Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 30, 2021 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
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 | No | |
Entity Shell Company | false | |
Entity File Number | 1-40464 | |
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 | 152,291,889 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 37,856,095 |
Condensed Unaudited Consolidate
Condensed Unaudited Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 113,568 | $ 50,725 |
Accounts receivable, net of allowance of $2,066 and $2,207 as of June 30, 2021 and December 31, 2020 respectively | 72,044 | 79,366 |
Prepaid expenses | 2,662 | 3,903 |
Other current assets | 6,122 | 7,374 |
Total current assets | 194,396 | 141,368 |
Property and equipment, net | 5,738 | 6,117 |
Website and software development costs, net | 38,615 | 32,891 |
Intangible assets, net | 32,734 | 28,591 |
Goodwill | 81,924 | 76,432 |
Deferred tax assets, | 199 | 366 |
Other non-current assets | 905 | 521 |
Total non-current assets | 160,115 | 144,918 |
Total assets | 354,511 | 286,286 |
Current liabilities: | ||
Accounts payable | 30,869 | 40,976 |
Accrued expenses | 48,867 | 44,622 |
Acquisition related liabilities | 6,275 | 6,018 |
Deferred revenue | 3,612 | 4,053 |
Other current liabilities | 7,356 | 8,310 |
Total current liabilities | 96,979 | 103,979 |
Non-current liabilities: | ||
Long term borrowings | 183,443 | 189,693 |
Acquisition related liabilities | 18,446 | 17,137 |
Warrants and derivative liabilities | 58,100 | |
Other non-current liabilities | 2,585 | 2,387 |
Total non-current liabilities | 204,474 | 267,317 |
Total liabilities | 301,453 | 371,296 |
Commitments and contingencies (Note 8) | ||
Mezzanine equity | ||
Redeemable convertible preferred stock $0.001 per share par value, up to 60,137,979 shares authorized and 39,223,194 shares issued and outstanding as of December 31, 2020 | 154,210 | |
Treasury common stock, 8,195,464 shares repurchased at a weighted average price of $2.86 per share | (23,469) | (23,469) |
Additional paid-in capital | 439,999 | 28,425 |
Accumulated deficit | (361,550) | (242,254) |
Accumulated other comprehensive loss | (2,112) | (2,037) |
Total stockholders' equity / (deficit) | 53,058 | (239,220) |
Total liabilities and stockholders' equity / (deficit) | 354,511 | 286,286 |
Common Class A [Member] | ||
Mezzanine equity | ||
Common stock value | 152 | |
Total stockholders' equity / (deficit) | 152 | |
Common Class B [Member] | ||
Mezzanine equity | ||
Common stock value | 38 | |
Total stockholders' equity / (deficit) | $ 38 | |
Series A Common Stock [Member] | ||
Mezzanine equity | ||
Common stock value | 112 | |
Total stockholders' equity / (deficit) | 112 | |
Series B Common Stock [Member] | ||
Mezzanine equity | ||
Common stock value | 3 | |
Total stockholders' equity / (deficit) | $ 3 |
Condensed Unaudited Consolida_2
Condensed Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2021 | Dec. 31, 2020 | |
Accounts receivable, net of allowance | $ 2,066 | $ 2,207 |
Redeemable Convertible Preferred Stock , Par or Stated Value Per Share | $ 0.001 | |
Redeemable Convertible Preferred Stock , Shares Authorized | 60,137,979 | |
Redeemable Convertible Preferred Stock , Shares Issued | 39,223,194 | |
Redeemable Convertible Preferred Stock , Shares Outstanding | 39,223,194 | |
Treasury Stock Acquired, Average Cost Per Share | $ 2.86 | $ 2.86 |
Treasury Stock, Shares, Acquired | 8,195,464 | 8,195,464 |
Series A Common Stock [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 204,220,800 | |
Common Stock, Shares, Issued | 112,012,693 | |
Common stock, shares, outstanding | 112,012,693 | |
Series B Common Stock [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 3,400,000 | |
Common Stock, Shares, Issued | 3,054,318 | |
Common stock, shares, outstanding | 3,054,318 | |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 3,750,000,000 | |
Common Stock, Shares, Issued | 152,270,401 | |
Common stock, shares, outstanding | 152,270,401 | |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 50,000,000 | |
Common Stock, Shares, Issued | 37,856,095 | |
Common stock, shares, outstanding | 37,856,095 |
Condensed Unaudited Consolida_3
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | ||
Income Statement [Abstract] | |||||
Revenues | $ 106,896 | $ 77,130 | $ 208,359 | $ 158,390 | |
Operating expenses: | |||||
Cost of revenues (excluding depreciation and amortization) | [1] | 42,212 | 29,296 | 81,184 | 59,825 |
General and administrative expenses | [1] | 65,907 | 17,327 | 85,039 | 36,120 |
Selling and marketing expenses | [1] | 82,845 | 16,842 | 103,415 | 36,090 |
Research and development expenses | [1] | 26,503 | 8,161 | 36,287 | 16,884 |
Depreciation and amortization | 11,235 | 10,497 | 21,352 | 20,038 | |
Acquisition related expenses | 329 | 1,156 | 1,036 | 3,091 | |
Restructuring expenses | 150 | 498 | 437 | 1,691 | |
Total operating expenses | 229,181 | 83,777 | 328,750 | 173,739 | |
Loss from operations | (122,285) | (6,647) | (120,391) | (15,349) | |
Interest expense | 1,402 | 4,382 | 4,363 | 8,725 | |
Other (incomes) / expenses, net | (749) | (471) | 535 | (358) | |
Gain on extinguishment of debt | (10,000) | (10,000) | |||
Change in fair value of warrants and derivative liabilities | (18,600) | 4,100 | 5,000 | 6,700 | |
Total other (incomes) / expenses | (27,947) | 8,011 | (102) | 15,067 | |
Loss before income taxes | (94,338) | (14,658) | (120,289) | (30,416) | |
Income tax provision / (benefit) | 584 | 396 | (993) | 1,018 | |
Net loss | (94,922) | (15,054) | (119,296) | (31,434) | |
Other comprehensive loss: | |||||
Foreign currency translation adjustment | (129) | (47) | (75) | (788) | |
Total comprehensive loss | (95,051) | (15,101) | (119,371) | (32,222) | |
Net loss per share | |||||
Net loss | (94,922) | (15,054) | (119,296) | (31,434) | |
Cumulative redeemable convertible preferred stock dividends | 3,166 | 3,716 | 7,060 | 7,376 | |
Net loss available to common stockholders | $ (98,088) | $ (18,770) | $ (126,356) | $ (38,810) | |
Basic loss per share | $ (1.92) | $ (0.58) | $ (3.01) | $ (1.19) | |
Diluted loss per share | $ (1.92) | $ (0.58) | $ (3.01) | $ (1.19) | |
Weighted average number of shares used to compute net loss per share | |||||
Basic | 51,202,335 | 32,362,610 | 41,973,595 | 32,607,382 | |
Diluted | 51,202,335 | 32,362,610 | 41,973,595 | 32,607,382 | |
[1] | The Company recorded the total stock-based compensation expense as follows: |
Condensed Unaudited Consolida_4
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Payment Arrangement, Expense | $ 119,270 | $ 27 | $ 119,270 | $ 53 |
Cost of revenues (excluding depreciation and amortization) [Member] | ||||
Share-based Payment Arrangement, Expense | 266 | 266 | ||
General and administrative expenses [Member] | ||||
Share-based Payment Arrangement, Expense | 42,625 | $ 27 | 42,625 | $ 53 |
Selling and marketing expenses [Member] | ||||
Share-based Payment Arrangement, Expense | 59,512 | 59,512 | ||
Research and development expenses [Member] | ||||
Share-based Payment Arrangement, Expense | $ 16,867 | $ 16,867 |
Condensed Unaudited Consolida_5
Condensed Unaudited Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity / (Deficit) - USD ($) $ in Thousands | Total | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss | Redeemable Convertible Preferred Stock | Series A Common Stock [Member] | Series B common stock [Member] | Class A Common Stock [Member] | Class B Common Stock [Member] |
Balance at Dec. 31, 2019 | $ (186,334) | $ (23,469) | $ 27,909 | $ (189,029) | $ (1,847) | $ 154,210 | $ 99 | $ 3 | ||
Balance (in shares) at Dec. 31, 2019 | (8,195,464) | 39,223,194 | 99,339,942 | 3,054,318 | ||||||
Restricted stock grants | (4) | $ 4 | ||||||||
Restricted stock grants (in shares) | 3,975,634 | |||||||||
Restricted stock forfeitures | 1 | $ (1) | ||||||||
Restricted stock forfeitures (in shares) | (997,094) | |||||||||
Foreign currency translation adjustment | (741) | (741) | ||||||||
Net loss | (16,380) | (16,380) | ||||||||
Stock-based compensation | 26 | 26 | ||||||||
Shares issued in connection with an agreement | 423 | 423 | ||||||||
Shares issued in connection with an agreement (in shares) | 154,560 | |||||||||
Balance (in shares) at Mar. 31, 2020 | (8,195,464) | 39,223,194 | 102,473,042 | 3,054,318 | ||||||
Balance at Mar. 31, 2020 | (203,006) | $ (23,469) | 28,355 | (205,409) | (2,588) | $ 154,210 | $ 102 | $ 3 | ||
Balance at Dec. 31, 2019 | (186,334) | $ (23,469) | 27,909 | (189,029) | (1,847) | $ 154,210 | $ 99 | $ 3 | ||
Balance (in shares) at Dec. 31, 2019 | (8,195,464) | 39,223,194 | 99,339,942 | 3,054,318 | ||||||
Foreign currency translation adjustment | (788) | |||||||||
Net loss | (31,434) | |||||||||
Balance (in shares) at Jun. 30, 2020 | (8,195,464) | 39,223,194 | 103,238,309 | 3,054,318 | ||||||
Balance at Jun. 30, 2020 | (218,080) | $ (23,469) | 28,381 | (220,463) | (2,635) | $ 154,210 | $ 103 | $ 3 | ||
Balance at Mar. 31, 2020 | (203,006) | $ (23,469) | 28,355 | (205,409) | (2,588) | $ 154,210 | $ 102 | $ 3 | ||
Balance (in shares) at Mar. 31, 2020 | (8,195,464) | 39,223,194 | 102,473,042 | 3,054,318 | ||||||
Restricted stock grants | (1) | $ 1 | ||||||||
Restricted stock grants (in shares) | 1,148,962 | |||||||||
Restricted stock forfeitures (in shares) | (383,695) | |||||||||
Foreign currency translation adjustment | (47) | (47) | ||||||||
Net loss | (15,054) | (15,054) | ||||||||
Stock-based compensation | 27 | 27 | ||||||||
Balance (in shares) at Jun. 30, 2020 | (8,195,464) | 39,223,194 | 103,238,309 | 3,054,318 | ||||||
Balance at Jun. 30, 2020 | (218,080) | $ (23,469) | 28,381 | (220,463) | (2,635) | $ 154,210 | $ 103 | $ 3 | ||
Balance at Dec. 31, 2020 | (239,220) | $ (23,469) | 28,425 | (242,254) | (2,037) | $ 154,210 | $ 112 | $ 3 | ||
Balance (in shares) at Dec. 31, 2020 | (8,195,464) | 39,223,194 | 112,012,693 | 3,054,318 | ||||||
Shares issued in connection with an acquisition | 5,454 | 5,453 | $ 1 | |||||||
Shares issued in connection with an acquisition (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) | |||||||||
Restricted stock cancelation | 18 | $ (18) | ||||||||
Restricted stock cancelation (in shares) | (17,853,416) | |||||||||
Foreign currency translation adjustment | 54 | 54 | ||||||||
Net loss | (24,374) | (24,374) | ||||||||
Balance (in shares) at Mar. 31, 2021 | (8,195,464) | 39,223,194 | 96,830,836 | 3,054,318 | ||||||
Balance at Mar. 31, 2021 | (258,086) | $ (23,469) | 33,894 | (266,628) | (1,983) | $ 154,210 | $ 97 | $ 3 | ||
Balance at Dec. 31, 2020 | (239,220) | $ (23,469) | 28,425 | (242,254) | (2,037) | $ 154,210 | $ 112 | $ 3 | ||
Balance (in shares) at Dec. 31, 2020 | (8,195,464) | 39,223,194 | 112,012,693 | 3,054,318 | ||||||
Foreign currency translation adjustment | (75) | |||||||||
Net loss | (119,296) | |||||||||
Shares repurchased (in shares) | (2,307,692) | |||||||||
Balance (in shares) at Jun. 30, 2021 | (8,195,464) | 152,270,401 | 37,856,095 | |||||||
Balance at Jun. 30, 2021 | 53,058 | $ (23,469) | 439,999 | (361,550) | (2,112) | $ 152 | $ 38 | |||
Balance at Mar. 31, 2021 | (258,086) | $ (23,469) | 33,894 | (266,628) | (1,983) | $ 154,210 | $ 97 | $ 3 | ||
Balance (in shares) at Mar. 31, 2021 | (8,195,464) | 39,223,194 | 96,830,836 | 3,054,318 | ||||||
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) | |||||||||
Foreign currency translation adjustment | (129) | (129) | ||||||||
Net loss | (94,922) | (94,922) | ||||||||
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 exercised | 24,140 | 24,132 | $ 8 | |||||||
Warrants exercised (in shares) | 8,360,331 | |||||||||
Conversion of redeemable convertible preferred stock to Class A Common Stock | 193,210 | 193,136 | $ (154,210) | $ 74 | ||||||
Conversion of redeemable 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) | ||||||||
Shares repurchased | (64,468) | (64,462) | $ (4) | $ (2) | ||||||
Shares repurchased (in shares) | (4,138,866) | (2,307,692) | ||||||||
Restricted stock units vesting (in shares) | 219,072 | |||||||||
Stock-based compensation | 126,775 | 126,775 | ||||||||
Balance (in shares) at Jun. 30, 2021 | (8,195,464) | 152,270,401 | 37,856,095 | |||||||
Balance at Jun. 30, 2021 | $ 53,058 | $ (23,469) | $ 439,999 | $ (361,550) | $ (2,112) | $ 152 | $ 38 |
Condensed Unaudited Consolida_6
Condensed Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (119,296) | $ (31,434) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 21,352 | 20,038 |
Stock-based compensation | 119,270 | 53 |
Deferred income taxes | (1,641) | 290 |
Change in fair value of warrant and derivative liabilities | 5,000 | 6,700 |
Gain on extinguishment of debt | (10,000) | |
Others, net | 1,067 | 1,843 |
Changes in non-cash working capital (net of acquisitions): | ||
Account receivable | 8,165 | 32,478 |
Prepaid expenses | 1,241 | 641 |
Other current assets | 1,252 | 1,025 |
Other non-current assets | (384) | 266 |
Deferred revenue | (440) | 446 |
Accounts payable | (14,083) | 8,324 |
Accrued expenses and other current liabilities | 1,502 | (31,503) |
Other non-current liabilities | 198 | 504 |
Net cash provided by operating activities | 13,203 | 9,671 |
Cash flows from investing activities: | ||
Capital expenditures | (4,381) | (1,024) |
Website and software development costs | (9,529) | (11,738) |
Business and asset acquisitions, net of cash acquired | (2,159) | |
Net cash used for investing activities | (16,069) | (12,762) |
Cash flows from financing activities: | ||
Proceeds from initial public offering, net of issuance costs | 127,363 | |
Cash paid for acquisition related liabilities | (64) | (496) |
Proceeds from term loan, net of issuance cost | 183,311 | |
Proceeds from paycheck protection program loan | 10,000 | |
Repurchase of restricted stock | (64,130) | |
Exercise of warrants | 41 | |
Repayments against the credit facilities | (180,745) | (3,500) |
Net cash provided by financing activities | 65,776 | 6,004 |
Effect of exchange rate changes on cash and cash equivalents | (67) | (49) |
Net increase in cash and cash equivalents and restricted cash | 62,843 | 2,864 |
Cash and cash equivalents and restricted cash, beginning of period | 50,725 | 37,818 |
Cash and cash equivalents and restricted cash, end of period | 113,568 | 40,682 |
Supplemental cash flow disclosures including non-cash activities: | ||
Cash paid for interest | 4,377 | 6,990 |
Cash paid for income taxes, net | 941 | 672 |
Contingent consideration liability established in connection with acquisitions | 1,630 | |
Shares issued in connection with acquisitions and other agreements | 5,454 | $ 423 |
Dividends on redeemable convertible preferred stock settled in Company's equity | 60,082 | |
Non-cash settlement of warrants and derivative liabilities | 63,100 | |
Capitalized stock-based compensation expense as website and software development costs | $ 7,505 |
Organization and Background
Organization and Background | 6 Months Ended |
Jun. 30, 2021 | |
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 Global Holdings”), and Zeta Global Corp., the operating company of Zeta Global Holdings and a Delaware Corporation (“Zeta” individually, or collectively with Zeta Global Holdings and its consolidated entities, as context dictates, the “Company”), is a marketing technology company that combines 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 incorporated and began operations in October 2007. (b) Initial Public Offering (“IPO”) On June 9, 2021, the Company’s registration statement on S-1 ves ed e and cance ling k, and and to repurchase and cancel shares of restricted Class B common stock from its Chief Executive Officer and Co-Founder, (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 30, 2021 was 152,270,401 shares of Class A common stock and shares of Class B common stock, based on stock outstanding as of March 31, 2021, after giving effect to: • the conversion of 39,223,194 outstanding shares, and unpaid dividends on such outstanding shares, of its its • 8,360,331 shares of its • the reclassification of 3,054,318 shares of its • 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 its Co-Founder • 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 is 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 | 6 Months Ended |
Jun. 30, 2021 | |
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 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 Regulation S-X. year-end six-month The accompanying 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 (See Note 16 to the condensed unaudited consolidated financial statements below). (b) Revenue Recognition Revenue arises primarily from the Company’s technology platform via subscription fees, volume-based Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to in exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $2,894 and $1,709 as of June 30, 2021 and December 31, 2020, respectively, and are included in the account receivables, net, in the condensed unaudited consolidated balance sheets. Contract liabilities consists of deferred revenues that represents amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the six months ended on June 30, 2021 and 2020, the Company billed and collected $22,119 and $11,589 in advance, respectively and recognized $22,559 and $11,143 , respectively as revenues out of those advance receipts. As of June 30, 2021 and December 31, 2020, the deferred revenues are $ 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. The Company excludes amounts related to performance obligations that are billed and recognized as the services are provided. This primarily consists of professional services contracts that are on a time-and-materials 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 Direct Platform Revenue . When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenue. The following table summarizes disaggregation for the six months ended June 30, 2021, and June 30, 2020. Six months ended June 30, 2021 June 30, 2020 Direct platform revenues $ 157,556 $ 117,243 Integrated platform revenues 50,803 41,147 Total revenues $ 208,359 $ 158,390 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 share-based compensation expense for all stock-based payment awards, including restricted shares and stock options granted to the employee, consultants or advisors and non-employee The Company accounts for all stock options and restricted shares 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 expense is recognized over the expected life of the option. The fair value of the restricted shares is based on the Company’s stock price as of the date of the grants. The Company accounts for the forfeitures, as they occur. Since the Company’s restricted stock and restricted stock units have both performance condition (i.e. initial public offering) and a service condition, the Company uses the graded vesting attribution method to amortize the stock-based compensation expense. (d) Segments The Company operates as operating segment long-lived assets by geographic region are based on the physical location of the customers being served or the assets are as follows: Revenues by geographical region consisted of the following; Six months ended June 30 2021 2020 US $ 193,514 $ 146,551 International 14,845 11,839 Total revenues $ 208,359 $ 158,390 Total long-lived As of June 30, 2021 December 31, 2020 US $ 43,692 $ 38,413 International 661 595 Total long-lived assets $ 44,353 $ 39,008 (e) Concentration of Credit Risk No customer accounted for more than 10% of the Company’s total revenues during the period ended June 30, 2021 and year ended December 31, 2020. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of June 30, 2021 and December 31, 2020, the Company had receivables from one of its customers which represents % and % of the total account receivables balance as of that date, respectively. The Company continuously monitors whether there is an expected credit loss arising from this customer, and as of the year ended December 31, 2020 no provision was warranted or recorded. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 3. Intangible Assets The details of intangible assets and related accumulated amortization are set forth below: As of June 30, 2021 As of December 31, 2020 Gross value Accumulated Net value Gross value Accumulated Net value Publisher and data supply relationships $ 6,250 $ 521 $ 5,729 $ — $ — $ — Tradenames 2,720 1,909 811 2,720 1,634 1,086 Completed technologies 20,292 15,270 5,022 20,292 13,037 7,255 Customer relationships 52,159 30,987 21,172 45,239 24,989 20,250 Total Intangible Assets $ 81,421 $ 48,687 $ 32,734 $ 68,251 $ 39,660 $ 28,591 Amortization expense was $4,948 and $9,028 for the three and six months ended June 30, 2021, respectively, and $3,913 and $7,841 for the three and six months ended June 30, 2020, respectively. Weighted average useful life of the unamortized intangibles as of June 30, 2021 was 2.23 years. Based on the amount of intangible assets subject to amortization, as of June 30, 2021, the Company’s estimated future amortization expense over the next five years and beyond are as follows: Total estimated future amortization expense is as follows: As of June 30, 2021 Year ended December 31, Remaining six months of 2021 $ 9,796 2022 14,915 2023 5,623 2024 1,793 2025 482 2026 and thereafter 125 Total $ 32,734 |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill Disclosure [Abstract] | |
Goodwill | 4. Goodwill The following is a summary of the carrying value of goodwill: Balance as of January 1, 2021 $ 76,432 Acquisition of Vital 3,910 Acquisition of Kinetic 1,578 Foreign currency translation 4 Balance as of June 30, 2021 $ 81,924 There were no events during the three months ended June 30, 2021 to which an impairment analysis would be warranted. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 5. Acquisitions The Company’s acquisitions have been accounted for under the purchase method of accounting. The total purchase price of each acquisition was allocated to the fair value of assets acquired and liabilities assumed based on their fair values at the acquisition date, with any excess recorded as goodwill. The Company agreed to pay a portion of the purchase price for certain acquisitions in the form of contingent purchase price, the unpaid amounts of these liabilities are included in the acquisition related liabilities on the condensed unaudited consolidated balance sheets as of June 30, 2021 and December 31, 2020. On , the Company entered into a merger Agreement with the sellers of , 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 $ . The Company agreed to issue shares of Series A common stock with a fair value of $ and certain earn-outs based on the operating performance of the acquired business after the closing date. The earn-out was calculated based on the profits of the acquired business and the Company shall pay % of such profits for a period of three years from the acquisition date in cash and in restricted shares of the Company. The Company has recorded this transaction based on the preliminary purchase price allocation. Accordingly, the Company recognized $ as customer relationships intangibles, $ as goodwill and $ as deferred tax liabilities associated with this acquisition. On 3 with The revenues and earnings from these acquisitions Company’s Goodwill acquired by the Company in these acquisitions is deductible for tax purposes. The pro forma results of the Company as if these acquisitions had taken place on the first day of 2020 were not materially different from the amounts reflected in the accompanying condensed unaudited consolidated financial statements. The Company has recorded the earn-outs |
Acquisition Related Liabilities
Acquisition Related Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Acquisition Related Liabilities [Abstract] | |
Acquisition Related Liabilities Disclosure [Text Block] | 6. Acquisition Related Liabilities The following is a summary of acquisition eBay CRM Sizmek PlaceIQ Ignition One Kinetic Vital Total Balance as of January 1, 2021 $ 17,137 $ 4,402 $ 256 $ 1,360 $ — $ — $ 23,155 Additions — — — — 24 1,784 1,808 Payments made during the year — — (64) — — — (64) Change in fair value of earn-out — 14 (192) — — — (178) Balance as of June 30, 2021 $ 17,137 $ 4,416 $ — $ 1,360 $ 24 $ 1,784 $ 24,721 The changes in the fair value of the acquisition related liabilities are included in other income / (expenses) on the condensed unaudited consolidated statements of operations and comprehensive loss. 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 accrued the full amount that it expects to pay to settle this liability, on its condensed unaudited consolidated balance sheets as of June 30, 2021. Further, the Company has provided a letter of credit amounting to $6,028 to the sellers, against these payable amounts. The amounts payable for eBay CRM has been contested by the Company in the court of law. In view of the numerous legal, technical and factual issues involved in these lawsuits, the Company may settle these liabilities in any amount lower than the book value as of June 30, 2021. |
Credit Facilities
Credit Facilities | 6 Months Ended |
Jun. 30, 2021 | |
Line of Credit Facility [Abstract] | |
Credit Facilities | 7. Credit Facilities The Company’s long-term As of June 30, 2021 As of December 31, 2020 Credit facility $ 185,000 $ 137,950 Loan under paycheck protection program — 10,000 Revolving loan — 42,600 Total borrowings 185,000 190,550 Less: Unamortized discount on debt — (426) Unamortized deferred financing cost (1,557) (431) Long term borrowings $ 183,443 $ 189,693 In July 2016, the Company entered into a revolving credit, guaranty and security agreement with a financial institution and subsequently amended the agreement in May 2017. The agreement provides for a maximum revolving advance amount of $50,000. Interest on the outstanding balance is charged at an annual rate of the financial institution’s Prime lending rate (“PLR”)+1.25% or London Interbank Offered Rate (“LIBOR”)+2.25%, as elected by the Company. As of December 31, 2020, the outstanding balance of the revolving loan was $42,600. In addition, the Company also had an outstanding a letter of credit amounting to $7,272 against the available revolving credit facility as of December 31, 2020. The credit facility was fully secured by the financial institution with a first lien on the Company’s account receivables. The Senior Secured Credit Facility, availed by the Company on February 3, 2021, was used to fully repay and terminate this Credit Agreement with a total payoff amount of $42,792. In July 2015, the Company E-1 was 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 led by BofA Securities, Inc., as a lead arranger and sole bookrunner, and Bank of America, N.A., as sole administrative agent. The Senior Secured Credit Facility is for up to $222,500, which consists of (i) $73,750 initial Revolving Facility that was drawn at closing date, (ii) $111,250 Term Facility that was drawn at closing date, and (iii) $37,500 in incremental Revolving Facility commitment that remains undrawn. In addition, the Company has an outstanding letter of credit amounting to $7,272 against the available revolving credit facility. The credit facility was fully secured by the financial institution with a first lien on the Company’s account receivables. Interest on the current outstanding LIBOR+2.125% LIBOR+2.625% reduction in the long-term 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 interest of the Company from its shareholders, 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 June 30, 2021, applicable total leverage ratio and fixed charge coverage ratio was and , respectively and the Company was in compliance of these covenants. Since the time lag between the effective date of the new credit facility and the June 30, 2021 is minimal and the interest rates on the Company’s new credit facility approximates the current market rates, the fair value of the debt is approximately equal to the carrying amount as of June 30, 2021. On April 23, 2020, the Company received proceeds from a loan in the amount of $10,000, bearing annual interest of 1% and due April 24, 2022 (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Company evaluated the applicable accounting guidance relative to the PPP Loan and accounted for the proceeds of the PPP Loan as debt under ASC 470. On June 10, 2021 the Small Business Administration (“SBA”) approved the forgiveness for the full amount of the PPP Loan which included principal of $10,000. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies (a) Purchase obligations The Company entered into non-cancelable vendor agreements to purchase services from certain customers. As of June 30, 2021, the Company was party to outstanding purchase contracts totaling $4,918 payable during the remaining six months of 2021 and $4,085 payable in 2022. There were no outstanding purchase contracts payable in 2023 and thereafter. (b) Lease commitments The Company maintains leased offices in the United States of America, United Kingdom, India and France. Deferred rent as of June 30, 2021 and December 31, 2020 was $2,605 and $2,652 , 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 as of June 30, 2021 are as follows: As of June 30, 2021 Year Ended December 31, Remaining six months of 2021 $ 1,815 2022 2,455 2023 2,030 2024 1,883 2025 1,790 2026 and thereafter 5,062 Total $ 15,035 The Company is a party to various litigation and administrative proceedings related to claims arising from its operations in the ordinary course of business including in relation to certain contingent purchase price obligations noted above. The Company records provisions for losses when claims become probable and the amounts are estimative. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes that the resolution of the matters will not have a material impact on the Company’s business, results of operations, financial condition, or cash flows. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 9. Stock-Based Stock-based In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan, and, in 2017, adopted Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”). The Plans permit the issuance of stock options, restricted stock and restricted stock units to employees, directors, and officers, consultants or advisors and non-employee to % 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 term from the original date of grant. The restricted stock and restricted stock units will 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 In the past, the Company has canceled certain restricted stock and in lieu of such cancellation has issued restricted stock units to the holders for those restricted stock, with the same vesting conditions as restricted stock. Restricted Stock and Restricted Stock Units As noted above, the Company’s restricted stock and restricted stock units did not vest until the 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. Pursuant to that approval, the existing restricted stock and restricted stock units were divided into three broad categories with different vesting conditions as follows: • For the first category of holders, terms of the modification provide the holders an option to tender up to 20% of their outstanding awards to the Company in a buy-back one • For the second category of holders, terms of the modification provide for vesting upon the effective date of the IPO as follows: (i) 25% of shares with an original grant date of less than 5 years prior to the IPO and (ii) 100% of shares with a grant date of 5 years or older. Post the IPO additional vesting is deferred for one year. Thereafter the remaining shares shall vest in equal quarterly instalments at the end of each quarter until the fifth anniversary of the date of the original grant. • For the third category of holders, terms of the modification provide for vesting to begin at the end of the first quarter following the one fifth The revised terms were communicated to the restricted stock and restricted stock unit holders. The above modification was accounted for under the guidance in ASC 718-20-35-3. improbable-to-improbable 718-20-55-118 The restricted stock or restricted stock units that are tendered by the holders in the buy-back Following is the activity of restricted stock and restricted stock units granted by the Company: Shares Weighted Average Nonvested as of January 1, 2021 85,903,970 $ 2.80 Granted (1) 5,737,678 10.10 Vested (9,274,893) 11.04 Forfeited (2) (3,979,021) 9.12 Canceled (3) (16,655,197) 3.60 Modified (68,986,297) 2.78 Modified and reissued 68,986,297 11.36 Non-vested as of June 30, 2021 61,732,537 $ 11.21 (1) During the six months ended June 30, 2021, the Company granted 5,543,029 restricted stock and 194,849 restricted stock units one (2) During the six months ended June 30, 2021, the Company forfeited 3,964,122 restricted stock and 14,899 restricted stock units. (3) During the six months ended June 30, 2021, the Company also canceled 16,655,197 shares of restricted stock granted to holders of series A redeemable convertible preferred shares (see N 0 the statements below The Company has $662,132 of unrecognized compensation expense related to its 61,732,537 unvested restricted stock and restricted stock units, that will be recognized over a weighted average of 1.48 years. |
Stockholders' Equity _ (Deficit
Stockholders' Equity / (Deficit) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity / (Deficit) | 10. Stockholders’ Equity / (Deficit) On February 24, 2021, the Company’s Board of Directors approved the correction of the conversion price of Series A redeemable convertible preferred shares held by certain shareholders and cancelation of shares of restricted stock granted to these holders of Series A redeemable convertible preferred shares. The board of directors determined that the restricted shares were issued to those shareholders in order to avoid dilution of their ownership in the Company as a result of other grants of shares. It was further determined that the dilutive effect of those other restricted shares should have been addressed by an adjustment to the conversion price of the Series A redeemable convertible preferred shares. Therefore, the issuance of the restricted shares to these holders of the Series A redeemable convertible preferred shares was determined to be an error and were duplicative with the corrected calculation of the conversion price of Series A redeemable convertible preferred shares. The conversion price of these Series A redeemable convertible preferred stock was adjusted to $ from $ . The number of shares outstanding as of June 30, 2021 was 152,270,401 shares of our Class A common stock and shares of our Class B common stock, based on stock outstanding as of March 31, 2021, after giving effect to each of the Reorganization Transactions described in Note 1, as a result of the Company’s IPO. Rights of Class A and Class B common stock holders: The Company’s amended and restated Certificate of Incorporation defines the rights of the different classes of common stock as under: • Equal Status- Except as otherwise provided in the Certificate of Incorporation or required by applicable law, shares of Class A common stock and Class B common stock shall have the same rights, privileges and powers, rank equally (including as to dividends and distributions, and upon any liquidation, dissolution, distribution of assets or winding up of the Company), share ratably and be identical in all respects and as to all matters. • Voting- Except as otherwise required by applicable law, at all meetings of stockholders and on all matters submitted to a vote of stockholders of the Corporation generally, each holder of Class A common stock, as such, shall have the right to one (1) vote per share of Class A common stock held of record by such holder and each holder of Class B common stock, as such, shall have the right to ten (10) votes per share of Class B common stock held of record by such holder. • Dividend Rights- Shares of Class A common stock and Class B common stock shall be treated equally, identically and ratably, on a per share basis, with respect to any dividends as may be declared and paid from time to time by the Board of Directors of the Company. • Liquidation, Dissolution or Winding Up- |
Warrants and Derivative Liabili
Warrants and Derivative Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Derivative Liabilities | 11. Warrants and Derivative Liabilities The following assumptions were used to determine the fair value of the warrants and derivative liabilities as of June 30, 2021 and December 31, 2020: As of June 30, 2021 As of December 31, 2020 Stock price $ — $ 7.56 Exercise price $ — $ 0.01 Risk-free — 0.09% Expected volatility — 64.0% Time to maturity (in years) — 0.63 As of December 31, 2020, the fair value of the warrants and derivative liabilities was $58,100. In connection with the Company’s IPO, all the outstanding warrants were exercised by holders of those warrants and redeemable convertible preferred stock were converted to Class A common stock of the Company. The derivative liability, that represented the conversion feature of certain redeemable convertible preferred stock has been settled in the additional paid in capital. For the three months ended June 30, 2021 and 2020, the Company recognized an income of $18,600 and an expense of 4,100, respectively related to the changes in the fair value of warrants and derivate liabilities. For the six months ended June 30, 2021 and 2020, the Company recognized an expense related to changes in the fair value of such warrants and derivative liabilities of $5,000 and $6,700, respectively. As of June 30, 2021, the Company does t have any warrants and derivative liabilities on its condensed unaudited consolidated balance sheets. |
Fair Value Disclosures
Fair Value Disclosures | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures | 12. 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 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 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 June 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 5,764 $ — $ — $ 5,764 Total assets measured at fair value $ 5,764 $ — $ — $ 5,764 Liabilities Derivative liability $ — $ — $ — $ — Warrant liability — — — — Acquisition related liabilities — — 24,721 24,721 Total liabilities measured at fair value $ — $ — $ 24,721 $ 24,721 As of December 31, 2020 Assets Level 1 Level 2 Level 3 Total Cash and cash equivalents* $ 12,257 $ — $ — $ 12,257 Total assets measured at fair value $ 12,257 $ — $ — $ 12,257 Liabilities Derivative liability $ — $ — $ 38,400 $ 38,400 Warrant liability — — 19,700 19,700 Acquisition related liabilities — — 23,155 23,155 Total liabilities measured at fair value $ — $ — $ 81,255 $ 81,255 * Includes cash invested by the Company in certain money market accounts with a financial institution As noted above in Note 7, as of June 30, 2021 and December 31, 2020, the Company determined that the Term Loan is classified as Level 3 and the relevant fair values were approximately equal to the book value as of June 30, 2021 and $ as of December 31, 2020 . The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the six months ended June 30, 2021 and year ended December 31, 2020: Warrant liability Acquisition Derivative Balance as of January 1, 2021 $ 19,700 $ 23,155 $ 38,400 Additions, net of payments — 1,744 — Change in fair value 4,400 (178) 600 Extinguishment of the warrant and derivative liabilities (24,100) — (39,000) Balance as of June 30, 2021 $ — $ 24,721 $ — In connection with certain business combinations, the Company may owe additional purchase consideration (contingent consideration included in the acquisition related liabilities) based on the financial performance of the acquired entities after their acquisition. The fair value of the contingent consideration was determined using an unobservable input such as projected revenues, collections of accounts receivables. Changes in any of the assumptions related to the unobservable inputs identified above may change the contingent consideration’s fair value. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 13. Related Party Transactions 1. Caivis Acquisition Corp. II, Caivis Acquisition Corp. IV, Caivis Investment Company V, LLC and Caivis Investment Company VI, LLC, (collectively, the “Caivis Group”) are entities owned by many of the same stockholders of the Company. In addition, the Chief Executive Officer of the Company owns a controlling interest in Caivis Group. On April 9, 2012, the Company amended its agreement with Caivis Group, whereby Caivis Group will provide support for general administrative and corporate development activities, including sourcing and evaluating potential partners and acquisition targets to the Company for $2,000 per year. This agreement with Caivis Group was terminated on December 31, 2019 and therefore no such expenses are incurred during FY2020 and the six months ended on June 30, 2021. As of December 31, 2020, the Company had outstanding payables of $533 to Caivis Group included in the “accounts payable and accrued expenses” in the condensed unaudited consolidated balance sheets. During the six months ended on June 30, 2021, the Company paid an amount of $533 and as such there is no outstanding payable to Caivis as of June 30, 2021. 2. Casting Made Simple Corp. (“CMS”) is an entity owned by Caivis group and the Chief Executive Officer’s spouse. On December 28, and during |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 14. Income Taxes The Company’s income tax provision consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date For the interim period ended June 30, 2020, the Company utilized the annual effective tax rate methodology to determine its income tax provision. For the interim period ended June 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 For the three months ended June 30, 2021, the Company recorded an income tax provision of $584. The income tax provision relates primarily to current foreign taxes and an increase in the valuation allowance related to certain foreign deferred tax assets. For the three months ended June 30, 2020, the Company recorded an income tax provision of $396 related primarily to foreign taxes. The effective tax rate for the three months ended June 30, 2021 was (0.62)% on a pre-tax pre-tax |
Net Loss Per Share Attributable
Net Loss Per Share Attributable to Common Stockholders | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Attributable to Common Stockholders | 15. Net Loss Per Share Attributable to Common Stockholders Basic net loss per share is computed using the two-class weighted-average and , 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 June 30, Six months ended June 30, 2021 2020 2021 2020 Net loss $ (94,922) $ (15,054) $ (119,296) $ (31,434) Cumulative redeemable convertible preferred stock dividends 3,166 3,716 7,060 7,376 Numerator for Basic and Dilutive loss per share - $ (98,088) $ (18,770) $ (126,356) $ (38,810) Denominator: Class A common stock 20,761,219 — 10,323,885 — Class B common stock 3,440,761 — 1,711,079 — Series A common stock 21,730,147 26,108,711 24,005,629 26,108,736 Series B common stock 2,483,731 3,054,318 2,770,584 3,054,318 Warrants (convertible to Series A common stock) 2,786,277 3,199,581 3,162,418 3,444,328 Denominator for Basic and Dilutive Loss per share-Weighted-average 51,202,335 32,362,610 41,973,595 32,607,382 Basic Loss per Share $ (1.92) $ (0.58) $ (3.01) $ (1.19) Dilutive Loss per Share $ (1.92) $ (0.58) $ (3.01) $ (1.19) 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 shareholders 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 common equivalent shares were as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Options (convertible to Series A c s 950,235 1,159,995 950,235 1,159,995 Warrants (convertible to Series A c s — 1,973,763 — 1,973,763 Redeemable convertible preferred stock — 39,223,194 — 39,223,194 Restricted stock and restricted stock units 61,732,537 76,224,208 61,732,537 76,224,208 |
Subsequent Event
Subsequent Event | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 16. Subsequent Event On July 28, 2021, the Compensation Committee of the Board of Directors approved the launch of the Zeta Global Holdings Corp. 2021 Employee Stock Purchase Plan (the “ESPP”) pursuant to which eligible employees may acquire shares of the Company’s Class A common stock at a discounted price through payroll deductions to assist such employees in acquiring a stock ownership interest in the Company, subject to and in accordance with the terms of the ESPP. The ESPP provides that employees may contribute to the ESPP through regular after-tax payroll deductions over offering periods that are typically six months in length. However, the first offering period is four months in length and ends on November 30, 2021. At the end of the offering period, the accumulated funds will be used to purchase Zeta’s shares at a 15% discount to the lower of the price on the applicable offering period start date and the purchase date, which is the last day of the offering period. Employees may elect to contribute up to 15% of their base compensation to the ESPP, subject to certain limitations set forth in the ESPP. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of Consolidation The accompanying 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 Regulation S-X. year-end six-month The accompanying 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 (See Note 16 to the condensed unaudited consolidated financial statements below). |
Revenue Recognition | (b) Revenue Recognition Revenue arises primarily from the Company’s technology platform via subscription fees, volume-based revenue-producing Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $2,894 and $1,709 as of June 30, 2021 and December 31, 2020, respectively, and are included in the account receivables, net, in the condensed unaudited consolidated balance sheets. Contract liabilities consists of deferred revenues that represents amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the six months ended on June 30, 2021 and 2020, the Company billed and collected $22,119 and $11,589 in advance, respectively and recognized $22,559 and $11,143 , respectively as revenues out of those advance receipts. As of June 30, 2021 and December 31, 2020, the deferred revenues are $ 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. The Company excludes amounts related to performance obligations that are billed and recognized as the services are provided. This primarily consists of professional services contracts that are on a time-and-materials 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 Direct Platform Revenue . When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenue. The following table summarizes disaggregation for the six months ended June 30, 2021, and June 30, 2020. Six months ended June 30, 2021 June 30, 2020 Direct platform revenues $ 157,556 $ 117,243 Integrated platform revenues 50,803 41,147 Total revenues $ 208,359 $ 158,390 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 share-based compensation expense for all stock-based payment awards, including restricted shares and stock options granted to the employee, consultants or advisors and non-employee The Company accounts for all stock options and restricted shares 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 expense is recognized over the expected life of the option. The fair value of the restricted shares is based on the Company’s stock price as of the date of the grants. The Company accounts for the forfeitures, as they occur. Since the Company’s restricted stock and restricted stock units have both performance condition (i.e. initial public offering) and a service condition, the Company uses the graded vesting attribution method to amortize the stock-based compensation expense. |
Segments | (d) Segments The Company operates as operating segment long-lived assets by geographic region are based on the physical location of the customers being served or the assets are as follows: Revenues by geographical region consisted of the following; Six months ended June 30 2021 2020 US $ 193,514 $ 146,551 International 14,845 11,839 Total revenues $ 208,359 $ 158,390 Total long-lived As of June 30, 2021 December 31, 2020 US $ 43,692 $ 38,413 International 661 595 Total long-lived assets $ 44,353 $ 39,008 |
Concentration of Credit Risk | (e) Concentration of Credit Risk No customer accounted for more than 10% of the Company’s total revenues during the period ended June 30, 2021 and year ended December 31, 2020. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of June 30, 2021 and December 31, 2020, the Company had receivables from one of its customers which represents % and % of the total account receivables balance as of that date, respectively. The Company continuously monitors whether there is an expected credit loss arising from this customer, and as of the year ended December 31, 2020 no provision was warranted or recorded. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Disaggregation of Revenue | The following table summarizes disaggregation for the six months ended June 30, 2021, and June 30, 2020. Six months ended June 30, 2021 June 30, 2020 Direct platform revenues $ 157,556 $ 117,243 Integrated platform revenues 50,803 41,147 Total revenues $ 208,359 $ 158,390 |
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; Six months ended June 30 2021 2020 US $ 193,514 $ 146,551 International 14,845 11,839 Total revenues $ 208,359 $ 158,390 Total long-lived As of June 30, 2021 December 31, 2020 US $ 43,692 $ 38,413 International 661 595 Total long-lived assets $ 44,353 $ 39,008 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 As of December 31, 2020 Gross value Accumulated Net value Gross value Accumulated Net value Publisher and data supply relationships $ 6,250 $ 521 $ 5,729 $ — $ — $ — Tradenames 2,720 1,909 811 2,720 1,634 1,086 Completed technologies 20,292 15,270 5,022 20,292 13,037 7,255 Customer relationships 52,159 30,987 21,172 45,239 24,989 20,250 Total Intangible Assets $ 81,421 $ 48,687 $ 32,734 $ 68,251 $ 39,660 $ 28,591 |
Summary of Total Estimated Future Amortization Expense | Total estimated future amortization expense is as follows: As of June 30, 2021 Year ended December 31, Remaining six months of 2021 $ 9,796 2022 14,915 2023 5,623 2024 1,793 2025 482 2026 and thereafter 125 Total $ 32,734 |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill Disclosure [Abstract] | |
Summary of Goodwill | The following is a summary of the carrying value of goodwill: Balance as of January 1, 2021 $ 76,432 Acquisition of Vital 3,910 Acquisition of Kinetic 1,578 Foreign currency translation 4 Balance as of June 30, 2021 $ 81,924 |
Acquisition Related Liabiliti_2
Acquisition Related Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Acquisition Related Liabilities [Abstract] | |
Schedule of Acquisition Related Liabilities | The following is a summary of acquisition eBay CRM Sizmek PlaceIQ Ignition One Kinetic Vital Total Balance as of January 1, 2021 $ 17,137 $ 4,402 $ 256 $ 1,360 $ — $ — $ 23,155 Additions — — — — 24 1,784 1,808 Payments made during the year — — (64) — — — (64) Change in fair value of earn-out — 14 (192) — — — (178) Balance as of June 30, 2021 $ 17,137 $ 4,416 $ — $ 1,360 $ 24 $ 1,784 $ 24,721 |
Credit Facilities (Tables)
Credit Facilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Line of Credit Facility [Abstract] | |
Schedule Of Long-Term Borrowings | The Company’s long-term As of June 30, 2021 As of December 31, 2020 Credit facility $ 185,000 $ 137,950 Loan under paycheck protection program — 10,000 Revolving loan — 42,600 Total borrowings 185,000 190,550 Less: Unamortized discount on debt — (426) Unamortized deferred financing cost (1,557) (431) Long term borrowings $ 183,443 $ 189,693 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Commitments For The Base Rents | Commitments for the base rents as of June 30, 2021 are as follows: As of June 30, 2021 Year Ended December 31, Remaining six months of 2021 $ 1,815 2022 2,455 2023 2,030 2024 1,883 2025 1,790 2026 and thereafter 5,062 Total $ 15,035 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company | Following is the activity of restricted stock and restricted stock units granted by the Company: Shares Weighted Average Nonvested as of January 1, 2021 85,903,970 $ 2.80 Granted (1) 5,737,678 10.10 Vested (9,274,893) 11.04 Forfeited (2) (3,979,021) 9.12 Canceled (3) (16,655,197) 3.60 Modified (68,986,297) 2.78 Modified and reissued 68,986,297 11.36 Non-vested as of June 30, 2021 61,732,537 $ 11.21 (1) During the six months ended June 30, 2021, the Company granted 5,543,029 restricted stock and 194,849 restricted stock units one (2) During the six months ended June 30, 2021, the Company forfeited 3,964,122 restricted stock and 14,899 restricted stock units. (3) During the six months ended June 30, 2021, the Company also canceled 16,655,197 shares of restricted stock granted to holders of series A redeemable convertible preferred shares (see N 0 the statements below |
Warrants and Derivative Liabi_2
Warrants and Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Fair Value Measurements Inputs | The following assumptions were used to determine the fair value of the warrants and derivative liabilities as of June 30, 2021 and December 31, 2020: As of June 30, 2021 As of December 31, 2020 Stock price $ — $ 7.56 Exercise price $ — $ 0.01 Risk-free — 0.09% Expected volatility — 64.0% Time to maturity (in years) — 0.63 |
Fair Value Disclosures (Tables)
Fair Value Disclosures (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, 2021 Level 1 Level 2 Level 3 Total Assets Cash and cash equivalents* $ 5,764 $ — $ — $ 5,764 Total assets measured at fair value $ 5,764 $ — $ — $ 5,764 Liabilities Derivative liability $ — $ — $ — $ — Warrant liability — — — — Acquisition related liabilities — — 24,721 24,721 Total liabilities measured at fair value $ — $ — $ 24,721 $ 24,721 As of December 31, 2020 Assets Level 1 Level 2 Level 3 Total Cash and cash equivalents* $ 12,257 $ — $ — $ 12,257 Total assets measured at fair value $ 12,257 $ — $ — $ 12,257 Liabilities Derivative liability $ — $ — $ 38,400 $ 38,400 Warrant liability — — 19,700 19,700 Acquisition related liabilities — — 23,155 23,155 Total liabilities measured at fair value $ — $ — $ 81,255 $ 81,255 * 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 six months ended June 30, 2021 and year ended December 31, 2020: Warrant liability Acquisition Derivative Balance as of January 1, 2021 $ 19,700 $ 23,155 $ 38,400 Additions, net of payments — 1,744 — Change in fair value 4,400 (178) 600 Extinguishment of the warrant and derivative liabilities (24,100) — (39,000) Balance as of June 30, 2021 $ — $ 24,721 $ — |
Net Loss Per Share Attributab_2
Net Loss Per Share Attributable to Common Stockholders (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 June 30, Six months ended June 30, 2021 2020 2021 2020 Net loss $ (94,922) $ (15,054) $ (119,296) $ (31,434) Cumulative redeemable convertible preferred stock dividends 3,166 3,716 7,060 7,376 Numerator for Basic and Dilutive loss per share - $ (98,088) $ (18,770) $ (126,356) $ (38,810) Denominator: Class A common stock 20,761,219 — 10,323,885 — Class B common stock 3,440,761 — 1,711,079 — Series A common stock 21,730,147 26,108,711 24,005,629 26,108,736 Series B common stock 2,483,731 3,054,318 2,770,584 3,054,318 Warrants (convertible to Series A common stock) 2,786,277 3,199,581 3,162,418 3,444,328 Denominator for Basic and Dilutive Loss per share-Weighted-average 51,202,335 32,362,610 41,973,595 32,607,382 Basic Loss per Share $ (1.92) $ (0.58) $ (3.01) $ (1.19) Dilutive Loss per Share $ (1.92) $ (0.58) $ (3.01) $ (1.19) |
Schedule of Anti-Dilutive Common Equivalent Shares | Anti-dilutive common equivalent shares were as follows: Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Options (convertible to Series A c s 950,235 1,159,995 950,235 1,159,995 Warrants (convertible to Series A c s — 1,973,763 — 1,973,763 Redeemable convertible preferred stock — 39,223,194 — 39,223,194 Restricted stock and restricted stock units 61,732,537 76,224,208 61,732,537 76,224,208 |
Organization and Background - A
Organization and Background - Additional Information (Detail) - USD ($) | Jun. 14, 2021 | Jun. 30, 2021 | Mar. 31, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Product Information [Line Items] | ||||||
Proceeds from initial public offering | $ 127,363,000 | |||||
Other offering costs and reimbursements | $ 6,200,000 | |||||
Preferred stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Common Class A [Member] | ||||||
Product Information [Line Items] | ||||||
Stock issued during the period shares | 14,773,939 | |||||
Common stock, shares authorized | 3,750,000,000 | 3,750,000,000 | ||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | ||||
Common stock, shares outstanding | 152,270,401 | 152,270,401 | ||||
Stock issued during period, shares conversion of units | 73,813,713 | |||||
Share issued in exercise of warrants | 8,360,331 | 8,360,331 | ||||
Shares repurchased (in shares) | 4,138,866 | |||||
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 | ||||
Common stock, par or stated value per share | $ 0.001 | $ 0.001 | ||||
Common stock, shares outstanding | 37,856,095 | 37,856,095 | 37,856,095 | |||
Shares repurchased (in shares) | 2,307,692 | 2,307,692 | ||||
Convertible Preferred Stock [Member] | ||||||
Product Information [Line Items] | ||||||
Preferred stock, shares outstanding | 39,223,194 | 39,223,194 | ||||
Series A Common Stock [Member] | ||||||
Product Information [Line Items] | ||||||
Common stock, shares authorized | 204,220,800 | |||||
Common stock, par or stated value per share | $ 0.001 | |||||
Common stock, shares outstanding | 112,012,693 | |||||
Shares issued in connection with an agreement (in shares) | 154,560 | |||||
Reclassification of temporary to permanent equity | 26,722,208 | |||||
Series B Common Stock [Member] | ||||||
Product Information [Line Items] | ||||||
Common stock, shares authorized | 3,400,000 | |||||
Common stock, par or stated value per share | $ 0.001 | |||||
Common stock, shares outstanding | 3,054,318 | |||||
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 | |||||
Shares issued in connection with an agreement (in shares) | 4,138,866 | |||||
Reclassification of temporary to permanent equity | 70,108,628 | |||||
Restricted Series B Common Stock [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 | 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 | 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 | 2,158,027 | ||||
Stock redeemed or called during period, shares | 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 | 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 | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($)Segment | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Accounting Policies [Line Items] | |||
Contract assets | $ 2,894 | $ 1,709 | |
Amount billed and collected in advance | 22,119 | $ 11,589 | |
Revenue recognised out of advance receipt | 22,559 | 11,143 | |
Deferred revenue | $ 3,613 | $ 4,053 | |
Number of operating segments | Segment | 1 | ||
Accounts Receivable [Member] | |||
Accounting Policies [Line Items] | |||
Concentration risk percentage | 11.00% | 14.00% |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 106,896 | $ 77,130 | $ 208,359 | $ 158,390 |
Direct Platform Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | 157,556 | 117,243 | ||
Integrated Platform Revenues [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenues | $ 50,803 | $ 41,147 |
Basis of Presentation and Sum_6
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 | 6 Months Ended | ||||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Jul. 30, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 106,896 | $ 77,130 | $ 208,359 | $ 158,390 | ||
Operating Segments [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 208,359 | 158,390 | ||||
Long-lived assets | $ 44,353 | $ 39,008 | ||||
Operating Segments [Member] | US [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | 193,514 | 146,551 | ||||
Long-lived assets | 43,692 | 38,413 | ||||
Operating Segments [Member] | International [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Revenues | $ 14,845 | $ 11,839 | ||||
Long-lived assets | $ 661 | $ 595 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | $ 81,421 | $ 68,251 |
Accumulated amortization | 48,687 | 39,660 |
Net value | 32,734 | 28,591 |
Publisher and data supply relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 6,250 | |
Accumulated amortization | 521 | |
Net value | 5,729 | |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 2,720 | 2,720 |
Accumulated amortization | 1,909 | 1,634 |
Net value | 811 | 1,086 |
Completed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 20,292 | 20,292 |
Accumulated amortization | 15,270 | 13,037 |
Net value | 5,022 | 7,255 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross value | 52,159 | 45,239 |
Accumulated amortization | 30,987 | 24,989 |
Net value | $ 21,172 | $ 20,250 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 4,948 | $ 3,913 | $ 9,028 | $ 7,841 |
Weighted average useful life of the unamortized intangibles | 2 years 2 months 23 days |
Intangible Assets - Summary o_2
Intangible Assets - Summary of Total Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remaining six months of 2021 | $ 9,796 | |
2022 | 14,915 | |
2023 | 5,623 | |
2024 | 1,793 | |
2025 | 482 | |
2026 and thereafter | 125 | |
Total | $ 32,734 | $ 28,591 |
Goodwill - Summary of Goodwill
Goodwill - Summary of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Balance as of January 1, 2021 | $ 76,432 |
Foreign currency translation | 4 |
Balance as of June 30, 2021 | 81,924 |
Vital [Member] | |
Goodwill [Line Items] | |
Acquisition | 3,910 |
Kinetic [Member] | |
Goodwill [Line Items] | |
Acquisition | $ 1,578 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 03, 2021 | Mar. 01, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Business Acquisition, Date of Acquisition Agreement | ||||
Recognized of customer relationships as goodwill | $ 81,924 | $ 76,432 | ||
Kinetic Data Solutions, LLC [Member] | ||||
Business Acquisition, Date of Acquisition Agreement | ||||
Business combination, purchase consideration | $ 2,762 | |||
Percentage of earn-out profits | 10.00% | |||
Recognized of customer relationships intangibles | $ 1,600 | |||
Recognized of customer relationships as goodwill | 1,578 | |||
Recognized customer relationships as deferred tax liabilities | $ 416 | |||
Date of agreement | Mar. 1, 2021 | |||
Name of acquired entity | Kinetic Data Solutions, LLC (“Kinetic”) | |||
Kinetic Data Solutions, LLC [Member] | Series A Common Stock [Member] | ||||
Business Acquisition, Date of Acquisition Agreement | ||||
Business acquisition, number of shares | 306,749 | |||
Business combination, fair value | $ 2,738 | |||
Vital Digital, Corp [Member] | ||||
Business Acquisition, Date of Acquisition Agreement | ||||
Business combination, purchase consideration | $ 7,894 | |||
Recognized of customer relationships intangibles | 5,320 | |||
Recognized of customer relationships as goodwill | 3,910 | |||
Recognized customer relationships as deferred tax liabilities | $ 1,385 | |||
Date of agreement | Mar. 3, 2021 | |||
Name of acquired entity | Vital Digital, Corp (“Vital”) | |||
Earnouts based on the operating performance | $ 1,206 | |||
Business combination, cash holdback | 578 | |||
Other net assets | 49 | |||
Payments to acquire businesses in cash | $ 3,400 | |||
Vital Digital, Corp [Member] | Caivis [Member] | ||||
Business Acquisition, Date of Acquisition Agreement | ||||
Percentage of interest acquired | 5.00% | |||
Vital Digital, Corp [Member] | Series A Common Stock [Member] | ||||
Business Acquisition, Date of Acquisition Agreement | ||||
Business acquisition, number of shares | 306,748 | |||
Business combination, fair value | $ 2,710 |
Acquisition Related Liabiliti_3
Acquisition Related Liabilities - Schedule of Acquisition Related Liabilities (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2021 | $ 23,155 |
Additions | 1,808 |
Payments made during the year | (64) |
Change in fair value of earn-out | (178) |
Balance as of June 30, 2021 | 24,721 |
eBay CRM [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2021 | 17,137 |
Balance as of June 30, 2021 | 17,137 |
Sizmek [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2021 | 4,402 |
Change in fair value of earn-out | 14 |
Balance as of June 30, 2021 | 4,416 |
PlaceIQ [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2021 | 256 |
Payments made during the year | (64) |
Change in fair value of earn-out | (192) |
IgnitionOne [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Balance as of January 1, 2021 | 1,360 |
Balance as of June 30, 2021 | 1,360 |
Kinetic Data Solutions, LLC [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Additions | 24 |
Balance as of June 30, 2021 | 24 |
Vital Digital, Corp [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Additions | 1,784 |
Balance as of June 30, 2021 | $ 1,784 |
Acquisition Related Liabiliti_4
Acquisition Related Liabilities - Additional Information (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Letter of Credit [Member] | |
Schedule of acquisition related liabilities [Line Items] | |
Amount payable | $ 6,028 |
Credit Facilities - Summary of
Credit Facilities - Summary of Long-Term Borrowings (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | ||
Total borrowings | $ 185,000 | $ 190,550 |
Less:Unamortized discount on debt | (426) | |
Less:Unamortized deferred financing cost | (1,557) | (431) |
Long term borrowings | 183,443 | 189,693 |
Credit facility [Member] | ||
Line of Credit Facility [Line Items] | ||
Total borrowings | $ 185,000 | 137,950 |
Loan under paycheck protection program [Member] | ||
Line of Credit Facility [Line Items] | ||
Total borrowings | 10,000 | |
Revolving loan [Member] | ||
Line of Credit Facility [Line Items] | ||
Total borrowings | $ 42,600 |
Credit Facilities - Additional
Credit Facilities - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 10, 2021 | Feb. 03, 2021 | Dec. 31, 2020 | Apr. 23, 2020 | Jul. 31, 2015 | Jun. 30, 2021 | Jun. 30, 2020 |
Line of Credit Facility [Line Items] | |||||||
Maximum revolving advance amount | $ 50,000 | ||||||
Repayments of long-term lines of credit | $ 42,792 | $ 180,745 | $ 3,500 | ||||
Total leverage ratio | 4 | ||||||
Fixed charge coverage ratio | 1.25 | ||||||
Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding balance of the revolving loan | $ 7,272 | ||||||
Small Business Administration [Member] | Small Business Administration To Paycheck Protection Program [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Extinguishment of debt, amount | $ 10,000 | ||||||
Senior Debt Obligations [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Secured debt | 222,500 | 222,500 | |||||
Debt issuance costs | $ 1,699 | ||||||
Debt instrument, maturity date | Feb. 3, 2026 | ||||||
Line of credit facility, remaining borrowing capacity | $ 37,500 | ||||||
Revolving Credit Facility [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding balance of the revolving loan | $ 42,600 | ||||||
Revolving Credit Facility [Member] | Senior Debt Obligations [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, current borrowing capacity | 73,750 | ||||||
Letter of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Outstanding balance of the revolving loan | 7,272 | ||||||
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 | ||||||
Paycheck Protection Program [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Debt instrument, maturity date | Apr. 24, 2022 | ||||||
Long-term line of credit | $ 10,000 | ||||||
Interest rate during period | 1.00% | ||||||
Term Loan Facility [Member] | Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Maximum revolving advance amount | $ 142,950 | ||||||
Repayments of long-term lines of credit | $ 137,953 | ||||||
Line of credit facility, remaining borrowing capacity | $ 5,000 | ||||||
Line of credit facility incremental term loan | 40,000 | ||||||
Line of credit facility delay drawn term loan | 32,950 | ||||||
Line credit facility initial term loan withdrawn at closing date | $ 70,000 | ||||||
Prime Rate [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest charged on outstanding balance, Interest rate | 1.25% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest charged on outstanding balance, Interest rate | 2.25% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Senior Debt Obligations [Member] | Maximum [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Interest charged on outstanding balance, Interest rate | 2.625% | ||||||
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% | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Term Loan Facility [Member] | Line of Credit [Member] | |||||||
Line of Credit Facility [Line Items] | |||||||
Line of credit facility, interest rate description | LIBOR+7.5% | ||||||
Debt instrument, basis spread on variable rate | 7.50% | ||||||
Debt instrument, interest rate during period | 1.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Commitments And Contingencies Disclosure [Line Items] | ||
Outstanding purchase obligation payable,2021 | $ 4,918 | |
Outstanding purchase obligation payable,2022 | 4,085 | |
Outstanding purchase obligation payable,2023 and thereafter | 0 | |
Other Current And Noncurrent Liabilities [Member] | ||
Commitments And Contingencies Disclosure [Line Items] | ||
Deferred rent | $ 2,605 | $ 2,652 |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Commitments For The Base Rents (Detail) $ in Thousands | Jun. 30, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remaining six months of 2021 | $ 1,815 |
2022 | 2,455 |
2023 | 2,030 |
2024 | 1,883 |
2025 | 1,790 |
2026 and thereafter | 5,062 |
Total | $ 15,035 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Detail) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Share-based Payment Arrangement, Disclosure [Abstract] | |
Nonvested as of January 1, 2021 | shares | 85,903,970 |
Granted | shares | 5,737,678 |
Vested | shares | (9,274,893) |
Forfeited | shares | (3,979,021) |
Canceled | shares | (16,655,197) |
Modified | shares | (68,986,297) |
Modified and reissued | shares | 68,986,297 |
Nonvested as of June 30, 2021 | shares | 61,732,537 |
Nonvested as of January 1, 2021 | $ / shares | $ 2.80 |
Granted | $ / shares | 10.10 |
Vested | $ / shares | 11.04 |
Forfeited | $ / shares | 9.12 |
Canceled | $ / shares | 3.60 |
Modified | $ / shares | 2.78 |
Modified and reissued | $ / shares | 11.36 |
Nonvested as of June 30, 2021 | $ / shares | $ 11.21 |
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 | Mar. 12, 2021 | Jun. 30, 2021 |
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | |
IPO [Member] | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | |
Percentage of vesting of restricted stock and restricted stock units | 25.00% | |
Restricted Stock [Member] | ||
Number of shares available for grant | 1,660,677 | 5,543,029 |
Number of shares forfeited during period | 3,964,122 | |
Restricted Stock Units (RSUs) [Member] | ||
Number of shares available for grant | 98,993 | 194,849 |
Stock issued during period, shares, conversion of units | 1,198,219 | |
Number of shares forfeited during period | 14,899 | |
Series A Redeemable Convertible Preferred Shares [Member] | Restricted Stock [Member] | ||
Number of shares cancelled during period | 16,655,197 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 24, 2021 | Mar. 12, 2021 | Jun. 30, 2021 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | ||
Unrecognized compensation expense | $ 662,132 | ||
Weighted average contractual years | 1 year 5 months 23 days | ||
IPO [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Percentage of vesting of restricted stock and restricted stock units | 25.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||
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 | 25.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||
Restricted Stock And Restricted Stock Units [Member] | Share-based Payment Arrangement, Tranche Two [Member] | IPO [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||
Restricted Stock And Restricted Stock Units [Member] | Maximum [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Percentage of vesting of restricted stock and restricted stock units | 20.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 4 years | ||
Restricted Stock And Restricted Stock Units [Member] | Maximum [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Percentage of vesting of restricted stock and restricted stock units | 100.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||
Restricted Stock And Restricted Stock Units [Member] | Maximum [Member] | Share-based Payment Arrangement, Tranche Three [Member] | IPO [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||
Restricted Stock And Restricted Stock Units [Member] | Minimum [Member] | Share-based Payment Arrangement, Tranche One [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||
Restricted Stock And Restricted Stock Units [Member] | Minimum [Member] | Share-based Payment Arrangement, Tranche Two [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Percentage of vesting of restricted stock and restricted stock units | 25.00% | ||
Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | ||
Restricted Stock And Restricted Stock Units [Member] | Minimum [Member] | Share-based Payment Arrangement, Tranche Three [Member] | IPO [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Share-based compensation arrangement by share-based payment award, award vesting period | 1 year | ||
Unvested Restricted Stock And Restricted Stock Units [Member] | |||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Unrecognized compensation expense | $ 61,732,537 |
Stockholders' Equity _ (Defic_2
Stockholders' Equity / (Deficit) - Additional Information (Detail) - $ / shares | Jun. 30, 2021 | Feb. 24, 2021 | Mar. 31, 2021 |
Common Class A [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares, outstanding | 152,270,401 | ||
Common Class A [Member] | Amended and Restated Certificate of Incorporation [Member] | |||
Class of Stock [Line Items] | |||
Common stock voting rights | one | ||
Common Class B [Member] | |||
Class of Stock [Line Items] | |||
Common stock, shares, outstanding | 37,856,095 | 37,856,095 | |
Common Class B [Member] | Amended and Restated Certificate of Incorporation [Member] | |||
Class of Stock [Line Items] | |||
Common stock voting rights | ten | ||
Series A Redeemable Convertible Preferred Shares [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, convertible, conversion price, decrease | $ 0.073587 | ||
Preferred stock, convertible, conversion price, increase | $ 0.59 | ||
Series A Redeemable Convertible Preferred Shares [Member] | Restricted Stock [Member] | |||
Class of Stock [Line Items] | |||
Number of shares forfeited during the period. | 16,655,197 |
Warrants and Derivative Liabi_3
Warrants and Derivative Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Warrants and Rights Note Disclosure [Abstract] | |||||
Warrants and derivative liabilities | $ 0 | $ 0 | $ 58,100 | ||
Fair value adjustment of warrants | $ (18,600) | $ 4,100 | $ 5,000 | $ 6,700 |
Warrants and Derivative Liabi_4
Warrants and Derivative Liabilities - Summary of Fair Value Measurements Inputs (Detail) | Dec. 31, 2020$ / sharesyr |
Stock Price [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and derivative liabilities | 7.56 |
Exercise Price [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and derivative liabilities | 0.01 |
Risk-free Interest Rate [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and derivative liabilities | 0.09 |
Expected Volatility [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and derivative liabilities | 64 |
Time To Maturity (in years) [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrants and derivative liabilities | yr | 0.63 |
Fair Value Disclosures - Summar
Fair Value Disclosures - Summary of Financial Instruments Measured At Fair Value On a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Jul. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Assets | |||
Assets measured at fair value | $ 5,764 | $ 12,257 | |
Liabilities | |||
Liabilities measured at fair value | $ 24,721 | 81,255 | |
Level 1 [Member] | |||
Assets | |||
Assets measured at fair value | 5,764 | 12,257 | |
Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 24,721 | 81,255 | |
Derivative Liability [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 38,400 | ||
Derivative Liability [Member] | Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 38,400 | ||
Warrant Liability [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 19,700 | ||
Warrant Liability [Member] | Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 19,700 | ||
Acquisition Related Liabilities [Member] | |||
Liabilities | |||
Liabilities measured at fair value | 24,721 | 23,155 | |
Acquisition Related Liabilities [Member] | Level 3 [Member] | |||
Liabilities | |||
Liabilities measured at fair value | $ 24,721 | 23,155 | |
Cash and Cash Equivalents [Member] | |||
Assets | |||
Assets measured at fair value | 5,764 | 12,257 | |
Cash and Cash Equivalents [Member] | Level 1 [Member] | |||
Assets | |||
Assets measured at fair value | $ 5,764 | $ 12,257 |
Fair Value Disclosures - Summ_2
Fair Value Disclosures - Summary of Reconciliations of Changes In The Fair Value of The Liabilities (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Warrant Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2021 | $ 19,700 |
Change in fair value | 4,400 |
Extinguishment of the warrant and derivative liabilities | (24,100) |
Balance as of June 30, 2021 | |
Acquisition Related Liabilities [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2021 | 23,155 |
Additions, net of payments | 1,744 |
Change in fair value | (178) |
Balance as of June 30, 2021 | 24,721 |
Derivative Liability [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance as of January 1, 2021 | 38,400 |
Change in fair value | 600 |
Extinguishment of the warrant and derivative liabilities | (39,000) |
Balance as of June 30, 2021 |
Fair Value Disclosures - Additi
Fair Value Disclosures - Additional Information (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Loans payable, fair value disclosure | $ 152,538 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | Apr. 09, 2012 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 |
Caivis Group [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Repayments of debt | $ 533 | |||||
Caivis Group [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party | $ 0 | 0 | $ 533 | |||
Caivis Group [Member] | General Administrative And Corporate Development Support Activities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction fees payable per year | $ 2,000 | 0 | 0 | |||
Related party transaction fees | $ 2,000 | 0 | 0 | |||
Casting Made Simple Corp [Member] | Websites Traffic Monetization Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party costs | 66 | $ 89 | 162 | $ 153 | ||
Casting Made Simple Corp [Member] | Websites Traffic Monetization Agreement [Member] | Accounts Payable and Accrued Liabilities [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party | $ 57 | $ 57 | $ 70 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision | $ 584 | $ 396 | $ (993) | $ 1,018 |
Effective tax rate | (0.62%) | (2.70%) | ||
Loss before income taxes | $ 94,338 | $ 14,658 | $ 120,289 | $ 30,416 |
Net Loss Per Share Attributab_3
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Unvested restricted stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 61,732,537 | 61,732,537 |
Restricted stock units (RSUs) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities | 76,224,208 | 76,224,208 |
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 | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||
Net loss | $ (94,922) | $ (24,374) | $ (15,054) | $ (16,380) | $ (119,296) | $ (31,434) |
Cumulative redeemable convertible preferred stock dividends | 3,166 | 3,716 | 7,060 | 7,376 | ||
Net loss available to common stockholders | $ (98,088) | $ (18,770) | $ (126,356) | $ (38,810) | ||
Denominator: | ||||||
Denominator for Basic and Dilutive Loss per share-Weighted-average Common Stock | 51,202,335 | 32,362,610 | 41,973,595 | 32,607,382 | ||
Basic loss per share | $ (1.92) | $ (0.58) | $ (3.01) | $ (1.19) | ||
Diluted loss per share | $ (1.92) | $ (0.58) | $ (3.01) | $ (1.19) | ||
Class A Common Stock [Member] | ||||||
Denominator: | ||||||
Denominator for Basic and Dilutive Loss per share-Weighted-average Common Stock | 20,761,219 | 10,323,885 | ||||
Class B Common Stock [Member] | ||||||
Denominator: | ||||||
Denominator for Basic and Dilutive Loss per share-Weighted-average Common Stock | 3,440,761 | 1,711,079 | ||||
Series A Common Stock [Member] | ||||||
Denominator: | ||||||
Denominator for Basic and Dilutive Loss per share-Weighted-average Common Stock | 21,730,147 | 26,108,711 | 24,005,629 | 26,108,736 | ||
Series B common stock [Member] | ||||||
Denominator: | ||||||
Denominator for Basic and Dilutive Loss per share-Weighted-average Common Stock | 2,483,731 | 3,054,318 | 2,770,584 | 3,054,318 | ||
Warrant [Member] | ||||||
Denominator: | ||||||
Denominator for Basic and Dilutive Loss per share-Weighted-average Common Stock | 2,786,277 | 3,199,581 | 3,162,418 | 3,444,328 |
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 | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Options (convertible to Series A common stock) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 950,235 | 1,159,995 | 950,235 | 1,159,995 |
Warrants (convertible to Series A common stock) | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 1,973,763 | 1,973,763 | ||
Redeemable convertible preferred stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 39,223,194 | 39,223,194 | ||
Restricted stock and Restricted stock units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total anti-dilutive outstanding potential common stock | 61,732,537 | 76,224,208 | 61,732,537 | 76,224,208 |