Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly 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 | Non-accelerated Filer | |
Trading Symbol | ZETA | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | 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 | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 174,157,067 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 32,464,430 |
Condensed Unaudited Consolidate
Condensed Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | ||
Current assets: | ||||
Cash and cash equivalents | $ 114,808 | $ 103,859 | ||
Accounts receivable, net of allowance of $1,746 and $1,295 as of September 30, 2022 and December 31, 2021, respectively | 91,414 | 83,578 | ||
Prepaid expenses | 7,600 | 6,970 | ||
Other current assets | 1,893 | 1,649 | ||
Total current assets | 215,715 | 196,056 | ||
Non-current assets: | ||||
Property and equipment, net | 6,235 | 5,630 | ||
Website and software development costs, net | 36,863 | 38,038 | ||
Intangible assets, net | 45,601 | 40,963 | ||
Goodwill | 133,009 | 114,509 | ||
Deferred tax assets, net | 1,253 | 956 | ||
Other non-current assets | 2,059 | 1,113 | ||
Total non-current assets | 225,020 | 201,209 | ||
Total assets | 440,735 | 397,265 | ||
Current liabilities: | ||||
Accounts payable | 28,400 | 21,711 | ||
Accrued expenses | 63,516 | 63,979 | ||
Acquisition related liabilities (current) | 17,220 | 8,042 | ||
Deferred revenue | 6,104 | 6,866 | ||
Other current liabilities | 8,258 | 5,159 | ||
Total current liabilities | 123,498 | 105,757 | ||
Non-current liabilities: | ||||
Long term borrowings | 183,868 | 183,613 | ||
Acquisition related liabilities (non-current) | 22,032 | 14,915 | ||
Other non-current liabilities | 2,225 | 2,492 | ||
Total non-current liabilities | 208,125 | 201,020 | ||
Total liabilities | 331,623 | 306,777 | ||
Commitments and contingencies (Note 8) | ||||
Stockholders' equity: | ||||
Additional paid-in capital | 831,731 | 584,208 | ||
Accumulated deficit | (719,303) | (491,817) | ||
Accumulated other comprehensive loss | (3,522) | (2,101) | ||
Total stockholders' equity | 109,112 | [1] | 90,488 | [2] |
Total liabilities and stockholders' equity | 440,735 | 397,265 | ||
Common Class A [Member] | ||||
Stockholders' equity: | ||||
Common stock value | 174 | 160 | ||
Common Class B [Member] | ||||
Stockholders' equity: | ||||
Common stock value | $ 32 | $ 38 | ||
[1] Includes 127,679,117 outstanding Class A common stock, 15,632,217 outstanding Class B common stock, 46,278,814 unvested Class A restricted stock and 16,832,213 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 |
Condensed Unaudited Consolida_2
Condensed Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, net of allowance | $ 1,746 | $ 1,295 |
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 | 173,957,931 | 159,974,847 |
Common stock, shares, outstanding | 173,957,931 | 159,974,847 |
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 | 32,464,430 | 37,856,095 |
Common stock, shares, outstanding | 32,464,430 | 37,856,095 |
Condensed Unaudited Consolida_3
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues | $ 152,252 | $ 115,133 | $ 415,821 | $ 323,492 |
Operating expenses: | ||||
Cost of revenues (excluding depreciation and amortization) | 57,529 | 44,525 | 149,487 | 125,709 |
General and administrative expenses | 53,584 | 50,643 | 162,598 | 135,682 |
Selling and marketing expenses | 76,987 | 60,537 | 223,044 | 163,952 |
Research and development expenses | 16,954 | 13,998 | 52,223 | 50,285 |
Depreciation and amortization | 13,367 | 11,783 | 39,448 | 33,135 |
Acquisition related expenses | 480 | 344 | 1,516 | |
Restructuring expenses | 30 | 467 | ||
Total operating expenses | 218,421 | 181,996 | 627,144 | 510,746 |
Loss from operations | (66,169) | (66,863) | (211,323) | (187,254) |
Interest expense | 2,038 | 1,342 | 5,002 | 5,705 |
Other expenses | 1,142 | 496 | 12,111 | 1,031 |
Gain on extinguishment of debt | (10,000) | |||
Change in fair value of warrants and derivative liabilities | (805) | 410 | 5,000 | |
Total other expenses | 2,375 | 1,838 | 17,523 | 1,736 |
Loss before income taxes | (68,544) | (68,701) | (228,846) | (188,990) |
Income tax provision / (benefit) | 896 | 428 | (1,360) | (565) |
Net loss | (69,440) | (69,129) | (227,486) | (188,425) |
Other comprehensive loss: | ||||
Foreign currency translation adjustment | 774 | 77 | 1,421 | 152 |
Total comprehensive loss | (70,214) | (69,206) | (228,907) | (188,577) |
Net loss per share | ||||
Net loss | (69,440) | (69,129) | (227,486) | (188,425) |
Cumulative redeemable convertible preferred stock dividends | 7,060 | |||
Net loss available to common stockholders | $ (69,440) | $ (69,129) | $ (227,486) | $ (195,485) |
Basic loss per share | $ (0.49) | $ (0.53) | $ (1.66) | $ (2.60) |
Diluted loss per share | $ (0.49) | $ (0.53) | $ (1.66) | $ (2.60) |
Weighted average number of shares used to compute net loss per share | ||||
Basic | 140,594,128 | 129,731,980 | 136,793,272 | 75,313,520 |
Diluted | 140,594,128 | 129,731,980 | 136,793,272 | 75,313,520 |
Condensed Unaudited Consolida_4
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement, Expense | $ 75,218 | $ 69,343 | $ 231,289 | $ 188,613 |
Cost of revenues (excluding depreciation and amortization) [Member] | ||||
Share-based Payment Arrangement, Expense | 1,536 | 1,183 | 4,436 | 1,449 |
General and administrative expenses [Member] | ||||
Share-based Payment Arrangement, Expense | 28,193 | 28,243 | 88,873 | 70,868 |
Selling and marketing expenses [Member] | ||||
Share-based Payment Arrangement, Expense | 38,868 | 35,114 | 117,765 | 94,626 |
Research and development expenses [Member] | ||||
Share-based Payment Arrangement, Expense | $ 6,621 | $ 4,803 | $ 20,215 | $ 21,670 |
Condensed Unaudited Consolida_5
Condensed Unaudited Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity / (Deficit) - USD ($) $ in Thousands | Total | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Redeemable Convertible Preferred Stock Preferred Stock | Series A Common Stock [Member] Common Stock | Series B common stock [Member] Common Stock | Class A Common Stock [Member] | Class A Common Stock [Member] Common Stock | Class B Common Stock [Member] | Class B Common Stock [Member] Common Stock | |||
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 | |||||||||||
Restricted stock cancelation | 18 | $ (18) | ||||||||||||
Restricted stock cancelation (in shares) | (17,853,416) | |||||||||||||
Shares issued in connection with certain agreements | 5,454 | 5,453 | $ 1 | |||||||||||
Shares issued in connection with certain agreements (in shares) | 613,497 | |||||||||||||
Restricted stock grants | (4) | $ 4 | ||||||||||||
Restricted stock grants (in shares) | 3,687,431 | |||||||||||||
Restricted stock forfeitures | 2 | $ (2) | ||||||||||||
Restricted stock forfeitures (in shares) | (1,629,369) | |||||||||||||
Foreign currency translation adjustment | 54 | 54 | ||||||||||||
Net loss | (24,374) | (24,374) | ||||||||||||
Balance (in shares) at Mar. 31, 2021 | 39,223,194 | 96,830,836 | 3,054,318 | |||||||||||
Balance at Mar. 31, 2021 | (258,086) | 10,425 | (266,628) | (1,983) | $ 154,210 | $ 97 | $ 3 | |||||||
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 | |||||||||||
Foreign currency translation adjustment | (152) | |||||||||||||
Net loss | (188,425) | |||||||||||||
Balance (in shares) at Sep. 30, 2021 | 155,022,167 | 37,856,095 | ||||||||||||
Balance at Sep. 30, 2021 | 55,785 | 488,460 | (430,679) | (2,189) | $ 155 | $ 38 | ||||||||
Balance at Mar. 31, 2021 | (258,086) | 10,425 | (266,628) | (1,983) | $ 154,210 | $ 97 | $ 3 | |||||||
Balance (in shares) at Mar. 31, 2021 | 39,223,194 | 96,830,836 | 3,054,318 | |||||||||||
Shares repurchased | (64,468) | (64,462) | $ (4) | $ (2) | ||||||||||
Shares repurchased (in shares) | (4,138,866) | (2,307,692) | ||||||||||||
Restricted stock grants | (2) | $ 1 | $ 1 | |||||||||||
Restricted stock grants (in shares) | 1,155,598 | 700,000 | ||||||||||||
Restricted stock forfeitures | 2 | $ (2) | ||||||||||||
Restricted stock forfeitures (in shares) | (2,334,753) | |||||||||||||
Conversion of Series A and Series B common shares into Class A and Class B common shares, respectively | 1 | $ (97) | $ (3) | $ 60 | $ 39 | |||||||||
Conversion of Series A and Series B common shares into Class A and Class B common shares, respectively (in shares) | (96,830,836) | (3,054,318) | 60,421,367 | 39,463,787 | ||||||||||
Warrants exercise | 24,140 | 24,132 | $ 8 | |||||||||||
Warrants exercise (in shares) | 8,360,331 | |||||||||||||
Conversion of convertible preferred stock to Class A Common Stock | 193,210 | 193,136 | $ (154,210) | $ 74 | ||||||||||
Conversion of convertible preferred stock to Class A Common Stock (in shares) | (39,223,194) | 73,813,713 | ||||||||||||
Shares issued in connection with the Initial Public Offering | 147,739 | 147,724 | $ 15 | |||||||||||
Shares issued in connection with the Initial Public Offering (in shares) | 14,773,939 | |||||||||||||
Equity issuance cost | (21,201) | (21,201) | ||||||||||||
Restricted stock units vesting (in shares) | 219,072 | |||||||||||||
Stock-based compensation | 126,775 | 126,775 | ||||||||||||
Foreign currency translation adjustment | (129) | (129) | ||||||||||||
Net loss | (94,922) | (94,922) | ||||||||||||
Balance (in shares) at Jun. 30, 2021 | 152,270,401 | 37,856,095 | ||||||||||||
Balance at Jun. 30, 2021 | 53,058 | 416,530 | (361,550) | (2,112) | $ 152 | $ 38 | ||||||||
Restricted stock grants | (3) | $ 3 | ||||||||||||
Restricted stock grants (in shares) | 3,281,016 | |||||||||||||
Restricted stock forfeitures (in shares) | (718,056) | |||||||||||||
Stock-based compensation | 70,668 | 70,668 | ||||||||||||
Options exercised | 69 | 69 | ||||||||||||
Options exercised (in shares) | 26,485 | |||||||||||||
Foreign currency translation adjustment | (77) | (77) | ||||||||||||
Net loss | (69,129) | (69,129) | ||||||||||||
Common stock canceled during period, shares | (37,679) | 0 | ||||||||||||
Common stock canceled during period, value | 0 | 0 | $ 0 | $ 0 | ||||||||||
Shares issued in connection with settlement of a dispute | 1,196 | 1,196 | ||||||||||||
Shares issued in connection with settlement of a dispute (in shares) | 200,000 | |||||||||||||
Balance (in shares) at Sep. 30, 2021 | 155,022,167 | 37,856,095 | ||||||||||||
Balance at Sep. 30, 2021 | 55,785 | 488,460 | (430,679) | (2,189) | $ 155 | $ 38 | ||||||||
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 | 11,083 | 11,082 | $ 1 | |||||||||||
Shares issued in connection with certain agreements (in shares) | 1,026,785 | |||||||||||||
Restricted stock grants | (4) | $ 4 | ||||||||||||
Restricted stock grants (in shares) | 4,162,159 | |||||||||||||
Restricted stock forfeitures | 1 | $ (1) | ||||||||||||
Restricted stock forfeitures (in shares) | (717,505) | |||||||||||||
Class B common stock transferred to Class A common stock | $ 1 | $ (1) | ||||||||||||
Class B common stock transferred to Class A common stock (in shares) | 1,000,000 | (1,000,000) | ||||||||||||
Stock-based compensation | 74,990 | 74,990 | ||||||||||||
Options exercised | 65 | 65 | ||||||||||||
Options exercised (in shares) | 15,500 | |||||||||||||
Foreign currency translation adjustment | (244) | (244) | ||||||||||||
Net loss | (72,037) | (72,037) | ||||||||||||
Balance (in shares) at Mar. 31, 2022 | 117,498,828 | 165,461,786 | [2] | 17,419,260 | 36,856,095 | [2] | ||||||||
Balance at Mar. 31, 2022 | [2] | 104,345 | 670,342 | (563,854) | (2,345) | $ 165 | $ 37 | |||||||
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] | ||||||||
Class B common stock transferred to Class A common stock (in shares) | 5,391,665 | |||||||||||||
Foreign currency translation adjustment | (1,421) | |||||||||||||
Net loss | (227,486) | |||||||||||||
Balance (in shares) at Sep. 30, 2022 | 127,679,117 | 173,957,931 | [3] | 15,632,217 | 32,464,430 | [3] | ||||||||
Balance at Sep. 30, 2022 | [3] | 109,112 | 831,731 | (719,303) | (3,522) | $ 174 | $ 32 | |||||||
Balance at Mar. 31, 2022 | [2] | 104,345 | 670,342 | (563,854) | (2,345) | $ 165 | $ 37 | |||||||
Balance (in shares) at Mar. 31, 2022 | 117,498,828 | 165,461,786 | [2] | 17,419,260 | 36,856,095 | [2] | ||||||||
Shares issued in connection with certain agreements | 3,853 | 3,853 | ||||||||||||
Shares issued in connection with certain agreements (in shares) | 434,237 | |||||||||||||
Restricted stock grants | (3) | $ 3 | ||||||||||||
Restricted stock grants (in shares) | 2,568,346 | |||||||||||||
Restricted stock forfeitures (in shares) | (184,342) | |||||||||||||
Class B common stock transferred to Class A common stock | $ 2 | $ (2) | ||||||||||||
Class B common stock transferred to Class A common stock (in shares) | 1,787,043 | (1,787,043) | ||||||||||||
Restricted stock units vesting (in shares) | 26,932 | |||||||||||||
Stock-based compensation | 83,734 | 83,734 | ||||||||||||
Options exercised | 65 | 65 | ||||||||||||
Options exercised (in shares) | 221,530 | |||||||||||||
Foreign currency translation adjustment | (403) | (403) | ||||||||||||
Shares issued in connection with employee stock purchase plan | 1,320 | 1,320 | ||||||||||||
Shares issued in connection with employee stock purchase plan (in shares) | 196,385 | |||||||||||||
Net loss | (86,009) | (86,009) | ||||||||||||
Balance (in shares) at Jun. 30, 2022 | 122,895,336 | 170,511,917 | [4] | 15,807,217 | 35,069,052 | [4] | ||||||||
Balance at Jun. 30, 2022 | [4] | 106,905 | 759,311 | (649,863) | (2,748) | $ 170 | $ 35 | |||||||
Shares repurchased | (4,310) | (4,309) | $ (1) | |||||||||||
Shares repurchased (in shares) | (569,953) | (569,953) | ||||||||||||
Restricted stock grants | (2) | $ 2 | ||||||||||||
Restricted stock grants (in shares) | 1,481,585 | |||||||||||||
Restricted stock forfeitures (in shares) | (208,367) | |||||||||||||
Class B common stock transferred to Class A common stock | $ 3 | $ (3) | ||||||||||||
Class B common stock transferred to Class A common stock (in shares) | 2,604,622 | (2,604,622) | ||||||||||||
Restricted stock units vesting (in shares) | 96,627 | |||||||||||||
Stock-based compensation | 76,696 | 76,696 | ||||||||||||
Options exercised | 35 | 35 | ||||||||||||
Options exercised (in shares) | 41,500 | |||||||||||||
Foreign currency translation adjustment | (774) | (774) | ||||||||||||
Net loss | (69,440) | (69,440) | ||||||||||||
Balance (in shares) at Sep. 30, 2022 | 127,679,117 | 173,957,931 | [3] | 15,632,217 | 32,464,430 | [3] | ||||||||
Balance at Sep. 30, 2022 | [3] | $ 109,112 | $ 831,731 | $ (719,303) | $ (3,522) | $ 174 | $ 32 | |||||||
[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 117,498,828 outstanding Class A common stock, 17,419,260 outstanding Class B common stock, 47,962,958 unvested Class A restricted stock and 19,436,835 unvested Class B restricted stock. Includes 127,679,117 outstanding Class A common stock, 15,632,217 outstanding Class B common stock, 46,278,814 unvested Class A restricted stock and 16,832,213 unvested Class B restricted stock. Includes 122,895,336 outstanding Class A common stock, 15,807,217 outstanding Class B common stock, 47,616,581 unvested Class A restricted stock and 19,261,835 unvested Class B restricted stock. |
Condensed Unaudited Consolida_6
Condensed Unaudited Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity / (Deficit) (Parenthetical) - shares | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | ||||
Unvested restricted stock | 64,378,429 | 65,208,870 | ||||||||
Class A Common Stock [Member] | ||||||||||
Shares outstanding | 127,679,117 | 122,895,336 | 117,498,828 | 115,456,543 | ||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||||
Shares outstanding | 173,957,931 | [1] | 170,511,917 | [2] | 165,461,786 | [3] | 159,974,847 | [4] | 155,022,167 | 152,270,401 |
Class B Common Stock [Member] | ||||||||||
Shares outstanding | 15,632,217 | 15,807,217 | 17,419,260 | 18,419,260 | ||||||
Class B Common Stock [Member] | Common Stock [Member] | ||||||||||
Shares outstanding | 32,464,430 | [1] | 35,069,052 | [2] | 36,856,095 | [3] | 37,856,095 | [4] | 37,856,095 | 37,856,095 |
Unvested Class A Restricted Stock [Member] | ||||||||||
Unvested restricted stock | 46,278,814 | 47,616,581 | 47,962,958 | 44,518,304 | ||||||
Unvested Class B Restricted Stock [Member] | ||||||||||
Unvested restricted stock | 16,832,213 | 19,261,835 | 19,436,835 | 19,436,835 | ||||||
[1] Includes 127,679,117 outstanding Class A common stock, 15,632,217 outstanding Class B common stock, 46,278,814 unvested Class A restricted stock and 16,832,213 unvested Class B restricted stock. Includes 122,895,336 outstanding Class A common stock, 15,807,217 outstanding Class B common stock, 47,616,581 unvested Class A restricted stock and 19,261,835 unvested Class B restricted stock. Includes 117,498,828 outstanding Class A common stock, 17,419,260 outstanding Class B common stock, 47,962,958 unvested Class A restricted stock and 19,436,835 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 |
Condensed Unaudited Consolida_7
Condensed Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (227,486) | $ (188,425) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 39,448 | 33,135 |
Stock-based compensation | 231,289 | 188,613 |
Gain on debt extinguishment | (10,000) | |
Deferred income taxes | (3,114) | (1,635) |
Change in fair value of warrants and derivative liabilities | 410 | 5,000 |
Others, net | 12,018 | 2,509 |
Change in non-cash working capital (net of acquisitions): | ||
Account receivable | (4,595) | 7,423 |
Prepaid expenses | (489) | (1,917) |
Other current assets | (241) | 4,316 |
Other non-current assets | 150 | (542) |
Deferred revenue | (765) | (1,314) |
Accounts payable | 7,253 | (17,961) |
Accrued expenses and other current liabilities | 1,778 | 2,762 |
Other non-current liabilities | (267) | 1,402 |
Net cash provided by operating activities | 55,389 | 23,366 |
Cash flows from investing activities: | ||
Capital expenditures | (17,165) | (6,883) |
Website and software development costs | (12,820) | (13,421) |
Business and asset acquisitions, net of cash acquired | (9,209) | (2,159) |
Net cash used for investing activities | (39,194) | (22,463) |
Cash flows from financing activities: | ||
Cash paid for acquisition-related liabilities | (2,292) | (64) |
Proceeds from credit facilities, net of issuance costs | 5,625 | 183,311 |
Proceeds from IPO, net of issuance cost | 126,538 | |
Repurchase of shares | (4,310) | (64,468) |
Issuance under employee stock purchase plan | 1,320 | |
Exercise of options | 165 | 110 |
Repayments against the credit facilities | (5,625) | (180,745) |
Net cash (used for) / provided by financing activities | (5,117) | 64,682 |
Effect of exchange rate changes on cash and cash equivalents | (129) | (130) |
Net increase in cash and cash equivalents | 10,949 | 65,455 |
Cash and cash equivalents, beginning of period | 103,859 | 50,725 |
Cash and cash equivalents, end of period | 114,808 | 116,180 |
Supplemental cash flow disclosures including non-cash activities: | ||
Cash paid for interest, net | 4,003 | 5,673 |
Cash paid for income taxes, net | 1,114 | 1,294 |
Liability established in connection with acquisitions | 19,773 | 1,795 |
Capitalized stock-based compensation as website and software development costs | 4,131 | 8,830 |
Shares issued in connection with acquisitions and other agreements | 14,936 | 6,650 |
Dividends on redeemable convertible preferred stock settled in Company's equity | 60,082 | |
Non-cash settlement of warrants and derivative liabilities | 63,100 | |
Non-cash consideration for website and software development costs | $ 981 | $ 45 |
Organization and Background
Organization and Background | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Background | 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 initial public offering (“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 portions of proceeds from the 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 cancelling 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 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 “Warrant 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 its 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 Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies (a) Principles of Consolidation The accompanying condensed unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the condensed unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2021 consolidated financial statements data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2022, the results of operations, comprehensive loss and stockholders’ equity for the three-month and nine-month periods ended September 30, 2022 and 2021, respectively, and cash flows for the nine-month period ended September 30, 2022 and 2021, respectively. The results of operations for the three-month and nine-month periods ended September 30, 2022 and 2021, respectively are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenues and expenses reported during the period. Actual results could differ from estimates. The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended December 31, 2021, which was included in Form 10-K filed with the SEC on February 25, 2022. The accompanying condensed unaudited 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) Revenue Recognition Revenue arises primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customer usage of technology. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration that is expected to be entitled to an exchange for the services. Sales and other taxes collected by the Company in concurrence with the revenue-producing activities are excluded from revenues. The Company enters into certain contracts with its vendors that involve both the purchase and sale of services with a single counterparty. The Company assesses each contract to determine if the revenue and expense should be presented gross or net. The Company recognizes revenue for these contracts to the extent that a standalone selling price is established for distinct services provided. Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $ 3,247 and $ 2,286 as of September 30, 2022 and December 31, 2021, respectively, and are included in the account receivables, net, in the condensed unaudited consolidated balance sheets. Contract liabilities consists of deferred revenues that represent 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 nine months ended September 30, 2022 and 2021, the Company billed and collected $ 13,926 and $ 34,175 in advance, respectively, and recognized $ 14,688 and $ 35,489 respectively, as revenues. As of September 30, 2022 and December 31, 2021, the deferred revenues are $ 6,104 and $ 6,866 , respectively. Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents contracted revenues that have not yet been recognized, which includes unearned revenues and unbilled amounts that will be recognized as revenues in future periods. Transaction price allocated to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes and other market factors. Remaining performance obligations excludes amounts related to professional services contracts that are billed and recognized as the services are provided on a time-and-materials basis. As of September 30, 2022, the Company's remaining performance obligations for the next twelve months and thereafter were approximately $ 45,000 and $ 70,000 , 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 not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be Direct Platform Revenues. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenues. The following table summarizes disaggregation for the three and nine months ended September 30, 2022 and 2021, respectively. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Direct platform revenues 74 % 74 % 78 % 75 % Integrated platform revenues 26 % 26 % 22 % 25 % Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets. (c) 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”), shares purchased under its employee stock purchase plan and stock options granted to the employees, consultants or advisors and non-employee directors, 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 9. Stock-Based Compensation"). The Company accounts for all stock options and restricted shares granted prior to the IPO using a 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 expected life of the option. The fair value of 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 the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation. The Company has issued PSUs to certain employees during the nine months ended September 30, 2022 and during the year ended December 31, 2021. The Company also adopted an ESPP plan during the year ended December 31, 2021 (Refer to "Note 9. Stock-Based Compensation"). The fair value of PSU awards was determined using the Monte Carlo simulation method and for the ESPP plan using the Black-Scholes-Merton model, by a third-party valuation firm engaged by the Company. The Company recognizes the stock-based compensation related to these plans on a straight-line basis over the vesting terms associated with these plans. (d) 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 condensed unaudited consolidated financial statements. Revenues and long-lived assets by geographic region are based on the physical location of the customers being served or the assets and are as follows: Revenues by geographical region consisted of the following; Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 US $ 146,488 $ 108,034 $ 398,418 $ 301,548 International 5,764 7,099 17,403 21,944 Total revenues $ 152,252 $ 115,133 $ 415,821 $ 323,492 Total long-lived assets by geographical region consisted of the following; As of September 30, 2022 December 31, 2021 US $ 42,233 $ 43,023 International 865 645 Total long-lived assets $ 43,098 $ 43,668 (e) Concentration of Credit Risk No customer accounted for more than 10 % of the Company’s total revenues during the nine months ended September 30, 2022 and 2021. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of September 30, 2022 and December 31, 2021, respectively, there was no customer that represented more than 10 % of accounts receivables balance as of each of those dates. The Company continuously monitors whether there is an expected credit loss arising from customers and accordingly make provisions as warranted. New accounting pronouncements Recently adopted: In May 2021, the FASB issued ASU No. 2021-04 Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation- Stock Compensation (Topic 718), and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40)- Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). This amendment provides that for an entity that presents earnings per share (EPS) in accordance with Topic 260, the effects of a modification or an exchange of a freestanding equity-classified written call option that is recognized as a dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. These amendments also require that an entity apply the guidance in Subtopic 470-50 to a modification or an exchange of a freestanding equity-classified written call option that is a part of or directly related to a modification or an exchange of an existing debt. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. This update was effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 on January 01, 2022 . The adoption of this standard did no t have any material impact on the Company's condensed unaudited consolidated financial statements. Not yet adopted: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”). The standard establishes a ROU model that requires a lessee to recognize a right of use (“ROU”) asset and a lease liability on the balance sheet for all leases with a term longer than 12 months (based on the practical expedient provided in the ASU that allows 12 months or less not to be presented on the balance sheet) and requires the disclosure of key information about leasing arrangements. Leases are classified as finance or operating, with classification affecting the subsequent expense pattern and presentation of expense recognition in the income statement. Subsequently, the FASB issued the following standards related to ASU 2016-02: ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842”, ASU 2018-10, “Codification Improvements to Topic 842, Leases”, ASU 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU 2018-11”), ASU 2018-20, “Narrow-Scope Improvements for Lessors” and ASU 2019-01, “Leases (Topic 842): Codification Improvements”, which provided additional guidance and clarity to ASU 2016-02 (collectively, the “Lease Standard”). In 2021, the FASB further released ASU No. 2021-05, Leases (Topic 842) – Lessors – Certain Leases with Variable Lease Payments (“ASU 2021-05”), ASU No. 2021-09, Leased (Topic 842)- Discount Rate for Lessees That Are Not Public Business Entities (“non-PBE”) (“ASU 2021-09”). As per ASU 2020-05, issued by FASB, the new guidance is applicable to a non-PBE from fiscal year beginning after December 15, 2021 and interim periods beginning after December 15, 2022. As of December 31, 2021, the Company holds emerging growth company status, as such it is permitted to use non-PBE adoption of ASC 842 and therefore will present the impact of the new guidance in its annual statement as of December 31, 2022 and interim statements thereafter. The adoption of new guidance is not expected to have a material impact on the Company’s condensed unaudited consolidated statements of operations. Based on its preliminary assessment the Company expects that most of its lease commitments will be recognized as operating leases with right-of-use assets and liabilities of approximately $ 12.0 million to $ 14.0 million as of the date of adoption. 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 new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition, and financial statement disclosures. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01 Reference Rate Reform (Topic 848) (“ASU 2021-01)”. The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU may be applied through December 31, 2022. The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition, and financial statement disclosures. In October 2021, the FASB released 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 Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition, and financial statement disclosures. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 3. Intangible Assets The details of intangible assets and related accumulated amortization are set forth below: As of September 30, 2022 As of December 31, 2021 Gross Accumulated Net Gross Accumulated Net Data supply relationships $ 21,173 $ 6,133 $ 15,040 $ 8,750 $ 1,875 $ 6,875 Tradenames 2,720 2,564 156 2,720 2,171 549 Completed technologies 28,792 21,304 7,488 23,092 17,568 5,524 Customer relationships 71,099 48,182 22,917 65,999 37,984 28,015 Total intangible assets $ 123,784 $ 78,183 $ 45,601 $ 100,561 $ 59,598 $ 40,963 Amortization expense of intangibles for the three and nine months ended September 30, 2022 was $ 6,348 and $ 18,585 , respectively, and for the three and nine months ended September 30, 2021 was $ 5,051 and $ 14,079 , respectively. Weighted average useful life of the unamortized intangibles as of September 30, 2022 was 3.64 years. Based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization expense over the next five years and beyond are as follows: As of September 30, 2022 Year ended December 31, Remaining three months of 2022 $ 5,039 2023 15,727 2024 11,265 2025 5,610 2026 4,161 2027 and thereafter 3,799 Total $ 45,601 |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 4. Goodwill Following is a summary of the carrying value of goodwill: Balance as of January 1, 2022 $ 114,509 Acquisition of ArcaMax 18,548 Foreign currency translation ( 48 ) Balance as of September 30, 2022 $ 133,009 There were no events during the three months ended September 30, 2022 to which an impairment analysis would be warranted. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions | 5. 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 condensed unaudited consolidated balance sheets as of September 30, 2022 and December 31, 2021. (a) ArcaMax Publishing, Inc. (ArcaMax) 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 $ 9,322 , 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 and working capital adjustment of $ 64 , payable in cash. The Company has recorded this transaction based on the preliminary purchase price allocation. Accordingly, the Company has recognized $ 5,100 as customer relationships intangibles, $ 5,700 as completed technologies, $ 18,548 as goodwill, $ 2,810 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. (b) Apptness Media Group, LLC (“Apptness”): On September 30, 2021 , the Company entered into an asset purchase agreement with the sellers of Apptness to acquire its data platform business and hiring certain employees of Apptness who are engaged in the data platform business. This agreement was effective October 1, 2021. Since the assets acquired under the agreement with Apptness meets the definition of a business under ASC 805, Business Combinations, the Company concluded that it represents an acquisition of a business. The Company paid cash consideration of $ 17,934 , issued 3,924,914 Class A common stock with a fair value of $ 23,000 and agreed to pay certain earn-outs valued at $ 7,748 based on the operating performance of the acquired business after the closing date and the Company shall pay such earn-out for a period of three years from the acquisition date in cash and in shares of the Company, and $ 1,396 in cash holdback. During the year ended December 31, 2021, the Company finalized the purchase price allocation for its Apptness acquisition. Accordingly, the Company recognized $ 13,530 as customer relationships intangibles, $ 2,740 as developed technology, $ 60 as database, $ 31,765 as goodwill and $ 1,983 as other net tangible assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 6.31 years. Prior to the acquisition, Apptness operated a digital survey platform that provides comprehensive capabilities to engage consumers on sites across the open web, deliver proprietary insights and audiences to marketers, and providing publishers with new monetization opportunities. Therefore, the Company paid a premium to acquire Apptness assets, which is represented as Goodwill in the above purchase price allocation. The Company incurred $ 153 as acquisition-related expenses related to this acquisition Goodwill acquired by the Company in its Apptness acquisition is deductible for tax purposes. (c) Vital Digital, Corp (“Vital”): On March 3, 2021 , the Company entered into a stock purchase agreement with the sellers of Vital Digital, Corp (“Vital”) to purchase all of the issued and outstanding shares of common stock of Vital. The fair value of the purchase consideration for this transaction is determined as $ 8,950 , with $ 3,400 in cash, 306,748 shares of Series A common stock with a fair value of $ 2,710 , $ 2,262 in earnouts based on the operating performance of the acquired business after the closing date, and $ 578 in cash holdback. During the year ended December 31, 2021, the Company finalized the purchase price allocation for its Vital acquisition. Accordingly, the Company has recognized $ 5,630 as customer relationship intangibles, $ 4,736 as goodwill, $ 1,465 as deferred tax liability and $ 49 as other net assets associated with this acquisition. The Company amortizes the customer relationship over 3 years. Prior to the acquisition, Vital delivered data-driven marketing solutions that were complementary to the Company’s business, and therefore the Company paid a premium to acquire Vital assets, which is represented as Goodwill in the above purchase price allocation. Goodwill acquired by the Company in its Vital acquisition is not deductible for tax purposes. (d) Kinetic Data Solutions, LLC (“Kinetic”): On March 1, 2021 , the Company entered into a merger agreement with the sellers of Kinetic Data Solutions, LLC (“Kinetic”) , an entity controlled by the Chief Executive Officer of the Company, to purchase all of the issued and outstanding stock of Kinetic. The fair value of the purchase consideration was estimated at $ 2,762 . The Company agreed to issue 306,749 shares of Series A common stock with a fair value of $ 2,738 and certain earn-outs of $ 24 based on the operating performance of the acquired business after the closing date. The earn-out was calculated based on the operating performance of the acquired business and the Company shall pay such earn-out for a period of three years from the acquisition date in cash and in restricted shares of the Company. During the year ended December 31, 2021, the Company finalized the purchase price allocation for its Kinetic acquisition. Accordingly, the Company recognized $ 1,600 as customer relationships intangibles, $ 1,579 as goodwill and $ 417 as deferred tax liabilities associated with this acquisition. The Company amortizes the customer relationships over 3 years. Prior to the acquisition, Kinetic was engaged in the business of marketing solutions focused on homeowners. Kinetic had homeowner data that the Company integrated with its proprietary data to enhance its business and therefore paid a premium to acquire Kinetic assets, which is represented as Goodwill in the above purchase price allocation. Goodwill acquired by the Company in its Kinetic acquisition is not deductible for tax purposes. |
Acquisition Related Liabilities
Acquisition Related Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition Related Liabilities [Abstract] | |
Acquisition Related Liabilities | 6. Acquisition Related Liabilities The following is a summary of acquisition related liabilities: eBay CRM Sizmek IgnitionOne Kinetic Vital Apptness ArcaMax 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 period - ( 2,168 ) - ( 205 ) ( 1,105 ) - - ( 3,478 ) Change in fair value of earn-out - 241 - 1,133 488 8,444 1,928 12,234 Balance as of September 30, 2022 $ 8,000 $ - $ 1,360 $ 952 $ 2,223 $ 17,250 $ 9,467 $ 39,252 During the three months and nine months ended September 30, 2022, the businesses acquired by the Company in its Kinetic, Apptness and ArcaMax 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 condensed unaudited consolidated statements of operations and comprehensive loss and others on the condensed unaudited consolidated statements of cash flows. The Company is a party to a litigation matter in relation to certain acquisition related liabilities for its eBay CRM acquisition dated November 2, 2015. The Company has recorded a liability of $ 8,000 as of September 30, 2022 which is still being contested by the Company and in view of the numerous legal, technical and factual issues involved in these lawsuits, the Company may resolve the remaining liabilities in any amount higher or lower than the accruals. On March 10, 2022, the Company entered into a settlement agreement with the sellers of Sizmek to resolve the dispute related to the contingent purchase consideration payable in connection with the Sizmek acquisition made during the year ended December 31, 2019. As such, the Company paid $ 1,085 in cash and issued 100,000 shares of Class A common stock valued at $ 1,083 , during the nine months ended September 30, 2022 . As a result of this settlement, the Company accrued an additional amount of $ 241 during the nine months ended September 30 , 2022, which was recorded as a change in fair value of earn-out under other expenses on the condensed unaudited consolidated statements of operations and comprehensive loss. |
Credit Facilities
Credit Facilities | 9 Months Ended |
Sep. 30, 2022 | |
Line of Credit Facility [Abstract] | |
Credit Facilities | 7. Credit Facilities The Company’s long-term borrowings are as follows: As of September 30, 2022 As of December 31, 2021 Credit facility $ 185,000 $ 185,000 Less: Unamortized deferred financing cost ( 1,132 ) ( 1,387 ) Long-term borrowings $ 183,868 $ 183,613 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. Out of the total available credit facility $ 31,875 remains undrawn as of September 30, 2022. In addition, 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 LIBOR rate of no lower than LIBOR+ 2.125 % and no higher than LIBOR+ 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 nine months ended September 30, 2022 was 3.6 % . 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 nine months ended September 30, 2022, the Company borrowed $ 5,625 against the revolver facility and repaid the same amount against the term loan under the credit facility. The initial debt issuance costs of $ 1,699 incurred in the form of the legal fee, underwriter’s fee, etc., are recognized as a reduction in long-term borrowings in the condensed unaudited 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 September 30, 2022, the applicable total leverage ratio and fixed charge coverage ratio were 3.0 and 1.25 , respectively, and the Company was in compliance with these covenants. As of September 30, 2022, the repayment schedule for the long-term borrowings was as follows: As of September 30, 2022 Year ended December 31, Remaining three months of 2022 $ — 2023 11,250 2024 11,250 2025 16,875 2026 145,625 Total* $ 185,000 *Includes $ 8,438 repayable against the term loan facility within the twelve-month period ending September 30, 2023. 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 condensed unaudited consolidated balance sheets as of September 30, 2022 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies (a) Purchase obligations The Company entered into non-cancellable vendor agreements to purchase services. As of September 30, 2022, the Company was party to outstanding purchase contracts as follows: As of September 30, 2022 Year Ended December 31, Remaining three months of 2022 $ 7,719 2023 35,776 2024 28,290 2025 5,867 2026 1,425 Total $ 79,077 (b) Lease commitments The Company maintains leased offices in the United States of America, United Kingdom, India, Belgium and France. Deferred rent as of September 30, 2022 and December 31, 2021 was $ 2,688 and $ 2,508 , respectively, for these leases and is included in other current liabilities and non-current liabilities on the condensed unaudited consolidated balance sheets. Commitments for the base rents are as follows: As of September 30, 2022 Year Ended December 31, Remaining three months of 2022 $ 859 2023 2,608 2024 2,045 2025 1,846 2026 1,678 2027 and thereafter 3,483 Total $ 12,519 (c) Other contingencies The Company is a party to various litigations 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 effect on the Company’s business, results of operations, financial condition, or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Compensation Stock-based compensation plan In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan and, in 2017, the Company adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”). The Plans permitted 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 occurs, 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. In connection with our 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. All restricted stock, restricted stock units and options granted since the IPO have been granted under the 2021 Plan. In the past, the Company has cancelled certain restricted stock and in connection with such cancellation has issued restricted stock units to the holders of that restricted stock, with the same vesting conditions as the cancelled restricted stock. 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 restricted stock or restricted stock units that were tendered by the holders in the buy-back program for certain restricted stock and restricted stock units were liability classified and as such the expense related to these grants has been recognized based on the settlement price as of the date of IPO. In connection with the other holders, the Company will recognize compensation expense over the modified vesting terms, based on the fair value as of the date of modification. The portion of the awards subject to future service would remain classified as equity awards and expense would be recognized over the remaining future service period. During the nine months ended September 30, 2022, the Company's board of directors approved the modification of the vesting schedule of certain awards granted prior to the IPO. The modification accelerated the vesting of those grants such that certain grants that were scheduled to cliff vest in September and December of 2022, will now vest from July to December of 2022 in equal monthly instalments. Further, there were other modifications which were approved by the Company's board of directors during the nine months ended September 30, 2022, which accelerated the vesting of certain other 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 nine months ended September 30, 2022. The 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 (1) 8,413,274 9.61 Vested ( 8,069,547 ) 10.64 Forfeited (2) ( 1,174,168 ) 10.72 Non-vested as of September 30, 2022 (3) 64,378,429 $ 10.73 (1) During the nine months ended September 30, 2022, the Company granted 8,212,090 restricted stock and 201,184 restricted stock units to its employees, advisors and non-employee directors. (2) During the nine months ended September 30, 2022, 1,110,214 restricted stock and 63,954 restricted stock units were forfeited. (3) Includes 46,278,814 unvested Class A restricted stock, 16,832,213 unvested Class B restricted stock and 1,267,402 unvested restricted stock units as of September 30, 2022. 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, 2021 1,150,893 $ 3.61 5.31 $ 3.89 Exercised ( 31,985 ) 3.29 — — Forfeited ( 231,246 ) 3.96 — — Outstanding options as of December 31, 2021 887,662 $ 3.53 4.19 $ 5.28 Granted 575,250 10.82 Exercised ( 278,530 ) 0.59 Forfeited ( 28,450 ) 10.83 Outstanding options as of September 30, 2022 1,155,932 $ 7.69 6.80 $ ( 0.76 ) 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 $ 7.46 for the options issued during the nine months ended September 30, 2022 using the following assumptions: As of September 30, 2022 Dividend yield 0.0 % Volatility 77.0 % Risk-free rate of interest 2.93 % During the three and nine months ended September 30, 2022, the Company recognized stock-based compensation expense of $ 582 and $ 979 , respectively. Performance Stock Unit (“PSU”) Award On February 23, 2022, the Compensation Committee of the Board of Directors approved the grant of 1,979,500 PSUs under the Company’s 2021 Incentive Award Plan. Upon achievement of the conditions described below, the PSUs could result in the issuance of up to 7,438,500 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, 2022 and ending with, and including, the three month period ending on December 31, 2026. Such number of shares of Class A common stock shall be earned as a percentage of the PSUs granted, 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 Below $ 13.84 $ 13.84 $ 16.34 $ 18.84 $ 22.34 $ 25.34 $ 38.09 Percentage of target PSUs 0 % 25 % 50 % 100 % 150 % 200 % * * The percentage of target PSUs earned at $ 38.09 for each participant ranges between 300 % and 500 %. 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 Incentive Award Plan: Number of Weighted Average Outstanding as of January 1, 2022 1,500,000 $ 1.95 Granted 1,979,500 9.10 Outstanding as of September 30, 2022 3,479,500 $ 6.02 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 $ 9.10 per PSU issued during the nine months ended September 30, 2022 using the following assumptions: As of September 30, 2022 Dividend yield 0.0 % Volatility 78.0 % Risk-free rate of interest * * For each simulation trial, the risk-free rate of interest was estimated based on the treasury securities with a similar term. During the three and nine months ended September 30, 2022, the Company recognized an expense of $ 1,120 and $ 2,783 , respectively, related to the target PSUs. 2021 Employee Stock Purchase Plan (“ESPP”) On July 28, 2021, the Compensation Committee of the Board of Directors approved the Company’s first offering period under the ESPP, which commenced on August 1, 2021 and ended November 30, 2021. Following the end of the first offering period, the ESPP shall have 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 occurring six months later, as applicable. During the nine months ended September 30, 2022, the Company issued 196,385 shares of Class A common stock related to the ESPP offering that ended on May 31, 2022. During the three and nine months ended September 30, 2022, the Company recognized an expense of $ 504 and $ 1,294 , respectively, related to the five months of offering that ended on May 31, 2022 and four months of the offering that commenced on June 1, 2022. The fair value of the offering that commenced on June 1, 2022 was estimated at $ 3.44 per share, and expected to result in an issuance of approximately 291,900 shares of Class A common stock under this offering that will end on November 30, 2022. Unrecognized compensation expense The Company has $ 396,366 of unrecognized compensation expense related to its 64,378,429 unvested restricted stock and restricted stock units, 3,479,500 performance stock units, 546,800 unvested options and 291,900 shares of Class A common stock to be issued under the ESPP. This unrecognized stock-based compensation will be recognized over a weighted average period of 1.11 years. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 10. 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 three months ended September 30, 2022, the Company repurchased 569,953 shares for a value of $ 4,310 , including shares repurchased in conjunction with tax withholdings for the executives. As of September 30, 2022, approximately $ 45,690 worth of shares remained available for purchase under this discretionary plan. Conversion of Common Class B to Class A During the three and nine months ended September 30, 2022, respectively, 2,604,622 and 5,391,665 shares of Class B common stock 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 nine months ended September 30, 2022, the Company issued 926,785 shares of Class A common stock valued at $ 10,000 for the ArcaMax acquisition and 12,931 shares of Class A common stock valued at $ 103 for the earnout payments related to its Kinetic acquisition. During the nine months ended September 30, 2022, the Company also issued 521,306 shares of Class A common stock valued at $ 4,833 pursuant to certain agreements. Out of these, certain shares had a stock price downward protection right accordingly, this right was accounted as a derivative liability as of June 30, 2022 fair valued at $ 985 . This derivative was settled during the three months ended on September 30, 2022 for $ 410 , which is included in the other current liabilities on the unaudited condensed consolidated balance sheets as of September 30, 2022. |
Fair Value Disclosures
Fair Value Disclosures | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 11. 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. 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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 91,034 $ — $ — $ 91,034 Total assets measured at fair value $ 91,034 $ — $ — $ 91,034 Liabilities Acquisition-related liabilities $ — $ — $ 39,252 $ 39,252 Total liabilities measured at fair value $ — $ — $ 39,252 $ 39,252 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 8,564 $ — $ — $ 8,564 Total assets measured at fair value $ 8,564 $ — $ — $ 8,564 Liabilities Acquisition-related liabilities $ — $ — $ 22,957 $ 22,957 Total liabilities measured at fair value $ — $ — $ 22,957 $ 22,957 * 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 nine months ended September 30, 2022: Acquisition Balance as of January 1, 2022 $ 22,957 Additions, net of payments 4,061 Change in fair value 12,234 Balance as of September 30, 2022 $ 39,252 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, etc. 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 | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 12. Related Party Transactions 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 $ 55 and $ 166 for the three and nine months ended September 30, 2022, respectively, and $ 49 and $ 211 for the three and nine months ended September 30, 2021, respectively, was recognized as direct cost of revenues in the condensed unaudited consolidated statements of operations and comprehensive loss. As of September 30, 2022 and December 31, 2021, the Company had outstanding payables of $ 38 and $ 20 , respectively, to CMS and included in the “accounts payable and accrued expenses” in the condensed unaudited consolidated balance sheets. Prior to the acquisition, Kinetic Data Solutions, LLC (“Kinetic”) was an entity in which Caivis Group was the majority shareholder. On September 9, 2020, the Company entered into an agreement with Kinetic, wherein the Company appointed Kinetic as a reseller of its email marketing services to Kinetic’s customers. The Company recognized revenues of $ 129 during the three months ended March 31, 2021. There were no outstanding amounts from Kinetic as of September 30, 2022 and December 31, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The Company’s income tax provision consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. For the interim period ended September 30, 2022, the Company utilized the annual effective tax rate methodology to determine its income tax provision. For the interim period ended September 30, 2021, the Company departed from the annual effective tax rate methodology and computed its income tax provision using a discrete method. The use of the discrete method was made in accordance with authoritative accounting guidance, which allows for the use of a discrete method when there are significant changes to the projected annual effective tax rate as a result of minor adjustments to projected pre-tax earnings. For the three and nine months ended September 30, 2022, the Company recorded an income tax provision of $ 896 and income tax benefit of $ 1,360 , respectively. The effective tax rate for the three months ended September 30, 2022 was negative 1.31 % on a pre-tax loss of $ 68,544 and 0.59 % on a pre-tax loss of $ 228,846 , for the nine months ended September 30, 2022. For the three and nine months ended September 30, 2021, the Company recorded an income tax provision of $ 428 and an income tax benefit of $ 565 , respectively. The effective tax rate for the three months ended September 30, 2021 was negative 0.62 % on a pre-tax loss of $ 68,701 and 0.30 % on a pre-tax loss of $ 188,990 , for the nine months ended September 30, 2021. The effective tax rate differs from the U.S. statutory rate primarily related to limited tax benefit recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets. |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 14. 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, including redeemable convertible preferred stock, outstanding stock options, warrants, to the extent dilutive, and reduced by the amount of cumulative dividends earned on the preferred shares. However, the unvested restricted stock, restricted stock units and performance stock units as of September 30, 2022 and 2021 of 67,857,929 and 65,860,347 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: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss $( 69,440 ) $( 69,129 ) $( 227,486 ) $( 188,425 ) Cumulative redeemable convertible preferred stock dividends — — — 7,060 Numerator for Basic and Dilutive loss per share - loss available to common stockholders $( 69,440 ) $( 69,129 ) $( 227,486 ) $( 195,485 ) Denominator: Class A common stock 124,920,063 111,312,720 119,953,034 50,027,683 Class B common stock 15,674,065 18,419,260 16,840,238 7,300,725 Series A common stock — — 14,420,964 Series B common stock — — 1,664,380 Warrants — — 1,899,768 Denominator for Basic and Dilutive loss per share-weighted-average common stock 140,594,128 129,731,980 136,793,272 75,313,520 Basic loss per share $( 0.49 ) $( 0.53 ) $( 1.66 ) $( 2.60 ) Dilutive loss per share $( 0.49 ) $( 0.53 ) $( 1.66 ) $( 2.60 ) Since the Company was in a net loss position for all periods presented, basic loss per share calculation excludes redeemable convertible preferred stock as it does not participate in net losses of the Company. Additionally, net loss per share attributable to common stockholders was the same on a basic and diluted basis, as the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Anti-dilutive weighted-average common equivalent shares were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Options 1,201,964 923,750 1,081,654 923,750 Restricted stock and restricted stock units 67,303,354 64,360,347 67,329,282 64,360,347 Performance stock units 3,479,500 1,500,000 3,087,951 1,500,000 |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of Consolidation The accompanying condensed unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the condensed unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2021 consolidated financial statements data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of September 30, 2022, the results of operations, comprehensive loss and stockholders’ equity for the three-month and nine-month periods ended September 30, 2022 and 2021, respectively, and cash flows for the nine-month period ended September 30, 2022 and 2021, respectively. The results of operations for the three-month and nine-month periods ended September 30, 2022 and 2021, respectively are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenues and expenses reported during the period. Actual results could differ from estimates. The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended December 31, 2021, which was included in Form 10-K filed with the SEC on February 25, 2022. The accompanying condensed unaudited 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. |
Revenue Recognition | (b) Revenue Recognition Revenue arises primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customer usage of technology. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration that is expected to be entitled to an exchange for the services. Sales and other taxes collected by the Company in concurrence with the revenue-producing activities are excluded from revenues. The Company enters into certain contracts with its vendors that involve both the purchase and sale of services with a single counterparty. The Company assesses each contract to determine if the revenue and expense should be presented gross or net. The Company recognizes revenue for these contracts to the extent that a standalone selling price is established for distinct services provided. Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $ 3,247 and $ 2,286 as of September 30, 2022 and December 31, 2021, respectively, and are included in the account receivables, net, in the condensed unaudited consolidated balance sheets. Contract liabilities consists of deferred revenues that represent 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 nine months ended September 30, 2022 and 2021, the Company billed and collected $ 13,926 and $ 34,175 in advance, respectively, and recognized $ 14,688 and $ 35,489 respectively, as revenues. As of September 30, 2022 and December 31, 2021, the deferred revenues are $ 6,104 and $ 6,866 , respectively. Remaining Performance Obligations Transaction price allocated to the remaining performance obligations represents contracted revenues that have not yet been recognized, which includes unearned revenues and unbilled amounts that will be recognized as revenues in future periods. Transaction price allocated to the remaining performance obligations is influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. Unbilled portions of the remaining performance obligations are subject to future economic risks including bankruptcies, regulatory changes and other market factors. Remaining performance obligations excludes amounts related to professional services contracts that are billed and recognized as the services are provided on a time-and-materials basis. As of September 30, 2022, the Company's remaining performance obligations for the next twelve months and thereafter were approximately $ 45,000 and $ 70,000 , 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 not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be Direct Platform Revenues. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenues. The following table summarizes disaggregation for the three and nine months ended September 30, 2022 and 2021, respectively. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Direct platform revenues 74 % 74 % 78 % 75 % Integrated platform revenues 26 % 26 % 22 % 25 % Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets. |
Stock-based compensation and other stock-based payments: | (c) 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”), shares purchased under its employee stock purchase plan and stock options granted to the employees, consultants or advisors and non-employee directors, 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 9. Stock-Based Compensation"). The Company accounts for all stock options and restricted shares granted prior to the IPO using a 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 expected life of the option. The fair value of 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 the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation. The Company has issued PSUs to certain employees during the nine months ended September 30, 2022 and during the year ended December 31, 2021. The Company also adopted an ESPP plan during the year ended December 31, 2021 (Refer to "Note 9. Stock-Based Compensation"). The fair value of PSU awards was determined using the Monte Carlo simulation method and for the ESPP plan using the Black-Scholes-Merton model, by a third-party valuation firm engaged by the Company. The Company recognizes the stock-based compensation related to these plans on a straight-line basis over the vesting terms associated with these plans. |
Segments | (d) 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 condensed unaudited consolidated financial statements. Revenues and long-lived assets by geographic region are based on the physical location of the customers being served or the assets and are as follows: Revenues by geographical region consisted of the following; Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 US $ 146,488 $ 108,034 $ 398,418 $ 301,548 International 5,764 7,099 17,403 21,944 Total revenues $ 152,252 $ 115,133 $ 415,821 $ 323,492 Total long-lived assets by geographical region consisted of the following; As of September 30, 2022 December 31, 2021 US $ 42,233 $ 43,023 International 865 645 Total long-lived assets $ 43,098 $ 43,668 |
Concentration of Credit Risk | (e) Concentration of Credit Risk No customer accounted for more than 10 % of the Company’s total revenues during the nine months ended September 30, 2022 and 2021. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of September 30, 2022 and December 31, 2021, respectively, there was no customer that represented more than 10 % of accounts receivables balance as of each of those dates. The Company continuously monitors whether there is an expected credit loss arising from customers and accordingly make provisions as warranted. |
New accounting pronouncements Recently adopted | Recently adopted: In May 2021, the FASB issued ASU No. 2021-04 Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation- Stock Compensation (Topic 718), and Derivatives and Hedging- Contracts in Entity’s Own Equity (Subtopic 815-40)- Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). This amendment provides that for an entity that presents earnings per share (EPS) in accordance with Topic 260, the effects of a modification or an exchange of a freestanding equity-classified written call option that is recognized as a dividend should be an adjustment to net income (or net loss) in the basic EPS calculation. These amendments also require that an entity apply the guidance in Subtopic 470-50 to a modification or an exchange of a freestanding equity-classified written call option that is a part of or directly related to a modification or an exchange of an existing debt. An entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option to compensate for goods or services in accordance with the guidance in Topic 718, Compensation—Stock Compensation. This update was effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU 2021-04 on January 01, 2022 . The adoption of this standard did no t have any material impact on the Company's condensed unaudited consolidated financial statements. |
New accounting pronouncements Not yet adopted | Not yet adopted: In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” (“ASU 2016-02”). The standard establishes a ROU model that requires a lessee to recognize a right of use (“ROU”) asset and a lease liability on the balance sheet for all leases with a term longer than 12 months (based on the practical expedient provided in the ASU that allows 12 months or less not to be presented on the balance sheet) and requires the disclosure of key information about leasing arrangements. Leases are classified as finance or operating, with classification affecting the subsequent expense pattern and presentation of expense recognition in the income statement. Subsequently, the FASB issued the following standards related to ASU 2016-02: ASU 2018-01, “Land Easement Practical Expedient for Transition to Topic 842”, ASU 2018-10, “Codification Improvements to Topic 842, Leases”, ASU 2018-11, “Leases (Topic 842): Targeted Improvements” (“ASU 2018-11”), ASU 2018-20, “Narrow-Scope Improvements for Lessors” and ASU 2019-01, “Leases (Topic 842): Codification Improvements”, which provided additional guidance and clarity to ASU 2016-02 (collectively, the “Lease Standard”). In 2021, the FASB further released ASU No. 2021-05, Leases (Topic 842) – Lessors – Certain Leases with Variable Lease Payments (“ASU 2021-05”), ASU No. 2021-09, Leased (Topic 842)- Discount Rate for Lessees That Are Not Public Business Entities (“non-PBE”) (“ASU 2021-09”). As per ASU 2020-05, issued by FASB, the new guidance is applicable to a non-PBE from fiscal year beginning after December 15, 2021 and interim periods beginning after December 15, 2022. As of December 31, 2021, the Company holds emerging growth company status, as such it is permitted to use non-PBE adoption of ASC 842 and therefore will present the impact of the new guidance in its annual statement as of December 31, 2022 and interim statements thereafter. The adoption of new guidance is not expected to have a material impact on the Company’s condensed unaudited consolidated statements of operations. Based on its preliminary assessment the Company expects that most of its lease commitments will be recognized as operating leases with right-of-use assets and liabilities of approximately $ 12.0 million to $ 14.0 million as of the date of adoption. 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 new guidance will be adopted by the Company for the annual reporting period beginning January 1, 2023, including interim periods within that annual reporting period. The standard will apply as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition, and financial statement disclosures. In March 2020, the FASB issued ASU No. 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. In January 2021, the FASB issued ASU No. 2021-01 Reference Rate Reform (Topic 848) (“ASU 2021-01)”. The amendments in this update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU may be applied through December 31, 2022. The Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition, and financial statement disclosures. In October 2021, the FASB released 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 Company does not expect adoption of this new guidance to have a material impact on its results of operations, financial condition, and financial statement disclosures. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Disaggregation of Revenue | The following table summarizes disaggregation for the three and nine months ended September 30, 2022 and 2021, respectively. Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Direct platform revenues 74 % 74 % 78 % 75 % Integrated platform revenues 26 % 26 % 22 % 25 % |
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; Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 US $ 146,488 $ 108,034 $ 398,418 $ 301,548 International 5,764 7,099 17,403 21,944 Total revenues $ 152,252 $ 115,133 $ 415,821 $ 323,492 Total long-lived assets by geographical region consisted of the following; As of September 30, 2022 December 31, 2021 US $ 42,233 $ 43,023 International 865 645 Total long-lived assets $ 43,098 $ 43,668 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: As of September 30, 2022 As of December 31, 2021 Gross Accumulated Net Gross Accumulated Net Data supply relationships $ 21,173 $ 6,133 $ 15,040 $ 8,750 $ 1,875 $ 6,875 Tradenames 2,720 2,564 156 2,720 2,171 549 Completed technologies 28,792 21,304 7,488 23,092 17,568 5,524 Customer relationships 71,099 48,182 22,917 65,999 37,984 28,015 Total intangible assets $ 123,784 $ 78,183 $ 45,601 $ 100,561 $ 59,598 $ 40,963 |
Summary of Total Estimated Future Amortization Expense | Based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization expense over the next five years and beyond are as follows: As of September 30, 2022 Year ended December 31, Remaining three months of 2022 $ 5,039 2023 15,727 2024 11,265 2025 5,610 2026 4,161 2027 and thereafter 3,799 Total $ 45,601 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill Disclosure [Abstract] | |
Summary of Goodwill | Following is a summary of the carrying value of goodwill: Balance as of January 1, 2022 $ 114,509 Acquisition of ArcaMax 18,548 Foreign currency translation ( 48 ) Balance as of September 30, 2022 $ 133,009 |
Acquisition Related Liabiliti_2
Acquisition Related Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Acquisition Related Liabilities [Abstract] | |
Schedule of Acquisition Related Liabilities | The following is a summary of acquisition related liabilities: eBay CRM Sizmek IgnitionOne Kinetic Vital Apptness ArcaMax 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 period - ( 2,168 ) - ( 205 ) ( 1,105 ) - - ( 3,478 ) Change in fair value of earn-out - 241 - 1,133 488 8,444 1,928 12,234 Balance as of September 30, 2022 $ 8,000 $ - $ 1,360 $ 952 $ 2,223 $ 17,250 $ 9,467 $ 39,252 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Line of Credit Facility [Abstract] | |
Schedule Of Long-Term Borrowings | The Company’s long-term borrowings are as follows: As of September 30, 2022 As of December 31, 2021 Credit facility $ 185,000 $ 185,000 Less: Unamortized deferred financing cost ( 1,132 ) ( 1,387 ) Long-term borrowings $ 183,868 $ 183,613 |
Summary of Maturities of Long-term Debt | As of September 30, 2022, the repayment schedule for the long-term borrowings was as follows: As of September 30, 2022 Year ended December 31, Remaining three months of 2022 $ — 2023 11,250 2024 11,250 2025 16,875 2026 145,625 Total* $ 185,000 *Includes $ 8,438 repayable against the term loan facility within the twelve-month period ending September 30, 2023. 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 condensed unaudited consolidated balance sheets as of September 30, 2022 . |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Long-term Purchase Commitment | The Company entered into non-cancellable vendor agreements to purchase services. As of September 30, 2022, the Company was party to outstanding purchase contracts as follows: As of September 30, 2022 Year Ended December 31, Remaining three months of 2022 $ 7,719 2023 35,776 2024 28,290 2025 5,867 2026 1,425 Total $ 79,077 |
Schedule of Commitments For The Base Rents | Commitments for the base rents are as follows: As of September 30, 2022 Year Ended December 31, Remaining three months of 2022 $ 859 2023 2,608 2024 2,045 2025 1,846 2026 1,678 2027 and thereafter 3,483 Total $ 12,519 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 | The 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 (1) 8,413,274 9.61 Vested ( 8,069,547 ) 10.64 Forfeited (2) ( 1,174,168 ) 10.72 Non-vested as of September 30, 2022 (3) 64,378,429 $ 10.73 (1) During the nine months ended September 30, 2022, the Company granted 8,212,090 restricted stock and 201,184 restricted stock units to its employees, advisors and non-employee directors. (2) During the nine months ended September 30, 2022, 1,110,214 restricted stock and 63,954 restricted stock units were forfeited. (3) Includes 46,278,814 unvested Class A restricted stock, 16,832,213 unvested Class B restricted stock and 1,267,402 unvested restricted stock units as of September 30, 2022. |
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, 2021 1,150,893 $ 3.61 5.31 $ 3.89 Exercised ( 31,985 ) 3.29 — — Forfeited ( 231,246 ) 3.96 — — Outstanding options as of December 31, 2021 887,662 $ 3.53 4.19 $ 5.28 Granted 575,250 10.82 Exercised ( 278,530 ) 0.59 Forfeited ( 28,450 ) 10.83 Outstanding options as of September 30, 2022 1,155,932 $ 7.69 6.80 $ ( 0.76 ) |
Summary of Share-based Compensation Arrangements by Share-based Payment Award | 20 Day VWAP of Class A common Below $ 13.84 $ 13.84 $ 16.34 $ 18.84 $ 22.34 $ 25.34 $ 38.09 Percentage of target PSUs 0 % 25 % 50 % 100 % 150 % 200 % * |
Summary of Performance Stock Unit Award Activity | Following is the summary of PSUs under the Company’s 2021 Incentive Award Plan: Number of Weighted Average Outstanding as of January 1, 2022 1,500,000 $ 1.95 Granted 1,979,500 9.10 Outstanding as of September 30, 2022 3,479,500 $ 6.02 |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Stock Options Valuation Assumptions | As of September 30, 2022 Dividend yield 0.0 % Volatility 77.0 % Risk-free rate of interest 2.93 % |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Based Compensation Performance Shares Award Valuation Assumptions | As of September 30, 2022 Dividend yield 0.0 % Volatility 78.0 % Risk-free rate of interest * * For each simulation trial, the risk-free rate of interest was estimated based on the treasury securities with a similar term. |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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 September 30, 2022 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 91,034 $ — $ — $ 91,034 Total assets measured at fair value $ 91,034 $ — $ — $ 91,034 Liabilities Acquisition-related liabilities $ — $ — $ 39,252 $ 39,252 Total liabilities measured at fair value $ — $ — $ 39,252 $ 39,252 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 8,564 $ — $ — $ 8,564 Total assets measured at fair value $ 8,564 $ — $ — $ 8,564 Liabilities Acquisition-related liabilities $ — $ — $ 22,957 $ 22,957 Total liabilities measured at fair value $ — $ — $ 22,957 $ 22,957 * Includes cash invested by the Company in certain money market accounts with a financial institution. |
Summary of Reconciliations of Changes In The Fair Value of The Liabilities | The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the nine months ended September 30, 2022: Acquisition Balance as of January 1, 2022 $ 22,957 Additions, net of payments 4,061 Change in fair value 12,234 Balance as of September 30, 2022 $ 39,252 |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
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: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Numerator: Net loss $( 69,440 ) $( 69,129 ) $( 227,486 ) $( 188,425 ) Cumulative redeemable convertible preferred stock dividends — — — 7,060 Numerator for Basic and Dilutive loss per share - loss available to common stockholders $( 69,440 ) $( 69,129 ) $( 227,486 ) $( 195,485 ) Denominator: Class A common stock 124,920,063 111,312,720 119,953,034 50,027,683 Class B common stock 15,674,065 18,419,260 16,840,238 7,300,725 Series A common stock — — 14,420,964 Series B common stock — — 1,664,380 Warrants — — 1,899,768 Denominator for Basic and Dilutive loss per share-weighted-average common stock 140,594,128 129,731,980 136,793,272 75,313,520 Basic loss per share $( 0.49 ) $( 0.53 ) $( 1.66 ) $( 2.60 ) Dilutive loss per share $( 0.49 ) $( 0.53 ) $( 1.66 ) $( 2.60 ) |
Schedule of Anti-Dilutive Common Equivalent Shares | Anti-dilutive weighted-average common equivalent shares were as follows: Three months ended September 30, Nine months ended September 30, 2022 2021 2022 2021 Options 1,201,964 923,750 1,081,654 923,750 Restricted stock and restricted stock units 67,303,354 64,360,347 67,329,282 64,360,347 Performance stock units 3,479,500 1,500,000 3,087,951 1,500,000 |
Organization and Background - A
Organization and Background - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Jun. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Product Information [Line Items] | ||||
Proceeds from initial public offering | $ 126,538,000 | |||
Other offering costs and reimbursements | $ 6,200,000 | |||
Preferred stock, shares authorized | 200,000,000 | |||
Preferred stock par value | $ 0.001 | |||
Common Class A [Member] | ||||
Product Information [Line Items] | ||||
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 | 173,957,931 | 159,974,847 | |
Stock issued during period, shares conversion of units | 73,813,713 | |||
Share issued in exercise of warrants | 8,360,331 | |||
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 | 32,464,430 | 37,856,095 | |
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 | $ 132,700,000 | |||
IPO [Member] | Restricted Series A Common Stock [Member] | ||||
Product Information [Line Items] | ||||
Shares Vested | 8,734,893 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) Segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2022 USD ($) | |
Accounting Policies [Line Items] | ||||
Contract assets | $ 3,247 | $ 2,286 | ||
Amount billed and collected in advance | 13,926 | $ 34,175 | ||
Revenue recognised out of advance receipt | 14,688 | $ 35,489 | ||
Deferred revenue | $ 6,104 | $ 6,866 | ||
Number of operating segments | Segment | 1 | |||
Concentration risk percentage | 10% | |||
Forecast [Member] | ||||
Accounting Policies [Line Items] | ||||
Operating lease, liability, noncurrent | $ 14,000 | |||
Operating lease, right-of-use asset | $ 12,000 | |||
Accounts Receivable [Member] | ||||
Accounting Policies [Line Items] | ||||
Concentration risk percentage | 10% | 10% | ||
Accounting Standards Update 2021-04 [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 | |||
Change in accounting principle, accounting standards update, immaterial effect | true |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information 1 (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-10-01 | |
Accounting Policies [Line Items] | |
Revenue, remaining performance obligation, amount | $ 45,000 |
Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-01-01 | |
Accounting Policies [Line Items] | |
Revenue, remaining performance obligation, amount | $ 70,000 |
Revenue, remaining performance obligation, expected timing of satisfaction, period |
Basis of Presentation and Sum_6
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Detail) - Revenue, Product and Service Benchmark [Member] - Product Concentration Risk [Member] | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Direct Platform Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 74% | 74% | 78% | 75% |
Integrated Platform Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 26% | 26% | 22% | 25% |
Basis of Presentation and Sum_7
Basis of Presentation and Summary of 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 | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | $ 152,252 | $ 115,133 | $ 415,821 | $ 323,492 | |
Operating Segments [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 152,252 | 115,133 | 415,821 | 323,492 | |
Long-lived assets | 43,098 | 43,098 | $ 43,668 | ||
Operating Segments [Member] | US [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 146,488 | 108,034 | 398,418 | 301,548 | |
Long-lived assets | 42,233 | 42,233 | 43,023 | ||
Operating Segments [Member] | International [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Revenues | 5,764 | $ 7,099 | 17,403 | $ 21,944 | |
Long-lived assets | $ 865 | $ 865 | $ 645 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | $ 123,784 | $ 100,561 |
Accumulated amortization | 78,183 | 59,598 |
Total | 45,601 | 40,963 |
Data supply relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 21,173 | 8,750 |
Accumulated amortization | 6,133 | 1,875 |
Total | 15,040 | 6,875 |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 2,720 | 2,720 |
Accumulated amortization | 2,564 | 2,171 |
Total | 156 | 549 |
Completed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 28,792 | 23,092 |
Accumulated amortization | 21,304 | 17,568 |
Total | 7,488 | 5,524 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 71,099 | 65,999 |
Accumulated amortization | 48,182 | 37,984 |
Total | $ 22,917 | $ 28,015 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 6,348 | $ 5,051 | $ 18,585 | $ 14,079 |
Weighted average useful life of the unamortized intangibles | 3 years 7 months 20 days |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Total Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remaining three months of 2022 | $ 5,039 | |
2023 | 15,727 | |
2024 | 11,265 | |
2025 | 5,610 | |
2026 | 4,161 | |
2027 and thereafter | 3,799 | |
Total | $ 45,601 | $ 40,963 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill [Line Items] | |
Balance as of January 1, 2022 | $ 114,509 |
Foreign currency translation | (48) |
Balance as of September 30, 2022 | 133,009 |
ArcaMax [Member] | |
Goodwill [Line Items] | |
Acquisition | $ 18,548 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Mar. 11, 2022 USD ($) Newsletter shares | Mar. 03, 2021 USD ($) shares | Mar. 01, 2021 USD ($) shares | Oct. 31, 2021 USD ($) shares | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Oct. 01, 2021 USD ($) | |
Business Acquisition, Date of Acquisition Agreement | |||||||||
Recognized of customer relationships as goodwill | $ 133,009 | $ 114,509 | |||||||
Acquisition related expenses | $ 480 | $ 344 | $ 1,516 | ||||||
Kinetic Data Solutions, LLC [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business combination, purchase consideration | $ 2,762 | ||||||||
Recognized of customer relationships intangibles | 1,600 | ||||||||
Recognized of customer relationships as goodwill | 1,579 | ||||||||
Recognized customer relationships as deferred tax liabilities | $ 417 | ||||||||
Date of agreement | Mar. 01, 2021 | ||||||||
Name of acquired entity | Kinetic Data Solutions, LLC (“Kinetic”) | ||||||||
Earnouts based on the operating performance | $ 24 | ||||||||
Kinetic Data Solutions, LLC [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Finite lived intangible assets useful lives | 3 years | ||||||||
Kinetic Data Solutions, LLC [Member] | Series A Common Stock [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business acquisition, number of shares | shares | 306,749 | ||||||||
Business combination, fair value | $ 2,738 | ||||||||
Vital Digital, Corp [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business combination, purchase consideration | $ 8,950 | ||||||||
Recognized of customer relationships intangibles | 5,630 | ||||||||
Recognized of customer relationships as goodwill | 4,736 | ||||||||
Recognized customer relationships as deferred tax liabilities | $ 1,465 | ||||||||
Date of agreement | Mar. 03, 2021 | ||||||||
Name of acquired entity | Vital Digital, Corp (“Vital”) | ||||||||
Earnouts based on the operating performance | $ 2,262 | ||||||||
Business combination, cash holdback | 578 | ||||||||
Other net assets | 49 | ||||||||
Payments to acquire businesses in cash | $ 3,400 | ||||||||
Vital Digital, Corp [Member] | Customer Relationships [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Finite lived intangible assets useful lives | 3 years | ||||||||
Vital Digital, Corp [Member] | Series A Common Stock [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business acquisition, number of shares | shares | 306,748 | ||||||||
Business combination, fair value | $ 2,710 | ||||||||
Apptness Media Group, LLC | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Recognized of customer relationships intangibles | $ 13,530 | ||||||||
Recognized of customer relationships as goodwill | 31,765 | ||||||||
Finite lived intangible assets useful lives | 6 years 3 months 21 days | ||||||||
Acquisition related expenses | $ 153 | ||||||||
Date of agreement | Sep. 30, 2021 | ||||||||
Name of acquired entity | Apptness | ||||||||
Payments made during the year | $ 17,934 | ||||||||
Earnouts based on the operating performance | 7,748 | ||||||||
Business combination, cash holdback | 1,396 | ||||||||
Apptness Media Group, LLC | Developed Technology [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 2,740 | ||||||||
Apptness Media Group, LLC | Database [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | 60 | ||||||||
Apptness Media Group, LLC | Property, Plant and Equipment, Other Types [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 1,983 | ||||||||
Apptness Media Group, LLC | Series A Common Stock [Member] | |||||||||
Business Acquisition, Date of Acquisition Agreement | |||||||||
Business acquisition, number of shares | shares | 3,924,914 | ||||||||
Business combination, fair value | $ 23,000 | ||||||||
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 | 18,548 | ||||||||
Recognized customer relationships as deferred tax liabilities | $ 2,810 | ||||||||
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 | $ 9,322 | ||||||||
Earnouts based on the operating performance | 6,577 | ||||||||
Business combination, cash holdback | 962 | ||||||||
Business combination working capital adjustment | 64 | ||||||||
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) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2022 | $ 22,957 |
Additions | 7,539 |
Payments made during the period | (3,478) |
Change in fair value of earn-out | 12,234 |
Balance as of September 30, 2022 | 39,252 |
eBay CRM [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2022 | 8,000 |
Balance as of September 30, 2022 | 8,000 |
Sizmek [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2022 | 1,927 |
Additions | 241 |
Payments made during the period | (2,168) |
Change in fair value of earn-out | 241 |
IgnitionOne [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2022 | 1,360 |
Balance as of September 30, 2022 | 1,360 |
Kinetic Data Solutions, LLC [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2022 | 24 |
Payments made during the period | (205) |
Change in fair value of earn-out | 1,133 |
Balance as of September 30, 2022 | 952 |
Vital Digital, Corp [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2022 | 2,840 |
Payments made during the period | (1,105) |
Change in fair value of earn-out | 488 |
Balance as of September 30, 2022 | 2,223 |
Apptness Media Group, LLC [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2022 | 8,806 |
Change in fair value of earn-out | 8,444 |
Balance as of September 30, 2022 | 17,250 |
ArcaMax [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Additions | 7,539 |
Change in fair value of earn-out | 1,928 |
Balance as of September 30, 2022 | $ 9,467 |
Acquisition Related Liabiliti_4
Acquisition Related Liabilities - Additional Information (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) shares | |
Schedule of acquisition related liabilities [Line Items] | |
Additions | $ 7,539 |
eBay CRM [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Business combination liabilities from contingencies | 8,000 |
Sizmek [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Additions | 241 |
Sizmek [Member] | Class A Common Stock | |
Schedule of acquisition related liabilities [Line Items] | |
Business combination final contingent consideration payable in cash | 1,085 |
Business combination, fair value | $ 1,083 |
Business combination contingent consideration equity interests issuable shares | shares | 100,000 |
Credit Facilities - Summary of
Credit Facilities - Summary of Long-Term Borrowings (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Line of Credit Facility [Line Items] | |||
Total borrowings | [1] | $ 185,000 | |
Less:Unamortized deferred financing cost | (1,132) | $ (1,387) | |
Long term borrowings | 183,868 | 183,613 | |
Credit facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Total borrowings | $ 185,000 | $ 185,000 | |
[1] *Includes $ 8,438 repayable against the term loan facility within the twelve-month period ending September 30, 2023. 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 condensed unaudited consolidated balance sheets as of September 30, 2022 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Feb. 03, 2021 | |
Line of Credit Facility [Line Items] | ||
Total leverage ratio | 3 | |
Fixed charge coverage ratio | 1.25 | |
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 | $ 222,500 | |
Debt issuance costs | $ 1,699 | |
Debt instrument, maturity date | Feb. 03, 2026 | |
Line of credit facility, current borrowing capacity | $ 37,500 | |
Line of credit facility, remaining borrowing capacity | $ 31,875 | |
Debt instrument, interest rate during period | 3.60% | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Long-term line of credit | $ 5,625 | |
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 | |
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest charged on outstanding balance, Interest rate | 2.625% | |
London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, interest rate description | LIBOR+2.625% | |
London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit facility, interest rate description | LIBOR+2.125 | |
London Interbank Offered Rate (LIBOR) [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 | Sep. 30, 2022 USD ($) | |
Line of Credit Facility [Abstract] | ||
Remaining three months of 2022 | $ 0 | |
2023 | 11,250 | |
2024 | 11,250 | |
2025 | 16,875 | |
2026 | 145,625 | |
Total | $ 185,000 | [1] |
[1] *Includes $ 8,438 repayable against the term loan facility within the twelve-month period ending September 30, 2023. 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 condensed unaudited consolidated balance sheets as of September 30, 2022 |
Credit Facilities - Summary o_3
Credit Facilities - Summary of Maturities of Long-term Debt (Parenthetical) (Detail) $ in Thousands | Sep. 30, 2023 USD ($) |
Line of Credit Facility [Abstract] | |
Repayable of long term debt | $ 8,438 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Current And Noncurrent Liabilities [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Deferred rent | $ 2,688 | $ 2,508 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Long-term Purchase Commitment (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining three months of 2022 | $ 7,719 |
2023 | 35,776 |
2024 | 28,290 |
2025 | 5,867 |
2026 | 1,425 |
Total | $ 79,077 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Commitments For The Base Rents (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining three months of 2022 | $ 859 |
2023 | 2,608 |
2024 | 2,045 |
2025 | 1,846 |
2026 | 1,678 |
2027 and thereafter | 3,483 |
Total | $ 12,519 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-Based Payment Arrangement, Disclosure [Abstract] | |
Non-vested Shares, Beginning Balance | shares | 65,208,870 |
Granted | shares | 8,413,274 |
Vested | shares | (8,069,547) |
Forfeited | shares | (1,174,168) |
Non-vested Shares, Ending Balance | shares | 64,378,429 |
Non-vested Beginning Balance | $ / shares | $ 10.86 |
Granted | $ / shares | 9.61 |
Vested | $ / shares | 10.64 |
Forfeited | $ / shares | 10.72 |
Non-vested Ending Balance | $ / shares | $ 10.73 |
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 | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Unvested restricted stock | 64,378,429 | 65,208,870 | ||
Restricted Stock [Member] | ||||
Number of shares available for grant | 8,212,090 | |||
Number of shares forfeited during period | 1,110,214 | |||
Unvested Restricted Stock [Member] | ||||
Unvested restricted stock | 1,267,402 | |||
Restricted Stock Units (RSUs) [Member] | ||||
Number of shares available for grant | 201,184 | |||
Number of shares forfeited during period | 63,954 | |||
Unvested Class A Restricted Stock [Member] | ||||
Unvested restricted stock | 46,278,814 | 47,616,581 | 47,962,958 | 44,518,304 |
Unvested Class B Restricted Stock [Member] | ||||
Unvested restricted stock | 16,832,213 | 19,261,835 | 19,436,835 | 19,436,835 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Detail) | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
$38.09 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 38.09 |
Class A Common Stock | Below $13.84 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 13.84 |
Percentage of target PSUs | 0% |
Class A Common Stock | $13.84 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 13.84 |
Percentage of target PSUs | 25% |
Class A Common Stock | $16.34 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 16.34 |
Percentage of target PSUs | 50% |
Class A Common Stock | $18.84 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 18.84 |
Percentage of target PSUs | 100% |
Class A Common Stock | $22.34 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 22.34 |
Percentage of target PSUs | 150% |
Class A Common Stock | $25.34 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 25.34 |
Percentage of target PSUs | 200% |
Class A Common Stock | $38.09 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 38.09 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Share-based Compensation Arrangements by Share-based Payment Award (Parenthetical) (Detail) - $38.09 | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
VWAP of Class A common stock | $ 38.09 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target PSUs | 500% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Percentage of target PSUs | 300% |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Transaction under the Company Stock Option Plan (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | |||
Number of options, Beginning Balance | 887,662 | 1,150,893 | |
Number of options, Granted | 575,250 | ||
Number of options, Exercised | (278,530) | (31,985) | |
Number of options, Forfeited | (28,450) | (231,246) | |
Number of options, Ending Balance | 1,155,932 | 887,662 | 1,150,893 |
Weighted average exercise price, Beginning Balance | $ 3.53 | $ 3.61 | |
Weighted average exercise price, Granted | 10.82 | ||
Weighted average exercise price, Exercised | 0.59 | 3.29 | |
Weighted average exercise price, Forfeited | 10.83 | 3.96 | |
Weighted average exercise price, Ending Balance | $ 7.69 | $ 3.53 | $ 3.61 |
Weighted average remaining contractual life (years) | 6 years 9 months 18 days | 4 years 2 months 8 days | 5 years 3 months 21 days |
Aggregate intrinsic value | $ 5,280 | $ 3,890 | |
Exercises | 0 | ||
Aggregate intrinsic value | $ (760) | $ 5,280 | $ 3,890 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Feb. 23, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Unrecognized compensation expense related to unvested restricted stock | 64,378,429 | 64,378,429 | 65,208,870 | |||||
Weighted average contractual years | 1 year 1 month 9 days | |||||||
Share-based payment award, number of shares granted | 8,413,274 | |||||||
Wighted average exercise price | $ 7.69 | $ 7.69 | $ 3.53 | $ 3.61 | ||||
Share related expenses | $ 75,218 | $ 69,343 | $ 231,289 | $ 188,613 | ||||
Stock-based compensation expense result of issuance of stock option grants | 575,250 | |||||||
Stock options [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Wighted average exercise price | $ 7.46 | $ 7.46 | ||||||
Share related expenses | $ 582 | $ 979 | ||||||
June One Two Thousand And Twenty Two To November thirty Thousand And Twenty Two [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Unrecognized compensation expense related to unvested restricted stock | 291,900 | 291,900 | ||||||
Common Stock [Member] | Class A Common Stock [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share-based payment award, number of shares issued | 291,900 | 291,900 | ||||||
Common Stock [Member] | Stock options [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Share-based payment award, number of shares issued | 546,800 | 546,800 | ||||||
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 | 5 years | |||||||
Unvested Restricted Stock And Restricted Stock Units [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Unrecognized compensation expense | $ 396,366 | $ 396,366 | ||||||
Unvested restricted stock and stock units | 64,378,429 | 64,378,429 | ||||||
Performance Shares [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Unrecognized compensation expense related to unvested restricted stock | 3,479,500 | 3,479,500 | 1,500,000 | |||||
Share-based Payment Award, Number of Shares Authorized | 3,479,500 | 3,479,500 | ||||||
Share-based payment award, number of shares granted | 1,979,500 | 1,979,500 | ||||||
Wighted average exercise price | $ 9.10 | $ 9.10 | ||||||
Share related expenses | $ 1,120 | $ 2,783 | ||||||
Performance Shares [Member] | Class A Common Stock [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Issuance of shares | 7,438,500 | |||||||
Employee Stock [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Wighted average exercise price | $ 3.44 | |||||||
Share related expenses | $ 504 | $ 1,294 | ||||||
Employee Stock [Member] | Common Stock [Member] | Class A Common Stock [Member] | ||||||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||
Issuance of shares | 196,385 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Performance Stock Unit Award Activity (Details) - $ / shares | 9 Months Ended | |
Feb. 23, 2022 | Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested Shares, Beginning Balance | 65,208,870 | |
Granted | 8,413,274 | |
Non-vested Shares, Ending Balance | 64,378,429 | |
Non-vested Beginning Balance | $ 10.86 | |
Granted | 9.61 | |
Non-vested Ending Balance | $ 10.73 | |
Performance Shares [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Non-vested Shares, Beginning Balance | 1,500,000 | |
Granted | 1,979,500 | 1,979,500 |
Non-vested Shares, Ending Balance | 3,479,500 | |
Non-vested Beginning Balance | $ 1.95 | |
Granted | 9.10 | |
Non-vested Ending Balance | $ 6.02 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share Based Compensation Performance Shares Award Valuation Assumptions (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Stock options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Volatility | 77% |
Risk-free rate of interest | 2.93% |
Performance Shares [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Volatility | 78% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Mar. 11, 2022 | Jun. 14, 2021 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | Aug. 03, 2022 | |
Class of Stock [Line Items] | ||||||||
Stock issued during the period value | $ 147,739,000 | |||||||
Derivative liability, fair value | $ 985,000 | |||||||
Shares repurchased | $ 4,310,000 | $ 64,468,000 | ||||||
Derivative fair value of derivative liability settled | 410,000 | |||||||
Class A Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares conversion of units | 73,813,713 | |||||||
Stock repurchase program, remaining authorized repurchase amount | $ 45,690,000 | $ 45,690,000 | ||||||
Class A Common Stock [Member] | Certain Agreements [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during the period shares | 521,306 | |||||||
Stock issued during the period value | $ 4,833,000 | |||||||
Class A Common Stock [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Share repurchase program, authorized value | $ 50,000,000 | |||||||
Class A Common Stock [Member] | ArcaMax [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Business acquisition, number of shares | 926,785 | |||||||
Business combination, fair value | $ 10,000,000 | |||||||
Class A Common Stock [Member] | Kinetic [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Business acquisition, number of shares | 12,931 | |||||||
Business combination, fair value | $ 103,000 | |||||||
Class A Common Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares conversion of units | 2,604,622 | 1,787,043 | 1,000,000 | 5,391,665 | ||||
Stock issued during the period shares | 14,773,939 | |||||||
Stock issued during the period value | $ 15,000 | |||||||
Shares repurchased (in shares) | 569,953 | 4,138,866 | ||||||
Shares repurchased | $ 1,000 | $ 4,000 | ||||||
Series A Common Stock [Member] | ArcaMax [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Business acquisition, number of shares | 926,785 | |||||||
Business combination, fair value | $ 10,000,000 | |||||||
Series A Common Stock [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares repurchased (in shares) | 569,953 |
Warrants and Derivative Liabili
Warrants and Derivative Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |||
Fair value adjustment of warrants | $ (805) | $ 410 | $ 5,000 |
Fair Value Disclosures - Summar
Fair Value Disclosures - Summary of Financial Instruments Measured At Fair Value On a Recurring Basis (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Liabilities | |||
Liabilities measured at fair value | $ 39,252 | ||
Fair Value, Recurring [Member] | |||
Assets | |||
Assets measured at fair value | 91,034 | $ 8,564 | |
Liabilities | |||
Liabilities measured at fair value | 22,957 | ||
Fair Value, Recurring [Member] | Level 1 [Member] | |||
Assets | |||
Assets measured at fair value | 91,034 | 8,564 | |
Fair Value, Recurring [Member] | Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 39,252 | 22,957 | |
Fair Value, Recurring [Member] | Acquisition Related Liabilities [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 39,252 | 22,957 | |
Fair Value, Recurring [Member] | Acquisition Related Liabilities [Member] | Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 39,252 | 22,957 | |
Fair Value, Recurring [Member] | Cash and Cash Equivalents [Member] | |||
Assets | |||
Assets measured at fair value | [1] | 91,034 | 8,564 |
Fair Value, Recurring [Member] | Cash and Cash Equivalents [Member] | Level 1 [Member] | |||
Assets | |||
Assets measured at fair value | [1] | $ 91,034 | $ 8,564 |
[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] $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2022 | $ 22,957 |
Additions, net of payments | 4,061 |
Change in fair value | 12,234 |
Balance as of September 30, 2022 | $ 39,252 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Caivis Group [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party | $ 38,000 | $ 38,000 | $ 20,000 | |||
Casting Made Simple Corp [Member] | Websites Traffic Monetization Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party costs | $ 55,000 | $ 49,000 | 166,000 | $ 211,000 | ||
ZETAKinetic Data Solutions Llc [Member] | Electronic Mail Marketing Services [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction income | $ 129,000 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision / (benefit) | $ 896 | $ 428 | $ (1,360) | $ (565) |
Effective tax rate | 1.31% | 0.62% | 0.59% | 0.30% |
Pre-tax loss | $ 68,544 | $ 68,701 | $ 228,846 | $ 188,990 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Unvested Restricted Stock, Restricted Stock Units And Performance Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 67,857,929 | 65,860,347 |
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 | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||
Net loss | $ (69,440) | $ (69,129) | $ (227,486) | $ (188,425) |
Cumulative redeemable convertible preferred stock dividends | 7,060 | |||
Net loss available to common stockholders | $ (69,440) | $ (69,129) | $ (227,486) | $ (195,485) |
Denominator: | ||||
Denominator for Basic Loss per share-Weighted-average Common Stock | 140,594,128 | 129,731,980 | 136,793,272 | 75,313,520 |
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 140,594,128 | 129,731,980 | 136,793,272 | 75,313,520 |
Basic loss per share | $ (0.49) | $ (0.53) | $ (1.66) | $ (2.60) |
Diluted loss per share | $ (0.49) | $ (0.53) | $ (1.66) | $ (2.60) |
Class A Common Stock [Member] | ||||
Denominator: | ||||
Denominator for Basic Loss per share-Weighted-average Common Stock | 124,920,063 | 111,312,720 | 119,953,034 | 50,027,683 |
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 124,920,063 | 111,312,720 | 119,953,034 | 50,027,683 |
Class B Common Stock [Member] | ||||
Denominator: | ||||
Denominator for Basic Loss per share-Weighted-average Common Stock | 15,674,065 | 18,419,260 | 16,840,238 | 7,300,725 |
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 15,674,065 | 18,419,260 | 16,840,238 | 7,300,725 |
Series A Common Stock [Member] | ||||
Denominator: | ||||
Denominator for Basic Loss per share-Weighted-average Common Stock | 14,420,964 | |||
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 14,420,964 | |||
Series B Common Stock [Member] | ||||
Denominator: | ||||
Denominator for Basic Loss per share-Weighted-average Common Stock | 1,664,380 | |||
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 1,664,380 | |||
Warrants [Member] | ||||
Denominator: | ||||
Denominator for Basic Loss per share-Weighted-average Common Stock | 1,899,768 | |||
Denominator for Dilutive Loss per share-Weighted-average Common Stock | 1,899,768 |
Net Loss Per Share Attributab_5
Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Common Equivalent Shares (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common shares | 1,201,964 | 923,750 | 1,081,654 | 923,750 |
Restricted Stock and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common shares | 67,303,354 | 64,360,347 | 67,329,282 | 64,360,347 |
Performance Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive common shares | 3,479,500 | 1,500,000 | 3,087,951 | 1,500,000 |