical) - shares | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |||
Unvested restricted stock | 49,698,329 | [1] | 60,107,275 | 65,208,870 | ||
Class A Common Stock [Member] | ||||||
Shares outstanding | 150,989,571 | 132,909,894 | 115,456,543 | |||
Class A Common Stock [Member] | Common Stock [Member] | ||||||
Shares outstanding | 188,631,432 | [2] | 175,266,917 | [3] | 159,974,847 | [4] |
Class B Common Stock [Member] | ||||||
Shares outstanding | 17,886,352 | 15,512,217 | 18,419,260 | |||
Class B Common Stock [Member] | Common Stock [Member] | ||||||
Shares outstanding | 29,055,489 | [2] | 32,099,302 | [3] | 37,856,095 | [4] |
Unvested Class A Restricted Stock [Member] | ||||||
Unvested restricted stock | 37,641,861 | 42,357,023 | 44,518,304 | |||
Unvested Class B Restricted Stock [Member] | ||||||
Unvested restricted stock | 11,169,137 | 16,587,085 | 19,436,835 | |||
[1] Includes 37,641,861 unvested Class A restricted stock, 11,169,137 unvested Class B restricted stock and 887,331 unvested restricted stock units as of December 31, 2023. Includes 150,989,571 outstanding Class A common stock, 17,886,352 outstanding Class B common stock, 37,641,861 unvested Class A restricted stock and 11,169,137 unvested Class B restricted stock. Includes 132,909,894 outstanding Class A common stock, 15,512,217 outstanding Class B common stock, 42,357,023 unvested Class A restricted stock and 16,587,085 unvested Class B restricted stock. Includes 115,456,543 outstanding Class A common stock, 18,419,260 outstanding Class B common stock, 44,518,304 unvested Class A restricted stock and 19,436,835 unvested Class B restricted stock. |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | |||
Net loss | $ (187,481) | $ (279,239) | $ (249,563) |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||
Depreciation and amortization | 51,149 | 51,878 | 45,922 |
Stock-based compensation | 242,881 | 298,992 | 259,159 |
Gain on extinguishment of debt | (10,000) | ||
Deferred income taxes | 11 | (2,668) | (2,475) |
Change in fair value of warrants and derivative liabilities | 410 | 5,000 | |
Change in the fair value of acquisition related liabilities | 7,200 | 12,990 | (1,823) |
Others, net | 2,015 | (592) | 1,868 |
Change in non-cash working capital (net of acquisitions): | |||
Accounts receivable | (64,052) | (19,826) | (1,155) |
Prepaid expenses | 1,061 | (270) | (3,067) |
Other current assets | 243 | (214) | 5,725 |
Other non-current assets | (1,526) | 63 | (592) |
Deferred revenue | 807 | (4,566) | 2,813 |
Accounts payable | 26,262 | 13,530 | (22,243) |
Accrued expenses and other current liabilities | 12,443 | 10,001 | 14,618 |
Other non-current liabilities | (490) | (2,003) | 105 |
Net cash provided by operating activities | 90,523 | 78,486 | 44,292 |
Cash flows from investing activities: | |||
Capital expenditures | (20,483) | (22,232) | (9,482) |
Website and software development costs | (15,487) | (17,004) | (17,274) |
Acquisitions and other investments, net of cash acquired | (18,245) | (9,209) | (20,093) |
Net cash used for investing activities | (54,215) | (48,445) | (46,849) |
Cash flows from financing activities: | |||
Cash paid for acquisition-related liabilities | (15,508) | (5,959) | (9,850) |
Proceeds from credit facilities, net of issuance cost | 11,250 | 5,625 | 183,311 |
Proceeds from initial public offering, net of issuance costs | 126,538 | ||
Issuances under employee stock purchase plan | 3,058 | 2,742 | 809 |
Exercise of options | 241 | 199 | 137 |
Repurchase of shares | (13,443) | (9,607) | (64,468) |
Repayments against the credit facilities | (11,250) | (5,625) | (180,745) |
Net cash (used for) / provided by financing activities | (25,652) | (12,625) | 55,732 |
Effect of exchange rate changes on cash and cash equivalents | (34) | (165) | (41) |
Net increase in cash and cash equivalents | 10,622 | 17,251 | 53,134 |
Cash and cash equivalents, beginning of period | 121,110 | 103,859 | 50,725 |
Cash and cash equivalents, end of period | 131,732 | 121,110 | 103,859 |
Supplemental cash flow disclosures including non-cash activities: | |||
Cash paid for interest, net | 10,481 | 5,673 | 7,004 |
Cash paid for income taxes, net | 1,900 | 1,611 | 1,758 |
Liability established in connection with acquisitions | 8,189 | 20,529 | 10,185 |
Capitalized stock-based compensation as website and software development | 3,790 | 5,394 | 10,196 |
Shares issued in connection with acquisitions and other agreements | 5,387 | 19,005 | 29,650 |
Dividends on redeemable convertible preferred stock settled in Company's equity | 60,082 | ||
Non-cash settlement of warrants and derivative liabilities | 410 | 63,100 | |
Right-to-use asset established | 165 | 9,559 | |
Operating lease liabilities established | 165 | 12,050 | |
Non-cash consideration for website and software development | $ 963 | $ 1,654 | $ 1,551 |
Organization and Background
Organization and Background | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Background | Note 1— Organization and Background (a) Nature of Business Zeta Global Holdings Corp., a Delaware Corporation ("Zeta" or “Zeta Global Holdings”) and Zeta Global Corp., a Delaware Corporation and the operating company (“Zeta Global” individually, or collectively with Zeta Global Holdings Corp. and its consolidated entities, as context dictates, the “Company”) is a marketing technology company that uses proprietary data, artificial intelligence and software to create a technology platform that enables marketers to acquire, retain and grow customer relationships. The Company’s technology platform powers data-driven marketing programs for enterprises across a wide range of industries and utilizes all digital distribution channels including email, search, social, mobile, display and connected TV. Zeta Global was incorporated and began operations in October 2007. (b) Initial Public Offering (“IPO”) On June 9, 2021, the Company’s registration statement on Form S-1 relating to the IPO of its Class A common stock was declared effective by the Securities and Exchange Commission (“SEC”). In connection with the IPO, on June 14, 2021, the Company issued and sold 14,773,939 shares of Class A common stock at a public offering price of $ 10 per share for net proceeds of $ 132.7 million, after deducting underwriters’ discounts and commissions (but excluding other offering expenses and reimbursements of $ 6.2 million). The Company used a portion of proceeds from its IPO (i) to satisfy the tax withholding and remittance obligations of holders of its outstanding restricted stock and restricted stock units that vested in connection with the offering by repurchasing and canceling 1,799,650 shares of Class A restricted stock, 197,490 shares of Class B restricted stock and 92,671 restricted stock units (the “Tax Withholding Repurchase”); (ii) to repurchase and cancel 2,158,027 shares of Class A restricted stock and 88,518 restricted units at the election of certain holders (the “Class A Stock Repurchase”); (iii) to repurchase and cancel 1,767,692 shares of Class B common stock and 342,510 shares of restricted Class B common stock from its Chief Executive Officer and Co-Founder, David Steinberg (the “Class B Stock Repurchase”); and (iv) for general corporate purposes, including working capital, operating expenses and capital expenditures, although the Company did not designate any specific uses. The Company has used and may also use in future a portion of the net proceeds to fund possible investments in, or acquisitions of, complementary businesses, services or technologies. (c) Reorganization Transactions In connection with the IPO, the Company completed the following transactions (“Reorganization Transactions”): As per the amended and restated certificate of incorporation, the authorized capital stock consists of 3,750,000,000 shares of Class A common stock, par value $ 0.001 per share, 50,000,000 shares of Class B common stock, par value $ 0.001 per share, and 200,000,000 shares of preferred stock, par value $ 0.001 per share. The number of shares outstanding as of June 14, 2021 was 152,270,401 shares of Class A common stock and 37,856,095 shares of Class B common stock after giving effect to the following transactions upon the Company’s IPO: the conversion of 39,223,194 outstanding shares, and unpaid dividends on such outstanding shares, of its Series A preferred stock, Series B-1 preferred stock, Series B-2 preferred stock, Series C preferred stock, Series E preferred stock, Series E-1 preferred stock, Series F preferred stock, Series F-1 preferred stock, Series F-2 preferred stock, Series F-3 preferred stock and Series F-4 preferred stock into 73,813,713 shares of its Class A common stock immediately prior to the completion of the IPO (the “Preferred Conversion”); 8,360,331 shares of its Class A common stock issued in connection with the exercise of outstanding warrants (the “Warrants Exercise”); the reclassification of 3,054,318 shares of its existing Series B common stock and 26,722,208 shares of Series A common stock into shares of Class A common stock and the reclassification of 70,108,628 shares of restricted Series A common stock into shares of restricted Class A common stock (of which 8,734,893 have vested in connection with the IPO and 4,138,866 shares were repurchased by the Company); the exchange of 39,463,787 shares of Class A common stock (after giving effect to the Preferred Conversion and the Reclassification) held by the Co-Founder and Chief Executive Officer and his affiliates for an equivalent number of shares of Class B common stock, which went into effect upon the filing and effectiveness of our amended and restated certificate of incorporation pursuant to the terms of the exchange agreement entered into between the Co-Founder and Chief Executive Officer and his affiliates and us (the “Class B Exchange”); and the repurchase of an aggregate of 4,138,866 shares of restricted Class A common stock and 2,307,692 shares of Class B common stock (of which 540,000 shares are restricted Class B common stock) as a result of the Stock Repurchase and the Tax Withholding Repurchase. |
Basis of Presentation and Signi
Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies | Note 2— Basis of Presentation and Significant Accounting Policies (a) Principles of consolidation: The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. (b) Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. In these consolidated financial statements, accounts receivable, free standing and embedded financial instruments, acquired assets and liabilities (including goodwill and intangible assets) and their useful lives, website and software development costs, acquisition-related liabilities including contingent purchase price payable and holdback payable, stock-based compensation, impairment of indefinite and long-lived assets, and valuation allowance on income taxes involve reliance on management’s estimates. Estimates are based on management judgment and the best available information, as such actual results could differ from those estimates. (c) Net loss per share attributable to common stockholders: Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 20 for further discussion. (d) Revenue recognition: Revenues arise primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customers usage of the technology. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues. The Company determines revenue recognition through the following steps: (i) Identification of the contract, or contracts, with a customer. (ii) Identification of the performance obligations in the contract. (iii) Determination of the transaction price. (iv) Allocation of the transaction price to the performance obligations in the contract. (v) Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The transaction price is the amount of consideration that the Company is entitled to in exchange for transferring services to a customer. Certain customer contracts give rise to variable consideration, including rebates and allowances that generally decrease the transaction price and therefore reduce revenues. These variable amounts are generally credited to the customer, based on achieving certain levels of activity. Variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is estimated based upon historical experience and known trends. Further, for the contracts having multiple performance obligations, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The relative standalone selling price (“SSP”) is determined based on the terms of the contract and requires judgment. Typically, the best estimate of SSP is the contractual price of each obligation. The transaction price for a contract excludes any amounts collected on behalf of third parties, in cases where the Company acts as an agent. Payment terms are typically 30 to 90 days. As such, the Company does not have any significant financing components. Generally, the Company’s contracts contain a series of separately identifiable and distinct services that represent performance obligations that are satisfied over time, revenue for such contracts is recognized using the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer. The Company also derives revenues from subscription fees for the use of its platforms. The Company recognizes the corresponding revenues over time on a ratable basis over the customer agreement term. When the Company enters into multiple contracts with a single counterparty, the Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated with a single commercial objective, (ii) consideration to be paid in one contract depends on the terms of the other contract, and (iii) services promised are a single performance obligation. When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the services transferred to determine the independent nature of both the transactions. The Company presents the revenue and expense based on the fair value of the services provided or received. Principal vs. Agent In substantially all its businesses, the Company incurs third-party costs on behalf of customers, including direct costs and incidental costs. Third-party direct costs incurred in connection with the delivery of advertising or marketing services include, among others: purchased media, data, cost of physical mailers, and procurement cost of Internet Protocol Addresses (“IPs”), used in the emailing services. However, the inclusion of billings related to third-party direct costs in revenues depends on whether the Company acts as a principal or as an agent in the customer arrangement. In certain businesses the Company may act as a principal when contracting for third-party services on behalf of its customers because it controls the specified goods or services before they are transferred to the customer and the Company is responsible for providing the specified goods or services, or it is responsible for directing and integrating third-party vendors to fulfil its performance obligation at the agreed upon contractual price. In such arrangements, the Company also takes pricing risk under the terms of the customer contract. In certain media buying businesses, the Company acts as a principal when it controls the buying process for the purchase of the media and contracts directly with the media vendor. In these arrangements, it assumes the pricing risk under the terms of the customer contract. In such cases, the Company includes billable amounts related to third-party costs in the transaction price and record revenues at the gross amount billed, consistent with the manner that revenues are recognized for the underlying services contract. In certain arrangements the Company may act as an agent of the customers when contracting for third-party services on behalf of its customers because the Company does not control the specified goods or services before they are transferred to the customer. In these contracts with customers, the Company provides access to its software platform available through different pricing options to tailor to multiple customer types and customer needs. These options consist of a percentage of spend, a subscription fee or a fixed cost per impression. In such arrangements, any direct costs incurred on behalf of the customers are netted down from the revenues and revenue is recognized on net basis. Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $ 5,346 and $ 2,325 as of December 31, 2023 and 2022, respectively, and are included in the account receivables, net, in the consolidated balance sheets. Contract liabilities consists of deferred revenues that represents amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the years ended on December 31, 2023 and 2022, the Company billed and collected $ 5,243 and $ 10,572 in advance, respectively, and recognized $ 4,170 and $ 15,210 , respectively, as revenues. As of the years ended on December 31, 2023 and 2022, the deferred revenues are $ 3,301 and $ 2,228 , respectively. Practical expedients and exemptions The Company applies the optional exemptions and does not disclose: a) transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance; b) Further, in certain contracts, the Company utilizes the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer. Significant judgments The recognition of revenues requires the Company to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, contract assets and contract liabilities. (a) Revenues from certain contracts with customers are subject to variability due to cash incentives and credit notes, therefore, revenues are recognized but subject to the constraint on the variable consideration, i.e. only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. (b) When revenue arrangements include components of third-party goods and services, for example in transactions which involve resale, fulfillment or providing advertising impressions to the end customer, the Company evaluates whether it is a principal, and reports revenues on a gross basis, or an agent, and reports revenues on a net basis. In this assessment, it is considered if the control of the specified goods or services is obtained before they are transferred to the customer by evaluating indicators such as which party is primarily responsible for fulfilling the promise to provide the goods or services, which party has discretion in establishing price and the underlying terms and conditions between the parties to the transaction. (c) Contracts with customers may include multiple services. Determining whether those services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment. (d) Contracts with the Company’s vendors that involve both the purchase and sale of services with a single counterparty. Assessing each contract to determine if the revenue and expense should be presented gross or net, may require significant judgement. (e) Determining the standalone selling price for various performance obligations in the customer contracts requires significant judgement. Remaining Performance Obligations Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors. As of December 31, 2023, the Company's remaining performance obligations for the next twelve months and thereafter were approximately $ 98,400 and $ 116,200 , respectively. Disaggregation of revenues from contract with customers The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it Direct Platform Revenue. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenue. The following table summarizes disaggregation for the years ended December 31, 2023, December 31, 2022 and December 31, 2021: Year ended December 31, 2023 2022 2021 Direct Platform Revenue 72 % 77 % 76 % Integrated Platform Revenue 28 % 23 % 24 % Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets. (e) Operating expenses: Operating expenses including cost of revenues (excluding depreciation and amortization), general and administrative expenses, selling and marketing expenses and research and development expenses, are recognized as these costs are incurred. Depreciation and amortization: The Company records depreciation and amortization using a straight-line method over the estimated useful life of the assets. Acquisition-related expenses: Acquisition-related costs primarily consist of legal fees associated with certain business combinations. Restructuring expenses: Restructuring costs consists primarily of employee termination costs due to internal restructuring. The Company recognizes these costs as they are incurred. There are no incomplete restructuring plans as of December 31, 2023 and 2022. (f) Cash, cash equivalents and restricted cash: Highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company maintains cash balances with banks which at times may be in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. As of December 31, 2023 and 2022, approximately 0.4 % and 0.9 % of cash and cash equivalents, respectively, was held in accounts outside the United States and not protected by FDIC insurance. As of December 31, 2023 and 2022, the Company did no t have any amounts in restricted cash. (g) Accounts receivable and allowance for doubtful accounts: Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. Allowances for doubtful accounts are established through an evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of receivables. Management considers the following factors when determining the collectability of specific customer accounts: past transaction history with the customers, current economic industry trends, and changes in customer payment terms. If the financial conditions of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. The following table reconciles the changes in the allowance for doubtful accounts for the years ended December 31, 2023 and 2022: Balance as of January 1, 2022 $ 1,295 Bad debt expense 650 Write offs ( 63 ) Balance as of December 31, 2022 $ 1,882 Bad debt expense 2,272 Write offs ( 590 ) Balance as of December 31, 2023 $ 3,564 Accounts receivable includes unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. As of December 31, 2023, and 2022, the Company had $ 5,346 and $ 2,325 of unbilled accounts receivable, respectively. (h) Property and equipment, net: Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are expensed when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation is computed using the straight-line method over the estimated useful lives of assets, which are as follows: Estimated Useful Life Computer equipment 3 - 6 Office equipment and furniture 5 - 7 Purchased software 3 - 5 Leasehold improvements Shorter of useful life and The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property and equipment are used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment for assets held and used was recorded for the years ended December 31, 2023 and 2022. (i) Website and software development costs, net: The Company capitalizes the cost of internally developed software that has a useful life in excess of one year. These costs consist of the salaries, bonuses, stock-based compensation and other employee benefits costs of employees working on such software development. Capitalization begins during the application development stage, following completion of the preliminary project stage. If a project constitutes an enhancement to previously developed software, it is assessed whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization using the straight-line method. The estimated useful life of the Company’s website and software development costs is three years. The Company annually assesses whether triggering events are present to review developed software for impairment. Based on this assessment, there was no event during the year ended December 31, 2023 that required the Company to perform such impairment analysis. (j) Intangible assets, net: Intangible assets are recorded at cost less accumulated amortization. Cost of intangible assets acquired through business combinations represents their fair market value at the date of acquisition. Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets, which are as follows: Estimated Useful Life Tradenames 4 - 5 Data supply relationships 2 - 5 Completed technologies 3 - 10 Customer relationships 3 - 12 The Company purchases and licenses data content from multiple data providers to develop the proprietary databases of information for client use. This data content sometime consists of consumer information like name, address, phone numbers, zip codes, gender, age group, etc. and it may also consist of business information industry, sales volume, physical address, financial information, credit score, etc. License agreement terms vary by vendor. In some instances, the Company retains perpetual rights to this information after the contract ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the life of the contract term. The Company capitalizes the intangible assets as the data contents are received from the third parties, as it expects those assets to provide future economic benefit via the generation of Company’s revenue and margins. These intangibles assets are amortized on a straight-line basis over the estimated useful life of the data asset. The Company evaluates data content contracts for potential capitalization at the inception of the arrangement as well as each time periodic payments to third parties are made. The amortization period for the capitalized purchased content is based on the Company’s best estimate of the useful life of the asset, which ranges from two to five years . The determination of the useful life includes consideration of a variety of factors including, but not limited to, assessment of the expected use of the asset and contractual provisions that may limit the useful life, as well as an assessment of when the data is expected to become obsolete based on the Company’s estimates of the diminishing value of the data over time. Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly recurring payment terms over the contractual period. Upon the expiration of such arrangements, the Company no longer has the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. The Company will immediately lose rights to data under these arrangements if it cancels the subscription and/or cease making payments under the subscription arrangements. The Company reviews the carrying value of its definite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. Factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the intangible assets are used, and the effects of obsolescence, demand, competition and other economic factors. For the year ended December 31, 2023 and 2022, no such events and circumstances were noticed that would trigger such assessment and therefore no impairment was recorded. (k) Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized but rather tested for impairment at least annually or more often if and when circumstances indicate that goodwill may not be recoverable. The Company performs an annual goodwill impairment test on October 1 of every year at a reporting unit level based on the financial statements as of September 30. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. As of December 31, 2023, the Company has four reporting units. The Company assesses qualitative factors to determine whether it is necessary to perform a more detailed quantitative impairment test for goodwill and other indefinite-lived intangible assets. It may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units. Qualitative factors that are considered as part of this assessment include a change in the Company’s equity valuation and its implied impact on reporting unit fair value, a change in its weighted average cost of capital, industry and market conditions, macroeconomic conditions, trends in product costs and financial performance of the businesses. For the quantitative test, the Company generally uses a discounted cash flow method to estimate fair value. The discounted cash flow method is based on the present value of projected cash flows. Assumptions used in these cash flow projections are generally consistent with the Company’s internal forecasts. The estimated cash flows are discounted using a rate that represents its weighted average cost of capital. The weighted average cost of capital is based on a number of variables, including the equity-risk premium and risk-free interest rate. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill. For the years ended December 31, 2023 and 2022 annual goodwill impairment test, the Company elected to bypass the qualitative assessment for its four reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of the reporting units. As a result of this assessment, it was concluded that there was no impairment loss because the fair value of the reporting units significantly exceeded their respective carrying value as of each of the dates. Specifically, for the year ended December 31, 2023, the difference between the fair value and the book value of the reporting units was in the range of $ 51,770 -$ 785,079 . (l) Income taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. A valuation allowance is established when management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income taxes are more fully discussed in Note 18. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions including determining the Company’s uncertain tax position. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense. The Company’s policy is to account for income taxes for global intangible low taxed income (“GILTI”) as a period cost when incurred. (m) Foreign currency translations: The Company operates in multiple countries through its legal entities and it performs the functional currency assessment for these entities periodically to determine whether the respective local country currency or United States Dollars ("USD") is their functional currency. Once this determination is made, transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction. All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s consolidated statement of operations and comprehensive loss . The assets and liabilities of the subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate. Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction. Resulting translation adjustments are included in “Accumulated other comprehensive loss” in the consolidated balance sheets. (n) Financial instruments: The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, warrants and derivative liabilities, acquisition-related liabilities, which are primarily denominated in U.S. dollars. The carrying amounts of some of these instruments approximate their fair values principally due to the short-term nature of these items. The Company uses a third-party valuation firm to determine the fair value of warrants and derivative and acquisition related liabilities periodically and such valuations are calculated using a variety of methods including market multiples, comparable market transactions and discounted cash flows. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risk arising from these financial instruments. With respect to accounts receivable, the Company is exposed to credit risk arising from the potential for counterparties to default on their contractual obligations to the Company. The Company generally does not require collateral to support accounts receivable. The Company establishes an allowance for doubtful accounts that corresponds with the specific credit risk of its customers, historical trends, and economic circumstances. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include: Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets; Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. See Note 16 for additional information regarding fair value. (o) Redeemable convertible preferred stock: The redeemable convertible preferred stock as of December 31, 2020 were converted into Class A common stock upon the IPO and as such there were no such redeemable convertible preferred stock as of December |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 3— Property and Equipment, Net The details of property and equipment, net and related accumulated depreciation, are set forth below: December 31, 2023 December 31, 2022 Computer equipment and purchased software $ 25,553 $ 21,955 Office equipment and furniture 1,170 1,639 Leasehold improvements 2,409 2,306 Property and equipment – gross 29,132 25,900 Less: Accumulated depreciation ( 21,680 ) ( 19,919 ) Property and equipment, net $ 7,452 $ 5,981 Depreciation expense for the years ended December 31, 2023 and 2022 was $ 3,744 and $ 3,186 , respectively. During the year ended December 31, 2023, gross amount of certain fully depreciated property and equipment, no longer in use, was off-set with an equal amount of accumulated depreciation of $ 1,983 . |
Website and Software Developmen
Website and Software Development Costs, Net | 12 Months Ended |
Dec. 31, 2023 | |
Capitalized Computer Software, Net [Abstract] | |
Website and Software Development Costs, Net | Note 4— Website and Software Development Costs, Net The details of website and software development costs, net and the related accumulated amortization are set forth below: December 31, 2023 December 31, 2022 Website and software development costs $ 114,931 $ 154,015 Less: Accumulated amortization ( 82,807 ) ( 117,302 ) Website and software development costs, net $ 32,124 $ 36,713 Website and software development costs capitalized during the years ended December 31, 2023 and 2022 were $ 19,965 and $ 23,398 , respectively. Amortization expense for website and software development costs for the years ended December 31, 2023 and 2022 was $ 24,163 and $ 24,723 , respectively. During the year ended December 31, 2023, gross amount of certain fully amortized website and software development costs, no longer in use, was off-set with an equal amount of accumulated amortization of $ 58,658 . |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 5— Intangible Assets, Net The details of intangible assets and related accumulated amortization are set forth below: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Data supply relationships $ 43,484 $ 20,350 $ 23,134 $ 25,314 $ 8,242 $ 17,072 Tradenames 2,720 2,706 14 2,720 2,650 70 Completed technologies 34,932 26,164 8,768 28,792 22,320 6,472 Customer relationships 74,453 57,588 16,865 71,099 50,355 20,744 Total intangible assets $ 155,589 $ 106,808 $ 48,781 $ 127,925 $ 83,567 $ 44,358 Amortization expense of intangibles for the years ended 2023 and 2022 was $ 23,242 and $ 23,969 , respectively. Weighted average useful life of the unamortized intangibles as of December 31, 2023 was 2.76 years. Based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization over the next five years and beyond are as follows: Year ending December 31, 2024 $ 21,739 2025 15,738 2026 7,280 2027 2,542 2028 1,482 2029 and thereafter — Total $ 48,781 |
Goodwill
Goodwill | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill Disclosure [Abstract] | |
Goodwill | Note 6— Goodwill The following is a summary of the carrying amount of goodwill: Balance as of January 1, 2022 $ 114,509 Acquisition of ArcaMax 18,588 Foreign currency translation ( 28 ) Balance as of December 31, 2022 $ 133,069 Acquisition of WhatCounts 7,824 Foreign currency translation 12 Balance as of December 31, 2023 $ 140,905 Based on the annual quantitative assessment performed by the Company the fair value of each reporting unit exceeded the respective carrying value by more than 100 %, as such there was no impairment loss. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2023 | |
Business Combinations [Abstract] | |
Acquisitions | Note 7— Acquisitions The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. Acquisition-related expenses are expensed when incurred. The Company may also agree to pay a portion of the purchase price for certain acquisitions in the form of contingent consideration, the unpaid amounts of these liabilities are included in the acquisition-related liabilities on the consolidated balance sheets as of December 31, 2023 and 2022. (a) WhatCounts, Inc. On March 1, 2023 , the Company entered into an asset purchase agreement with the Output Services Group, Inc. to purchase certain assets of WhatCounts , Inc. ("WhatCounts"), including customer contracts, technology assets and certain employees who were engaged in these businesses . The Company concluded the transaction represents an acquisition of a business under ASC 805, Business Combinations. The total consideration of WhatCounts acquisition is $ 15,990 , including $ 1,011 as estimated earn-outs based on the achievement of certain operating targets of the acquired businesses, and $ 128 as working capital adjustment. During the year ended December 31, 2023, the Company finalized the purchase price allocations for its WhatCounts acquisition. Accordingly, the Company has recognized $ 960 as customer relationships intangibles, $ 6,140 as completed technologies, $ 7,824 as goodwill and $ 1,066 as other net assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 3.0 years. Prior to the acquisition, WhatCounts' technology asset was being used as an Email Service Provider (“ESP”). Therefore, the Company paid a premium to acquire these assets, which is represented as Goodwill in the above purchase price allocation. The Company incurred $ 203 as acquisition-related expenses related to this acquisition. Goodwill acquired by the Company in its WhatCounts acquisition is deductible for tax purposes. (b) ArcaMax Publishing, Inc. On March 11, 2022 , the Company entered into a stock purchase agreement with the seller of ArcaMax Publishing, Inc., (“ArcaMax”) to purchase all of its issued and outstanding shares of common stock. The stock purchase agreement was effective March 1, 2022. The fair value of the aggregate purchase consideration for the ArcaMax acquisition was $ 26,925 . The Company paid cash consideration of $ 9,386 (including a working capital adjustment of $ 386 ), issued 926,785 shares of Class A common stock with a fair value of $ 10,000 , and agreed to pay certain earn-outs valued at $ 6,577 based on the operating performance of the acquired business after the closing date in cash and in shares of the Company, $ 962 in cash holdback. During the year ended December 31, 2022, the Company finalized the purchase price allocation for its ArcaMax acquisition. Accordingly, the Company has recognized $ 5,100 as customer relationships intangibles, $ 5,700 as completed technologies, $ 18,588 as goodwill, $ 2,850 as deferred tax liability and $ 387 as other net assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 5 years. Prior to the acquisition, ArcaMax was a leader in the development and distribution of more than 400 interest-based newsletters to consumers in the United States, distributing news and syndicating features to a growing opted-in subscriber audience of four million readers. Therefore, the Company paid a premium to acquire ArcaMax assets, which is represented as Goodwill in the above purchase price allocation. The Company incurred $ 344 as acquisition-related expenses related to this acquisition. Goodwill acquired by the Company in its ArcaMax acquisition is not deductible for tax purposes Pro Forma Information —The unaudited pro forma consolidated revenues of the Company for the year ended December 31, 2023 and 2022 were approximately $ 730,311 and $ 603,737 , respectively, as if the business combinations had taken place on January 1, 2022. The unaudited pro forma earnings of these acquired businesses were insignificant to consolidated net loss from January 1, 2023 to December 31, 2023. |
Acquisition Related Liabilities
Acquisition Related Liabilities | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition Related Liabilities [Abstract] | |
Acquisition-Related Liabilities | NOTE 8—Acquisition-Related Liabilities The following is a summary of acquisition-related liabilities: eBay Sizmek IgnitionOne Kinetic Vital Apptness ArcaMax WhatCounts Total Balance as of January 1, 2022 $ 8,000 $ 1,927 $ 1,360 $ 24 $ 2,840 $ 8,806 $ — $ — $ 22,957 Additions — — — — — — 7,539 — 7,539 Payments made during the year — ( 2,168 ) — ( 205 ) ( 1,105 ) ( 7,333 ) — — ( 10,811 ) Change in fair value of earn-out — 241 — 1,073 565 8,828 2,283 — 12,990 Balance as of December 31, 2022 $ 8,000 $ — $ 1,360 $ 892 $ 2,300 $ 10,301 $ 9,822 $ — $ 32,675 Additions — — — — — — — 1,139 1,139 Payments made during the year ( 4,225 ) — ( 1,116 ) ( 638 ) ( 1,495 ) ( 8,783 ) ( 4,313 ) — ( 20,570 ) Change in fair value of earn-out 450 — ( 244 ) ( 9 ) 195 4,341 827 1,490 7,050 Balance as of December 31, 2023 $ 4,225 $ — $ — $ 245 $ 1,000 $ 5,859 $ 6,336 $ 2,629 $ 20,294 During the year ended December 31, 2023, the businesses acquired by the Company in its Apptness, ArcaMax and WhatCounts acquisitions have performed better than the estimates used for the initial purchase price allocation, as such the Company recorded the changes in the fair value of the earn-outs, which are included in "other expenses" on the consolidated statements of operations and comprehensive loss. During the year ended December 31, 2023, the Company settled the litigation in relation to certain acquisition related liabilities for its eBay CRM and recorded an additional liability of $ 450 and paid $ 4,225 . The Company expects to pay the remaining amount of $ 4,225 within the next 12 months and included this amount in acquisition-related liabilities (current) in the audited consolidated balance sheet as of December 31, 2023. |
Accrued expenses
Accrued expenses | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Accrued expenses | NOTE 9—Accrued expenses The details of accrued expenses are set forth below: December 31, 2023 December 31, 2022 Accrued expenses $ 43,071 $ 31,267 Payroll related liabilities 41,712 40,338 Others 672 759 Accrued expenses $ 85,455 $ 72,364 |
Concentration of Credit Risk
Concentration of Credit Risk | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
Concentration of Credit Risk | NOTE 10—Concentration of Credit Risk No customer accounted for more than 10 % of the Company’s total revenues during the years ended December 31, 2023 and 2022. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of December 31, 2023, there was one customer that represented more than 10 % of accounts receivables balance. As of December 31, 2022, there was no customer that represented more than 10 % of accounts receivables balance as of December 31, 2023. The Company continuously monitors whether there is an expected credit loss arising from customers, and accordingly make provisions as warranted. |
Credit Facilities
Credit Facilities | 12 Months Ended |
Dec. 31, 2023 | |
Line of Credit Facility [Abstract] | |
Credit Facilities | NOTE 11—Credit Facilities The Company’s long-term borrowings are as follows: December 31, 2023 December 31, 2022 Credit facility $ 185,000 $ 185,000 Less: Unamortized deferred financing cost ( 853 ) ( 1,047 ) Long-term borrowings $ 184,147 $ 183,953 On February 3, 2021, the Company entered into a $ 222,500 Senior Secured Credit Facility (“Senior Secured Credit Facility”) with a syndicate of financial institutions and institutional lenders, which consists of (i) a $ 73,750 initial revolving facility, (ii) a $ 111,250 term loan facility, and (iii) a $ 37,500 in incremental revolving facility commitment. On March 22, 2023, the Company entered into a $ 25,000 incremental revolving facility commitment pursuant to an amendment to the Senior Secured Credit Facility (the “2023 Incremental Revolving Commitment”), thereby increasing the total credit facility of the Company to $ 247,500 . Out of the total credit facility $ 45,625 remains undrawn as of December 31, 2023. The Company has an outstanding letter of credit amounting to $ 1,244 against the available revolving credit facility. The credit facility was fully secured by the financial institution with a first lien on the Company’s assets. Interest on the current outstanding balances is payable quarterly and calculated using a SOFR rate of no lower than SOFR+ 2.125 % and no higher than SOFR+ 2.625 % based on the Company’s consolidated net leverage ratio stated in the credit agreement. The effective interest rate on this debt for the year ended on December 31, 2023 was 7.3 % . The extensions of credit may be used solely (a) to refinance existing indebtedness, (b) to pay any expenses associated with this line of credit agreement, (c) for acquisitions, and (d) for other general corporate purposes. The Company is required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on February 3, 2026 . During the year ended December 31, 2023, the Company borrowed $ 11,250 against the revolver facility and repaid the same amount against the term loan under the credit facility. The initial debt issuance costs of $ 1,902 incurred in the form of the legal fee, underwriter’s fee, etc., are recognized as a reduction in long-term borrowings in the consolidated balance sheets, and are being amortized over the term of the contract on a straight-line basis. The Senior Secured Credit Facility contains certain financial maintenance covenants including consolidated net leverage ratio and consolidated fixed charge coverage ratio. In addition, this agreement contains restrictive covenants that may limit the Company’s ability to, among other things, acquire equity interests of the Company from its stockholders, repurchase / retire any of the Company’s securities, and pay dividends or distribute excess cash flow. Additionally, the Company is required to submit periodic financial covenant letters that would include current net leverage ratio and fixed charge coverage ratio, among others. As of December 31, 2023, the applicable total leverage ratio and fixed charge coverage ratio were 2.50 and 1.25 , respectively, and the Company was in compliance with these covenants. The Company determined that the Term Loan is classified as Level 3 and the relevant fair values as of the year ended on December 31, 2023 and 2022 was approximately $ 195,201 and $ 189,092 , respectively. As of December 31, 2023, the repayment schedule for the long-term borrowings was as follows: Year ended December 31, 2024 $ 11,250 2025 16,875 2026 156,875 Total* $ 185,000 * Includes $ 11,250 repayable against the term loan facility within the twelve-month period ending December 31, 2024. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12—Commitments and Contingencies Purchase obligations The Company entered into non-cancelable vendor agreements to purchase services. As of December 31, 2023, the Company was party to outstanding purchase contracts as follows: Year ended December 31, 2024 $ 30,401 2025 12,892 2026 4,567 2027 620 2028 — 2029 and thereafter — Total $ 48,480 Lease commitments Refer to "Note 15. Leases" for Company's future lease commitments. Other contingencies The Company is a party to various litigation and administrative proceedings related to claims arising from its operations in the ordinary course of business including in relation to certain contingent purchase price obligations noted above. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes that the resolution of the matters will not have a material impact on the Company’s business, results of operations, financial condition, or cash flows. See "Note 8. Acquisition-Related Liabilities" for additional information. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | NOTE 13—Stock-Based Compensation Stock-based compensation plan In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan, and, in 2017, adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”). The Plans permit the issuance of stock options, restricted stock and restricted stock units to employees, directors, and officers, consultants or advisors and non-employee directors of the Company. Options granted under the Plans expire no later than ten years from the grant date. Prior to the IPO, the restricted stock and restricted stock units granted under the Plans generally did not vest until a change in control. Upon a change in control, restricted stock and restricted stock units vest as to 25 % of the shares with the balance of the shares vesting in equal quarterly installments following the change in control over the remainder of a five-year term from the original date of grant. The restricted stock and restricted stock units fully vest upon a change in control to the extent five years has passed from the original date of grant of the restricted stock or restricted stock units. Since the vesting of these awards was contingent upon the change of control event, which was not considered probable until it occurred, the Company did not record any stock-based compensation for such awards prior to the IPO, a change in control event. The stock-based compensation has been recognized following the vesting of restricted stock, restricted stock units and options as described below. The Company ceased granting awards under the Plans following its adoption of the 2021 Plan (as defined below) in connection with the IPO. In connection with the IPO, the Company adopted the Zeta Global Holdings Corp. 2021 Incentive Award Plan (the “2021 Plan”), which was effective as of the day prior to the first public trading date of our Class A common stock and under which restricted stock, restricted stock units and options have been granted to service providers. With certain exceptions, the equity awards granted under the 2021 Plan generally vest over four years , with 25 % of the shares vesting upon the first anniversary of the grant date and the remainder of the shares vesting in equal quarterly installments thereafter. During the year ended December 31, 2023, 2022 and 2021, the Company recognized stock-based compensation expense of $ 242,881 , $ 298,992 and $ 259,159 , respectively. Restricted Stock and Restricted Stock Units As noted above, the Company’s restricted stock and restricted stock units granted prior to the IPO did not vest until a change of control. On March 24, 2021, the Company’s board of directors approved a modification in the vesting terms of its restricted stock and restricted stock unit awards. This modification was accounted for under the guidance in ASC 718-20-35-3. Given the vesting of the modified awards contained a performance condition associated with the IPO, the Company had determined that the modification was considered improbable-to-improbable under ASC 718-20-55-118 through 119. The Company recognized compensation expense over the modified vesting terms, based on the fair value as of the date of modification. During the year ended December 31, 2023, the Company's board of directors approved the modification of the vesting schedule of certain awards, to accelerate the vesting of those grants. These modifications were accounted for in accordance with ASC 718-20-35-3 and did not have any material impact on the stock-based compensation during the year ended December 31, 2023. Following is the activity of restricted stock and restricted stock units granted by the Company: Shares Weighted-Average Non-vested as of January 1, 2022 65,208,870 $ 10.86 Granted 9,267,655 9.45 Vested ( 12,964,063 ) 10.55 Forfeited ( 1,405,187 ) 10.41 Non-vested as of December 31, 2022 60,107,275 $ 10.72 Granted (1) 11,718,672 9.15 Vested ( 20,857,865 ) 10.37 Forfeited (2) ( 1,269,753 ) 9.02 Non-vested as of December 31, 2023 (3) 49,698,329 $ 10.54 (1) During the year ended December 31, 2023, the Company granted 11,467,755 restricted stock and 250,917 restricted stock units to its employees, advisors and non-employee directors. (2) During the year ended December 31, 2023, 1,241,675 restricted stock and 28,078 restricted stock units were forfeited. (3) Includes 37,641,861 unvested Class A restricted stock, 11,169,137 unvested Class B restricted stock and 887,331 unvested restricted stock units as of December 31, 2023. Stock options Following is the summary of transactions under the Company’s stock option plan: Number of Weighted Weighted Aggregate Outstanding options as of January 1, 2022 887,662 $ 3.53 4.19 $ 5.28 Granted 575,250 10.82 Exercised ( 315,430 ) 0.63 Forfeited ( 30,990 ) 10.83 Outstanding options as of December 31, 2022 1,116,492 $ 7.90 6.67 $ 0.59 Granted 1,714,555 8.63 Exercised ( 63,500 ) 3.79 Forfeited ( 147,610 ) 7.65 Outstanding options as of December 31, 2023 2,619,937 $ 8.49 4.97 $ 0.57 As of December 31, 2023, the Company had 683,055 outstanding exercisable options with a weighted-average exercise price of $ 6.27 . Options granted by the Company expire no later than ten years from the grant date. The Company granted 1,714,555 options during the year ended December 31, 2023. The Company engaged a third-party valuation firm to determine the estimated fair value of the options using the Black-Scholes-Merton method, which was determined as $ 4.57 for the options issued during the year ended December 31, 2023 using the following assumptions: Year ended Dividend yield 0.0 % Volatility 51.0 % Risk free rate of interest 3.6 % Performance Stock Unit (“PSU”) Award On April 19, 2023, the Compensation Committee of the Board of Directors approved the grant of 1,538,925 PSUs under the Company’s 2021 Plan. Upon achievement of the conditions described below, the PSUs could result in the issuance of up to 4,616,775 shares of Class A common stock. Each PSU represents the right to receive shares of Class A common stock as set forth in the PSU grant agreement or, at the option of the Company, an equivalent amount of cash. Participants have no right to the distribution of any shares or payment of any cash until the time (if ever) the PSUs are earned and have vested. Each PSU provides for the right to receive a dividend equivalent to the value of any ordinary cash dividends paid on substantially all the outstanding shares of Class A common stock if the PSUs are earned and vested. The PSUs may be earned at the end of each fiscal quarter beginning with the three-month period ending on December 31, 2023 and ending with, and including, the three month period ending on December 31, 2027. The PSUs shall be earned as set forth in the table below, based on the 20-day volume-weighted average closing price per share (“VWAP”) for such quarter. The number of PSUs earned for such quarter shall be reduced by the number of PSUs, if any, earned in any prior quarter. 20 Day VWAP of Class A common stock Below $ 13.66 $ 13.66 $ 16.13 $ 18.60 $ 22.05 $ 25.01 $ 37.60 Percentage of target PSUs 0 % 25 % 50 % 100 % 150 % 200 % 300 % Earned PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control. Following is the summary of PSUs under the Company’s 2021 Plan: Number of PSUs Weighted Average Outstanding as of January 1, 2022 1,500,000 $ 1.95 Granted 1,979,500 20.29 Outstanding as of December 31, 2022 3,479,500 $ 12.38 Granted 1,538,925 21.04 Vested ( 142,500 ) 5.17 Forfeited ( 120,250 ) 14.76 Outstanding as of December 31, 2023 (1) 4,755,675 $ 15.34 (1) Includes 275,500 PSUs with a fair value of $ 5.17 , that are earned as based on the 20 day VWAP of our Class A common stock as discussed above. The Company engaged a third-party valuation firm to determine the estimated fair value of the PSUs using the Monte Carlo simulation method, which was determined as $ 21.04 per PSU issued during the year ended December 31, 2023 using the following assumptions: Year ended Dividend yield 0.0 % Volatility 55.0 % Risk free interest rate 3.6 % 2021 Employee Stock Purchase Plan (“ESPP”) The Company maintains the 2021 Employee Stock Purchase Plan, or the 2021 ESPP. The 2021 ESPP permits participants to purchase the Company’s Class A common stock through contributions up to a specified percentage of their eligible compensation. The maximum number of shares that may be purchased by a participant during any offering period is capped at 10,000 . In addition, no employee will be permitted to accrue the right to purchase shares under the Section 423 component at a rate in excess of $ 25 worth of shares during any calendar year during which such a purchase right is outstanding (based on the fair market value per share of our Class A common stock as of the first day of the offering period). The 2021 ESPP has consecutive offering periods of approximately six months in length commencing each year on December 1 and June 1 and ending on each May 31 and November 30, as applicable. During the year ended December 31, 2023, the Company issued 210,096 shares of Class A common stock related to the 2021 ESPP offering that ended on May 31, 2023 and 214,558 shares of Class A common stock related to the 2021 ESPP offering that ended on November 30, 2023. The Company determined the estimated fair value of the shares purchased under the 2021 ESPP using the Black-Scholes-Merton method. The fair value of shares for the offering that commenced on December 1, 2023 was estimated at $ 2.28 per share using the following assumptions, and expected to result in an issuance of approximately 189,480 shares of Class A common stock under this offering that will end on May 31, 2024. Year ended Dividend yield 0.0 % Risk free interest rate 5.33 % Volatility 39.6 % Unrecognized stock-based compensation The Company has $ 250,763 of unrecognized compensation expense related to its 49,698,329 unvested restricted stock and restricted stock units, 4,898,175 performance stock units, 1,936,882 unvested options and approximately 189,480 shares of Class A common stock to be issued under the 2021 ESPP. This unrecognized stock-based compensation will be recognized over a weighted average period of 1.04 years. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | NOTE 14—Stockholders’ Equity Share repurchase plan On August 3, 2022, the Company’s Board of Directors authorized a stock repurchase and withholding program of up to $ 50,000 in the aggregate for (i) repurchases of the Company’s outstanding Class A common stock through December 31, 2024 (the “2022 SRP”) and (ii) the withholding of shares as an alternative to market sales by certain executives to satisfy tax withholding requirements upon vesting of restricted stock awards (the “RSA Withholding Program"). During the year ended December 31, 2023, the Company repurchased 1,686,076 shares for a value of $ 15,421 , including shares repurchased in conjunction with tax withholdings for the executives. Out of the repurchased amount, $ 1,978 was settled by the company subsequent to December 31, 2023 and is included in other current liabilities in the consolidated balance sheet. As of December 31, 2023, approximately $ 24,986 worth of shares remained available for purchase under this discretionary plan. Conversion of Common Class B to Class A During the year ended December 31, 2023, 2,717,890 shares of Class B common stock (including restricted shares of Class B that were fully vested during the year ended December 31, 2023) were converted into shares of Class A common stock upon transfer pursuant to the terms of our amended and restated certificate of incorporation. Issuance of Class A common stock During the year ended December 31, 2023, the Company issued following Class A common stock for earnout payments related to its certain acquisitions. Number of shares issued Fair value Acramax 76,627 $ 667 Kinetic 26,502 229 Vital 57,515 500 Apptness 450,451 3,666 Total 611,095 $ 5,062 On October 11, 2023, the Company issued 40,274 shares of Class A common stock valued at $ 8.07 per share, for an aggregate value of $ 325 , to certain individuals who provided services to the Company or their designated charitable organizations. The Company did not receive any proceeds from such issuance. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Leases | NOTE 15—Leases The Company maintains leased offices in the United States of America, United Kingdom, India, Belgium and France. The balance for Right-to-use asset and lease liabilities are as follows: Operating Leases As on December 31, 2023 As on December 31, 2022 Right-to-use asset, net $ 6,603 $ 7,388 Current liabilities $ 1,789 $ 2,137 Non-Current liabilities $ 6,602 $ 7,877 Supplemental information related to operating leases is as follows: Particulars During the year ended December 31, 2023 Long term Operating lease cost $ 2,476 Other Short-term lease cost $ 256 Cash paid for amounts included in the measurement of lease liabilities $ 2,811 Right-to-use assets obtained in exchange for new operating lease liabilities $ 165 Weighted-average remaining lease term (years) — operating leases 2.4 Weighted-average discount rate — operating leases 6.5 % Minimum lease obligations - Future minimum payments under all operating leases (including leases with a duration of one year or less) as of December 31, 2023 are as follows: 2024 $ 2,660 2025 2,028 2026 1,843 2027 1,660 2028 and thereafter 1,865 Total undiscounted lease commitments $ 10,056 Less: Short term leases and interest component ( 1,665 ) Total discounted operating lease liabilities $ 8,391 |
Fair Value Disclosures
Fair Value Disclosures | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | NOTE 16—Fair Value Disclosures Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include Level 1, Level 2 and Level 3 (See Note 2). Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets; Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table represents the fair value of the financial instruments measured at fair value on a recurring basis: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 113,271 $ 113,271 Total assets measured at fair value $ 113,271 $ — $ — $ 113,271 Liabilities Acquisition-related liabilities $ 20,294 $ 20,294 Total liabilities measured at fair value $ — $ — $ 20,294 $ 20,294 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 107,354 $ — $ — $ 107,354 Total assets measured at fair value $ 107,354 $ — $ — $ 107,354 Liabilities Acquisition-related liabilities $ — $ — $ 32,675 $ 32,675 Total liabilities measured at fair value $ — $ — $ 32,675 $ 32,675 * Includes cash invested by the Company in certain money market accounts with a financial institution. The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2023 and 2022: Acquisition- Balance as of January 1, 2022 $ 22,957 Additions 7,539 Payments made during the year ( 10,811 ) Change in fair value 12,990 Balance as of December 31, 2022 $ 32,675 Additions 1,139 Payments made during the year ( 20,570 ) Change in fair value 7,050 Balance as of December 31, 2023 $ 20,294 In connection with certain business combinations, the Company may owe additional purchase consideration (contingent consideration included in the acquisition-related liabilities) based on the financial performance of the acquired entities after their acquisition. The fair value of the contingent consideration was determined using an unobservable input such as projected revenues, collections of accounts receivables. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the contingent consideration. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 17—Related Party Transactions (a) Casting Made Simple Corp. (“CMS”) is an entity owned by the Caivis Group (the Company's Chief Executive Officer owns a controlling interest in the Caivis Group) and the Chief Executive Officer’s spouse. On December 28, 2018, the Company entered into an agreement with CMS to monetize traffic generated through websites owned by CMS and give a profit share to CMS. The profit shared by the Company with CMS, amounted to $ 219 and $ 207 for the year ended December 31, 2023 and December 31, 2022, respectively, was recognized as direct cost of revenues (excluding depreciation and amortization) in the consolidated statements of operations and comprehensive loss. As of December 31, 2023 and December 31, 2022, the Company had outstanding payables of $ 43 and $ 25 , respectively, to CMS and included in the “accounts payable and accrued expenses” in the consolidated balance sheets. (b) Our Chief Financial Officer’s spouse is an executive officer at DailyPay, Inc. (“DailyPay”). On August 31, 2023, the Company entered into an agreement with DailyPay to provide certain marketing related services. During the year ended December 31, 2023, the Company generated $ 137 of revenues from DailyPay and as of December 31, 2023, the Company had outstanding receivables of $ 48 , which was included in the “accounts receivables” in the consolidated balance sheets. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 18—Income Taxes The components of loss before the provision / (benefit) for income taxes is as follows; Year ended December 31, 2023 2022 2021 Domestic operations $ ( 187,763 ) $ ( 281,895 ) $ ( 253,462 ) Foreign operations 1,319 1,165 3,301 Loss before income taxes $ ( 186,444 ) $ ( 280,730 ) $ ( 250,161 ) Current and deferred income taxes / (benefits) on loss from continuing operations are as follows; Year ended December 31, 2023 2022 Current Federal $ ( 74 ) $ ( 17 ) State and local 95 69 Foreign 994 1,170 Total current income taxes $ 1,015 $ 1,222 Deferred: Federal $ — $ ( 2,114 ) State and local — ( 736 ) Foreign 22 137 Total deferred income benefits 22 ( 2,713 ) Income tax provision/(benefit) $ 1,037 $ ( 1,491 ) Significant components of the Company’s net deferred tax assets/(liabilities) are as follows: Year ended December 31, 2023 2022 Deferred tax assets: Accounts receivable reserve $ 832 $ 403 Accrued payroll 6,088 6,802 Net operating loss carry forward 33,931 32,171 Stock-based compensation 45,696 48,010 Interest limitation carry forward 6,148 3,154 Tax credit 5,236 — Intangible assets 15,391 11,329 Capital losses — 1,187 Research and development costs 28,350 19,951 Accrued expenses and other 2,788 3,575 144,460 126,582 Less: Valuation allowance ( 129,661 ) ( 112,330 ) Deferred tax assets $ 14,799 $ 14,252 Deferred tax liabilities: Fixed assets ( 4,921 ) ( 7,135 ) Right-to-use asset ( 1,838 ) — Deferred state income tax and other ( 7,312 ) ( 6,372 ) Deferred tax liabilities: ( 14,071 ) ( 13,507 ) Net deferred tax assets $ 728 $ 745 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, as well as operating loss and tax credit carry forwards. The recognition of a valuation allowance for deferred taxes requires management to make estimates and judgments about the Company’s future profitability which is inherently uncertain. The Company assesses all available positive and negative evidence to determine if its existing deferred tax assets are realizable on a more-likely-than-not basis. In making such an assessment, the Company considered the reversal of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operating results. The ultimate realization of a deferred tax asset is dependent on the Company’s generation of sufficient taxable income within the available net operating loss carryback and/or carryforward periods to utilize the deductible temporary differences. A significant piece of objective negative evidence was the cumulative loss incurred in the U.S and certain foreign jurisdictions including Belgium and France over three-year period ended December 31, 2023. Such objective evidence limits the Company's ability to consider other subject evidence, such as the Company projections for future growth. On the basis of this evaluation, the Company continued to conclude that its U.S., Belgium and France deferred tax assets are not realizable on a more-likely-than-not basis and that a full valuation allowance is required. The amount of deferred tax asset considered realizable, however, could be adjusted if estimates of future income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for future growth. During 2023, the Company’s valuation allowance increased by $ 17,331 . The following table reconciles the changes in the valuation allowance for the years ended December 31, 2023 and 2022: Balance as of January 1, 2022 $ ( 86,210 ) Increase due to current year pre-tax loss ( 26,111 ) Others ( 9 ) Balance as of December 31, 2022 ( 112,330 ) Increase due to current year pre-tax loss ( 17,274 ) Others ( 57 ) Balance as of December 31, 2023 $ ( 129,661 ) The difference between the federal statutory rate of 21% and the Company’s effective tax rate is summarized as follows: December 31, 2023 December 31, 2022 U.S. federal statutory rate 21.0 % 21.0 % State income taxes 2.8 % 4.4 % Other permanent differences ( 0.4 )% ( 0.5 )% Global intangible low-taxed income (GILTI) — % ( 1.2 )% Non-deductible stock-based compensation ( 2.6 )% ( 2.0 )% Non-deductible officer’s compensation ( 12.8 )% ( 11.9 )% Research and development credit 2.0 % — % Change in valuation allowance ( 9.3 )% ( 9.3 )% State change in tax rate ( 0.6 )% 0.2 % Other ( 0.6 )% ( 0.2 )% Effective tax rate ( 0.5 )% 0.5 % For the year ended December 31, 2023, the income tax provision of $ 1,037 relates primarily to an income tax provision for foreign taxes. For the year ended December 31, 2022, the income tax benefit of $ 1,491 relates primarily to (i) the partial release of the Company’s U.S. valuation allowance as certain business combinations consummated during 2022 created a source of future taxable income, offset by (ii) an income tax provision for foreign taxes. As of December 31, 2023, the Company had U.S. federal net operating loss carryforwards of approximately $ 113,428 of which $ 7,211 are subject to an annual limitation pursuant to IRC Section 382. Approximately, $ 69,314 of U.S. federal net operating loss carryforwards expire in varying amounts during 2035 to 2037, if not utilized. These net operating losses are available to offset 100 % of future taxable income. The remaining $ 44,114 of U.S. federal net operating loss may be carried forward indefinitely but are only available to offset 80 % of future taxable income. In addition, the Company had state net operating losses of $ 119,896 which will expire in varying amounts during 2026 through 2043, if not utilized. The Company also had federal research tax credit carryforwards of $ 3,640 as of December 31, 2023, which expire in varying amounts during 2042 to 2043, if not utilized. The Company also had state research tax credit carryforwards of $ 1,595 as of December 31, 2023, of which $ 1,410 may be carried forward indefinitely. The remaining $ 185 will expire in varying amounts from 2029 to 2043 if not utilized. As of December 31, 2023, the Company had federal deferred interest carryforwards under IRC Section 163(j) of $ 18,107 . This deferred interest may be carried forward indefinitely but is limited to 30 % of future tax adjusted EBIT. The Company plans to continue to reinvest foreign earnings indefinitely outside the United States. If these future earnings are repatriated to the United States, or if the Company determines that such earnings will be remitted in the foreseeable future, the Company may be required to accrue applicable withholding taxes. However, it does not expect to incur any significant additional taxes related to such amounts. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: Balance as of January 1, 2022 $ 223 Increase in tax positions for current / prior periods ( 223 ) Balance as of December 31, 2022 — Increase in tax positions for current / prior periods — Balance as of December 31, 2023 $ — As of December 31, 2023 and 2022, there were no amounts accrued for interest and penalties. The Company’s accounting policy is to record both accrued interest and penalties related to income tax matters in the income tax provision in the accompanying consolidated statements of operations and comprehensive loss. The Company does not expect its unrecognized benefits to materially change over the next 12 months. The Company, or one of its subsidiaries, files its tax returns in the U.S. and certain state and foreign income tax jurisdictions with varying statutes of limitations. The earliest years’ tax returns filed by the Company that are still subject to examination by the tax authorities in the major jurisdictions are as follows. Jurisdiction Tax Year U.S 2020 Czech Republic 2020 India 2021 |
401(k) Defined Contribution Pla
401(k) Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
401(k) Defined Contribution Plan | NOTE 19—401(k) Defined Contribution Plan The Company maintains a tax-qualified 401(k) retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on a tax advantaged basis. During the years ended December 31, 2023 and 2022, the Company accrued employees’ eligible contributions according to the 401(k)-plan document which totaled to $ 1,675 and $ 1,438 , respectively. The amount of contributions related to the year ended December 31, 2023 was fully paid during 2024. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | NOTE 20—Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is computed using the two-class method, by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, outstanding stock options, warrants, to the extent dilutive. However, the unvested restricted stock, restricted stock units and performance stock units as of December 31, 2023 and 2022 of 54,454,004 and 63,586,775 , respectively, are not considered as participating securities and are anti-dilutive and as such are excluded from the weighted average number of shares used for calculating basic and diluted net loss per share. Basic and diluted net loss per share was the same for each period presented as the inclusion of all potential shares of common stock of the Company outstanding would have been anti-dilutive. The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented: Year ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 187,481 ) $ ( 279,239 ) $ ( 249,563 ) Cumulative redeemable convertible preferred stock dividends — — 7,060 Numerator for Basic and Dilutive loss per share – loss available to $ ( 187,481 ) $ ( 279,239 ) $ ( 256,623 ) Denominator: Class A common stock 140,593,656 122,455,432 61,972,951 Class B common stock 16,103,652 16,529,833 10,143,209 Series A common stock — — 11,904,161 Series B common stock — — 1,372,351 Warrants — — 1,539,519 Denominator for Basic and Dilutive loss per share – weighted-average 156,697,308 138,985,265 86,932,191 Basic loss per share $ ( 1.20 ) $ ( 2.01 ) $ ( 2.95 ) Dilutive loss per share $ ( 1.20 ) $ ( 2.01 ) $ ( 2.95 ) Since the Company was in a net loss position for all periods presented, the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Therefore net loss per share attributable to common stockholders was the same on a basic and diluted basis. Anti-dilutive weighted-average common equivalent shares were as follows: Year ended December 31, 2023 2022 2021 Options 2,065,316 1,096,894 940,653 Restricted stock and restricted stock units 56,915,993 66,224,013 70,650,049 Performance stock units 4,370,543 3,186,642 558,904 |
Other Expenses _ (Income)
Other Expenses / (Income) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Other Expenses / (Income) | NOTE 21—Other Expenses / (Income) The components of other expenses / (income) are detailed as follows: Year ended December 31, 2023 2022 2021 Change in the fair value of acquisition-related liabilities $ 7,200 $ 12,990 $ ( 1,828 ) Loss on sale of assets — — 266 Foreign currency translation loss 620 993 1,283 Total other expenses / (income) $ 7,820 $ 13,983 $ ( 279 ) |
Basis of Presentation and Sig_2
Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of consolidation: The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The accompanying consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. |
Use of Estimates | (b) Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. In these consolidated financial statements, accounts receivable, free standing and embedded financial instruments, acquired assets and liabilities (including goodwill and intangible assets) and their useful lives, website and software development costs, acquisition-related liabilities including contingent purchase price payable and holdback payable, stock-based compensation, impairment of indefinite and long-lived assets, and valuation allowance on income taxes involve reliance on management’s estimates. Estimates are based on management judgment and the best available information, as such actual results could differ from those estimates. |
Net Loss Per Share Attributable to Common Stockholders | (c) Net loss per share attributable to common stockholders: Basic net loss per share attributable to common stockholders is calculated by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, without consideration of potentially dilutive securities. The Company’s diluted net loss per common share is the same as basic net loss per common share for all periods presented, since the effect of potentially dilutive securities is anti-dilutive. Refer to Note 20 for further discussion. |
Revenue Recognition | (d) Revenue recognition: Revenues arise primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customers usage of the technology. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues. The Company determines revenue recognition through the following steps: (i) Identification of the contract, or contracts, with a customer. (ii) Identification of the performance obligations in the contract. (iii) Determination of the transaction price. (iv) Allocation of the transaction price to the performance obligations in the contract. (v) Recognition of revenue when, or as, we satisfy a performance obligation. At contract inception, the Company assesses the services promised in the contracts with customers and identifies a performance obligation for each promise to transfer to the customer a service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The transaction price is the amount of consideration that the Company is entitled to in exchange for transferring services to a customer. Certain customer contracts give rise to variable consideration, including rebates and allowances that generally decrease the transaction price and therefore reduce revenues. These variable amounts are generally credited to the customer, based on achieving certain levels of activity. Variable consideration is estimated and included in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Variable consideration is estimated based upon historical experience and known trends. Further, for the contracts having multiple performance obligations, the total transaction price for a contract is allocated amongst the various performance obligations based on their relative stand-alone selling prices. The relative standalone selling price (“SSP”) is determined based on the terms of the contract and requires judgment. Typically, the best estimate of SSP is the contractual price of each obligation. The transaction price for a contract excludes any amounts collected on behalf of third parties, in cases where the Company acts as an agent. Payment terms are typically 30 to 90 days. As such, the Company does not have any significant financing components. Generally, the Company’s contracts contain a series of separately identifiable and distinct services that represent performance obligations that are satisfied over time, revenue for such contracts is recognized using the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer. The Company also derives revenues from subscription fees for the use of its platforms. The Company recognizes the corresponding revenues over time on a ratable basis over the customer agreement term. When the Company enters into multiple contracts with a single counterparty, the Company will combine contracts and account for them as a single contract when one or more of the following criteria are met: (i) the contracts are negotiated with a single commercial objective, (ii) consideration to be paid in one contract depends on the terms of the other contract, and (iii) services promised are a single performance obligation. When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the services transferred to determine the independent nature of both the transactions. The Company presents the revenue and expense based on the fair value of the services provided or received. Principal vs. Agent In substantially all its businesses, the Company incurs third-party costs on behalf of customers, including direct costs and incidental costs. Third-party direct costs incurred in connection with the delivery of advertising or marketing services include, among others: purchased media, data, cost of physical mailers, and procurement cost of Internet Protocol Addresses (“IPs”), used in the emailing services. However, the inclusion of billings related to third-party direct costs in revenues depends on whether the Company acts as a principal or as an agent in the customer arrangement. In certain businesses the Company may act as a principal when contracting for third-party services on behalf of its customers because it controls the specified goods or services before they are transferred to the customer and the Company is responsible for providing the specified goods or services, or it is responsible for directing and integrating third-party vendors to fulfil its performance obligation at the agreed upon contractual price. In such arrangements, the Company also takes pricing risk under the terms of the customer contract. In certain media buying businesses, the Company acts as a principal when it controls the buying process for the purchase of the media and contracts directly with the media vendor. In these arrangements, it assumes the pricing risk under the terms of the customer contract. In such cases, the Company includes billable amounts related to third-party costs in the transaction price and record revenues at the gross amount billed, consistent with the manner that revenues are recognized for the underlying services contract. In certain arrangements the Company may act as an agent of the customers when contracting for third-party services on behalf of its customers because the Company does not control the specified goods or services before they are transferred to the customer. In these contracts with customers, the Company provides access to its software platform available through different pricing options to tailor to multiple customer types and customer needs. These options consist of a percentage of spend, a subscription fee or a fixed cost per impression. In such arrangements, any direct costs incurred on behalf of the customers are netted down from the revenues and revenue is recognized on net basis. Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $ 5,346 and $ 2,325 as of December 31, 2023 and 2022, respectively, and are included in the account receivables, net, in the consolidated balance sheets. Contract liabilities consists of deferred revenues that represents amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the years ended on December 31, 2023 and 2022, the Company billed and collected $ 5,243 and $ 10,572 in advance, respectively, and recognized $ 4,170 and $ 15,210 , respectively, as revenues. As of the years ended on December 31, 2023 and 2022, the deferred revenues are $ 3,301 and $ 2,228 , respectively. Practical expedients and exemptions The Company applies the optional exemptions and does not disclose: a) transaction price allocated to unsatisfied performance obligations for which variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct good or service that forms part of a single performance obligation in accordance with the series guidance; b) Further, in certain contracts, the Company utilizes the right to invoice practical expedient because the right to invoice corresponds directly with the value transferred to the customer. Significant judgments The recognition of revenues requires the Company to make judgments, estimates and assumptions that affect the reported amounts of revenues, expenses, contract assets and contract liabilities. (a) Revenues from certain contracts with customers are subject to variability due to cash incentives and credit notes, therefore, revenues are recognized but subject to the constraint on the variable consideration, i.e. only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. (b) When revenue arrangements include components of third-party goods and services, for example in transactions which involve resale, fulfillment or providing advertising impressions to the end customer, the Company evaluates whether it is a principal, and reports revenues on a gross basis, or an agent, and reports revenues on a net basis. In this assessment, it is considered if the control of the specified goods or services is obtained before they are transferred to the customer by evaluating indicators such as which party is primarily responsible for fulfilling the promise to provide the goods or services, which party has discretion in establishing price and the underlying terms and conditions between the parties to the transaction. (c) Contracts with customers may include multiple services. Determining whether those services are distinct from each other, and therefore performance obligations to be accounted for separately, or not distinct from each other, and therefore part of a single performance obligation, may require significant judgment. (d) Contracts with the Company’s vendors that involve both the purchase and sale of services with a single counterparty. Assessing each contract to determine if the revenue and expense should be presented gross or net, may require significant judgement. (e) Determining the standalone selling price for various performance obligations in the customer contracts requires significant judgement. Remaining Performance Obligations Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors. As of December 31, 2023, the Company's remaining performance obligations for the next twelve months and thereafter were approximately $ 98,400 and $ 116,200 , respectively. Disaggregation of revenues from contract with customers The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it Direct Platform Revenue. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenue. The following table summarizes disaggregation for the years ended December 31, 2023, December 31, 2022 and December 31, 2021: Year ended December 31, 2023 2022 2021 Direct Platform Revenue 72 % 77 % 76 % Integrated Platform Revenue 28 % 23 % 24 % Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets. |
Operating Expenses | (e) Operating expenses: Operating expenses including cost of revenues (excluding depreciation and amortization), general and administrative expenses, selling and marketing expenses and research and development expenses, are recognized as these costs are incurred. Depreciation and amortization: The Company records depreciation and amortization using a straight-line method over the estimated useful life of the assets. Acquisition-related expenses: Acquisition-related costs primarily consist of legal fees associated with certain business combinations. Restructuring expenses: Restructuring costs consists primarily of employee termination costs due to internal restructuring. The Company recognizes these costs as they are incurred. There are no incomplete restructuring plans as of December 31, 2023 and 2022. |
Cash, Cash Equivalents and Restricted Cash | (f) Cash, cash equivalents and restricted cash: Highly liquid investments with an original maturity of three months or less when purchased are considered to be cash equivalents. The Company maintains cash balances with banks which at times may be in excess of Federal Deposit Insurance Corporation ("FDIC") insurance limits. As of December 31, 2023 and 2022, approximately 0.4 % and 0.9 % of cash and cash equivalents, respectively, was held in accounts outside the United States and not protected by FDIC insurance. As of December 31, 2023 and 2022, the Company did no t have any amounts in restricted cash. |
Accounts Receivable and Allowance for Doubtful Accounts | (g) Accounts receivable and allowance for doubtful accounts: Accounts receivable are carried at original invoice amount less an allowance for doubtful accounts. Allowances for doubtful accounts are established through an evaluation of accounts receivable aging and prior collection experience to estimate the ultimate collectability of receivables. Management considers the following factors when determining the collectability of specific customer accounts: past transaction history with the customers, current economic industry trends, and changes in customer payment terms. If the financial conditions of the Company’s customers were to deteriorate, adversely affecting their ability to make payments, additional allowances would be required. Past due balances over 90 days and over a specified amount are reviewed individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company does not have any off-balance-sheet credit exposure related to its customers. The following table reconciles the changes in the allowance for doubtful accounts for the years ended December 31, 2023 and 2022: Balance as of January 1, 2022 $ 1,295 Bad debt expense 650 Write offs ( 63 ) Balance as of December 31, 2022 $ 1,882 Bad debt expense 2,272 Write offs ( 590 ) Balance as of December 31, 2023 $ 3,564 Accounts receivable includes unbilled accounts receivable which represent revenues on contracts to be billed, in subsequent periods, as per the terms of the related contracts. As of December 31, 2023, and 2022, the Company had $ 5,346 and $ 2,325 of unbilled accounts receivable, respectively. |
Property and Equipment, Net | (h) Property and equipment, net: Property and equipment are carried at cost less accumulated depreciation. Expenditures for maintenance and repairs are expensed when incurred, while renewals and betterments that materially extend the life of an asset are capitalized. The cost of assets sold, retired, or otherwise disposed of, and the related accumulated depreciation, are eliminated from the accounts, and any resulting gain or loss is recognized. Depreciation is computed using the straight-line method over the estimated useful lives of assets, which are as follows: Estimated Useful Life Computer equipment 3 - 6 Office equipment and furniture 5 - 7 Purchased software 3 - 5 Leasehold improvements Shorter of useful life and The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. The factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the property and equipment are used, and the effects of obsolescence, demand, competition and other economic factors. Based on this assessment, no impairment for assets held and used was recorded for the years ended December 31, 2023 and 2022. |
Website and Software Development Costs, Net | (i) Website and software development costs, net: The Company capitalizes the cost of internally developed software that has a useful life in excess of one year. These costs consist of the salaries, bonuses, stock-based compensation and other employee benefits costs of employees working on such software development. Capitalization begins during the application development stage, following completion of the preliminary project stage. If a project constitutes an enhancement to previously developed software, it is assessed whether the enhancement creates additional functionality to the software, thus qualifying the work incurred for capitalization. Once the project is available for general release, capitalization ceases, and the Company estimates the useful life of the asset and begins amortization using the straight-line method. The estimated useful life of the Company’s website and software development costs is three years. The Company annually assesses whether triggering events are present to review developed software for impairment. Based on this assessment, there was no event during the year ended December 31, 2023 that required the Company to perform such impairment analysis. |
Intangible Assets, Net | (j) Intangible assets, net: Intangible assets are recorded at cost less accumulated amortization. Cost of intangible assets acquired through business combinations represents their fair market value at the date of acquisition. Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets, which are as follows: Estimated Useful Life Tradenames 4 - 5 Data supply relationships 2 - 5 Completed technologies 3 - 10 Customer relationships 3 - 12 The Company purchases and licenses data content from multiple data providers to develop the proprietary databases of information for client use. This data content sometime consists of consumer information like name, address, phone numbers, zip codes, gender, age group, etc. and it may also consist of business information industry, sales volume, physical address, financial information, credit score, etc. License agreement terms vary by vendor. In some instances, the Company retains perpetual rights to this information after the contract ends; in other instances, the information and data are licensed only during the fixed term of the agreement. Additionally, certain data license agreements provide for uneven payment amounts throughout the life of the contract term. The Company capitalizes the intangible assets as the data contents are received from the third parties, as it expects those assets to provide future economic benefit via the generation of Company’s revenue and margins. These intangibles assets are amortized on a straight-line basis over the estimated useful life of the data asset. The Company evaluates data content contracts for potential capitalization at the inception of the arrangement as well as each time periodic payments to third parties are made. The amortization period for the capitalized purchased content is based on the Company’s best estimate of the useful life of the asset, which ranges from two to five years . The determination of the useful life includes consideration of a variety of factors including, but not limited to, assessment of the expected use of the asset and contractual provisions that may limit the useful life, as well as an assessment of when the data is expected to become obsolete based on the Company’s estimates of the diminishing value of the data over time. Under certain other data agreements, the underlying data is obtained on a subscription basis with consistent monthly recurring payment terms over the contractual period. Upon the expiration of such arrangements, the Company no longer has the right to access the related data, and therefore, the costs incurred under such contracts are not capitalized and are expensed as payments are made. The Company will immediately lose rights to data under these arrangements if it cancels the subscription and/or cease making payments under the subscription arrangements. The Company reviews the carrying value of its definite-lived intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If these future undiscounted cash flows are less than the carrying value of the asset, then the carrying amount of the asset is written down to its fair value, based on the related estimated discounted future cash flows. Factors considered by management in performing this assessment include current operating results, trends and prospects, the manner in which the intangible assets are used, and the effects of obsolescence, demand, competition and other economic factors. For the year ended December 31, 2023 and 2022, no such events and circumstances were noticed that would trigger such assessment and therefore no impairment was recorded. |
Goodwill | (k) Goodwill: Goodwill represents the excess of the purchase price in a business combination over the fair value of net assets acquired. Goodwill is not amortized but rather tested for impairment at least annually or more often if and when circumstances indicate that goodwill may not be recoverable. The Company performs an annual goodwill impairment test on October 1 of every year at a reporting unit level based on the financial statements as of September 30. A reporting unit is an operating segment or one level below an operating segment (referred to as a component) to which goodwill is assigned when initially recorded. As of December 31, 2023, the Company has four reporting units. The Company assesses qualitative factors to determine whether it is necessary to perform a more detailed quantitative impairment test for goodwill and other indefinite-lived intangible assets. It may also elect to bypass the qualitative assessment and proceed directly to the quantitative test for any reporting units. Qualitative factors that are considered as part of this assessment include a change in the Company’s equity valuation and its implied impact on reporting unit fair value, a change in its weighted average cost of capital, industry and market conditions, macroeconomic conditions, trends in product costs and financial performance of the businesses. For the quantitative test, the Company generally uses a discounted cash flow method to estimate fair value. The discounted cash flow method is based on the present value of projected cash flows. Assumptions used in these cash flow projections are generally consistent with the Company’s internal forecasts. The estimated cash flows are discounted using a rate that represents its weighted average cost of capital. The weighted average cost of capital is based on a number of variables, including the equity-risk premium and risk-free interest rate. If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of the goodwill. For the years ended December 31, 2023 and 2022 annual goodwill impairment test, the Company elected to bypass the qualitative assessment for its four reporting units and proceeded directly to the quantitative impairment test using a discounted cash flow method to estimate the fair value of the reporting units. As a result of this assessment, it was concluded that there was no impairment loss because the fair value of the reporting units significantly exceeded their respective carrying value as of each of the dates. Specifically, for the year ended December 31, 2023, the difference between the fair value and the book value of the reporting units was in the range of $ 51,770 -$ 785,079 . |
Income Taxes | (l) Income taxes: The Company accounts for income taxes in accordance with ASC 740, Income Taxes, which requires an asset and liability approach for the financial accounting and reporting of income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the Consolidated Statements of Operations and Comprehensive Loss in the period that includes the enactment date. A valuation allowance is established when management determines that it is more likely than not that some portion or all of the deferred tax assets will not be realized. Income taxes are more fully discussed in Note 18. From time to time, the Company engages in transactions in which the tax consequences may be subject to uncertainty. Significant judgment is required in assessing and estimating the tax consequences of these transactions including determining the Company’s uncertain tax position. The Company recognizes tax benefits from uncertain tax positions only if it believes that it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. Although the Company believes that it has adequately reserved for its uncertain tax positions, it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company’s policy is to recognize, when applicable, interest and penalties on uncertain tax positions as part of income tax expense. The Company’s policy is to account for income taxes for global intangible low taxed income (“GILTI”) as a period cost when incurred. |
Foreign Currency Translations | (m) Foreign currency translations: The Company operates in multiple countries through its legal entities and it performs the functional currency assessment for these entities periodically to determine whether the respective local country currency or United States Dollars ("USD") is their functional currency. Once this determination is made, transactions in foreign currencies are initially recorded into functional currency at the rates of exchange prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are remeasured into functional currency at the rates of exchange prevailing at the balance sheet date. Non-monetary assets and liabilities are remeasured to the functional currency at exchange rates that prevailed on the date of inception of the transaction. All foreign exchange gains and losses arising on re-measurement are recorded in the Company’s consolidated statement of operations and comprehensive loss . The assets and liabilities of the subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars, the reporting currency, at the rate of exchange prevailing on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the exchange rates prevailing on the last business day of each month, which approximates the average monthly exchange rate. Share capital and other equity items are translated at exchange rates that prevailed on the date of inception of the transaction. Resulting translation adjustments are included in “Accumulated other comprehensive loss” in the consolidated balance sheets. |
Financial Instruments | (n) Financial instruments: The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, warrants and derivative liabilities, acquisition-related liabilities, which are primarily denominated in U.S. dollars. The carrying amounts of some of these instruments approximate their fair values principally due to the short-term nature of these items. The Company uses a third-party valuation firm to determine the fair value of warrants and derivative and acquisition related liabilities periodically and such valuations are calculated using a variety of methods including market multiples, comparable market transactions and discounted cash flows. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest rate, currency or credit risk arising from these financial instruments. With respect to accounts receivable, the Company is exposed to credit risk arising from the potential for counterparties to default on their contractual obligations to the Company. The Company generally does not require collateral to support accounts receivable. The Company establishes an allowance for doubtful accounts that corresponds with the specific credit risk of its customers, historical trends, and economic circumstances. Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework which prioritizes and ranks the level of observability of inputs used in measuring fair value. These tiers include: Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets; Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. See Note 16 for additional information regarding fair value. |
Redeemable Convertible Preferred Stock | (o) Redeemable convertible preferred stock: The redeemable convertible preferred stock as of December 31, 2020 were converted into Class A common stock upon the IPO and as such there were no such redeemable convertible preferred stock as of December 31, 2023 and 2022. |
Warrants and Derivative Liability | (p) Warrants and derivative liabilities: When warrants or similar instruments are issued, the Company applies the guidance in ASC Topic 815 to determine if the warrants should be classified as equity instruments or as derivative instruments. Generally, warrants that are indexed to the Company’s own stock would be classified as equity instruments and are not classified as derivative instruments under this guidance. A key element to consider in determining if a warrant would be considered indexed to the Company’s own stock is if the warrants settlement amount is equal to the difference between the fair value of a fixed number of equity shares and a fixed monetary amount. This criterion is sometimes known as the “fixed-for fixed” criteria. In cases where the fixed for fixed criteria are not met, the warrants are classified as derivative instruments. When the Company enters into transactions, that include certain features that qualify to be embedded derivatives in accordance with ASC Topic 815, applicable GAAP requires the Company to bifurcate such features from their host instruments and account for them as free- standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under other GAAP with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. During the year ended December 31, 2022, the Company entered into certain transactions that included features that qualified to be embedded derivatives. However, as of December 31, 2023 and 2022, there were no such open transactions and the effect of the changes in the fair value of embedded derivative from the initial recording date through the date of settlement was recorded in the consolidated statements of operations and comprehensive loss. |
Stock-based Compensation and Other Stock-based Payments | (q) Stock-based compensation and other stock-based payments: The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, performance stock units (“PSUs”), and stock options granted to the employees, consultants or advisors and non-employee directors, as well as shares purchased under our ESPP, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. The Company accounts for the modification to already issued awards as per guidance in ASC 718-20-35-3 (Refer to "Note 13. Stock-Based Compensation"). The Company accounts for all stock-based payments awards using fair value-based method. The fair value of each stock option granted to employees is estimated on the date of the grant using the Black-Scholes-Merton option pricing model, and the related stock-based compensation is recognized over the vesting term of the option. The fair value of the restricted shares granted prior to IPO was determined using the Monte-Carlo simulation method and for the restricted shares granted post-IPO is based on the Company’s closing stock price as of the day prior to the date of the grants. The Company accounts for its PSU awards based on the fair value determined using the Monte Carlo simulation method and for shares purchased under its ESPP using the Black-Scholes-Merton model, by a third-party valuation firm engaged by the Company. The Company accounts for the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation related to restricted stock awards and straight-line over the term method for all the other awards. |
Segments | (r) Segments: The Company operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required financial segment information can be found in the consolidated financial statements. Revenues and long-lived assets by geographical region are based on the physical location of the customers being served or the assets are as follows: Revenues by geographical region consisted of the following: Year ended December 31, 2023 2022 2021 US $ 700,060 $ 566,694 $ 428,941 International 28,663 24,267 29,397 Total revenues $ 728,723 $ 590,961 $ 458,338 Total long-lived assets (including right-to-use asset) by geographical region consisted of the following: Year ended December 21, 2023 2022 US $ 44,039 $ 47,858 International 2,140 2,224 Total long-lived assets $ 46,179 $ 50,082 |
Operating Leases | (s) Operating leases: On January 1, 2022 , the Company adopted ASC 842, Leases, and recognized right to use assets and operating lease liabilities in its consolidated balance sheets. The Company holds an emerging growth company status for fiscal year 2022, therefore it elected the option to present the impact of adoption within the annual financial statements for the year ended December 31, 2022 and interim statements thereafter. The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. A contract is or contains a lease when, (1) the contract contains an identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. Right-to-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. As the rate implicit for each of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. Right-of-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense is a combination of interest on lease liability and amortization of Right-of-use assets. Operating lease expenses are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. Refer to Note 15 - Leases for additional information. |
New Accounting Pronouncements Recently adopted | New accounting pronouncements Recently adopted: In October 2021, the FASB released Accounting Standards Updates ("ASU") No. 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, however early adoption is permitted. The guidance is applicable and as such adopted by the Company beginning from January 1, 2023 . The adoption of ASU 2021-08 did not have any material impact on the Company's audited consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” ASU No. 2016-13 will require entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model will affect how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the Company adopted the new guidance for the annual reporting period beginning January 1, 2023 and interim periods within that reporting period. The standard applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted . The adoption of new ASU did not have any material impact on the Company's audited consolidated financial statements. |
New Accounting Pronouncements Not yet adopted | Not yet adopted: In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures". ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Early adoption is permitted. A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”). ASU 2023-07 requires disclosure of significant segment expenses regularly presented to the Chief Operating Decision Maker ("CODM") and incorporated into each reported segment profit or loss measure. Entities are required to provide both the amount and a detailed description of the composition of other segment items to reconcile them with the segment profit or loss. Furthermore, organizations must disclose the title and position of their CODM. ASU 2023-07 will be effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted and the amendments in this update are required to be applied on a retrospective basis. The Company is currently evaluating the impact of incorporating ASU 2023-07 guidance on its consolidated financial statements. |
Basis of Presentation and Sig_3
Basis of Presentation and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Disaggregation of Revenue | The following table summarizes disaggregation for the years ended December 31, 2023, December 31, 2022 and December 31, 2021: Year ended December 31, 2023 2022 2021 Direct Platform Revenue 72 % 77 % 76 % Integrated Platform Revenue 28 % 23 % 24 % |
Schedule of Changes in the Allowance for Doubtful Accounts | The following table reconciles the changes in the allowance for doubtful accounts for the years ended December 31, 2023 and 2022: Balance as of January 1, 2022 $ 1,295 Bad debt expense 650 Write offs ( 63 ) Balance as of December 31, 2022 $ 1,882 Bad debt expense 2,272 Write offs ( 590 ) Balance as of December 31, 2023 $ 3,564 |
Schedule of Weighted Average Useful Lives of Intangible Assets | Depreciation is computed using the straight-line method over the estimated useful lives of assets, which are as follows: Estimated Useful Life Computer equipment 3 - 6 Office equipment and furniture 5 - 7 Purchased software 3 - 5 Leasehold improvements Shorter of useful life and |
Disclosure of Useful Lives of Finite Lived Intangible Assets | Amortization is calculated using the straight-line method which is consistent with the realization of cash flows over the weighted average useful lives of the intangible assets, which are as follows: Estimated Useful Life Tradenames 4 - 5 Data supply relationships 2 - 5 Completed technologies 3 - 10 Customer relationships 3 - 12 |
Schedule of Revenues and Long-Lived Assets by Geographic Region are Based on the Physical Location of the Customers Being Served or the Assets | Revenues by geographical region consisted of the following: Year ended December 31, 2023 2022 2021 US $ 700,060 $ 566,694 $ 428,941 International 28,663 24,267 29,397 Total revenues $ 728,723 $ 590,961 $ 458,338 Total long-lived assets (including right-to-use asset) by geographical region consisted of the following: Year ended December 21, 2023 2022 US $ 44,039 $ 47,858 International 2,140 2,224 Total long-lived assets $ 46,179 $ 50,082 |
Property and Equipment, Net (T
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net and Related Accumulated Depreciation | The details of property and equipment, net and related accumulated depreciation, are set forth below: December 31, 2023 December 31, 2022 Computer equipment and purchased software $ 25,553 $ 21,955 Office equipment and furniture 1,170 1,639 Leasehold improvements 2,409 2,306 Property and equipment – gross 29,132 25,900 Less: Accumulated depreciation ( 21,680 ) ( 19,919 ) Property and equipment, net $ 7,452 $ 5,981 |
Website and Software Developm_2
Website and Software Development Costs, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Capitalized Computer Software, Net [Abstract] | |
Summary of Website and Software Development Costs | The details of website and software development costs, net and the related accumulated amortization are set forth below: December 31, 2023 December 31, 2022 Website and software development costs $ 114,931 $ 154,015 Less: Accumulated amortization ( 82,807 ) ( 117,302 ) Website and software development costs, net $ 32,124 $ 36,713 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets and Related Accumulated Amortization | The details of intangible assets and related accumulated amortization are set forth below: December 31, 2023 December 31, 2022 Gross Accumulated Net Gross Accumulated Net Data supply relationships $ 43,484 $ 20,350 $ 23,134 $ 25,314 $ 8,242 $ 17,072 Tradenames 2,720 2,706 14 2,720 2,650 70 Completed technologies 34,932 26,164 8,768 28,792 22,320 6,472 Customer relationships 74,453 57,588 16,865 71,099 50,355 20,744 Total intangible assets $ 155,589 $ 106,808 $ 48,781 $ 127,925 $ 83,567 $ 44,358 |
Summary of Total Estimated Future Amortization Expense | Based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization over the next five years and beyond are as follows: Year ending December 31, 2024 $ 21,739 2025 15,738 2026 7,280 2027 2,542 2028 1,482 2029 and thereafter — Total $ 48,781 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill Disclosure [Abstract] | |
Summary of Goodwill | The following is a summary of the carrying amount of goodwill: Balance as of January 1, 2022 $ 114,509 Acquisition of ArcaMax 18,588 Foreign currency translation ( 28 ) Balance as of December 31, 2022 $ 133,069 Acquisition of WhatCounts 7,824 Foreign currency translation 12 Balance as of December 31, 2023 $ 140,905 |
Acquisition Related Liabiliti_2
Acquisition Related Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Acquisition Related Liabilities [Abstract] | |
Schedule of Acquisition Related Liabilities | The following is a summary of acquisition-related liabilities: eBay Sizmek IgnitionOne Kinetic Vital Apptness ArcaMax WhatCounts Total Balance as of January 1, 2022 $ 8,000 $ 1,927 $ 1,360 $ 24 $ 2,840 $ 8,806 $ — $ — $ 22,957 Additions — — — — — — 7,539 — 7,539 Payments made during the year — ( 2,168 ) — ( 205 ) ( 1,105 ) ( 7,333 ) — — ( 10,811 ) Change in fair value of earn-out — 241 — 1,073 565 8,828 2,283 — 12,990 Balance as of December 31, 2022 $ 8,000 $ — $ 1,360 $ 892 $ 2,300 $ 10,301 $ 9,822 $ — $ 32,675 Additions — — — — — — — 1,139 1,139 Payments made during the year ( 4,225 ) — ( 1,116 ) ( 638 ) ( 1,495 ) ( 8,783 ) ( 4,313 ) — ( 20,570 ) Change in fair value of earn-out 450 — ( 244 ) ( 9 ) 195 4,341 827 1,490 7,050 Balance as of December 31, 2023 $ 4,225 $ — $ — $ 245 $ 1,000 $ 5,859 $ 6,336 $ 2,629 $ 20,294 |
Accrued expenses - (Tables)
Accrued expenses - (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Summary of Accrued Expenses | The details of accrued expenses are set forth below: December 31, 2023 December 31, 2022 Accrued expenses $ 43,071 $ 31,267 Payroll related liabilities 41,712 40,338 Others 672 759 Accrued expenses $ 85,455 $ 72,364 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Line of Credit Facility [Abstract] | |
Schedule Of Long-Term Borrowings | The Company’s long-term borrowings are as follows: December 31, 2023 December 31, 2022 Credit facility $ 185,000 $ 185,000 Less: Unamortized deferred financing cost ( 853 ) ( 1,047 ) Long-term borrowings $ 184,147 $ 183,953 |
Summary of Maturities of Long-term Debt | As of December 31, 2023, the repayment schedule for the long-term borrowings was as follows: Year ended December 31, 2024 $ 11,250 2025 16,875 2026 156,875 Total* $ 185,000 * Includes $ 11,250 repayable against the term loan facility within the twelve-month period ending December 31, 2024. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2023. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Long-term Purchase Commitment | The Company entered into non-cancelable vendor agreements to purchase services. As of December 31, 2023, the Company was party to outstanding purchase contracts as follows: Year ended December 31, 2024 $ 30,401 2025 12,892 2026 4,567 2027 620 2028 — 2029 and thereafter — Total $ 48,480 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company | Following is the activity of restricted stock and restricted stock units granted by the Company: Shares Weighted-Average Non-vested as of January 1, 2022 65,208,870 $ 10.86 Granted 9,267,655 9.45 Vested ( 12,964,063 ) 10.55 Forfeited ( 1,405,187 ) 10.41 Non-vested as of December 31, 2022 60,107,275 $ 10.72 Granted (1) 11,718,672 9.15 Vested ( 20,857,865 ) 10.37 Forfeited (2) ( 1,269,753 ) 9.02 Non-vested as of December 31, 2023 (3) 49,698,329 $ 10.54 (1) During the year ended December 31, 2023, the Company granted 11,467,755 restricted stock and 250,917 restricted stock units to its employees, advisors and non-employee directors. (2) During the year ended December 31, 2023, 1,241,675 restricted stock and 28,078 restricted stock units were forfeited. (3) Includes 37,641,861 unvested Class A restricted stock, 11,169,137 unvested Class B restricted stock and 887,331 unvested restricted stock units as of December 31, 2023. |
Summary of Transaction under the Company Stock Option Plan | Following is the summary of transactions under the Company’s stock option plan: Number of Weighted Weighted Aggregate Outstanding options as of January 1, 2022 887,662 $ 3.53 4.19 $ 5.28 Granted 575,250 10.82 Exercised ( 315,430 ) 0.63 Forfeited ( 30,990 ) 10.83 Outstanding options as of December 31, 2022 1,116,492 $ 7.90 6.67 $ 0.59 Granted 1,714,555 8.63 Exercised ( 63,500 ) 3.79 Forfeited ( 147,610 ) 7.65 Outstanding options as of December 31, 2023 2,619,937 $ 8.49 4.97 $ 0.57 |
Summary of Share-based Compensation Arrangements by Share-based Payment Award | 20 Day VWAP of Class A common stock Below $ 13.66 $ 13.66 $ 16.13 $ 18.60 $ 22.05 $ 25.01 $ 37.60 Percentage of target PSUs 0 % 25 % 50 % 100 % 150 % 200 % 300 % |
Summary of Performance Stock Unit Award Activity | Following is the summary of PSUs under the Company’s 2021 Plan: Number of PSUs Weighted Average Outstanding as of January 1, 2022 1,500,000 $ 1.95 Granted 1,979,500 20.29 Outstanding as of December 31, 2022 3,479,500 $ 12.38 Granted 1,538,925 21.04 Vested ( 142,500 ) 5.17 Forfeited ( 120,250 ) 14.76 Outstanding as of December 31, 2023 (1) 4,755,675 $ 15.34 (1) Includes 275,500 PSUs with a fair value of $ 5.17 , that are earned as based on the 20 day VWAP of our Class A common stock as discussed above. |
Schedule of Share-based Payment Award, Employee Stock Purchase Plan, Valuation Assumptions | Year ended Dividend yield 0.0 % Risk free interest rate 5.33 % Volatility 39.6 % |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share Based Compensation Stock Options Valuation Assumptions | Year ended Dividend yield 0.0 % Volatility 51.0 % Risk free rate of interest 3.6 % |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Share Based Compensation Performance Shares Award Valuation Assumptions | Year ended Dividend yield 0.0 % Volatility 55.0 % Risk free interest rate 3.6 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Summary of Issue of Class A Common Stock for Earnout Payments Related to its Certain Acquisitions | During the year ended December 31, 2023, the Company issued following Class A common stock for earnout payments related to its certain acquisitions. Number of shares issued Fair value Acramax 76,627 $ 667 Kinetic 26,502 229 Vital 57,515 500 Apptness 450,451 3,666 Total 611,095 $ 5,062 |
Leases (Tables)
Leases (Tables) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Leases [Abstract] | ||
Summary of Right-of-Use Asset and Lease Liabilities | Right-to-use asset and lease liabilities are as follows: Operating Leases As on December 31, 2023 As on December 31, 2022 Right-to-use asset, net $ 6,603 $ 7,388 Current liabilities $ 1,789 $ 2,137 Non-Current liabilities $ 6,602 $ 7,877 | |
Schedule of Supplemental Information Related to Operating Leases | Supplemental information related to operating leases is as follows: Particulars During the year ended December 31, 2023 Long term Operating lease cost $ 2,476 Other Short-term lease cost $ 256 Cash paid for amounts included in the measurement of lease liabilities $ 2,811 Right-to-use assets obtained in exchange for new operating lease liabilities $ 165 Weighted-average remaining lease term (years) — operating leases 2.4 Weighted-average discount rate — operating leases 6.5 % | |
Summary of Future Minimum Payments Under Operating Leases | Minimum lease obligations - Future minimum payments under all operating leases (including leases with a duration of one year or less) as of December 31, 2023 are as follows: 2024 $ 2,660 2025 2,028 2026 1,843 2027 1,660 2028 and thereafter 1,865 Total undiscounted lease commitments $ 10,056 Less: Short term leases and interest component ( 1,665 ) Total discounted operating lease liabilities $ 8,391 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Instruments Measured At Fair Value On a Recurring Basis | The following table represents the fair value of the financial instruments measured at fair value on a recurring basis: As of December 31, 2023 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 113,271 $ 113,271 Total assets measured at fair value $ 113,271 $ — $ — $ 113,271 Liabilities Acquisition-related liabilities $ 20,294 $ 20,294 Total liabilities measured at fair value $ — $ — $ 20,294 $ 20,294 As of December 31, 2022 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 107,354 $ — $ — $ 107,354 Total assets measured at fair value $ 107,354 $ — $ — $ 107,354 Liabilities Acquisition-related liabilities $ — $ — $ 32,675 $ 32,675 Total liabilities measured at fair value $ — $ — $ 32,675 $ 32,675 |
Summary of Reconciliations of Changes In The Fair Value of The Liabilities | Acquisition- Balance as of January 1, 2022 $ 22,957 Additions 7,539 Payments made during the year ( 10,811 ) Change in fair value 12,990 Balance as of December 31, 2022 $ 32,675 Additions 1,139 Payments made during the year ( 20,570 ) Change in fair value 7,050 Balance as of December 31, 2023 $ 20,294 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign | The components of loss before the provision / (benefit) for income taxes is as follows; Year ended December 31, 2023 2022 2021 Domestic operations $ ( 187,763 ) $ ( 281,895 ) $ ( 253,462 ) Foreign operations 1,319 1,165 3,301 Loss before income taxes $ ( 186,444 ) $ ( 280,730 ) $ ( 250,161 ) |
Schedule of Components of Income Tax Expense (Benefit) | Current and deferred income taxes / (benefits) on loss from continuing operations are as follows; Year ended December 31, 2023 2022 Current Federal $ ( 74 ) $ ( 17 ) State and local 95 69 Foreign 994 1,170 Total current income taxes $ 1,015 $ 1,222 Deferred: Federal $ — $ ( 2,114 ) State and local — ( 736 ) Foreign 22 137 Total deferred income benefits 22 ( 2,713 ) Income tax provision/(benefit) $ 1,037 $ ( 1,491 ) |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s net deferred tax assets/(liabilities) are as follows: Year ended December 31, 2023 2022 Deferred tax assets: Accounts receivable reserve $ 832 $ 403 Accrued payroll 6,088 6,802 Net operating loss carry forward 33,931 32,171 Stock-based compensation 45,696 48,010 Interest limitation carry forward 6,148 3,154 Tax credit 5,236 — Intangible assets 15,391 11,329 Capital losses — 1,187 Research and development costs 28,350 19,951 Accrued expenses and other 2,788 3,575 144,460 126,582 Less: Valuation allowance ( 129,661 ) ( 112,330 ) Deferred tax assets $ 14,799 $ 14,252 Deferred tax liabilities: Fixed assets ( 4,921 ) ( 7,135 ) Right-to-use asset ( 1,838 ) — Deferred state income tax and other ( 7,312 ) ( 6,372 ) Deferred tax liabilities: ( 14,071 ) ( 13,507 ) Net deferred tax assets $ 728 $ 745 |
Summary of Valuation Allowance | The following table reconciles the changes in the valuation allowance for the years ended December 31, 2023 and 2022: Balance as of January 1, 2022 $ ( 86,210 ) Increase due to current year pre-tax loss ( 26,111 ) Others ( 9 ) Balance as of December 31, 2022 ( 112,330 ) Increase due to current year pre-tax loss ( 17,274 ) Others ( 57 ) Balance as of December 31, 2023 $ ( 129,661 ) |
Schedule of Effective Income Tax Rate Reconciliation | The difference between the federal statutory rate of 21% and the Company’s effective tax rate is summarized as follows: December 31, 2023 December 31, 2022 U.S. federal statutory rate 21.0 % 21.0 % State income taxes 2.8 % 4.4 % Other permanent differences ( 0.4 )% ( 0.5 )% Global intangible low-taxed income (GILTI) — % ( 1.2 )% Non-deductible stock-based compensation ( 2.6 )% ( 2.0 )% Non-deductible officer’s compensation ( 12.8 )% ( 11.9 )% Research and development credit 2.0 % — % Change in valuation allowance ( 9.3 )% ( 9.3 )% State change in tax rate ( 0.6 )% 0.2 % Other ( 0.6 )% ( 0.2 )% Effective tax rate ( 0.5 )% 0.5 % |
Summary of Income Tax Contingencies | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: Balance as of January 1, 2022 $ 223 Increase in tax positions for current / prior periods ( 223 ) Balance as of December 31, 2022 — Increase in tax positions for current / prior periods — Balance as of December 31, 2023 $ — |
Income Tax Years Subject To Examination | Jurisdiction Tax Year U.S 2020 Czech Republic 2020 India 2021 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Summary of basic and diluted net loss per share | The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented: Year ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 187,481 ) $ ( 279,239 ) $ ( 249,563 ) Cumulative redeemable convertible preferred stock dividends — — 7,060 Numerator for Basic and Dilutive loss per share – loss available to $ ( 187,481 ) $ ( 279,239 ) $ ( 256,623 ) Denominator: Class A common stock 140,593,656 122,455,432 61,972,951 Class B common stock 16,103,652 16,529,833 10,143,209 Series A common stock — — 11,904,161 Series B common stock — — 1,372,351 Warrants — — 1,539,519 Denominator for Basic and Dilutive loss per share – weighted-average 156,697,308 138,985,265 86,932,191 Basic loss per share $ ( 1.20 ) $ ( 2.01 ) $ ( 2.95 ) Dilutive loss per share $ ( 1.20 ) $ ( 2.01 ) $ ( 2.95 ) |
Schedule of Anti-Dilutive Common Equivalent Shares | Anti-dilutive weighted-average common equivalent shares were as follows: Year ended December 31, 2023 2022 2021 Options 2,065,316 1,096,894 940,653 Restricted stock and restricted stock units 56,915,993 66,224,013 70,650,049 Performance stock units 4,370,543 3,186,642 558,904 |
Other Expenses _ (Income) (Tabl
Other Expenses / (Income) (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Operating Cost and Expense | The components of other expenses / (income) are detailed as follows: Year ended December 31, 2023 2022 2021 Change in the fair value of acquisition-related liabilities $ 7,200 $ 12,990 $ ( 1,828 ) Loss on sale of assets — — 266 Foreign currency translation loss 620 993 1,283 Total other expenses / (income) $ 7,820 $ 13,983 $ ( 279 ) |
Organization and Background - A
Organization and Background - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Oct. 11, 2023 | Jun. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | |||||
Proceeds from initial public offering | $ 126,538 | ||||
Other offering costs and reimbursements | $ 6,200 | ||||
Preferred stock, shares authorized | 200,000,000 | ||||
Preferred stock par value | $ 0.001 | ||||
Common Class A [Member] | |||||
Product Information [Line Items] | |||||
Sale of stock issue price per share | $ 8.07 | ||||
Common stock, shares authorized | 3,750,000,000 | 3,750,000,000 | 3,750,000,000 | ||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares outstanding | 152,270,401 | 188,631,432 | 175,266,917 | ||
Stock issued during period, shares conversion of units | 73,813,713 | ||||
Share issued in exercise of warrants | 8,360,331 | ||||
Shares issued in connection with an agreement (in shares) | 40,274 | ||||
Common Class A [Member] | Co-Founder and Chief Executive Officer [Member] | |||||
Product Information [Line Items] | |||||
Shares issued in connection with an agreement (in shares) | 39,463,787 | ||||
Common Class B [Member] | |||||
Product Information [Line Items] | |||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | ||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | ||
Common stock, shares outstanding | 37,856,095 | 29,055,489 | 32,099,302 | ||
Shares repurchased (in shares) | 2,307,692 | ||||
Convertible Preferred Stock [Member] | |||||
Product Information [Line Items] | |||||
Preferred stock, shares outstanding | 39,223,194 | ||||
Series A Common Stock [Member] | |||||
Product Information [Line Items] | |||||
Reclassification of temporary to permanent equity | 26,722,208 | ||||
Series B Common Stock [Member] | |||||
Product Information [Line Items] | |||||
Reclassification of temporary to permanent equity | 3,054,318 | ||||
Restricted Series A Common Stock [Member] | |||||
Product Information [Line Items] | |||||
Shares repurchased (in shares) | 4,138,866 | ||||
Reclassification of temporary to permanent equity | 70,108,628 | ||||
Restricted Series A Common Stock Repurchased [Member] | |||||
Product Information [Line Items] | |||||
Shares issued in connection with an agreement (in shares) | 4,138,866 | ||||
Restricted Class B Shares Repurchased [Member] | |||||
Product Information [Line Items] | |||||
Shares issued in connection with an agreement (in shares) | 540,000 | ||||
Restricted Stock [Member] | Tax Withholding Repurchase [Member] | |||||
Product Information [Line Items] | |||||
Stock redeemed or called during period, shares | 92,671 | ||||
Restricted Stock [Member] | Tax Withholding Repurchase [Member] | Common Class A [Member] | |||||
Product Information [Line Items] | |||||
Stock repurchase program, number of shares authorized to be repurchased | 1,799,650 | ||||
Restricted Stock [Member] | Tax Withholding Repurchase [Member] | Common Class B [Member] | |||||
Product Information [Line Items] | |||||
Stock repurchase program, number of shares authorized to be repurchased | 197,490 | ||||
Restricted Stock [Member] | Class A Stock Repurchase [Member] | Common Class A [Member] | |||||
Product Information [Line Items] | |||||
Stock repurchase program, number of shares authorized to be repurchased | 2,158,027 | ||||
Number of restricted units | 88,518 | ||||
Restricted Stock [Member] | Class B Stock Repurchase [Member] | Common Class B [Member] | |||||
Product Information [Line Items] | |||||
Stock repurchase program, number of shares authorized to be repurchased | 1,767,692 | ||||
Stock redeemed or called during period, shares | 342,510 | ||||
IPO [Member] | |||||
Product Information [Line Items] | |||||
Stock issued during the period shares | 14,773,939 | ||||
Sale of stock issue price per share | $ 10 | ||||
Proceeds from initial public offering | $ 132,700 | ||||
IPO [Member] | Restricted Series A Common Stock [Member] | |||||
Product Information [Line Items] | |||||
Shares Vested | 8,734,893 |
Basis of Presentation and Sig_4
Basis of Presentation and Significant Accounting Policies - Additional Information (Detail) | 12 Months Ended | |
Dec. 31, 2023 USD ($) Unit | Dec. 31, 2022 USD ($) Unit | |
Accounting Policies [Line Items] | ||
Contract assets | $ 5,346,000 | $ 2,325,000 |
Amount billed and collected in advance | 5,243,000 | 10,572,000 |
Revenue recognised out of advance receipt | 4,170,000 | 15,210,000 |
Deferred revenue | $ 3,301,000 | 2,228,000 |
Number of operating segments | Unit | 1 | |
Restricted cash current | $ 0 | $ 0 |
Accounts receivable overdue period for which acccounts are reviewed individually for collectability | 90 days | 90 days |
Impairment of finite lived intangible assets | $ 0 | $ 0 |
Number of reporting units | Unit | 4 | 4 |
Goodwill impairment loss | $ 0 | $ 0 |
Right-to-use asset | 6,603,000 | $ 7,388,000 |
Lease liabilities | $ 8,391,000 | |
ASC 842 [Member] | ||
Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | |
Accounting Standards Update 2021-08 [Member] | ||
Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | |
Change in accounting principle, accounting standards update, immaterial effect | true | |
Accounting Standards Update 2016-13 [Member] | ||
Accounting Policies [Line Items] | ||
Change in accounting principle, accounting standards update, adopted | true | |
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | |
Change in accounting principle, accounting standards update, immaterial effect | true | |
Not Insured With Federal Deposit Insurance Corporation [Member] | Non-US [Member] | ||
Accounting Policies [Line Items] | ||
Percentage of cash and cash equivalents | 0.40% | 0.90% |
Minimum [Member] | ||
Accounting Policies [Line Items] | ||
Reporting unit, Amount of fair value in excess of carrying amount | $ 51,770,000 | |
Revenue, performance obligation of payment terms | 30 days | |
Minimum [Member] | Capitalized Purchased Content [Member] | ||
Accounting Policies [Line Items] | ||
Finite lived intangible assets useful lives | 2 years | |
Maximum [Member] | ||
Accounting Policies [Line Items] | ||
Reporting unit, Amount of fair value in excess of carrying amount | $ 785,079,000 | |
Revenue, performance obligation of payment terms | 90 days | |
Maximum [Member] | Capitalized Purchased Content [Member] | ||
Accounting Policies [Line Items] | ||
Finite lived intangible assets useful lives | 5 years | |
Current Assets [Member] | ||
Accounting Policies [Line Items] | ||
Unbilled receivable current | $ 5,346,000 | $ 2,325,000 |
Basis of Presentation and Sig_5
Basis of Presentation and Significant Accounting Policies - Additional Information 1 (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-01-01 | |
Accounting Policies [Line Items] | |
Revenue, remaining performance obligation, amount | $ 98,400 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01 | |
Accounting Policies [Line Items] | |
Revenue, remaining performance obligation, amount | $ 116,200 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Basis of Presentation and Sig_6
Basis of Presentation and Significant Accounting Policies - Summary of Disaggregation of Revenue (Detail) - Revenue, Product and Service Benchmark [Member] - Product Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Direct Platform Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 72% | 77% | 76% |
Integrated Platform Revenues [Member] | |||
Disaggregation of Revenue [Line Items] | |||
Revenues | 28% | 23% | 24% |
Basis of Presentation and Sig_7
Basis of Presentation and Significant Accounting Policies - Schedule of Changes in the Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 1,882 | $ 1,295 |
Bad debt expense | 2,272 | 650 |
Write off's | (590) | (63) |
Ending balance | $ 3,564 | $ 1,882 |
Basis of Presentation and Sig_8
Basis of Presentation and Significant Accounting Policies - Schedule of Estimated Useful Lives of Assets (Detail) | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | |
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] | Shorter of useful life and lease term |
Minimum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Minimum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Minimum [Member] | Purchased Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Maximum [Member] | Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 6 years |
Maximum [Member] | Office Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Maximum [Member] | Purchased Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Basis of Presentation and Sig_9
Basis of Presentation and Significant Accounting Policies - Schedule of Weighted Average Useful Lives of Intangible Assets (Detail) | Dec. 31, 2023 |
Trade Names [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Trade Names [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Data Supply Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Data Supply Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Completed Technologies [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Completed Technologies [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Customer Relationships [Member] | Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Customer Relationships [Member] | Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Basis of Presentation and Si_10
Basis of Presentation and Significant Accounting Policies - Schedule of Revenues and Long-lived Assets by Geographic Region are Based on the Physical Location of the Customers Being Served or the Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | $ 728,723 | $ 590,961 | $ 458,338 |
Operating Segments [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 728,723 | 590,961 | 458,338 |
Long-lived assets | 46,179 | 50,082 | |
Operating Segments [Member] | US [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 700,060 | 566,694 | 428,941 |
Long-lived assets | 44,039 | 47,858 | |
Operating Segments [Member] | International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Revenues | 28,663 | 24,267 | $ 29,397 |
Long-lived assets | $ 2,140 | $ 2,224 |
Property and Equipment, Net -
Property and Equipment, Net - Summary of Property and Equipment, Net and Related Accumulated Depreciation (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment – gross | $ 29,132 | $ 25,900 |
Less: Accumulated depreciation | (21,680) | (19,919) |
Property and equipment – net | 7,452 | 5,981 |
Computer equipment and purchased software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment – gross | 25,553 | 21,955 |
Office equipment and furniture [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment – gross | 1,170 | 1,639 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment – gross | $ 2,409 | $ 2,306 |
Property and Equipment, Net _2
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 3,744 | $ 3,186 |
Accumulated depreciation, off-set amount | $ 1,983 |
Website and Software Developm_3
Website and Software Development Costs, Net - Summary of Website and Software Development Costs (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Capitalized Computer Software, Net [Abstract] | ||
Capitalized software development costs | $ 114,931 | $ 154,015 |
Less: Accumulated amortization | (82,807) | (117,302) |
Capitalized software development costs – net | $ 32,124 | $ 36,713 |
Website and Software Developm_4
Website and Software Development Costs, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Capitalized Computer Software, Net [Abstract] | ||
Software development costs capitalized during the period | $ 19,965 | $ 23,398 |
Amortization of software development costs | 24,163 | $ 24,723 |
Accumulated amortization, capitalized computer software, offset amount | $ 58,658 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | $ 155,589 | $ 127,925 |
Accumulated amortization | 106,808 | 83,567 |
Net value | 48,781 | 44,358 |
Data supply relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 43,484 | 25,314 |
Accumulated amortization | 20,350 | 8,242 |
Net value | 23,134 | 17,072 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 2,720 | 2,720 |
Accumulated amortization | 2,706 | 2,650 |
Net value | 14 | 70 |
Completed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 34,932 | 28,792 |
Accumulated amortization | 26,164 | 22,320 |
Net value | 8,768 | 6,472 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 74,453 | 71,099 |
Accumulated amortization | 57,588 | 50,355 |
Net value | $ 16,865 | $ 20,744 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 23,242 | $ 23,969 |
Weighted average useful life of the unamortized intangibles | 2 years 9 months 3 days |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Total Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 | $ 21,739 | |
2025 | 15,738 | |
2026 | 7,280 | |
2027 | 2,542 | |
2028 | 1,482 | |
Net value | $ 48,781 | $ 44,358 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Beginning balance | $ 133,069 | $ 114,509 |
Foreign currency translation | 12 | (28) |
Ending balance | 140,905 | 133,069 |
ArcaMax [Member] | ||
Goodwill [Line Items] | ||
Acquisition | $ 18,588 | |
WhatCounts [Member] | ||
Goodwill [Line Items] | ||
Acquisition | $ 7,824 |
Goodwill (Additional Informatio
Goodwill (Additional Information) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill Disclosure [Abstract] | ||
Carrying Value | 100% | |
Goodwill impairment loss | $ 0 | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||||
Mar. 01, 2023 USD ($) | Mar. 11, 2022 USD ($) Newsletter shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Business Acquisition, Date of Acquisition Agreement | |||||
Recognized of customer relationships as goodwill | $ 140,905 | $ 133,069 | $ 114,509 | ||
Acquisition-related expenses | 203 | 344 | $ 1,953 | ||
Business combination proforma revenue | $ 730,311 | $ 603,737 | |||
WhatCounts Inc [Member] | |||||
Business Acquisition, Date of Acquisition Agreement | |||||
Recognized of customer relationships intangibles | $ 960 | ||||
Recognized of customer relationships as goodwill | $ 7,824 | ||||
Finite lived intangible assets useful lives | 3 years | ||||
Acquisition-related expenses | $ 203 | ||||
Date of agreement | Mar. 01, 2023 | ||||
Name of acquired entity | WhatCounts | ||||
Payments made during the year | $ 15,990 | ||||
Fair value of earn outs | 1,011 | ||||
Business combination working capital adjustment | 128 | ||||
Other net assets | 1,066 | ||||
WhatCounts Inc [Member] | Completed Technologies [Member] | |||||
Business Acquisition, Date of Acquisition Agreement | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 6,140 | ||||
ArcaMax Publishing, Inc [Member] | |||||
Business Acquisition, Date of Acquisition Agreement | |||||
Business combination, purchase consideration | $ 26,925 | ||||
Recognized of customer relationships intangibles | 5,100 | ||||
Recognized of customer relationships as goodwill | 18,588 | ||||
Recognized customer relationships as deferred tax liabilities | $ 2,850 | ||||
Finite lived intangible assets useful lives | 5 years | ||||
Acquisition-related expenses | $ 344 | ||||
Business combination number of interest based newsletters to consumer | Newsletter | 400 | ||||
Date of agreement | Mar. 11, 2022 | ||||
Name of acquired entity | ArcaMax Publishing, Inc., (“ArcaMax”) | ||||
Payments made during the year | $ 9,386 | ||||
Earnouts based on the operating performance | 6,577 | ||||
Business combination, cash holdback | 962 | ||||
Business combination working capital adjustment | 386 | ||||
Other net assets | 387 | ||||
ArcaMax Publishing, Inc [Member] | Completed Technologies [Member] | |||||
Business Acquisition, Date of Acquisition Agreement | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 5,700 | ||||
ArcaMax Publishing, Inc [Member] | Series A Common Stock [Member] | |||||
Business Acquisition, Date of Acquisition Agreement | |||||
Business acquisition, number of shares | shares | 926,785 | ||||
Business combination, fair value | $ 10,000 |
Acquisition Related Liabiliti_3
Acquisition Related Liabilities - Schedule of Acquisition Related Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | $ 32,675 | $ 22,957 |
Business Combination Separately Recognized Transactions Additional or Adjustment Disclosures Acquisition Costs | 1,139 | 7,539 |
Payments made during the year | (20,570) | (10,811) |
Change in fair value of earn-out | 7,050 | 12,990 |
Ending Balance | 20,294 | 32,675 |
eBay CRM [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | 8,000 | 8,000 |
Payments made during the year | (4,225) | |
Change in fair value of earn-out | 450 | |
Ending Balance | 4,225 | 8,000 |
Sizmek [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | 1,927 | |
Payments made during the year | (2,168) | |
Change in fair value of earn-out | 241 | |
IgnitionOne [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | 1,360 | 1,360 |
Payments made during the year | (1,116) | |
Change in fair value of earn-out | (244) | |
Ending Balance | 1,360 | |
Kinetic Data Solutions, LLC [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | 892 | 24 |
Payments made during the year | (638) | (205) |
Change in fair value of earn-out | (9) | 1,073 |
Ending Balance | 245 | 892 |
Vital Digital, Corp [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | 2,300 | 2,840 |
Payments made during the year | (1,495) | (1,105) |
Change in fair value of earn-out | 195 | 565 |
Ending Balance | 1,000 | 2,300 |
Apptness [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | 10,301 | 8,806 |
Payments made during the year | (8,783) | (7,333) |
Change in fair value of earn-out | 4,341 | 8,828 |
Ending Balance | 5,859 | 10,301 |
ArcaMax [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Beginning Balance | 9,822 | |
Business Combination Separately Recognized Transactions Additional or Adjustment Disclosures Acquisition Costs | 7,539 | |
Payments made during the year | (4,313) | |
Change in fair value of earn-out | 827 | 2,283 |
Ending Balance | 6,336 | $ 9,822 |
WhatCounts [Member] | ||
Schedule of acquisition related liabilities [Line Items] | ||
Business Combination Separately Recognized Transactions Additional or Adjustment Disclosures Acquisition Costs | 1,139 | |
Change in fair value of earn-out | 1,490 | |
Ending Balance | $ 2,629 |
Acquisition Related Liabiliti_4
Acquisition Related Liabilities - Additional Information (Detail) - eBay CRM [Member] $ in Thousands | Dec. 31, 2023 USD ($) |
Schedule of acquisition related liabilities [Line Items] | |
Business combination liabilities from contingencies | $ 450 |
Business combination final contingent consideration paid | 4,225 |
Business combination remaining contingent consideration payable | $ 4,225 |
Accrued expenses and other curr
Accrued expenses and other current liabilities - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Accrued expenses | $ 43,071 | $ 31,267 |
Payroll related liabilities | 41,712 | 40,338 |
Others | 672 | 759 |
Accrued expenses and other current liabilities | $ 85,455 | $ 72,364 |
Concentration of Credit Risk -
Concentration of Credit Risk - Additional Information (Detail) - Customer Concentration Risk [Member] - Customer | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers involved in concentration risk | 0 | 0 |
Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Number of customers involved in concentration risk | 1 | 0 |
Maximum [Member] | Revenue Benchmark [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration risk percentage | 10% | 10% |
Maximum [Member] | Accounts Receivable [Member] | ||
Concentration Risk [Line Items] | ||
Customer concentration risk percentage | 10% | 10% |
Credit Facilities - Summary of
Credit Facilities - Summary of Long-Term Borrowings (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Line of Credit Facility [Line Items] | |||
Total borrowings | [1] | $ 185,000 | |
Less:Unamortized deferred financing cost | (853) | $ (1,047) | |
Long term borrowings | 184,147 | 183,953 | |
Credit facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Total borrowings | $ 185,000 | $ 185,000 | |
[1] Includes $ 11,250 repayable against the term loan facility within the twelve-month period ending December 31, 2024. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2023. |
Credit Facilities - Additional
Credit Facilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2023 | Mar. 22, 2023 | Dec. 31, 2022 | Feb. 03, 2021 | |
Line of Credit Facility [Line Items] | ||||
Total leverage ratio | 2.5 | |||
Fixed charge coverage ratio | 1.25 | |||
Fair Value, Inputs, Level 3 [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Loans Payable, Fair Value Disclosure | $ 195,201 | $ 189,092 | ||
Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Outstanding balance of the revolving loan | 1,244 | |||
Senior Debt Obligations [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Secured debt | $ 247,500 | $ 222,500 | ||
Debt issuance costs | 1,902 | |||
Line of credit facility, current borrowing capacity | 37,500 | |||
Line of credit facility, remaining borrowing capacity | $ 45,625 | |||
Debt instrument, maturity date | Feb. 03, 2026 | |||
Debt Instrument, Interest Rate During Period | 7.30% | |||
Revolving Credit Facility [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Long-term line of credit | $ 11,250 | |||
Revolving Credit Facility [Member] | Senior Debt Obligations [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, current borrowing capacity | 73,750 | |||
Term Facility [Member] | Senior Debt Obligations [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line credit facility initial term loan withdrawn at closing date | $ 111,250 | |||
2023 Incremental Revolving Commitment [Member] | Senior Debt Obligations [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, current borrowing capacity | $ 25,000 | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest charged on outstanding balance, Interest rate | 2.625% | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, interest rate description | SOFR+2.625 | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | Line of Credit [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Line of credit facility, interest rate description | SOFR+2.125 | |||
Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Senior Debt Obligations [Member] | Minimum [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Interest charged on outstanding balance, Interest rate | 2.125% |
Credit Facilities - Summary o_2
Credit Facilities - Summary of Maturities of Long-term Debt (Detail) $ in Thousands | Dec. 31, 2023 USD ($) | |
Line of Credit Facility [Abstract] | ||
2024 | $ 11,250 | |
2025 | 16,875 | |
2026 | 156,875 | |
Total | $ 185,000 | [1] |
[1] Includes $ 11,250 repayable against the term loan facility within the twelve-month period ending December 31, 2024. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the consolidated balance sheets as of December 31, 2023. |
Credit Facilities - Summary o_3
Credit Facilities - Summary of Maturities of Long-term Debt (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Line of Credit Facility [Abstract] | |
Repayable of long term debt | $ 11,250 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Long-term Purchase Commitment (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 30,401 |
2025 | 12,892 |
2026 | 4,567 |
2027 | 620 |
2028 | 0 |
2029 and thereafter | 0 |
Total | $ 48,480 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||
Apr. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 01, 2023 | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Unrecognized compensation expense related to unvested restricted stock | 49,698,329 | [1] | 60,107,275 | 65,208,870 | ||
Weighted average contractual years | 1 year 14 days | |||||
Weighted average exercise price | $ 8.49 | $ 7.9 | $ 3.53 | |||
Share related expenses | $ 242,881 | $ 298,992 | $ 259,159 | |||
Stock Issued under Employee Stock Purchase Plan | $ 3,058 | $ 2,742 | 809 | |||
Number of options, exercisable outstanding | 683,055 | |||||
Weighted average exercise price, exercisable | $ 6.27 | |||||
Number of options, Granted | 1,714,555 | 575,250 | ||||
Share-based payment award, number of shares granted | 11,718,672 | [2] | 9,267,655 | |||
Stock-based compensation expense | $ 242,881 | $ 298,992 | $ 259,159 | |||
December 1, 2023 to May 31, 2024 [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Unrecognized compensation expense related to unvested restricted stock | 189,480 | |||||
Common Class A [Member] | Common Stock [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based payment award, number of shares issued | 189,480 | |||||
Stock Options [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Weighted average exercise price | $ 4.57 | |||||
Number of options, Granted | 1,714,555 | |||||
Share-based payment award, number of shares issued | 1,936,882 | |||||
Stock Options [Member] | Maximum [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based award expiration period | 10 years | |||||
Restricted Stock and Restricted Stock Units [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Percentage of vesting of restricted stock and restricted stock units | 25% | |||||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |||||
Restricted Stock and Restricted Stock Units [Member] | Maximum [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||||
Unvested Restricted Stock And Restricted Stock Units [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Unrecognized compensation expense | $ 250,763 | |||||
Unvested restricted stock and stock units | 49,698,329 | |||||
Performance Shares [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Unrecognized compensation expense related to unvested restricted stock | 4,755,675 | [3] | 3,479,500 | 1,500,000 | ||
Share-based Payment Award, Number of Shares Authorized | 4,898,175 | |||||
Weighted average exercise price | $ 21.04 | |||||
Share-based payment award, number of shares granted | 1,538,925 | 1,538,925 | 1,979,500 | |||
Performance Shares [Member] | Maximum [Member] | Common Class A [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Issuance of shares | 4,616,775 | |||||
Employee Stock [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Weighted average exercise price | $ 2.28 | |||||
Stock Issued under Employee Stock Purchase Plan | $ 10,000 | |||||
Employee Stock [Member] | Common Class A [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Maximum Value of Shares Per Employee can purchase under the plan | $ 25 | |||||
Employee Stock [Member] | Common Class A [Member] | Common Stock [Member] | Dec 31, 2022 to May 31, 2023 [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Issuance of shares | 210,096 | |||||
Employee Stock [Member] | Common Class A [Member] | Common Stock [Member] | June 1, 2023 to November 30, 2023 [Member] | ||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||
Issuance of shares | 214,558 | |||||
[1] Includes 37,641,861 unvested Class A restricted stock, 11,169,137 unvested Class B restricted stock and 887,331 unvested restricted stock units as of December 31, 2023. During the year ended December 31, 2023, the Company granted 11,467,755 restricted stock and 250,917 restricted stock units to its employees, advisors and non-employee directors. Includes 275,500 PSUs with a fair value of $ 5.17 , that are earned as based on the 20 day VWAP of our Class A common stock as discussed above. |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Detail) - $ / shares | 12 Months Ended | |||
Apr. 19, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested Shares, Beginning Balance | 60,107,275 | 65,208,870 | ||
Granted | 11,718,672 | [1] | 9,267,655 | |
Vested | (20,857,865) | (12,964,063) | ||
Forfeited | (1,269,753) | [2] | (1,405,187) | |
Non-vested Shares, Ending Balance | 49,698,329 | [3] | 60,107,275 | |
Non-vested Beginning Balance | $ 10.72 | $ 10.86 | ||
Granted | 9.15 | [1] | 9.45 | |
Vested | 10.37 | 10.55 | ||
Forfeited | 9.02 | [2] | 10.41 | |
Non-vested Ending Balance | $ 10.54 | [3] | $ 10.72 | |
Performance Shares [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Non-vested Shares, Beginning Balance | 3,479,500 | 1,500,000 | ||
Granted | 1,538,925 | 1,538,925 | 1,979,500 | |
Vested | (142,500) | |||
Forfeited | (120,250) | |||
Non-vested Shares, Ending Balance | 4,755,675 | [4] | 3,479,500 | |
Non-vested Beginning Balance | $ 12.38 | $ 1.95 | ||
Granted | 21.04 | 20.29 | ||
Vested | 5.17 | |||
Forfeited | 14.76 | |||
Non-vested Ending Balance | $ 15.34 | [4] | $ 12.38 | |
[1] During the year ended December 31, 2023, the Company granted 11,467,755 restricted stock and 250,917 restricted stock units to its employees, advisors and non-employee directors. During the year ended December 31, 2023, 1,241,675 restricted stock and 28,078 restricted stock units were forfeited. Includes 37,641,861 unvested Class A restricted stock, 11,169,137 unvested Class B restricted stock and 887,331 unvested restricted stock units as of December 31, 2023. Includes 275,500 PSUs with a fair value of $ 5.17 , that are earned as based on the 20 day VWAP of our Class A common stock as discussed above. |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Parenthetical) (Detail) - $ / shares | 12 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | ||
Unrecognized compensation expense related to unvested restricted stock | 49,698,329 | [1] | 60,107,275 | 65,208,870 |
Restricted Stock [Member] | ||||
Number of shares available for grant | 11,467,755 | |||
Number of shares forfeited during period | 1,241,675 | |||
Unvested restricted stock [Member] | ||||
Unrecognized compensation expense related to unvested restricted stock | 887,331 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Number of shares available for grant | 250,917 | |||
Number of shares forfeited during period | 28,078 | |||
Unvested Class A Restricted Stock Member | ||||
Unrecognized compensation expense related to unvested restricted stock | 37,641,861 | |||
Unvested Class B Restricted Stock Member | ||||
Unrecognized compensation expense related to unvested restricted stock | 11,169,137 | |||
Performance Shares [Member] | ||||
Unrecognized compensation expense related to unvested restricted stock | 4,755,675 | [2] | 3,479,500 | 1,500,000 |
Performance Shares [Member] | Vested and Unvested Performance Stock [Member] | ||||
Unrecognized compensation expense related to unvested restricted stock | 275,500 | |||
Weighted average grant date fair value | $ 5.17 | |||
[1] Includes 37,641,861 unvested Class A restricted stock, 11,169,137 unvested Class B restricted stock and 887,331 unvested restricted stock units as of December 31, 2023. Includes 275,500 PSUs with a fair value of $ 5.17 , that are earned as based on the 20 day VWAP of our Class A common stock as discussed above. |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Transaction under the Company Stock Option Plan (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of options, Beginning Balance | 1,116,492 | 887,662 | |
Number of options, Granted | 1,714,555 | 575,250 | |
Number of options, Exercised | (63,500) | (315,430) | |
Number of options, Forfeited | (147,610) | (30,990) | |
Number of options, Ending Balance | 2,619,937 | 1,116,492 | 887,662 |
Weighted average exercise price, Beginning Balance | $ 7.9 | $ 3.53 | |
Weighted average exercise price, Granted | 8.63 | 10.82 | |
Weighted average exercise price, Exercised | 3.79 | 0.63 | |
Weighted average exercise price, Forfeited | 7.65 | 10.83 | |
Weighted average exercise price, Ending Balance | $ 8.49 | $ 7.9 | $ 3.53 |
Weighted average remaining contractual life (years) | 4 years 11 months 19 days | 6 years 8 months 1 day | 4 years 2 months 8 days |
Aggregate intrinsic value (per share) | $ 0.57 | $ 0.59 | $ 5.28 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share Based Compensation Performance Shares Award Valuation Assumptions (Details) | 12 Months Ended |
Dec. 31, 2023 | |
Stock Options [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividend yield | 0% |
Volatility | 51% |
Risk free interest rate | 3.60% |
Performance Shares [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividend yield | 0% |
Volatility | 55% |
Risk free interest rate | 3.60% |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) - Common Class A [Member] | 12 Months Ended |
Dec. 31, 2023 $ / shares | |
Below 13.66 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 13.66 |
Percentage of target PSUs | 0% |
13.66 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 13.66 |
Percentage of target PSUs | 25% |
16.13 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 16.13 |
Percentage of target PSUs | 50% |
18.60 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 18.6 |
Percentage of target PSUs | 100% |
22.05 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 22.05 |
Percentage of target PSUs | 150% |
25.01 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 25.01 |
Percentage of target PSUs | 200% |
37.60 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 37.6 |
Percentage of target PSUs | 300% |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule Of Share Based Payment Award Employee Stock Purchase Plan Valuation Assumptions (Details) - Employee Stock [Member] | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Dividend yield | 0% |
Risk free interest rate | 5.33% |
Volatility | 39.60% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||||
Oct. 11, 2023 | Jun. 14, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Aug. 03, 2022 | ||
Class of Stock [Line Items] | |||||||
Shares repurchased | $ 15,421,000 | $ 9,607,000 | $ 64,468,000 | ||||
Stock repurchase amount settled | 1,978,000 | ||||||
Value of shares issued for services | $ 5,387,000 | ||||||
Stock issued during the period value | $ 126,538,000 | ||||||
Granted | 11,718,672 | [1] | 9,267,655 | ||||
Class A Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 24,986,000 | ||||||
Stock issued during period, shares conversion of units | 73,813,713 | ||||||
Shares issued for services | 40,274 | ||||||
Value of shares issued for services | $ 325,000 | ||||||
Shares issued price per share | $ 8.07 | ||||||
Class A Common Stock [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 1,360,153 | 1,209,015 | 4,138,866 | ||||
Shares repurchased | $ 1,000 | $ 4,000 | |||||
Stock issued during period, shares conversion of units | 2,717,890 | 5,756,793 | |||||
Shares issued for services | 651,369 | ||||||
Value of shares issued for services | $ 1,000 | ||||||
Stock issued during the period shares | 14,773,939 | ||||||
Stock issued during the period value | $ 15,000 | ||||||
Class A Common Stock [Member] | Maximum [Member] | |||||||
Class of Stock [Line Items] | |||||||
Share repurchase program, authorized value | $ 50,000,000 | ||||||
Series A Common Stock [Member] | Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares repurchased (in shares) | 1,686,076 | ||||||
[1] During the year ended December 31, 2023, the Company granted 11,467,755 restricted stock and 250,917 restricted stock units to its employees, advisors and non-employee directors. |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Issue of Class A Common Stock for Earnout Payments Related to its Certain Acquisitions (Details) - Class A Common Stock [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) shares | |
ArcaMax [Member] | |
Class of Stock [Line Items] | |
Business acquisition, number of shares issued | shares | 76,627 |
Business acquisition, fair value | $ | $ 667 |
Kinetic [Member] | |
Class of Stock [Line Items] | |
Business acquisition, number of shares issued | shares | 26,502 |
Business acquisition, fair value | $ | $ 229 |
Vital [Member] | |
Class of Stock [Line Items] | |
Business acquisition, number of shares issued | shares | 57,515 |
Business acquisition, fair value | $ | $ 500 |
Apptness [Member] | |
Class of Stock [Line Items] | |
Business acquisition, number of shares issued | shares | 450,451 |
Business acquisition, fair value | $ | $ 3,666 |
Earnout Payments [Member] | |
Class of Stock [Line Items] | |
Business acquisition, number of shares issued | shares | 611,095 |
Business acquisition, fair value | $ | $ 5,062 |
Leases - Summary of Right-of-Us
Leases - Summary of Right-of-Use Asset and Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Right-to-use asset | $ 6,603 | $ 7,388 |
Current Operating lease liabilities | $ 1,789 | $ 2,137 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
Non-Current Operating lease liabilities | $ 6,602 | $ 7,877 |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Information Related to Operating Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases [Abstract] | |
Long term Operating lease cost | $ 2,476 |
Other Short-term lease cost | 256 |
Cash paid for amounts included in the measurement of lease liabilities | 2,811 |
Right-to-use assets obtained post transition date | $ 165 |
Weighted-average remaining lease term (years) - operating leases | 2 years 4 months 24 days |
Weighted-average discount rate - operating leases | 6.50% |
Leases - Summary of Future Mini
Leases - Summary of Future Minimum Payments Under Operating Leases (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 2,660 |
2025 | 2,028 |
2026 | 1,843 |
2027 | 1,660 |
2028 and thereafter | 1,865 |
Total undiscounted lease commitments | 10,056 |
Less: Short term leases and interest component | (1,665) |
Total discounted operating lease liabilities | $ 8,391 |
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other Liabilities |
Warrants and Derivative Liabili
Warrants and Derivative Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Fair value adjustment of warrants | $ 410 | $ 5,000 |
Fair Value Disclosures - Summar
Fair Value Disclosures - Summary of Financial Instruments Measured At Fair Value On a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | |
Assets | |||
Assets measured at fair value | $ 113,271 | $ 107,354 | |
Liabilities | |||
Liabilities measured at fair value | 20,294 | 32,675 | |
Level 1 [Member] | |||
Assets | |||
Assets measured at fair value | 113,271 | 107,354 | |
Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 20,294 | 32,675 | |
Acquisition Related Liabilities [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 20,294 | 32,675 | |
Acquisition Related Liabilities [Member] | Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 20,294 | 32,675 | |
Cash and Cash Equivalents [Member] | |||
Assets | |||
Assets measured at fair value | [1] | 113,271 | 107,354 |
Cash and Cash Equivalents [Member] | Level 1 [Member] | |||
Assets | |||
Assets measured at fair value | [1] | $ 113,271 | $ 107,354 |
[1] * Includes cash invested by the Company in certain money market accounts with a financial institution. |
Fair Value Disclosures - Summ_2
Fair Value Disclosures - Summary of Reconciliations of Changes In The Fair Value of The Liabilities (Detail) - Acquisition Related Liabilities [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Balance as of January 1 | $ 32,675 | $ 22,957 |
Additions | 1,139 | 7,539 |
Payments made during the year | (20,570) | (10,811) |
Change in fair value | 7,050 | 12,990 |
Balance as of December 31 | $ 20,294 | $ 32,675 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | |||
Related party costs | $ 274,482 | $ 215,466 | $ 174,720 |
Casting Made Simple Corp [Member] | Websites Traffic Monetization Agreement [Member] | |||
Related Party Transaction [Line Items] | |||
Related party costs | $ 219 | $ 207 | |
Cost of Revenue, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
Casting Made Simple Corp [Member] | Websites Traffic Monetization Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related party | $ 43 | $ 25 | |
Other Liability, Related Party, Type [Extensible Enumeration] | Related Party [Member] | Related Party [Member] | |
DailyPay [Member] | |||
Related Party Transaction [Line Items] | |||
Related party revenues | $ 137 | ||
Revenue, Related Party, Type [Extensible Enumeration] | Related Party [Member] | ||
Due from related party | $ 48 | ||
Other Receivable, after Allowance for Credit Loss, Related Party, Type [Extensible Enumeration] | Related Party [Member] |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax [Line Items] | |
Percentage of future taxable income against which net operating loss with no definite period shall be set off | 80% |
Domestic Country [Member] | |
Income Tax [Line Items] | |
Net operating loss carry forwards | $ 113,428 |
Net operating loss carryforwards subject to annual limitation | $ 7,211 |
Percentage of future taxable income against which net operating loss with definite period shall be set off | 100% |
Domestic Country [Member] | Indefinitely [Member] | |
Income Tax [Line Items] | |
Net operating loss carry forwards | $ 44,114 |
Deferred interest carry forwards | $ 18,107 |
Percentage of earnings before income tax that shall be used to set off deferred interest carryforwards | 30% |
Domestic Country [Member] | Year Two Thousand and Thirty Five to Year Two Thousand and Thirty Seven [Member] | |
Income Tax [Line Items] | |
Net operating loss carry forwards | $ 69,314 |
Domestic Country [Member] | Year Two Thousand and Forty Two to Year Two Thousand and Forty Three [Member] | |
Income Tax [Line Items] | |
Tax credit carryforward | 3,640 |
State and Local Jurisdiction [Member] | |
Income Tax [Line Items] | |
Tax credit carryforward | 1,595 |
State and Local Jurisdiction [Member] | Indefinitely [Member] | |
Income Tax [Line Items] | |
Tax credit carryforward | 1,410 |
State and Local Jurisdiction [Member] | Year Two Thousand and Twenty Nine to Year Two Thousand And Forty Three [Member] | |
Income Tax [Line Items] | |
Tax credit carryforward | 185 |
State and Local Jurisdiction [Member] | Year Two Thousand and Twenty Six to Two Thousand and Forty Three [Member] | |
Income Tax [Line Items] | |
Net operating loss carry forwards | $ 119,896 |
Income Taxes - Schedule Of Inco
Income Taxes - Schedule Of Income Before Income Tax Domestic And Foreign (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Domestic operations | $ (187,763) | $ (281,895) | $ (253,462) |
Foreign operations | 1,319 | 1,165 | 3,301 |
Loss before income taxes | $ (186,444) | $ (280,730) | $ (250,161) |
Income Taxes - Schedule Of Comp
Income Taxes - Schedule Of Components Of Income Tax Expense Benefit (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current | |||
Federal | $ (74) | $ (17) | |
State and local | 95 | 69 | |
Foreign | 994 | 1,170 | |
Total current income taxes | 1,015 | 1,222 | |
Deferred: | |||
Federal | 0 | (2,114) | |
State and local | 0 | (736) | |
Foreign | 22 | 137 | |
Total deferred income benefits | 22 | (2,713) | |
Income tax provision/(benefit) | $ 1,037 | $ (1,491) | $ (598) |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets: | |||
Accounts receivable reserve | $ 832 | $ 403 | |
Accrued payroll | 6,088 | 6,802 | |
Net operating loss carry forward | 33,931 | 32,171 | |
Stock-based compensation | 45,696 | 48,010 | |
Interest limitation carry forward | 6,148 | 3,154 | |
Tax credit | 5,236 | 0 | |
Intangible assets | 15,391 | 11,329 | |
Capital losses | 0 | 1,187 | |
Research and development costs | 28,350 | 19,951 | |
Accrued expenses and other | 2,788 | 3,575 | |
Deferred tax assets, gross | 144,460 | 126,582 | |
Less: Valuation allowance | (129,661) | (112,330) | $ (86,210) |
Deferred tax assets | 14,799 | 14,252 | |
Deferred tax liabilities: | |||
Fixed assets | (4,921) | (7,135) | |
Right-to-use asset | (1,838) | 0 | |
Deferred state income tax and other | (7,312) | (6,372) | |
Deferred tax liabilities | (14,071) | (13,507) | |
Net deferred tax assets | $ 728 | $ 745 |
Income Taxes - Schedule Of De_2
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Abstract] | |
Deferred tax assets increase decrease in the valuation allowance | $ 17,331 |
Income Taxes - Summary Of Valua
Income Taxes - Summary Of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Balance Beginning | $ (112,330) | $ (86,210) |
Increase due to current-year pre tax loss | (17,274) | (26,111) |
Others | (57) | (9) |
Balance as End | $ (129,661) | $ (112,330) |
Income Taxes - Schedule Of Effe
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
U.S. federal statutory rate | 21% | 21% |
State income taxes | 2.80% | 4.40% |
Other permanent differences | (0.40%) | (0.50%) |
Global intangible low-taxed income (GILTI) | 0% | (1.20%) |
Non-deductible stock-based compensation | (2.60%) | (2.00%) |
Non-deductible officer's compensation | (12.80%) | (11.90%) |
Research and development credit | 2% | 0% |
Change in valuation allowance | (9.30%) | (9.30%) |
State change in tax rate | (0.60%) | 0.20% |
Other | (0.60%) | (0.20%) |
Effective tax rate | (0.50%) | 0.50% |
Income Taxes - Schedule Of Ef_2
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Income tax rate reconciliation foreign income tax differential | $ 1,037 | $ 1,491 |
Income Taxes - Summary Of Incom
Income Taxes - Summary Of Income Tax Contingencies (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Tax Disclosure [Abstract] | |
Beginning balance as of January 1, | $ 223 |
Increase in tax positions for current / prior periods | $ (223) |
Income Tax -Summary Of Income T
Income Tax -Summary Of Income Tax Contingencies (Parenthetical) (Detail) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits accrued interest and penalties | $ 0 | $ 0 |
Income Taxes -Income Tax Years
Income Taxes -Income Tax Years Subject To Examination (Detail) | 12 Months Ended |
Dec. 31, 2023 | |
US [Member] | |
Income Tax Years Subject To Examination [Line Items] | |
Open Tax Year | 2020 |
Czech Republic | |
Income Tax Years Subject To Examination [Line Items] | |
Open Tax Year | 2020 |
India | |
Income Tax Years Subject To Examination [Line Items] | |
Open Tax Year | 2021 |
401(k) Defined Contribution P_2
401(k) Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Retirement Benefits [Abstract] | ||
Maximum Annual Contributions Per Employee, Amount | $ 1,675 | $ 1,438 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - shares | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Unvested Restricted Stock, Restricted Stock Units And Performance Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 54,454,004 | 63,586,775 |
Net Loss Per Share Attributab_4
Net Loss Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | |||
Net loss | $ (187,481) | $ (279,239) | $ (249,563) |
Cumulative redeemable convertible preferred stock dividends | 7,060 | ||
Net loss available to common stockholders | $ (187,481) | $ (279,239) | $ (256,623) |
Denominator [Abstract] | |||
Denominator for Basic Loss per share-Weighted-average Common Stock | 156,697,308 | 138,985,265 | 86,932,191 |
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 156,697,308 | 138,985,265 | 86,932,191 |
Basic loss per share | $ (1.2) | $ (2.01) | $ (2.95) |
Diluted loss per share | $ (1.2) | $ (2.01) | $ (2.95) |
Class A Common Stock [Member] | |||
Denominator [Abstract] | |||
Denominator for Basic Loss per share-Weighted-average Common Stock | 140,593,656 | 122,455,432 | 61,972,951 |
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 140,593,656 | 122,455,432 | 61,972,951 |
Class B Common Stock [Member] | |||
Denominator [Abstract] | |||
Denominator for Basic Loss per share-Weighted-average Common Stock | 16,103,652 | 16,529,833 | 10,143,209 |
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 16,103,652 | 16,529,833 | 10,143,209 |
Series A Common Stock [Member] | |||
Denominator [Abstract] | |||
Denominator for Basic Loss per share-Weighted-average Common Stock | 11,904,161 | ||
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 11,904,161 | ||
Series B Common Stock [Member] | |||
Denominator [Abstract] | |||
Denominator for Basic Loss per share-Weighted-average Common Stock | 1,372,351 | ||
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 1,372,351 | ||
Warrant [Member] | |||
Denominator [Abstract] | |||
Denominator for Basic Loss per share-Weighted-average Common Stock | 1,539,519 | ||
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 1,539,519 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Common Equivalent Shares (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive common shares | 2,065,316 | 1,096,894 | 940,653 |
Restricted Stock and Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive common shares | 56,915,993 | 66,224,013 | 70,650,049 |
Performance Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive common shares | 4,370,543 | 3,186,642 | 558,904 |
Other Expenses _ (Income) - Sch
Other Expenses / (Income) - Schedule of Other Operating Cost and Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |||
Change in the fair value of acquisition related liabilities | $ 7,200 | $ 12,990 | $ (1,828) |
Loss on sale of assets | 266 | ||
Foreign currency translation loss | 620 | 993 | 1,283 |
Total other expenses / (income) | $ 7,820 | $ 13,983 | $ (279) |