Merger, Acquisition, and Restructuring Costs

6 Months Ended

Jun. 30, 2023

Restructuring and Related Activities [Abstract]

Merger, Acquisition, and Restructuring Costs

Merger, Acquisition, and Restructuring Costs

Merger, acquisition, and restructuring costs consist primarily of professional services fees and employee termination costs, including stock-based compensation charges, associated with the SpotX Acquisition and restructuring activities.

The following table summarizes merger, acquisition, and restructuring cost activity (in thousands):

	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
	(in thousands)
Personnel related (severance and one-time termination benefit costs)	$	—	$	510	$	3,218	$	1,227
Loss contracts (facilities related)	—		—		2,190		—
Exit costs	—		—		1,408		—
Impairment of property and equipment, net	—		—		506		—
Non-cash stock-based compensation (double-trigger acceleration and severance)	—		60		143		2,004
Impairment costs of abandoned technology	—		—		—		3,320
Professional services (investment banking advisory, legal and other professional services)	—		142		—		$	917
Total merger, acquisition, and restructuring costs	$	—	$	712	$	7,465	$	7,468

During the six months ended June 30, 2023, the Company incurred merger, acquisition, and restructuring costs of $7.5 million, and during the three and six months ended June 30, 2022, the Company incurred merger, acquisition, and restructuring costs of $0.7 million and $7.5 million, respectively. During the six months ended June 30, 2023, these activities included the Company's reduction of its global workforce primarily associated with the elimination of duplicative roles and other costs associated with the consolidation of its legacy CTV and SpotX CTV platforms following the SpotX Acquisition, including loss contracts for office facilities the Company does not plan to continue to occupy and impairment charges related to certain assets it no longer plans to utilize. During the three and six months ended June 30, 2022 the Company incurred restructuring costs following the SpotX Acquisition.

Accrued restructuring costs related to mergers and acquisitions were $2.2 million and $1.2 million at June 30, 2023 and December 31, 2022, respectively, and were primarily related the Company's consolidation of its platforms as mentioned above and the Telaria Merger. Accrued restructuring costs associated with personnel costs are included within accounts payable and accrued expenses and accruals related to exit costs are included within other current liabilities and other liabilities, non-current on the Company's condensed consolidated balance sheets.

	(in thousands)
Accrued restructuring costs at December 31, 2022	$	1,222
Personnel related and non-cash stock-based compensation	3,361
Loss contracts (facilities related)	2,190
Exit costs	1,408
Impairment of property and equipment, net	506
Cash paid for restructuring costs	(3,626)
Non-cash loss contracts (facilities related)	(2,190)
Non-cash impairments	(506)
Non-cash stock-based compensation	(143)
Accrued restructuring costs at June 30, 2023	$	2,222