8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 15, 2024

THE TRADE DESK, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-37879	27-1887399
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

42 N. Chestnut Street

Ventura, California 93001

(Address of principal executive offices) (Zip Code)

(805) 585-3434

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Class A Common Stock, par value $0.000001 per share	TTD	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition. 

On February 15, 2024, The Trade Desk, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events. 

On February 15, 2024, the Company issued a press release announcing that, on February 8, 2024, the Company’s board of directors authorized and approved an additional $647 million under its share repurchase program pursuant to which the Company may purchase its outstanding Class A Common Stock, par value $0.000001 per share (the “Class A Common Stock”), bringing the total amount for future repurchases back to $700 million. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K. The share repurchase program does not obligate the Company to acquire any particular amount of Class A Common Stock and may be modified, suspended or terminated at any time at the discretion of the Company’s board of directors.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company’s amount, timing and sources of funding for the share repurchase program. Any forward-looking statements contained in this Current Report on Form 8-K are based upon the Company’s historical performance and its current plans, estimates and expectations, and are not a representation that such plans, estimates or expectations will be achieved. These forward-looking statements represent the Company’s expectations as of the date of this Current Report on Form 8-K, and involve risks, uncertainties and assumptions. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company, including changes in price and volume and the volatility of the Company’s Class A Common Stock, adverse developments affecting prices and trading of exchange-traded securities, including securities quoted on the Nasdaq Global Market, unexpected or otherwise unplanned or alternative requirements with respect to the capital investments of the Company and the risks and uncertainties disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10‑K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. The Company does not intend to update any forward-looking statement contained in this Current Report on Form 8-K to reflect events or circumstances arising after the date hereof.

Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are being filed herewith:

Exhibit No.	Description
99.1	Press release of the Company, dated February 15, 2024.
104	Cover Page Interactive Data File (formatted as Inline XBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THE TRADE DESK, INC.
Date: February 15, 2024
	By:	/s/ Laura Schenkein
		Laura Schenkein
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-99.1

Exhibit 99.1

The Trade Desk Reports Fourth Quarter and Fiscal Year 2023 Financial Results

The Trade Desk also announced an additional share repurchase authorization, bringing the total amount of authorized future repurchases to $700 million of its Class A common stock.

LOS ANGELES--(BUSINESS WIRE)--February 15, 2024--The Trade Desk, Inc. (“The Trade Desk” or the “Company”) (NASDAQ: TTD), a provider of a global technology platform for buyers of advertising, today announced financial results for its fourth quarter and fiscal year ended December 31, 2023.

“Once again The Trade Desk outpaced nearly all areas of digital advertising in 2023, with $1.95 billion of revenue representing 23% growth year over year and a record $9.6 billion of spend on our platform. At the same time, we continue to generate significant profitability and cash flow, which allows us to remain at the bleeding edge of our industry, with innovations such as Kokai. Our results are testament to the growing value that advertisers are placing on the open internet versus the limitations of walled gardens,” said Jeff Green, founder and CEO of The Trade Desk. “More and more of the world’s leading advertisers are gravitating to channels and partnerships that offer precision and premium value at scale, such as Connected TV (CTV) and retail media. More companies across the advertising ecosystem are leveraging new tools, such as UID2, OpenPath and OpenPass, which allow them to build the new identity and authentication fabric of the open internet. And with the launch of Kokai, we are bringing more value to advertisers with the industry’s most advanced, intuitive media buying platform.”

Fourth Quarter and Full Year 2023 Financial Highlights:

The following table summarizes the Company’s consolidated financial results for the quarters and fiscal years ended December 31, 2023 and 2022 ($ in millions, except per share amounts):

	Three Months Ended December 31,						Year Ended December 31,
		2023			2022			2023			2022
GAAP Results
Revenue	$	606		$	491		$	1,946		$	1,578
Increase in revenue year over year		23	%		24	%		23	%		32	%
Net income	$	97		$	71		$	179		$	53
GAAP diluted earnings per share	$	0.19		$	0.14		$	0.36		$	0.11
Non-GAAP Results
Adjusted EBITDA	$	284		$	245		$	772		$	668
Adjusted EBITDA margin		47	%		50	%		40	%		42	%
Non-GAAP net income	$	207		$	190		$	628		$	522
Non-GAAP diluted earnings per share	$	0.41		$	0.38		$	1.26		$	1.04

Fourth Quarter and 2023 Recent Business Highlights

• Continued Share Gains: 2023 gross spend of $9.6 billion.
  
  
• Strong Customer Retention: Customer retention remained over 95% during the year, as it has in each of the last ten years.
  
  
• Continued Collaboration and Support for Unified ID 2.0: The Trade Desk is building support for Unified ID 2.0 (UID2), an industry-wide approach to identity that preserves the value of relevant advertising, while putting user control and privacy at the forefront. UID2 is an upgrade and alternative to third-party cookies. Recent partnerships and pledges of integration and support include:
  • In January, DISH Media announced adoption of UID2 across its suite of traditional TV and OTT services including DISH TV and Sling TV.
  • With its integration of UID2, device and software company HP has seen improved targeting on CTV, and as a result, the company has reduced wasted advertising spend.
  • In September, Philo adopted UID2 across its roster of premium streaming TV channels.
  • Warner Bros. Discovery announced integration with UID2 across its premium entertainment, sports, news and lifestyle brands with its digital platforms, including Max and Discovery+.
  • Walmart Connect announced it is testing the integration of UID2 to inform decisioning across the open internet within the Walmart DSP.
  • EUID, the European counterpart to UID2 specifically developed for the European market, is gaining support across Europe from brands, publishers, and retailers. Initial industry engagement includes Bacardi, Kimberly-Clark, Aller Media, Future, OneFootball, Prisma Media, Tesco and others.
  • On stage at Forward ’23: Always On, NBCUniversal announced it is implementing UID2 on Peacock across all devices and consumer touchpoints, including on CTV, the web, apps and devices.
    
    
• OpenPath: OpenPath gives our clients a simplified, direct connection to participating premium publishers across the open internet. By supporting an objective, transparent supply path, OpenPath helps to maximize value for everyone involved. OpenPath is already live with dozens of publishers representing over 11,000 destinations across connected TV, mobile, display and audio.
  
  
• Industry Recognition (2023):
  • Institutional Investor Awards - Most Honored Company, Best CEO, Best Company Board, Best IR Program, Best IR Professional, Best IR Team, Best Analyst Day
  • Digiday Video and TV Awards - Best TV/Streaming Ad Sales Product of the Year
  • DigiZ Awards Hong Kong - Best Programmatic Advertising Platform
  • Marketing Excellence Awards Singapore - Excellence in Data-Driven Marketing - Gold
  • The Forrester Wave - Omnichannel Demand-Side Platforms Leader
  • Quadrant Knowledge Solutions SPARK Matrix for Ad Tech - Technology Leader
  • Stevie Awards for Customer Service Success - Bronze, Technology Industries
  • Adweek 50 List - Ian Colley
  • Ad Age 40 under 40 Award Winner - Jaime Nash
  • Top Women in Media and AdTech Award Winners: Samantha Jacobson - Change-Maker, Catherine Patterson - Tech Trailblazer, Jaime Nash - Programmatic Storyteller
  • Business Insider Rising Stars of AdTech - Ellen Mulryan, Sr. Dir. of Retail Data Partnerships
  • Fortune - Best Workplaces for Millennials
  • Fortune - Best Workplaces in Technology
  • Institutional Investor 2023-2024 All-America Executive Team List - Jeff Green, Founder and CEO
  • US News & World Report - Best Media Companies To Work For
  • National Intern Day - Top 100 Internship Programs of 2023
    
    
• Share Repurchases:
  • The Company repurchased approximately $220 million of its Class A common stock in the fourth quarter of 2023. The Company repurchased approximately $647 million of its Class A common stock in the year ended December 31, 2023, at an average repurchase price of $63.87. As of December 31, 2023, the Company had $53 million available and authorized for repurchases.

Financial Guidance:

First Quarter 2024 outlook summary:

• Revenue at least $478 million
• Adjusted EBITDA of approximately $130 million

The Company has not provided an outlook for GAAP Net Income or reconciliation of Adjusted EBITDA guidance to Net Income, the closest corresponding U.S. GAAP measure, because Net Income outlook is not available without unreasonable efforts on a forward-looking basis due to the variability and complexity with respect to the charges excluded from these non-GAAP measures; in particular, the measures and effects of our stock-based compensation expense that are directly impacted by unpredictable fluctuations in our share price. The Company expects the variability of the above charges could have a significant and potentially unpredictable impact on our future U.S. GAAP financial results.

Use of Non-GAAP Financial Information

Included within this press release are the non-GAAP financial measures of Adjusted EBITDA, Non-GAAP Net Income and Non-GAAP Diluted EPS that supplement the Consolidated Statements of Operations of the Company prepared under generally accepted accounting principles (“GAAP”). Adjusted EBITDA is earnings before interest income, net; provision for income taxes; depreciation and amortization; and stock-based compensation. Non-GAAP Net Income excludes charges and the related income tax effects for stock-based compensation. Tax rates on the tax-deductible portions of the stock-based compensation expense approximating 25% to 30% have been used in the computation of non-GAAP Net Income and non-GAAP Diluted EPS. Reconciliations of GAAP to non-GAAP amounts for the periods presented herein are provided in schedules accompanying this release and should be considered together with the Consolidated Statements of Operations. These non-GAAP measures are not meant as a substitute for GAAP, but are included solely for informational and comparative purposes. The Company’s management believes that this information can assist investors in evaluating the Company's operational trends, financial performance and cash-generating capacity. Management believes these non-GAAP measures allow investors to evaluate the Company’s financial performance using some of the same measures as management. However, the non-GAAP financial measures should not be regarded as a replacement for or superior to corresponding, similarly captioned, GAAP measures and may be different from non-GAAP financial measures used by other companies.

Fourth Quarter and Fiscal Year 2023 Financial Results Webcast and Conference Call Details

• When: February 15, 2024 at 2:00 P.M. Pacific Time (5:00 P.M. Eastern Time).
• Webcast: A live webcast of the call can be accessed from the Investor Relations section of The Trade Desk’s website at http://investors.thetradedesk.com/. Following the call, a replay will be available on the Company’s website.
• Dial-in: To access the call via telephone in North America, please dial 888-506-0062. For callers outside the United States, please dial 1-973-528-0011. Participants should reference the conference call ID code “982223” after dialing in.
• Audio replay: An audio replay of the call will be available beginning about two hours after the call. To listen to the replay in the United States, please dial 877-481-4010 (replay code: 49704). Outside the United States, please dial 1-919-882-2331 (replay code: 49704). The audio replay will be available via telephone until February 22, 2024.

The Trade Desk, Inc. uses its Investor Relations website (http://investors.thetradedesk.com/), its Twitter feed (@TheTradeDesk), LinkedIn page (https://www.linkedin.com/company/the-trade-desk/), Facebook page (https://www.facebook.com/TheTradeDesk/) and LinkedIn profile (https://www.linkedin.com/in/jefftgreen/) as a means of disclosing information about the company and for complying with its disclosure obligations under Regulation FD. The information that is posted through these channels may be deemed material. Accordingly, investors should monitor these channels in addition to The Trade Desk’s press releases, SEC filings, public conference calls and webcasts.

Share Repurchase Program

The Company also announced that its board of directors approved an additional $647 million under its share repurchase program pursuant to which the Company may purchase its outstanding Class A Common Stock, bringing the total amount for future repurchases back to $700 million. This program does not obligate the Company to acquire any particular amount of Class A Common Stock, and may be modified, suspended or terminated at any time at the discretion of the Company’s board of directors.

About The Trade Desk

The Trade Desk^™ is a technology company that empowers buyers of advertising. Through its self-service, cloud-based platform, ad buyers can create, manage and optimize digital advertising campaigns across ad formats and devices. Integrations with major data, inventory and publisher partners ensure maximum reach and decisioning capabilities, and enterprise APIs enable custom development on top of the platform. Headquartered in Ventura, CA, The Trade Desk has offices across North America, Europe and Asia Pacific. To learn more, visit thetradedesk.com or follow us on Facebook, Twitter, LinkedIn and YouTube.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to expectations concerning matters that (a) are not historical facts, (b) predict or forecast future events or results or (c) embody assumptions that may prove to have been inaccurate, including statements relating to industry and market trends, the Company’s financial targets, such as revenue and Adjusted EBITDA and the amount, timing and sources of funding for the Company’s share repurchase program. When words such as “believe,” “expect,” “anticipate,” “will”, “outlook” or similar expressions are used, the Company is making forward-looking statements. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it cannot give readers any assurance that such expectations will prove correct. These forward-looking statements involve risks, uncertainties and assumptions, including those related to the Company’s relatively limited operating history, which makes it difficult to evaluate the Company’s business and prospects, the market for programmatic advertising developing slower or differently than the Company’s expectations, the demands and expectations of clients and the ability to attract and retain clients. The actual results may differ materially from those anticipated in the forward-looking statements as a result of numerous factors, many of which are beyond the control of the Company. These are disclosed in the Company’s reports filed from time to time with the Securities and Exchange Commission, including its most recent Form 10-K and any subsequent filings on Forms 10-Q or 8-K, available at www.sec.gov. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company does not intend to update any forward-looking statement contained in this press release to reflect events or circumstances arising after the date hereof.

THE TRADE DESK, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Amounts in thousands, except per share amounts) (Unaudited)
	Three Months Ended December 31,						Year Ended December 31,
		2023			2022			2023			2022
Revenue	$	605,797		$	490,737		$	1,946,120		$	1,577,795
Operating expenses (1):
Platform operations		100,695			79,619			365,598			281,123
Sales and marketing		126,793			92,829			447,970			337,975
Technology and development		102,004			84,479			411,794			319,876
General and administrative		131,867			133,650			520,278			525,167
Total operating expenses		461,359			390,577			1,745,640			1,464,141
Income from operations		144,438			100,160			200,480			113,654
Total other income, net		(16,238	)		(11,960	)		(67,515	)		(13,716	)
Income before income taxes		160,676			112,120			267,995			127,370
Provision for income taxes		63,353			40,933			89,055			73,985
Net income	$	97,323		$	71,187		$	178,940		$	53,385
Earnings per share:
Basic	$	0.20		$	0.15		$	0.37		$	0.11
Diluted	$	0.19		$	0.14		$	0.36		$	0.11
Weighted-average shares outstanding:
Basic		489,454			489,217			489,261			486,937
Diluted		499,682			500,432			500,182			499,925
___________________________
(1) Includes stock-based compensation expense as follows:

THE TRADE DESK, INC. STOCK-BASED COMPENSATION EXPENSE (Amounts in thousands) (Unaudited)
	Three Months Ended December 31,				Year Ended December 31,
	2023		2022		2023		2022
Platform operations	$	6,406	$	4,031	$	21,048	$	18,285
Sales and marketing		21,885		15,724		75,924		64,442
Technology and development		29,540		27,564		120,823		94,822
General and administrative (1)		63,604		80,212		273,826		321,093
Total	$	121,435	$	127,531	$	491,621	$	498,642
___________________________
(1) Includes stock-based compensation expense related to a long-term CEO performance grant of $42 million and $66 million for the three months ended December 31, 2023 and 2022, respectively, as well as $198 million and $262 million for the twelve months ended December 31, 2023 and 2022, respectively.

THE TRADE DESK, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands) (Unaudited)
	As of December 31, 2023		As of December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	895,129	$	1,030,506
Short-term investments, net		485,159		416,080
Accounts receivable, net		2,870,313		2,347,195
Prepaid expenses and other current assets		63,353		51,836
Total current assets		4,313,954		3,845,617
Property and equipment, net		161,422		173,759
Operating lease assets		197,732		220,396
Deferred income taxes		154,849		94,028
Other assets, non-current		60,730		46,879
Total assets	$	4,888,687	$	4,380,679
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	2,317,318	$	1,871,419
Accrued expenses and other current liabilities		137,996		105,474
Operating lease liabilities		55,524		52,430
Total current liabilities		2,510,838		2,029,323
Operating lease liabilities, non-current		180,369		208,527
Other liabilities, non-current		33,261		27,490
Total liabilities		2,724,468		2,265,340
Stockholders' equity:
Preferred stock		—		—
Common stock		—		—
Additional paid-in capital		1,967,265		1,449,825
Retained earnings		196,954		665,514
Total stockholders' equity		2,164,219		2,115,339
Total liabilities and stockholders' equity	$	4,888,687	$	4,380,679

THE TRADE DESK, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) (Unaudited)
	Year Ended December 31,
		2023			2022
OPERATING ACTIVITIES:
Net income	$	178,940		$	53,385
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		80,418			54,425
Stock-based compensation		491,621			498,642
Noncash lease expense		48,955			44,115
Provision for expected credit losses on accounts receivable		2,960			3,203
Deferred income taxes		(61,597	)		(11,507	)
Other		(20,379	)		622
Changes in operating assets and liabilities:
Accounts receivable		(554,012	)		(291,747	)
Prepaid expenses and other current and non-current assets		(26,815	)		50,655
Accounts payable		475,463			187,119
Accrued expenses and other current and non-current liabilities		35,681			8,168
Operating lease liabilities		(52,913	)		(48,346	)
Net cash provided by operating activities		598,322			548,734
INVESTING ACTIVITIES:
Purchases of investments		(608,379	)		(553,295	)
Sales of investments		—			1,977
Maturities of investments		555,806			338,829
Purchases of property and equipment		(46,790	)		(84,160	)
Capitalized software development costs		(8,230	)		(7,725	)
Net cash used in investing activities		(107,593	)		(304,374	)
FINANCING ACTIVITIES:
Repurchases of Class A common stock		(646,597	)		—
Proceeds from exercise of stock options		60,525			47,525
Proceeds from employee stock purchase plan		38,482			33,062
Taxes paid related to net settlement of restricted stock awards		(78,516	)		(48,595	)
Net cash provided by (used in) financing activities		(626,106	)		31,992
Increase (decrease) in cash and cash equivalents		(135,377	)		276,352
Cash and cash equivalents—Beginning of year		1,030,506			754,154
Cash and cash equivalents—End of year	$	895,129		$	1,030,506

Non-GAAP Financial Metrics (Amounts in thousands, except per share amounts)
The following tables show the Company’s non-GAAP financial metrics reconciled to the comparable GAAP financial metrics included in this release.
	Three Months Ended December 31,						Year Ended December 31,
		2023			2022			2023			2022
Net income	$	97,323		$	71,187		$	178,940		$	53,385
Add back (deduct):
Depreciation and amortization expense		20,529			16,844			80,418			54,425
Stock-based compensation expense		121,435			127,531			491,621			498,642
Interest income, net		(18,952	)		(11,434	)		(68,508	)		(12,755	)
Provision for income taxes		63,353			40,933			89,055			73,985
Adjusted EBITDA	$	283,688		$	245,061		$	771,526		$	667,682
	Three Months Ended December 31,						Year Ended December 31,
		2023			2022			2023			2022
GAAP net income	$	97,323		$	71,187		$	178,940		$	53,385
Add back (deduct):
Stock-based compensation expense		121,435			127,531			491,621			498,642
Adjustment for income taxes		(11,896	)		(8,576	)		(42,462	)		(29,995	)
Non-GAAP net income	$	206,862		$	190,142		$	628,099		$	522,032
GAAP diluted earnings per share	$	0.19		$	0.14		$	0.36		$	0.11
GAAP weighted-average shares outstanding—diluted		499,682			500,432			500,182			499,925
Non-GAAP diluted earnings per share	$	0.41		$	0.38		$	1.26		$	1.04
Non-GAAP weighted-average shares used in computing Non-GAAP earnings per share, diluted		499,682			500,432			500,182			499,925

Contacts

Investors
Jake Graves
Manager, Investor Relations
The Trade Desk
ir@thetradedesk.com

Media
Melinda Zurich
VP, Communications
The Trade Desk
melinda.zurich@thetradedesk.com

XML

Document and Entity Information	Feb. 15, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 2024
Entity Registrant Name	THE TRADE DESK, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-37879
Entity Tax Identification Number	27-1887399
Entity Address, Address Line One	42 N. Chestnut Street
Entity Address, City or Town	Ventura
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93001
City Area Code	805
Local Phone Number	585-3434
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001671933
Title of 12(b) Security	Class A Common Stock, par value $0.000001 per share
Trading Symbol	TTD
Security Exchange Name	NASDAQ
Entity Information, Former Legal or Registered Name	Not Applicable