UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
Commission File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
(Address of principal executive offices) (Zip Code)
(
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large-accelerated filer |
☐ |
☒ |
|
|
|
|
|
Non-accelerated filer |
☐ |
Smaller reporting company |
|
|
|
|
|
|
|
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of April 28, 2023,
ZETA GLOBAL HOLDINGS CORP.
Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 31, 2023
TABLE OF CONTENTS
|
|
Page |
|
||
|
|
|
Item 1. |
3 |
|
|
|
|
|
Condensed Unaudited Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 |
3 |
|
|
|
|
4 |
|
|
|
|
|
5 |
|
|
|
|
|
7 |
|
|
|
|
|
Notes to Condensed Unaudited Consolidated Financial Statements |
8 |
|
|
|
Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
20 |
|
|
|
Item 3. |
30 |
|
|
|
|
Item 4. |
31 |
|
|
|
|
|
||
|
|
|
Item 1. |
32 |
|
|
|
|
Item 1A. |
32 |
|
|
|
|
Item 2. |
32 |
|
|
|
|
Item 3. |
32 |
|
|
|
|
Item 4. |
32 |
|
|
|
|
Item 5. |
32 |
|
|
|
|
Item 6. |
33 |
|
|
|
|
|
34 |
|
i
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which statements involve substantial risks and uncertainties. All statements made in this Quarterly Report on Form 10-Q that are not statements of historical fact, including statements about our beliefs and expectations and regarding future events or our future results of operations, financial condition, business, strategies, financial needs, and the plans and objectives of management, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,” “estimates,” “targets,” “projects,” “should,” “could,” “would,” “may,” “will,” “forecast” and other similar expressions or the negative of those terms. We base these forward-looking statements on our current expectations, plans and assumptions that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at such time. As you read this Quarterly Report on Form 10-Q, you should understand that these statements are not guarantees of future performance or results. The forward-looking statements are subject to and involve risks, uncertainties and assumptions, and you should not place undue reliance on these forward-looking statements. Although we believe that these forward-looking statements are based on reasonable assumptions at the time they are made, you should be aware that many factors could affect our business, results of operations and financial condition and could cause actual results to differ materially from those expressed in the forward-looking statements. The following important factors, along with the factors discussed in “Risk Factors” in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (“2022 Annual Report”), may materially affect such forward-looking statements:
You should not place undue reliance on our forward-looking statements and you should not rely on forward-looking statements as predictions of future events. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements. The forward-looking statements made in this Quarterly Report on Form 10-Q should not be construed by you to be exhaustive and speak only as of the date of this report. We undertake no obligation to update any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.
1
Unless the context otherwise requires, references in this Quarterly Report on Form 10-Q to “Zeta,” “Zeta Global,” “we,” “us,” “our” or “the Company” refer to Zeta Global Holdings Corp.
WHERE YOU CAN FIND MORE INFORMATION
The Company maintains a website at the following address: https://zetaglobal.com. The information on the Company’s website is not incorporated by reference in, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q.
We make available on or through our website certain reports and amendments to those reports we file with or furnish to the Securities and Exchange Commission (“SEC”) pursuant to Section 13(a) or 15(d) of the Exchange Act. These include our annual reports on Form 10-K, our quarterly reports on Form 10-Q, and our current reports on Form 8-K. We make this information available on our website free of charge as soon as reasonably practicable after we electronically file the information with, or furnish it to, the SEC.
Investors and others should note that we routinely announce material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts, and the Zeta Global Investor Relations website at https://investors.zetaglobal.com. We use these channels as well as social media channels (e.g., the Zeta Facebook account (facebook.com/ZetaGlobal); the Zeta Instagram account (instagram.com/zetaglobal); the Zeta Twitter account (twitter.com/zetaglobal); and the Zeta LinkedIn account (linkedin.com/company/zetaglobal)) as a means of disclosing information about our business to our customers, colleagues, investors, and the public. While not all of the information that we post to the Zeta Global Investor Relations website or on our social media channels is of a material nature, some information could be deemed to be material. Accordingly, we encourage investors, the media, and others interested in Zeta to review the information that we share on the Zeta Global Investor Relations website and on our social media channels. The information on the Zeta Global Investor Relations website and the Company’s social media channels is not incorporated by reference in, or otherwise to be regarded as part of, this Quarterly Report on Form 10-Q.
2
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Unaudited Consolidated Balance Sheets
(In thousands, except shares, per share and par values)
|
|
As of |
|
|||||
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
|
|
$ |
|
||
Accounts receivable, net of allowance of $ |
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
||
Other current assets |
|
|
|
|
|
|
||
Total current assets |
|
|
|
|
|
|
||
Non-current assets: |
|
|
|
|
|
|
||
Property and equipment, net |
|
|
|
|
|
|
||
Website and software development costs, net |
|
|
|
|
|
|
||
Right-to-use asset - operating leases, net |
|
|
|
|
|
|
||
Intangible assets, net |
|
|
|
|
|
|
||
Goodwill |
|
|
|
|
|
|
||
Deferred tax assets, net |
|
|
|
|
|
|
||
Other non-current assets |
|
|
|
|
|
|
||
Total non-current assets |
|
$ |
|
|
$ |
|
||
Total assets |
|
$ |
|
|
$ |
|
||
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
|
|
|
$ |
|
||
Accrued expenses |
|
|
|
|
|
|
||
Acquisition-related liabilities (current) |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
||
Other current liabilities |
|
|
|
|
|
|
||
Total current liabilities |
|
|
|
|
|
|
||
Non-current liabilities: |
|
|
|
|
|
|
||
Long-term borrowings |
|
|
|
|
|
|
||
Acquisition-related liabilities (non-current) |
|
|
|
|
|
|
||
Other non-current liabilities |
|
|
|
|
|
|
||
Total non-current liabilities |
|
|
|
|
|
|
||
Total liabilities |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|||
Stockholders’ equity: |
|
|
|
|
|
|
||
Class A common stock $ |
|
|
|
|
|
|
||
Class B common stock $ |
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
|
||
Accumulated deficit |
|
|
( |
) |
|
|
( |
) |
Accumulated other comprehensive loss |
|
|
( |
) |
|
|
( |
) |
Total stockholders’ equity |
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed unaudited consolidated financial statements.
3
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share amounts)
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Revenues |
|
$ |
|
|
$ |
|
||
Operating expenses: |
|
|
|
|
|
|
||
Cost of revenues (excluding depreciation and amortization) |
|
|
|
|
|
|
||
General and administrative expenses |
|
|
|
|
|
|
||
Selling and marketing expenses |
|
|
|
|
|
|
||
Research and development expenses |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Acquisition-related expenses |
|
|
|
|
|
|
||
Total operating expenses |
|
$ |
|
|
$ |
|
||
Loss from operations |
|
|
( |
) |
|
|
( |
) |
Interest expense |
|
|
|
|
|
|
||
Other expenses |
|
|
|
|
|
|
||
Total other expenses |
|
$ |
|
|
$ |
|
||
Loss before income taxes |
|
|
( |
) |
|
|
( |
) |
Income tax provision/(benefit) |
|
|
|
|
$ |
( |
) |
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive (income) / loss: |
|
|
|
|
|
|
||
Foreign currency translation adjustment |
|
|
( |
) |
|
|
|
|
Total comprehensive loss |
|
$ |
( |
) |
|
$ |
( |
) |
Net loss per share |
|
|
|
|
|
|
||
Net loss available to common stockholders |
|
$ |
( |
) |
|
$ |
( |
) |
Basic loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
Diluted loss per share |
|
$ |
( |
) |
|
$ |
( |
) |
Weighted average number of shares used to compute net loss per share |
|
|
|
|
|
|
||
Basic |
|
|
|
|
|
|
||
Diluted |
|
|
|
|
|
|
||
The Company recorded stock-based compensation under respective lines of the above unaudited consolidated statements of operations and comprehensive loss:
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cost of revenues (excluding depreciation and amortization) |
|
$ |
|
|
$ |
|
||
General and administrative expenses |
|
|
|
|
|
|
||
Selling and marketing expenses |
|
|
|
|
|
|
||
Research and development expenses |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed unaudited consolidated financial statements.
4
Condensed Unaudited Consolidated Statements of Stockholders’ Equity
(In thousands, except shares)
|
|
Class A common stock |
|
Class B common stock |
|
|
|
|
|
|
|
|
||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid-in Capital |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Loss |
|
Total |
Balance as of January 1, 20231 |
|
|
$ |
|
|
$ |
|
$ |
|
$( |
|
$( |
|
$ |
||
Restricted stock grants |
|
|
|
— |
|
- |
|
( |
|
- |
|
- |
|
- |
||
Shares repurchased |
|
( |
|
- |
|
( |
|
- |
|
( |
|
- |
|
- |
|
( |
Restricted stock forfeitures |
|
( |
|
- |
|
— |
|
- |
|
- |
|
- |
|
- |
|
- |
Class B common stock transferred to Class A common stock |
|
|
- |
|
( |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Options exercised |
|
|
- |
|
— |
|
- |
|
|
- |
|
- |
|
|||
Stock-based compensation |
|
- |
|
- |
|
— |
|
- |
|
|
- |
|
- |
|
||
Restricted stock units vesting |
|
|
- |
|
— |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Foreign currency translation adjustment |
|
- |
|
- |
|
— |
|
- |
|
- |
|
- |
|
|
||
Net loss |
|
- |
|
- |
|
— |
|
- |
|
- |
|
( |
|
- |
|
( |
Balance as of March 31, 20232 |
|
|
$ |
|
|
$ |
|
$ |
|
$( |
|
$( |
|
$ |
||
1.
2.
5
|
|
Class A common stock |
|
Class B common stock |
|
|
|
|
|
|
|
|
||||
|
|
Shares |
|
Amount |
|
Shares |
|
Amount |
|
Additional Paid-in Capital |
|
Accumulated Deficit |
|
Accumulated Other Comprehensive Loss |
|
Total |
Balance as of January 1, 20223 |
|
|
|
|
|
|
( |
|
( |
|
||||||
Shares issued in connection with certain agreements |
|
|
|
- |
|
— |
|
|
— |
|
— |
|
||||
Restricted stock grants |
|
|
|
— |
|
— |
|
( |
|
— |
|
— |
|
— |
||
Restricted stock forfeitures |
|
( |
|
( |
|
— |
|
— |
|
|
— |
|
— |
|
— |
|
Class B common stock transferred to Class A common stock |
|
|
|
( |
|
( |
|
— |
|
— |
|
— |
|
— |
||
Stock-based compensation |
|
— |
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
||
Options exercised |
|
|
— |
|
— |
|
— |
|
|
— |
|
— |
|
|||
Foreign currency translation adjustment |
|
— |
|
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
( |
Net loss |
|
— |
|
— |
|
— |
|
— |
|
— |
|
( |
|
— |
|
( |
Balance as of March 31, 20224 |
|
|
|
|
|
|
( |
|
( |
|
||||||
3.
4.
See accompanying notes to condensed unaudited consolidated financial statements.
6
Condensed Unaudited Consolidated Statements of Cash Flows
(In thousands)
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
Adjustments to reconcile net loss to net cash provided by operating activities: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Stock-based compensation |
|
|
|
|
|
|
||
Deferred income taxes |
|
|
( |
) |
|
|
( |
) |
Change in fair value of acquisition-related liabilities |
|
|
|
|
|
|
||
Others, net |
|
|
|
|
|
|
||
Change in non-cash working capital (net of acquisitions): |
|
|
|
|
|
|
||
Accounts receivable |
|
|
( |
) |
|
|
|
|
Prepaid expenses |
|
|
|
|
|
|
||
Other current assets |
|
|
( |
) |
|
|
( |
) |
Other non-current assets |
|
|
( |
) |
|
|
( |
) |
Deferred revenue |
|
|
|
|
|
( |
) |
|
Accounts payable |
|
|
|
|
|
( |
) |
|
Accrued expenses and other current liabilities |
|
|
( |
) |
|
|
( |
) |
Other non-current liabilities |
|
|
|
|
|
( |
) |
|
Net cash provided by operating activities |
|
|
|
|
|
|
||
Cash flows from investing activities: |
|
|
|
|
|
|
||
Capital expenditures |
|
|
( |
) |
|
|
( |
) |
Website and software development costs |
|
|
( |
) |
|
|
( |
) |
Acquisitions and other investments, net of cash acquired |
|
|
( |
) |
|
|
( |
) |
Net cash used for investing activities |
|
|
( |
) |
|
|
( |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
||
Cash paid for acquisition-related liabilities |
|
|
( |
) |
|
|
( |
) |
Proceeds from credit facilities, net of issuance cost |
|
|
|
|
|
|
||
Exercise of options |
|
|
|
|
|
|
||
Repurchase of shares |
|
|
( |
) |
|
|
- |
|
Repayments against the credit facilities |
|
|
( |
) |
|
|
( |
) |
Net cash used for financing activities |
|
|
( |
) |
|
|
( |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Net (decrease) / increase in cash and cash equivalents |
|
|
( |
) |
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
Supplemental cash flow disclosures including non-cash activities: |
|
|
|
|
|
|
||
Cash paid for interest, net |
|
$ |
|
|
$ |
|
||
Cash paid for income taxes, net of refund |
|
$ |
|
|
$ |
|
||
Liability established in connection with acquisitions |
|
$ |
|
|
$ |
|
||
Capitalized stock-based compensation as website and software development costs |
|
$ |
|
|
$ |
|
||
Shares issued in connection with acquisitions and other agreements |
|
$ |
- |
|
|
$ |
|
|
Non-cash consideration for website and software development costs |
|
$ |
|
|
$ |
|
||
See accompanying notes to condensed unaudited consolidated financial statements.
7
Notes to Condensed Unaudited Consolidated Financial Statements
(In thousands, except share and per share amounts)
1. Organization and Background
(a) Nature of Business
Zeta Global Holdings Corp., a Delaware Corporation ("Zeta" or “Zeta Global Holdings”) and Zeta Global Corp., a Delaware Corporation and the operating company (“Zeta Global” individually, or collectively with Zeta Global Holdings Corp. and its consolidated entities, as context dictates, the “Company”), is a marketing technology company that uses proprietary data, artificial intelligence and software to create a technology platform that enables marketers to acquire, retain and grow customer relationships. The Company’s technology platform powers data-driven marketing programs for enterprises across a wide range of industries and utilizes all digital distribution channels including email, search, social, mobile, display and connected TV. Zeta Global was incorporated and began operations in October 2007.
2. Basis of Presentation and Summary of Significant Accounting Policies
(a) Principles of Consolidation
The accompanying condensed unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the condensed unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2022 consolidated financial statements data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2023, the results of operations, comprehensive loss and stockholders’ equity for the three-months ended March 31, 2023 and 2022, respectively, and cash flows for the three-months ended March 31, 2023, and 2022, respectively. The results of operations for the three-months ended March 31, 2023 and 2022, respectively, are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenues and expenses reported during the period. Actual results could differ from estimates. The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended December 31, 2022, which was included in Form 10-K filed with the SEC on February 24, 2023.
The accompanying condensed unaudited consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. Certain reclassifications have been made to amounts presented in our condensed unaudited consolidated statement of cash flows for the three months ended March 31, 2022 to conform to the presentation for the three months ended March 31, 2023.
(b) Revenue Recognition
Revenue arises primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customer usage of technology.
Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to an exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues.
When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the goods or services transferred and presents the revenue and expense based on the fair value of the goods or services provided or received.
8
Contract assets and liabilities
Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $
Contract liabilities consists of deferred revenues that represent amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the three months ended March 31, 2023 and 2022, the Company billed and collected $
Remaining Performance Obligations
Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors.
As of March 31, 2023, the Company's remaining performance obligations for the next and were approximately $
Disaggregation of revenues from contract with customers
The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be Direct Platform Revenues. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenues.
The following table summarizes disaggregation for the three months ended March 31, 2023 and 2022, respectively.
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Direct platform revenues |
|
|
% |
|
|
% |
||
Integrated platform revenues |
|
|
% |
|
|
% |
||
Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets.
(c) Stock-based compensation and other stock-based payments:
The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, performance stock units (“PSUs”), shares purchased under its employee stock purchase plan and stock options granted to the employees, consultants or advisors and non-employee directors, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. The Company accounts for the modification to already issued awards as per guidance in ASC 718-20-35-3 (Refer to "Note 9. Stock-Based Compensation").
The Company accounts for all stock options and restricted shares granted prior to the IPO using a fair value-based method. The fair value of each stock option granted to employees is estimated on the date of the grant using the Black-Scholes-Merton option pricing model, and the related stock-based compensation is recognized over the expected life of the option. The fair value of the restricted shares granted prior to the IPO was determined using the Monte-Carlo simulation method and for the restricted shares granted post-IPO is based on the Company’s closing stock price as of the day prior to the date of the grants. The Company accounts for the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation.
The Company accounts for its PSU awards based on the fair value determined using the Monte Carlo simulation method and for its ESPP plan using the Black-Scholes-Merton model, by a third-party valuation firm engaged by the Company. The Company recognizes the stock-based compensation related to these plans on a straight-line basis over the vesting terms associated with these plans.
9
(d) Segments
The Company operates as
Revenues by geographical region consisted of the following;
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
US |
|
$ |
|
|
$ |
|
||
International |
|
|
|
|
|
|
||
Total revenues |
|
$ |
|
|
$ |
|
||
Total long-lived assets (including right-to-use asset) by geographical region consisted of the following;
|
|
As of |
|
|||||
|
|
March 31, 2023 |
|
|
December 31, 2022 |
|
||
US |
|
$ |
|
|
$ |
|
||
International |
|
|
|
|
|
|
||
Total long-lived assets |
|
$ |
|
|
$ |
|
||
(e) Concentration of Credit Risk
No customer accounted for more than
Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of March 31, 2023 and December 31, 2022, respectively, there was no customer that represented more than
(f) Operating leases:
On January 1, 2022, the Company adopted ASC 842, Leases, and recognized right to use assets and operating lease liabilities in its consolidated balance sheets. The Company held an emerging growth company status for 2022, therefore it elected the option to present the impact of adoption within the annual financial statements for the year ended December 31, 2022 and interim statements thereafter.
The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. A contract is or contains a lease when, (1) the contract contains an identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration.
Right-to-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. Operating leases with a duration of one year or less are excluded from right-of-use assets and lease liabilities and related expense is recorded as incurred.
As the rate implicit for each of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. Right-of-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense is a combination of interest on lease liability and amortization of right-of-use assets. Operating lease expenses are included in general and administrative expenses in the
10
condensed unaudited consolidated statements of operations and comprehensive loss. Refer to "Note 10 - Leases" for additional information.
In October 2021, the FASB released ASU No. 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, however early adoption is permitted. The guidance is applicable and as such adopted by the Company beginning from
In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” ASU No. 2016-13 requires entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model affects how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the Company adopted the new guidance for the annual reporting period beginning
3. Intangible Assets
The details of intangible assets and related accumulated amortization are set forth below:
|
|
As of March 31, 2023 |
|
|
As of December 31, 2022 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
|
Gross |
|
|
Accumulated |
|
|
Net |
|
||||||
Data supply relationships |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Tradenames |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Completed technologies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Customer relationships |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Amortization expense of intangibles for the three months ended March 31, 2023 and 2022 was $
Weighted average useful life of the unamortized intangibles as of March 31, 2023 was
|
|
As of March 31, 2023 |
|
|
Year ended December 31, |
|
|
|
|
Remaining nine months of 2023 |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
2028 and thereafter |
|
|
|
|
Total |
|
$ |
|
|
11
4. Goodwill
Following is a summary of the carrying value of goodwill:
Balance as of January 1, 2023 |
|
$ |
|
|
Acquisition of WhatCounts |
|
|
|
|
Foreign currency translation |
|
|
|
|
Balance as of March 31, 2023 |
|
$ |
|
There were no events during the three months ended March 31, 2023 to which an impairment analysis would be warranted.
5. Acquisitions
The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. Acquisition-related expenses are expensed when incurred.
The Company may also agree to pay a portion of the purchase price for certain acquisitions in the form of contingent consideration. The unpaid amounts of these liabilities are included in the acquisition-related liabilities on the condensed unaudited consolidated balance sheets as of March 31, 2023 and December 31, 2022.
(a) WhatCounts, Inc.
On
The Company concluded the transaction represents an acquisition of a business under ASC 805, Business Combinations. The total consideration of WhatCounts acquisition is $
Prior to the acquisition, WhatCounts' technology asset was being used as an Email Service Provider (“ESP”) serving large enterprises, the middle market, and Small and Medium Businesses (“SMBs”). Therefore, the Company paid a premium to acquire these assets, which is represented as Goodwill in the above purchase price allocation. The Company incurred $
Goodwill acquired by the Company in its WhatCounts acquisition is deductible for tax purposes.
(b) ArcaMax Publishing, Inc.
On
12
and $
Prior to the acquisition, ArcaMax was a leader in the development and distribution of more than
Goodwill acquired by the Company in its ArcaMax acquisition is not deductible for tax purposes.
The following is a summary of acquisition-related liabilities:
|
|
eBay CRM |
|
|
IgnitionOne |
|
|
Kinetic |
|
|
Vital |
|
|
Apptness |
|
|
ArcaMax |
|
|
WhatCounts |
|
|
Total |
|
||||||||
Balance as of January 1, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
- |
|
|
$ |
|
|||||||
Additions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Payments made during the period |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
Change in fair value of earn-out |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
||||
Balance as of March 31, 2023 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
During the three months ended March 31, 2023, the businesses acquired by the Company in its Apptness and ArcaMax acquisitions have performed better than the estimates used for the initial purchase price allocation, as such the Company recorded the changes in the fair value of the earn-outs, which are included in "other expenses" on the condensed unaudited consolidated statements of operations and comprehensive loss and "others, net" on the condensed unaudited consolidated statements of cash flows.
The Company is a party to a litigation matter in relation to certain acquisition-related liabilities for its eBay CRM acquisition dated November 2, 2015. The Company has recorded a liability of $
7. Credit Facilities
The Company’s long-term borrowings are as follows:
|
|
As of March 31, 2023 |
|
|
As of December 31, 2022 |
|
||
Credit facility |
|
$ |
|
|
$ |
|
||
Less: |
|
|
|
|
|
|
||
Unamortized deferred financing cost |
|
|
( |
) |
|
|
( |
) |
Long-term borrowings |
|
$ |
|
|
$ |
|
||
On February 3, 2021, the Company entered into a $
Interest on the current outstanding balances is payable quarterly and calculated using a SOFR rate of no lower than
13
The Senior Secured Credit Facility contains certain financial maintenance covenants including consolidated net leverage ratio and consolidated fixed charge coverage ratio. In addition, this agreement contains restrictive covenants that may limit the Company’s ability to, among other things, acquire equity interests of the Company from its stockholders, repurchase / retire any of the Company’s securities, and pay dividends or distribute excess cash flow. Additionally, the Company is required to submit periodic financial covenant letters that would include current net leverage ratio and fixed charge coverage ratio, among others. As of March 31, 2023, the applicable total leverage ratio and fixed charge coverage ratio were
As of March 31, 2023, the repayment schedule for the long-term borrowings was as follows:
|
|
As of March 31, 2023 |
|
|
Year ended December 31, |
|
|
|
|
Remaining nine months of 2023 |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Total* |
|
$ |
|
|
8. Commitments and Contingencies
(a) Purchase obligations
The Company entered into non-cancellable vendor agreements to purchase services. As of March 31, 2023, the Company was party to outstanding purchase contracts as follows:
|
|
As of March 31, 2023 |
|
|
Year Ended December 31, |
|
|
|
|
Remaining nine months of 2023 |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 |
|
|
|
|
Total |
|
$ |
|
|
(b) Lease commitments
Refer to "Note 10. Leases" for Company's future lease commitments.
(c) Other contingencies
The Company is a party to various litigations and administrative proceedings related to claims arising from its operations in the ordinary course of business including in relation to certain contingent purchase price obligations noted above. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes that the resolution of the matters will not have a material effect on the Company’s business, results of operations, financial condition, or cash flows. See “Note 6. Acquisition-Related Liabilities” for additional information.
9. Stock-Based Compensation
Stock-based compensation plan
In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan and, in 2017, the Company adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”).
14
The Plans permitted the issuance of stock options, restricted stock and restricted stock units to employees, directors and officers, consultants or advisors and non-employee directors of the Company. Options granted under the Plans expire no later than
In connection with the IPO, the Company adopted the Zeta Global Holdings Corp. 2021 Incentive Award Plan (the “2021 Plan”), which was effective as of the day prior to the first public trading date of our Class A common stock. All restricted stock, restricted stock units and options granted since the IPO have been granted under the 2021 Plan. Under the 2021 Plan, with certain exceptions as permitted by the 2021 Plan,
During the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense of $
Restricted Stock and Restricted Stock Units
As noted above, the Company’s restricted stock and restricted stock units granted prior to the IPO did not vest until a change of control. On March 24, 2021, the Company’s board of directors approved a modification in the vesting terms of its restricted stock and restricted stock unit awards. This modification was accounted for under the guidance in ASC 718-20-35-3. Given the vesting of the modified awards contained a performance condition associated with the IPO, the Company had determined that the modification was considered improbable-to-improbable under ASC 718-20-55-118 through 119. The Company recognized compensation expense over the modified vesting terms, based on the fair value as of the date of modification.
During the three months ended March 31, 2023, the Company's board of directors approved the modification of the vesting schedule of certain awards granted prior to the IPO, such that the modification accelerated the vesting of those grants. These modifications were accounted for in accordance with ASC 718-20-35-3 and did not have any material impact on the stock-based compensation during the three months ended March 31, 2023.
Following is the activity of restricted stock and restricted stock units granted by the Company:
|
|
Shares |
|
|
Weighted Average |
|
||
Non-vested as of January 1, 2023 |
|
|
|
|
$ |
|
||
Granted (1) |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Forfeited (2) |
|
|
( |
) |
|
|
|
|
Non-vested as of March 31, 2023 (3) |
|
|
|
|
$ |
|
||
15
Stock options
Following is the summary of transactions under the Company’s stock option plan:
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding options as of January 1, 2022 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding options as of December 31, 2022 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
— |
|
|
|
- |
|
|
|
|
|
|
|
||
Exercised |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Forfeited |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Outstanding options as of March 31, 2023 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The Company did
Performance Stock Unit (“PSU”) Award
Under the 2021 Plan, the Compensation Committee of the Board of Directors approved the grant of PSUs to certain employees during the year ended on December 31, 2022 and 2021. Each PSU represents the right to receive shares of Class A common stock as set forth in the PSU grant agreement or, at the option of the Company, an equivalent amount of cash. Participants have no right to the distribution of any shares or payment of any cash until the time (if ever) the PSUs are earned and have vested. Each PSU provides for the right to receive a dividend equivalent to the value of any ordinary cash dividends paid on substantially all the outstanding shares of Class A common stock if the PSUs are earned and vested. Upon achievement of certain price conditions, the PSUs could result in the issuance of up to
Earned PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control.
As of March 31, 2023, the Company had
The Company did
2021 Employee Stock Purchase Plan (“ESPP”)
On July 28, 2021, the Compensation Committee of the Board of Directors approved the Company’s first offering period under the ESPP, which commenced on August 1, 2021 and ended November 30, 2021. Following the end of the first offering period, the ESPP shall have consecutive offering periods of approximately six months in length commencing each year on December 1 and June 1 and ending on each May 31 and November 30, as applicable.
The fair value of the offering that commenced on December 1, 2022 was estimated at $
Unrecognized compensation expense
The Company has $
16
10. Leases
The Company maintains leased offices in the United States of America, United Kingdom, India, Belgium and France.
The balances for right-to-use asset and lease liabilities are as follows:
Operating Leases |
|
As of March 31, 2023 |
|
|
As of December 31, 2022 |
|
||
Right-to-use asset, net |
|
$ |
|
|
$ |
|
||
|
$ |
|
|
$ |
|
|||
|
$ |
|
|
$ |
|
|||
Minimum lease obligations - Future minimum payments under all operating leases (including leases with a duration of one year or less) as of March 31, 2023 are as follows:
|
|
As of March 31, 2023 |
|
|
Year Ended December 31, |
|
|
|
|
Remaining nine months of 2023 |
|
$ |
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
2027 and thereafter |
|
|
|
|
Total undiscounted lease commitments |
|
$ |
|
|
Less: Short term leases and interest component |
|
|
( |
) |
|
$ |
|
||
11. Stockholders’ Equity
Share repurchase plan
On August 3, 2022, the Company’s Board of Directors authorized a stock repurchase and withholding program of up to $
During the three months ended March 31, 2023, the Company repurchased
Conversion of Common Class B to Class A
During the three months ended March 31, 2023,
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, Level 2 and Level 3.
Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets;
Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and
Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.
17
The following table represents the fair value of the financial instruments measured at fair value on a recurring basis:
|
|
As of March 31, 2023 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents* |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total assets measured at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition-related liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Total liabilities measured at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
|
|
As of December 31, 2022 |
|
|||||||||||||
|
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents* |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total assets measured at fair value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition-related liabilities |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
Total liabilities measured at fair value |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
* Includes cash invested by the Company in certain money market accounts with a financial institution.
The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2023:
|
|
Acquisition |
|
|
Balance as of January 1, 2023 |
|
$ |
|
|
Additions, net of payments |
|
|
|
|
Change in fair value |
|
|
|
|
Balance as of March 31, 2023 |
|
$ |
|
|
In connection with certain business combinations, the Company may owe additional purchase consideration (contingent consideration included in the acquisition-related liabilities) based on the financial performance of the acquired entities after their acquisition. The fair value of the contingent consideration was determined using an unobservable input such as projected revenues, collections of accounts receivables, etc. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the contingent consideration.
13. Related Party Transactions
Casting Made Simple Corp. (“CMS”) is an entity owned by the Caivis Group (the Company's Chief Executive Officer owns a controlling interest in the Caivis Group) and the Chief Executive Officer’s spouse. On December 28, 2018, the Company entered into an agreement with CMS to monetize traffic generated through websites owned by CMS and give a profit share to CMS. The profit shared by the Company with CMS, amounted to $
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 tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.
For the three months ended March 31, 2023, the Company recorded an income tax provision of $
18
For the three months ended March 31, 2022, the Company recorded an income tax benefit of $
The effective tax rate differs from the U.S. statutory rate primarily related to limited tax benefit recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.
Basic net loss per share is computed using the two-class method, by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, outstanding stock options, warrants, to the extent dilutive. However, the unvested restricted stock, restricted stock units and performance stock units as of March 31, 2023 and 2022 of
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 March 31, |
||
|
|
2023 |
|
2022 |
Numerator: |
|
|
|
|
Net loss |
|
$( |
|
$( |
Denominator: |
|
|
|
|
Class A common stock |
|
|
||
Class B common stock |
|
|
||
Denominator for Basic and Dilutive loss per share – weighted-average common stock |
|
|
||
Basic loss per share |
|
$( |
|
$( |
Dilutive loss per share |
|
$( |
|
$( |
Since the Company was in a net loss position for all periods presented, the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Therefore net loss per share attributable to common stockholders was the same on a basic and diluted basis.
Anti-dilutive weighted-average common equivalent shares were as follows:
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Options |
|
|
|
|
|
|
||
Restricted stock and restricted stock units |
|
|
|
|
|
|
||
Performance stock units |
|
|
|
|
|
|
||
On April 19, 2023, the Compensation Committee of the Board of Directors approved the grant of
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our condensed unaudited consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In addition to historical financial information, the following discussion contains forward-looking statements that are based upon current plans, expectations and beliefs that involve risks and uncertainties. Our actual results and the timing of events may differ materially from those anticipated and discussed in the forward-looking statements as a result of various factors, including those set forth in Part 1, Item 1A “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 ("2022 Annual Reports"), and in Part II, Item IA “Risk Factors” included in this Quarterly Report on Form 10-Q.
Overview
Zeta is a leading omnichannel data-driven cloud platform that provides enterprises with consumer intelligence and marketing automation software. We empower our customers to target, connect and engage consumers through software that delivers personalized marketing across all addressable channels, including email, social media, web, chat, Connected TV (“CTV”) and video, among others. We believe our actionable insights derived from consumer intent enable our customers to acquire, grow and retain consumer relationships more efficiently and effectively than the alternative solutions available in the market.
Our Zeta Marketing Platform, or ZMP, is the largest omnichannel marketing platform with identity data at its core. The ZMP can analyze billions of structured and unstructured data points to predict consumer intent by leveraging sophisticated machine learning algorithms and the industry’s largest opted-in data set for omnichannel marketing. The ZMP acts on these insights by connecting with consumers through native integration of marketing channels and API integration with third parties. The ZMP’s data-driven algorithms and processes learn and optimize each customer’s marketing program in real time, producing a ‘flywheel effect’ that enables our customers to test, learn and improve their marketing programs in real time.
The ZMP empowers our customers to personalize consumer experiences at scale across multiple touchpoints. Marketing programs are created and orchestrated by our customers through automated workflows and sophisticated dashboards. Our Consumer Data Platform, or CDP+, ingests, analyzes and distills disparate data points to generate a single view of a consumer, encompassing identity, profile characteristics, behaviors and purchase intent, which is then made accessible through a single console. Our Opportunity Explorer synthesizes Zeta’s proprietary data and data generated by our customers to uncover consumer insights that are translated into marketing programs designed for highly targeted audiences across digital channels, including email, SMS, websites, applications, social media, CTV and chat.
Factors Affecting Results of Operations
For a discussion of the factors affecting our results of operations, please see “Factors Affecting Results of Operations” in the Part II, Item 7 "Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part 1, Item 1A “Risk Factors” of our 2022 Annual Report as well as in Part II, Item 1A “Risk Factors” included in this Quarterly Report on Form 10-Q.
Key Business Metrics
We review several key performance metrics, discussed below, to evaluate our business, track performance, identify trends, formulate plans and make strategic decisions. We believe that the presentation of such metrics provides investors with effective ways to measure and model the performance companies such as ours, with recurring revenue streams.
Scaled customers increased 14%, to 411 as of March 31, 2023 compared to 359 as of March 31, 2022. Of our scaled customers, 110 and 99 were super-scaled customers as of March 31, 2023 and March 31, 2022, respectively.
Scaled customer ARPU increased 10%, to $374,052 for the three months ended March 31, 2023 compared to $341,265 for the three months ended March 31, 2022, primarily due to higher usage of our platform among scaled customers. ARPU for our
20
super-scaled customers was $1.2 million (across 110 customers) and $1.0 million (across 99 customers) for the three months ended March 31, 2023 and 2022, respectively, due to the significant additions to the number of scaled customers in this category.
Description of Certain Components of Financial Data
Revenues
Our revenue primarily arises from use of our technology platform via subscription fees, volume-based utilization fees and fees for professional services. Our platform revenue is comprised of a mix of direct platform revenue and integrated platform revenue, which leverages application programming interface (“API”) integrations with third parties. For the three months ended March 31, 2023 and 2022, we derived 71% and 81% of our revenues from direct platforms, respectively, and 29% and 19% of our revenues from integrated platforms, respectively. Revenues are recognized when control of these services is transferred to our 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 us are excluded from revenue. Our revenue recognition policies are discussed in more detail below under “Critical Accounting Policies and Estimates.”
Cost of revenues (excluding depreciation and amortization)
Cost of revenue excludes depreciation and amortization and consists primarily of media and marketing costs and certain employee-related costs. Media and marketing costs consist primarily of fees paid to third-party publishers, media owners or managers, and strategic partners that are directly related to a revenue-generating events. We pay these third-party publishers, media owners or managers and strategic partners on a revenue-share, a cost-per-lead, cost-per-click, or cost-per-thousand-impressions basis. Expenses related to “internet traffic” associated with the viewing of available impressions or queries per second and costs of providing support to our customers are also included in the cost of revenues. Employee-related costs included in cost of revenues include salaries, bonuses, commissions, stock-based compensation and employee benefit costs primarily related to individuals directly associated with providing services to our customers. Our cost of revenues are dependent on the revenue mix and therefore can slightly increase or decrease in the future as a percentage of revenue over the long term.
General and administrative expenses
General and administrative expenses primarily consist of computer and telecom expenses, employee-related costs, including salaries, bonuses, stock-based compensation and employee benefits costs associated with our executives, finance, legal, human resources and other administrative personnel, as well as accounting and legal professional services fees and platform and related infrastructure costs. We expect general and administrative expenses to increase in absolute dollars in future periods. We expect that general and administrative expenses to decrease as a percentage of revenue over the long term.
Selling and marketing expenses
Selling and marketing expenses primarily consist of employee-related costs, including salaries, bonuses, employee benefits costs, stock-based compensation and commission costs for our sales and marketing personnel. Selling and marketing expenses also include costs for market development programs, advertising, promotional and other marketing activities. We intend to continue to invest in marketing initiatives and as a result we expect selling and marketing expenses to increase in absolute dollars in future periods. Selling and marketing expenses as a percentage of revenue may fluctuate from period to period based on revenue levels and the timing of our investments in these functions over the long term.
Research and development expenses
Research and development expenses primarily consist of employee-related costs, including salaries, bonuses and employee benefit costs, stock-based compensation associated with engineering and IT services associated with the ongoing research and maintenance of internal use software. We expect to continue to invest in research and development in order to develop our technology platform to drive incremental value and growth and as a result we expect that research and development expenses may fluctuate from period to period as a percentage of revenue over the long term.
Depreciation and amortization
Depreciation and amortization relate to property and equipment, website and software development costs as well as acquisition-related and other acquired intangible assets. We record depreciation and amortization using straight-line method over the estimated useful life of the assets.
21
Acquisition-related expenses
Acquisition-related expenses primarily consist of legal fees associated with certain business combinations and address disputes related to those transactions. It also includes retention bonuses agreed to be paid to employees related to one-time events such as an acquisition or a significant transaction. We expect that acquisition-related expenses will be correlated with future acquisitions (if any), which could be greater than or less than our historic levels.
Restructuring expenses
Restructuring expenses consists primarily of employee termination costs due to internal restructuring. We expect that restructuring expenses will be correlated with future restructuring activities (if any), which could be greater than or less than our historic levels. We did not have any such restructuring activities during the three months ended March 31, 2023 and 2022.
Interest expense
Interest expense primarily consists of interest payable on our long-term borrowings, net of interest earned on our short term investments in money market accounts and other short term deposits. We anticipate interest expense to be impacted by changes in variable interest rates.
Other expenses
Other expense primarily consists of changes in fair value of acquisition-related liabilities, gains and losses on sale of assets and foreign exchange gains and losses. We expect that the magnitude of other income and expenses will depend on external factors such as foreign exchange rate and the remeasurement of acquisition-related liabilities, which depends on the performance of our acquisitions and could be greater than or less than our historic levels.
Change in fair value of warrants and derivative liabilities
Change in fair value of warrants and derivative liabilities primarily relates to warrants to purchase shares of our common stock that we issued in connection with previous financing rounds. The change in fair value of warrants and derivative liabilities depends on external valuation-related factors. As of March 31, 2023 and 2022, the Company did not have any warrants and derivative liabilities on its condensed unaudited consolidated balance sheets.
Income tax provision / (benefit)
The Company’s income tax provision / (benefit) consists of federal, foreign, and state taxes necessary to align the Company’s year-to-date tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary.
Stock-based compensation
The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, employee stock purchase plan (“ESPP”), performance stock units (“PSUs”) and stock options granted to employees, consultants or advisors and non-employee directors, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. See "Note 9. Stock-Based Compensation" of our condensed unaudited consolidated financial statements for further details.
We estimate the recognition of unrecognized stock-based compensation as follows, subject to future forfeitures:
|
|
|
|
|
Year ended December 31, |
|
|
|
|
|
|
|
||||||||||
Remaining period of 2023 |
|
|
2024 |
|
|
2025 |
|
|
2026 |
|
|
2027 |
|
|
Total |
|
||||||
$ |
139,031 |
|
|
$ |
103,512 |
|
|
$ |
47,553 |
|
|
$ |
13,572 |
|
|
$ |
141 |
|
|
$ |
303,809 |
|
22
Results of Operations
We operate as a single reportable segment to reflect the way our Chief Operating Decision Officer (“CODM”) reviews and assesses the performance of the business. The Company’s CODM is the Chief Executive Officer.
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Revenues |
|
$ |
157,602 |
|
|
$ |
126,268 |
|
Operating expenses: |
|
|
|
|
|
|
||
Cost of revenues (excluding depreciation and amortization) |
|
|
54,350 |
|
|
|
41,725 |
|
General and administrative expenses |
|
|
52,601 |
|
|
|
53,349 |
|
Selling and marketing expenses |
|
|
72,549 |
|
|
|
68,918 |
|
Research and development expenses |
|
|
18,519 |
|
|
|
17,231 |
|
Depreciation and amortization |
|
|
11,825 |
|
|
|
12,766 |
|
Acquisition - related expenses |
|
|
203 |
|
|
|
344 |
|
Total operating expenses |
|
$ |
210,047 |
|
|
$ |
194,333 |
|
Loss from operations |
|
|
(52,445 |
) |
|
|
(68,065 |
) |
Interest expense |
|
|
2,448 |
|
|
|
1,298 |
|
Other expenses |
|
|
1,864 |
|
|
|
5,273 |
|
Total other expenses |
|
$ |
4,312 |
|
|
$ |
6,571 |
|
Loss before income taxes |
|
|
(56,757 |
) |
|
|
(74,636 |
) |
Income tax provision / (benefit) |
|
|
198 |
|
|
|
(2,599 |
) |
Net loss |
|
$ |
(56,955 |
) |
|
$ |
(72,037 |
) |
Comparison of the Three Months Ended March 31, 2023 and 2022
Revenues
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Revenues |
|
$ |
157,602 |
|
|
$ |
126,268 |
|
|
$ |
31,334 |
|
|
|
24.8 |
% |
Revenues increased by $31.3 million, or 24.8%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. The increase in revenues is attributable to incremental revenues of $14.8 million from existing customers and $16.6 million from new customers.
Cost of revenues (excluding depreciation and amortization)
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Cost of revenues (excluding depreciation and amortization) |
|
$ |
54,350 |
|
|
$ |
41,725 |
|
|
$ |
12,625 |
|
|
|
30.3 |
% |
Cost of revenues (excluding depreciation and amortization) increased by $12.6 million, or 30.3%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. This increase was primarily driven by $12.4 million in incremental media costs and other employee related costs of $0.5 million, this increase is partially offset by lower stock-based compensation of $0.3 million.
General and administrative expenses
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
General and administrative expenses |
|
$ |
52,601 |
|
|
$ |
53,349 |
|
|
$ |
(748 |
) |
|
|
(1.4 |
)% |
General and administrative expenses decreased by $0.7 million, or 1.4%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. This decrease was primarily driven by lower stock-based compensation of $5.6 million, which is partially offset by higher professional services fees of $2.4 million, computer and telecom related expenses of $1.7 million and other employee related cost of 0.8 million.
23
Selling and marketing expenses
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Selling and marketing expenses |
|
$ |
72,549 |
|
|
$ |
68,918 |
|
|
$ |
3,631 |
|
|
|
5.3 |
% |
Selling and marketing expenses increased by $3.6 million, or 5.3%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. This increase was primarily driven by higher employee-related costs of $6.6 million and other sales and marketing-related expenses of $0.9 million, which is partially offset by lower stock-based compensation of $3.8 million.
Research and development expenses
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Research and development expenses |
|
$ |
18,519 |
|
|
$ |
17,231 |
|
|
$ |
1,288 |
|
|
|
7.5 |
% |
Research and development expenses increased by $1.3 million, or 7.5%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. This increase was primarily driven by increase in consulting fee of $0.6 million, higher stock-based compensation of $0.4 million and other employee-related costs of $0.3 million.
Depreciation and amortization
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Depreciation and amortization |
|
$ |
11,825 |
|
|
$ |
12,766 |
|
|
$ |
(941 |
) |
|
|
(7.4 |
)% |
Depreciation and amortization decreased by $0.9 million, or 7.4%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. This decrease was driven by lower amortization expense of $1.0 million related to intangible assets.
Acquisition-related expenses
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Acquisition-related expenses |
|
$ |
203 |
|
|
$ |
344 |
|
|
$ |
(141 |
) |
|
|
(41.0 |
)% |
Acquisition-related expenses decreased by $0.1 million, or 41.0%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, primarily driven by lower legal and professional fees incurred for our business combinations.
Interest expense
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Interest expense |
|
$ |
2,448 |
|
|
$ |
1,298 |
|
|
$ |
1,150 |
|
|
|
88.6 |
% |
Interest expense increased by $1.2 million, or 88.6%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022, primarily as a result of increases in interest rates in recent period. This increase was partially offset by higher income earned on our money market accounts and short term deposits.
Other expenses
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Other expenses |
|
$ |
1,864 |
|
|
$ |
5,273 |
|
|
$ |
(3,409 |
) |
|
|
(64.7 |
)% |
24
Other expenses decreased by $3.4 million, or 64.7%, for the three months ended March 31, 2023 as compared to the three months ended March 31, 2022. This decrease was primarily driven by lower changes in fair value of acquisition-related liabilities recorded during the three months ended March 31, 2023 as compared to the three months ended March 31, 2022.
Income tax provision / (benefit)
|
|
Three months ended March 31, |
|
|
Change |
|
||||||||||
|
|
2023 |
|
|
2022 |
|
|
Amount |
|
|
% |
|
||||
Income tax provision / (benefit) |
|
$ |
198 |
|
|
$ |
(2,599 |
) |
|
$ |
2,797 |
|
|
|
(107.6 |
)% |
For the three months ended March 31, 2023 and 2022, the Company recorded an income tax provision of $0.2 million and income tax benefit of $2.6 million, respectively, yielding an effective tax rate of negative 0.3% and 3.5%, respectively. The effective tax rate for both interim periods was different than the U.S. statutory rate primarily related to limited tax benefit being recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets.
25
Non-GAAP Financial Measures
We use the following non-GAAP financial information, collectively, to evaluate our ongoing operations and for internal planning and forecasting purposes. Non-GAAP financial information is presented for supplemental informational purposes only, should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles, and may be different from similarly titled non-GAAP measures used by other companies. Whenever we use a non-GAAP financial measure, a reconciliation is provided to the most closely applicable financial measure stated in accordance with generally accepted accounting principles. We believe that these non-GAAP financial measures may be useful to investors in analyzing our financial and operational performance.
Adjusted EBITDA and adjusted EBITDA margin
Adjusted EBITDA is a non-GAAP financial measure defined as net loss adjusted for interest expense, depreciation and amortization, stock-based compensation, income tax (benefit) / provision, acquisition-related expenses, restructuring expenses, change in fair value of warrants and derivative liabilities, certain dispute settlement expenses, gain on extinguishment of debt, certain non-recurring IPO related expenses, including the payroll taxes related to vesting of restricted stock and restricted stock units upon the completion of our IPO, and other expenses. Acquisition-related expenses primarily consist of legal fees associated with certain business combinations and restructuring expenses are severance and other employee-related costs which we do not expect to incur in the future, which may distort the comparability of the results of operations. Change in fair value of warrants and derivative liabilities is a non-cash expense related to periodically recording “mark-to-market” changes in the valuation of derivatives and warrants. Other (income) / expenses consists of non-cash expenses such as changes in fair value of acquisition-related liabilities, gains and losses on sales of assets and foreign exchange gains and losses. In particular, we believe that the exclusion of stock-based compensation, certain dispute settlement expenses and non-recurring IPO related expenses that are not related to our core operations provides measures for period-to-period comparisons of our business and provides additional insight into our core controllable costs. Adjusted EBITDA margin is a non-GAAP metric defined as adjusted EBITDA divided by the total revenues for the same period. Adjusted EBITDA and adjusted EBITDA margin provide us with a useful measure for period-to-period comparisons of our business as well as comparison to our peers. Our use of adjusted EBITDA and adjusted EBITDA margin has limitations as an analytical tool, and you should not consider these measures in isolation or as a substitute for analysis of our financial results as reported under GAAP. Because of these and other limitations, you should consider our non-GAAP measures only as supplemental to other GAAP-based financial performance measures, including revenues and net loss.
The following table reconciles adjusted EBITDA and adjusted EBITDA margin to net loss and net loss margin, the most directly comparable financial measure calculated and presented in accordance with GAAP.
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Net loss |
|
$ |
(56,955 |
) |
|
$ |
(72,037 |
) |
Net loss margin |
|
|
36.1 |
% |
|
|
57.1 |
% |
Add back: |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
11,825 |
|
|
|
12,766 |
|
Acquisition-related expenses |
|
|
203 |
|
|
|
344 |
|
Stock-based compensation |
|
|
64,462 |
|
|
|
73,736 |
|
Other expenses |
|
|
1,864 |
|
|
|
5,273 |
|
Interest expense |
|
|
2,448 |
|
|
|
1,298 |
|
Income tax provision / (benefit) |
|
|
198 |
|
|
|
(2,599 |
) |
Adjusted EBITDA |
|
$ |
24,045 |
|
|
$ |
18,781 |
|
Adjusted EBITDA margin |
|
|
15.3 |
% |
|
|
14.9 |
% |
26
Liquidity and Capital Resources
We have financed our operations and capital expenditures primarily through utilization of cash generated from operations, as well as borrowings under our credit facilities. As of March 31, 2023, we had cash and cash equivalents of $107.8 million and net working capital, consisting of current assets less current liabilities, of $96.0 million. As of March 31, 2023, we had an accumulated deficit of $828.0 million.
We believe our existing cash and anticipated net cash provided by operating activities, together with available borrowings under our credit facility, will be sufficient to meet our working capital requirements for at least the next 12 months and thereafter for the foreseeable future. However, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth under "Risk Factors" in our 2022 Annual Report. In the future, we may attempt to raise additional capital through sales of equity securities or through equity-linked or debt financing arrangements. Any future indebtedness we incur may result in terms that could be unfavorable to our equity investors. We cannot guarantee that we will be able to raise additional capital in the future on favorable terms, or at all. Any inability to raise capital could adversely affect our ability to achieve our business objectives.
Cash flows
The following table summarizes our cash flows for the periods presented:
|
|
Three months ended March 31, |
|
|||||
|
|
2023 |
|
|
2022 |
|
||
Net cash provided by / (used for): |
|
|
|
|
|
|
||
Cash provided by operating activities |
|
$ |
20,104 |
|
|
$ |
21,183 |
|
Cash used for investing activities |
|
|
(25,916 |
) |
|
|
(20,365 |
) |
Cash used for financing activities |
|
|
(7,472 |
) |
|
|
(582 |
) |
Effect of exchange rate changes on cash and cash equivalents |
|
|
(32 |
) |
|
|
(232 |
) |
Net increase in cash and cash equivalents |
|
$ |
(13,316 |
) |
|
$ |
4 |
|
Cash Flows from Operating Activities
For the three months ended March 31, 2023, net cash provided by operating activities of $20.1 million resulted primarily from adjusted non-cash items of $77.9 million, more than offsetting our net loss of $57.0 million. Non-cash items include stock-based compensation of $64.5 million, depreciation and amortization of $11.8 million, and a change in fair value of acquisition-related liabilities of $1.7 million. Changes in working capital were primarily driven by an increase in accounts receivable of $2.0 million, other current assets of $0.4 million and a decrease in accrued expenses and other current liabilities of $5.5 million, partially offset by an increase in accounts payable of $5.2 million, deferred revenue of $1.4 million and a decrease in prepaid expenses of $0.5 million.
For the three months ended March 31, 2022, net cash provided by operating activities of $21.2 million resulted primarily from adjusted non-cash items of $89.4 million, more than offsetting our net loss of $72.0 million. Changes in working capital were primarily driven by a decrease in accounts receivable of $9.6 million, offset by a decrease in accrued expenses and other current liabilities of $1.6 million, accounts payable of $2.4 million and deferred revenues of $1.2 million.
Cash Flows from Investing Activities
For the three months ended March 31, 2023, we used $25.9 million of cash in investing activities, primarily consisting of capital expenditures of $5.2 million (including a $4.3 million investment in data and partnership agreements), business and asset acquisitions of $15.9 million and website and software development costs of $4.9 million.
For the three months ended March 31, 2022, we used $20.4 million of cash in investing activities, primarily consisting of business and asset acquisitions of $9.2 million, capital expenditures of $6.7 million (including a $6.1 million investment in data and partnership agreements) and website and software development costs of $4.5 million.
Cash Flows from Financing Activities
For the three months ended March 31, 2023, we used $7.5 million of cash in financing activities, primarily due to the repurchase of $6.5 million of common stock under our repurchase and RSA withholdings program and payment of acquisition-related liabilities of $1.0 million.
27
For the three months ended March 31, 2022, net cash used for financing activities of $0.6 million was primarily due to payments made against acquisition-related liabilities.
Debt
As of March 31, 2023, we have $183.8 million (net of $1.2 million of unamortized debt acquisition costs) of outstanding long-term borrowings.
On February 3, 2021, we entered into a $222.5 million Senior Secured Credit Facility, which was used to fully repay and terminate our previous credit agreement. On March 23, 2023, we entered into a $25.0 million incremental revolving facility commitment (the “2023 Incremental Revolving Commitment”), thereby increasing our total credit facility to $247.5 million. Borrowings under the debt are $185 million and bear interest payable quarterly ranging from SOFR plus 2.125% to SOFR plus 2.625% based on our consolidated net leverage ratio stated in the credit agreement. We are required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on February 3, 2026.
We are currently in compliance with our financial maintenance covenants under the Senior Secured Credit Facility and, based upon our current expectations, believe that we will continue to comply with our financial maintenance covenants for the next 12 months. The Senior Secured Credit Facility contains restrictive covenants that place restrictions on us and may limit our ability to, among other things, incur additional debt and liens, purchase our securities, undertake transactions with affiliates, make other investments, pay dividends or distribute excess cash flow.
During the three months ended March 31, 2023, we borrowed $2.8 million against the revolver facility and repaid the same amount against the term loan under the credit facility.
Contractual obligations
There have been no material changes to our contractual obligations as compared to the contractual obligations described in our "Management’s Discussion and Analysis of Financial Condition and Results of Operations" set forth in our 2022 Annual Report.
Share Repurchase and RSA Withholding Program
In August 2022, the Company's Board of Directors authorized a share repurchase and withholding program (the “2022 SRP”) authorizing the repurchase up to $50 million of our outstanding Class A common stock through December 31, 2024 and authorizing withholding as an alternative to market sales by executives to satisfy tax withholding requirements upon vesting of restricted stock awards (“RSAs”). As such, we may use corporate cash to make required tax payments associated with the vesting of certain executive RSAs and withhold a corresponding number of shares from such executives. The actual timing, number and value of shares repurchased will be determined by the Company at its discretion and will depend on a number of factors, including market conditions, applicable legal requirements, our capital needs, and whether there is a better alternative use of capital. Repurchases and withholdings during any given fiscal period under the 2022 SRP will reduce the number of weighted-average common shares outstanding for the period.
Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with U.S. GAAP. The preparation of our financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Estimates are based on management’s judgment and the best available information, and as such actual results could differ from those estimates.
There have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates described in our "Management’s Discussion and Analysis of Financial Condition and Results of Operations" set forth in our 2022 Annual Report.
28
JOBS Act Accounting Election
We are an emerging growth company, as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.
29
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to market risk in the ordinary course of business. Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange risks. We do not hold or issue financial instruments for speculative or trading purposes.
Interest Rate Risk
We are exposed to market risk from changes in interest rates on our loan term borrowings, which accrue interest at a variable rate. As of March 31, 2023, we have not entered into any derivative financial instrument contracts to mitigate the interest rate risk on our $185 million debt, and as a result, we are subject to the potential impact of rising interest rates, which could negatively impact our profitability and cash flows. Based upon the principal balance owed on our long-term borrowings as of March 31, 2023, a hypothetical one percentage point increase or decrease in the interest would increase or decrease our annual interest expenses by $1.9 million. There were no material changes in market risk exposures as of March 31, 2023.
Foreign Currency Risk
We have foreign currency risks related to a certain number of our foreign subsidiaries in the UK, France, Belgium and India. We do not believe that a 10% change in the relative value of the U.S. dollar to other foreign currencies would have a material effect on our cash flows and operating results in currencies other than the U.S. dollar.
Inflation Risk
In 2022, inflation increased significantly in the United States and overseas, resulting in rising wages and other costs. We do not believe that inflation had a material effect on our business, financial condition or results of operations. However, if our costs were to become subject to significant inflationary pressures, we may not be able to fully offset higher costs through price increases and our inability or failure to do so could potentially harm our business, financial condition, and results of operations.
30
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.
Our disclosure controls and procedures are designed to provide reasonable assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosures, and is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Based on this evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2023.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
31
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not currently a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, cash flows, or financial condition. Defending any such proceedings is costly and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in Part 1, Item 1A “Risk Factors” in our 2022 Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Stock Repurchase and Withholding Program
Common stock repurchases during the quarter ended March 31, 2023 were as follows:
Period |
|
(a) |
|
(b) |
|
|
(c) |
|
|
(d) |
|
||||
January 1, 2023 – January 31, 2023 |
|
|
- |
|
$ |
— |
|
|
|
- |
|
|
$ |
40.4 |
|
February 1, 2023 – February 28, 2023 |
|
|
24,757 |
|
$ |
9.17 |
|
|
|
24,757 |
|
|
$ |
40.2 |
|
March 1, 2023 – March 31, 2023 |
|
|
630,640 |
|
$ |
10.03 |
|
|
|
630,640 |
|
|
$ |
33.8 |
|
Total |
|
|
655,397 |
|
|
|
|
|
655,397 |
|
|
|
|
||
(1) On August 3, 2022, the Company’s Board of Directors authorized a stock repurchase and withholding program of up to $50 million in the aggregate for (i) repurchases of the Company’s outstanding Class A common stock through December 31, 2024 and (ii) the withholding of shares as an alternative to market sales by certain executives to satisfy tax withholding requirements upon vesting of restricted stock awards.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
None.
32
Item 6. Exhibits
|
|
Incorporated by Reference
|
|
|
|||
Exhibit Number
|
Exhibit Description
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
Filed Herewith
|
Furnished Herewith
|
|
|
|
|
|
|
|
|
3.1 |
Amended and Restated Certificate of Incorporation of Zeta Global Holdings Corp. |
8-K |
001-40464 |
3.1 |
6/15/2021 |
|
|
|
|
|
|
|
|
|
|
3.2 |
8-K |
001-40464 |
3.2 |
6/15/2021 |
|
|
|
|
|
|
|
|
|
|
|
10.1 |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
31.1 |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
31.2 |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
|
32.1* |
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
32.2* |
|
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
101.INS |
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
X |
|
|
|
|
|
|
|
|
|
104 |
Cover Page Interactive Data File (formatted as Inline XBRL And contained in Exhibit 101) |
|
|
|
|
|
|
* The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act or the Exchange Act whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.
33
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 thereunto duly authorized.
|
|
Zeta Global Holdings Corp. |
|
|
|
|
|
Date: May 5, 2023 |
|
By: |
/s/ David A. Steinberg
|
|
|
|
David A. Steinberg |
|
|
|
President, Chief Executive Officer and Chairperson (Principal Executive Officer) |
|
|
|
|
Date: May 5, 2023 |
|
By: |
/s/ Christopher Greiner
|
|
|
|
Christopher Greiner |
|
|
|
Chief Financial Officer (Principal Financial Officer) |
34
SECOND AMENDMENT TO CREDIT AGREEMENT
This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 22, 2023 (this “Second Amendment”), by and among ZETA GLOBAL CORP., a Delaware corporation (the “Borrower”), ZETA GLOBAL HOLDINGS CORP., a Delaware corporation (“Holdings”), the other Guarantors party hereto, the Lenders party hereto, and BANK OF AMERICA, N.A., as administrative agent and collateral agent (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent”) and as the 2023 Incremental Revolving Lender (as defined below).
W I T N E S S E T H:
WHEREAS, the Borrower, Holdings, each Guarantor from time to time party thereto, each Lender from time to time party thereto and the Administrative Agent have entered into that certain Credit Agreement, dated as of February 3, 2021 (as amended by that certain First Amendment to Credit Agreement, dated as of July 22, 2021 and as may be further amended, restated, amended and restated, modified and/or supplemented from time to time through, but not including, the date hereof, the “Existing Credit Agreement”, and the Existing Credit Agreement, as amended by this Second Amendment, the “Credit Agreement”); capitalized terms not otherwise defined in this Second Amendment shall have the meanings assigned thereto in the Credit Agreement);
WHEREAS, pursuant to Section 3.03 of the Existing Credit Agreement, the Administrative Agent, the Borrower and the Lenders wish to adopt an alternate rate of interest to replace the Eurodollar Rate and propose entering into this Second Amendment to reflect such adoption and to make other related changes in connection therewith;
WHEREAS, pursuant to Section 2.17 of the Existing Credit Agreement, the Borrower has notified the Administrative Agent of its request to increase the existing Revolving Commitments by an aggregate principal amount of $25,000,000 (the “2023 Incremental Revolving Commitment”) and Bank of America, N.A. (in such capacity, the “2023 Incremental Revolving Lender”) has agreed to provide such 2023 Incremental Revolving Commitment on the terms, and subject to the conditions, set forth herein;
WHEREAS, the Credit Agreement may be otherwise waived, amended or modified pursuant to an agreement or agreements in writing entered into by the Borrower, Holdings, each other Guarantor, the Administrative Agent and the Lenders required pursuant to the terms of Section 11.01 of the Credit Agreement (and, for the avoidance of doubt, the parties hereto acknowledge that the Lenders party to this Second Amendment constitute all Lenders party to the Existing Credit Agreement as of the date hereof); and
WHEREAS, the Borrower has requested, and the Lenders have agreed, upon the terms and subject to the conditions set forth herein, to make certain amendments to the Credit Agreement as set forth in Section 1 below.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
[The remainder of this page is intentionally left blank]
IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.
|
ZETA GLOBAL CORP., as the Borrower |
|
|
|
|
|
|
|
|
By: |
/s/ Steven Vine |
|
Name: |
Steven Vine |
|
Title: |
Executive Vice President and General Counsel |
|
|
|
|
|
|
|
|
|
|
ZETA GLOBAL HOLDINGS CORP., as Holdings |
|
|
|
|
|
|
|
|
By: |
/s/ Steven Vine |
|
Name: |
Steven Vine |
|
Title: |
Executive Vice President and Secretary |
[Signature Page to Zeta-BofA - Second Amendment]
|
|
GUARANTORS: |
DISQUS, INC. |
|
|
UNSUBCENTRAL INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Steven Vine |
|
Name: |
Steven Vine |
|
Title: |
Executive Vice President and Secretary |
|
|
|
|
|
|
|
CARIDAN MARKETING LABS, INC. |
|
|
CLICKSQUARED, INC. |
|
|
CT HOLDING CORPORATION |
|
|
ZETA GLOBAL, LLC |
|
|
ZETA IMPACT INC. |
|
|
ZETAXCHANGE, LLC |
|
|
|
|
|
|
|
|
By: |
/s/ Steven Vine |
|
Name: |
Steven Vine |
|
Title: |
Vice President and Secretary |
|
|
|
|
|
|
|
|
|
|
ARCAMAX PUBLISHING, INC. |
|
|
BRITEMOON, LLC |
|
|
CANARY GROUP INC. |
|
|
CLICK TACTICS, LLC |
|
|
DDSE ACQUISITION CORP. |
|
|
GRASSLAND MEDIA GROUP, LLC |
|
|
HILL VALLEY TECHNOLOGY, LLC |
|
|
ICONIC MEDIA GROUP, LLC |
|
|
INTRASIGHT, LLC |
|
|
KINETIC DATA SOLUTIONS, INC. |
|
|
LATTICE HOLDINGS, LLC |
|
|
LEVELOCITY, LLC |
|
|
MONTANE HOLDINGS, LLC |
|
|
PROTOCOL HOLDINGS, LLC |
|
|
PTS HOLDINGS, LLC |
|
|
VERIAMAIL, LLC |
|
|
VERIM HOLDINGS, LLC |
|
|
VITAL DIGITAL GROUP, INC. |
|
|
|
|
|
|
|
|
By: |
/s/ Steven Vine |
|
Name: |
Steven Vine |
|
Title: |
President |
[Signature Page to Zeta-BofA - Second Amendment]
|
|
|
ACTIONS, LLC |
|
|
SPIRE VISION HOLDINGS, INC. |
|
|
ZETA ACTIONS, LLC |
|
|
|
|
|
|
|
|
By: |
/s/ Steven Vine |
|
Name: |
Steven Vine |
|
Title: |
Secretary |
[Signature Page to Zeta-BofA - Second Amendment]
|
|
BANK OF AMERICA, N.A., as Administrative Agent |
|
|
|
|
|
By: |
/s/ Christine Trotter |
Name: |
Christine Trotter |
Title: |
Vice President |
BANK OF AMERICA, N.A., as the 2023 Incremental Revolving Lender and as a Lender |
|
|
|
|
|
By: |
/s/ Kevin Yuen |
Name: |
Kevin Yuen |
Title: |
Senior Vice President |
BARCLAYS BANK PLC, as a Lender |
|
|
|
|
|
By: |
/s/ Edward Brooks |
Name: |
Edward Brooks |
Title: |
Vice President |
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as a Lender |
|
|
|
|
|
By: |
/s/ D. Andrew Maletta |
Name: |
D. Andrew Maletta |
Title: |
Authorized Signatory |
|
|
|
|
By: |
/s/ Heesu Sin |
Name: |
Heesu Sin |
Title: |
Authorized Signatory |
MORGAN STANLEY SENIOR FUNDING, INC., as a Lender |
|
|
|
|
|
By: |
/s/ Fru Ngwa |
Name: |
Fru Ngwa |
Title: |
Vice President |
[Signature Page to Zeta-BofA - Second Amendment]
|
|
SCHEDULE 1
2023 Incremental Revolving Commitments
Lender |
2023 Incremental Revolving |
Bank of America, N.A. |
$25,000,000 |
Annex I
[attached]
|
|
|
Annex I to Second Amendment, dated March 22, 2023
Revolving Facility CUSIP Number: 98954YAB1
Term Facility CUSIP Number: 98954YAC9
Published CUSIP Number: 98954YAA3
CREDIT AGREEMENT
Dated as of February 3, 2021
among
ZETA GLOBAL CORP.,
as the Borrower,
ZETA GLOBAL HOLDINGS CORP.,
as Holdings,
CERTAIN SUBSIDIARIES OF THE BORROWER PARTY HERETO,
as Guarantors,
BANK OF AMERICA, N.A.,
as Administrative Agent, Swingline Lender and L/C Issuer,
and
THE LENDERS PARTY HERETO
and
BOFA SECURITIES, INC.,
as Lead Arranger and Bookrunner
|
|
|
Article I DEFINITIONS AND ACCOUNTING TERMS |
1 |
|
1.01 |
Defined Terms |
1 |
1.02 |
Other Interpretive Provisions |
42 |
1.03 |
Accounting Terms |
43 |
1.04 |
Rounding |
44 |
1.05 |
Times of Day |
44 |
1.06 |
Letter of Credit Amounts |
44 |
1.07 |
UCC Terms |
44 |
1.08 |
Rates |
44 |
Article II COMMITMENTS AND CREDIT EXTENSIONS |
45 |
|
2.01 |
Loans |
45 |
2.02 |
Borrowings, Conversions and Continuations of Loans |
45 |
2.03 |
Letters of Credit |
47 |
2.04 |
Swingline Loans |
55 |
2.05 |
Prepayments |
58 |
2.06 |
Termination or Reduction of Commitments |
60 |
2.07 |
Repayment of Loans |
61 |
2.08 |
Interest and Default Rate |
62 |
2.09 |
Fees |
63 |
2.10 |
Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate |
64 |
2.11 |
Evidence of Debt |
64 |
2.12 |
Payments Generally; Administrative Agent’s Clawback |
65 |
2.13 |
Sharing of Payments by Lenders |
67 |
2.14 |
Cash Collateral |
68 |
2.15 |
Defaulting Lenders |
68 |
2.16 |
Extension of Maturity Date |
71 |
2.17 |
Incremental Facilities |
72 |
Article III TAXES, YIELD PROTECTION AND ILLEGALITY |
77 |
|
3.01 |
Taxes |
77 |
3.02 |
Illegality |
81 |
3.03 |
Benchmark Replacement |
81 |
3.04 |
Increased Costs. |
83 |
3.05 |
Compensation for Losses |
84 |
3.06 |
Mitigation Obligations; Replacement of Lenders |
84 |
3.07 |
Survival |
85 |
Article IV CONDITIONS PRECEDENT TO CREDIT EXTENSIONS |
85 |
|
4.01 |
Conditions of Initial Credit Extension |
85 |
4.02 |
Conditions to all Credit Extensions |
87 |
Article V REPRESENTATIONS AND WARRANTIES |
88 |
|
5.01 |
Existence, Qualification and Power |
88 |
5.02 |
Authorization; No Contravention |
88 |
5.03 |
Governmental Authorization; Other Consents |
88 |
5.04 |
Binding Effect |
89 |
5.05 |
Financial Statements; No Material Adverse Effect |
89 |
5.06 |
Litigation |
89 |
5.07 |
No Default |
90 |
5.08 |
Ownership of Property |
90 |
5.09 |
Environmental Matters |
90 |
i
5.10 |
Insurance |
91 |
5.11 |
Taxes |
91 |
5.12 |
Plan Compliance |
91 |
5.13 |
Margin Regulations; Investment Company Act |
92 |
5.14 |
Disclosure |
92 |
5.15 |
Compliance with Laws |
93 |
5.16 |
Solvency |
93 |
5.17 |
Casualty, Etc |
93 |
5.18 |
Sanctions Concerns and Anti-Corruption Laws |
93 |
5.19 |
Responsible Officers |
93 |
5.20 |
Subsidiaries; Equity Interests; Loan Parties |
94 |
5.21 |
Collateral Representations |
94 |
5.22 |
EEA Financial Institutions |
96 |
5.23 |
Beneficial Ownership Certification |
96 |
5.24 |
Regulation H |
96 |
5.25 |
Intellectual Property; Licenses, Etc |
96 |
5.26 |
Labor Matters |
97 |
5.27 |
Privacy and Data Security |
97 |
Article VI AFFIRMATIVE COVENANTS |
97 |
|
6.01 |
Financial Statements |
97 |
6.02 |
Certificates; Other Information |
98 |
6.03 |
Notices |
100 |
6.04 |
Payment of Obligations |
101 |
6.05 |
Preservation of Existence, Etc |
101 |
6.06 |
Maintenance of Properties |
101 |
6.07 |
Maintenance of Insurance |
102 |
6.08 |
Compliance with Laws |
102 |
6.09 |
Books and Records |
102 |
6.10 |
Inspection Rights |
103 |
6.11 |
Use of Proceeds |
103 |
6.12 |
Covenant to Guarantee Obligations |
103 |
6.13 |
Covenant to Give Security |
103 |
6.14 |
Compliance with Environmental Laws |
104 |
6.15 |
Anti-Corruption Laws; Sanctions |
104 |
6.16 |
Approvals and Authorizations |
105 |
6.17 |
[Reserved] |
105 |
6.18 |
[Reserved] |
105 |
6.19 |
Further Assurances |
105 |
6.20 |
Post-Closing Matters |
105 |
6.21 |
Designation of Unrestricted Subsidiaries |
106 |
Article VII NEGATIVE COVENANTS |
107 |
|
7.01 |
Liens |
107 |
7.02 |
Indebtedness |
109 |
7.03 |
Investments |
111 |
7.04 |
Fundamental Changes |
112 |
7.05 |
Dispositions |
113 |
7.06 |
Restricted Payments |
114 |
7.07 |
Change in Nature of Business |
114 |
7.08 |
Transactions with Affiliates |
114 |
7.09 |
[Reserved] |
115 |
ii
7.10 |
Use of Proceeds |
115 |
7.11 |
Financial Covenants |
115 |
7.12 |
Amendments of Organization Documents; Fiscal Year; Legal Name, State of Formation; Form of Entity and Accounting Changes |
116 |
7.13 |
Sale and Leaseback Transactions |
117 |
7.14 |
Sanctions |
117 |
7.15 |
Anti-Corruption Laws |
117 |
7.16 |
[Reserved] |
117 |
7.17 |
Passive Holding Company |
117 |
Article VIII EVENTS OF DEFAULT AND REMEDIES |
117 |
|
8.01 |
Events of Default |
117 |
8.02 |
Remedies upon Event of Default |
119 |
8.03 |
Application of Funds |
120 |
Article IX ADMINISTRATIVE AGENT |
121 |
|
9.01 |
Appointment and Authority |
121 |
9.02 |
Rights as a Lender |
122 |
9.03 |
Exculpatory Provisions |
122 |
9.04 |
Reliance by Administrative Agent |
123 |
9.05 |
Delegation of Duties |
123 |
9.06 |
Resignation of Administrative Agent |
124 |
9.07 |
Non-Reliance on Administrative Agent and Other Lenders |
125 |
9.08 |
No Other Duties, Etc |
125 |
9.09 |
Administrative Agent May File Proofs of Claim; Credit Bidding |
126 |
9.10 |
Collateral and Guaranty Matters |
127 |
9.11 |
Secured Cash Management Agreements and Secured Hedge Agreements |
128 |
9.12 |
Certain ERISA Matters |
128 |
Article X CONTINUING GUARANTY |
129 |
|
10.01 |
Guaranty |
129 |
10.02 |
Rights of Lenders |
130 |
10.03 |
Certain Waivers |
130 |
10.04 |
Obligations Independent |
130 |
10.05 |
Subrogation |
130 |
10.06 |
Termination; Reinstatement |
130 |
10.07 |
Stay of Acceleration |
131 |
10.08 |
Condition of Borrower |
131 |
10.09 |
Appointment of Borrower |
131 |
10.10 |
Right of Contribution |
131 |
10.11 |
Keepwell |
131 |
Article XI MISCELLANEOUS |
132 |
|
11.01 |
Amendments, Etc |
132 |
11.02 |
Notices; Effectiveness; Electronic Communications |
135 |
11.03 |
No Waiver; Cumulative Remedies; Enforcement |
136 |
11.04 |
Expenses; Indemnity; Damage Waiver |
137 |
11.05 |
Payments Set Aside |
139 |
11.06 |
Successors and Assigns |
139 |
11.07 |
Treatment of Certain Information; Confidentiality |
145 |
11.08 |
Right of Setoff |
146 |
11.09 |
Interest Rate Limitation |
147 |
11.10 |
Counterparts; Integration; Effectiveness |
147 |
iii
11.11 |
Survival of Representations and Warranties |
147 |
11.12 |
Severability |
148 |
11.13 |
Replacement of Lenders |
148 |
11.14 |
Governing Law; Jurisdiction; Etc |
149 |
11.15 |
Waiver of Jury Trial |
150 |
11.16 |
Subordination |
150 |
11.17 |
No Advisory or Fiduciary Responsibility |
151 |
11.18 |
Electronic Execution; Electronic Records |
151 |
11.19 |
USA PATRIOT Act Notice |
152 |
11.20 |
Acknowledgement and Consent to Bail-In of Affected Financial Institutions |
152 |
11.21 |
[Reserved] |
153 |
11.22 |
Acknowledgement Regarding Any Supported QFCs |
153 |
iv
BORROWER PREPARED SCHEDULES
Schedule 1.01(c) Responsible Officers
Schedule 5.10 Insurance
Schedule 5.12 Pension Plans
Schedule 5.20(a) Subsidiaries, Joint Ventures, Partnerships and Other Equity Investments
Schedule 5.20(b) Loan Parties
Schedule 5.21(b) Intellectual Property
Schedule 5.21(c) Documents, Instrument, and Tangible Chattel Paper
Schedule 5.21(d)(i) Deposit Accounts & Securities Accounts
Schedule 5.21(d)(ii) Electronic Chattel Paper & Letter-of-Credit Rights
Schedule 5.21(e) Commercial Tort Claims
Schedule 5.21(f) Pledged Equity Interests
Schedule 5.21(g)(i) Mortgaged Properties
Schedule 5.21(g)(ii) Other Properties
Schedule 7.01 Existing Liens
Schedule 7.02 Existing Indebtedness
Schedule 7.03 Existing Investments
ADMINISTRATIVE AGENT PREPARED SCHEDULES
Schedule 1.01(a) Certain Addresses for Notices
Schedule 1.01(b) Initial Commitments and Applicable Percentages
Schedule 1.01(d) Existing Letters of Credit
Schedule 1.01(e) Mortgaged Property Support Documentation
Schedule 2.01 Swingline Commitments
Schedule 2.03 Letter of Credit Commitments
EXHIBITS
Exhibit A Form of Administrative Questionnaire
Exhibit B Form of Assignment and Assumption
Exhibit C Form of Compliance Certificate
Exhibit D Form of Joinder Agreement
Exhibit E Form of Loan Notice
Exhibit F Form of Permitted Acquisition Certificate
Exhibit G Form of Revolving Note
Exhibit H Form of Secured Party Designation Notice
Exhibit I Form of Swingline Loan Notice
Exhibit J Form of Term Note
Exhibit K Form of Incremental Term Note
Exhibit L Forms of U.S. Tax Compliance Certificates
Exhibit M Form of Authorization to Share Insurance Information
Exhibit N Form of Notice of Loan Prepayment
Exhibit O Form of Letter of Credit Report
Exhibit P Form of Notice of Additional L/C Issuer
v
CREDIT AGREEMENT
This CREDIT AGREEMENT is entered into as of February 3, 2021, among ZETA GLOBAL CORP., a Delaware corporation (the “Borrower”), ZETA GLOBAL HOLDINGS CORP., a Delaware corporation (“Holdings”), the other Guarantors (defined herein), the Lenders (defined herein), BANK OF AMERICA, N.A., as Administrative Agent, Swingline Lender and an L/C Issuer, and the other L/C Issuers from time to time party hereto.
PRELIMINARY STATEMENTS:
WHEREAS, the Loan Parties (as hereinafter defined) have requested that the Lenders, the Swingline Lender and each L/C Issuer make loans and other financial accommodations to the Loan Parties in an aggregate amount of up to $222,500,000.
WHEREAS, the Lenders, the Swingline Lender and each L/C Issuer have agreed to make such loans and other financial accommodations to the Loan Parties on the terms and subject to the conditions set forth herein.
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:
Article I
DEFINITIONS AND ACCOUNTING TERMS
As used in this Agreement, the following terms shall have the meanings set forth below:
“Acquisition” means the acquisition, whether through a single transaction or a series of related transactions, of (a) a majority of the Voting Stock or other controlling ownership interest in another Person (including the purchase of an option, warrant or convertible or similar type security to acquire such a controlling interest at the time it becomes exercisable by the holder thereof), whether by purchase of such equity or other ownership interest or upon the exercise of an option or warrant for, or conversion of securities into, such equity or other ownership interest, or (b) assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person.
“Act” has the meaning specified in Section 11.19.
“Additional Commitment Lender” has the meaning specified in Section 2.16(c).
“Additional Lender” has the meaning specified in Section 2.17(b).
“Additional Secured Obligations” means (a) all obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements and (b) all out-of-pocket costs and expenses incurred in connection with enforcement and collection of the foregoing, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that Additional Secured Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.
“Adjusted Term SOFR” means, for purposes of any calculation, the rate per annum equal to (a) Term SOFR for such calculation plus (b) the Term SOFR Adjustment; provided that if Adjusted Term SOFR as so determined shall ever be less than the Floor, then Adjusted Term SOFR shall be deemed to be the Floor.
“Administrative Agent” means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent.
“Administrative Agent Fee Letter” means the administrative agent fee letter, dated as of the date hereof, among the Borrower and the Administrative Agent.
“Administrative Agent’s Office” means the Administrative Agent’s address and, as appropriate, account as set forth on Schedule 1.01(a), or such other address or account as the Administrative Agent may from time to time notify the Borrower and the Lenders.
“Administrative Questionnaire” means an Administrative Questionnaire in substantially the form of Exhibit A or any other form approved by the Administrative Agent.
“Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial Institution.
“Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified.
“Aggregate Commitments” means the Commitments of all the Lenders.
“Agreement” means this Credit Agreement, including all schedules, exhibits and annexes hereto.
“All-in-Yield” means as to any Indebtedness the yield to maturity thereof, whether in the form of interest rate margin, original issue discount, upfront fees, recurring periodic fees, any interest rate floors or similar devices, or otherwise, in each case payable generally to Lenders making such Loans, but excluding any arrangement, commitment, structuring, underwriting or other fees payable in connection therewith that are not generally shared with the relevant Lenders and customary consent fees paid generally to consenting Lenders.
“Applicable Law” means, as to any Person, all applicable Laws binding upon such Person or to which such a Person is subject.
“Applicable Percentage” means (a) in respect of the Term Facility, with respect to any Term Lender at any time, the percentage (carried out to the ninth decimal place) of the Term Facility represented by (i) on or prior to the Closing Date, such Term Lender’s Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Term Lender’s Term Loans at such time, (b) in respect of an Incremental Term Facility, with respect to any Incremental Term Lender at any time, the percentage (carried out to the ninth decimal place) of such Incremental Term Facility represented by (i) on or prior to the applicable Incremental Effective Date, such Incremental Term Lender’s Incremental Term Commitment at such time and (ii) thereafter, the outstanding principal amount of such Incremental Term Lender’s Incremental Term Loans at such time and (c) in respect of the Revolving Facility, with respect to any Revolving Lender at any time, the percentage (carried out to the ninth decimal place) of the Revolving Facility represented by such Revolving Lender’s Revolving Commitment at such time, subject to adjustment as provided in Section 2.15. If the Commitment of all of the Revolving Lenders to make Revolving Loans and the obligation of the L/C Issuers to make L/C Credit Extensions have been terminated pursuant to Section 8.02, or if the Revolving Commitments have expired, then the Applicable Percentage of each Revolving Lender in respect of the Revolving Facility shall be determined based on the Applicable
2
Percentage of such Revolving Lender in respect of the Revolving Facility most recently in effect, giving effect to any subsequent assignments and to any Lender’s status as a Defaulting Lender at the time of determination. The Applicable Percentage of each Lender in respect of each Facility is set forth opposite the name of such Lender on Schedule 1.01(b) or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any documentation executed by such Lender pursuant to Section 2.17, as applicable.
“Applicable Rate” means, for any day, the rate per annum set forth below opposite the applicable level then in effect (based on the Consolidated Net Leverage Ratio), it being understood that the Applicable Rate for (a) Revolving Loans that are Base Rate Loans shall be the percentage set forth under the column “Revolving Loans” and “Base Rate”, (b) Revolving Loans that are SOFR Loans shall be the percentage set forth under the column “Revolving Loans” and “SOFR Loans & Letter of Credit Fee”, (c) that portion of the Term Loan comprised of Base Rate Loans shall be the percentage set forth under the column “Term Loan” and “Base Rate”, (d) that portion of the Term Loan comprised of SOFR Loans shall be the percentage set forth under the column “Term Loan” and “SOFR Loans & Letter of Credit Fee”, (e) the Letter of Credit Fee shall be the percentage set forth under the column “Revolving Loans” and “SOFR Loans & Letter of Credit Fee”, and (f) the Commitment Fee shall be the percentage set forth under the column “Commitment Fee”:
Applicable Rate |
||||||
Level |
Consolidated Net Leverage |
SOFR Loans |
Base Rate |
Commitment Fee |
||
Revolving Loans |
Term Loan |
Revolving Loans |
Term Loan |
|||
1 |
≤ 1.00:1.00 |
2.125% |
2.125% |
1.125% |
1.125% |
0.25% |
2 |
≤1.75:1.00 but > 1.00:1.00 |
2.25% |
2.25% |
1.25% |
1.25% |
0.25% |
3 |
≤2.50:1.00 but > 1.75:1.00 |
2.375% |
2.375% |
1.375% |
1.375% |
0.25% |
4 |
≤3.00:1.00 but > 2.50:1.00 |
2.50% |
2.50% |
1.50% |
1.50% |
0.25% |
5 |
> 3.00:1.00 |
2.625% |
2.625% |
1.625% |
1.625% |
0.25% |
The Applicable Rate in respect of any Incremental Term Loan shall be as set forth in the Incremental Agreement executed in connection therewith. Any increase or decrease in the Applicable Rate resulting from a change in the Consolidated Net Leverage Ratio shall become effective as of the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b); provided, however, that if a Compliance Certificate is not delivered when due in accordance with Section 6.02(b), then, upon the request of the Required Lenders, pricing level 5 shall apply, in each case as of the first Business Day after the date on which such Compliance Certificate was required to have been delivered and in each case shall remain in effect until the first Business Day following the date on which such Compliance Certificate is delivered.
Notwithstanding anything to the contrary contained in this definition, (i) the determination of the Applicable Rate for any period shall be subject to the provisions of Section 2.10(b) and (ii) the initial Applicable Rate shall be set forth in pricing level 3 until the first Business Day immediately following the date a Compliance Certificate is delivered pursuant to Section 6.02(b) for the first full fiscal quarter to occur following the Closing Date to the Administrative Agent. Any adjustment in the Applicable Rate shall be applicable to all Credit Extensions then existing or subsequently made or issued.
3
The Applicable Rate set forth above shall be increased as, and to the extent, required by Section 2.17.
“Applicable Revolving Percentage” means with respect to any Revolving Lender at any time, such Revolving Lender’s Applicable Percentage in respect of the Revolving Facility at such time.
“Appropriate Lender” means, at any time, (a) with respect to any Facility, a Lender that has a Commitment with respect to such Facility or holds a Loan under such Facility at such time, (b) with respect to the Letter of Credit Sublimit, (i) the L/C Issuers and (ii) if any Letters of Credit have been issued pursuant to Section 2.03, the Revolving Lenders and (c) with respect to the Swingline Sublimit, (i) the Swingline Lender and (ii) if any Swingline Loans are outstanding pursuant to Section 2.04(a), the Revolving Lenders.
“Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
“Arranger” means BofA Securities, Inc. in its capacity as lead arranger.
“Assignment and Assumption” means an assignment and assumption entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 11.06(b)), and accepted by the Administrative Agent, in substantially the form of Exhibit B or any other form (including an electronic documentation form generated by use of an electronic platform) approved by the Administrative Agent.
“Attributable Indebtedness” means, on any date, (a) in respect of any Capitalized Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease or similar payments under the relevant lease or other applicable agreement or instrument that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease or other agreement or instrument were accounted for as a Capitalized Lease and (c) all Synthetic Debt of such Person.
“Audited Financial Statements” means the audited Consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2019, and the related Consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.
“Authorization to Share Insurance Information” means the authorization substantially in the form of Exhibit M (or such other form as required by each of the Loan Party’s insurance companies).
“Availability Period” means in respect of the Revolving Facility, the period from and including the Closing Date to the earliest of (i) the Maturity Date for the Revolving Facility, (ii) the date of termination of the Revolving Commitments pursuant to Section 2.06, and (iii) the date of termination of the Commitment of each Revolving Lender to make Revolving Loans and of the obligation of the L/C Issuers to make L/C Credit Extensions pursuant to Section 8.02.
“Available Tenor” means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (x) if such Benchmark is a term rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an Interest Period pursuant to this Agreement or (y) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may be used for determining any frequency of making payments of interest calculated with reference to such Benchmark pursuant to this Agreement, in each case, as of such date and not including, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of “Interest Period” pursuant to Section 3.03(d).
4
“Bail-In Action” means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
“Bail-In Legislation” means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).
“Bank of America” means Bank of America, N.A. and its successors and permitted assigns.
“Base Rate” means for any day a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its “prime rate,” and (c) Adjusted Term SOFR for a tenor of one month plus 1.00%, subject to the interest rate floors set forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement. The “prime rate” is a rate set by Bank of America based upon various factors including Bank of America’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. If the Base Rate is being used as an alternate rate of interest pursuant to Section 3.03 hereof, then the Base Rate shall be the greater of clauses (a) and (b) above and shall be determined without reference to clause (c) above.
“Base Rate Loan” means a Revolving Loan, a Term Loan or an Incremental Term Loan that bears interest based on the Base Rate.
“Base Rate Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Benchmark” means, initially, the Term SOFR Reference Rate; provided that if a Benchmark Transition Event has occurred with respect to the Term SOFR Reference Rate or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replaced such prior benchmark rate pursuant to Section 3.03(a).
“Benchmark Replacement” means, with respect to any Benchmark Transition Event, the first alternative set forth in the order below that can be determined by the Administrative Agent for the applicable Benchmark Replacement Date:
If the Benchmark Replacement as determined pursuant to clause (a) or (b) above would be less than the Floor, the Benchmark Replacement will be deemed to be the Floor for the purposes of this Agreement and the other Loan Documents.
5
“Benchmark Replacement Adjustment” means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Administrative Agent and the Borrower giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated syndicated credit facilities at such time.
“Benchmark Replacement Date” means, a date and time determined by the Administrative Agent, which date shall be no later than the earlier to occur of the following events with respect to the then-current Benchmark:
For the avoidance of doubt, the “Benchmark Replacement Date” will be deemed to have occurred in the case of clause (a) or (b) with respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenors of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Transition Event” means, the occurrence of one or more of the following events with respect to the then-current Benchmark:
6
For the avoidance of doubt, a “Benchmark Transition Event” will be deemed to have occurred with respect to any Benchmark if a public statement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark (or the published component used in the calculation thereof).
“Benchmark Unavailability Period” means, the period (if any) (a) beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03 and (b) ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Loan Document in accordance with Section 3.03.
“Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
“Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
“Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
“Borrower” has the meaning specified in the introductory paragraph hereto.
“Borrower Materials” has the meaning specified in Section 6.02(p).
“Borrowing” means a Revolving Borrowing, a Swingline Borrowing or a Term Borrowing, as the context may require.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent’s Office is located and, when used in connection with an amount that bears interest at a rate based on SOFR or any direct or indirect calculation or determination of SOFR, the term “Business Day” means any such day that is also a U.S. Government Securities Business Day.
“Capital Expenditures” means, with respect to any Person for any period, any expenditure in respect of the purchase or other acquisition of any fixed or capital asset (excluding normal replacements and maintenance which are properly charged to current operations). For purposes of this definition, (i) the purchase price of assets purchased with the trade-in or disposition of existing assets or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount by which such purchase price exceeds the credit granted by the seller of such acquired assets for the assets being traded in or disposed of or the amount of such insurance proceeds, as the case may be and (ii) any Permitted Acquisition shall not be included in Capital Expenditures.
“Capitalized Lease” means any lease that has been or is required to be, in accordance with GAAP, recorded, classified and accounted for as a capitalized lease or financing lease.
7
“Captive Insurance Subsidiary” means any Subsidiary that is subject to regulation as an insurance company.
“Cash Collateralize” means to deposit in a Controlled Account or pledge and deposit with or deliver to the Administrative Agent, for the benefit of one or more of the L/C Issuers or Swingline Lender (as applicable) or the Lenders, as Collateral for L/C Obligations, the Obligations in respect of Swingline Loans, or obligations of the Revolving Lenders to fund participations in respect of L/C Obligations or Swingline Loans (as the context may require), (a) cash or deposit account balances, (b) backstop letters of credit entered into on terms, from issuers and in amounts reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers, and/or (c) if the Administrative Agent and the applicable L/C Issuers or Swingline Lender shall agree, in their sole discretion, other credit support, in each case, in Dollars and pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent and such L/C Issuer or the Swingline Lender (as applicable).
“Cash Collateral” shall have a meaning correlative to the foregoing and shall include the proceeds of such Cash Collateral and other credit support.
“Cash Equivalents” means any of the following types of Investments, to the extent owned by the Borrower or any of its Restricted Subsidiaries free and clear of all Liens (other than Permitted Liens):
8
“Cash Management Agreement” means any agreement that is not prohibited by the terms hereof to provide treasury or cash management services, including deposit accounts, overnight draft, credit cards, debit cards, p-cards (including purchasing cards and commercial cards), funds transfer, automated clearinghouse, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation and reporting and trade finance services and other cash management services.
“Cash Management Bank” means any Person in its capacity as a party to a Cash Management Agreement that, (a) at the time it enters into a Cash Management Agreement with a Loan Party or any Restricted Subsidiary, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Cash Management Agreement with a Loan Party or any Restricted Subsidiary, in each case in its capacity as a party to such Cash Management Agreement (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, however, that for any of the foregoing to be included as a “Secured Cash Management Agreement” on any date of determination by the Administrative Agent, the applicable Cash Management Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.
“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980.
“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.
“CFC” means a Person that is a controlled foreign corporation under Section 957 of the Code in which the Borrower or any Loan Party is a United States shareholder within the meaning of Section 951(b) of the Code.
“Change in Law” means the occurrence, after the Closing Date, of any of the following: (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith or in the implementation thereof and (ii) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted, issued or implemented.
9
“Change of Control” means an event or series of events by which:
(a) at any time prior to the creation of a Public Market, any “person” or “group” becomes the “beneficial owner” of equity securities in Holdings in an amount greater than the amount of equity securities held by David A. Steinberg (or any “group” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) of which he is a member) (and taking into account all such securities that David A. Steinberg has the right to acquire pursuant to any option right (as defined in clause (b) below));
(b) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of (i) at any time prior to the creation of a Public Market, 50% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right) and (ii) at any time after the creation of a Public Market, 35% or more of the equity securities of the Borrower entitled to vote for members of the board of directors or equivalent governing body of the Borrower on a fully-diluted basis (and taking into account all such securities that such person or group has the right to acquire pursuant to any option right);
(c) Holdings shall cease to own and control, of record and beneficially, directly or indirectly, 100% of the Equity Interests of the Borrower; or
(d) the Borrower shall cease to own and control, of record and beneficially, directly or indirectly, 100% of the Equity Interests of each Guarantor (other than Holdings and excluding directors’ qualifying shares required by Law) except as otherwise expressly permitted under this Agreement.
provided that a transaction in which the Borrower becomes a wholly owned Subsidiary of another Person (other than a Person that is an individual) shall not constitute a Change of Control if (i) the holders of the Equity Interests of the Borrower immediately prior to such transaction “beneficially own” (as defined above), directly or indirectly through one or more intermediaries, at least a majority of the outstanding combined voting power of all of equity securities of the Borrower immediately following the consummation of such transaction, (ii) no “person” or “group” (as such terms are defined above), other than such other Person (but including the holders of the Equity Interests of such other Person), “beneficially owns” (as such term is defined above), directly or indirectly through one or more intermediaries, more than fifty percent (50%) of the outstanding combined voting power of all of equity securities of the Borrower immediately following the consummation of such transaction and (iii) such other Person shall become a Guarantor hereunder.
“Class”, when used in reference to any Loan or Borrowing, refers to whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans, Term Loans or Incremental Term Loans and, when used in reference to any Commitment, refers to whether such Commitment is a Revolving Commitment, Term Commitment or Incremental Term Loan Commitment.
“Closing Date” means the date hereof.
10
“Code” means the Internal Revenue Code of 1986, as amended.
“Collateral” means all of the “Collateral” and “Mortgaged Property” referred to in the Collateral Documents and all of the other property that is or is intended under the terms of the Collateral Documents to be subject to Liens in favor of the Administrative Agent for the benefit of the Secured Parties.
“Collateral Documents” means, collectively, the Security Agreement, the Mortgages, any related Mortgaged Property Support Documents, the Qualifying Control Agreements, each Joinder Agreement, each of the collateral assignments, security agreements, pledge agreements, account control agreements or other similar agreements delivered to the Administrative Agent pursuant to Section 6.13, and each of the other agreements, instruments or documents that creates or purports to create a Lien in favor of the Administrative Agent for the benefit of the Secured Parties.
“Commitment” means a Term Commitment, and Incremental Term Commitment or a Revolving Commitment, as the context may require.
“Commodity Exchange Act” means the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.
“Competitor” means any Person that is a bona fide direct competitor of the Borrower or any of its Subsidiaries directly engaged in substantially similar business operations as the Borrower or any of its Subsidiaries and (b) any of such Person’s Subsidiaries; provided that, notwithstanding the foregoing, in no event shall “Competitor” include any Person that is a financial institution, a debt fund or an investment vehicle that is engaged in the business of making, purchasing, holding or otherwise investing in loans, notes, bonds and similar extensions of credit or securities in the ordinary course of business to unaffiliated third parties.
“Compliance Certificate” means a certificate substantially in the form of Exhibit C.
“Conforming Changes” means, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Base Rate,” the definition of “Business Day,” the definition of “U.S. Government Securities Business Day,” the definition of “Interest Period” or any similar or analogous definition (or the addition of a concept of “interest period”), timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment, conversion or continuation notices, the applicability and length of lookback periods, the applicability of Section 3.03 and other technical, administrative or operational matters) that the Administrative Agent determines, in consultation with the Borrower, may be appropriate to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent determines, in consultation with the Borrower, that adoption of any portion of such market practice is not administratively feasible or if the Administrative Agent determines, in consultation with the Borrower, that no market practice for the administration of any such rate exists, in such other manner of administration as the Administrative Agent determines, in consultation with the Borrower, is reasonably necessary in connection with the administration of this Agreement and the other Loan Documents).
“Connection Income Taxes” means Other Connection Taxes that are imposed on or measured by net income (however denominated) or that are franchise Taxes or branch profits Taxes.
“Consolidated” means, when used with reference to financial statements or financial statement items of the Borrower and its Subsidiaries or any other Person, such statements or items on a consolidated basis in accordance with the consolidation principles of GAAP.
11
“Consolidated EBITDA” means, for the Borrower and its Restricted Subsidiaries, for any period, Consolidated Net Income for such most recently completed Measurement Period plus (a) without duplication and to the extent deducted in determining such Consolidated Net Income, the sum of (i) Consolidated Interest Charges for such period, (ii) Consolidated federal, state, local and foreign income or similar tax expense for such period, (iii) all amounts attributable to depreciation and amortization for such period, (iv) any non-cash charges (other than the write-down of current assets) for such period and any non-cash fair value adjustments in respect of such period, (v) all fees, costs and expenses for such period relating to the consummation of the Loan Documents and termination of the Existing Credit Agreements (collectively, the “Transactions”), (vi) any premiums, expenses or charges (other than non-cash charges) related to any issuance or sale of Equity Interests, Investments, Permitted Acquisitions, Dispositions, recapitalization or the incurrence or permanent repayment or amendment of Indebtedness, in each case, permitted to be incurred or effected hereunder (including a refinancing thereof) (whether or not successful), including such fees, expenses or charges related to any Permitted Acquisitions or the issuance of Indebtedness and any amendment or other modification of this Agreement or other Indebtedness, (vii) any non-cash charges incurred pursuant to any management equity plan or stock option plan or other management or employee benefit plan or agreement or any stock subscription or shareholder plan, (viii) non-cash stock-based compensation and non-cash rental expense, (ix) liability, casualty or business interruption insurance proceeds (or indemnification or other third party reimbursement proceeds) received to the extent not already included in computing such Consolidated Net Income to the extent such event has resulted in a corresponding reduction in Consolidated Net Income for such period and (x) any earnout or similar payment permitted to be incurred hereunder in connection with a Permitted Acquisition which is paid or accrued during such period plus (b) (i) non-recurring restructuring charges, accruals or reserves (including restructuring and integration costs related to acquisitions permitted hereunder and adjustments to existing reserves), whether or not classified as restructuring expense on the consolidated financial statements, for such period and (ii) the amount of “run rate” costs savings related to a Permitted Acquisition and projected by the Borrower in good faith to be reasonably anticipated to be realizable within 12 months of the actions taken (which cost savings shall be added to Consolidated EBITDA until fully realized and calculated on a pro forma basis as though such cost savings had been realized on the first day of the relevant period), net of the amount of actual benefits realized from such actions; provided that (A) such amounts described in the immediately preceding clauses (i) and (ii) are reasonably identifiable and quantifiable and (B) no such amounts described in the immediately preceding clauses (i) and (ii) shall be added pursuant to this clause (b) to the extent duplicative of any expenses or charges relating to such cost savings made pursuant to Section 1.03(c) (it being understood and agreed that “run rate” shall mean the full recurring benefit that is associated with any action taken); provided further that the aggregate amount permitted to be added back pursuant to this clause (b) during any four consecutive fiscal quarter period when combined with any similar amounts added back pursuant to Section 1.03(c) shall not exceed 20.0% of pro forma Consolidated EBITDA (calculated after giving effect to such add-backs) and minus (c) without duplication (i) to the extent included in determining such Consolidated Net Income, all cash payments made during such period on account of reserves, restructuring charges and other non-cash charges added to Consolidated Net Income pursuant to clause (a)(iv) above in a previous period, (ii) any net after tax gain or income from the early extinguishment of Indebtedness and (iii) to the extent included in determining such Consolidated Net Income, any extraordinary gains and all non-cash items of income for such period, all determined on a consolidated basis in accordance with GAAP.
For any period, (A) the Consolidated EBITDA of any Target acquired by the Borrower or any Restricted Subsidiary pursuant to a Permitted Acquisition during such period shall be included on a pro forma basis for such period (assuming the consummation of such acquisition and the incurrence or assumption of any Indebtedness in connection therewith occurred as of the first day of such period) and (B) the Consolidated EBITDA of any Person or line of business sold or otherwise disposed of by the Borrower or any Restricted Subsidiary during such period shall be excluded for such period (assuming the
12
consummation of such sale or other disposition and the repayment of any Indebtedness in connection therewith occurred as of the first day of such period).
Notwithstanding the foregoing, the Administrative Agent shall utilize the quarterly Consolidated EBITDA amounts set forth below for purposes of calculating Consolidated EBITDA and determining the Borrower’s compliance with the financial covenants set forth in Section 7.11.
Applicable Period |
Consolidated EBITDA |
Fiscal quarter ended March 31, 2020 |
$13,832,499 |
Fiscal quarter ended June 30, 2020 |
$12,140,806 |
Fiscal quarter September 30, 2020 |
$17,089,780 |
Fiscal quarter ended December 31, 2020 |
$21,607,639 |
“Consolidated Fixed Charge Coverage Ratio” means, as of any date of determination for the Borrower and its Restricted Subsidiaries, the ratio of (a) (i) Consolidated EBITDA, less (ii) Maintenance Capital Expenditures to (b) the sum of (i) Consolidated Interest Charges to the extent paid in cash, (ii) the aggregate amount of federal, state, local and foreign income taxes paid in cash (net of any cash refund in respect of any such taxes received during such period) (including Permitted Tax Distributions), (iii) the aggregate principal amount of all redemptions or similar acquisitions for value of outstanding debt for borrowed money or regularly scheduled principal payments (other than any such payment that is required to be made on the final maturity date thereof) (without giving effect to any mandatory or voluntary prepayments), but excluding any such payments (A) to the extent refinanced through the incurrence of additional Indebtedness otherwise expressly permitted under Section 7.02 or (B) on debt constituting revolving credit loans except to the extent made in connection with a scheduled permanent commitment reduction, and (iv) all cash dividends paid (excluding items eliminated in consolidation) in respect of any series of Disqualified Stock, in each case, of or by the Borrower and its Restricted Subsidiaries for the most recently completed Measurement Period.
“Consolidated Funded Indebtedness” means, as of any date of determination, for the Borrower and its Restricted Subsidiaries on a Consolidated basis, the sum of: (a) the outstanding principal amount of all obligations, whether current or long-term, for borrowed money (including the principal amount of the Obligations hereunder) and all obligations evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all purchase money Indebtedness; (c) the amount drawn and unreimbursed under issued and outstanding letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (d) all obligations (including, without limitation, earnout obligations) to pay the deferred purchase price of property or services (other than trade accounts payable and similar accrued obligations incurred in the ordinary course of business and not past due for more than 120 days after the date on which such trade account or similar accrued obligation was created, unless the same shall be contested in good faith or otherwise be subject to a bona fide dispute and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Restricted Subsidiary); (e) all Attributable Indebtedness; (f) all obligations to purchase, redeem, retire, defease or otherwise make any payment prior to the Maturity Date in respect of any Equity Interests (other than in connection with any optional redemption thereof) or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; (g) without duplication, all Guarantees with respect to outstanding Indebtedness of the types specified in clauses (a) through (f) above of Persons other than the Borrower or any Restricted Subsidiary; and (h) all Indebtedness of the types referred to in clauses (a) through (g) above of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability
13
company) in which the Borrower or a Restricted Subsidiary is a general partner or joint venturer, unless such Indebtedness is expressly made non-recourse to the Borrower or such Restricted Subsidiary. The Borrower’s PPP Loan shall not constitute Consolidated Funded Indebtedness except to the extent such PPP Loan is finally determined not to be forgiven.
“Consolidated Interest Charges” means, for any Measurement Period, the sum of (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets, in each case to the extent treated as interest in accordance with GAAP, (b) all interest paid or payable with respect to discontinued operations and (c) the portion of rent expense under Capitalized Leases that is treated as interest in accordance with GAAP, in each case, of or by the Borrower and its Restricted Subsidiaries on a Consolidated basis for the most recently completed Measurement Period. For purposes of the foregoing, interest expenses shall be determined after giving effect to any net payments made or received by the Borrower or any Restricted Subsidiary with respect to any Swap Contracts. Notwithstanding the foregoing, Consolidated Interest Charges shall be the amounts set forth below with respect to such fiscal quarters set forth below.
Applicable Period |
Consolidated Interest Charges |
Fiscal quarter ended March 31, 2020 |
$4,343,113 |
Fiscal quarter ended June 30, 2020 |
$4,091,469 |
Fiscal quarter September 30, 2020 |
$3,890,166 |
Fiscal quarter ended December 31, 2020 |
$4,036,412 |
“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of (a) Consolidated Funded Indebtedness less domestic Unrestricted Cash of the Borrower and its Restricted Subsidiaries which is held in a Controlled Account as of such date (in an amount not to exceed 50% of Consolidated EBITDA for the most recently ended Measurement Period) to (b) Consolidated EBITDA of the Borrower and its Restricted Subsidiaries on a consolidated basis for the most recently completed Measurement Period.
“Consolidated Net Income” means, for any period, the net income (or loss) of the Borrower and its Restricted Subsidiaries on a Consolidated basis for such period; provided that Consolidated Net Income shall exclude (a) extraordinary gains and extraordinary losses for such period, (b) the net income of any Restricted Subsidiary during such period to the extent that the declaration or payment of dividends or similar distributions by such Restricted Subsidiary of such income is not permitted by operation of the terms of its Organization Documents or any agreement, instrument or Law applicable to such Restricted Subsidiary (other than the Loan Documents) during such period, except that the Borrower’s equity in any net loss of any such Restricted Subsidiary for such period shall be included in determining Consolidated Net Income, and (c) any income (or loss) for such period of any Person if such Person is not a Restricted Subsidiary, except that the Borrower’s equity in the net income of any such Person for such period shall be included in Consolidated Net Income up to the aggregate amount of cash actually distributed by such Person during such period to the Borrower or a Restricted Subsidiary as a dividend or other distribution (and in the case of a dividend or other distribution to a Restricted Subsidiary, such Restricted Subsidiary is not precluded from further distributing such amount to the Borrower as described in clause (b) of this proviso).
“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound.
14
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise (including any member of the senior management group of any such Person). “Controlling” and “Controlled” have meanings correlative thereto.
“Controlled Account” means each deposit account and securities account that is subject to a Qualifying Control Agreement.
“Cost of Acquisition” means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (a) the amount of any cash given as consideration in connection with such Acquisition, (b) all additional purchase price amounts in the form of earnouts, holdbacks and other contingent obligations that should be recorded on the financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP in connection with such Acquisition and (c) all amounts paid in respect of covenants not to compete and consulting agreements that is recorded on the financial statements of the Borrower and its Restricted Subsidiaries in accordance with GAAP as part of the consideration for such Acquisition, and other affiliated contracts in connection with such Acquisition, in each case excluding such amounts financed with equity proceeds.
“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.
“Daily Simple SOFR” means, for any day, SOFR, with the conventions for this rate (which will include a lookback) being established by the Administrative Agent in accordance with the conventions for this rate selected or recommended by the Relevant Governmental Body for determining “Daily Simple SOFR” for syndicated business loans; provided that if the Administrative Agent determines, in consultation with the Borrower, that any such convention is not administratively feasible for the Administrative Agent, then the Administrative Agent may establish another convention in its reasonable discretion.
“Debt Issuance” means the issuance by any Loan Party or any Restricted Subsidiary of any Indebtedness other than Indebtedness permitted under Section 7.02.
“Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in effect.
“Default” means any event or condition that constitutes an Event of Default or that, with the giving of any notice, the passage of time, or both, would be an Event of Default.
“Default Rate” means (a) with respect to any Obligation for which a rate is specified, a rate per annum equal to two percent (2%) in excess of the rate otherwise applicable thereto and (b) with respect to any Obligation for which a rate is not specified or available, a rate per annum equal to the Base Rate plus the Applicable Rate for Revolving Loans that are Base Rate Loans plus two percent (2%), in each case, to the fullest extent permitted by Applicable Law.
“Defaulting Lender” means, subject to Section 2.15(b), any Lender that (a) has failed to (i) fund all or any portion of its Loans within two (2) Business Days of the date such Loans were required to be funded hereunder unless such Lender notifies the Administrative Agent and the Borrower in writing that such failure is the result of such Lender’s determination that one or more conditions precedent to funding (each of which conditions precedent, together with any applicable default, shall be specifically identified in such writing) has not been satisfied, or (ii) pay to the Administrative Agent, any L/C Issuer, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two (2) Business Days of the date when due, (b) has notified the Borrower, the Administrative Agent, any L/C Issuer or the Swingline Lender in writing
15
that it does not intend to comply with its funding obligations hereunder, or has made a public statement to that effect (unless such writing or public statement relates to such Lender’s obligation to fund a Loan hereunder and states that such position is based on such Lender’s determination that a condition precedent to funding (which condition precedent, together with any applicable default, shall be specifically identified in such writing or public statement) cannot be satisfied), (c) has failed, within three (3) Business Days after written request by the Administrative Agent or the Borrower, to confirm in writing to the Administrative Agent and the Borrower that it will comply with its prospective funding obligations hereunder (provided that such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such written confirmation by the Administrative Agent and the Borrower), or (d) has, or has a direct or indirect parent company that has, (i) become the subject of a proceeding under any Debtor Relief Law, (ii) had appointed for it a receiver, custodian, conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or assets, including the Federal Deposit Insurance Corporation or any other state or federal regulatory authority acting in such a capacity or (iii) become the subject of a Bail-In Action; provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any Equity Interest in that Lender or any direct or indirect parent company thereof by a Governmental Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of clauses (a) through (d) above, and the effective date of such status, shall be conclusive and binding absent manifest error, and such Lender shall be deemed to be a Defaulting Lender (subject to Section 2.15(b)) as of the date established therefor by the Administrative Agent in a written notice of such determination, which shall be delivered by the Administrative Agent to the Borrower, each L/C Issuer, the Swingline Lender and each other Lender promptly following such determination.
“Designated Jurisdiction” means any country, region or territory to the extent that such country, region or territory is the subject of any Sanctions (including currently Cuba, Iran, North Korea, Syria, and the Crimea region of Ukraine).
“Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition (including any Sale and Leaseback Transaction) of any property by any Loan Party or Restricted Subsidiary (or the granting of any option or other right to do any of the foregoing), including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
“Disqualified Institution” means, on any date, (a) those specific Persons designated by the Borrower as a “Disqualified Institution” by written notice delivered to the Administrative Agent on or prior to the Closing Date (including any Affiliate of such designated Person clearly recognizable as an Affiliate thereof by name) and (b) any other Person that is a Competitor of the Borrower or any of its Subsidiaries, which Person has been designated by the Borrower as a “Disqualified Institution” by written notice to the Administrative Agent and the Lenders (by posting such notice to the Platform) not less than three (3) Business Days prior to such date (including any Affiliate of such designated Person clearly recognizable as an Affiliate thereof by name); provided that “Disqualified Institutions” shall exclude any Person that the Borrower has designated as no longer being a “Disqualified Institution” by written notice delivered to the Administrative Agent and the Lenders from time to time; provided further than no commercial bank nor any investment bank shall be deemed to be a Disqualified Institution.
“Disqualified Stock” shall mean any Equity Interest that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, (a) matures (excluding any maturity as the result of an optional redemption by the issuer thereof) or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option
16
of the holder thereof, in whole or in part, or requires the payment of any cash dividend or any other scheduled payment constituting a return of capital, in each case at any time on or prior to the date that is 180 days after the latest Maturity Date under any Facility, or (b) is convertible into or exchangeable (unless at the sole option of the issuer thereof) for (i) debt securities or (ii) any Equity Interest referred to in clause (a) above, in each case at any time prior to the date that is 180 days after the latest Maturity Date under any Facility; provided, however, that with respect to any Equity Interest issued to any employee or to any plan for the benefit of employees of Holdings or its Restricted Subsidiaries or by any such plan to such employees, such Equity Interest shall not constitute Disqualified Stock solely because it may be required to be repurchased in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, resignation, death or disability or if any class of Equity Interest of such Person by its terms authorizes such Person to satisfy its obligations thereunder by delivery of an Equity Interest that is not Disqualified Stock, such Equity Interests shall not be deemed to be Disqualified Stock. Notwithstanding the foregoing, any Equity Interest that would constitute Disqualified Stock solely because the holders thereof have the right to require Holdings or its Restricted Subsidiaries to repurchase such Equity Interest upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if any such right becomes operative only after repayment in full of all the Loans and all other Obligations, the cancellation or expiration of all Letters of Credit and the termination or expiration of the Commitments.
“Dollar” and “$” mean lawful money of the United States.
“Domestic Subsidiary” means any Subsidiary that is organized under the laws of any political subdivision of the United States.
“DQ List” has the meaning specified in Section 11.06(g)(iv).
“EEA Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a Subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.
“EEA Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.
“EEA Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.
“Eligible Assignee” means any Person that meets the requirements to be an assignee under Section 11.06 (subject to such consents, if any, as may be required under Section 11.06(b)(iii)). For the avoidance of doubt, any Disqualified Institution is subject to Section 11.06(g).
“Environment” means ambient air, indoor air, surface water, groundwater, drinking water, soil, surface and subsurface strata, and natural resources such as wetland, flora and fauna.
“Environmental Laws” means any and all federal, state, provincial, territorial, local, and foreign statutes, laws (including common law), regulations, standards, ordinances, rules, judgments, interpretations, orders, decrees, permits, agreements or governmental restrictions relating to pollution or the protection of the Environment or human health (to the extent related to exposure to Hazardous Materials), including those relating to the manufacture, generation, handling, transport, storage, treatment, Release or threat of Release of Hazardous Materials, air emissions and discharges to waste or public systems.
17
“Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities) whether based in contract, tort, implied or express warranty, strict liability, criminal or civil statute or common law, directly or indirectly relating to (a) any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.
“Environmental Permit” means any permit, certification, registration, approval, identification number, license or other authorization required under any Environmental Law.
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.
“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
“ERISA Affiliate” means any trade or business (whether or not incorporated) under common control with a Loan Party within the meaning of Sections 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions relating to Section 412 of the Code).
“ERISA Event” means (a) a Reportable Event with respect to a Pension Plan; (b) the withdrawal of a Loan Party or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by a Loan Party or any ERISA Affiliate from a Multiemployer Plan; (d) the filing of a notice of intent to terminate, or the treatment of a Pension Plan amendment as a termination, under Section 4041 or 4041A of ERISA; (e) the institution by the PBGC of proceedings to terminate a Pension Plan; (f) any event or condition which constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan; (g) the determination that any Pension Plan is considered an at-risk plan or any Multiemployer Plan is considered a plan in endangered or critical status within the meaning of Sections 430, 431 and 432 of the Code or Sections 303, 304 and 305 of ERISA; (h) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, upon a Loan Party or any ERISA Affiliate or (i) a failure by a Loan Party or any ERISA Affiliate to meet all applicable requirements under the Pension Funding Rules in respect of a Pension Plan, whether or not waived, or the failure by a Loan Party or any ERISA Affiliate to make any required contribution to a Multiemployer Plan.
“EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from time to time.
“Event of Default” has the meaning specified in Section 8.01.
“Excluded Property” has the meaning specified in the Security Agreement.
18
“Excluded Subsidiary” means (a) any Immaterial Subsidiary, (b) any Subsidiary that is a not-for-profit organization, (c) any Captive Insurance Subsidiary, (d) any Foreign Subsidiary, (e) any Subsidiary (whether existing or acquired after the Closing Date) that is prohibited from guaranteeing the Secured Obligations by applicable law or contractual obligations that are in existence on the Closing Date or at the time of acquisition of such Subsidiary and not entered in contemplation thereof or if guaranteeing the Secured Obligations would require governmental consent, approval, license or authorization (unless such consent, approval, license or authorization has been obtained), (f) any Unrestricted Subsidiary and (g) any other Restricted Subsidiary with respect to which, in their reasonable judgment, the Borrower and the Administrative Agent reasonably agree that the cost (including any tax cost), burden, difficulty or consequence of providing a Guarantee is excessive in relation to the value afforded thereby, provided that notwithstanding the foregoing, at no time shall any Guarantor existing on the Closing Date or joined hereto pursuant to Section 6.12 or Section 6.20 subsequently be deemed an Excluded Subsidiary.
“Excluded Swap Obligation” means, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guaranty of such Guarantor of, or the grant by such Guarantor of a Lien to secure, such Swap Obligation (or any Guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act (determined after giving effect to Section 10.11 and any other “keepwell”, support or other agreement for the benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by other Loan Parties) at the time the Guaranty of such Guarantor, or grant by such Guarantor of a Lien, becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a Master Agreement governing more than one Swap Contract, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to Swap Contracts for which such Guaranty or Lien is or becomes excluded in accordance with the first sentence of this definition.
“Excluded Taxes” means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient, (a) Taxes imposed on or measured by net income (however denominated), franchise and similar Taxes, and branch profits Taxes, in each case, (i) imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its Lending Office located in, the jurisdiction imposing such Tax (or any political subdivision thereof) or (ii) that are Other Connection Taxes, (b) in the case of a Lender, U.S. federal withholding Taxes imposed on amounts payable to or for the account of such Lender with respect to an applicable interest in a Loan or Commitment pursuant to a law in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment request by the Borrower under Section 11.13) or (ii) such Lender changes its Lending Office, except in each case to the extent that, pursuant to Sections 3.01(b) or (d), amounts with respect to such Taxes were payable either to such Lender’s assignor immediately before such Lender became a party hereto or to such Lender immediately before it changed its Lending Office, (c) Taxes attributable to such Recipient’s failure to comply with Section 3.01(f) and (d) any withholding Taxes imposed pursuant to FATCA.
“Existing Credit Agreements” means (i) that certain Credit Agreement dated as of July 10, 2015, as amended, by and among the Borrower, Holdings, First Eagle Private Credit, LLC (f/k/a Newstar Financial, Inc.), as administrative agent and as collateral agent and the lenders party thereto from time to time and (ii) that certain Credit Agreement, dated as of July 29, 2016, as amended, by and among the Borrower and PNC Bank, National Association, as administrative agent and the other parties named therein from time to time.
“Existing Letters of Credit” means those certain letters of credit set forth on Schedule 1.01(d).
19
“Extended Revolving Commitment” means any Class of Revolving Commitments the maturity of which shall have been extended pursuant to Section 2.16.
“Extended Revolving Loans” means any Revolving Loans made pursuant to the Extended Revolving Commitments.
“Extended Term Loans” means any Class of Term Loans the maturity of which shall have been extended pursuant to Section 2.16.
“Extending Lender” means a Lender who has accepted an Extension Offer pursuant to Section 2.16.
“Extension” has the meaning set forth in Section 2.16(a).
“Extension Amendment” has the meaning specified in Section 2.16(d).
“Extension Offer” has the meaning specified in Section 2.16(a).
“Facility” means the Term Facility, and Incremental Term Facility or the Revolving Facility, as the context may require.
“Facility Termination Date” means the date as of which all of the following shall have occurred: (a) the Aggregate Commitments have terminated, (b) all Obligations have been paid in full (other than contingent indemnification obligations), and (c) all Letters of Credit have terminated or expired or have been Cash Collateralized in accordance with the terms hereof (other than Letters of Credit as to which other arrangements with respect thereto reasonably satisfactory to the Administrative Agent and the applicable L/C Issuers shall have been made).
“FASB ASC” means the Accounting Standards Codification of the Financial Accounting Standards Board.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.
“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight federal funds transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Bank of America on such day on such transactions as determined by the Administrative Agent.
“Fee Letters” means (a) the fee letter, dated December 29, 2020, among the Borrower, the Administrative Agent and BofA Securities, Inc. and (b) the Administrative Agent Fee Letter.
“First Amendment” means that certain First Amendment to Credit Agreement, dated as of July 22, 2021, among the Borrower, Holdings, the other Guarantors party thereto, the Lenders party thereto and the Administrative Agent, as amended, restated, amended and restated, supplemented or otherwise modified from time to time.
“First Amendment Effective Date” has the meaning assigned to such term in Section 2 of the First
20
Amendment.
“Flood Hazard Property” means any Mortgaged Property with any improvements thereon that are located wholly or partially in an area designated by the Federal Emergency Management Agency (or any successor agency) as having special flood hazards.
“Flood Insurance Laws” means, collectively, (a) National Flood Insurance Reform Act of 1994 (which comprehensively revised the National Flood Insurance Act of 1968 and the Flood Disaster Protection Act of 1973) as now or hereafter in effect or any successor statute thereto, (b) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto and (c) the Biggert–Waters Flood Insurance Reform Act of 2012 as now or hereafter in effect or any successor statute thereto.
“Flood Program” means the National Flood Insurance Program created by the U.S. Congress pursuant to the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004 and the Biggert-Waters Flood Insurance Reform Act of 2012, in each case as amended from time to time, and any successor statutes.
“Floor” means a rate of interest equal to 0.00%.
“Foreign Lender” means (a) if the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.
“FRB” means the Board of Governors of the Federal Reserve System of the United States.
“Fronting Exposure” means, at any time there is a Defaulting Lender that is a Revolving Lender, (a) with respect to any L/C Issuer, such Defaulting Lender’s Applicable Percentage of the outstanding L/C Obligations other than L/C Obligations as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof, and (b) with respect to the Swingline Lender, such Defaulting Lender’s Applicable Percentage of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized in accordance with the terms hereof.
“Fund” means any Person (other than a natural Person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities.
“Funding Indemnity Letter” means a funding indemnity letter in form and substance satisfactory to the Administrative Agent.
“GAAP” means generally accepted accounting principles in the United States set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board (or agencies with similar functions of comparable stature and authority within the accounting profession) including, without limitation, the FASB Accounting Standards Codification, that are applicable to the circumstances as of the date of determination, consistently applied and subject to Section 1.03.
“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision thereof, whether state, provincial, territorial or local, and any agency, authority,
21
instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including, without limitation, any supra-national bodies such as the European Union or the European Central Bank).
“Guarantee” means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness of the kind described in clauses (a) through (g) of the definition thereof or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed or expressly undertaken by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien); provided however that the term “Guarantee” shall not include endorsements for collection or deposit in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made (or, if less, the maximum amount of such Indebtedness or other obligation for which such Person may be liable, whether singly or jointly, pursuant to the terms of the instrument evidencing such Guarantee) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The term “Guarantee” as a verb has a corresponding meaning.
“Guaranteed Obligations” has the meaning set forth in Section 10.01.
“Guarantors” means, collectively, (a) Holdings, (b) each Restricted Subsidiary of the Borrower identified as a “Guarantor” on the signature pages hereto, (c) the wholly-owned Domestic Subsidiaries of the Borrower as may from time to time become parties to this Agreement pursuant to Section 6.12 and (d) with respect to Additional Secured Obligations owing by any Loan Party or any of its Subsidiaries and any Swap Obligation of a Specified Loan Party (determined before giving effect to Sections 10.01 and 10.11) under the Guaranty, the Borrower.
“Guaranty” means, collectively, the Guarantee made by the Guarantors under Article X in favor of the Secured Parties, together with each other guaranty delivered pursuant to Sections 6.12 and 6.20, in each case, as amended, restated, supplemented or otherwise modified from time to time.
“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, natural gas, natural gas liquids, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, toxic mold, infectious or medical wastes and all other substances, wastes, chemicals, pollutants, contaminants or compounds of any nature in any form regulated pursuant to any Environmental Law.
“Hedge Bank” means any Person in its capacity as a party to a Swap Contract that, (a) at the time it enters into a Swap Contract not prohibited under Articles VI or VII, is a Lender or an Affiliate of a Lender, or (b) at the time it (or its Affiliate) becomes a Lender, is a party to a Swap Contract not prohibited under Articles VI or VII, in each case, in its capacity as a party to such Swap Contract (even if such Person ceases to be a Lender or such Person’s Affiliate ceased to be a Lender); provided, in the case of a Secured Hedge
22
Agreement with a Person who is no longer a Lender (or Affiliate of a Lender), such Person shall be considered a Hedge Bank only through the stated termination date (without extension or renewal) of such Secured Hedge Agreement and provided further that for any of the foregoing to be included as a “Secured Hedge Agreement” on any date of determination by the Administrative Agent, the applicable Hedge Bank (other than the Administrative Agent or an Affiliate of the Administrative Agent) must have delivered a Secured Party Designation Notice to the Administrative Agent prior to such date of determination.
“Holdings” has the meaning specified in the introductory paragraph hereto.
“Immaterial Subsidiary” means, as of any date, any Restricted Subsidiary for which the aggregate amount of the Consolidated EBITDA of such Restricted Subsidiary and its subsidiaries on a consolidated basis, when taken together with (i) the contribution to Consolidated EBITDA of all other Immaterial Subsidiaries and their subsidiaries on a consolidated basis and (ii) the Consolidated EBITDA of all Unrestricted Subsidiaries1, is not in excess of 7.5% of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries, in each case, as of the last day of the Measurement Period most recently ended for which the financial statements and certificates required by Section 6.01(a) or (b), as the case may be, have been or were required to have been delivered; provided that notwithstanding the foregoing, at no time shall any Guarantor existing on the Closing Date or joined hereto pursuant to Section 6.12 or Section 6.20 subsequently be deemed an Immaterial Subsidiary.
1 Which, solely for the purposes of this clause (ii), Consolidated EBITDA of Unrestricted Subsidiaries shall be calculated in the same manner as Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.
“Incremental Agreement” has the meaning specified in Section 2.17(f).
“Incremental Commitments” means Incremental Revolving Commitments and/or the Incremental Term Commitments.
“Incremental Effective Date” has the meaning specified in Section 2.17(f).
“Incremental Revolving Commitment” has the meaning assigned to such term in Section 2.17(a).
“Incremental Revolving Commitment Lender” has the meaning specified in Section 2.17(g).
“Incremental Term Commitments” has the meaning assigned to such term in Section 2.17(a).
“Incremental Term Facility” means, at any time, (a) on or prior to an Incremental Effective Date, the aggregate amount of any Incremental Term Commitments in respect of Incremental Term Loans at such time and (b) thereafter, the aggregate principal amount of the Incremental Term Loans of all Incremental Term Lenders outstanding at such time.
“Incremental Term Lender” means a Lender with an Incremental Term Commitment in respect of Incremental Term Loans or an outstanding Incremental Term Loan.
“Incremental Term Loan Maturity Date” has the meaning assigned to such term in Section 2.17(c)(ii).
“Incremental Term Loans” means any loans made pursuant to any Incremental Term Commitments.
“Incremental Term Note” means a promissory note made by the Borrower in favor of an Incremental Term Lender evidencing Incremental Term Loans made by such Incremental Term Lender, substantially in the form of Exhibit K.
23
“Indebtedness” means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:
(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;
(b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial), bankers’ acceptances, bank guaranties, surety bonds and similar instruments;
(c) net obligations of such Person under any Swap Contract;
(d) all obligations (including, without limitation, earnout obligations) of such Person to pay the deferred purchase price of property or services (other than trade accounts payable and similar accrued obligations incurred in the ordinary course of business and not past due for more than 120 days after the date on which such trade account or similar accrued obligation was created) which would appear as liabilities on a balance sheet of such Person;
(e) indebtedness of others (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse, valued at the lesser of the fair market value of such property (as determined by such Person in good faith) and the amount of such indebtedness of such other person;
(f) all Attributable Indebtedness in respect of Capitalized Leases and Synthetic Lease Obligations of such Person and all Synthetic Debt of such Person;
(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any Equity Interest in such Person or any other Person or any warrant, right or option to acquire such Equity Interest, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and
(h) all Guarantees of such Person in respect of any of the foregoing.
For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or is generally liable for such joint venture, unless such Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date.
“Indemnified Taxes” means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document and (b) to the extent not otherwise described in clause (a), Other Taxes.
“Indemnitee” has the meaning specified in Section 11.04(b).
“Information” has the meaning specified in Section 11.07(a).
“Intellectual Property” has the meaning set forth in the Collateral Documents.
“Intercompany Debt” has the meaning specified in Section 7.02(d).
24
“Interest Payment Date” means, (a) as to any SOFR Loan, the last day of each Interest Period applicable to such Loan and the Maturity Date of the Facility under which such Loan was made; provided, however, that if any Interest Period for a SOFR Loan exceeds three (3) months, the respective dates that fall every three (3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan or Swingline Loan, the last Business Day of each March, June, September and December and the Maturity Date of the Facility under which such Loan was made (with Swingline Loans being deemed made under the Revolving Facility for purposes of this definition).
“Interest Period” means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed or converted to or continued as a SOFR Loan and ending on the date one (1), three (3) or six (6) months (or, to the extent agreed by all relevant affected Lenders, any other Interest Period other than one, three or six months in duration), thereafter (in each case, subject to availability), as selected by the Borrower in its Loan Notice,; provided that:
(a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day;
(b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and
(c) no Interest Period shall extend beyond the Maturity Date of the Facility under which such Loan was made.
“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of Equity Interests of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or interest in, another Person (including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor guaranties Indebtedness of such other Person), or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person which constitute all or substantially all of the assets of such Person or of a division, line of business or other business unit of such Person. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment.
“Involuntary Disposition” means any loss of, damage to or destruction of, or any condemnation or other taking for public use of, any property of any Loan Party or any Restricted Subsidiary.
“IRS” means the United States Internal Revenue Service.
“ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time by the International Swaps and Derivatives Association, Inc. or such successor thereto.
“ISP” means the International Standby Practices, International Chamber of Commerce Publication No. 590 (or such later version thereof as may be in effect at the applicable time).
“Issuer Documents” means with respect to any Letter of Credit, the Letter of Credit Application, and any other document, agreement and instrument entered into by any L/C Issuer and the Borrower (or any Restricted Subsidiary) or in favor of such L/C Issuer and relating to such Letter of Credit.
25
“Joinder Agreement” means a joinder agreement substantially in the form of Exhibit D executed and delivered in accordance with the provisions of Sections 6.12 and 6.20.
“Laws” means, collectively, all international, foreign, federal, state, provincial, territorial and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law.
“L/C Advance” means, with respect to each Revolving Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Revolving Percentage.
“L/C Borrowing” means an extension of credit resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Revolving Borrowing.
“L/C Commitment” means, with respect to each L/C Issuer, the commitment of the L/C Issuer to issue Letters of Credit hereunder. The initial amount of each L/C Issuer’s Letter of Credit Commitment is set forth on Schedule 2.03, or if an L/C Issuer has entered into an Assignment and Assumption or has otherwise assumed an L/C Commitment after the Closing Date, the amount set forth for such L/C Issuer as its L/C Commitment in the Register maintained by the Administrative Agent. The Letter of Credit Commitment of an L/C Issuer may be modified from time to time by agreement between such L/C Issuer and the Borrower, and notified to the Administrative Agent.
“L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof.
“L/C Disbursement” means any payment made by the L/C Issuer pursuant to a Letter of Credit.
“L/C Issuer” means with respect to a particular Letter of Credit, (a) each L/C Issuer in its capacity as issuer of such Letter of Credit, or any successor issuer thereof, (b) such other Lender selected by the Borrower pursuant to Section 2.03(s) from time to time to issue such Letter of Credit (provided that no Lender shall be required to become an L/C Issuer pursuant to this clause (b) without such Lender’s consent), or any successor issuer thereof or (c) any Lender selected by the Borrower (with the prior consent of the Administrative Agent) to replace a Lender who is a Defaulting Lender at the time of such Lender’s appointment as an L/C Issuer (provided that no Lender shall be required to become an L/C Issuer pursuant to this clause (c) without such Lender’s consent), or any successor issuer thereof.
“L/C Obligations” means, as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts (including all L/C Borrowings). For purposes of computing the amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn.
“LCA Election” means the Borrower’s election to treat a specified investment as a Limited Condition Acquisition.
“Lender” means each of the Persons identified as a “Lender” on the signature pages hereto, each other Person that becomes a “Lender” in accordance with this Agreement and, their successors and permitted assigns and, unless the context requires otherwise, includes the Swingline Lender.
26
“Lending Office” means, as to the Administrative Agent, any L/C Issuer or any Lender, the office or offices of such Person described as such in such Person’s Administrative Questionnaire, or such other office or offices as such Person may from time to time notify the Borrower and the Administrative Agent; which office may include any Affiliate of such Person or any domestic or foreign branch of such Person or such Affiliate.
“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.
“Letter of Credit Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the form from time to time in use by the applicable L/C Issuer.
“Letter of Credit Expiration Date” means the day that is seven (7) days prior to the Maturity Date then in effect for the Revolving Facility (or, if such day is not a Business Day, the next preceding Business Day).
“Letter of Credit Fee” has the meaning specified in Section 2.03(l).
“Letter of Credit Report” means a certificate substantially the form of Exhibit O or any other form approved by the Administrative Agent.
“Letter of Credit Sublimit” means, as of any date of determination, an amount equal to the lesser of (a) $15,000,000 and (b) the Revolving Facility; provided that each L/C Issuer’s Letter of Credit Sublimit shall not exceed its L/C Commitment. The Letter of Credit Sublimit is part of, and not in addition to, the Revolving Facility.
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), hypothec, charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way or other encumbrance on title to real property and any financing lease having substantially the same economic effect as any of the foregoing).
“Limited Condition Acquisition” means any Acquisition by the Borrower or its Restricted Subsidiaries or similar Investment by the Borrower or its Restricted Subsidiaries permitted pursuant to the Loan Documents whose consummation is not conditioned on the availability of, or on obtaining, third party financing.
“Limited Condition Acquisition Agreement” means the definitive acquisition agreement for a Limited Condition Acquisition.
“Loan” means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, an Incremental Term Loan, a Revolving Loan or a Swingline Loan.
“Loan Documents” means, collectively, (a) this Agreement, (b) the Notes, (c) any Guaranty, (d) the Collateral Documents, (e) the Fee Letters, (f) each Issuer Document, (g) each Joinder Agreement, (h) any agreement creating or perfecting rights in Cash Collateral pursuant to the provisions of Section 2.14, (i) each Incremental Agreement, (j) the First Amendment, (k) the Second Amendment and (l) all other certificates, agreements, documents and instruments executed and delivered, in each case, by any Loan Party pursuant to the foregoing (but specifically excluding any Secured Hedge Agreement or any Secured Cash Management Agreement) and any amendments, modifications or supplements thereto or to any other Loan Document or waivers hereof or to any other Loan Document; provided, however, that for purposes of Section 11.01, “Loan Documents” shall mean this Agreement and the Collateral Documents.
27
“Loan Notice” means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of SOFR Loans, pursuant to Section 2.02(a), which shall be substantially in the form of Exhibit E or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
“Loan Parties” means, collectively, the Borrower and each Guarantor.
“Maintenance Capital Expenditures” means, for any period, 75% of the aggregate amount of all non-financed cash Capital Expenditures made during such period.
“Master Agreement” has the meaning set forth in the definition of “Swap Contract.”
“Material Acquisition” has the meaning specified in clause (d) of the definition of “Permitted Acquisition”.
“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or financial condition of the Loan Parties, taken as a whole; or (b) a material adverse effect on (i) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is a party or (ii) the legality, validity, binding effect or enforceability against the Borrower or any Guarantor of any Loan Document to which it is a party or (iii) the material rights and remedies available to, or conferred upon, the Administrative Agent or any Lender under any Loan Documents.
“Material Intellectual Property” shall mean Intellectual Property that, collectively, is material to the business of the Borrower and its Restricted Subsidiaries.
“Material Real Property” means any fee-owned real property located in the United States that is owned by any Loan Party with a fair market value in excess of $500,000 (at the Closing Date or, with respect to fee-owned real property located in the United States acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith).
“Maturity Date” means (a) with respect to the Revolving Facility, the later of (i) February 3, 2026 and (ii) if maturity is extended pursuant to Section 2.16, such extended maturity date as determined pursuant to such Section 2.16, (b) with respect to the Term Facility, the later of (i) February 3, 2026 and (ii) if maturity is extended pursuant to Section 2.16, such extended maturity date as determined pursuant to such Section 2.16, and (c) with respect to any Incremental Term Facility, the maturity date set forth in the Incremental Agreement for such Incremental Term Facility; provided, however, that, in each case, if such date is not a Business Day, the Maturity Date shall be the next preceding Business Day.
“Measurement Period” means a period of four (4) consecutive fiscal quarters, which, at any date of determination unless otherwise specified herein, shall be the most recently completed four (4) fiscal quarters of the Borrower.
“Minimum Collateral Amount” means, at any time, with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 103% of the Outstanding Amount of all L/C Obligations with respect to Letters of Credit issued and outstanding at such time.
“Moody’s” means Moody’s Investors Service, Inc. and any successor thereto.
“Mortgage” or “Mortgages” means, individually and collectively, as the context requires, each of the fee mortgages, deeds of trust, deeds and other similar security documents executed by a Loan Party that purport to grant a Lien to the Administrative Agent (or a trustee for the benefit of the Administrative Agent)
28
for the benefit of the Secured Parties in any Mortgaged Properties, in form and substance reasonably satisfactory to the Administrative Agent.
“Mortgaged Property” means Material Real Property of a Loan Party listed on Schedule 5.21(g)(i) and, thereafter, shall include each other Material Real Property with respect to which a Mortgage is granted pursuant to Section 6.13(b).
“Mortgaged Property Support Documents” means, with respect to any real property subject to a Mortgage, the deliveries and documents described on Schedule 1.01(e) attached hereto.
“Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which a Loan Party or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding five (5) plan years, has made or been obligated to make contributions.
“Multiple Employer Plan” means a Pension Plan which has two or more contributing sponsors (including a Loan Party or any ERISA Affiliate) at least two of whom are not under common control, as such a plan is described in Section 4064 of ERISA.
“Net Cash Proceeds” means the aggregate cash or Cash Equivalents proceeds received by any Loan Party or any Restricted Subsidiary in respect of any Disposition, Debt Issuance or Involuntary Disposition, net of (a) direct costs incurred in connection therewith (including, without limitation, legal, accounting and investment banking fees and sales commissions), (b) taxes paid or payable as a result thereof and (c) in the case of any Disposition or any Involuntary Disposition, the amount held in escrow as necessary to retire any Indebtedness secured by a Permitted Lien (ranking senior to any Lien of the Administrative Agent) on the related property; it being understood that “Net Cash Proceeds” shall include, without limitation, any cash or Cash Equivalents received upon the sale or other disposition of any non-cash consideration received by any Loan Party or any Restricted Subsidiary in any Disposition, Debt Issuance or Involuntary Disposition.
“Non-Consenting Lender” means any Lender that does not approve any consent, waiver or amendment that (a) requires the approval of all Lenders or all affected Lenders, or all Lenders or all affected Lenders in a Facility, in accordance with the terms of Section 11.01 and (b) has been approved by the Required Lenders.
“Non-Defaulting Lender” means, at any time, each Lender that is not a Defaulting Lender at such time.
“Non-Extending Lender” has the meaning specified in Section 2.16(c).
“Note” means a Term Note, an Incremental Term Note or a Revolving Note, as the context may require.
“Notice of Additional L/C Issuer” means a certificate substantially the form of Exhibit P or any other form approved by the Administrative Agent.
“Notice of Loan Prepayment” means a notice of prepayment with respect to a Loan, which shall be substantially in the form of Exhibit N or such other form as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer.
“NPL” means the National Priorities List under CERCLA.
“Obligations” means (a) all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document with respect to any Loan, or Letter of Credit and (b) all
29
costs and expenses incurred in connection with enforcement and collection of the foregoing to the extent payable by the Loan Parties in accordance with the Loan Documents, including the fees, charges and disbursements of counsel, in each case whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest, expenses and fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof pursuant to any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest, expenses and fees are allowed claims in such proceeding; provided that, without limiting the foregoing, the Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor.
“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.
“Organization Documents” means, (a) with respect to any corporation, the charter or certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating agreement or limited liability company agreement; (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction) and (d) with respect to all entities, any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization (or equivalent or comparable documents with respect to any non-U.S. jurisdiction).
“Other Connection Taxes” means, with respect to any Recipient, Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising solely from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document, or sold or assigned an interest in any Loan or Loan Document).
“Other Taxes” means all present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to Section 3.06).
“Outstanding Amount” means (a) with respect to Term Loans, Incremental Term Loans, Revolving Loans and Swingline Loans on any date, the aggregate outstanding principal amount thereof after giving effect to any Borrowings and prepayments or repayments of Term Loans, Incremental Term Loans, Revolving Loans and Swingline Loans, as the case may be, occurring on such date; and (b) with respect to any L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such date, including as a result of any reimbursements by the Borrower of Unreimbursed Amounts.
“Participant” has the meaning specified in Section 11.06(d).
“Participant Register” has the meaning specified in Section 11.06(d).
“PBGC” means the Pension Benefit Guaranty Corporation.
30
“Pension Funding Rules” means the rules of the Code and ERISA regarding minimum funding standards with respect to Pension Plans and set forth in Sections 412, 430 and 436 of the Code and Sections 302 and 303 of ERISA.
“Pension Plan” means any employee pension benefit plan (including a Multiple Employer Plan, but excluding a Multiemployer Plan) that is maintained or is contributed to by a Loan Party and any ERISA Affiliate or with respect to which a Loan Party or any ERISA Affiliate has any liability and is either covered by Title IV of ERISA or is subject to Section 412 or Section 430 of the Code.
“Periodic Term SOFR Determination Day” has the meaning specified in the definition of “Term SOFR”.
“Permitted Acquisition” means an Acquisition by a Loan Party (the Person or division, line of business or other business unit of the Person to be acquired in such Acquisition shall be referred to herein as the “Target”), in each case that is a type of business (or assets used in a type of business) permitted to be engaged in by the Borrower and its Subsidiaries pursuant to the terms of this Agreement, in each case so long as:
(a) no Default shall then exist or would exist after giving effect thereto; provided that, if such Acquisition is a Limited Condition Acquisition and the Borrower has made an LCA Election, no Event of Default only under Section 8.01(a), (f) or (g) shall have occurred and be continuing at the time of the consummation of the Limited Condition Acquisition;
(b) after giving effect to the Acquisition on a pro forma basis, the Loan Parties are in compliance with a Consolidated Net Leverage Ratio equal to or less than (i) 3.00 to 1.00 or (ii) during an Elevated Covenant Period, 3.50 to 1.00, in each case, as of the end of the most recent Measurement Period for which financial statements are required to have been delivered to the Administrative Agent pursuant to Section 6.01;
(c) the Borrower shall comply, and cause the Target to comply, with the terms of Section 6.13 and Section 6.12, to the extent applicable;
(d) the Administrative Agent and the Lenders shall have received not less than five (5) days prior to the consummation of any such Acquisition with an aggregate Cost of Acquisition (excluding any earnouts, holdbacks or other contingent obligations) paid by the Loan Parties and their Restricted Subsidiaries is in excess of $20,000,000 (each such Acquisition, a “Material Acquisition”), (i) (A) audited financial statements or management-prepared financial statements of the Target for its most recent fiscal year and for any fiscal quarters ended within the fiscal year to date, in each case to the extent available, or, only if the financial statements referenced in the prior clause (A) are not available, (B) a quality of earnings report or an independent verification of the Target’s financial performance, in form reasonably satisfactory to the Administrative Agent, (ii) Consolidated projected income statements of the Borrower and its Restricted Subsidiaries for the following twelve (12) month period (giving effect to such Acquisition), and (iii) not less than five (5) days (or such other period of time as may be agreed to by the Administrative Agent) prior to the consummation of any Permitted Acquisition, a Permitted Acquisition Certificate, executed by a Responsible Officer of the Borrower certifying that such Permitted Acquisition complies with the requirements of this Agreement;
(e) such Acquisition shall not be a “hostile” Acquisition and shall have been approved by the board of directors (or equivalent) and/or shareholders (or equivalent) of the applicable Loan Party and the Target;
31
(f) the Cost of Acquisition paid by the Loan Parties and their Restricted Subsidiaries with respect to the Acquisition of any Target that is not required to (i) become a Guarantor pursuant to Section 6.12 or (ii) to give security pursuant to Section 6.13 shall not, for all such Acquisitions made during any fiscal year, in the aggregate, exceed $2,500,000; and
(g) the aggregate Cost of Acquisitions paid by the Loan Parties and their Restricted Subsidiaries with respect to all Acquisitions in any fiscal year shall not exceed $50,000,000.
“Permitted Acquisition Certificate” means a certificate substantially the form of Exhibit F or any other form approved by the Administrative Agent.
“Permitted Liens” has the meaning set forth in Section 7.01.
“Permitted Tax Distributions” means:
(a) for any taxable period in which the Borrower and/or any of its Subsidiaries is a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), distributions by Borrower to such direct or indirect parent of Borrower to pay federal, foreign, state and local income Taxes of such Tax Group that are attributable to the taxable income of the Borrower and/or its Subsidiaries; provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and the Subsidiaries would have been required to pay as a stand-alone Tax Group, reduced by any portion of such income Taxes directly paid by the Borrower or any of its Subsidiaries; or
(b) with respect to any taxable year (or portion thereof) with respect to which the Borrower is a pass-through entity for U.S. federal, state and/or local income tax purposes, distributions to the Borrower’s direct owner(s) (and, if any such direct owner is a pass-through entity for U.S. federal income tax purposes, such direct owner may make distributions to its members (or, in the case of any member that is a pass-through entity for U.S. federal income tax purposes, to its beneficial owners)) in an aggregate amount equal to the product of (i) the net taxable income of the Borrower for such taxable year (or portion thereof), reduced by any cumulative net taxable loss with respect to all prior taxable years (or portions thereof) beginning after the date hereof (determined as if all such periods were one period) to the extent such cumulative net taxable loss is of a character (ordinary or capital) that would permit such loss to be deducted against the income of the taxable year in question (or portion thereof) and (ii) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account, to the extent applicable, the deductibility of state and local income taxes for U.S. federal income tax purposes, the deduction for qualified business income under Section 199A of the Code, and the character of the taxable income in question (i.e., long term capital gain, qualified dividend income, etc.)) applicable to any direct owner(s) (or, if a direct owner is a pass-through entity, indirect owner(s)) of the Borrower for the taxable year in question (or portion thereof).
“Permitted Transfers” means (a) Dispositions of inventory in the ordinary course of business; (b) Dispositions of property to the Borrower or any Restricted Subsidiary; provided, that if the transferor of such property is a Loan Party then the transferee thereof must be a Loan Party; (c) Dispositions of accounts receivable in connection with the collection or compromise thereof; (d) licenses, sublicenses, leases or subleases granted to others not interfering in any material respect with the business of the Borrower and its Restricted Subsidiaries; (e) the sale or disposition of Cash Equivalents for fair market value, (f) Involuntary Dispositions of property or assets to the extent Net Cash Proceeds therefrom are reinvested or used to make mandatory prepayments pursuant to Section 2.05(b)); and (g) Dispositions of machinery, parts and equipment no longer used or useful in the conduct of the business of the Loan Parties or any of their Subsidiaries.
32
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Plan” means any employee benefit plan within the meaning of Section 3(3) of ERISA (including a Pension Plan), maintained for employees of a Loan Party or any ERISA Affiliate or any such Plan to which a Loan Party or any ERISA Affiliate is required to contribute on behalf of any of its employees.
“Platform” has the meaning specified in Section 6.02(p).
“Pledged Equity” has the meaning specified in the Collateral Documents.
“PPP Loan” means the Payment Protection Program (PPP) loan from Radius Bank to the Borrower dated April 20, 2020 in the initial principal amount of $10,000,000.
“Pre-Adjustment Successor Rate” has the meaning specified in Section 3.03(c).
“PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.
“Public Market” shall exist if (a) a Public Offering has been consummated and (b) any Equity Interests of Holdings or any direct or indirect parent company of Holdings have been distributed by means of an effective registration statement under the Securities Act of 1933.
“Public Offering” means a public offering of the Equity Interests of Holdings or any direct or indirect parent company of Holdings pursuant to an effective registration statement under the Securities Act of 1933.
“Qualified ECP Guarantor” means, at any time, each Loan Party with total assets exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under the Commodity Exchange Act and can cause another Person to qualify as an “eligible contract participant” at such time under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.
“Qualifying Control Agreement” means an agreement, among a Loan Party, a depository institution or securities intermediary and the Administrative Agent, which agreement is in form and substance reasonably acceptable to the Administrative Agent and which provides the Administrative Agent with “control” (as such term is used in Article 9 of the UCC or the PPSA) or dominion over the deposit account(s) or securities account(s) described therein.
“Recipient” means the Administrative Agent, any Lender, any L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder.
“Refinancing Indebtedness” means, with respect to any Indebtedness, refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related terms (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest
33
rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate.
“Register” has the meaning specified in Section 11.06(c).
“Regulation U” means Regulation U of the FRB, as in effect from time to time and all official rulings and interpretations thereunder or thereof.
“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees, administrators, managers, advisors, consultants, service providers and representatives of such Person and of such Person’s Affiliates.
“Release” means any release, spill, emission, discharge, deposit, disposal, leaking, pumping, pouring, dumping, emptying, injection or leaching into the Environment, or into, from or through any building, structure or facility.
“Relevant Governmental Body” means the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.
“Reportable Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived.
“Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Term Loans, Incremental Term Loans or Revolving Loans, a Loan Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit Application, and (c) with respect to a Swingline Loan, a Swingline Loan Notice.
“Required Class Lenders” means, at any time with respect to any Class of Loans or Commitments, Lenders having Total Credit Exposures with respect to such Class representing more than 50% of the Total Credit Exposures of all Lenders of such Class. The Total Credit Exposure of any Defaulting Lender with respect to such Class shall be disregarded in determining Required Class Lenders at any time.
“Required Incremental Term Lenders” means, at any time, Incremental Term Lenders having Total Incremental Term Credit Exposures representing more than 50% of the Total Incremental Term Credit Exposures of all Incremental Term Lenders. The Total Incremental Term Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Incremental Term Lenders at any time.
“Required Lenders” means, at any time, Lenders having Total Credit Exposures representing more than 50% of the Total Credit Exposures of all Lenders. The Total Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Lenders at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Lender that is the Swingline Lender or the applicable L/C Issuer, as the case may be, in making such determination.
“Required Revolving Lenders” means, at any time, Revolving Lenders having Total Revolving Exposures representing more than 50% of the Total Revolving Exposures of all Revolving Lenders. The Total Revolving Exposure of any Defaulting Lender shall be disregarded in determining Required Revolving Lenders at any time; provided that, the amount of any participation in any Swingline Loan and Unreimbursed Amounts that such Defaulting Lender has failed to fund that have not been reallocated to and funded by another Lender shall be deemed to be held by the Revolving Lender that is the Swingline Lender or the applicable L/C Issuer, as the case may be, in making such determination.
34
“Required Term Lenders” means, at any time, Term Lenders having Total Term Credit Exposures representing more than 50% of the Total Term Credit Exposures of all Term Lenders. The Total Term Credit Exposure of any Defaulting Lender shall be disregarded in determining Required Term Lenders at any time.
“Resignation Effective Date” has the meaning set forth in Section 9.06(a).
“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.
“Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer or controller of a Loan Party, solely for purposes of the delivery of incumbency certificates pursuant to Section 4.01(b), the secretary or any assistant secretary of a Loan Party and, solely for purposes of notices given pursuant to Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to the Administrative Agent or any other officer or employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. To the extent reasonably requested by the Administrative Agent, each Responsible Officer will provide an incumbency certificate and to the extent reasonably requested by the Administrative Agent, appropriate authorization documentation, in form and substance satisfactory to the Administrative Agent.
“Restricted Obligations” has the meaning specified in Section 10.12(a).
“Restricted Payment” means (a) any dividend or other distribution (including without limitation Permitted Tax Distributions), direct or indirect, on account of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Restricted Subsidiaries, now or hereafter outstanding, (b) any redemption, retirement, sinking fund or similar payment, purchase, exchange or other acquisition for value, direct or indirect, of any shares (or equivalent) of any class of Equity Interests of the Borrower or any of its Restricted Subsidiaries, now or hereafter outstanding, and (c) any payment made to retire, or to obtain the surrender of, any outstanding warrants, options or other rights to acquire shares of any class of Equity Interests of any Loan Party or any of its Restricted Subsidiaries, now or hereafter outstanding. The term “Restricted Payment” shall not include any such payments made directly with the proceeds of any Equity Interest (other than Disqualified Stock) contributions made to Holdings to the extent such payments are made within 90 days of receipt of such proceeds.
“Restricted Subsidiary” means a Subsidiary of the Borrower that is not an Unrestricted Subsidiary; provided that each Subsidiary of the Borrower that is a Guarantor shall constitute a Restricted Subsidiary at all times.
“Revolving Borrowing” means a borrowing consisting of simultaneous Revolving Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by each of the Revolving Lenders pursuant to Section 2.01(b).
“Revolving Commitment” means, as to each Revolving Lender, its obligation to (a) make Revolving Loans to the Borrower pursuant to Section 2.01(b), (b) purchase participations in L/C Obligations, and (c) purchase participations in Swingline Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Lender’s name on Schedule 1.01(b) under the caption “Revolving Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto or in any Incremental Agreement, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement; it being understood that a Lender’s
35
Revolving Commitment shall include any Incremental Revolving Commitments and Extended Revolving Commitments of such Lender. The Revolving Commitment of all of the Revolving Lenders on the Closing Date was $111,250,000. The Revolving Commitment of all of the Revolving Lenders as of the Second Amendment Effective Date was $136,250,000.
“Revolving Exposure” means, as to any Lender at any time, the aggregate principal amount at such time of its outstanding Revolving Loans and such Lender’s participation in L/C Obligations and Swingline Loans at such time.
“Revolving Facility” means, at any time, the aggregate amount of the Revolving Lenders’ Revolving Commitments at such time.
“Revolving Lender” means, at any time, (a) so long as any Revolving Commitment is in effect, any Lender that has a Revolving Commitment at such time or (b) if the Revolving Commitments have terminated or expired, any Lender that has a Revolving Loan or a participation in L/C Obligations or Swingline Loans at such time.
“Revolving Loan” has the meaning specified in Section 2.01(b).
“Revolving Note” means a promissory note made by the Borrower in favor of a Revolving Lender evidencing Revolving Loans or Swingline Loans, as the case may be, made by such Revolving Lender, substantially in the form of Exhibit G.
“S&P” means Standard & Poor’s Financial Services LLC, a subsidiary of S&P Global Inc., and any successor thereto.
“Sale and Leaseback Transaction” means, with respect to any Loan Party or any Restricted Subsidiary, any arrangement, directly or indirectly, with any Person whereby such Loan Party or such Restricted Subsidiary shall sell or transfer any property used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred.
“Sanction(s)” means any sanctions administered or enforced by the United States Government (including, without limitation, OFAC) or any other relevant sanctions authority.
“SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its principal functions.
“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of March 22, 2023, among the Borrower, Holdings, the other Guarantors party thereto, the 2023 Incremental Revolving Lender (as defined therein), the other Lenders party thereto and the Administrative Agent.
“Second Amendment Effective Date” has the meaning assigned to such term in Section 3 of the Second Amendment.
“Secured Cash Management Agreement” means any Cash Management Agreement between any Loan Party and any of its Restricted Subsidiaries and any Cash Management Bank.
“Secured Hedge Agreement” means any interest rate, currency, foreign exchange, or commodity Swap Contract required by or not prohibited under Article VI or VII between any Loan Party and any of its Restricted Subsidiaries and any Hedge Bank.
“Secured Obligations” means all Obligations and all Additional Secured Obligations.
36
“Secured Parties” means, collectively, the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks, the Cash Management Banks, the Indemnitees and each co-agent or sub-agent appointed by the Administrative Agent from time to time pursuant to Section 9.05.
“Secured Party Designation Notice” means a notice from any Lender or an Affiliate of a Lender substantially in the form of Exhibit H.
“Securities Act” means the Securities Act of 1933, including all amendments thereto and regulations promulgated thereunder.
“Security Agreement” means the security and pledge agreement, dated as of the Closing Date, executed in favor of the Administrative Agent by each of the Loan Parties.
“SEMS” means the Superfund Enterprise Management System maintained by the U.S. Environmental Protection Agency.
“Shareholders’ Equity” means, as of any date of determination, consolidated shareholders’ equity of the Borrower and its Subsidiaries as of such date, determined in accordance with GAAP.
“SOFR” means a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
“SOFR Borrowing” means, as to any Borrowing of Revolving Loans, the SOFR Loans comprising such Borrowing.
“SOFR Loan” means a Revolving Loan that bears interest at a rate based on the Adjusted Term SOFR, other than pursuant to clause (c) of the definition of “Base Rate”.
“Solvency Certificate” means a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent.
“Solvent” and “Solvency” mean, with respect to any Person on any date of determination, that on such date (a) the fair value of the property of such Person is greater than the total amount of liabilities, including contingent liabilities, of such Person, (b) the present fair saleable value of the assets of such Person is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not have debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature, (d) such Person is not engaged in business or a transaction for which such Person’s property would constitute an unreasonably small capital, and (e) such Person is able to pay its debts and liabilities, contingent obligations and other commitments as they mature in the ordinary course of business. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability.
“Specified Loan Party” means any Loan Party that is not then an “eligible contract participant” under the Commodity Exchange Act (determined prior to giving effect to Section 10.11).
“Specified Representations” means the representations and warranties of Borrower and each other Loan Party contained in Sections 5.01(a) (with respect to organizational existence only), 5.01(b) (with respect to requisite power and authority only), 5.02(a), 5.02(c), 5.04, 5.13, 5.16, 5.18 and 5.21(a).
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of Voting Stock is at the time beneficially owned,
37
or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.
“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement used to document transactions of the type described in clause (a) (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.
“Swap Obligations” means with respect to any Guarantor any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of Section 1a(47) of the Commodity Exchange Act.
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender).
“Swingline Borrowing” means a borrowing of a Swingline Loan pursuant to Section 2.04.
“Swingline Commitment” means, as to any Lender (a) the amount set forth opposite such Lender’s name on Schedule 2.01 hereof or (b) if such Lender has entered into an Assignment and Assumption or has otherwise assumed a Swingline Commitment after the Closing Date, the amount set forth for such Lender as its Swingline Commitment in the Register maintained by the Administrative Agent pursuant to Section 11.06(c).
“Swingline Lender” means Bank of America in its capacity as provider of Swingline Loans, or any successor swingline lender hereunder.
“Swingline Loan” has the meaning specified in Section 2.04(a).
“Swingline Loan Notice” means a notice of a Swingline Borrowing pursuant to Section 2.04(b), which shall be substantially in the form of Exhibit I or such other form as approved by the Administrative Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer of the Borrower.
“Swingline Sublimit” means an amount equal to the lesser of (a) $15,000,000 and (b) the Revolving Facility. The Swingline Sublimit is part of, and not in addition to, the Revolving Facility.
38
“Synthetic Debt” means, with respect to any Person as of any date of determination thereof, all obligations of such Person in respect of transactions entered into by such Person that are intended to function primarily as a borrowing of funds but are not otherwise included in the definition of “Indebtedness” or as a liability on the Consolidated balance sheet of such Person and its Subsidiaries in accordance with GAAP.
“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property (including Sale and Leaseback Transactions), in each case, creating obligations that do not appear on the balance sheet of such Person but which, upon the application of any Debtor Relief Laws to such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
“Target” has the meaning set forth in the definition of “Permitted Acquisition.”
“Tax Group” has the meaning set forth in the definition of “Permitted Tax Distributions”.
“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, or other charges in the nature of a tax imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term Borrowing” means a borrowing consisting of simultaneous Term Loans or Incremental Term Loans of the same Type and, in the case of SOFR Loans, having the same Interest Period made by each of the Term Lenders or Incremental Term Lenders, as applicable, pursuant to Article II.
“Term Commitment” means, as to each Term Lender, its obligation to make Term Loans to the Borrower pursuant to Section 2.01(a) in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such Term Lender’s name on Schedule 1.01(b) under the caption “Term Commitment” or opposite such caption in the Assignment and Assumption pursuant to which such Term Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement. The Term Commitment of all of the Term Lenders on the Closing Date shall be $111,250,000.
“Term Facility” means, at any time, (a) on or prior to the Closing Date, the aggregate amount of the Term Commitments at such time and (b) thereafter, the aggregate principal amount of the Term Loans of all Term Lenders outstanding at such time.
“Term Lender” means (a) at any time on or prior to the Closing Date, any Lender that has a Term Commitment at such time and (b) at any time after the Closing Date, any Lender that holds Term Loans at such time.
“Term Loan” means an advance made by any Term Lender under the Term Facility.
“Term Note” means a promissory note made by the Borrower in favor of a Term Lender evidencing Term Loans made by such Term Lender, substantially in the form of Exhibit J.
“Term SOFR” means,
(a) for any calculation with respect to a SOFR Loan, the Term SOFR Reference Rate for a tenor comparable to the applicable Interest Period on the day (such day, the “Periodic Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to the first day of such Interest Period, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR
39
Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day, and
(b) for any calculation with respect to a Base Rate Loan on any day, the Term SOFR Reference Rate for a tenor of one month on the day (such day, the “Base Rate Term SOFR Determination Day”) that is two (2) U.S. Government Securities Business Days prior to such day, as such rate is published by the Term SOFR Administrator; provided, however, that if as of 5:00 p.m. (New York City time) on any Base Rate Term SOFR Determination Day the Term SOFR Reference Rate for the applicable tenor has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for such tenor as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for such tenor was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Base Rate SOFR Determination Day.
“Term SOFR Adjustment” means, for any calculation with respect to a Loan that is a SOFR Loan, a percentage per annum equal to 0.10%.
“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Administrative Agent in its reasonable discretion).
“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR.
“Threshold Amount” means $10,000,000.
“Total Credit Exposure” means, as to any Lender at any time, the unused Commitments, Revolving Exposure and Outstanding Amount of all Term Loans and Incremental Term Loans of such Lender at such time.
“Total Incremental Term Credit Exposure” means, as to any Incremental Term Lender at any time, the Outstanding Amount of all Incremental Term Loans of such Incremental Term Lender at such time.
“Total Revolving Exposure” means, as to any Revolving Lender at any time, the unused Commitments and Revolving Exposure of such Revolving Lender at such time.
“Total Revolving Outstandings” means the aggregate Outstanding Amount of all Revolving Loans, Swingline Loans and L/C Obligations.
“Total Term Credit Exposure” means, as to any Term Lender at any time, the Outstanding Amount of all Term Loans of such Term Lender at such time.
“Trade Date” has the meaning specified in Section 11.06(g)(i).
“Type” means, with respect to a Loan, its character as a Base Rate Loan or a SOFR Loan.
“UCC” means the Uniform Commercial Code as in effect in the State of New York; provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest in any
40
Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.
“UCP” means the Uniform Customs and Practice for Documentary Credits, International Chamber of Commerce Publication No. 600 (or such later version thereof as may be in effect at the applicable time).
“UK Financial Institution” means any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
“UK Resolution Authority” means the Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.
“Unadjusted Benchmark Replacement” means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.
“United States” and “U.S.” mean the United States of America.
“Unreimbursed Amount” has the meaning specified in Section 2.03(f).
“Unrestricted Cash” means cash or Cash Equivalents of the Borrower or any of its Restricted Subsidiaries that would not appear as “restricted” on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries.
“Unrestricted Subsidiary” means any Subsidiary of the Borrower designated by the Borrower as an Unrestricted Subsidiary pursuant to Section 6.21; provided, that notwithstanding any designation of a Subsidiary of the Borrower as an Unrestricted Subsidiary and subject to Section 7.03, the aggregate amount of (1) the Consolidated EBITDA of all Unrestricted Subsidiaries2 and (2) the aggregate amount of the Consolidated EBITDA of all Immaterial Subsidiaries, shall not, at any time, exceed 7.5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries. The Borrower may designate any such Subsidiary of the Borrower or its Subsidiaries to be an Unrestricted Subsidiary unless such Restricted Subsidiary or any of its Subsidiaries owns any Equity Interests or Indebtedness of, or owns or holds any Lien on any property of, any Loan Party or any Restricted Subsidiary of any Loan Party (other than any Subsidiary of the Subsidiary to be so designated); provided that (i) each of (A) the subsidiary to be so designated and (B) its Subsidiaries has not at the time of designation, and does not thereafter, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of any Loan Party or any Restricted Subsidiary and (ii) for the avoidance of doubt, the Borrower may not designate any Loan Party as an Unrestricted Subsidiary. As of the Closing Date, there are no Unrestricted Subsidiaries.
2 Which, solely for the purposes of this clause (y)(1), Consolidated EBITDA of Unrestricted Subsidiaries shall be calculated in the same manner as Consolidated EBITDA of the Borrower and its Restricted Subsidiaries.
“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
“U.S. Person” means any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.
41
“U.S. Tax Compliance Certificate” has the meaning specified in Section 3.01(f)(ii)(B)(3).
“Voting Stock” means, with respect to any Person, Equity Interests issued by such Person the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even though the right to so vote has been suspended by the happening of such contingency.
“Withholding Agent” means the Borrower and the Administrative Agent.
“Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.
1.02 Other Interpretive Provisions.
With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument or other document (including the Loan Documents and any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended, amended and restated, modified, extended, restated, replaced or supplemented from time to time (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereto,” “herein,” “hereof” and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Preliminary Statements, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Preliminary Statements, Exhibits and Schedules to, the Loan Document in which such references appear, (v) any reference to any law shall include all statutory and regulatory rules, regulations, orders and provisions consolidating, amending, replacing or interpreting such law and any reference to any law, rule or regulation shall, unless otherwise specified, refer to such law, rule or regulation as amended, modified, extended, restated, replaced or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”
42
(c) Section headings herein and in the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document.
(d) Any reference herein to a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person or entity).
(e) Whenever any provision of any Loan Document refers to the knowledge, or analogous phrase, of a Loan Party, such words are intended to signify that a Responsible Officer of such Loan Party has actual knowledge or awareness of a particular fact or circumstance or has been provided notice by the Administrative Agent or any Lender of such particular fact or circumstance.
1.03 Accounting Terms.
(a) Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, (i) Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470–20 on financial liabilities shall be disregarded, (ii) all liability amounts shall be determined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all interest amounts shall be determined excluding any deemed interest comprising a portion of fixed rent payable under any operating lease, in each case to the extent that such liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would not have been accounted for as such under GAAP as in effect on December 31, 2015, and (iii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC Topic 825 “Financial Instruments” (or any other financial accounting standard having a similar result or effect) to value any Indebtedness of the Borrower or any Subsidiary at “fair value”, as defined therein. For purposes of determining the amount of any outstanding Indebtedness, no effect shall be given to (x) any election by the Borrower to measure an item of Indebtedness using fair value (as permitted by Financial Accounting Standards Board Accounting Standards Codification 825–10–25 (formerly known as FASB 159) or any similar accounting standard) or (y) any change in accounting for leases pursuant to GAAP resulting from the implementation of Financial Accounting Standards Board ASU No. 2016–02, Leases (Topic 842), to the extent such adoption or change would require recognition of a lease liability where such lease (or similar arrangement) would not have required a lease liability under GAAP as in effect
43
on December 31, 2015.
(b) Changes in GAAP/Accounting. If at any time any change in GAAP or any accounting change made by the Borrower that is permitted by GAAP and Section 7.12(d) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or accounting change permitted by GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to any such change and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or accounting change permitted by GAAP.
(c) Pro Forma Treatment. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) have been certified by a Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are required by the definition of “Consolidated EBITDA”.
1.04 Rounding.
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).
1.05 Times of Day.
Unless otherwise specified, all references herein to times of day shall be references to Eastern time (daylight or standard, as applicable).
1.06 Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.
1.07 UCC Terms.
Terms defined in the UCC in effect on the Closing Date and not otherwise defined herein shall, unless the context otherwise indicates, have the meanings provided by those definitions. Subject to the foregoing, the term “UCC” refers, as of any date of determination, to the UCC then in effect.
1.08 Rates.
The Administrative Agent does not warrant, nor accept responsibility, nor shall the Administrative Agent have any liability with respect to the administration, submission or any other matter related to the rates in the definition of “SOFR” or with respect to any rate that is a a component definition thereof or an alternative or replacement for or successor to any of such rates (including, without limitation, any
44
Benchmark Replacement) or the effect of any of the foregoing, or of any Conforming Changes.
Article II
COMMITMENTS AND CREDIT EXTENSIONS
45
46
47
48
49
50
51
Without limiting the foregoing, none of the Administrative Agent, the Lenders, any L/C Issuer, or any of their Related Parties shall have any liability or responsibility by reason of (A) any presentation that includes forged or fraudulent documents or that is otherwise affected by the fraudulent, bad faith, or illegal conduct of the beneficiary or other Person, (B) an L/C Issuer declining to take-up documents and make payment, (C) against documents that are fraudulent, forged, or for other reasons by which that it is entitled not to honor, (D) following a Borrower’s waiver of discrepancies with respect to such documents or request for honor of such documents or (E) an L/C Issuer retaining proceeds of a Letter of Credit based on an apparently applicable attachment order, blocking regulation, or third-party claim notified to such L/C Issuer.
52
53
54
55
56
57
58
59
Within the parameters of the applications set forth above, prepayments pursuant to this Section 2.05(b) shall be applied first to Base Rate Loans and then to SOFR Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.
60
Payment Dates |
Principal Repayment Installments |
March 31, 2021 |
$0.00 |
June 30, 2021 |
$0.00 |
September 30, 2021 |
$0.00 |
December 31, 2021 |
$0.00 |
March 31, 2022 |
$1,406,250.00 |
June 30, 2022 |
$1,406,250.00 |
September 30, 2022 |
$1,406,250.00 |
December 31, 2022 |
$1,406,250.00 |
March 31, 2023 |
$2,812,500.00 |
June 30, 2023 |
$2,812,500.00 |
September 30, 2023 |
$2,812,500.00 |
December 31, 2023 |
$2,812,500.00 |
March 31, 2024 |
$2,812,500.00 |
June 30, 2024 |
$2,812,500.00 |
September 30, 2024 |
$2,812,500.00 |
December 31, 2024 |
$2,812,500.00 |
March 31, 2025 |
$4,218,750.00 |
June 30, 2025 |
$4,218,750.00 |
September 30, 2025 |
$4,218,750.00 |
December 31, 2025 |
$4,218,750.00 |
61
provided, however, that (i) the final principal repayment installment of the Term Loans shall be repaid on the Maturity Date for the Term Facility and in any event shall be in an amount equal to the aggregate principal amount of all Term Loans outstanding on such date, (ii) if any principal repayment installment to be made by the Borrower (other than principal repayment installments on SOFR Loans) shall come due on a day other than a Business Day, such principal repayment installment shall be due on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be and (iii) if any principal repayment installment to be made by the Borrower on a SOFR Loan shall come due on a day other than a Business Day, such principal repayment installment shall be extended to the next succeeding Business Day unless the result of such extension would be to extend such principal repayment installment into another calendar month, in which event such principal repayment installment shall be due on the immediately preceding Business Day.
62
In addition to certain fees described in clauses (l), (m) and (o) of Section 2.03:
63
64
65
A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this clause (b) shall be conclusive, absent manifest error.
66
If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of (a) Obligations in respect of any of the Facilities due and payable to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities due and payable to all Lenders hereunder and under the other Loan Documents at such time obtained by all the Lenders at such time or (b) Obligations in respect of any of the Facilities owing (but not due and payable) to such Lender hereunder and under the other Loan Documents at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing (but not due and payable) to such Lender at such time to (ii) the aggregate amount of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time) of payments on account of the Obligations in respect of the Facilities owing (but not due and payable) to all Lenders hereunder and under the other Loan Documents at such time obtained by all of the Lenders at such time, then, in each case under clauses (a) and (b) above, the Lender receiving such greater proportion shall (A) notify the Administrative Agent of such fact, and (B) purchase (for cash at face value) participations in the Loans and sub-participations in L/C Obligations and Swingline Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of Obligations in respect of the Facilities then due and payable to the Lenders or owing (but not due and payable) to the Lenders, as the case may be, provided that:
Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under Applicable Law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of such participation.
67
68
69
70
71
72
73
provided further that, except as otherwise set forth herein or in the Incremental Agreement, or except to the extent such differing terms are applicable solely after the latest Maturity Date under any Facility (including any then outstanding Incremental Term Loans), all of the other terms and conditions applicable to such Incremental Term Loans shall be substantially consistent with the terms and conditions applicable to the existing Term Loans, and to the extent that the terms and provisions of Incremental Term Loans are not substantially consistent with the existing Term Loans (except to the extent permitted by clause (i), (ii) or (iii) above) they shall be reasonably satisfactory to the Administrative Agent, the Lenders providing such Incremental Term Loans and the Borrower.
74
provided that, if the proceeds of any Incremental Commitments are being used in whole or in part to fund a Limited Condition Acquisition and the Borrower has made an LCA Election, the foregoing conditions set forth in clauses (i), (ii) and (iii) above may be waived (or not required) by the lenders providing an Incremental Commitment, subject to the requirements that (A) there shall be a condition that no Event of Default exists on the date the applicable Limited Condition Acquisition Agreement is executed and effective,
75
(B) there shall be a condition that the tests set forth in clauses (i) and (iii) above are satisfied on the date the applicable Limited Condition Acquisition Agreement is executed and effective, (C) there shall be a condition that no Event of Default under Section 8.01(a), (f) or (g) shall have occurred and be continuing at the time of the consummation of the Limited Condition Acquisition and (D) unless otherwise agreed to by the Borrower in its sole discretion, the only representations and warranties in any Loan Document the making of which shall be a condition to the availability of such Incremental Commitment on the Incremental Effective Date shall be the Specified Representations, and the representations and warranties made by “Sellers” or “Target” in the applicable acquisition agreement that are (x) material to the Lenders and (y) pursuant to which any Loan Party or Restricted Subsidiary has the right to terminate its obligations thereunder as a result of a breach of such representations.
76
Article III
TAXES, YIELD PROTECTION AND ILLEGALITY
77
78
79
80
If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its Lending Office to make, maintain or fund or charge interest with respect to any Credit Extension, or to determine or charge interest rates based upon Adjusted Term SOFR, then, upon notice thereof by such Lender to the Borrower (through the Administrative Agent), (i) any obligation of such Lender to make or continue SOFR Loans or to convert Base Rate Loans to SOFR Loans shall be suspended, and (ii) if such notice asserts the illegality of such Lender making or maintaining Base Rate Loans the interest rate on which is determined by reference to the Adjusted Term SOFR component of the Base Rate, the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate, in each case until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such written notice, (A) the Borrower shall, upon receipt of a written demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all SOFR Loans of such Lender to Base Rate Loans (the interest rate on which Base Rate Loans of such Lender shall, if necessary to avoid such illegality, be determined by the Administrative Agent without reference to the Adjusted Term SOFR component of the Base Rate), either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such SOFR Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such SOFR Loans and (B) if such notice asserts the illegality of such Lender determining or charging interest rates based upon Adjusted Term SOFR, the Administrative Agent shall during the period of such suspension compute the Base Rate applicable to such Lender without reference to the Adjusted Term SOFR component thereof until the Administrative Agent is advised in writing by such Lender that it is no longer illegal for such Lender to determine or charge interest rates based upon Adjusted Term SOFR. Upon any such prepayment or conversion, the Borrower shall also pay accrued interest on the amount so prepaid or converted, together with any additional amounts required pursuant to Section 3.05.
81
82
and the result of any of the foregoing shall be to increase the cost to such Lender of making, converting to, continuing or maintaining any Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or such L/C Issuer of participating in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or such L/C Issuer hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or such L/C Issuer, the Borrower will pay to such Lender or such L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or such L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered.
83
Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrower shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense (excluding Taxes and subject to Section 3.03) incurred by it as a result of:
including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing.
For purposes of calculating amounts payable by the Borrower to the Lenders under this Section 3.05, each Lender shall be deemed to have funded each SOFR Loan made by it at Adjusted Term SOFR for such Loan, whether or not such SOFR Loan was in fact so funded.
Designation of a Different Lending Office. If any Lender requests compensation under Section 3.04, or requires the Borrower to pay any Indemnified Taxes or additional amounts to any Lender, any L/C Issuer, or any Governmental Authority for the account of any Lender or any L/C Issuer pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then at the request of the Borrower, such Lender or such L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or such L/C Issuer, such designation or assignment (i) would eliminate or reduce
84
amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (ii) in each case, would not subject such Lender or such L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or such L/C Issuer, as the case may be. The Borrower hereby agrees to pay all reasonable and documented costs and expenses incurred by any Lender or any L/C Issuer in connection with any such designation or assignment.
All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, repayment of all other Obligations hereunder, resignation of the Administrative Agent and the Facility Termination Date.
Article IV
CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
The obligation of any L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent:
85
86
Without limiting the generality of the provisions of Section 9.03(c), for purposes of determining compliance with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto.
The obligation of each Lender and L/C Issuer to honor any Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type, or a continuation of SOFR Loans) is subject to the following conditions precedent:
87
Each Request for Credit Extension (other than a Loan Notice requesting only a conversion of Loans to the other Type or a continuation of SOFR Loans) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension.
Article V
REPRESENTATIONS AND WARRANTIES
Each Loan Party represents and warrants to the Administrative Agent and the Lenders, as of the date made or deemed made, that:
Each Loan Party and each of its Restricted Subsidiaries (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of (or the requirement to create) any Lien (other than Permitted Liens) under, or require any payment to be made under (i) any material Contractual Obligation to which such Person is a party which (A) could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (B) results in the creation or imposition of any Lien upon any Property then owned or thereafter acquired by such Person (other than a Permitted Lien) or (ii) any material order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or (c) violate any Applicable Law in any material respect.
No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, (c) the perfection or maintenance of the Liens created under the Collateral Documents (including the first priority nature thereof subject to Permitted Liens), or (d) except as would not reasonably be expected to have a Material Adverse Effect, the exercise by the Administrative Agent or any Lender of its rights under the Loan Documents or the remedies in respect of the Collateral pursuant to the Collateral Documents, other than (i) authorizations, approvals, actions, notices and filings which have been duly obtained and (ii) filings to perfect the Liens created by the Collateral Documents.
88
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principals of equity.
As of the Closing Date, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties, threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any Restricted Subsidiary or against any of their properties, rights or revenues that (a) purport to pertain to this Agreement or any other Loan Document or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could, if adversely determined, reasonably be expected to have a Material Adverse Effect.
89
Neither any Loan Party nor any Subsidiary thereof is in default under or with respect to, or a party to, any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.
Each Loan Party and each of its Restricted Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
90
The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or the applicable Restricted Subsidiary operates. The general liability, casualty, property, and business interruption insurance coverage of the Loan Parties as in effect on the Closing Date, and as of the last date such Schedule was required to be updated in accordance with Sections 6.02, 6.12 and 6.13, is outlined as to carrier, policy number, expiration date, type, amount and deductibles on Schedule 5.10 and such insurance coverage complies with the requirements set forth in this Agreement and the other Loan Documents.
Except as set forth in the audited financials of the Borrower and its Subsidiaries as of and for the fiscal year ended December 31, 2019 with respect to sales tax obligations, each Loan Party and its Subsidiaries have filed all federal, state, provincial, territorial and other material tax returns and reports required to be filed, and have paid all federal income taxes and all other material state, provincial, territorial and other taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP or (b) to the extent that the aggregate unpaid amounts do not exceed $1,000,000. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material Adverse Effect, nor is there any tax sharing agreement applicable to the Borrower or any Subsidiary (other than a tax sharing agreement wholly between any of the Loan Parties or any customary Tax indemnifications contained in any credit or other commercial agreement the principal purpose of which is not Taxes). Each Loan Party has remitted on a timely basis all material amounts required to have been withheld and remitted (including withholdings from employee wages and salaries relating to income tax and employment insurance), goods and services and harmonized sales tax and all other amounts which, in each case, if not paid or remitted when due would reasonably be expected to result in the creation of a statutory Lien or deemed trust against any material portion of its property or assets.
91
The Borrower has disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Restricted Subsidiaries or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case as modified or supplemented by other information so furnished) contains any material misstatement of fact or
92
omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, each Loan Party represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time (it being understood that projections are not to be viewed as facts and that the actual results during the period or periods covered by such projections may vary from such projections and such differences may be significant).
Each Loan Party and each Restricted Subsidiary thereof is in compliance with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
Each Loan Party is, (i) individually and (ii) together with its Subsidiaries on a Consolidated basis, Solvent.
Neither the businesses nor the properties of any Loan Party or any of its Restricted Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
Set forth on Schedule 1.01(c) are Responsible Officers, holding the offices indicated next to their respective names, as of the Closing Date and as of the last date such Schedule 1.01(c) was required to be updated in accordance with Sections 6.02, 6.12, 6.13 and 6.20 and such Responsible Officers are the duly elected and qualified officers of such Loan Party and are duly authorized to execute and deliver, on behalf of the respective Loan Party, this Agreement, the Notes and the other Loan Documents.
93
94
95
No Loan Party is an Affected Financial Institution.
As of the Closing Date, the information included in the Beneficial Ownership Certification, if applicable, is true and correct in all respects.
No Mortgaged Property is a Flood Hazard Property unless the Administrative Agent shall have received the following: (a) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (i) as to the fact that such Mortgaged Property is a Flood Hazard Property, (ii) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (iii) such other flood hazard determination forms, notices and confirmations thereof as requested by the Administrative Agent and (b) copies of insurance policies or certificates of insurance of the applicable Loan Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Secured Parties and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws. All flood hazard insurance policies required hereunder have been obtained and remain in full force and effect, and the premiums thereon have been paid in full.
Each Loan Party and each of its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses, software and other intellectual property rights that are used in the operation of their respective businesses, and to the best knowledge of the Borrower and its Subsidiaries, without conflict with the rights of any other Person. To the best knowledge of the Borrower, neither the operation of the business, nor any product, service, process, method, substance, part or other material now used, or now contemplated to be used, by any Loan Party or any of its Restricted Subsidiaries infringes, misappropriates or otherwise violates upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. There has been no unauthorized use, access, interruption, modification, corruption or malfunction of any information technology assets or systems (or any information or transactions stored or contained therein or transmitted thereby) owned or used by the any Loan Party or any of its Restricted Subsidiaries, which, either individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.
96
Except as could not reasonably be expected to have a Material Adverse Effect, (i) there are no grievances, disputes or controversies with any union or other organization of the Borrower’s or any Restricted Subsidiary’s employees, (ii) neither the Borrower nor any Restricted Subsidiary has suffered any strikes, walkouts, work stoppages or other labor difficulty within the last five (5) years preceding the Closing Date, and (iii) there are no liabilities with respect to any collective bargaining agreements covering the employees of the Borrower or any of its Restricted Subsidiaries.
Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and each of its Restricted Subsidiaries, (i) has suffered no incident negatively affecting the confidentiality, integrity, or availability of its information technology systems, software, applications, or the data thereon, (ii) has implemented and maintain commercially reasonable security regarding the confidentiality, integrity, and availability of its information technology systems, software, applications and the data in its possession, custody, or control and (iii) is, and has been, in compliance with all contractual obligations and its own policies relating to privacy and cybersecurity.
Article VI
AFFIRMATIVE COVENANTS
Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, such Loan Party shall, and shall cause each of its Restricted Subsidiaries (or with respect to Sections 6.04, 6.08, 6.14, 6.15, and 6.17, each of its Subsidiaries) to:
Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
97
As to any information contained in materials furnished pursuant to Section 6.02(g), the Borrower shall not be separately required to furnish such information under Section 6.01(a) or (b) above, but the foregoing shall not be in derogation of the obligation of the Borrower to furnish the information and materials described in Sections 6.01(a) and (b) above at the times specified therein.
Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent:
98
99
Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 1.01(a); or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent (including on EDGAR at www.sec.gov (or another successor government website that is freely and readily available)). The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.
The Borrower hereby acknowledges that the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”).
Promptly, but in any event within three (3) Business Days, notify the Administrative Agent and each Lender:
100
Each notice pursuant to this Section 6.03 shall be accompanied by a statement of a Responsible Officer of the Borrower setting forth details of the occurrence referred to therein and to the extent applicable, stating what action the Borrower has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached.
Pay and discharge as the same shall become due and payable (a) all federal income taxes and all other material state, provincial, territorial and other tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings diligently conducted and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary; and (b) all lawful claims which, if unpaid, would by law become a Lien upon a part of its property, in each case, except to the extent the failure to do so could not reasonably be expected to cause a Material Adverse Effect; provided that such payment and discharge shall not be required with respect to any sales tax liability, the validity or amount of which remains uncertain and with respect to which no Governmental Authority has taken, or threatened in writing to take, any enforcement action and adequate reserves in accordance with GAAP are being maintained by the Borrower or such Subsidiary, or as to which the Borrower and its Subsidiaries shall have received notice from the applicable Governmental Authority that the Borrower and its Subsidiaries are not liable for any payment obligation with respect to such potential liability.
101
Comply with the requirements of all Applicable Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.
102
Permit representatives and independent contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom (other than any information which is subject to attorney client privilege prior to the date of such request, any confidentiality provisions with third parties that are not Affiliates of the Loan Parties prohibiting the disclosure thereof or Applicable Law prohibiting such disclosure; provided, that with respect to such information, upon the request of the Administrative Agent, the relevant Loan Parties will exercise reasonable efforts to seek any consents required to disclose such information), and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the Borrower and at such reasonable times during normal business hours, upon reasonable advance notice to the Borrower, provided that in the absence of an Event of Default, only one (1) such visit per fiscal year shall be permitted and such visit shall be at the Borrower’s expense; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice.
Use the proceeds of the Credit Extensions for Permitted Acquisitions, to repay the Existing Credit Agreements and any other permitted Indebtedness and for general corporate and working capital purposes, in each case, not in contravention of any Law or of any Loan Document.
The Loan Parties will cause each of their wholly-owned Domestic Subsidiaries (other than Excluded Subsidiaries) whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Subsidiary is formed or acquired or ceases to be an Excluded Subsidiary (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) to become a Guarantor hereunder by way of execution of a Joinder Agreement. In connection with the foregoing, the Loan Parties shall deliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.01(b) – (e) and 6.13 and such other documents or agreements as the Administrative Agent may reasonably request, including without limitation, updated Schedules 1.01(c), 5.10, 5.12, 5.20(a), 5.20(b), 5.21(b), 5.21(c), 5.21(d)(i), 5.21(d)(ii), 5.21(e), 5.21(f), 5.21(g)(i), and 5.21(g)(ii).
Except with respect to Excluded Property:
103
Comply, and cause all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits; obtain and renew all Environmental Permits necessary for its operations and properties; and conduct any investigation, study, sampling and testing, cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with all Environmental Laws; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that (a) its obligation to do so is being contested in good faith and by proper proceedings and appropriate reserves are being maintained with respect to such circumstances in accordance with GAAP consistently applied or (b) the failure to do so could not reasonably be expected to have a Material Adverse Effect.
Conduct its business in all material respects in compliance with the United States Foreign Corrupt Practices Act of 1977, as amended and other applicable anti-corruption legislation in other jurisdictions and
104
with all applicable Sanctions, and maintain policies and procedures designed to promote and ensure compliance with such laws and Sanctions.
Maintain all authorizations, consents, approvals and licenses from, exemptions of, and filings and registrations with, each Governmental Authority of the jurisdiction in which each Loan Party is organized and existing, and all approvals and consents of each other Person in such jurisdiction, in each case that are required in connection with the Loan Documents, in each case where the failure to do so could not reasonably be expected to have a Material Adverse Effect.
Promptly upon reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments (including promptly completing any registration or stamping of documents as may be applicable) as the Administrative Agent, or any Lender through the Administrative Agent, may reasonably require from time to time in order to (i) carry out more effectively the purposes of the Loan Documents, (ii) to the fullest extent permitted by Applicable Law, subject any Loan Party’s or any of its Restricted Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (iii) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder and (iv) assure, convey, grant, assign, transfer, preserve, protect and confirm more effectively unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Restricted Subsidiaries is or is to be a party, and cause each of its Restricted Subsidiaries to do so.
Complete each of the following post-closing obligations and/or provide to Administrative Agent each of the documents, instruments, agreements and information listed below on or before the date set forth for each such item (or such later date as determined by Administrative Agent in its sole discretion), each of which shall be completed or provided in form and substance reasonably satisfactory to Administrative Agent:
105
At any time following the Closing Date, the Borrower may at any time designate any Restricted Subsidiary of a Borrower as an Unrestricted Subsidiary or any Unrestricted Subsidiary as a Restricted Subsidiary; provided, that (i) immediately before and after such designation, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) immediately after giving effect to such designation, the Loan Parties shall be in compliance on a pro forma basis with the covenants set forth in Section 7.11, recomputed for the most recent fiscal quarter for which financial statements are required to have been delivered (or are required to have been delivered), (iii) the Borrower shall deliver to Administrative Agent at least three (3) Business Days prior to such designation a certificate of a Responsible Officer of the Borrower, together with all relevant financial information reasonably requested by Administrative Agent, demonstrating compliance with the foregoing clauses (i) and (ii) of this Section 6.21 and, if applicable, certifying that such Subsidiary meets the requirements of an “Unrestricted Subsidiary”, (iv) at least ten (10) days prior to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary, the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Act, with respect to such Subsidiary and (v) no Restricted Subsidiary may be designated as (or continue as) an Unrestricted Subsidiary if such Subsidiary owns, or has an exclusive license in, any Material Intellectual Property. The designation of any Subsidiary as an Unrestricted Subsidiary shall constitute an Investment by the Loan Parties therein at the date of designation in an amount equal to the fair market value of the applicable Loan Parties’ Investment in such Subsidiary; provided, that, upon a designation of such Unrestricted Subsidiary as a Restricted Subsidiary, the Loan Parties shall be deemed to continue to have a permanent Investment in an Unrestricted Subsidiary in an amount (if positive) equal to (x) the lesser of (A) the fair market value of the Investments of the Loan Parties and their Restricted Subsidiaries in such Unrestricted Subsidiary at the time of such re-designation and (B) the fair market value of Investments of the Loan Parties and their Restricted Subsidiaries made in connection with the designation of such Restricted Subsidiary as an Unrestricted Subsidiary minus (y) the portion (proportionate to the Loan Parties’ and their Subsidiaries’ Equity Interests in such resulting Restricted Subsidiary) of the fair market value of the net assets of such Restricted Subsidiary at the time of such re-designation. The designation of any Unrestricted Subsidiary as a Restricted Subsidiary shall constitute the incurrence or making, as applicable, at the time of designation of any Investments, Indebtedness or Liens of such Subsidiary existing at such time. An Unrestricted Subsidiary that has subsequently been designated as a Restricted Subsidiary may not be redesignated as an Unrestricted Subsidiary.
106
Article VII
NEGATIVE COVENANTS
Each of the Loan Parties hereby covenants and agrees that on the Closing Date and thereafter until the Facility Termination Date, no Loan Party shall, nor shall it permit any Restricted Subsidiary (or with respect to Sections 7.14, 7.15, and 7.16, any Subsidiary) to, directly or indirectly:
Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for the following (the “Permitted Liens”):
107
108
Create, incur, assume or suffer to exist any Indebtedness, except:
109
110
Make or hold any Investments, except:
111
provided that, notwithstanding anything to the contrary contained herein, Investments by the Borrower and its Restricted Subsidiaries in Unrestricted Subsidiaries shall not exceed 7.5% of Consolidated EBITDA for the most recently ended Measurement Period for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b) in an aggregate amount at any time outstanding.
Merge, dissolve, liquidate, amalgamate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:
112
Make any Disposition or enter into any agreement to make any Disposition, except:
113
Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:
Engage in any material line of business substantially different from those lines of business conducted by the Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto.
Enter into or permit to exist any transaction or series of transactions with any officer, director or Affiliate of such Person other than (a) advances of working capital to any Loan Party, (b) transfers of cash and assets to any Loan Party, (c) intercompany transactions expressly permitted by this Agreement, (d) normal and reasonable compensation, indemnification and reimbursement of expenses of officers and
114
directors, (e) Restricted Payments permitted by Section 7.06, (f) Investments permitted by Section 7.03, (g) the issuance of Equity Interests (other than Disqualified Stock) of Holdings, (h) the issuance by Holdings, the Borrower or any Restricted Subsidiary of any directors qualifying shares and (i) except as otherwise specifically limited in this Agreement, other transactions which are entered into in the ordinary course of such Person’s business on fair and reasonable terms and conditions substantially as favorable to such Person as would be obtainable by it in a comparable arm’s length transaction with a Person other than an officer, director or Affiliate.
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose.
Measurement Period Ending |
Maximum Consolidated Net Leverage Ratio |
Closing Date through |
4.00 to 1.00 |
December 31, 2021 through September 30, 2022 |
3.00 to 1.00 |
December 31, 2022 through September 30, 2023 |
2.75 to 1.00 |
December 31, 2023 and each fiscal quarter thereafter |
2.50 to 1.00 |
provided, that that (i) with respect to any fiscal quarter ending on or after the Closing Date, the Borrower may, by written notice to the Administrative Agent for distribution to the Lenders (such request to be made in writing by the Borrower no later than the date on which a certificate is required to be delivered pursuant to Section 6.02(b) demonstrating the Consolidated Net Leverage Ratio for the fiscal quarter during which such Material Acquisition occurred), elect to increase the maximum Consolidated Net Leverage Ratio set forth above by 0.50 to 1.00 for a period of four (4) consecutive fiscal quarters (inclusive of the fiscal quarter in which the Material Acquisition occurred) in connection with a Permitted Acquisition that is a Material Acquisition occurring during the first of such four fiscal quarters (each such period, an “Elevated Covenant Period”) and (ii) notwithstanding the foregoing clause (i), (A) the Borrower may not elect an Elevated Covenant Period for at least one (1) full fiscal quarter following the end of an Elevated Covenant Period before a new Elevated Covenant Period is available again pursuant to the preceding clause (i) and (B) there shall be no more than three (3) Elevated Covenant Periods during the term of this Agreement.
115
116
Enter into any Sale and Leaseback Transaction, unless the Disposition is permitted by Section 7.05 and any Attributable Indebtedness or Liens arising in connection therewith are permitted under Sections 7.01 and 7.02.
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or business with any Person, or in any country, region or territory, that, at the time of such funding, is the subject of Sanctions, or in any other manner that will result in a violation by any Person (including any Person participating in the transaction, whether as Lender, Arranger, Administrative Agent, L/C Issuer, Swingline Lender, or otherwise) of Sanctions.
Directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, as amended, or other anti-corruption legislation in other jurisdictions.
With respect to Holdings, and notwithstanding anything to the contrary in this Agreement, engage in any business activities other than (i) ownership of the Equity Interests of the Borrower (provided that Holdings shall not form or acquire any new Subsidiaries after the Closing Date unless such Subsidiary shall become a Loan Party), (ii) activities incidental to maintenance of its corporate existence (and for the avoidance of doubt, Holdings must maintain its separate corporate existence), (iii) performance of its obligations under the Loan Documents to which it is a party, (iv) activities solely necessary to permit the consummation of Restricted Payments and the related transactions involving such Persons to the extent expressly permitted hereunder and (v) the issuance of Equity Interests (and the use of the proceeds therefrom subject to the limitations set forth in this Agreement, including, for the avoidance of doubt, the other provisions set forth in this Section 7.17).
Article VIII
EVENTS OF DEFAULT AND REMEDIES
Any of the following shall constitute an event of default (each, an “Event of Default”):
117
118
Without limiting the provisions of Article IX, if a Default shall have occurred under the Loan Documents, then such Default will continue to exist until it either is cured (to the extent specifically permitted) in accordance with the Loan Documents or is otherwise expressly waived by Administrative Agent (with the approval of requisite Appropriate Lenders (in their sole discretion)) as determined in accordance with Section 11.01; and once an Event of Default occurs under the Loan Documents, then such Event of Default will continue to exist until it is expressly waived by the requisite Appropriate Lenders or by the Administrative Agent with the approval of the requisite Appropriate Lenders, as required hereunder in Section 11.01.
If any Event of Default occurs and is continuing, the Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or all of the following actions:
119
provided, however, that upon the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States (or any similar occurrence under any other Debtor Relief Law), the obligation of each Lender to make Loans and any obligation of each L/C Issuer to make L/C Credit Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of the Borrower to Cash Collateralize the L/C Obligations as aforesaid shall automatically become effective, in each case without further act of the Administrative Agent or any Lender.
First, to payment of that portion of the Secured Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Administrative Agent and amounts payable under Article III) payable to the Administrative Agent in its capacity as such;
Second, to payment of that portion of the Secured Obligations constituting fees, indemnities and other amounts (other than principal, interest and Letter of Credit Fees) payable to the Lenders and the L/C Issuers (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuers) arising under the Loan Documents and amounts payable under Article III, ratably among them in proportion to the respective amounts described in this Second clause payable to them;
Third, to payment of that portion of the Secured Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Secured Obligations arising under the Loan Documents, ratably among the Lenders and the L/C Issuers in proportion to the respective amounts described in this Third clause payable to them;
Fourth, to payment of that portion of the Secured Obligations constituting unpaid principal of the Loans, L/C Borrowings and Secured Obligations then owing under the Secured Hedge Agreements and Secured Cash Management Agreements and to the Administrative Agent for the account of the applicable L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit to the extent not otherwise Cash Collateralized by the Borrower pursuant to Sections 2.03 and 2.14, in each case ratably among the Administrative Agent, the Lenders, the L/C Issuers, the Hedge Banks and the Cash Management Banks in proportion to the respective amounts described in this Fourth clause held by them; and
120
Last, the balance, if any, after all of the Secured Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.
Article IX
ADMINISTRATIVE AGENT
9.01 Appointment and Authority.
(a) Appointment. Each of the Lenders and the L/C Issuers hereby irrevocably appoints, designates and authorizes Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Administrative Agent, the Lenders and the L/C Issuers, and neither the Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such provisions. It is understood and agreed that the use of the term “agent” herein or in any other Loan Documents (or any other similar term) with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any Applicable Law. Instead such term is used as a matter of market custom, and is intended to create or reflect only an administrative relationship between contracting parties.
(b) Collateral Agent. The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank, and a potential Cash Management Bank) and L/C Issuers hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and such L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent, shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents,
121
sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.
9.02 Rights as a Lender.
The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, own securities of, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of banking, trust, financial, advisory, underwriting or other business with any Loan Party or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders or to provide notice to or consent of the Lenders with respect thereto.
9.03 Exculpatory Provisions.
(a) The Administrative Agent shall not have any duties or obligations except those expressly set forth herein and in the other Loan Documents, and its duties hereunder shall be administrative in nature. Without limiting the generality of the foregoing, the Administrative Agent and its Related Parties:
(i) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;
(ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or Applicable Law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any Debtor Relief Law or that may effect a forfeiture, modification or termination of property of a Defaulting Lender in violation of any Debtor Relief Law; and
(iii) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty or responsibility to disclose, and shall not be liable for the failure to disclose, any information relating to any Loan Party or any of its Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity.
(b) Neither the Administrative Agent nor any of its Related Parties shall be liable for any action taken or not taken by the Administrative Agent under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby or thereby (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary), or as the Administrative Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 11.01 and 8.02) or (ii) in the absence of its own gross negligence or willful misconduct as determined by a court of competent jurisdiction by final and non-appealable judgment. Any such action taken or failure to act pursuant to the foregoing shall be binding on all Lenders. The Administrative Agent shall be deemed not to have knowledge
122
of any Default unless and until notice describing such Default is given in writing to the Administrative Agent by the Borrower, a Lender or an L/C Issuer.
(c) Neither the Administrative Agent nor any of its Related Parties have any duty or obligation to any Lender or participant or any other Person to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Collateral Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.
(d) Neither the Administrative Agent nor any of its Related Parties shall be responsible or have any liability for, or have any duty to ascertain, inquire into, monitor or enforce, compliance with the provisions of this Agreement relating to Disqualified Institutions. Without limiting the generality of the foregoing, the Administrative Agent shall not (i) be obligated to ascertain, monitor or inquire as to whether any Lender or Participant or prospective Lender or Participant is a Disqualified Institution or (ii) have any liability with respect to or arising out of any assignment or participation of Loans, or disclosure of confidential information, to any Disqualified Institution.
9.04 Reliance by Administrative Agent.
The Administrative Agent shall be entitled to rely upon, and shall be fully protected in relying and shall not incur any liability for relying upon, any notice, request, certificate, communication, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall be fully protected in relying and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan, or the issuance, extension, renewal or increase of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or an L/C Issuer, the Administrative Agent may presume that such condition is satisfactory to such Lender or such L/C Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender or such L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The Administrative Agent may consult with legal counsel (who may be counsel for the Loan Parties), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. For purposes of determining compliance with the conditions specified in Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objections.
9.05 Delegation of Duties.
The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Loan Document by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its
123
duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this Article IX shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the Facilities as well as activities as Administrative Agent. The Administrative Agent shall not be responsible for the negligence or misconduct of any sub-agents except to the extent that a court of competent jurisdiction determines in a final and non-appealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agents.
9.06 Resignation of Administrative Agent.
(a) Notice. The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuers and the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring Administrative Agent gives notice of its resignation (or such earlier day as shall be agreed by the Required Lenders) (the “Resignation Effective Date”), then the retiring Administrative Agent may (but shall not be obligated to) on behalf of the Lenders and the L/C Issuers, appoint a successor Administrative Agent meeting the qualifications set forth above; provided that in no event shall any successor Administrative Agent be a Defaulting Lender or a Disqualified Institution. Whether or not a successor has been appointed, such resignation shall become effective in accordance with such notice on the Resignation Effective Date.
(b) Defaulting Lender. If the Person serving as Administrative Agent is a Defaulting Lender pursuant to clause (d) of the definition thereof, the Required Lenders may, to the extent permitted by Applicable Law, by notice in writing to the Borrower and such Person remove such Person as Administrative Agent and, in consultation with the Borrower, appoint a successor. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days (or such earlier day as shall be agreed by the Required Lenders) (the “Removal Effective Date”), then such removal shall nonetheless become effective in accordance with such notice on the Removal Effective Date.
(c) Effect of Resignation or Removal. With effect from the Resignation Effective Date or the Removal Effective Date (as applicable) (i) the retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder and under the other Loan Documents (except that in the case of any collateral security held by the Administrative Agent on behalf of the Lenders or the L/C Issuers under any of the Loan Documents, the retiring or removed Administrative Agent shall continue to hold such collateral security until such time as a successor Administrative Agent is appointed) and (ii) except for any indemnity payments or other amounts then owed to the retiring or removed Administrative Agent, all payments, communications and determinations provided to be made by, to or through the Administrative Agent shall instead be made by or to each Lender and each L/C Issuer directly, until such time, if any, as the Required Lenders appoint a successor Administrative Agent as provided for above. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or removed) Administrative Agent (other than as provided in Section 3.01(g) and other than any rights to indemnity payments or other amounts owed to the retiring or removed Administrative Agent as of the Resignation Effective Date or the Removal Effective Date, as applicable), and the retiring or removed Administrative Agent shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section 9.06). The fees payable by the Borrower to a successor Administrative Agent shall be the
124
same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring or removed Administrative Agent’s resignation or removal hereunder and under the other Loan Documents, the provisions of this Article XI and Section 11.04 shall continue in effect for the benefit of such retiring or removed Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them (A) while the retiring or removed Administrative Agent was acting as Administrative Agent and (B) after such resignation or removal for as long as any of them continues to act in any capacity hereunder or under the other Loan Documents, including, without limitation, (1) acting as collateral agent or otherwise holding any collateral security on behalf of any of the Secured Parties and (2) in respect of any actions taken in connection with transferring the agency to any successor Administrative Agent.
(d) L/C Issuers and Swingline Lender. Any resignation or removal by Bank of America as Administrative Agent pursuant to this Section 9.06 shall also constitute its resignation as an L/C Issuer and Swingline Lender. If Bank of America resigns as an L/C Issuer, it shall retain all the rights, powers, privileges and duties of an L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its resignation as an L/C Issuer and all L/C Obligations with respect thereto, including the right to require the Lenders to make Base Rate Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(f). If Bank of America resigns as Swingline Lender, it shall retain all the rights of the Swingline Lender provided for hereunder with respect to Swingline Loans made by it and outstanding as of the effective date of such resignation, including the right to require the Lenders to make Base Rate Loans or fund risk participations in outstanding Swingline Loans pursuant to Section 2.04(c). Upon the appointment by the Borrower of a successor L/C Issuer or Swingline Lender hereunder (which successor shall in all cases be a Lender other than a Defaulting Lender), (i) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swingline Lender, as applicable, (ii) the retiring L/C Issuer and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (iii) the successor L/C Issuer shall issue Letters of Credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to Bank of America to effectively assume the obligations of Bank of America with respect to such Letters of Credit.
9.07 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender and each L/C Issuer acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and each L/C Issuer also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related agreement or any document furnished hereunder or thereunder.
9.08 No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the titles listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the Administrative Agent, Arranger, a Lender or an L/C Issuer hereunder.
125
9.09 Administrative Agent May File Proofs of Claim; Credit Bidding.
(a) In case of the pendency of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, the Administrative Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on the Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise:
(i) to file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans, L/C Obligations and all other Secured Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders, the L/C Issuers and the Administrative Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of the Lenders, the L/C Issuers and the Administrative Agent and their respective agents and counsel and all other amounts due the Lenders, the L/C Issuers and the Administrative Agent under Sections 2.03(h) and (i), 2.09, 2.10(b) and 11.04) allowed in such judicial proceeding; and
(ii) to collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;
and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and each L/C Issuer to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of such payments directly to the Lenders and the L/C Issuers, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under Sections 2.09, 2.10(b) and 11.04.
(b) Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or any L/C Issuer any plan of reorganization, arrangement, adjustment or composition affecting the Secured Obligations or the rights of any Lender or any L/C Issuer to authorize the Administrative Agent to vote in respect of the claim of any Lender or any L/C Issuer or in any such proceeding.
(c) The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders, to credit bid all or any portion of the Secured Obligations (including accepting some or all of the Collateral in satisfaction of some or all of the Secured Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through one or more acquisition vehicles) all or any portion of the Collateral (i) at any sale thereof conducted under the provisions of the Bankruptcy Code of the United States, including under Sections 363, 1123 or 1129 of the Bankruptcy Code of the United States, or any similar Laws in any other jurisdictions to which a Loan Party is subject, (ii) at any other sale or foreclosure or acceptance of collateral in lieu of debt conducted by (or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any Applicable Law. In connection with any such credit bid and purchase, the Secured Obligations owed to the Secured Parties shall be entitled to be, and shall be, credit bid on a ratable basis (with Secured Obligations with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that would vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating the contingent interests) in the asset or assets so purchased (or in the Equity Interests or
126
debt instruments of the acquisition vehicle or vehicles that are used to consummate such purchase). In connection with any such bid (A) the Administrative Agent shall be authorized to form one or more acquisition vehicles to make a bid, (B) to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets or Equity Interests thereof shall be governed, directly or indirectly, by the vote of the Required Lenders, irrespective of the termination of this Agreement and without giving effect to the limitations on actions by the Required Lenders contained in clauses (a)(i) through (xi) of Section 11.01 of this Agreement), and (C) to the extent that Secured Obligations that are assigned to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because the amount of Secured Obligations assigned to the acquisition vehicle exceeds the amount of debt credit bid by the acquisition vehicle or otherwise), such Secured Obligations shall automatically be reassigned to the Lenders pro rata and the Equity Interests and/or debt instruments issued by any acquisition vehicle on account of the Secured Obligations that had been assigned to the acquisition vehicle shall automatically be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action.
9.10 Collateral and Guaranty Matters.
(a) Each of the Lenders (including in its capacities as a potential Cash Management Bank and a potential Hedge Bank) and the L/C Issuers irrevocably authorize the Administrative Agent, at its option and in its discretion,
(i) to release any Lien on any property granted to or held by the Administrative Agent under any Loan Document (i) upon the Facility Termination Date,
(ii) that is sold or otherwise disposed of or to be sold or otherwise disposed of as part of or in connection with any sale or other disposition permitted hereunder or under any other Loan Document, or (iii) if approved, authorized or ratified in writing by the Lenders required in accordance with Section 11.01;
(iii) to subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by Section 7.01(i); and
(iv) to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted under the Loan Documents.
(b) Upon request by the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release or subordinate its interest in particular types or items of property, or to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. In each case as specified in this Section 9.10, the Administrative Agent will, at the Borrower’s expense, execute and deliver to the applicable Loan Party such documents as such Loan Party may reasonably request to evidence the release of such item of Collateral from the assignment and security interest granted under the Collateral Documents or to subordinate its interest in such item, or to release such Guarantor from its obligations under the Guaranty, in each case in accordance with the terms of the Loan Documents and this Section 9.10.
(c) The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, or any
127
certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to monitor or maintain any portion of the Collateral.
9.11 Secured Cash Management Agreements and Secured Hedge Agreements.
Except as otherwise expressly set forth in any Guaranty or any Collateral Document, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, any Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.
9.12 Certain ERISA Matters.
(a) Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one of the following is and will be true:
(i) such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments, or this Agreement,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE 84–14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95–60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90–1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91–38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96–23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,
(iii) (A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part VI of PTE 84–14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments
128
and this Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84–14 and (D) to the best knowledge of such Lender, the requirements of subsection (a) of Part I of PTE 84–14 are satisfied with respect to such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or
(iv) such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole discretion, and such Lender.
(b) In addition, unless either (1) clause (i) in the immediately preceding clause (a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and covenant in accordance with clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and
(c) covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
Article X
CONTINUING GUARANTY
10.01 Guaranty.
Each Guarantor hereby absolutely and unconditionally, jointly and severally guarantees, as primary obligor and as a guaranty of payment and performance and not merely as a guaranty of collection, prompt payment when due, whether at stated maturity, by required prepayment, upon acceleration, demand or otherwise, and at all times thereafter, of any and all Secured Obligations (for each Guarantor, subject to the proviso in this sentence, its “Guaranteed Obligations”); provided that (a) the Guaranteed Obligations of a Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor and (b) the liability of each Guarantor individually with respect to this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the Bankruptcy Code of the United States or any comparable provisions of any applicable state law or other Applicable Law. Without limiting the generality of the foregoing, the Guaranteed Obligations shall include any such indebtedness, obligations, and liabilities, or portion thereof, which may be or hereafter become unenforceable or compromised or shall be an allowed or disallowed claim under any proceeding or case commenced by or against any debtor under any Debtor Relief Laws. The Administrative Agent’s books and records showing the amount of the Obligations shall be admissible in evidence in any action or proceeding, and shall be binding upon each Guarantor, and conclusive for the purpose of establishing the amount of the Secured Obligations. This Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Secured Obligations or any instrument or agreement evidencing any Secured Obligations, or by the existence, validity, enforceability, perfection, non-perfection or extent of any collateral therefor, or by any fact or circumstance relating to the Secured Obligations which might otherwise constitute a defense to the obligations of the Guarantors, or any of them, under this Guaranty, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to any or all of the foregoing.
129
10.02 Rights of Lenders.
Each Guarantor consents and agrees that the Secured Parties may, at any time and from time to time, without notice or demand, and without affecting the enforceability or continuing effectiveness hereof: (a) amend, extend, renew, compromise, discharge, accelerate or otherwise change the time for payment or the terms of the Secured Obligations or any part thereof; (b) take, hold, exchange, enforce, waive, release, fail to perfect, sell, or otherwise dispose of any security for the payment of this Guaranty or any Secured Obligations; (c) apply such security and direct the order or manner of sale thereof as the Administrative Agent, the L/C Issuers and the Lenders in their sole discretion may determine; and (d) release or substitute one or more of any endorsers or other guarantors of any of the Secured Obligations. Without limiting the generality of the foregoing, each Guarantor consents to the taking of, or failure to take, any action which might in any manner or to any extent vary the risks of such Guarantor under this Guaranty or which, but for this provision, might operate as a discharge of such Guarantor.
10.03 Certain Waivers.
Each Guarantor waives (a) any defense arising by reason of any disability or other defense of the Borrower or any other guarantor, or the cessation from any cause whatsoever (including any act or omission of any Secured Party) of the liability of the Borrower or any other Loan Party; (b) any defense based on any claim that such Guarantor’s obligations exceed or are more burdensome than those of the Borrower or any other Loan Party; (c) the benefit of any statute of limitations affecting any Guarantor’s liability hereunder; (d) any right to proceed against the Borrower or any other Loan Party, proceed against or exhaust any security for the Secured Obligations, or pursue any other remedy in the power of any Secured Party whatsoever; (e) any benefit of and any right to participate in any security now or hereafter held by any Secured Party; and (f) to the fullest extent permitted by law, any and all other defenses or benefits that may be derived from or afforded by Applicable Law limiting the liability of or exonerating guarantors or sureties. Each Guarantor expressly waives all setoffs and counterclaims and all presentments, demands for payment or performance, notices of nonpayment or nonperformance, protests, notices of protest, notices of dishonor and all other notices or demands of any kind or nature whatsoever with respect to the Secured Obligations, and all notices of acceptance of this Guaranty or of the existence, creation or incurrence of new or additional Secured Obligations.
10.04 Obligations Independent.
The obligations of each Guarantor hereunder are those of primary obligor, and not merely as surety, and are independent of the Secured Obligations and the obligations of any other guarantor, and a separate action may be brought against each Guarantor to enforce this Guaranty whether or not the Borrower or any other person or entity is joined as a party.
10.05 Subrogation.
No Guarantor shall exercise any right of subrogation, contribution, indemnity, reimbursement or similar rights with respect to any payments it makes under this Guaranty until all of the Secured Obligations and any amounts payable under this Guaranty have been indefeasibly paid and performed in full and the Commitments and the Facilities are terminated. If any amounts are paid to a Guarantor in violation of the foregoing limitation, then such amounts shall be held in trust for the benefit of the Secured Parties and shall forthwith be paid to the Secured Parties to reduce the amount of the Secured Obligations, whether matured or unmatured.
10.06 Termination; Reinstatement.
This Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date. Notwithstanding the
130
foregoing, this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or a Guarantor is made, or any of the Secured Parties exercises its right of setoff, in respect of the Secured Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Secured Parties in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, all as if such payment had not been made or such setoff had not occurred and whether or not the Secured Parties are in possession of or have released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of each Guarantor under this Section 10.06 shall survive termination of this Guaranty.
10.07 Stay of Acceleration.
If acceleration of the time for payment of any of the Secured Obligations is stayed, in connection with any case commenced by or against a Guarantor or the Borrower under any Debtor Relief Laws, or otherwise, all such amounts shall nonetheless be payable by each Guarantor, jointly and severally, immediately upon demand by the Secured Parties.
10.08 Condition of Borrower.
Each Guarantor acknowledges and agrees that it has the sole responsibility for, and has adequate means of, obtaining from the Borrower and any other guarantor such information concerning the financial condition, business and operations of the Borrower and any such other guarantor as such Guarantor requires, and that none of the Secured Parties has any duty, and such Guarantor is not relying on the Secured Parties at any time, to disclose to it any information relating to the business, operations or financial condition of the Borrower or any other guarantor (each Guarantor waiving any duty on the part of the Secured Parties to disclose such information and any defense relating to the failure to provide the same).
10.09 Appointment of Borrower.
Each of the Guarantors hereby appoints the Borrower to act as its agent for all purposes of this Agreement, the other Loan Documents and all other documents and electronic platforms entered into in connection herewith and agrees that (a) the Borrower may execute such documents and provide such authorizations on behalf of such Guarantor as the Borrower deems appropriate in its sole discretion and each Guarantor shall be obligated by all of the terms of any such document and/or authorization executed on its behalf, (b) any notice or communication delivered by the Administrative Agent, an L/C Issuer or a Lender to the Borrower shall be deemed delivered to each Loan Party and (c) the Administrative Agent, L/C Issuers or the Lenders may accept, and be permitted to rely on, any document, authorization, instrument or agreement executed by the Borrower on behalf of each of the Loan Parties.
10.10 Right of Contribution.
The Guarantors agree among themselves that, in connection with payments made hereunder, each Guarantor shall have contribution rights against the other Guarantors as permitted under Applicable Law.
10.11 Keepwell.
Each Loan Party that is a Qualified ECP Guarantor at the time the Guaranty or the grant of a Lien under the Loan Documents, in each case, by any Specified Loan Party becomes effective with respect to any Swap Obligation, hereby jointly and severally, absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to such Swap Obligation as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Loan Documents in respect of such Swap Obligation (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering such Qualified ECP Guarantor’s obligations
131
and undertakings under this Article X voidable under Applicable Law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of each Qualified ECP Guarantor under this Section 10.11 shall remain in full force and effect until the Secured Obligations have been indefeasibly paid and performed in full. Each Loan Party intends this Section 10.11 to constitute, and this Section 10.11 shall be deemed to constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.
Article XI
MISCELLANEOUS
132
and provided, further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the L/C Issuers in addition to the Lenders required above, affect the rights or duties of the L/C Issuers under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it; (B) no amendment, waiver or consent shall, unless in writing and signed by the Swingline Lender in addition to the Lenders required above, affect the rights or duties of the Swingline Lender under this Agreement; (C) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; (D) the Fee Letters may be amended, or rights or privileges thereunder waived, in a writing
133
executed only by the parties thereto; and (E) the term “L/C Commitment” may be amended pursuant to a fully executed (and delivered to the Administrative Agent) Notice of Additional L/C Issuer.
134
Notices and other communications sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices and other communications delivered through electronic communications to the extent provided in clause (b) below shall be effective as provided in such clause (b).
135
136
137
138
To the extent that any payment by or on behalf of the Borrower is made to the Administrative Agent, any L/C Issuer or any Lender, or the Administrative Agent, any L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent, such L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuers under clause (b) of the preceding sentence shall survive the payment in full of the Obligations and the termination of this Agreement.
139
140
141
142
143
144
145
If an Event of Default shall have occurred and be continuing, each Lender, each L/C Issuer and each of their respective Affiliates is hereby authorized at any time and from time to time, after obtaining the prior written consent of the Required Lenders, to the fullest extent permitted by Applicable Law to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender, such L/C Issuer or any such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the obligations of the Borrower or such Loan Party now or hereafter existing under this Agreement or any other Loan Document to such Lender, such L/C Issuer or such Affiliates, irrespective of whether or not such Lender, such L/C Issuer or Affiliate shall have made any demand under
146
this Agreement or any other Loan Document and although such obligations of the Borrower or such Loan Party may be contingent or unmatured, secured or unsecured, or are owed to a branch, office or Affiliate of such Lender or such L/C Issuer different from the branch, office or Affiliate holding such deposit or obligated on such indebtedness; provided that in the event that any Defaulting Lender shall exercise any such right of setoff, (a) all amounts so set off shall be paid over immediately to the Administrative Agent for further application in accordance with the provisions of Section 2.15 and, pending such payment, shall be segregated by such Defaulting Lender from its other funds and deemed held in trust for the benefit of the Administrative Agent, the L/C Issuers and the Lenders, and (b) the Defaulting Lender shall provide promptly to the Administrative Agent a statement describing in reasonable detail the Secured Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender, each L/C Issuer and their respective Affiliates under this Section 11.08 are in addition to other rights and remedies (including other rights of setoff) that such Lender, such L/C Issuer or their respective Affiliates may have under Applicable Law. Each Lender and each L/C Issuer agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and application.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents, together with all fees, charges and other amounts which are treated as interest on such Loans under Applicable Law, shall not exceed the maximum rate of non-usurious interest permitted by Applicable Law (the “Maximum Rate”). If the Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by Applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder.
This Agreement and each of the other Loan Documents may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement, the other Loan Documents, and any separate letter agreements with respect to fees payable to the Administrative Agent or any L/C Issuer, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document, or any certificate delivered thereunder, by e-mail transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document or certificate. Without limiting the foregoing, to the extent a manually executed counterpart is not specifically required to be delivered under the terms of any Loan Document, upon the request of any party, such e-mail transmission shall be promptly followed by such manually executed counterpart.
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the
147
execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding.
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. Without limiting the foregoing provisions of this Section 11.12, if and to the extent that the enforceability of any provisions in this Agreement relating to Defaulting Lenders shall be limited by Debtor Relief Laws, as determined in good faith by the Administrative Agent, any L/C Issuer or the Swingline Lender, as applicable, then such provisions shall be deemed to be in effect only to the extent not so limited.
148
149
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.15.
Each Loan Party (a “Subordinating Loan Party”) hereby subordinates the payment of all obligations and indebtedness of any other Loan Party owing to it, whether now existing or hereafter arising, including but not limited to any obligation of any such other Loan Party to the Subordinating Loan Party as subrogee of the Secured Parties or resulting from such Subordinating Loan Party’s performance under this Guaranty, to the indefeasible payment in full in cash of all Obligations (other than contingent indemnification obligations as to which no claims have been asserted) . If the Secured Parties so request, any such obligation or indebtedness of any such other Loan Party to the Subordinating Loan Party shall be enforced and performance received by the Subordinating Loan Party as trustee for the Secured Parties and the proceeds thereof shall be paid over to the Secured Parties on account of the Secured Obligations, but without reducing or affecting in any manner the liability of the Subordinating Loan Party under this
150
Agreement. Without limitation of the foregoing, so long as no Default has occurred and is continuing, the Loan Parties may make and receive payments with respect to Intercompany Debt; provided, that in the event that any Loan Party receives any payment of any Intercompany Debt at a time when such payment is prohibited by this Section 11.16, such payment shall be held by such Loan Party, in trust for the benefit of, and shall be paid forthwith over and delivered, upon written request, to the Administrative Agent.
In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other modification hereof or of any other Loan Document), the Borrower and each other Loan Party acknowledges and agrees, and acknowledges its Affiliates’ understanding, that: (a)(i) the arranging and other services regarding this Agreement provided by the Administrative Agent and any Affiliate thereof, the Arranger and the Lenders are arm’s-length commercial transactions between the Borrower, each other Loan Party and their respective Affiliates, on the one hand, and the Administrative Agent and, as applicable, its Affiliates, the Arranger and the Lenders and their Affiliates (collectively, solely for purposes of this Section 11.17, the “Lenders”), on the other hand, (ii) each of the Borrower and the other Loan Parties has consulted its own legal, accounting, regulatory and tax advisors to the extent it has deemed appropriate, and (iii) the Borrower and each other Loan Party is capable of evaluating, and understands and accepts, the terms, risks and conditions of the transactions contemplated hereby and by the other Loan Documents; (b) (i) the Administrative Agent and its Affiliates, the Arranger and each Lender each is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be acting as an advisor, agent or fiduciary, for the Borrower, any other Loan Party or any of their respective Affiliates, or any other Person and (ii) neither the Administrative Agent, any of its Affiliates, the Arranger nor any Lender has any obligation to the Borrower, any other Loan Party or any of their respective Affiliates with respect to the transactions contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (c) the Administrative Agent and its Affiliates, the Arranger and the Lenders may be engaged in a broad range of transactions that involve interests that differ from those of the Borrower, the other Loan Parties and their respective Affiliates, and neither the Administrative Agent, any of its Affiliates, the Arranger nor any Lender has any obligation to disclose any of such interests to the Borrower, any other Loan Party or any of their respective Affiliates. To the fullest extent permitted by law, each of the Borrower and each other Loan Party hereby waives and releases any claims that it may have against the Administrative Agent, any of its Affiliates, the Arranger or any Lender with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transactions contemplated hereby.
151
Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrower and the other Loan Parties that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107–56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies the Borrower and each other Loan Party, which information includes the name and address of the Borrower and each other Loan Party, information concerning its direct and indirect holders of Equity Interests and other Persons exercising Control over it, and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower and each other Loan Party in accordance with the Act. The Borrower and each other Loan Party shall, promptly following a request by the Administrative Agent or any Lender, provide all such other documentation and information that the Administrative Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act.
Solely to the extent any Lender or L/C Issuer that is an Affected Financial Institution is a party to this Agreement and notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Lender or L/C Issuer that is an Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the Write-Down and Conversion
152
Powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
To the extent that the Loan Documents provide support, through a guarantee or otherwise, for any Swap Contract or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United States):
153
“BHC Act Affiliate” of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
“Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]
154
Annex II
SCHEDULE 1.01(b)
Revolving Commitments and Applicable Percentages (Revolving Loans)
Lender |
Revolving |
Applicable Percentage (Revolving Loans) |
Bank of America, N.A. |
$ 61,250,000 |
44.954128440% |
Barclays Bank PLC |
$25,000,000 |
18.348623853% |
Credit Suisse AG, Cayman Islands Branch |
$25,000,000 |
18.348623853% |
Morgan Stanley Senior Funding, Inc. |
$25,000,000 |
18.348623853% |
Total: |
$136,250,000 |
100% |
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, David A. Steinberg, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Zeta Global Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 5, 2023 |
|
By: |
/s/ David A. Steinberg
|
|
|
David A. Steinberg Chief Executive Officer (Principal Executive Officer) |
|
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Christopher Greiner, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Zeta Global Holdings Corp.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: May 5, 2023 |
|
By: |
/s/ Christopher Greiner
|
|
|
Christopher Greiner Chief Financial Officer (Principal Financial Officer) |
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Zeta Global Holdings Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(1) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 5, 2023 |
|
|
/s/ David A. Steinberg
|
|
|
|
David A. Steinberg |
|
|
|
Chief Executive Officer |
|
|
|
(Principal Executive Officer) |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Pursuant to 18 U.S.C. § 1350, as adopted by Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned officer of Zeta Global Holdings Corp. (the “Company”) hereby certifies, to such officer’s knowledge, that:
(1) the accompanying Quarterly Report on Form 10-Q of the Company for the quarterly period ended March 31, 2023 (the “Report”) fully complies with the requirements of Section 13(a) or Section 15(d), as applicable, of the Securities Exchange Act of 1934, as amended; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 5, 2023 |
|
|
/s/ Christopher Greiner
|
|
|
|
Christopher Greiner |
|
|
|
Chief Financial Officer |
|
|
|
(Principal Financial Officer) |
The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Condensed Unaudited Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Accounts receivable, net of allowance | $ 2,048 | $ 1,882 |
| Common Class A [Member] | ||
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 3,750,000,000 | 3,750,000,000 |
| Common Stock, Shares, Issued | 175,724,392 | 175,266,917 |
| Common stock, shares, Outstanding | 175,724,392 | 175,266,917 |
| Common Class B [Member] | ||
| Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
| Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
| Common Stock, Shares, Issued | 31,723,379 | 32,099,302 |
| Common stock, shares, Outstanding | 31,723,379 | 32,099,302 |
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Income Statement [Abstract] | ||
| Revenues | $ 157,602 | $ 126,268 |
| Operating expenses: | ||
| Cost of revenues (excluding depreciation and amortization) | 54,350 | 41,725 |
| General and administrative expenses | 52,601 | 53,349 |
| Selling and marketing expenses | 72,549 | 68,918 |
| Research and development expenses | 18,519 | 17,231 |
| Depreciation and amortization | 11,825 | 12,766 |
| Acquisition related expenses | 203 | 344 |
| Total operating expenses | 210,047 | 194,333 |
| Loss from operations | (52,445) | (68,065) |
| Interest expense | 2,448 | 1,298 |
| Other expenses | 1,864 | 5,273 |
| Total other expenses | 4,312 | 6,571 |
| Loss before income taxes | (56,757) | (74,636) |
| Income tax provision/(benefit) | 198 | (2,599) |
| Net loss | (56,955) | (72,037) |
| Other comprehensive (income) / loss: | ||
| Foreign currency translation adjustment | (147) | 244 |
| Total comprehensive loss | (56,808) | (72,281) |
| Net loss per share | ||
| Net loss | (56,955) | (72,037) |
| Net loss available to common stockholders | $ (56,955) | $ (72,037) |
| Basic loss per share | $ (0.38) | $ (0.54) |
| Diluted loss per share | $ (0.38) | $ (0.54) |
| Weighted average number of shares used to compute net loss per share | ||
| Basic | 150,045,840 | 134,084,703 |
| Diluted | 150,045,840 | 134,084,703 |
Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Share-based Payment Arrangement, Expense | $ 64,462 | $ 73,736 |
| Cost of revenues (excluding depreciation and amortization) [Member] | ||
| Share-based Payment Arrangement, Expense | 858 | 1,162 |
| General and administrative expenses [Member] | ||
| Share-based Payment Arrangement, Expense | 24,182 | 29,775 |
| Selling and marketing expenses [Member] | ||
| Share-based Payment Arrangement, Expense | 33,036 | 36,807 |
| Research and development expenses [Member] | ||
| Share-based Payment Arrangement, Expense | $ 6,386 | $ 5,992 |
Condensed Unaudited Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands |
Total |
Additional Paid-in Capital [Member] |
Accumulated Deficit [Member] |
Accumulated Other Comprehensive Loss [Member] |
Class A Common Stock [Member] |
Class A Common Stock [Member]
Common Stock [Member]
|
Class B Common Stock [Member] |
Class B Common Stock [Member]
Common Stock [Member]
|
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at Dec. 31, 2021 | [1] | $ 90,488 | $ 584,208 | $ (491,817) | $ (2,101) | $ 160 | $ 38 | |||||||||||
| Balance (in shares) at Dec. 31, 2021 | 115,456,543 | 159,974,847 | [1] | 18,419,260 | 37,856,095 | [1] | ||||||||||||
| Shares issued in connection with certain agreements | 11,083 | 11,082 | $ 1 | |||||||||||||||
| Shares issued in connection with certain agreements (in shares) | 1,026,785 | |||||||||||||||||
| Restricted stock grants | (4) | $ 4 | ||||||||||||||||
| Restricted stock grants (in shares) | 4,162,159 | |||||||||||||||||
| Restricted stock forfeitures | 1 | $ (1) | ||||||||||||||||
| Restricted stock forfeitures (in shares) | (717,505) | |||||||||||||||||
| Class B common stock transferred to Class A common stock | $ 1 | $ (1) | ||||||||||||||||
| Class B common stock transferred to Class A common stock (in shares) | 1,000,000 | (1,000,000) | ||||||||||||||||
| Stock-based compensation | 74,990 | 74,990 | ||||||||||||||||
| Options exercised | 65 | 65 | ||||||||||||||||
| Options exercised (in shares) | 15,500 | |||||||||||||||||
| Foreign currency translation adjustment | (244) | (244) | ||||||||||||||||
| Net loss | (72,037) | (72,037) | ||||||||||||||||
| Balance at Mar. 31, 2022 | [2] | 104,345 | 670,342 | (563,854) | (2,345) | $ 165 | $ 37 | |||||||||||
| Balance (in shares) at Mar. 31, 2022 | 117,498,828 | 165,461,786 | [2] | 17,419,260 | 36,856,095 | [2] | ||||||||||||
| Balance at Dec. 31, 2022 | [3] | 128,030 | 900,924 | (771,056) | (2,045) | $ 175 | $ 32 | |||||||||||
| Balance (in shares) at Dec. 31, 2022 | 132,909,894 | 175,266,917 | [3] | 15,512,217 | 32,099,302 | [3] | ||||||||||||
| Restricted stock grants | (1) | $ 1 | ||||||||||||||||
| Restricted stock grants (in shares) | 814,177 | |||||||||||||||||
| Restricted stock forfeitures (in shares) | (208,969) | |||||||||||||||||
| Class B common stock transferred to Class A common stock (in shares) | 50,000 | (50,000) | ||||||||||||||||
| Shares repurchased | (6,551) | (6,551) | ||||||||||||||||
| Shares repurchased (in shares) | (329,474) | (325,923) | ||||||||||||||||
| Restricted stock units vesting (in shares) | 123,241 | |||||||||||||||||
| Stock-based compensation | 65,214 | 65,214 | ||||||||||||||||
| Options exercised | 41 | 41 | ||||||||||||||||
| Options exercised (in shares) | 8,500 | |||||||||||||||||
| Foreign currency translation adjustment | 147 | 147 | ||||||||||||||||
| Net loss | (56,955) | (56,955) | ||||||||||||||||
| Balance at Mar. 31, 2023 | [4] | $ 129,926 | $ 959,627 | $ (828,011) | $ (1,898) | $ 176 | $ 32 | |||||||||||
| Balance (in shares) at Mar. 31, 2023 | 137,203,338 | 175,724,392 | [4] | 16,105,977 | 31,723,379 | [4] | ||||||||||||
| ||||||||||||||||||
Condensed Unaudited Consolidated Statements of Stockholders' Equity (Parenthetical) - shares |
Mar. 31, 2023 |
Dec. 31, 2022 |
Mar. 31, 2022 |
Dec. 31, 2021 |
||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Unvested restricted stock | 55,209,930 | [1] | 60,107,275 | |||||||||||||||
| Class A Common Stock [Member] | ||||||||||||||||||
| Shares outstanding | 137,203,338 | 132,909,894 | 117,498,828 | 115,456,543 | ||||||||||||||
| Class A Common Stock [Member] | Common Stock [Member] | ||||||||||||||||||
| Shares outstanding | 175,724,392 | [2] | 175,266,917 | [3] | 165,461,786 | [4] | 159,974,847 | [5] | ||||||||||
| Class B Common Stock [Member] | ||||||||||||||||||
| Shares outstanding | 16,105,977 | 15,512,217 | 17,419,260 | 18,419,260 | ||||||||||||||
| Class B Common Stock [Member] | Common Stock [Member] | ||||||||||||||||||
| Shares outstanding | 31,723,379 | [2] | 32,099,302 | [3] | 36,856,095 | [4] | 37,856,095 | [5] | ||||||||||
| Unvested Class A Restricted Stock [Member] | ||||||||||||||||||
| Unvested restricted stock | 38,521,054 | 42,357,023 | 47,962,958 | 44,518,304 | ||||||||||||||
| Unvested Class B Restricted Stock [Member] | ||||||||||||||||||
| Unvested restricted stock | 15,617,402 | 16,587,085 | 19,436,835 | 19,436,835 | ||||||||||||||
| ||||||||||||||||||
Condensed Unaudited Consolidated Statements of Cash Flows - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Cash flows from operating activities: | ||
| Net loss | $ (56,955) | $ (72,037) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | ||
| Depreciation and amortization | 11,825 | 12,766 |
| Stock-based compensation | 64,462 | 73,736 |
| Deferred income taxes | (42) | (2,870) |
| Change in fair value of acquisition-related liabilities | 1,652 | 5,345 |
| Others, net | 46 | 386 |
| Change in non-cash working capital (net of acquisitions): | ||
| Account receivable | (2,015) | 9,577 |
| Prepaid expenses | 527 | 233 |
| Other current assets | (366) | (173) |
| Other non-current assets | (112) | (432) |
| Deferred revenue | 1,380 | (1,181) |
| Accounts payable | 5,196 | (2,438) |
| Accrued expenses and other current liabilities | (5,538) | (1,607) |
| Other non-current liabilities | 44 | (122) |
| Net cash provided by operating activities | 20,104 | 21,183 |
| Cash flows from investing activities: | ||
| Capital expenditures | (5,164) | (6,743) |
| Website and software development costs | (4,900) | (4,465) |
| Acquisitions and other investments, net of cash acquired | (15,852) | (9,157) |
| Net cash used for investing activities | (25,916) | (20,365) |
| Cash flows from financing activities: | ||
| Cash paid for acquisition-related liabilities | (980) | (647) |
| Proceeds from credit facilities, net of issuance costs | 2,813 | 1,406 |
| Exercise of options | 41 | 65 |
| Repurchase of shares | (6,533) | |
| Repayments against the credit facilities | (2,813) | (1,406) |
| Net cash used for financing activities | (7,472) | (582) |
| Effect of exchange rate changes on cash and cash equivalents | (32) | (232) |
| Net (decrease) / increase in cash and cash equivalents | (13,316) | 4 |
| Cash and cash equivalents, beginning of period | 121,110 | 103,859 |
| Cash and cash equivalents, end of period | 107,794 | 103,863 |
| Supplemental cash flow disclosures including non-cash activities: | ||
| Cash paid for interest, net | 2,464 | 1,221 |
| Cash paid for income taxes, net of refund | 46 | 123 |
| Liability established in connection with acquisitions | 2,791 | 12,884 |
| Capitalized stock-based compensation as website and software development costs | 752 | 1,254 |
| Shares issued in connection with acquisitions and other agreements | 11,083 | |
| Non-cash consideration for website and software development costs | $ 219 | $ 291 |
Organization and Background |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Background | 1. Organization and Background (a) Nature of Business Zeta Global Holdings Corp., a Delaware Corporation ("Zeta" or “Zeta Global Holdings”) and Zeta Global Corp., a Delaware Corporation and the operating company (“Zeta Global” individually, or collectively with Zeta Global Holdings Corp. and its consolidated entities, as context dictates, the “Company”), is a marketing technology company that uses proprietary data, artificial intelligence and software to create a technology platform that enables marketers to acquire, retain and grow customer relationships. The Company’s technology platform powers data-driven marketing programs for enterprises across a wide range of industries and utilizes all digital distribution channels including email, search, social, mobile, display and connected TV. Zeta Global was incorporated and began operations in October 2007. |
Basis of Presentation and Summary of Significant Accounting Policies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Basis of Presentation and Summary of Significant Accounting Policies | 2. Basis of Presentation and Summary of Significant Accounting Policies (a) Principles of Consolidation The accompanying condensed unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the condensed unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2022 consolidated financial statements data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2023, the results of operations, comprehensive loss and stockholders’ equity for the three-months ended March 31, 2023 and 2022, respectively, and cash flows for the three-months ended March 31, 2023, and 2022, respectively. The results of operations for the three-months ended March 31, 2023 and 2022, respectively, are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenues and expenses reported during the period. Actual results could differ from estimates. The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended December 31, 2022, which was included in Form 10-K filed with the SEC on February 24, 2023. The accompanying condensed unaudited consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. Certain reclassifications have been made to amounts presented in our condensed unaudited consolidated statement of cash flows for the three months ended March 31, 2022 to conform to the presentation for the three months ended March 31, 2023. (b) Revenue Recognition Revenue arises primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customer usage of technology. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to an exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues. When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the goods or services transferred and presents the revenue and expense based on the fair value of the goods or services provided or received. Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $5,173 and $2,325 as of March 31, 2023 and December 31, 2022, respectively, and are included in the account receivables, net, in the condensed unaudited consolidated balance sheets. Contract liabilities consists of deferred revenues that represent amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the three months ended March 31, 2023 and 2022, the Company billed and collected $3,096 and $14,643 in advance, respectively, and recognized $1,616 and $15,810, respectively, as revenues. As of March 31, 2023 and December 31, 2022, the deferred revenues were $3,708 and $2,228, respectively. Remaining Performance Obligations Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors. As of March 31, 2023, the Company's remaining performance obligations for the next and were approximately $54,600 and $75,700, respectively. Disaggregation of revenues from contract with customers The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be Direct Platform Revenues. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenues. The following table summarizes disaggregation for the three months ended March 31, 2023 and 2022, respectively.
Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets. (c) Stock-based compensation and other stock-based payments: The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, performance stock units (“PSUs”), shares purchased under its employee stock purchase plan and stock options granted to the employees, consultants or advisors and non-employee directors, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. The Company accounts for the modification to already issued awards as per guidance in ASC 718-20-35-3 (Refer to "Note 9. Stock-Based Compensation"). The Company accounts for all stock options and restricted shares granted prior to the IPO using a fair value-based method. The fair value of each stock option granted to employees is estimated on the date of the grant using the Black-Scholes-Merton option pricing model, and the related stock-based compensation is recognized over the expected life of the option. The fair value of the restricted shares granted prior to the IPO was determined using the Monte-Carlo simulation method and for the restricted shares granted post-IPO is based on the Company’s closing stock price as of the day prior to the date of the grants. The Company accounts for the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation. The Company accounts for its PSU awards based on the fair value determined using the Monte Carlo simulation method and for its ESPP plan using the Black-Scholes-Merton model, by a third-party valuation firm engaged by the Company. The Company recognizes the stock-based compensation related to these plans on a straight-line basis over the vesting terms associated with these plans. (d) Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required financial segment information can be found in the condensed unaudited consolidated financial statements. Revenues and long-lived assets by geographic region are based on the physical location of the customers being served or the assets and are as follows: Revenues by geographical region consisted of the following;
Total long-lived assets (including right-to-use asset) by geographical region consisted of the following;
(e) Concentration of Credit Risk No customer accounted for more than 10% of the Company’s total revenues during the three months ended March 31, 2023 and 2022. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of March 31, 2023 and December 31, 2022, respectively, there was no customer that represented more than 10% of accounts receivables balance as of each of those dates. The Company continuously monitors whether there is an expected credit loss arising from customers and accordingly make provisions as warranted. As of the three months ended March 31, 2023, no provision was warranted or recorded. (f) Operating leases: On January 1, 2022, the Company adopted ASC 842, Leases, and recognized right to use assets and operating lease liabilities in its consolidated balance sheets. The Company held an emerging growth company status for 2022, therefore it elected the option to present the impact of adoption within the annual financial statements for the year ended December 31, 2022 and interim statements thereafter. The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. A contract is or contains a lease when, (1) the contract contains an identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. Right-to-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. Operating leases with a duration of one year or less are excluded from right-of-use assets and lease liabilities and related expense is recorded as incurred. As the rate implicit for each of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. Right-of-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense is a combination of interest on lease liability and amortization of right-of-use assets. Operating lease expenses are included in general and administrative expenses in the condensed unaudited consolidated statements of operations and comprehensive loss. Refer to "Note 10 - Leases" for additional information. New accounting pronouncements In October 2021, the FASB released ASU No. 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, however early adoption is permitted. The guidance is applicable and as such adopted by the Company beginning from January 1, 2023. However, the adoption of ASU 2021-08 did not have any material impact on the Company's condensed unaudited consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” ASU No. 2016-13 requires entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model affects how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the Company adopted the new guidance for the annual reporting period beginning January 1, 2023 and interim periods within that reporting period. The standard applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The adoption of new ASU did not have any material impact on the Company's condensed unaudited consolidated financial statements. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets | 3. Intangible Assets The details of intangible assets and related accumulated amortization are set forth below:
Amortization expense of intangibles for the three months ended March 31, 2023 and 2022 was $4,824 and $5,812, respectively. Weighted average useful life of the unamortized intangibles as of March 31, 2023 was 3.26 years. Based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization expense over the next five years and beyond are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill |
3 Months Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||
| Goodwill Disclosure [Abstract] | ||||||||||||||||||||||||||
| Goodwill | 4. Goodwill Following is a summary of the carrying value of goodwill:
There were no events during the three months ended March 31, 2023 to which an impairment analysis would be warranted. |
Acquisitions |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Business Combinations [Abstract] | |
| Acquisitions | 5. Acquisitions The Company uses the purchase method of accounting in accordance with ASC 805, Business Combinations. This standard requires that the total cost of an acquisition be allocated to the tangible and intangible assets acquired and liabilities assumed based on the fair value of the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates and assumptions used in assessing fair value are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date. Acquisition-related expenses are expensed when incurred. The Company may also agree to pay a portion of the purchase price for certain acquisitions in the form of contingent consideration. The unpaid amounts of these liabilities are included in the acquisition-related liabilities on the condensed unaudited consolidated balance sheets as of March 31, 2023 and December 31, 2022.
(a) WhatCounts, Inc. On March 1, 2023, the Company entered into an asset purchase agreement with the Output Services Group, Inc. to purchase certain assets of WhatCounts, Inc. ("WhatCounts"), including customer contracts, technology assets and certain employees who were engaged in these businesses. The Company concluded the transaction represents an acquisition of a business under ASC 805, Business Combinations. The total consideration of WhatCounts acquisition is $15,990, including $1,011 as estimated earn-outs based on the achievement of certain operating targets of the acquired businesses, and $128 as working capital adjustment. The Company has recorded this transaction based on the preliminary purchase price allocation. Accordingly, the Company has recognized $560 as customer relationships intangibles, $6,420 as completed technologies, $7,944 as goodwill and $1,066 as other net assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 3.2 years. Prior to the acquisition, WhatCounts' technology asset was being used as an Email Service Provider (“ESP”) serving large enterprises, the middle market, and Small and Medium Businesses (“SMBs”). Therefore, the Company paid a premium to acquire these assets, which is represented as Goodwill in the above purchase price allocation. The Company incurred $203 as acquisition-related expenses related to this acquisition. Goodwill acquired by the Company in its WhatCounts acquisition is deductible for tax purposes.
(b) ArcaMax Publishing, Inc. On March 11, 2022, the Company entered into a stock purchase agreement with the seller of ArcaMax Publishing, Inc., (“ArcaMax”) to purchase all of its issued and outstanding shares of common stock. The stock purchase agreement was effective March 1, 2022. The fair value of the aggregate purchase consideration for the ArcaMax acquisition was $26,925. The Company paid cash consideration of $9,386 (including a working capital adjustment of $386), issued 926,785 shares of Class A common stock with a fair value of $10,000, and agreed to pay certain earn-outs valued at $6,577 based on the operating performance of the acquired business after the closing date in cash and in shares of the Company, $962 in cash holdback. During the year ended December 31, 2022, the Company finalized the purchase price allocation for its ArcaMax acquisition. Accordingly, the Company has recognized $5,100 as customer relationships intangibles, $5,700 as completed technologies, $18,588 as goodwill, $2,850 as deferred tax liability and $387 as other net assets associated with this acquisition. The Company amortizes the intangible assets over the weighted average life of 5 years. Prior to the acquisition, ArcaMax was a leader in the development and distribution of more than 400 interest-based newsletters to consumers in the United States, distributing news and syndicating features to a growing opted-in subscriber audience of four million readers. Therefore, the Company paid a premium to acquire ArcaMax assets, which is represented as Goodwill in the above purchase price allocation. The Company incurred $344 as acquisition-related expenses related to this acquisition. Goodwill acquired by the Company in its ArcaMax acquisition is not deductible for tax purposes. |
Acquisition Related Liabilities |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition Related Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition Related Liabilities | 6. Acquisition-Related Liabilities The following is a summary of acquisition-related liabilities:
During the three months ended March 31, 2023, the businesses acquired by the Company in its Apptness and ArcaMax acquisitions have performed better than the estimates used for the initial purchase price allocation, as such the Company recorded the changes in the fair value of the earn-outs, which are included in "other expenses" on the condensed unaudited consolidated statements of operations and comprehensive loss and "others, net" on the condensed unaudited consolidated statements of cash flows. The Company is a party to a litigation matter in relation to certain acquisition-related liabilities for its eBay CRM acquisition dated November 2, 2015. The Company has recorded a liability of $8,000 as of March 31, 2023, which is still being contested by the Company and in view of the numerous legal, technical and factual issues involved in these lawsuits, the Company may resolve the remaining liabilities in any amount higher or lower than the accruals. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facilities |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Line of Credit Facility [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Credit Facilities | 7. Credit Facilities The Company’s long-term borrowings are as follows:
On February 3, 2021, the Company entered into a $222,500 Senior Secured Credit Facility (“Senior Secured Credit Facility”) with a syndicate of financial institutions and institutional lenders, which consists of (i) a $73,750 initial revolving facility, (ii) a $111,250 term loan facility, and (iii) a $37,500 in incremental revolving facility commitment. On March 23, 2023, the Company entered a $25,000 incremental revolving facility commitment (the “2023 Incremental Revolving Commitment”), thereby increasing the total credit facility of the Company to $247,500. Out of the total credit facility, $54,063 remains undrawn as of March 31, 2023. In addition, the Company has an outstanding letter of credit amounting to $1,244 against the available revolving credit facility. The credit facility was fully secured by the financial institution with a first lien on the Company’s assets. Interest on the current outstanding balances is payable quarterly and calculated using a SOFR rate of no lower than SOFR+2.125% and no higher than SOFR+2.625% based on the Company’s consolidated net leverage ratio stated in the credit agreement. The effective interest rate on this debt for the three months ended March 31, 2023 was 6.9%. The extensions of credit may be used solely (a) to refinance existing indebtedness, (b) to pay any expenses associated with this line of credit agreement, (c) for acquisitions, and (d) for other general corporate purposes. The Company is required to repay the principal balance and any unpaid accrued interest on the Senior Secured Credit Facility on February 3, 2026. During the three months ended March 31, 2023, the Company borrowed $2,813 against the revolver facility and repaid the same amount against the term loan under the credit facility. The Senior Secured Credit Facility contains certain financial maintenance covenants including consolidated net leverage ratio and consolidated fixed charge coverage ratio. In addition, this agreement contains restrictive covenants that may limit the Company’s ability to, among other things, acquire equity interests of the Company from its stockholders, repurchase / retire any of the Company’s securities, and pay dividends or distribute excess cash flow. Additionally, the Company is required to submit periodic financial covenant letters that would include current net leverage ratio and fixed charge coverage ratio, among others. As of March 31, 2023, the applicable total leverage ratio and fixed charge coverage ratio were 2.75 and 1.25, respectively, and the Company was in compliance with these covenants. As of March 31, 2023, the repayment schedule for the long-term borrowings was as follows:
*Includes $11,250 repayable against the term loan facility within the twelve-month period ending March 31, 2024. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the condensed unaudited consolidated balance sheets as of March 31, 2023. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies | 8. Commitments and Contingencies (a) Purchase obligations The Company entered into non-cancellable vendor agreements to purchase services. As of March 31, 2023, the Company was party to outstanding purchase contracts as follows:
(b) Lease commitments Refer to "Note 10. Leases" for Company's future lease commitments.
(c) Other contingencies The Company is a party to various litigations and administrative proceedings related to claims arising from its operations in the ordinary course of business including in relation to certain contingent purchase price obligations noted above. The Company records provisions for losses when claims become probable, and the amounts are estimable. Although the outcome of these matters cannot be predicted with certainty, the Company’s management believes that the resolution of the matters will not have a material effect on the Company’s business, results of operations, financial condition, or cash flows. See “Note 6. Acquisition-Related Liabilities” for additional information. |
|||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-Based Compensation | 9. Stock-Based Compensation Stock-based compensation plan In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan and, in 2017, the Company adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”). The Plans permitted the issuance of stock options, restricted stock and restricted stock units to employees, directors and officers, consultants or advisors and non-employee directors of the Company. Options granted under the Plans expire no later than ten years from the grant date. Prior to the IPO, the restricted stock and restricted stock units granted under the Plans generally did not vest until a change in control. Upon a change in control, restricted stock and restricted stock units vest as to 25% of the shares with the balance of the shares vesting in equal quarterly installments following the change in control over the remainder of a five-year term from the original date of grant. The restricted stock and restricted stock units fully vest upon a change in control to the extent five years has passed from the original date of grant of the restricted stock or restricted stock units. Since the vesting of these awards was contingent upon the change of control event, which was not considered probable until it occurs, the Company did not record any stock-based compensation for such awards prior to the IPO, a change in control event. The stock-based compensation has been recognized following the vesting of restricted stock, restricted stock units and options as described below. In connection with the IPO, the Company adopted the Zeta Global Holdings Corp. 2021 Incentive Award Plan (the “2021 Plan”), which was effective as of the day prior to the first public trading date of our Class A common stock. All restricted stock, restricted stock units and options granted since the IPO have been granted under the 2021 Plan. Under the 2021 Plan, with certain exceptions as permitted by the 2021 Plan, 25% of the shares shall vest upon the first anniversary of the grant date and balance shall vest in equal quarterly installments over the remainder of a four year term. During the three months ended March 31, 2023 and 2022, the Company recognized stock-based compensation expense of $64,462 and $73,736, respectively. Restricted Stock and Restricted Stock Units As noted above, the Company’s restricted stock and restricted stock units granted prior to the IPO did not vest until a change of control. On March 24, 2021, the Company’s board of directors approved a modification in the vesting terms of its restricted stock and restricted stock unit awards. This modification was accounted for under the guidance in ASC 718-20-35-3. Given the vesting of the modified awards contained a performance condition associated with the IPO, the Company had determined that the modification was considered improbable-to-improbable under ASC 718-20-55-118 through 119. The Company recognized compensation expense over the modified vesting terms, based on the fair value as of the date of modification. During the three months ended March 31, 2023, the Company's board of directors approved the modification of the vesting schedule of certain awards granted prior to the IPO, such that the modification accelerated the vesting of those grants. These modifications were accounted for in accordance with ASC 718-20-35-3 and did not have any material impact on the stock-based compensation during the three months ended March 31, 2023. Following is the activity of restricted stock and restricted stock units granted by the Company:
(1) During the three months ended March 31, 2023, the Company granted 814,177 restricted stock and 50,000 restricted stock units to its employees, advisors and non-employee directors. (2) During the three months ended March 31, 2023, 208,969 restricted stock and 18,452 restricted stock units were forfeited. (3) Includes 38,521,054 unvested Class A restricted stock, 15,617,402 unvested Class B restricted stock and 1,071,474 unvested restricted stock units as of March 31, 2023. Stock options Following is the summary of transactions under the Company’s stock option plan:
The Company did not issue any options during the three months ended March 31, 2023.
Performance Stock Unit (“PSU”) Award Under the 2021 Plan, the Compensation Committee of the Board of Directors approved the grant of PSUs to certain employees during the year ended on December 31, 2022 and 2021. Each PSU represents the right to receive shares of Class A common stock as set forth in the PSU grant agreement or, at the option of the Company, an equivalent amount of cash. Participants have no right to the distribution of any shares or payment of any cash until the time (if ever) the PSUs are earned and have vested. Each PSU provides for the right to receive a dividend equivalent to the value of any ordinary cash dividends paid on substantially all the outstanding shares of Class A common stock if the PSUs are earned and vested. Upon achievement of certain price conditions, the PSUs could result in the issuance of up to 500% of the PSUs granted in Class A common stock. Such number of shares of Class A common stock shall be earned as a percentage of the PSUs granted, based on the 20-day volume-weighted average closing price per share (“VWAP”) for each quarter. The number of PSUs earned for such quarter shall be reduced by the number of PSUs, if any, earned in any prior quarter. Earned PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date, subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control. As of March 31, 2023, the Company had 3,479,500 outstanding PSUs with the weighted average grant date fair value of $12.38. The Company did not issue any PSUs during the three months ended March 31, 2023. 2021 Employee Stock Purchase Plan (“ESPP”) On July 28, 2021, the Compensation Committee of the Board of Directors approved the Company’s first offering period under the ESPP, which commenced on August 1, 2021 and ended November 30, 2021. Following the end of the first offering period, the ESPP shall have consecutive offering periods of approximately six months in length commencing each year on December 1 and June 1 and ending on each May 31 and November 30, as applicable. The fair value of the offering that commenced on December 1, 2022 was estimated at $3.69 per share, and expected to result in an issuance of approximately 212,998 shares of Class A common stock under this offering that will end on May 31, 2023. Unrecognized compensation expense The Company has $303,809 of unrecognized compensation expense related to its 55,209,930 unvested restricted stock and restricted stock units, 3,479,500 performance stock units, 533,110 unvested options and approximately 212,998 shares of Class A common stock to be issued under the ESPP. This unrecognized stock-based compensation will be recognized over a weighted average period of 1.06 years. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases | 10. Leases The Company maintains leased offices in the United States of America, United Kingdom, India, Belgium and France. The balances for right-to-use asset and lease liabilities are as follows:
Minimum lease obligations - Future minimum payments under all operating leases (including leases with a duration of one year or less) as of March 31, 2023 are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Stockholders' Equity Note [Abstract] | |
| Stockholders' Equity | 11. Stockholders’ Equity Share repurchase plan On August 3, 2022, the Company’s Board of Directors authorized a stock repurchase and withholding program of up to $50,000 in the aggregate for (i) repurchases of the Company’s outstanding Class A common stock through December 31, 2024 (the “2022 SRP”) and (ii) the withholding of shares as an alternative to market sales by certain executives to satisfy tax withholding requirements upon vesting of restricted stock awards (the “RSA Withholding Program"). During the three months ended March 31, 2023, the Company repurchased 655,397 shares for a value of $6,551, including shares repurchased in conjunction with tax withholdings for the executives. As of March 31, 2023, $33,841 worth of shares remained available for purchase under this discretionary plan. Conversion of Common Class B to Class A During the three months ended March 31, 2023, 50,000 shares of Class B common stock were converted into shares of Class A common stock upon transfer pursuant to the terms of our amended and restated certificate of incorporation. |
Fair Value Disclosures |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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, Level 2 and Level 3. Level 1 is defined as observable inputs such as quoted prices in active markets for identical assets; Level 2 is defined as observable inputs other than Level 1 prices such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 is defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. The following table represents the fair value of the financial instruments measured at fair value on a recurring basis:
* Includes cash invested by the Company in certain money market accounts with a financial institution. The following table reconciles the changes in the fair value of the liabilities categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2023:
In connection with certain business combinations, the Company may owe additional purchase consideration (contingent consideration included in the acquisition-related liabilities) based on the financial performance of the acquired entities after their acquisition. The fair value of the contingent consideration was determined using an unobservable input such as projected revenues, collections of accounts receivables, etc. Changes in any of the assumptions related to the unobservable inputs identified above may change the fair value of the contingent consideration. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | 13. Related Party Transactions
Casting Made Simple Corp. (“CMS”) is an entity owned by the Caivis Group (the Company's Chief Executive Officer owns a controlling interest in the Caivis Group) and the Chief Executive Officer’s spouse. On December 28, 2018, the Company entered into an agreement with CMS to monetize traffic generated through websites owned by CMS and give a profit share to CMS. The profit shared by the Company with CMS, amounted to $52 and $47 for the three months ended March 31, 2023 and March 31, 2022, respectively, was recognized as direct cost of revenues in the condensed unaudited consolidated statements of operations and comprehensive loss. As of March 31, 2023 and December 31, 2022, the Company had outstanding payables of $25 and $25, respectively, to CMS and included in the “accounts payable and accrued expenses” in the condensed unaudited consolidated balance sheets. |
Income Taxes |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| 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 tax provision with the annual effective rate that it expects to achieve for the full year. At each interim period, the Company updates its estimate of the annual effective tax rate and records cumulative adjustments as necessary. For the three months ended March 31, 2023, the Company recorded an income tax provision of $198. The effective tax rate for the three months ended March 31, 2023 was negative 0.3% on a pre-tax loss of $56,757. For the three months ended March 31, 2022, the Company recorded an income tax benefit of $2,599. The effective tax rate for the three months ended March 31, 2022 was 3.5% on a pre-tax loss of $74,636. The effective tax rate differs from the U.S. statutory rate primarily related to limited tax benefit recorded for U.S. operating losses as the Company maintains a full valuation allowance against its U.S. deferred tax assets. |
Net Loss Per Share Attributable to Common Stockholders |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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 method, by dividing the net loss by the weighted-average number of shares of common stock of the Company outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock of the Company, outstanding stock options, warrants, to the extent dilutive. However, the unvested restricted stock, restricted stock units and performance stock units as of March 31, 2023 and 2022 of 58,689,430 and 72,143,160 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:
Since the Company was in a net loss position for all periods presented, the inclusion of all potential common equivalent shares outstanding would have been anti-dilutive. Therefore net loss per share attributable to common stockholders was the same on a basic and diluted basis. Anti-dilutive weighted-average common equivalent shares were as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Events |
3 Months Ended |
|---|---|
Mar. 31, 2023 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 16. Subsequent Events On April 19, 2023, the Compensation Committee of the Board of Directors approved the grant of 1,538,925 PSUs under the Company’s 2021 Incentive Award Plan. Upon achievement of certain conditions, the PSUs could result in the issuance of up to 4,616,775 shares of Class A common stock, through the achievement period that ends on December 31, 2027. Further, the Compensation Committee also approved 4,105,425 restricted stock awards to be granted for certain employees. These awards will vest based on the vesting schedule of such awards under 2021 Incentive Award Plan. |
Basis of Presentation and Summary of Significant Accounting Policies (Policies) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Principles of Consolidation | (a) Principles of Consolidation The accompanying condensed unaudited consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Accordingly, the condensed unaudited consolidated financial statements may not include all of the information and notes required by GAAP for audited financial statements. The year-end December 31, 2022 consolidated financial statements data included herein was derived from audited financial statements but does not include all disclosures required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of items of a normal and recurring nature, necessary to present fairly the Company’s financial position as of March 31, 2023, the results of operations, comprehensive loss and stockholders’ equity for the three-months ended March 31, 2023 and 2022, respectively, and cash flows for the three-months ended March 31, 2023, and 2022, respectively. The results of operations for the three-months ended March 31, 2023 and 2022, respectively, are not necessarily indicative of the results to be expected for the full year. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts of assets and liabilities, and related disclosures, as of the date of the financial statements, and the amounts of revenues and expenses reported during the period. Actual results could differ from estimates. The accompanying condensed unaudited consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the accompanying notes for the year ended December 31, 2022, which was included in Form 10-K filed with the SEC on February 24, 2023. The accompanying condensed unaudited consolidated financial statements include the accounts of Zeta and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The Company’s management considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. Subsequent events have been evaluated through the date of issuance of these financial statements. Certain reclassifications have been made to amounts presented in our condensed unaudited consolidated statement of cash flows for the three months ended March 31, 2022 to conform to the presentation for the three months ended March 31, 2023. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Revenue Recognition | (b) Revenue Recognition Revenue arises primarily from the Company’s technology platform via subscription fees, volume-based utilization fees and fees for professional services designed to maximize the customer usage of technology. Revenues are recognized when control of these services is transferred to the customers, in an amount that reflects the consideration we expect to be entitled to an exchange for those services. Sales and other taxes collected by the Company concurrent with revenue-producing activities are excluded from revenues. When the Company enters into contracts with third parties in which the Company is acting as both a vendor and a customer, the Company performs an assessment of the goods or services transferred and presents the revenue and expense based on the fair value of the goods or services provided or received. Contract assets and liabilities Contract assets represent revenue recognized for contracts that have not been invoiced to customers. Total contract assets were $5,173 and $2,325 as of March 31, 2023 and December 31, 2022, respectively, and are included in the account receivables, net, in the condensed unaudited consolidated balance sheets. Contract liabilities consists of deferred revenues that represent amounts billed to the customers in excess of the revenue recognized. Deferred revenues are subsequently recorded as revenues when earned in accordance with the Company’s revenue recognition policies. During the three months ended March 31, 2023 and 2022, the Company billed and collected $3,096 and $14,643 in advance, respectively, and recognized $1,616 and $15,810, respectively, as revenues. As of March 31, 2023 and December 31, 2022, the deferred revenues were $3,708 and $2,228, respectively. Remaining Performance Obligations Remaining performance obligations represents contractual obligations that are not yet fulfilled. Revenues for such contractual obligations will be recognized in future periods. The remaining performance obligations are influenced by several factors, including seasonality, the timing of renewals, average contract terms and foreign currency exchange rates. The remaining performance obligations are subject to future economic risks including counterparty risks, bankruptcies, regulatory changes and other market factors. As of March 31, 2023, the Company's remaining performance obligations for the next and were approximately $54,600 and $75,700, respectively. Disaggregation of revenues from contract with customers The Company reports disaggregation of revenues based on primary geographical markets and delivery channels / platforms. Revenues by delivery channels / platforms are based on whether the customer requirements necessitate integration with platforms or delivery channels not owned by the Company. When the Company generates revenues entirely through the Company platform, the Company considers it to be Direct Platform Revenues. When the Company generates revenue by leveraging its platform’s integration with third parties, it is considered Integrated Platform Revenues. The following table summarizes disaggregation for the three months ended March 31, 2023 and 2022, respectively.
Refer to the Company’s accounting policy on “Segments” below for more information about disaggregation based on primary geographical markets. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation and other stock-based payments: | (c) Stock-based compensation and other stock-based payments: The measurement of stock-based compensation for all stock-based payment awards, including restricted stock, performance stock units (“PSUs”), shares purchased under its employee stock purchase plan and stock options granted to the employees, consultants or advisors and non-employee directors, is based on the estimated fair value of the awards on the date of grant or date of modification of such grants. The Company accounts for the modification to already issued awards as per guidance in ASC 718-20-35-3 (Refer to "Note 9. Stock-Based Compensation"). The Company accounts for all stock options and restricted shares granted prior to the IPO using a fair value-based method. The fair value of each stock option granted to employees is estimated on the date of the grant using the Black-Scholes-Merton option pricing model, and the related stock-based compensation is recognized over the expected life of the option. The fair value of the restricted shares granted prior to the IPO was determined using the Monte-Carlo simulation method and for the restricted shares granted post-IPO is based on the Company’s closing stock price as of the day prior to the date of the grants. The Company accounts for the forfeitures, as they occur. The Company uses the graded vesting attribution method to recognize the stock-based compensation. The Company accounts for its PSU awards based on the fair value determined using the Monte Carlo simulation method and for its ESPP plan using the Black-Scholes-Merton model, by a third-party valuation firm engaged by the Company. The Company recognizes the stock-based compensation related to these plans on a straight-line basis over the vesting terms associated with these plans. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Segments | (d) Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM is the Chief Executive Officer. Since it operates as one operating segment, all required financial segment information can be found in the condensed unaudited consolidated financial statements. Revenues and long-lived assets by geographic region are based on the physical location of the customers being served or the assets and are as follows: Revenues by geographical region consisted of the following;
Total long-lived assets (including right-to-use asset) by geographical region consisted of the following;
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Concentration of Credit Risk | (e) Concentration of Credit Risk No customer accounted for more than 10% of the Company’s total revenues during the three months ended March 31, 2023 and 2022. Financial instruments that potentially subject the Company to concentration risk consist primarily of accounts receivable from customers. As of March 31, 2023 and December 31, 2022, respectively, there was no customer that represented more than 10% of accounts receivables balance as of each of those dates. The Company continuously monitors whether there is an expected credit loss arising from customers and accordingly make provisions as warranted. As of the three months ended March 31, 2023, no provision was warranted or recorded. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Operating leases | (f) Operating leases: On January 1, 2022, the Company adopted ASC 842, Leases, and recognized right to use assets and operating lease liabilities in its consolidated balance sheets. The Company held an emerging growth company status for 2022, therefore it elected the option to present the impact of adoption within the annual financial statements for the year ended December 31, 2022 and interim statements thereafter. The Company determines if an arrangement is, or contains, a lease at inception, and whether lease and non-lease components are combined or not. A contract is or contains a lease when, (1) the contract contains an identified asset and (2) the customer obtains substantially all of the economic benefits from the use of that underlying asset and directs how and for what purpose the asset is used during the term of the contract in exchange for consideration. Right-to-use assets and lease liabilities are initially recorded based on the present value of lease payments over the lease term, which includes the minimum unconditional term of the lease, and may include options to extend or terminate the lease when it is reasonably certain at the commencement date that such options will be exercised. Operating leases with a duration of one year or less are excluded from right-of-use assets and lease liabilities and related expense is recorded as incurred. As the rate implicit for each of the Company's leases is not readily determinable, the Company uses its incremental borrowing rate at commencement date in determining the present value of lease payments. Right-of-use assets also include any initial direct costs and any lease payments made prior to the lease commencement date and are reduced by any lease incentives received. Lease expense is recognized on a straight-line basis over the term of the lease. Lease expense is a combination of interest on lease liability and amortization of right-of-use assets. Operating lease expenses are included in general and administrative expenses in the condensed unaudited consolidated statements of operations and comprehensive loss. Refer to "Note 10 - Leases" for additional information. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| New accounting pronouncements | New accounting pronouncements In October 2021, the FASB released ASU No. 2021-08, Business Combinations (Topic 805)- Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The amendments in this update require that an entity (acquirer) recognize, and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years and require application of the new accounting guidance at the beginning of the earliest comparative period presented in the year of adoption, however early adoption is permitted. The guidance is applicable and as such adopted by the Company beginning from January 1, 2023. However, the adoption of ASU 2021-08 did not have any material impact on the Company's condensed unaudited consolidated financial statements. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which was subsequently amended in November 2018 through ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” ASU No. 2016-13 requires entities to estimate lifetime expected credit losses for trade and other receivables, net investments in leases, financing receivables, debt securities and other instruments, which will result in earlier recognition of credit losses. Further, the new credit loss model affects how entities in all industries estimate their allowance for losses for receivables that are current with respect to their payment terms. ASU No. 2018-19 further clarifies that receivables arising from operating leases are not within the scope of Topic 326. Instead, impairment from receivables of operating leases should be accounted for in accordance with Topic 842, Leases. As per the latest ASU 2020-02, FASB deferred the timelines for certain small public and private entities, thus the Company adopted the new guidance for the annual reporting period beginning January 1, 2023 and interim periods within that reporting period. The standard applied as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is adopted. The adoption of new ASU did not have any material impact on the Company's condensed unaudited consolidated financial statements. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and Summary of Significant Accounting Policies (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Disaggregation of Revenue | The following table summarizes disaggregation for the three months ended March 31, 2023 and 2022, respectively.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 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;
Total long-lived assets (including right-to-use asset) by geographical region consisted of the following;
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Intangible Assets and Related Accumulated Amortization | The details of intangible assets and related accumulated amortization are set forth below:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Total Estimated Future Amortization Expense | Based on the amount of intangible assets subject to amortization, the Company’s estimated future amortization expense over the next five years and beyond are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill (Tables) |
3 Months Ended | |||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||
| Goodwill Disclosure [Abstract] | ||||||||||||||||||||||||||
| Summary of Goodwill | Following is a summary of the carrying value of goodwill:
|
Acquisition Related Liabilities (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition Related Liabilities [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Acquisition Related Liabilities | The following is a summary of acquisition-related liabilities:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Credit Facilities (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Line of Credit Facility [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule Of Long-Term Borrowings | The Company’s long-term borrowings are as follows:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Maturities of Long-term Debt | As of March 31, 2023, the repayment schedule for the long-term borrowings was as follows:
*Includes $11,250 repayable against the term loan facility within the twelve-month period ending March 31, 2024. The Company intends to draw against the available revolving facility to pay off term loan installments and therefore the total borrowings are included in “Long-term borrowings” on the condensed unaudited consolidated balance sheets as of March 31, 2023. |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||
| Commitments and Contingencies Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Long-term Purchase Commitment | The Company entered into non-cancellable vendor agreements to purchase services. As of March 31, 2023, the Company was party to outstanding purchase contracts as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||
Stock-Based Compensation (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company | Following is the activity of restricted stock and restricted stock units granted by the Company:
(1) During the three months ended March 31, 2023, the Company granted 814,177 restricted stock and 50,000 restricted stock units to its employees, advisors and non-employee directors. (2) During the three months ended March 31, 2023, 208,969 restricted stock and 18,452 restricted stock units were forfeited. (3)
Includes 38,521,054 unvested Class A restricted stock, 15,617,402 unvested Class B restricted stock and 1,071,474 unvested restricted stock units as of March 31, 2023. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Transaction under the Company Stock Option Plan | Following is the summary of transactions under the Company’s stock option plan:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Leases (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Leases [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Right-of-Use Asset and Lease Liabilities | The balances for right-to-use asset and lease liabilities are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Future Minimum Payments Under Operating Leases | Minimum lease obligations - Future minimum payments under all operating leases (including leases with a duration of one year or less) as of March 31, 2023 are as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of Financial Instruments Measured At Fair Value On a Recurring Basis | The following table represents the fair value of the financial instruments measured at fair value on a recurring basis:
* 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 three months ended March 31, 2023:
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Per Share Attributable to Common Stockholders (Tables) |
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Summary of basic and diluted net loss per share | The following table sets forth the calculation of basic and diluted net loss per share attributable to common stockholders during the periods presented:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Schedule of Anti-Dilutive Common Equivalent Shares | Anti-dilutive weighted-average common equivalent shares were as follows:
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization and Background - Additional Information (Detail) - $ / shares |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Common Class A [Member] | ||
| Product Information [Line Items] | ||
| 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 | 175,724,392 | 175,266,917 |
| 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 | 31,723,379 | 32,099,302 |
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
|
Mar. 31, 2023
USD ($)
Segment
|
Mar. 31, 2022
USD ($)
|
Dec. 31, 2022
USD ($)
|
|
| Accounting Policies [Line Items] | |||
| Contract assets | $ 5,173 | $ 2,325 | |
| Amount billed and collected in advance | 3,096 | $ 14,643 | |
| Revenue recognised out of advance receipt | 1,616 | $ 15,810 | |
| Deferred revenue | $ 3,708 | 2,228 | |
| Number of operating segments | Segment | 1 | ||
| Concentration risk percentage | 10.00% | 10.00% | |
| Non-Current Operating lease liabilities | $ 7,464 | 7,877 | |
| Right-to-use asset | $ 6,931 | $ 7,388 | |
| Accounts Receivable [Member] | |||
| Accounting Policies [Line Items] | |||
| Concentration risk percentage | 10.00% | 10.00% | |
| Accounting Standards Update 2021-08 [Member] | |||
| Accounting Policies [Line Items] | |||
| Change in accounting principle, accounting standards update, adopted | true | ||
| Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
| Change in accounting principle, accounting standards update, immaterial effect | true | ||
| Accounting Standards Update 2016-13 [Member] | |||
| Accounting Policies [Line Items] | |||
| Change in accounting principle, accounting standards update, adopted | true | ||
| Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2023 | ||
| Change in accounting principle, accounting standards update, immaterial effect | true | ||
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information 1 (Details) $ in Thousands |
Mar. 31, 2023
USD ($)
|
|---|---|
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |
| Accounting Policies [Line Items] | |
| Revenue, remaining performance obligation, amount | $ 54,600 |
| Revenue, remaining performance obligation, expected timing of satisfaction, period | 12 months |
| Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-04-01 | |
| Accounting Policies [Line Items] | |
| Revenue, remaining performance obligation, amount | $ 75,700 |
| Revenue, remaining performance obligation, expected timing of satisfaction, period |
Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Detail) - Revenue, Product and Service Benchmark [Member] - Product Concentration Risk [Member] |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Direct Platform Revenues [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenues | 71.00% | 81.00% |
| Integrated Platform Revenues [Member] | ||
| Disaggregation of Revenue [Line Items] | ||
| Revenues | 29.00% | 19.00% |
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 | ||
|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
|
| Revenues from External Customers and Long-Lived Assets [Line Items] | |||
| Revenues | $ 157,602 | $ 126,268 | |
| Operating Segments [Member] | |||
| Revenues from External Customers and Long-Lived Assets [Line Items] | |||
| Revenues | 157,602 | 126,268 | |
| Long-lived assets | 48,292 | $ 50,082 | |
| Operating Segments [Member] | US [Member] | |||
| Revenues from External Customers and Long-Lived Assets [Line Items] | |||
| Revenues | 150,406 | 119,988 | |
| Long-lived assets | 46,209 | 47,858 | |
| Operating Segments [Member] | International [Member] | |||
| Revenues from External Customers and Long-Lived Assets [Line Items] | |||
| Revenues | 7,196 | $ 6,280 | |
| Long-lived assets | $ 2,083 | $ 2,224 | |
Intangible Assets - Summary of Intangible Assets and Related Accumulated Amortization (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross value | $ 139,218 | $ 127,925 |
| Accumulated amortization | 88,391 | 83,567 |
| Net value | 50,827 | 44,358 |
| Data supply relationships | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross value | 29,627 | 25,314 |
| Accumulated amortization | 10,711 | 8,242 |
| Net value | 18,916 | 17,072 |
| Trade names | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross value | 2,720 | 2,720 |
| Accumulated amortization | 2,664 | 2,650 |
| Net value | 56 | 70 |
| Completed technologies | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross value | 35,212 | 28,792 |
| Accumulated amortization | 23,032 | 22,320 |
| Net value | 12,180 | 6,472 |
| Customer relationships | ||
| Finite-Lived Intangible Assets [Line Items] | ||
| Gross value | 71,659 | 71,099 |
| Accumulated amortization | 51,984 | 50,355 |
| Net value | $ 19,675 | $ 20,744 |
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Intangible Assets Disclosure [Abstract] | ||
| Amortization expense | $ 4,824 | $ 5,812 |
| Weighted average useful life of the unamortized intangibles | 3 years 3 months 3 days | |
Intangible Assets - Summary of Total Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
| Remaining nine months of 2023 | $ 15,598 | |
| 2024 | 16,335 | |
| 2025 | 10,334 | |
| 2026 | 4,630 | |
| 2027 | 2,462 | |
| 2028 and thereafter | 1,468 | |
| Net value | $ 50,827 | $ 44,358 |
Goodwill - Summary of Goodwill (Detail) $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2023
USD ($)
| |
| Goodwill [Line Items] | |
| Balance as of January 1, 2023 | $ 133,069 |
| Foreign currency translation | 5 |
| Balance as of March 31, 2023 | 141,018 |
| WhatCounts [Member] | |
| Goodwill [Line Items] | |
| Acquisition | $ 7,944 |
Acquisitions - Additional Information (Detail) $ in Thousands |
3 Months Ended | ||||
|---|---|---|---|---|---|
|
Mar. 01, 2023
USD ($)
|
Mar. 11, 2022
USD ($)
Newsletter
shares
|
Mar. 31, 2023
USD ($)
|
Mar. 31, 2022
USD ($)
|
Dec. 31, 2022
USD ($)
|
|
| Business Acquisition, Date of Acquisition Agreement | |||||
| Recognized of customer relationships as goodwill | $ 141,018 | $ 133,069 | |||
| Acquisition-related expenses | $ 203 | $ 344 | |||
| ArcaMax Publishing, Inc [Member] | |||||
| Business Acquisition, Date of Acquisition Agreement | |||||
| Business combination, purchase consideration | $ 26,925 | ||||
| Recognized of customer relationships intangibles | 5,100 | ||||
| Recognized of customer relationships as goodwill | 18,588 | ||||
| Recognized customer relationships as deferred tax liabilities | $ 2,850 | ||||
| Finite lived intangible assets useful lives | 5 years | ||||
| Acquisition-related expenses | $ 344 | ||||
| Business combination number of interest based newsletters to consumer | Newsletter | 400 | ||||
| Date of agreement | Mar. 11, 2022 | ||||
| Name of acquired entity | ArcaMax Publishing, Inc., (“ArcaMax”) | ||||
| Payments made during the year | $ 9,386 | ||||
| Earnouts based on the operating performance | 6,577 | ||||
| Business combination, cash holdback | 962 | ||||
| Business combination working capital adjustment | 386 | ||||
| Other net assets | 387 | ||||
| ArcaMax Publishing, Inc [Member] | Completed Technologies [Member] | |||||
| Business Acquisition, Date of Acquisition Agreement | |||||
| Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 5,700 | ||||
| ArcaMax Publishing, Inc [Member] | Series A Common Stock [Member] | |||||
| Business Acquisition, Date of Acquisition Agreement | |||||
| Business acquisition, number of shares | shares | 926,785 | ||||
| Business combination, fair value | $ 10,000 | ||||
| WhatCounts Inc [Member] | |||||
| Business Acquisition, Date of Acquisition Agreement | |||||
| Fair value of earn outs | $ 1,011 | ||||
| Recognized of customer relationships intangibles | 560 | ||||
| Recognized of customer relationships as goodwill | $ 7,944 | ||||
| Finite lived intangible assets useful lives | 3 years 2 months 12 days | ||||
| Acquisition-related expenses | $ 203 | ||||
| Date of agreement | Mar. 01, 2023 | ||||
| Name of acquired entity | WhatCounts | ||||
| Payments made during the year | $ 15,990 | ||||
| Business combination working capital adjustment | 128 | ||||
| Other net assets | 1,066 | ||||
| WhatCounts Inc [Member] | Completed Technologies [Member] | |||||
| Business Acquisition, Date of Acquisition Agreement | |||||
| Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment | $ 6,420 | ||||
Acquisition Related Liabilities - Schedule of Acquisition Related Liabilities (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Dec. 31, 2022 |
|
| Schedule of acquisition related liabilities [Line Items] | ||
| Balance as of January 1, 2023 | $ 32,675 | |
| Additions | $ 1,139 | |
| Payments made during the period | (980) | |
| Change in fair value of earn-out | 1,652 | |
| Balance as of March 31, 2023 | 34,486 | |
| eBay CRM [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Balance as of January 1, 2023 | 8,000 | |
| Balance as of March 31, 2023 | 8,000 | |
| IgnitionOne [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Balance as of January 1, 2023 | 1,360 | |
| Balance as of March 31, 2023 | 1,360 | |
| Kinetic Data Solutions, LLC [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Balance as of January 1, 2023 | 892 | |
| Balance as of March 31, 2023 | 892 | |
| Vital Digital, Corp [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Balance as of January 1, 2023 | 2,300 | |
| Change in fair value of earn-out | 76 | |
| Balance as of March 31, 2023 | 2,376 | |
| Apptness [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Balance as of January 1, 2023 | 10,301 | |
| Change in fair value of earn-out | 1,154 | |
| Balance as of March 31, 2023 | 11,455 | |
| ArcaMax [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Balance as of January 1, 2023 | 9,822 | |
| Payments made during the period | (980) | |
| Change in fair value of earn-out | 422 | |
| Balance as of March 31, 2023 | 9,264 | |
| WhatCounts [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Additions | $ 1,139 | |
| Balance as of March 31, 2023 | $ 1,139 |
Acquisition Related Liabilities - Additional Information (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Schedule of acquisition related liabilities [Line Items] | ||
| Additions | $ 1,139 | |
| eBay CRM [Member] | ||
| Schedule of acquisition related liabilities [Line Items] | ||
| Business combination liabilities from contingencies | $ 8,000 |
Credit Facilities - Summary of Long-Term Borrowings (Detail) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
||
|---|---|---|---|---|
| Line of Credit Facility [Line Items] | ||||
| Total borrowings | [1] | $ 185,000 | ||
| Less:Unamortized deferred financing cost | (1,160) | $ (1,047) | ||
| Long term borrowings | 183,840 | 183,953 | ||
| Credit facility [Member] | ||||
| Line of Credit Facility [Line Items] | ||||
| Total borrowings | $ 185,000 | $ 185,000 | ||
| ||||
Credit Facilities - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2023 |
Mar. 23, 2023 |
Feb. 03, 2021 |
|
| Line of Credit Facility [Line Items] | |||
| Total leverage ratio | 2.75 | ||
| Fixed charge coverage ratio | 1.25 | ||
| Line of Credit [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Outstanding balance of the revolving loan | $ 1,244 | ||
| Senior Debt Obligations [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Secured debt | $ 247,500 | $ 222,500 | |
| Debt instrument, maturity date | Feb. 03, 2026 | ||
| Line of credit facility, current borrowing capacity | $ 37,500 | ||
| Line of credit facility, remaining borrowing capacity | $ 54,063 | ||
| Debt instrument, interest rate during period | 6.90% | ||
| Revolving Credit Facility [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Long-term line of credit | $ 2,813 | ||
| Revolving Credit Facility [Member] | Senior Debt Obligations [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Line of credit facility, current borrowing capacity | 73,750 | ||
| Term Facility [Member] | Senior Debt Obligations [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Line credit facility initial term loan withdrawn at closing date | $ 111,250 | ||
| 2023 Incremental Revolving Commitment [Member] | Senior Debt Obligations [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Line of credit facility, current borrowing capacity | $ 25,000 | ||
| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Interest charged on outstanding balance, Interest rate | 2.625% | ||
| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Maximum [Member] | Line of Credit [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Line of credit facility, interest rate description | SOFR+2.625 | ||
| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Minimum [Member] | Line of Credit [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Line of credit facility, interest rate description | SOFR+2.125 | ||
| Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Senior Debt Obligations [Member] | Minimum [Member] | |||
| Line of Credit Facility [Line Items] | |||
| Interest charged on outstanding balance, Interest rate | 2.125% |
Credit Facilities - Summary of Maturities of Long-term Debt (Detail) $ in Thousands |
Mar. 31, 2023
USD ($)
|
|||
|---|---|---|---|---|
| Line of Credit Facility [Abstract] | ||||
| Remaining nine months of 2023 | $ 8,437 | |||
| 2024 | 11,250 | |||
| 2025 | 16,875 | |||
| 2026 | 148,438 | |||
| Total | $ 185,000 | [1] | ||
| ||||
Credit Facilities - Summary of Maturities of Long-term Debt (Parenthetical) (Detail) $ in Thousands |
Mar. 31, 2023
USD ($)
|
|---|---|
| Line of Credit Facility [Abstract] | |
| Repayable of long term debt | $ 11,250 |
Commitments and Contingencies - Summary of Long-term Purchase Commitment (Detail) $ in Thousands |
Mar. 31, 2023
USD ($)
|
|---|---|
| Commitments and Contingencies Disclosure [Abstract] | |
| Remaining nine months of 2023 | $ 25,398 |
| 2024 | 32,142 |
| 2025 | 8,399 |
| 2026 | 1,995 |
| 2027 | 570 |
| Total | $ 68,504 |
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 12 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
Dec. 01, 2022 |
Dec. 31, 2021 |
||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Number of options, Granted | 0 | 575,250 | ||||||||
| Unrecognized compensation expense related to unvested restricted stock | 55,209,930 | [1] | 60,107,275 | |||||||
| Weighted average contractual years | 1 year 21 days | |||||||||
| Share-based payment award, number of shares granted | [2] | 864,177 | ||||||||
| Wighted average exercise price | $ 7.90 | $ 7.90 | $ 3.53 | |||||||
| Share related expenses | $ 64,462 | $ 73,736 | ||||||||
| December 1, 2022 to May 31, 2023 [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Unrecognized compensation expense related to unvested restricted stock | 212,998 | |||||||||
| Common Stock [Member] | Class A Common Stock [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Share-based payment award, number of shares issued | 212,998 | |||||||||
| Stock Options [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Share-based payment award, number of shares issued | 533,110 | |||||||||
| Stock Options [Member] | Maximum [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Share-based award expiration period | 10 years | |||||||||
| Restricted Stock and Restricted Stock Units [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Percentage of vesting of restricted stock and restricted stock units | 25.00% | |||||||||
| 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, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Share-based compensation arrangement by share-based payment award, award vesting period | 5 years | |||||||||
| Unvested Restricted Stock And Restricted Stock Units [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Unrecognized compensation expense | $ 303,809 | |||||||||
| Unvested restricted stock and stock units | 55,209,930 | |||||||||
| Performance Shares [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Weighted average grant date fair value | $ 12.38 | |||||||||
| Share-based Payment Award, Number of Shares Authorized | 3,479,500 | |||||||||
| Share-based payment award, number of shares granted | 0 | |||||||||
| Performance Shares [Member] | Maximum [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Percentage of target PSUs | 500.00% | |||||||||
| Employee Stock [Member] | ||||||||||
| Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||||||||
| Wighted average exercise price | $ 3.69 | |||||||||
| ||||||||||
Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Detail) |
3 Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
|
Mar. 31, 2023
$ / shares
shares
| ||||||||
| Share-Based Payment Arrangement, Disclosure [Abstract] | ||||||||
| Non-vested Shares, Beginning Balance | shares | 60,107,275 | |||||||
| Granted | shares | 864,177 | [1] | ||||||
| Vested | shares | (5,534,101) | |||||||
| Forfeited | shares | (227,421) | [2] | ||||||
| Non-vested Shares, Ending Balance | shares | 55,209,930 | [3] | ||||||
| Non-vested Beginning Balance | $ / shares | $ 10.72 | |||||||
| Granted | $ / shares | 9.25 | [1] | ||||||
| Vested | $ / shares | 10.56 | |||||||
| Forfeited | $ / shares | 10.06 | [2] | ||||||
| Non-vested Ending Balance | $ / shares | $ 10.72 | [3] | ||||||
| ||||||||
Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Parenthetical) (Detail) - shares |
3 Months Ended | ||||
|---|---|---|---|---|---|
Mar. 31, 2023 |
Dec. 31, 2022 |
||||
| Unrecognized compensation expense related to unvested restricted stock | 55,209,930 | [1] | 60,107,275 | ||
| Restricted Stock [Member] | |||||
| Number of shares available for grant | 814,177 | ||||
| Number of shares forfeited during period | 208,969 | ||||
| Unvested Restricted Stock [Member] | |||||
| Unrecognized compensation expense related to unvested restricted stock | 1,071,474 | ||||
| Restricted Stock Units (RSUs) [Member] | |||||
| Number of shares available for grant | 50,000 | ||||
| Number of shares forfeited during period | 18,452 | ||||
| Unvested Class A Restricted Stock [Member] | |||||
| Unrecognized compensation expense related to unvested restricted stock | 38,521,054 | ||||
| Unvested Class B Restricted Stock [Member] | |||||
| Unrecognized compensation expense related to unvested restricted stock | 15,617,402 | ||||
| |||||
Stock-Based Compensation - Summary of Transaction under the Company Stock Option Plan (Detail) - USD ($) |
3 Months Ended | 12 Months Ended | |
|---|---|---|---|
Mar. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
|
| Share-Based Payment Arrangement [Abstract] | |||
| Number of options, Beginning Balance | 1,116,492 | 887,662 | |
| Number of options, Granted | 0 | 575,250 | |
| Number of options, Exercised | (8,500) | (315,430) | |
| Number of options, Forfeited | (11,150) | (30,990) | |
| Number of options, Ending Balance | 1,096,842 | 1,116,492 | 887,662 |
| Weighted average exercise price, Beginning Balance | $ 7.90 | $ 3.53 | |
| Weighted average exercise price, Granted | 10.82 | ||
| Weighted average exercise price, Exercised | 4.86 | 0.63 | |
| Weighted average exercise price, Forfeited | 10.83 | 10.83 | |
| Weighted average exercise price, Ending Balance | $ 7.90 | $ 7.90 | $ 3.53 |
| Weighted average remaining contractual life (years) | 6 years 4 months 28 days | 6 years 8 months 1 day | 4 years 2 months 8 days |
| Aggregate intrinsic value | $ 3,260 | $ 590 | $ 5,280 |
Leases - Summary of Right-of-Use Asset and Lease Liabilities (Details) - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
|---|---|---|
| Leases [Abstract] | ||
| Right-to-use asset | $ 6,931 | $ 7,388 |
| Current Operating lease liabilities | $ 2,030 | $ 2,137 |
| Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current |
| Non-Current Operating lease liabilities | $ 7,464 | $ 7,877 |
| Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent |
Leases - Summary of Future Minimum Payments Under Operating Leases (Details) $ in Thousands |
Mar. 31, 2023
USD ($)
|
|---|---|
| Leases [Abstract] | |
| Remaining nine months of 2023 | $ 1,947 |
| 2024 | 2,134 |
| 2025 | 1,865 |
| 2026 | 1,677 |
| 2027 and thereafter | 3,483 |
| Total undiscounted lease commitments | 11,106 |
| Less: Short term leases and interest component | (1,612) |
| Total discounted operating lease liabilities | $ 9,494 |
| Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | us-gaap:OtherLiabilities |
Stockholders' Equity - Additional Information (Detail) - USD ($) |
3 Months Ended | |||
|---|---|---|---|---|
Mar. 11, 2022 |
Mar. 31, 2023 |
Mar. 31, 2022 |
Aug. 03, 2022 |
|
| Class of Stock [Line Items] | ||||
| Shares repurchased | $ 6,551,000 | |||
| Class A Common Stock [Member] | ||||
| Class of Stock [Line Items] | ||||
| Stock repurchase program, remaining authorized repurchase amount | $ 33,841,000 | |||
| Class A Common Stock [Member] | Maximum [Member] | ||||
| Class of Stock [Line Items] | ||||
| Share repurchase program, authorized value | $ 50,000,000 | |||
| Class A Common Stock [Member] | Common Stock [Member] | ||||
| Class of Stock [Line Items] | ||||
| Stock issued during period, shares conversion of units | 50,000 | 1,000,000 | ||
| Shares repurchased (in shares) | 329,474 | |||
| Series A Common Stock [Member] | ArcaMax [Member] | ||||
| Class of Stock [Line Items] | ||||
| Business acquisition, number of shares | 926,785 | |||
| Business combination, fair value | $ 10,000,000 | |||
| Series A Common Stock [Member] | Common Stock [Member] | ||||
| Class of Stock [Line Items] | ||||
| Shares repurchased (in shares) | 655,397 | |||
Fair Value Disclosures - Summary of Financial Instruments Measured At Fair Value On a Recurring Basis (Detail) - Fair Value, Recurring [Member] - USD ($) $ in Thousands |
Mar. 31, 2023 |
Dec. 31, 2022 |
||
|---|---|---|---|---|
| Assets | ||||
| Assets measured at fair value | $ 83,884 | $ 107,354 | ||
| Liabilities | ||||
| Liabilities measured at fair value | 34,486 | 32,675 | ||
| Level 1 [Member] | ||||
| Assets | ||||
| Assets measured at fair value | 83,884 | 107,354 | ||
| Level 3 [Member] | ||||
| Liabilities | ||||
| Liabilities measured at fair value | 34,486 | 32,675 | ||
| Acquisition Related Liabilities [Member] | ||||
| Liabilities | ||||
| Liabilities measured at fair value | 34,486 | 32,675 | ||
| Acquisition Related Liabilities [Member] | Level 3 [Member] | ||||
| Liabilities | ||||
| Liabilities measured at fair value | 34,486 | 32,675 | ||
| Cash and Cash Equivalents [Member] | ||||
| Assets | ||||
| Assets measured at fair value | [1] | 83,884 | 107,354 | |
| Cash and Cash Equivalents [Member] | Level 1 [Member] | ||||
| Assets | ||||
| Assets measured at fair value | [1] | $ 83,884 | $ 107,354 | |
| ||||
Fair Value Disclosures - Summary of Reconciliations of Changes In The Fair Value of The Liabilities (Detail) - Acquisition Related Liabilities [Member] $ in Thousands |
3 Months Ended |
|---|---|
|
Mar. 31, 2023
USD ($)
| |
| Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
| Balance as of January 1, 2023 | $ 32,675 |
| Additions, net of payments | 159 |
| Change in fair value | 1,652 |
| Balance as of March 31, 2023 | $ 34,486 |
Related Party Transactions - Additional Information (Detail) - Casting Made Simple Corp [Member] - Websites Traffic Monetization Agreement [Member] - USD ($) $ in Thousands |
3 Months Ended | ||
|---|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
Dec. 31, 2022 |
|
| Related Party Transaction [Line Items] | |||
| Related party costs | $ 52 | $ 47 | |
| Accounts Payable and Accrued Liabilities [Member] | |||
| Related Party Transaction [Line Items] | |||
| Due to related party | $ 25 | $ 25 | |
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Income Tax Disclosure [Abstract] | ||
| Income tax provision/(benefit) | $ 198 | $ (2,599) |
| Effective tax rate | 0.30% | 3.50% |
| Pre-tax loss | $ 56,757 | $ 74,636 |
Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail) - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Unvested Restricted Stock, Restricted Stock Units And Performance Stock Units [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Antidilutive securities | 58,689,430 | 72,143,160 |
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 | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
| Net loss | $ (56,955) | $ (72,037) |
| Denominator: | ||
| Denominator for Basic Loss per share-Weighted-average Common Stock | 150,045,840 | 134,084,703 |
| Denominator for Dilutive Loss per share-Weighted-average Common Stock | 150,045,840 | 134,084,703 |
| Basic loss per share | $ (0.38) | $ (0.54) |
| Diluted loss per share | $ (0.38) | $ (0.54) |
| Class A Common Stock [Member] | ||
| Denominator: | ||
| Denominator for Basic Loss per share-Weighted-average Common Stock | 134,420,357 | 116,232,110 |
| Denominator for Dilutive Loss per share-Weighted-average Common Stock | 134,420,357 | 116,232,110 |
| Class B Common Stock [Member] | ||
| Denominator: | ||
| Denominator for Basic Loss per share-Weighted-average Common Stock | 15,625,483 | 17,852,593 |
| Denominator for Dilutive Loss per share-Weighted-average Common Stock | 15,625,483 | 17,852,593 |
Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Common Equivalent Shares (Detail) - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2023 |
Mar. 31, 2022 |
|
| Options [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Anti-dilutive common shares | 1,109,592 | 880,846 |
| Restricted Stock and Restricted Stock Units [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Anti-dilutive common shares | 58,773,013 | 67,499,127 |
| Performance Stock Units [Member] | ||
| Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
| Anti-dilutive common shares | 3,186,642 | 2,291,800 |
Subsequent Events - Additional Information (Details) - shares |
3 Months Ended | |||
|---|---|---|---|---|
Apr. 19, 2023 |
Mar. 31, 2023 |
|||
| Subsequent Event [Line Items] | ||||
| Granted | [1] | 864,177 | ||
| Performance Shares [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Granted | 0 | |||
| Subsequent Event [Member] | Performance Shares [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Granted | 1,538,925 | |||
| Subsequent Event [Member] | Performance Shares [Member] | Class A Common Stock [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Issuance of shares | 4,616,775 | |||
| Achievement period end date | Dec. 31, 2027 | |||
| Subsequent Event [Member] | Restricted Stock Awards [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Granted | 4,105,425 | |||
| ||||
{
"instance": {
"zeta-20230331.htm": {
"axisCustom": 0,
"axisStandard": 29,
"baseTaxonomies": {
"http://fasb.org/us-gaap/2022": 600,
"http://xbrl.sec.gov/dei/2022": 31
},
"contextCount": 190,
"dts": {
"calculationLink": {
"local": [
"zeta-20230331_cal.xml"
]
},
"definitionLink": {
"local": [
"zeta-20230331_def.xml"
]
},
"inline": {
"local": [
"zeta-20230331.htm"
]
},
"labelLink": {
"local": [
"zeta-20230331_lab.xml"
]
},
"presentationLink": {
"local": [
"zeta-20230331_pre.xml"
]
},
"schema": {
"local": [
"zeta-20230331.xsd"
],
"remote": [
"http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd",
"http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd",
"http://www.xbrl.org/2003/xl-2003-12-31.xsd",
"http://www.xbrl.org/2003/xlink-2003-12-31.xsd",
"http://www.xbrl.org/2005/xbrldt-2005.xsd",
"http://www.xbrl.org/2006/ref-2006-02-27.xsd",
"http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd",
"http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd",
"https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd",
"https://www.xbrl.org/dtr/type/2020-01-21/types.xsd",
"https://xbrl.fasb.org/srt/2022/elts/srt-2022.xsd",
"https://xbrl.fasb.org/srt/2022/elts/srt-roles-2022.xsd",
"https://xbrl.fasb.org/srt/2022/elts/srt-types-2022.xsd",
"https://xbrl.fasb.org/us-gaap/2022/elts/us-gaap-2022.xsd",
"https://xbrl.fasb.org/us-gaap/2022/elts/us-roles-2022.xsd",
"https://xbrl.fasb.org/us-gaap/2022/elts/us-types-2022.xsd",
"https://xbrl.sec.gov/country/2022/country-2022.xsd",
"https://xbrl.sec.gov/dei/2022/dei-2022.xsd"
]
}
},
"elementCount": 617,
"entityCount": 1,
"hidden": {
"http://fasb.org/us-gaap/2022": 9,
"http://xbrl.sec.gov/dei/2022": 4,
"total": 13
},
"keyCustom": 30,
"keyStandard": 276,
"memberCustom": 28,
"memberStandard": 40,
"nsprefix": "zeta",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"report": {
"R1": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "dei:DocumentType",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "document",
"isDefault": "true",
"longName": "100000 - Document - Cover Page",
"menuCat": "Cover",
"order": "1",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage",
"shortName": "Cover Page",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "dei:DocumentType",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R10": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100090 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies",
"menuCat": "Notes",
"order": "10",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPolicies",
"shortName": "Basis of Presentation and Summary of Significant Accounting Policies",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R11": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:IntangibleAssetsDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100100 - Disclosure - Intangible Assets",
"menuCat": "Notes",
"order": "11",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssets",
"shortName": "Intangible Assets",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:IntangibleAssetsDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R12": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:GoodwillDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100110 - Disclosure - Goodwill",
"menuCat": "Notes",
"order": "12",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/Goodwill",
"shortName": "Goodwill",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:GoodwillDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R13": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:BusinessCombinationDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100120 - Disclosure - Acquisitions",
"menuCat": "Notes",
"order": "13",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/Acquisitions",
"shortName": "Acquisitions",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:BusinessCombinationDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R14": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100130 - Disclosure - Acquisition Related Liabilities",
"menuCat": "Notes",
"order": "14",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilities",
"shortName": "Acquisition Related Liabilities",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R15": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:LongTermDebtTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100140 - Disclosure - Credit Facilities",
"menuCat": "Notes",
"order": "15",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilities",
"shortName": "Credit Facilities",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:LongTermDebtTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R16": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100150 - Disclosure - Commitments and Contingencies",
"menuCat": "Notes",
"order": "16",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingencies",
"shortName": "Commitments and Contingencies",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R17": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100160 - Disclosure - Stock-Based Compensation",
"menuCat": "Notes",
"order": "17",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensation",
"shortName": "Stock-Based Compensation",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R18": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:LesseeOperatingLeasesTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100170 - Disclosure - Leases",
"menuCat": "Notes",
"order": "18",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeases",
"shortName": "Leases",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:LesseeOperatingLeasesTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R19": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100180 - Disclosure - Stockholders' Equity",
"menuCat": "Notes",
"order": "19",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquity",
"shortName": "Stockholders' Equity",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R2": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:CashAndCashEquivalentsAtCarryingValue",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "statement",
"isDefault": "false",
"longName": "100010 - Statement - Condensed Unaudited Consolidated Balance Sheets",
"menuCat": "Statements",
"order": "2",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"shortName": "Condensed Unaudited Consolidated Balance Sheets",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:CashAndCashEquivalentsAtCarryingValue",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R20": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:FairValueDisclosuresTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100200 - Disclosure - Fair Value Disclosures",
"menuCat": "Notes",
"order": "20",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosures",
"shortName": "Fair Value Disclosures",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:FairValueDisclosuresTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R21": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100210 - Disclosure - Related Party Transactions",
"menuCat": "Notes",
"order": "21",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactions",
"shortName": "Related Party Transactions",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R22": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:IncomeTaxDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100220 - Disclosure - Income Taxes",
"menuCat": "Notes",
"order": "22",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IncomeTaxes",
"shortName": "Income Taxes",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:IncomeTaxDisclosureTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R23": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:EarningsPerShareTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100230 - Disclosure - Net Loss Per Share Attributable to Common Stockholders",
"menuCat": "Notes",
"order": "23",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholders",
"shortName": "Net Loss Per Share Attributable to Common Stockholders",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:EarningsPerShareTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R24": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:SubsequentEventsTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100240 - Disclosure - Subsequent Events",
"menuCat": "Notes",
"order": "24",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEvents1",
"shortName": "Subsequent Events",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:SubsequentEventsTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R25": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ConsolidationPolicyTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100250 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Policies)",
"menuCat": "Policies",
"order": "25",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies",
"shortName": "Basis of Presentation and Summary of Significant Accounting Policies (Policies)",
"subGroupType": "policies",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ConsolidationPolicyTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R26": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:DisaggregationOfRevenueTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100260 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies (Tables)",
"menuCat": "Tables",
"order": "26",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesTables",
"shortName": "Basis of Presentation and Summary of Significant Accounting Policies (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:DisaggregationOfRevenueTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R27": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100270 - Disclosure - Intangible Assets (Tables)",
"menuCat": "Tables",
"order": "27",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsTables",
"shortName": "Intangible Assets (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R28": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:GoodwillDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfGoodwillTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100280 - Disclosure - Goodwill (Tables)",
"menuCat": "Tables",
"order": "28",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillTables",
"shortName": "Goodwill (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:GoodwillDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfGoodwillTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R29": {
"firstAnchor": {
"ancestors": [
"div",
"zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "zeta:ScheduleOfAcquisitionRelatedLiabilitiesTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100290 - Disclosure - Acquisition Related Liabilities (Tables)",
"menuCat": "Tables",
"order": "29",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesTables",
"shortName": "Acquisition Related Liabilities (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "zeta:ScheduleOfAcquisitionRelatedLiabilitiesTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R3": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "statement",
"isDefault": "false",
"longName": "100020 - Statement - Condensed Unaudited Consolidated Balance Sheets (Parenthetical)",
"menuCat": "Statements",
"order": "3",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"shortName": "Condensed Unaudited Consolidated Balance Sheets (Parenthetical)",
"subGroupType": "parenthetical",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:AllowanceForDoubtfulAccountsReceivableCurrent",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R30": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100300 - Disclosure - Credit Facilities (Tables)",
"menuCat": "Tables",
"order": "30",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesTables",
"shortName": "Credit Facilities (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R31": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:CommitmentsAndContingenciesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:LongTermPurchaseCommitmentTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100310 - Disclosure - Commitments and Contingencies (Tables)",
"menuCat": "Tables",
"order": "31",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesTables",
"shortName": "Commitments and Contingencies (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:CommitmentsAndContingenciesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:LongTermPurchaseCommitmentTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R32": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100320 - Disclosure - Stock-Based Compensation (Tables)",
"menuCat": "Tables",
"order": "32",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables",
"shortName": "Stock-Based Compensation (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R33": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:LesseeOperatingLeasesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "zeta:SummaryOfRightOfUseAssetAndLeaseLiabilityTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100330 - Disclosure - Leases (Tables)",
"menuCat": "Tables",
"order": "33",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesTables",
"shortName": "Leases (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:LesseeOperatingLeasesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "zeta:SummaryOfRightOfUseAssetAndLeaseLiabilityTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R34": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:FairValueDisclosuresTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100350 - Disclosure - Fair Value Disclosures (Tables)",
"menuCat": "Tables",
"order": "34",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresTables",
"shortName": "Fair Value Disclosures (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:FairValueDisclosuresTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R35": {
"firstAnchor": {
"ancestors": [
"div",
"us-gaap:EarningsPerShareTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100360 - Disclosure - Net Loss Per Share Attributable to Common Stockholders (Tables)",
"menuCat": "Tables",
"order": "35",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersTables",
"shortName": "Net Loss Per Share Attributable to Common Stockholders (Tables)",
"subGroupType": "tables",
"uniqueAnchor": {
"ancestors": [
"div",
"us-gaap:EarningsPerShareTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R36": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_8896c453-d6d5-4ed4-8be7-454196bdce26",
"decimals": "INF",
"first": true,
"lang": null,
"name": "us-gaap:CommonStockSharesAuthorized",
"reportCount": 1,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100370 - Disclosure - Organization and Background - Additional Information (Detail)",
"menuCat": "Details",
"order": "36",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"shortName": "Organization and Background - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": null
},
"R37": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:ContractWithCustomerAssetNetCurrent",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100380 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail)",
"menuCat": "Details",
"order": "37",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:ContractWithCustomerAssetNetCurrent",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R38": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_302978f4-bc21-4ea2-8169-a9d137212795",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RevenueRemainingPerformanceObligation",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100390 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Additional Information 1 (Details)",
"menuCat": "Details",
"order": "38",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureBasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformation1Details",
"shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Additional Information 1 (Details)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_302978f4-bc21-4ea2-8169-a9d137212795",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RevenueRemainingPerformanceObligation",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R39": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:DisaggregationOfRevenueTableTextBlock",
"div",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_f0ef8db4-fd4f-497a-98d5-65e0ac8bf0a4",
"decimals": "2",
"first": true,
"lang": null,
"name": "us-gaap:ConcentrationRiskPercentage1",
"reportCount": 1,
"unique": true,
"unitRef": "U_pure",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100400 - Disclosure - Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Detail)",
"menuCat": "Details",
"order": "39",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail",
"shortName": "Basis of Presentation and Summary of Significant Accounting Policies - Summary of Disaggregation of Revenue (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:DisaggregationOfRevenueTableTextBlock",
"div",
"us-gaap:RevenueRecognitionPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_f0ef8db4-fd4f-497a-98d5-65e0ac8bf0a4",
"decimals": "2",
"first": true,
"lang": null,
"name": "us-gaap:ConcentrationRiskPercentage1",
"reportCount": 1,
"unique": true,
"unitRef": "U_pure",
"xsiNil": "false"
}
},
"R4": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "statement",
"isDefault": "false",
"longName": "100030 - Statement - Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss",
"menuCat": "Statements",
"order": "4",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"shortName": "Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"lang": null,
"name": "us-gaap:CostOfRevenue",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R40": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100410 - Disclosure - 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)",
"menuCat": "Details",
"order": "40",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail",
"shortName": "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)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock",
"div",
"us-gaap:SegmentReportingPolicyPolicyTextBlock",
"div",
"us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_ca19a0c2-6e6b-4288-b50b-3ebe1179f2dd",
"decimals": "-3",
"lang": null,
"name": "us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R41": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock",
"div",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:FiniteLivedIntangibleAssetsGross",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100420 - Disclosure - Intangible Assets - Summary of Intangible Assets and Related Accumulated Amortization (Detail)",
"menuCat": "Details",
"order": "41",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail",
"shortName": "Intangible Assets - Summary of Intangible Assets and Related Accumulated Amortization (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock",
"div",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:FiniteLivedIntangibleAssetsGross",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R42": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:AmortizationOfIntangibleAssets",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100430 - Disclosure - Intangible Assets - Additional Information (Detail)",
"menuCat": "Details",
"order": "42",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsAdditionalInformationDetail",
"shortName": "Intangible Assets - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:AmortizationOfIntangibleAssets",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R43": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"ix:continuation",
"div",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100440 - Disclosure - Intangible Assets - Summary of Total Estimated Future Amortization Expense (Detail)",
"menuCat": "Details",
"order": "43",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail",
"shortName": "Intangible Assets - Summary of Total Estimated Future Amortization Expense (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"ix:continuation",
"div",
"us-gaap:IntangibleAssetsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R44": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_42f3feab-5593-47e2-8025-ade9dfed718d",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:Goodwill",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100450 - Disclosure - Goodwill - Summary of Goodwill (Detail)",
"menuCat": "Details",
"order": "44",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail",
"shortName": "Goodwill - Summary of Goodwill (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfGoodwillTextBlock",
"div",
"us-gaap:GoodwillDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"lang": null,
"name": "us-gaap:GoodwillForeignCurrencyTranslationGainLoss",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R45": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:Goodwill",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100460 - Disclosure - Acquisitions - Additional Information (Detail)",
"menuCat": "Details",
"order": "45",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"shortName": "Acquisitions - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:BusinessCombinationDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_534e5dfe-31f0-483c-b28d-bad4bf59e6fb",
"decimals": "-3",
"lang": null,
"name": "us-gaap:BusinessCombinationConsiderationTransferred1",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R46": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"zeta:ScheduleOfAcquisitionRelatedLiabilitiesTableTextBlock",
"div",
"zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_42f3feab-5593-47e2-8025-ade9dfed718d",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognized",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100470 - Disclosure - Acquisition Related Liabilities - Schedule of Acquisition Related Liabilities (Detail)",
"menuCat": "Details",
"order": "46",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail",
"shortName": "Acquisition Related Liabilities - Schedule of Acquisition Related Liabilities (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"zeta:ScheduleOfAcquisitionRelatedLiabilitiesTableTextBlock",
"div",
"zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_42f3feab-5593-47e2-8025-ade9dfed718d",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognized",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R47": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"zeta:ScheduleOfAcquisitionRelatedLiabilitiesTableTextBlock",
"div",
"zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_42f3feab-5593-47e2-8025-ade9dfed718d",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:BusinessCombinationSeparatelyRecognizedTransactionsAdditionalDisclosuresAcquisitionCosts",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100480 - Disclosure - Acquisition Related Liabilities - Additional Information (Detail)",
"menuCat": "Details",
"order": "47",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"shortName": "Acquisition Related Liabilities - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"zeta:AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_2027d1fe-2d14-4b65-947d-f1e0c2148189",
"decimals": "-3",
"lang": null,
"name": "us-gaap:BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognizedOtherThanAtFairValue",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R48": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock",
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:DebtInstrumentCarryingAmount",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100490 - Disclosure - Credit Facilities - Summary of Long-Term Borrowings (Detail)",
"menuCat": "Details",
"order": "48",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail",
"shortName": "Credit Facilities - Summary of Long-Term Borrowings (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock",
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"lang": null,
"name": "us-gaap:DeferredFinanceCostsNoncurrentGross",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R49": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "INF",
"first": true,
"lang": null,
"name": "zeta:TotalLeverageRatio",
"reportCount": 1,
"unique": true,
"unitRef": "U_pure",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100500 - Disclosure - Credit Facilities - Additional Information (Detail)",
"menuCat": "Details",
"order": "49",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"shortName": "Credit Facilities - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "INF",
"first": true,
"lang": null,
"name": "zeta:TotalLeverageRatio",
"reportCount": 1,
"unique": true,
"unitRef": "U_pure",
"xsiNil": "false"
}
},
"R5": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:AllocatedShareBasedCompensationExpense",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "statement",
"isDefault": "false",
"longName": "100040 - Statement - Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss (Parenthetical)",
"menuCat": "Statements",
"order": "5",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical",
"shortName": "Condensed Unaudited Consolidated Statements of Operations and Comprehensive Loss (Parenthetical)",
"subGroupType": "parenthetical",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_f067ae28-33d8-4690-8502-f0a4c276d66d",
"decimals": "-3",
"lang": null,
"name": "us-gaap:AllocatedShareBasedCompensationExpense",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R50": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock",
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100510 - Disclosure - Credit Facilities - Summary of Maturities of Long-term Debt (Detail)",
"menuCat": "Details",
"order": "50",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail",
"shortName": "Credit Facilities - Summary of Maturities of Long-term Debt (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock",
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:LongTermDebtMaturitiesRepaymentsOfPrincipalRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R51": {
"firstAnchor": {
"ancestors": [
"span",
"link:footnote",
"p",
"us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock",
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_fdf59324-927d-4079-ab4e-c74fa2ce7be5",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RepaymentsOfLongTermDebt",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100520 - Disclosure - Credit Facilities - Summary of Maturities of Long-term Debt (Parenthetical) (Detail)",
"menuCat": "Details",
"order": "51",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtParentheticalDetail",
"shortName": "Credit Facilities - Summary of Maturities of Long-term Debt (Parenthetical) (Detail)",
"subGroupType": "parenthetical",
"uniqueAnchor": {
"ancestors": [
"span",
"link:footnote",
"p",
"us-gaap:ScheduleOfMaturitiesOfLongTermDebtTableTextBlock",
"div",
"us-gaap:LongTermDebtTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_fdf59324-927d-4079-ab4e-c74fa2ce7be5",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RepaymentsOfLongTermDebt",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R52": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:LongTermPurchaseCommitmentTextBlock",
"div",
"us-gaap:CommitmentsAndContingenciesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:PurchaseObligationFutureMinimumPaymentsRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100540 - Disclosure - Commitments and Contingencies - Summary of Long-term Purchase Commitment (Detail)",
"menuCat": "Details",
"order": "52",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail",
"shortName": "Commitments and Contingencies - Summary of Long-term Purchase Commitment (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:LongTermPurchaseCommitmentTextBlock",
"div",
"us-gaap:CommitmentsAndContingenciesDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:PurchaseObligationFutureMinimumPaymentsRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R53": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "INF",
"first": true,
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross",
"reportCount": 1,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100550 - Disclosure - Stock-Based Compensation - Additional Information (Detail)",
"menuCat": "Details",
"order": "53",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"shortName": "Stock-Based Compensation - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"lang": "en-US",
"name": "us-gaap:EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
},
"R54": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_42f3feab-5593-47e2-8025-ade9dfed718d",
"decimals": "INF",
"first": true,
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber",
"reportCount": 1,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100560 - Disclosure - Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Detail)",
"menuCat": "Details",
"order": "54",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail",
"shortName": "Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "INF",
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R55": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "INF",
"first": true,
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber",
"reportCount": 1,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100570 - Disclosure - Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Parenthetical) (Detail)",
"menuCat": "Details",
"order": "55",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail",
"shortName": "Stock-Based Compensation - Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company (Parenthetical) (Detail)",
"subGroupType": "parenthetical",
"uniqueAnchor": {
"ancestors": [
"span",
"link:footnote",
"div",
"div",
"us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_d6d041a1-e094-4eec-a011-92f649140fb6",
"decimals": "INF",
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R56": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_42f3feab-5593-47e2-8025-ade9dfed718d",
"decimals": "INF",
"first": true,
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber",
"reportCount": 1,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100580 - Disclosure - Stock-Based Compensation - Summary of Transaction under the Company Stock Option Plan (Detail)",
"menuCat": "Details",
"order": "56",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail",
"shortName": "Stock-Based Compensation - Summary of Transaction under the Company Stock Option Plan (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "INF",
"lang": null,
"name": "us-gaap:StockIssuedDuringPeriodSharesStockOptionsExercised",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R57": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:OperatingLeaseRightOfUseAsset",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100590 - Disclosure - Leases - Summary of Right-of-Use Asset and Lease Liabilities (Details)",
"menuCat": "Details",
"order": "57",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfRightofuseAssetAndLeaseLiabilitiesDetails",
"shortName": "Leases - Summary of Right-of-Use Asset and Lease Liabilities (Details)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"zeta:SummaryOfRightOfUseAssetAndLeaseLiabilityTableTextBlock",
"div",
"us-gaap:LesseeOperatingLeasesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"lang": null,
"name": "us-gaap:OperatingLeaseLiabilityCurrent",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R58": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock",
"div",
"us-gaap:LesseeOperatingLeasesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100600 - Disclosure - Leases - Summary of Future Minimum Payments Under Operating Leases (Details)",
"menuCat": "Details",
"order": "58",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails",
"shortName": "Leases - Summary of Future Minimum Payments Under Operating Leases (Details)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock",
"div",
"us-gaap:LesseeOperatingLeasesTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R59": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:StockRepurchasedDuringPeriodValue",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100610 - Disclosure - Stockholders' Equity - Additional Information (Detail)",
"menuCat": "Details",
"order": "59",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"shortName": "Stockholders' Equity - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:StockholdersEquityNoteDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_8896c453-d6d5-4ed4-8be7-454196bdce26",
"decimals": "-3",
"lang": null,
"name": "us-gaap:StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R6": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_a5177bbc-558c-4bbb-bc76-ce59db947ffe",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:StockholdersEquity",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "statement",
"isDefault": "false",
"longName": "100050 - Statement - Condensed Unaudited Consolidated Statements of Stockholders' Equity",
"menuCat": "Statements",
"order": "6",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"shortName": "Condensed Unaudited Consolidated Statements of Stockholders' Equity",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_a5177bbc-558c-4bbb-bc76-ce59db947ffe",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:StockholdersEquity",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R60": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock",
"div",
"us-gaap:FairValueDisclosuresTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_a1a2b004-0187-4da2-97ba-9cbfc8b98f92",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:AssetsFairValueDisclosure",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100640 - Disclosure - Fair Value Disclosures - Summary of Financial Instruments Measured At Fair Value On a Recurring Basis (Detail)",
"menuCat": "Details",
"order": "60",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail",
"shortName": "Fair Value Disclosures - Summary of Financial Instruments Measured At Fair Value On a Recurring Basis (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock",
"div",
"us-gaap:FairValueDisclosuresTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_a1a2b004-0187-4da2-97ba-9cbfc8b98f92",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:AssetsFairValueDisclosure",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R61": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock",
"div",
"us-gaap:FairValueDisclosuresTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_22dba0e7-fb12-4d75-9876-290c5ee0e048",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100650 - Disclosure - Fair Value Disclosures - Summary of Reconciliations of Changes In The Fair Value of The Liabilities (Detail)",
"menuCat": "Details",
"order": "61",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail",
"shortName": "Fair Value Disclosures - Summary of Reconciliations of Changes In The Fair Value of The Liabilities (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock",
"div",
"us-gaap:FairValueDisclosuresTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_22dba0e7-fb12-4d75-9876-290c5ee0e048",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R62": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:RelatedPartyTransactionsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_a2da785d-9a85-4c8e-90f5-8e73ec5d99d8",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RelatedPartyCosts",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100670 - Disclosure - Related Party Transactions - Additional Information (Detail)",
"menuCat": "Details",
"order": "62",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail",
"shortName": "Related Party Transactions - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:RelatedPartyTransactionsDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_a2da785d-9a85-4c8e-90f5-8e73ec5d99d8",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:RelatedPartyCosts",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R63": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:IncomeTaxExpenseBenefit",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100680 - Disclosure - Income Taxes - Additional Information (Detail)",
"menuCat": "Details",
"order": "63",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IncomeTaxesAdditionalInformationDetail",
"shortName": "Income Taxes - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:IncomeTaxDisclosureTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "3",
"lang": null,
"name": "us-gaap:EffectiveIncomeTaxRateContinuingOperations",
"reportCount": 1,
"unique": true,
"unitRef": "U_pure",
"xsiNil": "false"
}
},
"R64": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:EarningsPerShareTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_48ee4540-2a48-4776-9b86-17808bec8382",
"decimals": "0",
"first": true,
"lang": null,
"name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100690 - Disclosure - Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail)",
"menuCat": "Details",
"order": "64",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersAdditionalInformationDetail",
"shortName": "Net Loss Per Share Attributable to Common Stockholders - Additional Information (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:EarningsPerShareTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_48ee4540-2a48-4776-9b86-17808bec8382",
"decimals": "0",
"first": true,
"lang": null,
"name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R65": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:ProfitLoss",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100700 - Disclosure - Net Loss Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Net Loss Per Share (Detail)",
"menuCat": "Details",
"order": "65",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail",
"shortName": "Net Loss Per Share Attributable to Common Stockholders - Summary of Basic and Diluted Net Loss Per Share (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding",
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock",
"div",
"us-gaap:EarningsPerShareTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_12a41d5a-200d-4645-add2-8bb0b806b4a3",
"decimals": "0",
"lang": null,
"name": "us-gaap:WeightedAverageNumberOfSharesOutstandingBasic",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R66": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock",
"div",
"us-gaap:EarningsPerShareTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_40547ea7-be1a-4427-a88c-1b8ee1047555",
"decimals": "0",
"first": true,
"lang": null,
"name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100710 - Disclosure - Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Common Equivalent Shares (Detail)",
"menuCat": "Details",
"order": "66",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail",
"shortName": "Net Loss Per Share Attributable to Common Stockholders - Schedule of Anti-Dilutive Common Equivalent Shares (Detail)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock",
"div",
"us-gaap:EarningsPerShareTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_40547ea7-be1a-4427-a88c-1b8ee1047555",
"decimals": "0",
"first": true,
"lang": null,
"name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R67": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "INF",
"first": true,
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod",
"reportCount": 1,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100720 - Disclosure - Subsequent Events - Additional Information (Details)",
"menuCat": "Details",
"order": "67",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"shortName": "Subsequent Events - Additional Information (Details)",
"subGroupType": "details",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"us-gaap:SubsequentEventsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_8004a3b7-4b21-406c-9cc0-a12efdde1646",
"decimals": "INF",
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R7": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"us-gaap:ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"div",
"us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_4d3c625d-9311-4327-8377-4f14087686fb",
"decimals": "INF",
"first": true,
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber",
"reportCount": 1,
"unitRef": "U_shares",
"xsiNil": "false"
},
"groupType": "statement",
"isDefault": "false",
"longName": "100060 - Statement - Condensed Unaudited Consolidated Statements of Stockholders' Equity (Parenthetical)",
"menuCat": "Statements",
"order": "7",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"shortName": "Condensed Unaudited Consolidated Statements of Stockholders' Equity (Parenthetical)",
"subGroupType": "parenthetical",
"uniqueAnchor": {
"ancestors": [
"span",
"link:footnote",
"p",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_5f408c8e-59c6-4e0c-85bc-e4551b2f73c0",
"decimals": "INF",
"lang": null,
"name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber",
"reportCount": 1,
"unique": true,
"unitRef": "U_shares",
"xsiNil": "false"
}
},
"R8": {
"firstAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"first": true,
"lang": null,
"name": "us-gaap:ProfitLoss",
"reportCount": 1,
"unitRef": "U_USD",
"xsiNil": "false"
},
"groupType": "statement",
"isDefault": "false",
"longName": "100070 - Statement - Condensed Unaudited Consolidated Statements of Cash Flows",
"menuCat": "Statements",
"order": "8",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows",
"shortName": "Condensed Unaudited Consolidated Statements of Cash Flows",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"span",
"p",
"td",
"tr",
"table",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": "-3",
"lang": null,
"name": "us-gaap:ShareBasedCompensation",
"reportCount": 1,
"unique": true,
"unitRef": "U_USD",
"xsiNil": "false"
}
},
"R9": {
"firstAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:NatureOfOperations",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
},
"groupType": "disclosure",
"isDefault": "false",
"longName": "100080 - Disclosure - Organization and Background",
"menuCat": "Notes",
"order": "9",
"role": "http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackground",
"shortName": "Organization and Background",
"subGroupType": "",
"uniqueAnchor": {
"ancestors": [
"div",
"body",
"html"
],
"baseRef": "zeta-20230331.htm",
"contextRef": "C_1b3bed45-4b28-4c50-a340-43e7b0df9e75",
"decimals": null,
"first": true,
"lang": "en-US",
"name": "us-gaap:NatureOfOperations",
"reportCount": 1,
"unique": true,
"unitRef": null,
"xsiNil": "false"
}
}
},
"segmentCount": 72,
"tag": {
"country_US": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "UNITED STATES",
"terseLabel": "US [Member]"
}
}
},
"localname": "US",
"nsuri": "http://xbrl.sec.gov/country/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "domainItemType"
},
"dei_AmendmentFlag": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.",
"label": "Amendment Flag"
}
}
},
"localname": "AmendmentFlag",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "booleanItemType"
},
"dei_CityAreaCode": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Area code of city",
"label": "City Area Code"
}
}
},
"localname": "CityAreaCode",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "normalizedStringItemType"
},
"dei_CoverAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Cover page.",
"label": "Cover [Abstract]"
}
}
},
"localname": "CoverAbstract",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"xbrltype": "stringItemType"
},
"dei_CurrentFiscalYearEndDate": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "End date of current fiscal year in the format --MM-DD.",
"label": "Current Fiscal Year End Date"
}
}
},
"localname": "CurrentFiscalYearEndDate",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "gMonthDayItemType"
},
"dei_DocumentFiscalPeriodFocus": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.",
"label": "Document Fiscal Period Focus"
}
}
},
"localname": "DocumentFiscalPeriodFocus",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "fiscalPeriodItemType"
},
"dei_DocumentFiscalYearFocus": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.",
"label": "Document Fiscal Year Focus"
}
}
},
"localname": "DocumentFiscalYearFocus",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "gYearItemType"
},
"dei_DocumentInformationLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Document Information [Line Items]"
}
}
},
"localname": "DocumentInformationLineItems",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "stringItemType"
},
"dei_DocumentInformationTable": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.",
"label": "Document Information [Table]"
}
}
},
"localname": "DocumentInformationTable",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "stringItemType"
},
"dei_DocumentPeriodEndDate": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.",
"label": "Document Period End Date"
}
}
},
"localname": "DocumentPeriodEndDate",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "dateItemType"
},
"dei_DocumentQuarterlyReport": {
"auth_ref": [
"r677"
],
"lang": {
"en-us": {
"role": {
"documentation": "Boolean flag that is true only for a form used as an quarterly report.",
"label": "Document Quarterly Report"
}
}
},
"localname": "DocumentQuarterlyReport",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "booleanItemType"
},
"dei_DocumentTransitionReport": {
"auth_ref": [
"r678"
],
"lang": {
"en-us": {
"role": {
"documentation": "Boolean flag that is true only for a form used as a transition report.",
"label": "Document Transition Report"
}
}
},
"localname": "DocumentTransitionReport",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "booleanItemType"
},
"dei_DocumentType": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.",
"label": "Document Type"
}
}
},
"localname": "DocumentType",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "submissionTypeItemType"
},
"dei_EntityAddressAddressLine1": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Address Line 1 such as Attn, Building Name, Street Name",
"label": "Entity Address, Address Line One"
}
}
},
"localname": "EntityAddressAddressLine1",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "normalizedStringItemType"
},
"dei_EntityAddressCityOrTown": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Name of the City or Town",
"label": "Entity Address, City or Town"
}
}
},
"localname": "EntityAddressCityOrTown",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "normalizedStringItemType"
},
"dei_EntityAddressPostalZipCode": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Code for the postal or zip code",
"label": "Entity Address, Postal Zip Code"
}
}
},
"localname": "EntityAddressPostalZipCode",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "normalizedStringItemType"
},
"dei_EntityAddressStateOrProvince": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Name of the state or province.",
"label": "Entity Address, State or Province"
}
}
},
"localname": "EntityAddressStateOrProvince",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "stateOrProvinceItemType"
},
"dei_EntityCentralIndexKey": {
"auth_ref": [
"r675"
],
"lang": {
"en-us": {
"role": {
"documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.",
"label": "Entity Central Index Key"
}
}
},
"localname": "EntityCentralIndexKey",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "centralIndexKeyItemType"
},
"dei_EntityCommonStockSharesOutstanding": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.",
"label": "Entity Common Stock, Shares Outstanding"
}
}
},
"localname": "EntityCommonStockSharesOutstanding",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "sharesItemType"
},
"dei_EntityCurrentReportingStatus": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.",
"label": "Entity Current Reporting Status"
}
}
},
"localname": "EntityCurrentReportingStatus",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "yesNoItemType"
},
"dei_EntityEmergingGrowthCompany": {
"auth_ref": [
"r675"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicate if registrant meets the emerging growth company criteria.",
"label": "Entity Emerging Growth Company"
}
}
},
"localname": "EntityEmergingGrowthCompany",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "booleanItemType"
},
"dei_EntityExTransitionPeriod": {
"auth_ref": [
"r680"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.",
"label": "Entity Ex Transition Period"
}
}
},
"localname": "EntityExTransitionPeriod",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "booleanItemType"
},
"dei_EntityFileNumber": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.",
"label": "Entity File Number"
}
}
},
"localname": "EntityFileNumber",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "fileNumberItemType"
},
"dei_EntityFilerCategory": {
"auth_ref": [
"r675"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.",
"label": "Entity Filer Category"
}
}
},
"localname": "EntityFilerCategory",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "filerCategoryItemType"
},
"dei_EntityIncorporationStateCountryCode": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Two-character EDGAR code representing the state or country of incorporation.",
"label": "Entity Incorporation, State or Country Code"
}
}
},
"localname": "EntityIncorporationStateCountryCode",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "edgarStateCountryItemType"
},
"dei_EntityInteractiveDataCurrent": {
"auth_ref": [
"r679"
],
"lang": {
"en-us": {
"role": {
"documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).",
"label": "Entity Interactive Data Current"
}
}
},
"localname": "EntityInteractiveDataCurrent",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "yesNoItemType"
},
"dei_EntityRegistrantName": {
"auth_ref": [
"r675"
],
"lang": {
"en-us": {
"role": {
"documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.",
"label": "Entity Registrant Name"
}
}
},
"localname": "EntityRegistrantName",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "normalizedStringItemType"
},
"dei_EntityShellCompany": {
"auth_ref": [
"r675"
],
"lang": {
"en-us": {
"role": {
"documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.",
"label": "Entity Shell Company"
}
}
},
"localname": "EntityShellCompany",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "booleanItemType"
},
"dei_EntitySmallBusiness": {
"auth_ref": [
"r675"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicates that the company is a Smaller Reporting Company (SRC).",
"label": "Entity Small Business"
}
}
},
"localname": "EntitySmallBusiness",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "booleanItemType"
},
"dei_EntityTaxIdentificationNumber": {
"auth_ref": [
"r675"
],
"lang": {
"en-us": {
"role": {
"documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.",
"label": "Entity Tax Identification Number"
}
}
},
"localname": "EntityTaxIdentificationNumber",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "employerIdItemType"
},
"dei_LocalPhoneNumber": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Local phone number for entity.",
"label": "Local Phone Number"
}
}
},
"localname": "LocalPhoneNumber",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "normalizedStringItemType"
},
"dei_Security12bTitle": {
"auth_ref": [
"r674"
],
"lang": {
"en-us": {
"role": {
"documentation": "Title of a 12(b) registered security.",
"label": "Title of 12(b) Security"
}
}
},
"localname": "Security12bTitle",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "securityTitleItemType"
},
"dei_SecurityExchangeName": {
"auth_ref": [
"r676"
],
"lang": {
"en-us": {
"role": {
"documentation": "Name of the Exchange on which a security is registered.",
"label": "Security Exchange Name"
}
}
},
"localname": "SecurityExchangeName",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "edgarExchangeCodeItemType"
},
"dei_TradingSymbol": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Trading symbol of an instrument as listed on an exchange.",
"label": "Trading Symbol"
}
}
},
"localname": "TradingSymbol",
"nsuri": "http://xbrl.sec.gov/dei/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage"
],
"xbrltype": "tradingSymbolItemType"
},
"srt_ConsolidationItemsAxis": {
"auth_ref": [
"r211",
"r252",
"r262",
"r263",
"r264",
"r265",
"r266",
"r268",
"r271",
"r337",
"r338",
"r339",
"r340",
"r342",
"r343",
"r345",
"r347",
"r348",
"r723",
"r724"
],
"lang": {
"en-us": {
"role": {
"label": "Consolidation Items [Axis]"
}
}
},
"localname": "ConsolidationItemsAxis",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "stringItemType"
},
"srt_ConsolidationItemsDomain": {
"auth_ref": [
"r211",
"r252",
"r262",
"r263",
"r264",
"r265",
"r266",
"r268",
"r271",
"r337",
"r338",
"r339",
"r340",
"r342",
"r343",
"r345",
"r347",
"r348",
"r723",
"r724"
],
"lang": {
"en-us": {
"role": {
"label": "Consolidation Items [Domain]"
}
}
},
"localname": "ConsolidationItemsDomain",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "domainItemType"
},
"srt_ContractualObligationFiscalYearMaturityScheduleTableTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Contractual Obligation, Fiscal Year Maturity [Table Text Block]",
"terseLabel": "Schedule of Commitments For The Base Rents"
}
}
},
"localname": "ContractualObligationFiscalYearMaturityScheduleTableTextBlock",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesTables"
],
"xbrltype": "textBlockItemType"
},
"srt_MaximumMember": {
"auth_ref": [
"r333",
"r334",
"r335",
"r336",
"r403",
"r577",
"r605",
"r631",
"r632",
"r652",
"r665",
"r673",
"r725",
"r765",
"r766",
"r767",
"r768",
"r769",
"r770"
],
"lang": {
"en-us": {
"role": {
"label": "Maximum [Member]",
"terseLabel": "Maximum [Member]"
}
}
},
"localname": "MaximumMember",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"srt_MinimumMember": {
"auth_ref": [
"r333",
"r334",
"r335",
"r336",
"r403",
"r577",
"r605",
"r631",
"r632",
"r652",
"r665",
"r673",
"r725",
"r765",
"r766",
"r767",
"r768",
"r769",
"r770"
],
"lang": {
"en-us": {
"role": {
"label": "Minimum [Member]",
"terseLabel": "Minimum [Member]"
}
}
},
"localname": "MinimumMember",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"srt_RangeAxis": {
"auth_ref": [
"r333",
"r334",
"r335",
"r336",
"r395",
"r403",
"r431",
"r432",
"r433",
"r553",
"r577",
"r605",
"r631",
"r632",
"r652",
"r665",
"r673",
"r720",
"r725",
"r766",
"r767",
"r768",
"r769",
"r770"
],
"lang": {
"en-us": {
"role": {
"label": "Statistical Measurement [Axis]"
}
}
},
"localname": "RangeAxis",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"srt_RangeMember": {
"auth_ref": [
"r333",
"r334",
"r335",
"r336",
"r395",
"r403",
"r431",
"r432",
"r433",
"r553",
"r577",
"r605",
"r631",
"r632",
"r652",
"r665",
"r673",
"r720",
"r725",
"r766",
"r767",
"r768",
"r769",
"r770"
],
"lang": {
"en-us": {
"role": {
"label": "Statistical Measurement [Domain]"
}
}
},
"localname": "RangeMember",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"srt_ScenarioForecastMember": {
"auth_ref": [
"r404",
"r699"
],
"lang": {
"en-us": {
"role": {
"label": "Forecast [Member]",
"terseLabel": "Forecast [Member]"
}
}
},
"localname": "ScenarioForecastMember",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"srt_ScenarioUnspecifiedDomain": {
"auth_ref": [
"r229",
"r404",
"r682",
"r699"
],
"lang": {
"en-us": {
"role": {
"label": "Scenario [Domain]"
}
}
},
"localname": "ScenarioUnspecifiedDomain",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"srt_SegmentGeographicalDomain": {
"auth_ref": [
"r273",
"r274",
"r622",
"r623",
"r624",
"r625",
"r626",
"r627",
"r628",
"r629",
"r630",
"r654",
"r672",
"r726"
],
"lang": {
"en-us": {
"role": {
"label": "Geographical [Domain]"
}
}
},
"localname": "SegmentGeographicalDomain",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "domainItemType"
},
"srt_StatementGeographicalAxis": {
"auth_ref": [
"r273",
"r274",
"r619",
"r622",
"r623",
"r624",
"r625",
"r626",
"r627",
"r628",
"r629",
"r630",
"r654",
"r672",
"r726"
],
"lang": {
"en-us": {
"role": {
"label": "Geographical [Axis]"
}
}
},
"localname": "StatementGeographicalAxis",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "stringItemType"
},
"srt_StatementScenarioAxis": {
"auth_ref": [
"r229",
"r404",
"r682",
"r683",
"r699"
],
"lang": {
"en-us": {
"role": {
"label": "Scenario [Axis]"
}
}
},
"localname": "StatementScenarioAxis",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"srt_TitleOfIndividualAxis": {
"auth_ref": [
"r704",
"r761"
],
"lang": {
"en-us": {
"role": {
"label": "Title of Individual [Axis]",
"terseLabel": "Title of Individual [Axis]"
}
}
},
"localname": "TitleOfIndividualAxis",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"srt_TitleOfIndividualWithRelationshipToEntityDomain": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Title of Individual [Domain]",
"terseLabel": "Title of Individual [Domain]"
}
}
},
"localname": "TitleOfIndividualWithRelationshipToEntityDomain",
"nsuri": "http://fasb.org/srt/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_AccountingPoliciesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Accounting Policies [Abstract]"
}
}
},
"localname": "AccountingPoliciesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_AccountingStandardsUpdate201613Member": {
"auth_ref": [
"r285"
],
"lang": {
"en-us": {
"role": {
"documentation": "Accounting Standards Update 2016-13 Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.",
"label": "Accounting Standards Update 2016-13 [Member]"
}
}
},
"localname": "AccountingStandardsUpdate201613Member",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_AccountingStandardsUpdate202104Member": {
"auth_ref": [
"r490"
],
"lang": {
"en-us": {
"role": {
"documentation": "Accounting Standards Update 2021-04 Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force).",
"label": "Accounting Standards Update 2021-04 [Member]"
}
}
},
"localname": "AccountingStandardsUpdate202104Member",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_AccountingStandardsUpdate202108Member": {
"auth_ref": [
"r465",
"r466"
],
"lang": {
"en-us": {
"role": {
"documentation": "Accounting Standards Update 2021-08 Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers.",
"label": "Accounting Standards Update 2021-08 [Member]"
}
}
},
"localname": "AccountingStandardsUpdate202108Member",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_AccountsPayableAndAccruedLiabilitiesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Primary financial statement caption encompassing accounts payable and accrued liabilities.",
"label": "Accounts Payable and Accrued Liabilities [Member]",
"terseLabel": "Accounts Payable and Accrued Liabilities [Member]"
}
}
},
"localname": "AccountsPayableAndAccruedLiabilitiesMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_AccountsPayableCurrent": {
"auth_ref": [
"r14",
"r671"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_LiabilitiesCurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).",
"label": "Accounts Payable, Current",
"terseLabel": "Accounts payable",
"totalLabel": "Accounts Payable, Current, Total"
}
}
},
"localname": "AccountsPayableCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AccountsReceivableMember": {
"auth_ref": [
"r620"
],
"lang": {
"en-us": {
"role": {
"documentation": "Due from customers or clients for goods or services that have been delivered or sold.",
"label": "Accounts Receivable [Member]"
}
}
},
"localname": "AccountsReceivableMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_AccountsReceivableNetCurrent": {
"auth_ref": [
"r276",
"r277"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 1.0,
"parentTag": "us-gaap_AssetsCurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.",
"label": "Accounts Receivable, after Allowance for Credit Loss, Current",
"terseLabel": "Accounts receivable, net of allowance of $2,048 and $1,882 as of March 31, 2023 and December 31, 2022, respectively",
"totalLabel": "Accounts Receivable, after Allowance for Credit Loss, Current, Total"
}
}
},
"localname": "AccountsReceivableNetCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AccruedLiabilitiesCurrent": {
"auth_ref": [
"r18"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 1.0,
"parentTag": "us-gaap_LiabilitiesCurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Carrying value as of the balance sheet date of obligations incurred and payable, pertaining to costs that are statutory in nature, are incurred on contractual obligations, or accumulate over time and for which invoices have not yet been received or will not be rendered. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).",
"label": "Accrued Liabilities, Current",
"terseLabel": "Accrued expenses",
"totalLabel": "Accrued Liabilities, Current, Total"
}
}
},
"localname": "AccruedLiabilitiesCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax": {
"auth_ref": [
"r28",
"r29",
"r30",
"r184",
"r601",
"r613",
"r617"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 4.0,
"parentTag": "us-gaap_StockholdersEquity",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Accumulated change in equity from transactions and other events and circumstances from non-owner sources, net of tax effect, at period end. Excludes Net Income (Loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners. Includes foreign currency translation items, certain pension adjustments, unrealized gains and losses on certain investments in debt and equity securities, other than temporary impairment (OTTI) losses related to factors other than credit losses on available-for-sale and held-to-maturity debt securities that an entity does not intend to sell and it is not more likely than not that the entity will be required to sell before recovery of the amortized cost basis, as well as changes in the fair value of derivatives related to the effective portion of a designated cash flow hedge.",
"label": "Accumulated Other Comprehensive Income (Loss), Net of Tax",
"terseLabel": "Accumulated other comprehensive loss",
"totalLabel": "Accumulated Other Comprehensive Income (Loss), Net of Tax, Total"
}
}
},
"localname": "AccumulatedOtherComprehensiveIncomeLossNetOfTax",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AccumulatedOtherComprehensiveIncomeMember": {
"auth_ref": [
"r27",
"r30",
"r126",
"r537",
"r608",
"r609",
"r685",
"r686",
"r687",
"r695",
"r696",
"r697"
],
"lang": {
"en-us": {
"role": {
"documentation": "Accumulated increase (decrease) in equity from transactions and other events and circumstances from non-owner sources, attributable to the parent. Excludes net income (loss), and accumulated changes in equity from transactions resulting from investments by owners and distributions to owners.",
"label": "AOCI Attributable to Parent [Member]",
"terseLabel": "Accumulated Other Comprehensive Loss [Member]"
}
}
},
"localname": "AccumulatedOtherComprehensiveIncomeMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "domainItemType"
},
"us-gaap_AdditionalPaidInCapitalCommonStock": {
"auth_ref": [
"r9"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 2.0,
"parentTag": "us-gaap_StockholdersEquity",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Value received from shareholders in common stock-related transactions that are in excess of par value or stated value and amounts received from other stock-related transactions. Includes only common stock transactions (excludes preferred stock transactions). May be called contributed capital, capital in excess of par, capital surplus, or paid-in capital.",
"label": "Additional Paid in Capital, Common Stock",
"periodEndLabel": "Additional Paid in Capital, Common Stock, Ending Balance",
"periodStartLabel": "Additional Paid in Capital, Common Stock, Beginning Balance",
"terseLabel": "Additional paid-in capital"
}
}
},
"localname": "AdditionalPaidInCapitalCommonStock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AdjustmentsForNewAccountingPronouncementsAxis": {
"auth_ref": [
"r167",
"r168",
"r169",
"r170",
"r171",
"r216",
"r217",
"r218",
"r219",
"r229",
"r279",
"r280",
"r289",
"r290",
"r291",
"r292",
"r294",
"r295",
"r440",
"r441",
"r442",
"r451",
"r452",
"r453",
"r454",
"r465",
"r466",
"r467",
"r479",
"r480",
"r481",
"r482",
"r483",
"r484",
"r485",
"r486",
"r487",
"r488",
"r489",
"r490",
"r501",
"r502",
"r504",
"r505",
"r506",
"r507",
"r508",
"r509",
"r517",
"r518",
"r522",
"r523",
"r524",
"r525",
"r532",
"r533",
"r534",
"r535",
"r536",
"r537",
"r580",
"r581",
"r582",
"r606",
"r607",
"r608",
"r609",
"r610",
"r611",
"r612",
"r613",
"r614",
"r615",
"r616",
"r617"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by amendment to accounting standards.",
"label": "Accounting Standards Update [Axis]"
}
}
},
"localname": "AdjustmentsForNewAccountingPronouncementsAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": {
"auth_ref": [
"r106",
"r107",
"r406"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.",
"label": "APIC, Share-Based Payment Arrangement, Increase for Cost Recognition",
"terseLabel": "Stock-based compensation",
"totalLabel": "APIC, Share-based Payment Arrangement, Increase for Cost Recognition, Total"
}
}
},
"localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]",
"terseLabel": "Adjustments to reconcile net loss to net cash provided by operating activities:"
}
}
},
"localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "stringItemType"
},
"us-gaap_AllocatedShareBasedCompensationExpense": {
"auth_ref": [
"r435"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.",
"label": "Share-Based Payment Arrangement, Expense",
"terseLabel": "Share related expenses",
"verboseLabel": "Share-based Payment Arrangement, Expense"
}
}
},
"localname": "AllocatedShareBasedCompensationExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AllowanceForDoubtfulAccountsReceivableCurrent": {
"auth_ref": [
"r185",
"r278",
"r296"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of allowance for credit loss on accounts receivable, classified as current.",
"label": "Accounts Receivable, Allowance for Credit Loss, Current",
"terseLabel": "Accounts receivable, net of allowance"
}
}
},
"localname": "AllowanceForDoubtfulAccountsReceivableCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AmortizationOfIntangibleAssets": {
"auth_ref": [
"r48",
"r67",
"r72"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The aggregate expense charged against earnings to allocate the cost of intangible assets (nonphysical assets not used in production) in a systematic and rational manner to the periods expected to benefit from such assets. As a noncash expense, this element is added back to net income when calculating cash provided by or used in operations using the indirect method.",
"label": "Amortization of Intangible Assets",
"terseLabel": "Amortization expense",
"totalLabel": "Amortization of Intangible Assets, Total"
}
}
},
"localname": "AmortizationOfIntangibleAssets",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": {
"auth_ref": [
"r240"
],
"lang": {
"en-us": {
"role": {
"documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.",
"label": "Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount",
"terseLabel": "Antidilutive securities",
"verboseLabel": "Anti-dilutive common shares"
}
}
},
"localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis": {
"auth_ref": [
"r59"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of antidilutive security.",
"label": "Antidilutive Securities [Axis]"
}
}
},
"localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareByAntidilutiveSecuritiesAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]"
}
}
},
"localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_AntidilutiveSecuritiesNameDomain": {
"auth_ref": [
"r59"
],
"lang": {
"en-us": {
"role": {
"documentation": "Incremental common shares attributable to securities that were not included in diluted earnings per share (EPS) because to do so would increase EPS amounts or decrease loss per share amounts for the period presented.",
"label": "Antidilutive Securities, Name [Domain]"
}
}
},
"localname": "AntidilutiveSecuritiesNameDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_Assets": {
"auth_ref": [
"r144",
"r155",
"r179",
"r208",
"r255",
"r264",
"r270",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r470",
"r474",
"r500",
"r671",
"r723",
"r724",
"r763"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.",
"label": "Assets",
"totalLabel": "Total assets"
}
}
},
"localname": "Assets",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AssetsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Assets [Abstract]",
"terseLabel": "ASSETS"
}
}
},
"localname": "AssetsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "stringItemType"
},
"us-gaap_AssetsCurrent": {
"auth_ref": [
"r173",
"r188",
"r208",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r470",
"r474",
"r500",
"r671",
"r723",
"r724",
"r763"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_Assets",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.",
"label": "Assets, Current",
"totalLabel": "Total current assets"
}
}
},
"localname": "AssetsCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AssetsCurrentAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Assets, Current [Abstract]",
"terseLabel": "Current assets:"
}
}
},
"localname": "AssetsCurrentAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "stringItemType"
},
"us-gaap_AssetsFairValueDisclosure": {
"auth_ref": [
"r130"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.",
"label": "Assets, Fair Value Disclosure",
"terseLabel": "Assets measured at fair value",
"totalLabel": "Assets, Fair Value Disclosure, Total"
}
}
},
"localname": "AssetsFairValueDisclosure",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AssetsFairValueDisclosureAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Assets, Fair Value Disclosure [Abstract]",
"terseLabel": "Assets"
}
}
},
"localname": "AssetsFairValueDisclosureAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_AssetsNoncurrent": {
"auth_ref": [
"r208",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r470",
"r474",
"r500",
"r723",
"r724",
"r763"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 1.0,
"parentTag": "us-gaap_Assets",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold or consumed after one year or beyond the normal operating cycle, if longer.",
"label": "Assets, Noncurrent",
"totalLabel": "Total non-current assets"
}
}
},
"localname": "AssetsNoncurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_AssetsNoncurrentAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Assets, Noncurrent [Abstract]",
"terseLabel": "Non-current assets:"
}
}
},
"localname": "AssetsNoncurrentAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "stringItemType"
},
"us-gaap_AwardDateAxis": {
"auth_ref": [
"r727",
"r728",
"r729",
"r730",
"r731",
"r732",
"r733",
"r734",
"r735",
"r736",
"r737",
"r738",
"r739",
"r740",
"r741",
"r742",
"r743",
"r744",
"r745",
"r746",
"r747",
"r748",
"r749",
"r750",
"r751",
"r752"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by date or year award under share-based payment arrangement is granted.",
"label": "Award Date [Axis]"
}
}
},
"localname": "AwardDateAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_AwardDateDomain": {
"auth_ref": [
"r727",
"r728",
"r729",
"r730",
"r731",
"r732",
"r733",
"r734",
"r735",
"r736",
"r737",
"r738",
"r739",
"r740",
"r741",
"r742",
"r743",
"r744",
"r745",
"r746",
"r747",
"r748",
"r749",
"r750",
"r751",
"r752"
],
"lang": {
"en-us": {
"role": {
"documentation": "Date or year award under share-based payment arrangement is granted.",
"label": "Award Date [Domain]"
}
}
},
"localname": "AwardDateDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_AwardTypeAxis": {
"auth_ref": [
"r409",
"r410",
"r411",
"r412",
"r413",
"r414",
"r415",
"r416",
"r417",
"r418",
"r419",
"r420",
"r421",
"r422",
"r423",
"r424",
"r425",
"r426",
"r427",
"r428",
"r429",
"r430",
"r431",
"r432",
"r433",
"r434"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of award under share-based payment arrangement.",
"label": "Award Type [Axis]",
"terseLabel": "Award Type [Axis]"
}
}
},
"localname": "AwardTypeAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "stringItemType"
},
"us-gaap_BalanceSheetLocationAxis": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Information by location on balance sheet (statement of financial position).",
"label": "Balance Sheet Location [Axis]"
}
}
},
"localname": "BalanceSheetLocationAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_BalanceSheetLocationDomain": {
"auth_ref": [
"r127",
"r129"
],
"lang": {
"en-us": {
"role": {
"documentation": "Location in the balance sheet (statement of financial position).",
"label": "Balance Sheet Location [Domain]"
}
}
},
"localname": "BalanceSheetLocationDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": {
"auth_ref": [
"r56"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.",
"label": "Basis of Presentation and Significant Accounting Policies [Text Block]",
"terseLabel": "Basis of Presentation and Summary of Significant Accounting Policies"
}
}
},
"localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_BusinessAcquisitionAcquireeDomain": {
"auth_ref": [
"r463",
"r663",
"r664"
],
"lang": {
"en-us": {
"role": {
"documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.",
"label": "Business Acquisition, Acquiree [Domain]"
}
}
},
"localname": "BusinessAcquisitionAcquireeDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_BusinessAcquisitionAxis": {
"auth_ref": [
"r113",
"r114",
"r463",
"r663",
"r664"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by business combination or series of individually immaterial business combinations.",
"label": "Business Acquisition [Axis]"
}
}
},
"localname": "BusinessAcquisitionAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_BusinessAcquisitionDateOfAcquisitionAgreement1": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Date when the business acquisition agreement was executed, in YYYY-MM-DD format.",
"label": "Business Acquisition, Date of Acquisition Agreement",
"terseLabel": "Date of agreement"
}
}
},
"localname": "BusinessAcquisitionDateOfAcquisitionAgreement1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "dateItemType"
},
"us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": {
"auth_ref": [
"r123"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares of equity interests issued or issuable to acquire entity.",
"label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares",
"terseLabel": "Business acquisition, number of shares",
"verboseLabel": "Business combination, number of shares"
}
}
},
"localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_BusinessAcquisitionNameOfAcquiredEntity": {
"auth_ref": [
"r110"
],
"lang": {
"en-us": {
"role": {
"documentation": "Name of the acquired entity.",
"label": "Business Acquisition, Name of Acquired Entity",
"terseLabel": "Name of acquired entity"
}
}
},
"localname": "BusinessAcquisitionNameOfAcquiredEntity",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_BusinessCombinationAcquisitionRelatedCosts": {
"auth_ref": [
"r109"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 5.0,
"parentTag": "us-gaap_OperatingCostsAndExpenses",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities.",
"label": "Business Combination, Acquisition Related Costs",
"terseLabel": "Acquisition related expenses",
"verboseLabel": "Acquisition-related expenses"
}
}
},
"localname": "BusinessCombinationAcquisitionRelatedCosts",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationConsiderationTransferred1": {
"auth_ref": [
"r120",
"r121",
"r122"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.",
"label": "Business Combination, Consideration Transferred",
"terseLabel": "Business combination, purchase consideration",
"totalLabel": "Business Combination, Consideration Transferred, Total",
"verboseLabel": "Cash consideration"
}
}
},
"localname": "BusinessCombinationConsiderationTransferred1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationDisclosureTextBlock": {
"auth_ref": [
"r124",
"r464"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).",
"label": "Business Combination Disclosure [Text Block]",
"terseLabel": "Acquisitions"
}
}
},
"localname": "BusinessCombinationDisclosureTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/Acquisitions"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognized": {
"auth_ref": [
"r117"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The amount, measured at acquisition-date fair value, of all liabilities assumed that arise from contingencies and were recognized by the entity.",
"label": "Business Combination, Liabilities Arising from Contingencies, Amount Recognized",
"periodEndLabel": "Balance as of March 31, 2023",
"periodStartLabel": "Balance as of January 1, 2023"
}
}
},
"localname": "BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognized",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognizedOtherThanAtFairValue": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The amount, measured at other than acquisition-date fair value, of all the liabilities assumed that arise from contingencies and were recognized by the entity, if the acquisition-date fair value cannot be determined and other criteria (as defined) related to the contingencies have been met.",
"label": "Business Combination, Liabilities Arising from Contingencies, Amount Recognized, Other than at Fair Value",
"terseLabel": "Business combination liabilities from contingencies"
}
}
},
"localname": "BusinessCombinationLiabilitiesArisingFromContingenciesAmountRecognizedOtherThanAtFairValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities": {
"auth_ref": [
"r116"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of deferred tax liability attributable to taxable temporary differences assumed at the acquisition date.",
"label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Deferred Tax Liabilities",
"terseLabel": "Recognized customer relationships as deferred tax liabilities"
}
}
},
"localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedDeferredTaxLiabilities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill": {
"auth_ref": [
"r116"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of intangible assets, excluding goodwill, acquired at the acquisition date.",
"label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill",
"terseLabel": "Recognized of customer relationships intangibles",
"totalLabel": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Intangible Assets, Other than Goodwill, Total"
}
}
},
"localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedIntangibleAssetsOtherThanGoodwill",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment": {
"auth_ref": [
"r115",
"r116"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The amount of property, plant, and equipment recognized as of the acquisition date.",
"label": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment",
"totalLabel": "Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Property, Plant, and Equipment, Total"
}
}
},
"localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedPropertyPlantAndEquipment",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsAdditionalDisclosuresAcquisitionCosts": {
"auth_ref": [
"r111"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "For transactions that are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination, such as related to pre-existing relationships with the acquiree, this element represents the disclosure of the amount of acquisition related costs.",
"label": "Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Costs",
"terseLabel": "Additions",
"verboseLabel": "Business combination, fair value"
}
}
},
"localname": "BusinessCombinationSeparatelyRecognizedTransactionsAdditionalDisclosuresAcquisitionCosts",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationStepAcquisitionEquityInterestInAcquireeFairValue1": {
"auth_ref": [
"r112"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Fair value at acquisition-date of the equity interest in the acquiree held by the acquirer, immediately before the acquisition date for businesses combined in stages.",
"label": "Business Combination, Step Acquisition, Equity Interest in Acquiree, Fair Value",
"terseLabel": "Business combination, fair value"
}
}
},
"localname": "BusinessCombinationStepAcquisitionEquityInterestInAcquireeFairValue1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_BusinessCombinationsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Business Combinations [Abstract]"
}
}
},
"localname": "BusinessCombinationsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_CapitalExpendituresIncurredButNotYetPaid": {
"auth_ref": [
"r52",
"r53",
"r54"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Future cash outflow to pay for purchases of fixed assets that have occurred.",
"label": "Capital Expenditures Incurred but Not yet Paid",
"terseLabel": "Capitalized stock-based compensation as website and software development costs"
}
}
},
"localname": "CapitalExpendituresIncurredButNotYetPaid",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_CapitalizedComputerSoftwareNet": {
"auth_ref": [
"r633"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 1.0,
"parentTag": "us-gaap_AssetsNoncurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The carrying amount of capitalized computer software costs net of accumulated amortization as of the balance sheet date.",
"label": "Capitalized Computer Software, Net",
"periodEndLabel": "Capitalized Computer Software, Net, Ending Balance",
"periodStartLabel": "Capitalized Computer Software, Net, Beginning Balance",
"terseLabel": "Website and software development costs, net",
"totalLabel": "Capitalized Computer Software, Net, Total"
}
}
},
"localname": "CapitalizedComputerSoftwareNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_CashAndCashEquivalentsAtCarryingValue": {
"auth_ref": [
"r50",
"r175",
"r635"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_AssetsCurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.",
"label": "Cash and Cash Equivalents, at Carrying Value",
"periodEndLabel": "Cash and cash equivalents, end of period",
"periodStartLabel": "Cash and cash equivalents, beginning of period",
"terseLabel": "Cash and cash equivalents",
"totalLabel": "Cash and Cash Equivalents, at Carrying Value, Total"
}
}
},
"localname": "CashAndCashEquivalentsAtCarryingValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_CashAndCashEquivalentsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.",
"label": "Cash and Cash Equivalents [Member]",
"verboseLabel": "Cash and Cash Equivalents [Member]"
}
}
},
"localname": "CashAndCashEquivalentsMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": {
"auth_ref": [
"r45",
"r50",
"r55"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.",
"label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents",
"periodEndLabel": "Cash and cash equivalents, end of period",
"periodStartLabel": "Cash and cash equivalents, beginning of period",
"totalLabel": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Total"
}
}
},
"localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": {
"auth_ref": [
"r45",
"r137"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.",
"label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect",
"totalLabel": "Net (decrease) / increase in cash and cash equivalents"
}
}
},
"localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ChangeInAccountingPrincipleAccountingStandardsUpdateAdopted": {
"auth_ref": [
"r167",
"r168",
"r215",
"r279",
"r280",
"r286",
"r287",
"r288",
"r289",
"r290",
"r451",
"r465",
"r466",
"r476",
"r479",
"r480",
"r490",
"r501",
"r503",
"r504",
"r505",
"r508",
"r509",
"r517",
"r521",
"r522",
"r523",
"r524",
"r532",
"r533",
"r580",
"r581",
"r606",
"r607"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicates (true false) whether accounting standards update was adopted.",
"label": "Change in Accounting Principle, Accounting Standards Update, Adopted [true false]",
"terseLabel": "Change in accounting principle, accounting standards update, adopted"
}
}
},
"localname": "ChangeInAccountingPrincipleAccountingStandardsUpdateAdopted",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "booleanItemType"
},
"us-gaap_ChangeInAccountingPrincipleAccountingStandardsUpdateAdoptionDate": {
"auth_ref": [
"r167",
"r168",
"r279",
"r280",
"r286",
"r287",
"r288",
"r289",
"r290",
"r451",
"r465",
"r466",
"r467",
"r476",
"r479",
"r480",
"r481",
"r484",
"r490",
"r501",
"r503",
"r504",
"r505",
"r508",
"r509",
"r517",
"r521",
"r522",
"r523",
"r524",
"r532",
"r533",
"r580",
"r581",
"r606",
"r607",
"r698"
],
"lang": {
"en-us": {
"role": {
"documentation": "Date accounting standards update was adopted, in YYYY-MM-DD format.",
"label": "Change in Accounting Principle, Accounting Standards Update, Adoption Date",
"terseLabel": "Change in accounting principle, accounting standards update, adoption date"
}
}
},
"localname": "ChangeInAccountingPrincipleAccountingStandardsUpdateAdoptionDate",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "dateItemType"
},
"us-gaap_ChangeInAccountingPrincipleAccountingStandardsUpdateImmaterialEffect": {
"auth_ref": [
"r216",
"r228",
"r281",
"r293",
"r455"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicates (true false) whether effect from applying amendment to accounting standards is immaterial.",
"label": "Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]",
"terseLabel": "Change in accounting principle, accounting standards update, immaterial effect"
}
}
},
"localname": "ChangeInAccountingPrincipleAccountingStandardsUpdateImmaterialEffect",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "booleanItemType"
},
"us-gaap_ClassOfStockDomain": {
"auth_ref": [
"r181",
"r182",
"r183",
"r208",
"r233",
"r234",
"r237",
"r239",
"r246",
"r247",
"r284",
"r337",
"r340",
"r341",
"r342",
"r348",
"r349",
"r369",
"r370",
"r373",
"r377",
"r384",
"r500",
"r634",
"r681",
"r690",
"r700"
],
"lang": {
"en-us": {
"role": {
"documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.",
"label": "Class of Stock [Domain]",
"terseLabel": "Class of Stock [Domain]"
}
}
},
"localname": "ClassOfStockDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "domainItemType"
},
"us-gaap_ClassOfStockLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Class of Stock [Line Items]",
"terseLabel": "Class of Stock [Line Items]"
}
}
},
"localname": "ClassOfStockLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights": {
"auth_ref": [
"r385"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of securities into which the class of warrant or right may be converted. For example, but not limited to, 500,000 warrants may be converted into 1,000,000 shares.",
"label": "Class of Warrant or Right, Number of Securities Called by Warrants or Rights",
"terseLabel": "Share issued in exercise of warrants"
}
}
},
"localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByWarrantsOrRights",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_CommitmentsAndContingencies": {
"auth_ref": [
"r23",
"r149",
"r160"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 1.0,
"parentTag": "us-gaap_LiabilitiesAndStockholdersEquity",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Represents the caption on the face of the balance sheet to indicate that the entity has entered into (1) purchase or supply arrangements that will require expending a portion of its resources to meet the terms thereof, and (2) is exposed to potential losses or, less frequently, gains, arising from (a) possible claims against a company's resources due to future performance under contract terms, and (b) possible losses or likely gains from uncertainties that will ultimately be resolved when one or more future events that are deemed likely to occur do occur or fail to occur.",
"label": "Commitments and Contingencies",
"terseLabel": "Commitments and contingencies (Note 8)"
}
}
},
"localname": "CommitmentsAndContingencies",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_CommitmentsAndContingenciesDisclosureAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Commitments and Contingencies Disclosure [Abstract]",
"terseLabel": "Commitments and Contingencies Disclosure [Abstract]"
}
}
},
"localname": "CommitmentsAndContingenciesDisclosureAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": {
"auth_ref": [
"r78",
"r331",
"r332",
"r621",
"r722"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for commitments and contingencies.",
"label": "Commitments and Contingencies Disclosure [Text Block]",
"terseLabel": "Commitments and Contingencies"
}
}
},
"localname": "CommitmentsAndContingenciesDisclosureTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingencies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_CommonClassAMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Classification of common stock representing ownership interest in a corporation.",
"label": "Class A Common Stock",
"terseLabel": "Common Class A [Member]",
"verboseLabel": "Class A Common Stock [Member]"
}
}
},
"localname": "CommonClassAMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_CommonClassBMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.",
"label": "Class B Common Stock",
"terseLabel": "Common Class B [Member]",
"verboseLabel": "Class B Common Stock [Member]"
}
}
},
"localname": "CommonClassBMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical"
],
"xbrltype": "domainItemType"
},
"us-gaap_CommonStockMember": {
"auth_ref": [
"r695",
"r696",
"r754"
],
"lang": {
"en-us": {
"role": {
"documentation": "Stock that is subordinate to all other stock of the issuer.",
"label": "Common Stock [Member]",
"terseLabel": "Common Stock [Member]"
}
}
},
"localname": "CommonStockMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_CommonStockParOrStatedValuePerShare": {
"auth_ref": [
"r8"
],
"lang": {
"en-us": {
"role": {
"documentation": "Face amount or stated value per share of common stock.",
"label": "Common Stock, Par or Stated Value Per Share",
"terseLabel": "Common Stock, Par or Stated Value Per Share",
"verboseLabel": "Common stock, par or stated value per share"
}
}
},
"localname": "CommonStockParOrStatedValuePerShare",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_CommonStockSharesAuthorized": {
"auth_ref": [
"r8"
],
"lang": {
"en-us": {
"role": {
"documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.",
"label": "Common Stock, Shares Authorized",
"terseLabel": "Common Stock, Shares Authorized",
"verboseLabel": "Common stock, shares authorized"
}
}
},
"localname": "CommonStockSharesAuthorized",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_CommonStockSharesIssued": {
"auth_ref": [
"r8"
],
"lang": {
"en-us": {
"role": {
"documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.",
"label": "Common Stock, Shares, Issued",
"terseLabel": "Common Stock, Shares, Issued",
"totalLabel": "Common Stock, Shares, Issued, Total"
}
}
},
"localname": "CommonStockSharesIssued",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical"
],
"xbrltype": "sharesItemType"
},
"us-gaap_CommonStockSharesOutstanding": {
"auth_ref": [
"r8",
"r87"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.",
"label": "Common Stock, Shares, Outstanding",
"periodEndLabel": "Common Stock, Shares, Outstanding, Ending Balance",
"periodStartLabel": "Common Stock, Shares, Outstanding, Beginning Balance",
"terseLabel": "Common stock, shares, Outstanding",
"verboseLabel": "Common stock, shares outstanding"
}
}
},
"localname": "CommonStockSharesOutstanding",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_CommonStockValue": {
"auth_ref": [
"r8",
"r671"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_StockholdersEquity",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.",
"label": "Common Stock, Value, Issued",
"periodEndLabel": "Common Stock, Value, Issued, Ending Balance",
"periodStartLabel": "Common Stock, Value, Issued, Beginning Balance",
"terseLabel": "Common stock value",
"totalLabel": "Common Stock, Value, Issued, Total"
}
}
},
"localname": "CommonStockValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_CompensationRelatedCostsPolicyTextBlock": {
"auth_ref": [
"r96"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.",
"label": "Compensation Related Costs, Policy [Policy Text Block]",
"terseLabel": "Stock-based compensation and other stock-based payments:"
}
}
},
"localname": "CompensationRelatedCostsPolicyTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ComprehensiveIncomeNetOfTax": {
"auth_ref": [
"r31",
"r192",
"r194",
"r199",
"r597",
"r602"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.",
"label": "Comprehensive Income (Loss), Net of Tax, Attributable to Parent",
"totalLabel": "Total comprehensive loss"
}
}
},
"localname": "ComprehensiveIncomeNetOfTax",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ConcentrationRiskBenchmarkDomain": {
"auth_ref": [
"r62",
"r63",
"r135",
"r136",
"r275",
"r620"
],
"lang": {
"en-us": {
"role": {
"documentation": "The denominator in a calculation of a disclosed concentration risk percentage.",
"label": "Concentration Risk Benchmark [Domain]"
}
}
},
"localname": "ConcentrationRiskBenchmarkDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ConcentrationRiskByBenchmarkAxis": {
"auth_ref": [
"r62",
"r63",
"r135",
"r136",
"r275",
"r618",
"r620"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by benchmark of concentration risk.",
"label": "Concentration Risk Benchmark [Axis]"
}
}
},
"localname": "ConcentrationRiskByBenchmarkAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ConcentrationRiskByTypeAxis": {
"auth_ref": [
"r62",
"r63",
"r135",
"r136",
"r275",
"r620",
"r772"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of concentration risk, for example, but not limited to, asset, liability, net assets, geographic, customer, employees, supplier, lender.",
"label": "Concentration Risk Type [Axis]"
}
}
},
"localname": "ConcentrationRiskByTypeAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ConcentrationRiskCreditRisk": {
"auth_ref": [
"r153",
"r249"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of accounting policy for credit risk.",
"label": "Concentration Risk, Credit Risk, Policy [Policy Text Block]",
"terseLabel": "Concentration of Credit Risk"
}
}
},
"localname": "ConcentrationRiskCreditRisk",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ConcentrationRiskPercentage1": {
"auth_ref": [
"r62",
"r63",
"r135",
"r136",
"r275"
],
"lang": {
"en-us": {
"role": {
"documentation": "For an entity that discloses a concentration risk in relation to quantitative amount, which serves as the \"benchmark\" (or denominator) in the equation, this concept represents the concentration percentage derived from the division.",
"label": "Concentration Risk, Percentage",
"terseLabel": "Customer concentration risk percentage",
"verboseLabel": "Revenues"
}
}
},
"localname": "ConcentrationRiskPercentage1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "percentItemType"
},
"us-gaap_ConcentrationRiskTypeDomain": {
"auth_ref": [
"r62",
"r63",
"r135",
"r136",
"r275",
"r620"
],
"lang": {
"en-us": {
"role": {
"documentation": "For an entity that discloses a concentration risk as a percentage of some financial balance or benchmark, identifies the type (for example, asset, liability, net assets, geographic, customer, employees, supplier, lender) of the concentration.",
"label": "Concentration Risk Type [Domain]"
}
}
},
"localname": "ConcentrationRiskTypeDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ConsiderationReceivedForBeneficialInterestObtainedForTransferringFinancialAsset": {
"auth_ref": [
"r53"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of beneficial interest received as consideration for transferring noncash financial asset. Includes, but is not limited to, trade receivable in securitization transaction.",
"label": "Consideration Received for Beneficial Interest Obtained for Transferring Financial Asset",
"terseLabel": "Non-cash\u00a0consideration for website and software development costs"
}
}
},
"localname": "ConsiderationReceivedForBeneficialInterestObtainedForTransferringFinancialAsset",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ConsolidationPolicyTextBlock": {
"auth_ref": [
"r125",
"r639"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.",
"label": "Consolidation, Policy [Policy Text Block]",
"terseLabel": "Principles of Consolidation"
}
}
},
"localname": "ConsolidationPolicyTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ContractWithCustomerAssetNetCurrent": {
"auth_ref": [
"r387",
"r388",
"r393"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, after allowance for credit loss, of right to consideration in exchange for good or service transferred to customer when right is conditioned on something other than passage of time, classified as current.",
"label": "Contract with Customer, Asset, after Allowance for Credit Loss, Current",
"terseLabel": "Contract assets",
"totalLabel": "Contract with Customer, Asset, after Allowance for Credit Loss, Current, Total"
}
}
},
"localname": "ContractWithCustomerAssetNetCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ContractWithCustomerLiabilityRevenueRecognized": {
"auth_ref": [
"r394"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of revenue recognized that was previously included in balance of obligation to transfer good or service to customer for which consideration from customer has been received or is due.",
"label": "Contract with Customer, Liability, Revenue Recognized",
"terseLabel": "Revenue recognised out of advance receipt"
}
}
},
"localname": "ContractWithCustomerLiabilityRevenueRecognized",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ContractWithCustomerSalesChannelAxis": {
"auth_ref": [
"r659",
"r726"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by sales channel for delivery of good or service in contract with customer.",
"label": "Contract with Customer, Sales Channel [Axis]"
}
}
},
"localname": "ContractWithCustomerSalesChannelAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ContractWithCustomerSalesChannelDomain": {
"auth_ref": [
"r659",
"r726"
],
"lang": {
"en-us": {
"role": {
"documentation": "Sales channel for delivery of good or service in contract with customer. Includes, but is not limited to, directly to consumer and through intermediary.",
"label": "Contract with Customer, Sales Channel [Domain]"
}
}
},
"localname": "ContractWithCustomerSalesChannelDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ConvertiblePreferredStockMember": {
"auth_ref": [
"r369",
"r370",
"r373"
],
"lang": {
"en-us": {
"role": {
"documentation": "Preferred stock that may be exchanged into common shares or other types of securities at the owner's option.",
"label": "Convertible Preferred Stock [Member]",
"terseLabel": "Redeemable Convertible Preferred Stock"
}
}
},
"localname": "ConvertiblePreferredStockMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_CostOfRevenue": {
"auth_ref": [
"r37",
"r208",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r500",
"r723"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 0.0,
"parentTag": "us-gaap_OperatingCostsAndExpenses",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.",
"label": "Cost of Revenue",
"terseLabel": "Cost of revenues (excluding depreciation and amortization)",
"totalLabel": "Cost of Revenue, Total"
}
}
},
"localname": "CostOfRevenue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_CostOfSalesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Primary financial statement caption encompassing cost of sales.",
"label": "Cost of Sales [Member]",
"terseLabel": "Cost of revenues (excluding depreciation and amortization) [Member]"
}
}
},
"localname": "CostOfSalesMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical"
],
"xbrltype": "domainItemType"
},
"us-gaap_CreditFacilityAxis": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.",
"label": "Credit Facility [Axis]"
}
}
},
"localname": "CreditFacilityAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_CreditFacilityDomain": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.",
"label": "Credit Facility [Domain]"
}
}
},
"localname": "CreditFacilityDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_CustomerRelationshipsMember": {
"auth_ref": [
"r119"
],
"lang": {
"en-us": {
"role": {
"documentation": "Customer relationship that exists between an entity and its customer, for example, but not limited to, tenant relationships.",
"label": "Customer Relationships [Member]",
"terseLabel": "Customer relationships"
}
}
},
"localname": "CustomerRelationshipsMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_DebtInstrumentAxis": {
"auth_ref": [
"r3",
"r4",
"r5",
"r145",
"r146",
"r154",
"r211",
"r350",
"r351",
"r352",
"r353",
"r354",
"r355",
"r356",
"r357",
"r358",
"r359",
"r360",
"r361",
"r362",
"r363",
"r364",
"r365",
"r520",
"r647",
"r648",
"r649",
"r650",
"r651",
"r691"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.",
"label": "Debt Instrument [Axis]"
}
}
},
"localname": "DebtInstrumentAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_DebtInstrumentCarryingAmount": {
"auth_ref": [
"r5",
"r146",
"r154",
"r367"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail": {
"order": 0.0,
"parentTag": "us-gaap_LongTermDebt",
"weight": 1.0
},
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.",
"label": "Long-Term Debt, Gross",
"terseLabel": "Total borrowings",
"totalLabel": "Total",
"verboseLabel": "Total*"
}
}
},
"localname": "DebtInstrumentCarryingAmount",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DebtInstrumentInterestRateDuringPeriod": {
"auth_ref": [
"r20",
"r138",
"r362"
],
"lang": {
"en-us": {
"role": {
"documentation": "The average effective interest rate during the reporting period.",
"label": "Debt Instrument, Interest Rate During Period",
"terseLabel": "Debt instrument, interest rate during period"
}
}
},
"localname": "DebtInstrumentInterestRateDuringPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "percentItemType"
},
"us-gaap_DebtInstrumentMaturityDate": {
"auth_ref": [
"r189",
"r647",
"r756"
],
"lang": {
"en-us": {
"role": {
"documentation": "Date when the debt instrument is scheduled to be fully repaid, in YYYY-MM-DD format.",
"label": "Debt Instrument, Maturity Date",
"terseLabel": "Debt instrument, maturity date"
}
}
},
"localname": "DebtInstrumentMaturityDate",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "dateItemType"
},
"us-gaap_DebtInstrumentNameDomain": {
"auth_ref": [
"r21",
"r211",
"r350",
"r351",
"r352",
"r353",
"r354",
"r355",
"r356",
"r357",
"r358",
"r359",
"r360",
"r361",
"r362",
"r363",
"r364",
"r365",
"r520",
"r647",
"r648",
"r649",
"r650",
"r651",
"r691"
],
"lang": {
"en-us": {
"role": {
"documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.",
"label": "Debt Instrument, Name [Domain]"
}
}
},
"localname": "DebtInstrumentNameDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_DeferredFinanceCostsNoncurrentGross": {
"auth_ref": [
"r139"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail": {
"order": 2.0,
"parentTag": "us-gaap_LongTermDebt",
"weight": -1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, before accumulated amortization, of debt issuance costs classified as noncurrent. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.",
"label": "Debt Issuance Cost, Gross, Noncurrent",
"negatedLabel": "Less:Unamortized deferred financing cost"
}
}
},
"localname": "DeferredFinanceCostsNoncurrentGross",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DeferredFinanceCostsNoncurrentNet": {
"auth_ref": [
"r139"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, after accumulated amortization, of debt issuance costs classified as noncurrent. Includes, but is not limited to, legal, accounting, underwriting, printing, and registration costs.",
"label": "Debt Issuance Costs, Noncurrent, Net",
"terseLabel": "Debt issuance costs",
"totalLabel": "Debt Issuance Costs, Noncurrent, Net, Total"
}
}
},
"localname": "DeferredFinanceCostsNoncurrentNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DeferredIncomeTaxAssetsNet": {
"auth_ref": [
"r444",
"r445"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 5.0,
"parentTag": "us-gaap_AssetsNoncurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, after allocation of valuation allowances and deferred tax liability, of deferred tax asset attributable to deductible differences and carryforwards, with jurisdictional netting.",
"label": "Deferred Income Tax Assets, Net",
"terseLabel": "Deferred tax assets, net",
"totalLabel": "Deferred Income Tax Assets, Net, Total"
}
}
},
"localname": "DeferredIncomeTaxAssetsNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DeferredRentCredit": {
"auth_ref": [
"r166",
"r760"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of excess of rental payment required by lease over rental income recognized.",
"label": "Deferred Rent Credit",
"terseLabel": "Deferred rent"
}
}
},
"localname": "DeferredRentCredit",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DeferredRevenueCurrent": {
"auth_ref": [
"r684"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 3.0,
"parentTag": "us-gaap_LiabilitiesCurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.",
"label": "Deferred Revenue, Current",
"terseLabel": "Deferred revenue",
"totalLabel": "Deferred Revenue, Current, Total"
}
}
},
"localname": "DeferredRevenueCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DepreciationAndAmortization": {
"auth_ref": [
"r48",
"r75"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 1.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
},
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 4.0,
"parentTag": "us-gaap_OperatingCostsAndExpenses",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.",
"label": "Depreciation, Depletion and Amortization, Nonproduction",
"terseLabel": "Depreciation and amortization",
"totalLabel": "Depreciation, Depletion and Amortization, Nonproduction, Total"
}
}
},
"localname": "DepreciationAndAmortization",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DerivativeFairValueOfDerivativeLiability": {
"auth_ref": [
"r25",
"r128",
"r142",
"r190",
"r637"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Fair value, before effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities elected not to be offset. Excludes liabilities not subject to a master netting arrangement.",
"label": "Derivative Liability, Subject to Master Netting Arrangement, before Offset",
"terseLabel": "Derivative liability, fair value"
}
}
},
"localname": "DerivativeFairValueOfDerivativeLiability",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_DisaggregationOfRevenueLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Disaggregation of Revenue [Line Items]"
}
}
},
"localname": "DisaggregationOfRevenueLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_DisaggregationOfRevenueTable": {
"auth_ref": [
"r392",
"r653",
"r654",
"r655",
"r656",
"r657",
"r658",
"r659"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of information about disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.",
"label": "Disaggregation of Revenue [Table]"
}
}
},
"localname": "DisaggregationOfRevenueTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_DisaggregationOfRevenueTableTextBlock": {
"auth_ref": [
"r726"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of disaggregation of revenue into categories depicting how nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factor.",
"label": "Disaggregation of Revenue [Table Text Block]",
"terseLabel": "Summary of Disaggregation of Revenue"
}
}
},
"localname": "DisaggregationOfRevenueTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": {
"auth_ref": [
"r408",
"r436",
"r437",
"r439",
"r443",
"r666"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for share-based payment arrangement.",
"label": "Share-Based Payment Arrangement [Text Block]",
"terseLabel": "Stock-Based Compensation"
}
}
},
"localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensation"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Share-Based Payment Arrangement [Abstract]",
"terseLabel": "Share-based Payment Arrangement [Abstract]"
}
}
},
"localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_DueToRelatedPartiesCurrentAndNoncurrent": {
"auth_ref": [
"r148",
"r161",
"r339",
"r340",
"r341",
"r347",
"r348",
"r349",
"r541",
"r693"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Carrying amount as of the balance sheet date of obligations due all related parties.",
"label": "Due to Related Parties",
"terseLabel": "Due to related party",
"totalLabel": "Due to Related Parties, Total"
}
}
},
"localname": "DueToRelatedPartiesCurrentAndNoncurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_EarningsPerShareAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Earnings Per Share [Abstract]",
"terseLabel": "Net loss per share"
}
}
},
"localname": "EarningsPerShareAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "stringItemType"
},
"us-gaap_EarningsPerShareBasic": {
"auth_ref": [
"r200",
"r220",
"r221",
"r222",
"r223",
"r224",
"r230",
"r233",
"r237",
"r238",
"r239",
"r243",
"r488",
"r489",
"r598",
"r603",
"r642"
],
"lang": {
"en-us": {
"role": {
"documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.",
"label": "Earnings Per Share, Basic",
"terseLabel": "Basic loss per share",
"totalLabel": "Earnings Per Share, Basic, Total"
}
}
},
"localname": "EarningsPerShareBasic",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_EarningsPerShareDiluted": {
"auth_ref": [
"r200",
"r220",
"r221",
"r222",
"r223",
"r224",
"r233",
"r237",
"r238",
"r239",
"r243",
"r488",
"r489",
"r598",
"r603",
"r642"
],
"lang": {
"en-us": {
"role": {
"documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.",
"label": "Earnings Per Share, Diluted",
"terseLabel": "Diluted loss per share",
"totalLabel": "Earnings Per Share, Diluted, Total"
}
}
},
"localname": "EarningsPerShareDiluted",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_EarningsPerShareDilutedLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]"
}
}
},
"localname": "EarningsPerShareDilutedLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_EarningsPerShareTextBlock": {
"auth_ref": [
"r240",
"r241",
"r242",
"r244"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for earnings per share.",
"label": "Earnings Per Share [Text Block]",
"terseLabel": "Net Loss Per Share Attributable to Common Stockholders"
}
}
},
"localname": "EarningsPerShareTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholders"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations": {
"auth_ref": [
"r758"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 4.0,
"parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase (decrease) from effect of exchange rate changes on cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; held in foreign currencies; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.",
"label": "Effect of Exchange Rate on Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations",
"terseLabel": "Effect of exchange rate changes on cash and cash equivalents",
"totalLabel": "Effect of exchange rate changes on cash and cash equivalents"
}
}
},
"localname": "EffectOfExchangeRateOnCashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_EffectiveIncomeTaxRateContinuingOperations": {
"auth_ref": [
"r447"
],
"lang": {
"en-us": {
"role": {
"documentation": "Percentage of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.",
"label": "Effective Income Tax Rate Reconciliation, Percent",
"terseLabel": "Effective tax rate",
"totalLabel": "Effective Income Tax Rate Reconciliation, Percent, Total"
}
}
},
"localname": "EffectiveIncomeTaxRateContinuingOperations",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IncomeTaxesAdditionalInformationDetail"
],
"xbrltype": "percentItemType"
},
"us-gaap_EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]",
"terseLabel": "Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]"
}
}
},
"localname": "EmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": {
"auth_ref": [
"r438"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.",
"label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount",
"terseLabel": "Unrecognized compensation expense",
"totalLabel": "Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total"
}
}
},
"localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": {
"auth_ref": [
"r438"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.",
"label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition",
"terseLabel": "Weighted average contractual years"
}
}
},
"localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "durationItemType"
},
"us-gaap_EmployeeStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "An Employee Stock Purchase Plan is a tax-efficient means by which employees of a corporation can purchase the corporation's stock.",
"label": "Employee Stock [Member]",
"terseLabel": "Employee stock member"
}
}
},
"localname": "EmployeeStockMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_EmployeeStockOptionMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Share-based payment arrangement granting right, subject to vesting and other restrictions, to purchase or sell certain number of shares at predetermined price for specified period of time.",
"label": "Share-Based Payment Arrangement, Option [Member]",
"terseLabel": "Options [Member]"
}
}
},
"localname": "EmployeeStockOptionMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_EquityComponentDomain": {
"auth_ref": [
"r87",
"r169",
"r195",
"r196",
"r197",
"r212",
"r213",
"r214",
"r217",
"r225",
"r227",
"r245",
"r292",
"r386",
"r440",
"r441",
"r442",
"r453",
"r454",
"r487",
"r510",
"r511",
"r512",
"r513",
"r514",
"r515",
"r537",
"r608",
"r609",
"r610"
],
"lang": {
"en-us": {
"role": {
"documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.",
"label": "Equity Component [Domain]"
}
}
},
"localname": "EquityComponentDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FairValueAdjustmentOfWarrants": {
"auth_ref": [
"r48",
"r83"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 3.0,
"parentTag": "us-gaap_OtherNonoperatingIncomeExpense",
"weight": -1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.",
"label": "Fair Value Adjustment of Warrants",
"terseLabel": "Change in fair value of warrants and derivative liabilities",
"verboseLabel": "Fair value adjustment of warrants"
}
}
},
"localname": "FairValueAdjustmentOfWarrants",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]",
"terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]"
}
}
},
"localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": {
"auth_ref": [
"r491",
"r492",
"r498"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.",
"label": "Fair Value, Recurring and Nonrecurring [Table]"
}
}
},
"localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": {
"auth_ref": [
"r131"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.",
"label": "Fair Value Measurement Inputs and Valuation Techniques [Table]"
}
}
},
"localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": {
"auth_ref": [
"r131"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.",
"label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]",
"terseLabel": "Summary of Fair Value Measurements Inputs"
}
}
},
"localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain": {
"auth_ref": [
"r132"
],
"lang": {
"en-us": {
"role": {
"documentation": "Class of asset.",
"label": "Asset Class [Domain]"
}
}
},
"localname": "FairValueAssetsMeasuredOnRecurringBasisUnobservableInputReconciliationByAssetClassDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FairValueByAssetClassAxis": {
"auth_ref": [
"r130",
"r134"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by class of asset.",
"label": "Asset Class [Axis]"
}
}
},
"localname": "FairValueByAssetClassAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueByFairValueHierarchyLevelAxis": {
"auth_ref": [
"r358",
"r396",
"r397",
"r398",
"r399",
"r400",
"r401",
"r492",
"r550",
"r551",
"r552",
"r648",
"r649",
"r660",
"r661",
"r662"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.",
"label": "Fair Value Hierarchy and NAV [Axis]"
}
}
},
"localname": "FairValueByFairValueHierarchyLevelAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueByLiabilityClassAxis": {
"auth_ref": [
"r133",
"r134"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by class of liability.",
"label": "Liability Class [Axis]"
}
}
},
"localname": "FairValueByLiabilityClassAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueByMeasurementFrequencyAxis": {
"auth_ref": [
"r491",
"r492",
"r494",
"r495",
"r499"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by measurement frequency.",
"label": "Measurement Frequency [Axis]"
}
}
},
"localname": "FairValueByMeasurementFrequencyAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueDisclosuresAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Fair Value Disclosures [Abstract]",
"terseLabel": "Fair Value Disclosures [Abstract]"
}
}
},
"localname": "FairValueDisclosuresAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_FairValueDisclosuresTextBlock": {
"auth_ref": [
"r497"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.",
"label": "Fair Value Disclosures [Text Block]",
"terseLabel": "Fair Value Disclosures"
}
}
},
"localname": "FairValueDisclosuresTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosures"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_FairValueInputsLevel1Member": {
"auth_ref": [
"r358",
"r396",
"r401",
"r492",
"r550",
"r660",
"r661",
"r662"
],
"lang": {
"en-us": {
"role": {
"documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.",
"label": "Fair Value, Inputs, Level 1 [Member]",
"terseLabel": "Level 1 [Member]"
}
}
},
"localname": "FairValueInputsLevel1Member",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FairValueInputsLevel3Member": {
"auth_ref": [
"r358",
"r396",
"r397",
"r398",
"r399",
"r400",
"r401",
"r492",
"r552",
"r648",
"r649",
"r660",
"r661",
"r662"
],
"lang": {
"en-us": {
"role": {
"documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.",
"label": "Fair Value, Inputs, Level 3 [Member]",
"terseLabel": "Level 3 [Member]"
}
}
},
"localname": "FairValueInputsLevel3Member",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FairValueInputsQuantitativeInformationAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Fair Value Measurement Inputs and Valuation Techniques [Abstract]"
}
}
},
"localname": "FairValueInputsQuantitativeInformationAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisChangeInUnrealizedGainLoss": {
"auth_ref": [
"r496"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of unrealized gain (loss) recognized in income from liability measured at fair value on recurring basis using unobservable input (level 3) and still held.",
"label": "Fair Value, Liability, Recurring Basis, Still Held, Unrealized Gain (Loss)",
"terseLabel": "Change in fair value"
}
}
},
"localname": "FairValueLiabilitiesMeasuredOnRecurringBasisChangeInUnrealizedGainLoss",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain": {
"auth_ref": [
"r132"
],
"lang": {
"en-us": {
"role": {
"documentation": "Represents classes of liabilities measured and disclosed at fair value.",
"label": "Fair Value by Liability Class [Domain]"
}
}
},
"localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationByLiabilityClassDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]",
"terseLabel": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]"
}
}
},
"localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable": {
"auth_ref": [
"r132",
"r134"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of information required and determined to be provided for purposes of reconciling beginning and ending balances of fair value measurements of liabilities using significant unobservable inputs (level 3). Separately presenting changes during the period, attributable to: (1) total gains or losses for the period (realized and unrealized) and location reported in the statement of income (or activities); (2) purchases, sales, issuances, and settlements (net); (3) transfers in and/or out of Level 3.",
"label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table]"
}
}
},
"localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock": {
"auth_ref": [
"r132",
"r134"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of the fair value measurement of liabilities using significant unobservable inputs (Level 3), a reconciliation of the beginning and ending balances, separately presenting changes attributable to the following: (1) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings (or changes in net assets), and gains or losses recognized in other comprehensive income (loss) and a description of where those gains or losses included in earnings (or changes in net assets) are reported in the statement of income (or activities); (2) purchases, sales, issues, and settlements (each type disclosed separately); and (3) transfers in and transfers out of Level 3 (for example, transfers due to changes in the observability of significant inputs) by class of liability.",
"label": "Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]",
"terseLabel": "Summary of Reconciliations of Changes In The Fair Value of The Liabilities"
}
}
},
"localname": "FairValueLiabilitiesMeasuredOnRecurringBasisUnobservableInputReconciliationTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_FairValueMeasurementFrequencyDomain": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Measurement frequency.",
"label": "Measurement Frequency [Domain]"
}
}
},
"localname": "FairValueMeasurementFrequencyDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue": {
"auth_ref": [
"r132"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Fair value of financial instrument classified as a liability measured using unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.",
"label": "Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value",
"periodEndLabel": "Balance as of March 31, 2023",
"periodStartLabel": "Balance as of January 1, 2023"
}
}
},
"localname": "FairValueMeasurementWithUnobservableInputsReconciliationsRecurringBasisLiabilityValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FairValueMeasurementsFairValueHierarchyDomain": {
"auth_ref": [
"r358",
"r396",
"r397",
"r398",
"r399",
"r400",
"r401",
"r550",
"r551",
"r552",
"r648",
"r649",
"r660",
"r661",
"r662"
],
"lang": {
"en-us": {
"role": {
"documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.",
"label": "Fair Value Hierarchy and NAV [Domain]"
}
}
},
"localname": "FairValueMeasurementsFairValueHierarchyDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FairValueMeasurementsRecurringMember": {
"auth_ref": [
"r497",
"r499"
],
"lang": {
"en-us": {
"role": {
"documentation": "Frequent fair value measurement. Includes, but is not limited to, fair value adjustment for impairment of asset, liability or equity, frequently measured at fair value.",
"label": "Fair Value, Recurring [Member]",
"terseLabel": "Fair Value, Recurring [Member]"
}
}
},
"localname": "FairValueMeasurementsRecurringMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FinancialInstrumentAxis": {
"auth_ref": [
"r282",
"r283",
"r297",
"r299",
"r300",
"r301",
"r302",
"r303",
"r304",
"r305",
"r366",
"r382",
"r477",
"r547",
"r548",
"r549",
"r550",
"r551",
"r552",
"r553",
"r554",
"r555",
"r556",
"r557",
"r558",
"r559",
"r560",
"r561",
"r562",
"r563",
"r564",
"r565",
"r566",
"r567",
"r568",
"r569",
"r570",
"r571",
"r572",
"r573",
"r574",
"r575",
"r576",
"r645",
"r705",
"r706",
"r707",
"r773",
"r774",
"r775",
"r776",
"r777",
"r778",
"r779"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of financial instrument.",
"label": "Financial Instrument [Axis]"
}
}
},
"localname": "FinancialInstrumentAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FiniteLivedIntangibleAssetUsefulLife": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Useful life of finite-lived intangible assets, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.",
"label": "Finite-Lived Intangible Asset, Useful Life",
"terseLabel": "Finite lived intangible assets useful lives"
}
}
},
"localname": "FiniteLivedIntangibleAssetUsefulLife",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "durationItemType"
},
"us-gaap_FiniteLivedIntangibleAssetWeightedAveragePeriodBeforeNextRenewalOrExtension": {
"auth_ref": [
"r74"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average period before the next renewal or extension (both explicit and implicit) for intangible assets that have been renewed or extended, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.",
"label": "Finite-Lived Intangible Asset, Weighted Average Period before Next Renewal or Extension",
"terseLabel": "Weighted average useful life of the unamortized intangibles"
}
}
},
"localname": "FiniteLivedIntangibleAssetWeightedAveragePeriodBeforeNextRenewalOrExtension",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsAdditionalInformationDetail"
],
"xbrltype": "durationItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsAccumulatedAmortization": {
"auth_ref": [
"r177",
"r324"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail": {
"order": 1.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Accumulated amount of amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.",
"label": "Finite-Lived Intangible Assets, Accumulated Amortization",
"terseLabel": "Accumulated amortization"
}
}
},
"localname": "FiniteLivedIntangibleAssetsAccumulatedAmortization",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail": {
"order": 5.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of amortization for asset, excluding financial asset and goodwill, lacking physical substance with finite life expected to be recognized after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Finite-Lived Intangible Asset, Expected Amortization, after Year Five",
"terseLabel": "2028 and thereafter"
}
}
},
"localname": "FiniteLivedIntangibleAssetsAmortizationExpenseAfterYearFive",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths": {
"auth_ref": [
"r73"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail": {
"order": 1.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Finite-Lived Intangible Asset, Expected Amortization, Year One",
"terseLabel": "2024"
}
}
},
"localname": "FiniteLivedIntangibleAssetsAmortizationExpenseNextTwelveMonths",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail": {
"order": 0.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in remainder of current fiscal year.",
"label": "Finite-Lived Intangible Asset, Expected Amortization, Remainder of Fiscal Year",
"terseLabel": "Remaining nine months of 2023"
}
}
},
"localname": "FiniteLivedIntangibleAssetsAmortizationExpenseRemainderOfFiscalYear",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearFour": {
"auth_ref": [
"r73"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail": {
"order": 4.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Finite-Lived Intangible Asset, Expected Amortization, Year Four",
"terseLabel": "2027"
}
}
},
"localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearFour",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearThree": {
"auth_ref": [
"r73"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail": {
"order": 3.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Finite-Lived Intangible Asset, Expected Amortization, Year Three",
"terseLabel": "2026"
}
}
},
"localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearThree",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo": {
"auth_ref": [
"r73"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail": {
"order": 2.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of amortization for assets, excluding financial assets and goodwill, lacking physical substance with finite life expected to be recognized in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Finite-Lived Intangible Asset, Expected Amortization, Year Two",
"terseLabel": "2025"
}
}
},
"localname": "FiniteLivedIntangibleAssetsAmortizationExpenseYearTwo",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": {
"auth_ref": [
"r322",
"r323",
"r324",
"r325",
"r579",
"r583"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by major type or class of finite-lived intangible assets.",
"label": "Finite-Lived Intangible Assets by Major Class [Axis]"
}
}
},
"localname": "FiniteLivedIntangibleAssetsByMajorClassAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]"
}
}
},
"localname": "FiniteLivedIntangibleAssetsFutureAmortizationExpenseAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsGross": {
"auth_ref": [
"r71",
"r583"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail": {
"order": 0.0,
"parentTag": "us-gaap_FiniteLivedIntangibleAssetsNet",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount before amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.",
"label": "Finite-Lived Intangible Assets, Gross",
"terseLabel": "Gross value",
"totalLabel": "Finite-Lived Intangible Assets, Gross, Total"
}
}
},
"localname": "FiniteLivedIntangibleAssetsGross",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Finite-Lived Intangible Assets [Line Items]"
}
}
},
"localname": "FiniteLivedIntangibleAssetsLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": {
"auth_ref": [
"r68",
"r70"
],
"lang": {
"en-us": {
"role": {
"documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company.",
"label": "Finite-Lived Intangible Assets, Major Class Name [Domain]"
}
}
},
"localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_FiniteLivedIntangibleAssetsNet": {
"auth_ref": [
"r71",
"r579"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
},
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount after amortization of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.",
"label": "Finite-Lived Intangible Assets, Net",
"periodEndLabel": "Finite-Lived Intangible Assets, Net, Ending Balance",
"periodStartLabel": "Finite-Lived Intangible Assets, Net, Beginning Balance",
"terseLabel": "Net value",
"totalLabel": "Net value"
}
}
},
"localname": "FiniteLivedIntangibleAssetsNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfTotalEstimatedFutureAmortizationExpenseDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_GainsLossesOnExtinguishmentOfDebt": {
"auth_ref": [
"r48",
"r80",
"r81"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 3.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": -1.0
},
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 2.0,
"parentTag": "us-gaap_OtherNonoperatingIncomeExpense",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.",
"label": "Gain (Loss) on Extinguishment of Debt",
"negatedLabel": "Gain on debt extinguishment",
"negatedTerseLabel": "Gain on extinguishment of debt",
"terseLabel": "Gain on extinguishment of debt",
"totalLabel": "Gain (Loss) on Extinguishment of Debt, Total"
}
}
},
"localname": "GainsLossesOnExtinguishmentOfDebt",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_GeneralAndAdministrativeExpense": {
"auth_ref": [
"r38"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 1.0,
"parentTag": "us-gaap_OperatingCostsAndExpenses",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.",
"label": "General and Administrative Expense",
"terseLabel": "General and administrative expenses",
"totalLabel": "General and Administrative Expense, Total"
}
}
},
"localname": "GeneralAndAdministrativeExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_GeneralAndAdministrativeExpenseMember": {
"auth_ref": [
"r35"
],
"lang": {
"en-us": {
"role": {
"documentation": "Primary financial statement caption encompassing general and administrative expense.",
"label": "General and Administrative Expense [Member]",
"terseLabel": "General and administrative expenses [Member]"
}
}
},
"localname": "GeneralAndAdministrativeExpenseMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical"
],
"xbrltype": "domainItemType"
},
"us-gaap_Goodwill": {
"auth_ref": [
"r176",
"r308",
"r596",
"r646",
"r671",
"r709",
"r716"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 4.0,
"parentTag": "us-gaap_AssetsNoncurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.",
"label": "Goodwill",
"periodEndLabel": "Balance as of March 31, 2023",
"periodStartLabel": "Balance as of January 1, 2023",
"terseLabel": "Goodwill",
"totalLabel": "Goodwill, Total",
"verboseLabel": "Recognized of customer relationships as goodwill"
}
}
},
"localname": "Goodwill",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_GoodwillAcquiredDuringPeriod": {
"auth_ref": [
"r310",
"r646"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase in asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized resulting from a business combination.",
"label": "Goodwill, Acquired During Period",
"terseLabel": "Acquisition"
}
}
},
"localname": "GoodwillAcquiredDuringPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_GoodwillDisclosureTextBlock": {
"auth_ref": [
"r317",
"r319",
"r321",
"r646"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for goodwill.",
"label": "Goodwill Disclosure [Text Block]",
"terseLabel": "Goodwill"
}
}
},
"localname": "GoodwillDisclosureTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/Goodwill"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_GoodwillForeignCurrencyTranslationGainLoss": {
"auth_ref": [
"r314"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of foreign currency translation gain (loss) which increases (decreases) an asset representing future economic benefits from other assets acquired in a business combination that are not individually identified and separately recognized.",
"label": "Goodwill, Foreign Currency Translation Gain (Loss)",
"terseLabel": "Foreign currency translation"
}
}
},
"localname": "GoodwillForeignCurrencyTranslationGainLoss",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_GoodwillLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Goodwill [Line Items]"
}
}
},
"localname": "GoodwillLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_IPOMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "First sale of stock by a private company to the public.",
"label": "IPO [Member]",
"terseLabel": "IPO [Member]",
"verboseLabel": "IPO [Member]"
}
}
},
"localname": "IPOMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": {
"auth_ref": [
"r33",
"r143",
"r150",
"r163",
"r255",
"r263",
"r269",
"r271",
"r599",
"r644"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 0.0,
"parentTag": "us-gaap_NetIncomeLoss",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.",
"label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest",
"negatedLabel": "Pre-tax loss",
"terseLabel": "Loss before income taxes",
"totalLabel": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest, Total"
}
}
},
"localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IncomeTaxesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncomeStatementAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Income Statement [Abstract]"
}
}
},
"localname": "IncomeStatementAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_IncomeStatementLocationAxis": {
"auth_ref": [
"r327",
"r328"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by location in the income statement.",
"label": "Income Statement Location [Axis]"
}
}
},
"localname": "IncomeStatementLocationAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical"
],
"xbrltype": "stringItemType"
},
"us-gaap_IncomeStatementLocationDomain": {
"auth_ref": [
"r328"
],
"lang": {
"en-us": {
"role": {
"documentation": "Location in the income statement.",
"label": "Income Statement Location [Domain]"
}
}
},
"localname": "IncomeStatementLocationDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical"
],
"xbrltype": "domainItemType"
},
"us-gaap_IncomeTaxDisclosureAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Income Tax Disclosure [Abstract]"
}
}
},
"localname": "IncomeTaxDisclosureAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_IncomeTaxDisclosureTextBlock": {
"auth_ref": [
"r209",
"r448",
"r449",
"r450",
"r456",
"r458",
"r460",
"r461",
"r462"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.",
"label": "Income Tax Disclosure [Text Block]",
"terseLabel": "Income Taxes"
}
}
},
"localname": "IncomeTaxDisclosureTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IncomeTaxes"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_IncomeTaxExpenseBenefit": {
"auth_ref": [
"r210",
"r226",
"r227",
"r254",
"r446",
"r457",
"r459",
"r604"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 1.0,
"parentTag": "us-gaap_NetIncomeLoss",
"weight": -1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.",
"label": "Income Tax Expense (Benefit)",
"negatedLabel": "Income tax provision",
"terseLabel": "Income tax provision/(benefit)",
"totalLabel": "Income Tax Expense (Benefit), Total",
"verboseLabel": "Income tax provision"
}
}
},
"localname": "IncomeTaxExpenseBenefit",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IncomeTaxesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncomeTaxesPaidNet": {
"auth_ref": [
"r51"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income, net of any cash received during the current period as refunds for the overpayment of taxes.",
"label": "Income Taxes Paid, Net",
"terseLabel": "Cash paid for income taxes, net of refund",
"totalLabel": "Income Taxes Paid, Net, Total"
}
}
},
"localname": "IncomeTaxesPaidNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInAccountsPayable": {
"auth_ref": [
"r47"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 13.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.",
"label": "Increase (Decrease) in Accounts Payable",
"terseLabel": "Accounts payable",
"totalLabel": "Increase (Decrease) in Accounts Payable, Total"
}
}
},
"localname": "IncreaseDecreaseInAccountsPayable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInAccountsReceivable": {
"auth_ref": [
"r47"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 8.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.",
"label": "Increase (Decrease) in Accounts Receivable",
"negatedLabel": "Account receivable"
}
}
},
"localname": "IncreaseDecreaseInAccountsReceivable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities": {
"auth_ref": [
"r689"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 14.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase (decrease) in accrued expenses, and obligations classified as other.",
"label": "Increase (Decrease) in Accrued Liabilities and Other Operating Liabilities",
"terseLabel": "Accrued expenses and other current liabilities"
}
}
},
"localname": "IncreaseDecreaseInAccruedLiabilitiesAndOtherOperatingLiabilities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInDeferredRevenue": {
"auth_ref": [
"r638"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 12.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase (decrease) in deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable.",
"label": "Increase (Decrease) in Deferred Revenue",
"terseLabel": "Deferred revenue"
}
}
},
"localname": "IncreaseDecreaseInDeferredRevenue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInOtherCurrentAssets": {
"auth_ref": [
"r689"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 10.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase (decrease) in current assets classified as other.",
"label": "Increase (Decrease) in Other Current Assets",
"negatedLabel": "Other current assets"
}
}
},
"localname": "IncreaseDecreaseInOtherCurrentAssets",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInOtherNoncurrentAssets": {
"auth_ref": [
"r689"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 11.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase (decrease) in noncurrent assets classified as other.",
"label": "Increase (Decrease) in Other Noncurrent Assets",
"negatedLabel": "Other\u00a0non-current\u00a0assets"
}
}
},
"localname": "IncreaseDecreaseInOtherNoncurrentAssets",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInOtherNoncurrentLiabilities": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 15.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of increase (decrease) in noncurrent operating liabilities classified as other.",
"label": "Increase (Decrease) in Other Noncurrent Liabilities",
"verboseLabel": "Other\u00a0non-current\u00a0liabilities"
}
}
},
"localname": "IncreaseDecreaseInOtherNoncurrentLiabilities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IncreaseDecreaseInPrepaidExpense": {
"auth_ref": [
"r47"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 9.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.",
"label": "Increase (Decrease) in Prepaid Expense",
"negatedLabel": "Prepaid expenses"
}
}
},
"localname": "IncreaseDecreaseInPrepaidExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_IntangibleAssetsDisclosureTextBlock": {
"auth_ref": [
"r326"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for all or part of the information related to intangible assets.",
"label": "Intangible Assets Disclosure [Text Block]",
"terseLabel": "Intangible Assets"
}
}
},
"localname": "IntangibleAssetsDisclosureTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssets"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_IntangibleAssetsNetExcludingGoodwill": {
"auth_ref": [
"r66",
"r69"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 3.0,
"parentTag": "us-gaap_AssetsNoncurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Sum of the carrying amounts of all intangible assets, excluding goodwill, as of the balance sheet date, net of accumulated amortization and impairment charges.",
"label": "Intangible Assets, Net (Excluding Goodwill)",
"terseLabel": "Intangible assets, net",
"totalLabel": "Intangible Assets, Net (Excluding Goodwill), Total"
}
}
},
"localname": "IntangibleAssetsNetExcludingGoodwill",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_InterestExpense": {
"auth_ref": [
"r139",
"r152",
"r198",
"r253",
"r519"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 0.0,
"parentTag": "us-gaap_OtherNonoperatingIncomeExpense",
"weight": -1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of the cost of borrowed funds accounted for as interest expense.",
"label": "Interest Expense",
"terseLabel": "Interest expense",
"totalLabel": "Interest Expense, Total"
}
}
},
"localname": "InterestExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_InterestPaidNet": {
"auth_ref": [
"r202",
"r205",
"r206"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.",
"label": "Interest Paid, Excluding Capitalized Interest, Operating Activities",
"terseLabel": "Cash paid for interest, net"
}
}
},
"localname": "InterestPaidNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LeasesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Leases [Abstract]"
}
}
},
"localname": "LeasesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_LesseeLeasesPolicyTextBlock": {
"auth_ref": [
"r529"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.",
"label": "Lessee, Leases [Policy Text Block]",
"terseLabel": "Operating leases"
}
}
},
"localname": "LesseeLeasesPolicyTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": {
"auth_ref": [
"r759"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.",
"label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]",
"terseLabel": "Summary of Future Minimum Payments Under Operating Leases"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": {
"auth_ref": [
"r530"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.",
"label": "Lessee, Operating Lease, Liability, to be Paid",
"totalLabel": "Total undiscounted lease commitments"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityPaymentsDue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": {
"auth_ref": [
"r530"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Lessee, Operating Lease, Liability, to be Paid, Year One",
"terseLabel": "2023",
"verboseLabel": "2024"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": {
"auth_ref": [
"r530"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Lessee, Operating Lease, Liability, to be Paid, Year Three",
"terseLabel": "2025",
"verboseLabel": "2026"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": {
"auth_ref": [
"r530"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Lessee, Operating Lease, Liability, to be Paid, Year Two",
"terseLabel": "2024",
"verboseLabel": "2025"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear": {
"auth_ref": [
"r759"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease having initial or remaining lease term in excess of one year to be paid in remainder of current fiscal year.",
"label": "Lessee, Operating Lease, Liability, to be Paid, Remainder of Fiscal Year",
"terseLabel": "Remaining three months of 2022",
"verboseLabel": "Remaining nine months of 2023"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityPaymentsRemainderOfFiscalYear",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": {
"auth_ref": [
"r530"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.",
"label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount",
"negatedLabel": "Less: Short term leases and interest component",
"terseLabel": "Less: Short term leases and interest component"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LesseeOperatingLeasesTextBlock": {
"auth_ref": [
"r531"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.",
"label": "Lessee, Operating Leases [Text Block]",
"terseLabel": "Leases"
}
}
},
"localname": "LesseeOperatingLeasesTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeases"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_LetterOfCreditMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "A document typically issued by a financial institution which acts as a guarantee of payment to a beneficiary, or as the source of payment for a specific transaction (for example, wiring funds to a foreign exporter if and when specified merchandise is accepted pursuant to the terms of the letter of credit).",
"label": "Letter of Credit [Member]",
"terseLabel": "Letter of Credit [Member]"
}
}
},
"localname": "LetterOfCreditMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_Liabilities": {
"auth_ref": [
"r17",
"r208",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r471",
"r474",
"r475",
"r500",
"r643",
"r723",
"r763",
"r764"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_LiabilitiesAndStockholdersEquity",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.",
"label": "Liabilities",
"totalLabel": "Total liabilities"
}
}
},
"localname": "Liabilities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LiabilitiesAndStockholdersEquity": {
"auth_ref": [
"r13",
"r147",
"r158",
"r671",
"r692",
"r708",
"r757"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.",
"label": "Liabilities and Equity",
"totalLabel": "Total liabilities and stockholders' equity"
}
}
},
"localname": "LiabilitiesAndStockholdersEquity",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LiabilitiesAndStockholdersEquityAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Liabilities and Equity [Abstract]",
"terseLabel": "Liabilities and Stockholders' Equity"
}
}
},
"localname": "LiabilitiesAndStockholdersEquityAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "stringItemType"
},
"us-gaap_LiabilitiesAssumed1": {
"auth_ref": [
"r52",
"r53",
"r54"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The fair value of liabilities assumed in noncash investing or financing activities.",
"label": "Liabilities Assumed",
"terseLabel": "Liability established in connection with acquisitions"
}
}
},
"localname": "LiabilitiesAssumed1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LiabilitiesCurrent": {
"auth_ref": [
"r19",
"r174",
"r208",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r471",
"r474",
"r475",
"r500",
"r671",
"r723",
"r763",
"r764"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_Liabilities",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.",
"label": "Liabilities, Current",
"totalLabel": "Total current liabilities"
}
}
},
"localname": "LiabilitiesCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LiabilitiesCurrentAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Liabilities, Current [Abstract]",
"terseLabel": "Current liabilities:"
}
}
},
"localname": "LiabilitiesCurrentAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "stringItemType"
},
"us-gaap_LiabilitiesFairValueDisclosure": {
"auth_ref": [
"r130"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Fair value of financial and nonfinancial obligations.",
"label": "Liabilities, Fair Value Disclosure",
"totalLabel": "Liabilities, Fair Value Disclosure, Total",
"verboseLabel": "Liabilities measured at fair value"
}
}
},
"localname": "LiabilitiesFairValueDisclosure",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LiabilitiesFairValueDisclosureAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Liabilities, Fair Value Disclosure [Abstract]",
"terseLabel": "Liabilities"
}
}
},
"localname": "LiabilitiesFairValueDisclosureAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_LiabilitiesNoncurrent": {
"auth_ref": [
"r0",
"r1",
"r2",
"r5",
"r6",
"r208",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r471",
"r474",
"r475",
"r500",
"r723",
"r763",
"r764"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 1.0,
"parentTag": "us-gaap_Liabilities",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of obligation due after one year or beyond the normal operating cycle, if longer.",
"label": "Liabilities, Noncurrent",
"totalLabel": "Total non-current liabilities"
}
}
},
"localname": "LiabilitiesNoncurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LiabilitiesNoncurrentAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Liabilities, Noncurrent [Abstract]",
"terseLabel": "Non-current liabilities:"
}
}
},
"localname": "LiabilitiesNoncurrentAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "stringItemType"
},
"us-gaap_LineOfCredit": {
"auth_ref": [
"r5",
"r146",
"r154"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.",
"label": "Long-Term Line of Credit",
"terseLabel": "Long-term line of credit",
"totalLabel": "Long-term Line of Credit, Total"
}
}
},
"localname": "LineOfCredit",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LineOfCreditFacilityAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Line of Credit Facility [Abstract]"
}
}
},
"localname": "LineOfCreditFacilityAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_LineOfCreditFacilityAxis": {
"auth_ref": [
"r15",
"r691"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by name of lender, which may be a single entity (for example, but not limited to, a bank, pension fund, venture capital firm) or a group of entities that participate in the line of credit.",
"label": "Lender Name [Axis]"
}
}
},
"localname": "LineOfCreditFacilityAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_LineOfCreditFacilityCurrentBorrowingCapacity": {
"auth_ref": [
"r15"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility.",
"label": "Line of Credit Facility, Current Borrowing Capacity",
"terseLabel": "Line of credit facility, current borrowing capacity"
}
}
},
"localname": "LineOfCreditFacilityCurrentBorrowingCapacity",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LineOfCreditFacilityInterestRateAtPeriodEnd": {
"auth_ref": [
"r15"
],
"lang": {
"en-us": {
"role": {
"documentation": "The effective interest rate at the end of the reporting period.",
"label": "Line of Credit Facility, Interest Rate at Period End",
"verboseLabel": "Interest charged on outstanding balance, Interest rate"
}
}
},
"localname": "LineOfCreditFacilityInterestRateAtPeriodEnd",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "percentItemType"
},
"us-gaap_LineOfCreditFacilityInterestRateDescription": {
"auth_ref": [
"r15"
],
"lang": {
"en-us": {
"role": {
"documentation": "Description of interest rate for borrowing under credit facility. Includes, but is not limited to, terms and method for determining interest rate.",
"label": "Line of Credit Facility, Interest Rate Description",
"terseLabel": "Line of credit facility, interest rate description"
}
}
},
"localname": "LineOfCreditFacilityInterestRateDescription",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_LineOfCreditFacilityLenderDomain": {
"auth_ref": [
"r15",
"r691"
],
"lang": {
"en-us": {
"role": {
"documentation": "Identification of the lender, which may be a single entity (for example, a bank, pension fund, venture capital firm) or a group of entities that participate in the line of credit, including a letter of credit facility.",
"label": "Line of Credit Facility, Lender [Domain]"
}
}
},
"localname": "LineOfCreditFacilityLenderDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_LineOfCreditFacilityLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Line of Credit Facility [Line Items]"
}
}
},
"localname": "LineOfCreditFacilityLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_LineOfCreditFacilityMaximumAmountOutstandingDuringPeriod": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Maximum amount borrowed under the credit facility at any time during the period.",
"label": "Line of Credit Facility, Maximum Amount Outstanding During Period",
"terseLabel": "Outstanding balance of the revolving loan"
}
}
},
"localname": "LineOfCreditFacilityMaximumAmountOutstandingDuringPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LineOfCreditFacilityRemainingBorrowingCapacity": {
"auth_ref": [
"r15"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of borrowing capacity currently available under the credit facility (current borrowing capacity less the amount of borrowings outstanding).",
"label": "Line of Credit Facility, Remaining Borrowing Capacity",
"terseLabel": "Line of credit facility, remaining borrowing capacity"
}
}
},
"localname": "LineOfCreditFacilityRemainingBorrowingCapacity",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LineOfCreditFacilityTable": {
"auth_ref": [
"r15",
"r691"
],
"lang": {
"en-us": {
"role": {
"documentation": "A table or schedule providing information pertaining to short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.",
"label": "Line of Credit Facility [Table]"
}
}
},
"localname": "LineOfCreditFacilityTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_LineOfCreditMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.",
"label": "Line of Credit [Member]",
"terseLabel": "Line of Credit [Member]"
}
}
},
"localname": "LineOfCreditMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_LoansPayableFairValueDisclosure": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Fair value portion of contractual obligation to pay money on demand or on fixed or determinable dates.",
"label": "Loans Payable, Fair Value Disclosure",
"verboseLabel": "Loans payable, fair value disclosure"
}
}
},
"localname": "LoansPayableFairValueDisclosure",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LondonInterbankOfferedRateLIBORMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Interest rate at which a bank borrows funds from other banks in the London interbank market.",
"label": "London Interbank Offered Rate (LIBOR) [Member]",
"terseLabel": "London Interbank Offered Rate (LIBOR) [Member]"
}
}
},
"localname": "LondonInterbankOfferedRateLIBORMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_LongTermDebt": {
"auth_ref": [
"r5",
"r146",
"r156",
"r357",
"r368",
"r648",
"r649"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.",
"label": "Long-Term Debt",
"totalLabel": "Long term borrowings"
}
}
},
"localname": "LongTermDebt",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths": {
"auth_ref": [
"r79",
"r211",
"r361"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail": {
"order": 1.0,
"parentTag": "us-gaap_DebtInstrumentCarryingAmount",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Long-Term Debt, Maturity, Year One",
"terseLabel": "2024"
}
}
},
"localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInNextTwelveMonths",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree": {
"auth_ref": [
"r79",
"r211",
"r361"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail": {
"order": 3.0,
"parentTag": "us-gaap_DebtInstrumentCarryingAmount",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Long-Term Debt, Maturity, Year Three",
"terseLabel": "2026"
}
}
},
"localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearThree",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo": {
"auth_ref": [
"r79",
"r211",
"r361"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail": {
"order": 2.0,
"parentTag": "us-gaap_DebtInstrumentCarryingAmount",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Long-Term Debt, Maturity, Year Two",
"terseLabel": "2025"
}
}
},
"localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalInYearTwo",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LongTermDebtMaturitiesRepaymentsOfPrincipalRemainderOfFiscalYear": {
"auth_ref": [
"r694"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail": {
"order": 0.0,
"parentTag": "us-gaap_DebtInstrumentCarryingAmount",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of long-term debt payable, sinking fund requirement, and other securities issued that are redeemable by holder at fixed or determinable price and date, maturing in remainder of current fiscal year.",
"label": "Long-Term Debt, Maturity, Remainder of Fiscal Year",
"terseLabel": "Remaining nine months of 2023"
}
}
},
"localname": "LongTermDebtMaturitiesRepaymentsOfPrincipalRemainderOfFiscalYear",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LongTermDebtNoncurrent": {
"auth_ref": [
"r180"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_LiabilitiesNoncurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt classified as noncurrent. Excludes lease obligation.",
"label": "Long-Term Debt, Excluding Current Maturities",
"terseLabel": "Long term borrowings",
"totalLabel": "Long-term Debt, Excluding Current Maturities, Total"
}
}
},
"localname": "LongTermDebtNoncurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_LongTermDebtTextBlock": {
"auth_ref": [
"r82"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for long-term debt.",
"label": "Long-Term Debt [Text Block]",
"verboseLabel": "Credit Facilities"
}
}
},
"localname": "LongTermDebtTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilities"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_LongTermPurchaseCommitmentTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of key provisions of an arrangement under which the entity has agreed to purchase goods or services over a period of time greater than one year or the normal operating cycle, if longer, including the item for which expenditures will be made, minimum quantities, milestones, time period and committed amount.",
"label": "Long-Term Purchase Commitment [Table Text Block]",
"terseLabel": "Summary of Long-term Purchase Commitment"
}
}
},
"localname": "LongTermPurchaseCommitmentTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_MeasurementInputExercisePriceMember": {
"auth_ref": [
"r755"
],
"lang": {
"en-us": {
"role": {
"documentation": "Measurement input using agreed upon price for exchange of underlying asset.",
"label": "Measurement Input, Exercise Price [Member]",
"terseLabel": "Exercise Price [Member]"
}
}
},
"localname": "MeasurementInputExercisePriceMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_MeasurementInputExpectedTermMember": {
"auth_ref": [
"r755"
],
"lang": {
"en-us": {
"role": {
"documentation": "Measurement input using period financial instrument is expected to be outstanding. Excludes maturity date.",
"label": "Measurement Input, Expected Term [Member]",
"terseLabel": "Time To Maturity (in years) [Member]"
}
}
},
"localname": "MeasurementInputExpectedTermMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_MeasurementInputRiskFreeInterestRateMember": {
"auth_ref": [
"r755"
],
"lang": {
"en-us": {
"role": {
"documentation": "Measurement input using interest rate on instrument with zero risk of financial loss.",
"label": "Measurement Input, Risk Free Interest Rate [Member]",
"terseLabel": "Risk-free\u00a0Interest Rate [Member]"
}
}
},
"localname": "MeasurementInputRiskFreeInterestRateMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_MeasurementInputSharePriceMember": {
"auth_ref": [
"r755"
],
"lang": {
"en-us": {
"role": {
"documentation": "Measurement input using share price of saleable stock.",
"label": "Measurement Input, Share Price [Member]",
"terseLabel": "Stock Price [Member]"
}
}
},
"localname": "MeasurementInputSharePriceMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_MeasurementInputTypeAxis": {
"auth_ref": [
"r493"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of measurement input used to determine value of asset and liability.",
"label": "Measurement Input Type [Axis]"
}
}
},
"localname": "MeasurementInputTypeAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_MeasurementInputTypeDomain": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Measurement input used to determine value of asset and liability.",
"label": "Measurement Input Type [Domain]"
}
}
},
"localname": "MeasurementInputTypeDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_NatureOfOperations": {
"auth_ref": [
"r248",
"r250"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for the nature of an entity's business, major products or services, principal markets including location, and the relative importance of its operations in each business and the basis for the determination, including but not limited to, assets, revenues, or earnings. For an entity that has not commenced principal operations, disclosures about the risks and uncertainties related to the activities in which the entity is currently engaged and an understanding of what those activities are being directed toward.",
"label": "Nature of Operations [Text Block]",
"terseLabel": "Organization and Background"
}
}
},
"localname": "NatureOfOperations",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackground"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_NetCashProvidedByUsedInFinancingActivities": {
"auth_ref": [
"r204"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 2.0,
"parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.",
"label": "Net Cash Provided by (Used in) Financing Activities",
"totalLabel": "Net cash used for financing activities"
}
}
},
"localname": "NetCashProvidedByUsedInFinancingActivities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Net Cash Provided by (Used in) Financing Activities [Abstract]",
"terseLabel": "Cash flows from financing activities:"
}
}
},
"localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "stringItemType"
},
"us-gaap_NetCashProvidedByUsedInInvestingActivities": {
"auth_ref": [
"r204"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 3.0,
"parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.",
"label": "Net Cash Provided by (Used in) Investing Activities",
"totalLabel": "Net cash used for investing activities"
}
}
},
"localname": "NetCashProvidedByUsedInInvestingActivities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Net Cash Provided by (Used in) Investing Activities [Abstract]",
"terseLabel": "Cash flows from investing activities:"
}
}
},
"localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "stringItemType"
},
"us-gaap_NetCashProvidedByUsedInOperatingActivities": {
"auth_ref": [
"r45",
"r46",
"r49"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 1.0,
"parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect",
"weight": 1.0
}
},
"lang": {
"en-us": {
"role": {
"documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.",
"label": "Net Cash Provided by (Used in) Operating Activities",
"totalLabel": "Net cash provided by operating activities"
}
}
},
"localname": "NetCashProvidedByUsedInOperatingActivities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Net Cash Provided by (Used in) Operating Activities [Abstract]",
"terseLabel": "Cash flows from operating activities:"
}
}
},
"localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "stringItemType"
},
"us-gaap_NetIncomeLoss": {
"auth_ref": [
"r34",
"r49",
"r151",
"r162",
"r172",
"r191",
"r193",
"r197",
"r208",
"r216",
"r220",
"r221",
"r222",
"r223",
"r226",
"r227",
"r235",
"r255",
"r263",
"r269",
"r271",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r489",
"r500",
"r644",
"r723"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 1.0,
"parentTag": "us-gaap_ComprehensiveIncomeNetOfTax",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.",
"label": "Net Income (Loss) Attributable to Parent",
"terseLabel": "Net loss",
"totalLabel": "Net loss"
}
}
},
"localname": "NetIncomeLoss",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": {
"auth_ref": [
"r220",
"r221",
"r222",
"r223",
"r230",
"r231",
"r236",
"r239",
"r255",
"r263",
"r269",
"r271",
"r644"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.",
"label": "Net Income (Loss) Available to Common Stockholders, Basic",
"totalLabel": "Net loss available to common stockholders"
}
}
},
"localname": "NetIncomeLossAvailableToCommonStockholdersBasic",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.",
"label": "New Accounting Pronouncements, Policy [Policy Text Block]",
"terseLabel": "New accounting pronouncements"
}
}
},
"localname": "NewAccountingPronouncementsPolicyPolicyTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_NonUsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Countries excluding the United States of America (US).",
"label": "Non-US [Member]",
"terseLabel": "International [Member]"
}
}
},
"localname": "NonUsMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_NoncashInvestingAndFinancingItemsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Noncash Investing and Financing Items [Abstract]",
"terseLabel": "Supplemental cash flow disclosures including non-cash activities:"
}
}
},
"localname": "NoncashInvestingAndFinancingItemsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "stringItemType"
},
"us-gaap_NoncurrentAssets": {
"auth_ref": [
"r274"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Long-lived assets other than financial instruments, long-term customer relationships of a financial institution, mortgage and other servicing rights, deferred policy acquisition costs, and deferred tax assets.",
"label": "Long-Lived Assets",
"terseLabel": "Long-lived assets"
}
}
},
"localname": "NoncurrentAssets",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_NumberOfOperatingSegments": {
"auth_ref": [
"r703"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of operating segments. An operating segment is a component of an enterprise: (a) that engages in business activities from which it may earn revenues and incur expenses (including revenues and expenses relating to transactions with other components of the same enterprise), (b) whose operating results are regularly reviewed by the enterprise's chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance, and (c) for which discrete financial information is available. An operating segment may engage in business activities for which it has yet to earn revenues, for example, start-up operations may be operating segments before earning revenues.",
"label": "Number of Operating Segments",
"terseLabel": "Number of operating segments"
}
}
},
"localname": "NumberOfOperatingSegments",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "integerItemType"
},
"us-gaap_OperatingCostsAndExpenses": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 0.0,
"parentTag": "us-gaap_OperatingIncomeLoss",
"weight": -1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Excludes Selling, General and Administrative Expense.",
"label": "Operating Costs and Expenses",
"totalLabel": "Total operating expenses"
}
}
},
"localname": "OperatingCostsAndExpenses",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OperatingExpensesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Operating Expenses [Abstract]",
"terseLabel": "Operating expenses:"
}
}
},
"localname": "OperatingExpensesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "stringItemType"
},
"us-gaap_OperatingIncomeLoss": {
"auth_ref": [
"r255",
"r263",
"r269",
"r271",
"r644"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The net result for the period of deducting operating expenses from operating revenues.",
"label": "Operating Income (Loss)",
"totalLabel": "Loss from operations"
}
}
},
"localname": "OperatingIncomeLoss",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OperatingLeaseLiability": {
"auth_ref": [
"r527"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.",
"label": "Operating Lease, Liability",
"totalLabel": "Total discounted operating lease liabilities"
}
}
},
"localname": "OperatingLeaseLiability",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OperatingLeaseLiabilityCurrent": {
"auth_ref": [
"r527"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.",
"label": "Operating Lease, Liability, Current",
"terseLabel": "Current Operating lease liabilities"
}
}
},
"localname": "OperatingLeaseLiabilityCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfRightofuseAssetAndLeaseLiabilitiesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList": {
"auth_ref": [
"r528"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicates line item in statement of financial position that includes current operating lease liability.",
"label": "Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration]"
}
}
},
"localname": "OperatingLeaseLiabilityCurrentStatementOfFinancialPositionExtensibleList",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfRightofuseAssetAndLeaseLiabilitiesDetails"
],
"xbrltype": "enumerationSetItemType"
},
"us-gaap_OperatingLeaseLiabilityNoncurrent": {
"auth_ref": [
"r527"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.",
"label": "Operating Lease, Liability, Noncurrent",
"terseLabel": "Non-Current Operating lease liabilities"
}
}
},
"localname": "OperatingLeaseLiabilityNoncurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfRightofuseAssetAndLeaseLiabilitiesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OperatingLeaseLiabilityNoncurrentStatementOfFinancialPositionExtensibleList": {
"auth_ref": [
"r528"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicates line item in statement of financial position that includes noncurrent operating lease liability.",
"label": "Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration]"
}
}
},
"localname": "OperatingLeaseLiabilityNoncurrentStatementOfFinancialPositionExtensibleList",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfRightofuseAssetAndLeaseLiabilitiesDetails"
],
"xbrltype": "enumerationSetItemType"
},
"us-gaap_OperatingLeaseLiabilityStatementOfFinancialPositionExtensibleList": {
"auth_ref": [
"r528"
],
"lang": {
"en-us": {
"role": {
"documentation": "Indicates line item in statement of financial position that includes operating lease liability.",
"label": "Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]"
}
}
},
"localname": "OperatingLeaseLiabilityStatementOfFinancialPositionExtensibleList",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "enumerationSetItemType"
},
"us-gaap_OperatingLeaseRightOfUseAsset": {
"auth_ref": [
"r526"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 2.0,
"parentTag": "us-gaap_AssetsNoncurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of lessee's right to use underlying asset under operating lease.",
"label": "Operating Lease, Right-of-Use Asset",
"terseLabel": "Right-to-use asset",
"verboseLabel": "Right-to-use asset - operating leases, net"
}
}
},
"localname": "OperatingLeaseRightOfUseAsset",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfRightofuseAssetAndLeaseLiabilitiesDetails"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OperatingSegmentsMember": {
"auth_ref": [
"r262",
"r263",
"r264",
"r265",
"r266",
"r271"
],
"lang": {
"en-us": {
"role": {
"documentation": "Identifies components of an entity that engage in business activities from which they may earn revenue and incur expenses, including transactions with other components of the same entity.",
"label": "Operating Segments [Member]"
}
}
},
"localname": "OperatingSegmentsMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]"
}
}
},
"localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_OtherAssetsCurrent": {
"auth_ref": [
"r187",
"r671"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 3.0,
"parentTag": "us-gaap_AssetsCurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of current assets classified as other.",
"label": "Other Assets, Current",
"terseLabel": "Other current assets"
}
}
},
"localname": "OtherAssetsCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OtherAssetsNoncurrent": {
"auth_ref": [
"r178"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 6.0,
"parentTag": "us-gaap_AssetsNoncurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of noncurrent assets classified as other.",
"label": "Other Assets, Noncurrent",
"terseLabel": "Other non-current assets",
"totalLabel": "Other Assets, Noncurrent, Total"
}
}
},
"localname": "OtherAssetsNoncurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax": {
"auth_ref": [
"r26"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 0.0,
"parentTag": "us-gaap_ComprehensiveIncomeNetOfTax",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount after tax and reclassification adjustments of gain (loss) on foreign currency translation adjustments, foreign currency transactions designated and effective as economic hedges of a net investment in a foreign entity and intra-entity foreign currency transactions that are of a long-term-investment nature.",
"label": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax",
"negatedLabel": "Foreign currency translation adjustment",
"terseLabel": "Foreign currency translation adjustment",
"totalLabel": "Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Total"
}
}
},
"localname": "OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Other Comprehensive Income (Loss), Net of Tax, Portion Attributable to Parent [Abstract]",
"verboseLabel": "Other comprehensive (income) / loss:"
}
}
},
"localname": "OtherComprehensiveIncomeLossNetOfTaxPortionAttributableToParentAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "stringItemType"
},
"us-gaap_OtherCurrentLiabilitiesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Primary financial statement caption encompassing other current liabilities.",
"label": "Other Current Liabilities [Member]",
"terseLabel": "Other Current Liabilities Member"
}
}
},
"localname": "OtherCurrentLiabilitiesMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_OtherLiabilitiesCurrent": {
"auth_ref": [
"r18",
"r671"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 4.0,
"parentTag": "us-gaap_LiabilitiesCurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of liabilities classified as other, due within one year or the normal operating cycle, if longer.",
"label": "Other Liabilities, Current",
"terseLabel": "Other current liabilities",
"totalLabel": "Other Liabilities, Current, Total"
}
}
},
"localname": "OtherLiabilitiesCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OtherLiabilitiesNoncurrent": {
"auth_ref": [
"r22"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 3.0,
"parentTag": "us-gaap_LiabilitiesNoncurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of liabilities classified as other, due after one year or the normal operating cycle, if longer.",
"label": "Other Liabilities, Noncurrent",
"terseLabel": "Other non-current liabilities",
"totalLabel": "Other Liabilities, Noncurrent, Total"
}
}
},
"localname": "OtherLiabilitiesNoncurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OtherNoncashIncomeExpense": {
"auth_ref": [
"r49"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 7.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of income (expense) included in net income that results in no cash inflow (outflow), classified as other.",
"label": "Other Noncash Income (Expense)",
"negatedLabel": "Others, net",
"totalLabel": "Other Noncash Income (Expense), Total"
}
}
},
"localname": "OtherNoncashIncomeExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OtherNonoperatingIncomeExpense": {
"auth_ref": [
"r39"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of income (expense) related to nonoperating activities, classified as other.",
"label": "Other Nonoperating Income (Expense)",
"negatedTotalLabel": "Total other expenses",
"totalLabel": "Other Nonoperating Income (Expense), Total"
}
}
},
"localname": "OtherNonoperatingIncomeExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_OtherOperatingIncomeExpenseNet": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 4.0,
"parentTag": "us-gaap_OtherNonoperatingIncomeExpense",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The net amount of other operating income and expenses, the components of which are not separately disclosed on the income statement, from items that are associated with the entity's normal revenue producing operations.",
"label": "Other Operating Income (Expense), Net",
"negatedLabel": "Other expenses"
}
}
},
"localname": "OtherOperatingIncomeExpenseNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PaymentsForSoftware": {
"auth_ref": [
"r41"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 1.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash outflow associated with the development, modification or acquisition of software programs or applications for internal use (that is, not to be sold, leased or otherwise marketed to others) that qualify for capitalization.",
"label": "Payments for Software",
"negatedLabel": "Website and software development costs",
"totalLabel": "Payments for Software, Total"
}
}
},
"localname": "PaymentsForSoftware",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PaymentsOfMergerRelatedCostsFinancingActivities": {
"auth_ref": [
"r44"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 0.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash outflow for financing costs associated with business combinations.",
"label": "Payments of Merger Related Costs, Financing Activities",
"negatedLabel": "Cash paid for acquisition-related liabilities"
}
}
},
"localname": "PaymentsOfMergerRelatedCostsFinancingActivities",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PaymentsToAcquireBusinessesGross": {
"auth_ref": [
"r40",
"r468"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash outflow associated with the acquisition of business during the period. The cash portion only of the acquisition price.",
"label": "Payments to Acquire Businesses, Gross",
"terseLabel": "Payments made during the year",
"verboseLabel": "Payments to Acquire Businesses"
}
}
},
"localname": "PaymentsToAcquireBusinessesGross",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PaymentsToAcquireBusinessesNetOfCashAcquired": {
"auth_ref": [
"r40"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 2.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash outflow associated with the acquisition of a business, net of the cash acquired from the purchase.",
"label": "Payments to Acquire Businesses, Net of Cash Acquired",
"negatedLabel": "Acquisitions and other investments, net of cash acquired",
"totalLabel": "Payments to Acquire Businesses, Net of Cash Acquired, Total"
}
}
},
"localname": "PaymentsToAcquireBusinessesNetOfCashAcquired",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": {
"auth_ref": [
"r41"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 0.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.",
"label": "Payments to Acquire Property, Plant, and Equipment",
"negatedLabel": "Capital expenditures",
"totalLabel": "Payments to Acquire Property, Plant, and Equipment, Total"
}
}
},
"localname": "PaymentsToAcquirePropertyPlantAndEquipment",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PerformanceSharesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Share-based payment arrangement awarded for meeting performance target.",
"label": "Performance Shares [Member]",
"terseLabel": "Performance shares member"
}
}
},
"localname": "PerformanceSharesMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "domainItemType"
},
"us-gaap_PreferredStockIncludingAdditionalPaidInCapitalMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Preferred stock held by shareholders with par value plus amounts in excess of par value or issuance value (in cases of no-par value stock).",
"label": "Preferred Stock Including Additional Paid in Capital [Member]",
"terseLabel": "Additional Paid-in Capital [Member]"
}
}
},
"localname": "PreferredStockIncludingAdditionalPaidInCapitalMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "domainItemType"
},
"us-gaap_PreferredStockParOrStatedValuePerShare": {
"auth_ref": [
"r7",
"r369"
],
"lang": {
"en-us": {
"role": {
"documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.",
"label": "Preferred Stock, Par or Stated Value Per Share",
"terseLabel": "Preferred stock par value"
}
}
},
"localname": "PreferredStockParOrStatedValuePerShare",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_PreferredStockSharesAuthorized": {
"auth_ref": [
"r7"
],
"lang": {
"en-us": {
"role": {
"documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.",
"label": "Preferred Stock, Shares Authorized",
"verboseLabel": "Preferred stock, shares authorized"
}
}
},
"localname": "PreferredStockSharesAuthorized",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_PreferredStockSharesOutstanding": {
"auth_ref": [
"r7"
],
"lang": {
"en-us": {
"role": {
"documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.",
"label": "Preferred Stock, Shares Outstanding",
"periodEndLabel": "Preferred Stock, Shares Outstanding, Ending Balance",
"periodStartLabel": "Preferred Stock, Shares Outstanding, Beginning Balance",
"terseLabel": "Preferred stock, shares outstanding"
}
}
},
"localname": "PreferredStockSharesOutstanding",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_PrepaidExpenseCurrent": {
"auth_ref": [
"r186",
"r306",
"r307",
"r636"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 2.0,
"parentTag": "us-gaap_AssetsCurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.",
"label": "Prepaid Expense, Current",
"terseLabel": "Prepaid expenses",
"totalLabel": "Prepaid Expense, Current, Total"
}
}
},
"localname": "PrepaidExpenseCurrent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PrimeRateMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Interest rate charged by financial institutions to their most creditworthy borrowers.",
"label": "Prime Rate [Member]",
"terseLabel": "Prime Rate [Member]"
}
}
},
"localname": "PrimeRateMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ProceedsFromIssuanceInitialPublicOffering": {
"auth_ref": [
"r42"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 2.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash inflow associated with the amount received from entity's first offering of stock to the public.",
"label": "Proceeds from Issuance Initial Public Offering",
"terseLabel": "Proceeds from IPO, net of issuance cost",
"verboseLabel": "Proceeds from initial public offering"
}
}
},
"localname": "ProceedsFromIssuanceInitialPublicOffering",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ProceedsFromIssuanceOfDebt": {
"auth_ref": [
"r688"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 1.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash inflow during the period from additional borrowings in aggregate debt. Includes proceeds from short-term and long-term debt.",
"label": "Proceeds from Issuance of Debt",
"terseLabel": "Proceeds from credit facilities, net of issuance costs"
}
}
},
"localname": "ProceedsFromIssuanceOfDebt",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ProceedsFromStockPlans": {
"auth_ref": [
"r42"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 5.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash inflow associated with the amount received from the stock plan during the period.",
"label": "Proceeds from Stock Plans",
"terseLabel": "Issuance under employee stock purchase plan"
}
}
},
"localname": "ProceedsFromStockPlans",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ProductConcentrationRiskMember": {
"auth_ref": [
"r61"
],
"lang": {
"en-us": {
"role": {
"documentation": "Reflects the percentage that revenues during the period from a specified product are to a specified benchmark, such as total net revenues, segment revenues or product line revenues. May also reflect the percentage contribution the product made to operating results. Risk is materially adverse effects of a loss of sales of a significant product or line of products, which could occur upon loss of rights to sell, distribute or license others; loss of patent or copyright protection; or technological obsolescence.",
"label": "Product Concentration Risk [Member]"
}
}
},
"localname": "ProductConcentrationRiskMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ProductInformationLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Product Information [Line Items]"
}
}
},
"localname": "ProductInformationLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ProfitLoss": {
"auth_ref": [
"r172",
"r191",
"r193",
"r203",
"r208",
"r216",
"r226",
"r227",
"r255",
"r263",
"r269",
"r271",
"r284",
"r337",
"r338",
"r340",
"r341",
"r342",
"r344",
"r346",
"r348",
"r349",
"r469",
"r472",
"r473",
"r489",
"r500",
"r599",
"r644",
"r669",
"r670",
"r687",
"r723"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 0.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.",
"label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest",
"terseLabel": "Net loss",
"totalLabel": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest, Total"
}
}
},
"localname": "ProfitLoss",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PropertyPlantAndEquipmentByTypeAxis": {
"auth_ref": [
"r77"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.",
"label": "Long-Lived Tangible Asset [Axis]"
}
}
},
"localname": "PropertyPlantAndEquipmentByTypeAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_PropertyPlantAndEquipmentNet": {
"auth_ref": [
"r77",
"r159",
"r600",
"r671"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 0.0,
"parentTag": "us-gaap_AssetsNoncurrent",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.",
"label": "Property, Plant and Equipment, Net",
"periodEndLabel": "Property, Plant and Equipment, Net, Ending Balance",
"periodStartLabel": "Property, Plant and Equipment, Net, Beginning Balance",
"terseLabel": "Property and equipment, net",
"totalLabel": "Property, Plant and Equipment, Net, Total"
}
}
},
"localname": "PropertyPlantAndEquipmentNet",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PropertyPlantAndEquipmentOtherTypesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Long-lived, physical assets used to produce goods and services and not intended for resale, classified as other.",
"label": "Property, Plant and Equipment, Other Types [Member]"
}
}
},
"localname": "PropertyPlantAndEquipmentOtherTypesMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_PropertyPlantAndEquipmentTypeDomain": {
"auth_ref": [
"r76"
],
"lang": {
"en-us": {
"role": {
"documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.",
"label": "Long-Lived Tangible Asset [Domain]"
}
}
},
"localname": "PropertyPlantAndEquipmentTypeDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ProvisionForDoubtfulAccounts": {
"auth_ref": [
"r201",
"r298"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of expense (reversal of expense) for expected credit loss on accounts receivable.",
"label": "Accounts Receivable, Credit Loss Expense (Reversal)",
"terseLabel": "Provision for bad and doubtful debts"
}
}
},
"localname": "ProvisionForDoubtfulAccounts",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PurchaseObligation": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail": {
"order": null,
"parentTag": null,
"root": true,
"weight": null
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Minimum amount of purchase arrangement in which the entity has agreed to expend funds to procure goods or services from a supplier.",
"label": "Purchase Obligation",
"totalLabel": "Total"
}
}
},
"localname": "PurchaseObligation",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PurchaseObligationDueInFourthYear": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail": {
"order": 4.0,
"parentTag": "us-gaap_PurchaseObligation",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of purchase arrangement to be paid in fourth fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Purchase Obligation, to be Paid, Year Four",
"terseLabel": "2027"
}
}
},
"localname": "PurchaseObligationDueInFourthYear",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PurchaseObligationDueInNextTwelveMonths": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail": {
"order": 1.0,
"parentTag": "us-gaap_PurchaseObligation",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of purchase arrangement to be paid in next fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Purchase Obligation, to be Paid, Year One",
"terseLabel": "2024"
}
}
},
"localname": "PurchaseObligationDueInNextTwelveMonths",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PurchaseObligationDueInSecondYear": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail": {
"order": 2.0,
"parentTag": "us-gaap_PurchaseObligation",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of purchase arrangement to be paid in second fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Purchase Obligation, to be Paid, Year Two",
"terseLabel": "2025"
}
}
},
"localname": "PurchaseObligationDueInSecondYear",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PurchaseObligationDueInThirdYear": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail": {
"order": 3.0,
"parentTag": "us-gaap_PurchaseObligation",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of purchase arrangement to be paid in third fiscal year following current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).",
"label": "Purchase Obligation, to be Paid, Year Three",
"terseLabel": "2026"
}
}
},
"localname": "PurchaseObligationDueInThirdYear",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_PurchaseObligationFutureMinimumPaymentsRemainderOfFiscalYear": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail": {
"order": 0.0,
"parentTag": "us-gaap_PurchaseObligation",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of purchase arrangement to be paid in remainder of current fiscal year. Includes, but is not limited to, recorded and unrecorded purchase obligations, long-term purchase commitment, and short-term purchase commitment.",
"label": "Purchase Obligation, to be Paid, Remainder of Fiscal Year",
"verboseLabel": "Remaining nine months of 2023"
}
}
},
"localname": "PurchaseObligationFutureMinimumPaymentsRemainderOfFiscalYear",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesSummaryOfLongTermPurchaseCommitmentDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RedeemableConvertiblePreferredStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Description of type or class of redeemable convertible preferred stock. Convertible redeemable preferred stock possess conversion and redemption features. The stock has redemption features that are outside the control of the issuer.",
"label": "Redeemable Convertible Preferred Stock [Member]",
"terseLabel": "Preferred Stock [Member]"
}
}
},
"localname": "RedeemableConvertiblePreferredStockMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_RedeemablePreferredStockDividends": {
"auth_ref": [
"r57",
"r87",
"r94"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 1.0,
"parentTag": "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic",
"weight": -1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Dividends paid to preferred stock holders that is redeemable solely at the option of the issuer.",
"label": "Redeemable Preferred Stock Dividends",
"terseLabel": "Cumulative redeemable convertible preferred stock dividends"
}
}
},
"localname": "RedeemablePreferredStockDividends",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RelatedPartyCosts": {
"auth_ref": [
"r37",
"r339",
"r340",
"r341",
"r347",
"r348",
"r349",
"r693"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Direct costs arising from transactions with related parties who are not affiliates or joint Ventures. These costs are categorized as cost of goods sold.",
"label": "Related Party Costs",
"terseLabel": "Related party costs"
}
}
},
"localname": "RelatedPartyCosts",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RelatedPartyDomain": {
"auth_ref": [
"r402",
"r540",
"r541"
],
"lang": {
"en-us": {
"role": {
"documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.",
"label": "Related Party [Domain]"
}
}
},
"localname": "RelatedPartyDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_RelatedPartyTransactionAxis": {
"auth_ref": [
"r165",
"r540",
"r541",
"r762"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of related party transaction.",
"label": "Related Party Transaction [Axis]"
}
}
},
"localname": "RelatedPartyTransactionAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_RelatedPartyTransactionDomain": {
"auth_ref": [
"r165"
],
"lang": {
"en-us": {
"role": {
"documentation": "Transaction between related party.",
"label": "Related Party Transaction [Domain]"
}
}
},
"localname": "RelatedPartyTransactionDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_RelatedPartyTransactionLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Related Party Transaction [Line Items]"
}
}
},
"localname": "RelatedPartyTransactionLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_RelatedPartyTransactionOtherRevenuesFromTransactionsWithRelatedParty": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Reflects the sum of all other revenue and income realized from sales and other transactions (excluding transactions that are eliminated in consolidated or combined financial statements) with related party during the period.",
"label": "Related Party Transaction, Other Revenues from Transactions with Related Party",
"terseLabel": "Related party transaction income"
}
}
},
"localname": "RelatedPartyTransactionOtherRevenuesFromTransactionsWithRelatedParty",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RelatedPartyTransactionsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Related Party Transactions [Abstract]"
}
}
},
"localname": "RelatedPartyTransactionsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": {
"auth_ref": [
"r402",
"r540",
"r584",
"r585",
"r586",
"r587",
"r588",
"r589",
"r590",
"r591",
"r592",
"r593",
"r594",
"r595",
"r762"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.",
"label": "Related Party [Axis]"
}
}
},
"localname": "RelatedPartyTransactionsByRelatedPartyAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_RelatedPartyTransactionsDisclosureTextBlock": {
"auth_ref": [
"r538",
"r539",
"r541",
"r542",
"r543"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.",
"label": "Related Party Transactions Disclosure [Text Block]",
"terseLabel": "Related Party Transactions"
}
}
},
"localname": "RelatedPartyTransactionsDisclosureTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactions"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_RepaymentsOfLongTermDebt": {
"auth_ref": [
"r43"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash outflow for debt initially having maturity due after one year or beyond the normal operating cycle, if longer.",
"label": "Repayments of Long-Term Debt",
"terseLabel": "Repayable of long term debt",
"totalLabel": "Repayments of Long-term Debt, Total"
}
}
},
"localname": "RepaymentsOfLongTermDebt",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfMaturitiesOfLongTermDebtParentheticalDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RepaymentsOfLongTermLinesOfCredit": {
"auth_ref": [
"r43"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 9.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cash outflow for the settlement of obligation drawn from a contractual arrangement with the lender, including letter of credit, standby letter of credit and revolving credit arrangements, under which borrowings can be made up to a specific amount at any point in time with maturities due beyond one year or the operating cycle, if longer.",
"label": "Repayments of Long-Term Lines of Credit",
"negatedLabel": "Repayments against the credit facilities",
"verboseLabel": "Repayments of long-term lines of credit"
}
}
},
"localname": "RepaymentsOfLongTermLinesOfCredit",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ResearchAndDevelopmentExpense": {
"auth_ref": [
"r108",
"r164",
"r771"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 3.0,
"parentTag": "us-gaap_OperatingCostsAndExpenses",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The aggregate costs incurred (1) in a planned search or critical investigation aimed at discovery of new knowledge with the hope that such knowledge will be useful in developing a new product or service, a new process or technique, or in bringing about a significant improvement to an existing product or process; or (2) to translate research findings or other knowledge into a plan or design for a new product or process or for a significant improvement to an existing product or process whether intended for sale or the entity's use, during the reporting period charged to research and development projects, including the costs of developing computer software up to the point in time of achieving technological feasibility, and costs allocated in accounting for a business combination to in-process projects deemed to have no alternative future use.",
"label": "Research and Development Expense",
"terseLabel": "Research and development expenses",
"totalLabel": "Research and Development Expense, Total"
}
}
},
"localname": "ResearchAndDevelopmentExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ResearchAndDevelopmentExpenseMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Primary financial statement caption in which the reported facts about research and development expense have been included.",
"label": "Research and Development Expense [Member]",
"terseLabel": "Research and development expenses [Member]"
}
}
},
"localname": "ResearchAndDevelopmentExpenseMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical"
],
"xbrltype": "domainItemType"
},
"us-gaap_RestrictedStockMember": {
"auth_ref": [
"r59"
],
"lang": {
"en-us": {
"role": {
"documentation": "Stock including a provision that prohibits sale or substantive sale of an equity instrument for a specified period of time or until specified performance conditions are met.",
"label": "Restricted Stock [Member]",
"terseLabel": "Restricted Stock [Member]"
}
}
},
"localname": "RestrictedStockMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_RestrictedStockUnitsRSUMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.",
"label": "Restricted Stock Units (RSUs) [Member]",
"terseLabel": "Restricted stock units (RSUs) [Member]",
"verboseLabel": "Restricted Stock Units (RSUs) [Member]"
}
}
},
"localname": "RestrictedStockUnitsRSUMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_RestructuringCharges": {
"auth_ref": [
"r48",
"r329",
"r330",
"r721"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 6.0,
"parentTag": "us-gaap_OperatingCostsAndExpenses",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of expenses associated with exit or disposal activities pursuant to an authorized plan. Excludes expenses related to a discontinued operation or an asset retirement obligation.",
"label": "Restructuring Charges",
"terseLabel": "Restructuring expenses",
"totalLabel": "Restructuring Charges, Total"
}
}
},
"localname": "RestructuringCharges",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RetainedEarningsAccumulatedDeficit": {
"auth_ref": [
"r10",
"r94",
"r157",
"r612",
"r617",
"r671"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 3.0,
"parentTag": "us-gaap_StockholdersEquity",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.",
"label": "Retained Earnings (Accumulated Deficit)",
"periodEndLabel": "Retained Earnings (Accumulated Deficit), Ending Balance",
"periodStartLabel": "Retained Earnings (Accumulated Deficit), Beginning Balance",
"terseLabel": "Accumulated deficit",
"totalLabel": "Retained Earnings (Accumulated Deficit), Total"
}
}
},
"localname": "RetainedEarningsAccumulatedDeficit",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RetainedEarningsMember": {
"auth_ref": [
"r169",
"r212",
"r213",
"r214",
"r217",
"r225",
"r227",
"r292",
"r440",
"r441",
"r442",
"r453",
"r454",
"r487",
"r608",
"r610"
],
"lang": {
"en-us": {
"role": {
"documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.",
"label": "Retained Earnings [Member]",
"terseLabel": "Accumulated Deficit [Member]"
}
}
},
"localname": "RetainedEarningsMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "domainItemType"
},
"us-gaap_RevenueFromContractWithCustomerExcludingAssessedTax": {
"auth_ref": [
"r251",
"r252",
"r262",
"r267",
"r268",
"r272",
"r273",
"r275",
"r391",
"r392",
"r578"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 1.0,
"parentTag": "us-gaap_OperatingIncomeLoss",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.",
"label": "Revenue from Contract with Customer, Excluding Assessed Tax",
"terseLabel": "Revenues",
"totalLabel": "Revenue from Contract with Customer, Excluding Assessed Tax, Total"
}
}
},
"localname": "RevenueFromContractWithCustomerExcludingAssessedTax",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RevenueRecognitionPolicyTextBlock": {
"auth_ref": [
"r640",
"r641"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.",
"label": "Revenue [Policy Text Block]",
"terseLabel": "Revenue Recognition"
}
}
},
"localname": "RevenueRecognitionPolicyTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_RevenueRemainingPerformanceObligation": {
"auth_ref": [
"r389"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.",
"label": "Revenue, Remaining Performance Obligation, Amount",
"terseLabel": "Revenue, remaining performance obligation, amount"
}
}
},
"localname": "RevenueRemainingPerformanceObligation",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureBasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformation1Details"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1": {
"auth_ref": [
"r390"
],
"lang": {
"en-us": {
"role": {
"documentation": "Period in which remaining performance obligation is expected to be recognized as revenue, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.",
"label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period",
"terseLabel": "Revenue, remaining performance obligation, expected timing of satisfaction, period"
}
}
},
"localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionPeriod1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureBasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformation1Details"
],
"xbrltype": "durationItemType"
},
"us-gaap_RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis": {
"auth_ref": [
"r390"
],
"lang": {
"en-us": {
"role": {
"documentation": "Start date of time band for expected timing of satisfaction of remaining performance obligation, in YYYY-MM-DD format.",
"label": "Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]"
}
}
},
"localname": "RevenueRemainingPerformanceObligationExpectedTimingOfSatisfactionStartDateAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureBasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformation1Details"
],
"xbrltype": "stringItemType"
},
"us-gaap_RevenuesFromExternalCustomersAndLongLivedAssetsLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Revenues from External Customers and Long-Lived Assets [Line Items]"
}
}
},
"localname": "RevenuesFromExternalCustomersAndLongLivedAssetsLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_RevolvingCreditFacilityMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.",
"label": "Revolving Credit Facility [Member]",
"terseLabel": "Revolving loan [Member]",
"verboseLabel": "Revolving Credit Facility [Member]"
}
}
},
"localname": "RevolvingCreditFacilityMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_SaleOfStockNameOfTransactionDomain": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.",
"label": "Sale of Stock [Domain]",
"terseLabel": "Sale of Stock [Domain]"
}
}
},
"localname": "SaleOfStockNameOfTransactionDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_SalesChannelDirectlyToConsumerMember": {
"auth_ref": [
"r659"
],
"lang": {
"en-us": {
"role": {
"documentation": "Contract with customer in which good or service is transferred directly to consumer.",
"label": "Sales Channel, Directly to Consumer [Member]",
"terseLabel": "Direct Platform Revenues [Member]"
}
}
},
"localname": "SalesChannelDirectlyToConsumerMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_SalesChannelThroughIntermediaryMember": {
"auth_ref": [
"r659"
],
"lang": {
"en-us": {
"role": {
"documentation": "Contract with customer in which good or service is transferred through intermediary.",
"label": "Sales Channel, Through Intermediary [Member]",
"terseLabel": "Integrated Platform Revenues [Member]"
}
}
},
"localname": "SalesChannelThroughIntermediaryMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_SalesRevenueProductLineMember": {
"auth_ref": [
"r702"
],
"lang": {
"en-us": {
"role": {
"documentation": "Revenue from specified product or service, when it serves as benchmark in concentration of risk calculation. Includes, but is not limited to, revenue from contract with customer and other sources.",
"label": "Revenue, Product and Service Benchmark [Member]"
}
}
},
"localname": "SalesRevenueProductLineMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesSummaryOfDisaggregationOfRevenueDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable": {
"auth_ref": [
"r59"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule for securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by Antidilutive Securities.",
"label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table]"
}
}
},
"localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": {
"auth_ref": [
"r59"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.",
"label": "Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]",
"terseLabel": "Schedule of Anti-Dilutive Common Equivalent Shares"
}
}
},
"localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": {
"auth_ref": [
"r701"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.",
"label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]",
"terseLabel": "Summary of basic and diluted net loss per share"
}
}
},
"localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfEarningsPerShareDilutedByCommonClassTable": {
"auth_ref": [
"r58",
"r60",
"r233",
"r234",
"r237"
],
"lang": {
"en-us": {
"role": {
"documentation": "Complete disclosure pertaining to an entity's diluted earnings per share.",
"label": "Schedule of Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Table]"
}
}
},
"localname": "ScheduleOfEarningsPerShareDilutedByCommonClassTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable": {
"auth_ref": [
"r103",
"r105"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of information about amount recognized for award under share-based payment arrangement. Includes, but is not limited to, amount expensed in statement of income or comprehensive income, amount capitalized in statement of financial position, and corresponding reporting line item in financial statements.",
"label": "Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table]"
}
}
},
"localname": "ScheduleOfEmployeeServiceShareBasedCompensationAllocationOfRecognizedPeriodCostsTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": {
"auth_ref": [
"r491",
"r492"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).",
"label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]",
"terseLabel": "Summary of Financial Instruments Measured At Fair Value On a Recurring Basis"
}
}
},
"localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": {
"auth_ref": [
"r68",
"r70",
"r579"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.",
"label": "Schedule of Finite-Lived Intangible Assets [Table]"
}
}
},
"localname": "ScheduleOfFiniteLivedIntangibleAssetsTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock": {
"auth_ref": [
"r68",
"r70"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of assets, excluding financial assets and goodwill, lacking physical substance with a finite life, by either major class or business segment.",
"label": "Schedule of Finite-Lived Intangible Assets [Table Text Block]",
"terseLabel": "Summary of Intangible Assets and Related Accumulated Amortization"
}
}
},
"localname": "ScheduleOfFiniteLivedIntangibleAssetsTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfGoodwillTable": {
"auth_ref": [
"r309",
"r310",
"r311",
"r312",
"r313",
"r314",
"r315",
"r316",
"r317",
"r318",
"r320",
"r646"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of goodwill and the changes during the year due to acquisition, sale, impairment or for other reasons.",
"label": "Schedule of Goodwill [Table]"
}
}
},
"localname": "ScheduleOfGoodwillTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfGoodwillTextBlock": {
"auth_ref": [
"r646",
"r709",
"r710",
"r711",
"r712",
"r713",
"r714",
"r715",
"r716",
"r717",
"r718",
"r719"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of goodwill by reportable segment and in total which includes a rollforward schedule.",
"label": "Schedule of Goodwill [Table Text Block]",
"terseLabel": "Summary of Goodwill"
}
}
},
"localname": "ScheduleOfGoodwillTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfLineOfCreditFacilitiesTextBlock": {
"auth_ref": [
"r15"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.",
"label": "Schedule of Line of Credit Facilities [Table Text Block]",
"terseLabel": "Schedule Of Long-Term Borrowings"
}
}
},
"localname": "ScheduleOfLineOfCreditFacilitiesTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfMaturitiesOfLongTermDebtTableTextBlock": {
"auth_ref": [
"r79"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of maturity and sinking fund requirement for long-term debt.",
"label": "Schedule of Maturities of Long-Term Debt [Table Text Block]",
"terseLabel": "Summary of Maturities of Long-term Debt"
}
}
},
"localname": "ScheduleOfMaturitiesOfLongTermDebtTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfProductInformationTable": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule detailing quantitative information concerning products or product lines by product or product line.",
"label": "Schedule of Product Information [Table]"
}
}
},
"localname": "ScheduleOfProductInformationTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": {
"auth_ref": [
"r140",
"r141"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.",
"label": "Schedule of Related Party Transactions, by Related Party [Table]"
}
}
},
"localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock": {
"auth_ref": [
"r36",
"r64"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of information concerning material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.",
"label": "Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]",
"terseLabel": "Schedule of Revenues and Long-Lived Assets by Geographic Region are Based on the Physical Location of the Customers Being Served or the Assets"
}
}
},
"localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsByGeographicalAreasTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable": {
"auth_ref": [
"r32",
"r64"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of material long-lived assets (excluding financial instruments, customer relationships with financial institutions, mortgage and other servicing rights, deferred policy acquisition costs, and deferred taxes assets) located in identified geographic areas and/or the amount of revenue from external customers attributed to that country from which revenue is material. An entity may also provide subtotals of geographic information about groups of countries.",
"label": "Schedule of Revenues from External Customers and Long-Lived Assets [Table]"
}
}
},
"localname": "ScheduleOfRevenuesFromExternalCustomersAndLongLivedAssetsTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesScheduleOfRevenuesAndLongLivedAssetsByGeographicRegionAreBasedOnThePhysicalLocationOfTheCustomersBeingServedOrTheAssetsDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": {
"auth_ref": [
"r405",
"r407",
"r409",
"r410",
"r411",
"r412",
"r413",
"r414",
"r415",
"r416",
"r417",
"r418",
"r419",
"r420",
"r421",
"r422",
"r423",
"r424",
"r425",
"r426",
"r427",
"r428",
"r429",
"r430",
"r431",
"r432",
"r433",
"r434"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of information about share-based payment arrangement.",
"label": "Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]"
}
}
},
"localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": {
"auth_ref": [
"r98",
"r99",
"r100"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.",
"label": "Share-Based Payment Arrangement, Option, Activity [Table Text Block]",
"terseLabel": "Summary of Transaction under the Company Stock Option Plan"
}
}
},
"localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": {
"auth_ref": [
"r102"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.",
"label": "Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]",
"terseLabel": "Share Based Compensation Stock Options Valuation Assumptions"
}
}
},
"localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of the number and weighted-average grant date fair value for restricted stock and restricted stock units that were outstanding at the beginning and end of the year, and the number of restricted stock and restricted stock units that were granted, vested, or forfeited during the year.",
"label": "Share-Based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity [Table Text Block]",
"terseLabel": "Summary of The Activity of Restricted Stock And Restricted Stock Units Granted By The Company"
}
}
},
"localname": "ScheduleOfSharebasedCompensationRestrictedStockAndRestrictedStockUnitsActivityTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ScheduleOfStockByClassTable": {
"auth_ref": [
"r84",
"r85",
"r86",
"r88",
"r89",
"r90",
"r91",
"r92",
"r93",
"r94",
"r181",
"r182",
"r183",
"r246",
"r369",
"r370",
"r371",
"r373",
"r377",
"r382",
"r384",
"r652",
"r681",
"r690"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.",
"label": "Schedule of Stock by Class [Table]"
}
}
},
"localname": "ScheduleOfStockByClassTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock": {
"auth_ref": [
"r70"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of the amount of amortization expense expected to be recorded in succeeding fiscal years for finite-lived intangible assets.",
"label": "Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]",
"terseLabel": "Summary of Total Estimated Future Amortization Expense"
}
}
},
"localname": "ScheduleofFiniteLivedIntangibleAssetsFutureAmortizationExpenseTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_SecuredDebt": {
"auth_ref": [
"r5",
"r146",
"r156"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Carrying value as of the balance sheet date, including the current and noncurrent portions, of collateralized debt obligations (with maturities initially due after one year or beyond the operating cycle, if longer). Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower.",
"label": "Secured Debt",
"terseLabel": "Secured debt",
"totalLabel": "Secured Debt, Total"
}
}
},
"localname": "SecuredDebt",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember": {
"auth_ref": [
"r753"
],
"lang": {
"en-us": {
"role": {
"documentation": "Fixed rate on U.S. dollar, constant-notional interest rate swap that has its variable-rate leg referenced to Secured Overnight Financing Rate (SOFR) with no additional spread over SOFR on variable-rate leg.",
"label": "Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]"
}
}
},
"localname": "SecuredOvernightFinancingRateSofrOvernightIndexSwapRateMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_SegmentReportingPolicyPolicyTextBlock": {
"auth_ref": [
"r256",
"r257",
"r258",
"r259",
"r260",
"r261",
"r273"
],
"lang": {
"en-us": {
"role": {
"documentation": "Disclosure of accounting policy for segment reporting.",
"label": "Segment Reporting, Policy [Policy Text Block]",
"terseLabel": "Segments"
}
}
},
"localname": "SegmentReportingPolicyPolicyTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_SellingAndMarketingExpense": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss": {
"order": 2.0,
"parentTag": "us-gaap_OperatingCostsAndExpenses",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "The aggregate total amount of expenses directly related to the marketing or selling of products or services.",
"label": "Selling and Marketing Expense",
"terseLabel": "Selling and marketing expenses",
"totalLabel": "Selling and Marketing Expense, Total"
}
}
},
"localname": "SellingAndMarketingExpense",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_SellingAndMarketingExpenseMember": {
"auth_ref": [
"r35"
],
"lang": {
"en-us": {
"role": {
"documentation": "Primary financial statement caption encompassing selling and marketing expense.",
"label": "Selling and Marketing Expense [Member]",
"terseLabel": "Selling and marketing expenses [Member]"
}
}
},
"localname": "SellingAndMarketingExpenseMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical"
],
"xbrltype": "domainItemType"
},
"us-gaap_SeniorDebtObligationsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Borrowing with the highest claim on the assets of the entity in event of bankruptcy or liquidation.",
"label": "Senior Debt Obligations [Member]",
"terseLabel": "Senior Debt Obligations [Member]"
}
}
},
"localname": "SeniorDebtObligationsMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_ShareBasedArrangementsToObtainGoodsAndServicesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Share-Based Payment Arrangement, Disclosure [Abstract]",
"terseLabel": "Share-based Payment Arrangement, Disclosure [Abstract]"
}
}
},
"localname": "ShareBasedArrangementsToObtainGoodsAndServicesAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_ShareBasedCompensation": {
"auth_ref": [
"r47"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 2.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of noncash expense for share-based payment arrangement.",
"label": "Share-Based Payment Arrangement, Noncash Expense",
"terseLabel": "Stock-based\u00a0compensation",
"totalLabel": "Share-based Payment Arrangement, Noncash Expense, Total"
}
}
},
"localname": "ShareBasedCompensation",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": {
"auth_ref": [
"r666"
],
"lang": {
"en-us": {
"role": {
"documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period",
"terseLabel": "Share-based compensation arrangement by share-based payment award, award vesting period"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "durationItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": {
"auth_ref": [
"r425"
],
"lang": {
"en-us": {
"role": {
"documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period",
"negatedLabel": "Forfeited"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": {
"auth_ref": [
"r425"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value",
"terseLabel": "Forfeited"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": {
"auth_ref": [
"r423"
],
"lang": {
"en-us": {
"role": {
"documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period",
"terseLabel": "Granted",
"verboseLabel": "Share-based payment award, number of shares granted"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": {
"auth_ref": [
"r423"
],
"lang": {
"en-us": {
"role": {
"documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value",
"terseLabel": "Granted"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": {
"auth_ref": [
"r420",
"r421"
],
"lang": {
"en-us": {
"role": {
"documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number",
"periodEndLabel": "Non-vested Shares, Ending Balance",
"periodStartLabel": "Non-vested Shares, Beginning Balance",
"terseLabel": "Unrecognized compensation expense related to unvested restricted stock",
"verboseLabel": "Unvested restricted stock"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": {
"auth_ref": [
"r420",
"r421"
],
"lang": {
"en-us": {
"role": {
"documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value",
"periodEndLabel": "Non-vested Ending Balance",
"periodStartLabel": "Non-vested Beginning Balance"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": {
"auth_ref": [
"r424"
],
"lang": {
"en-us": {
"role": {
"documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period",
"negatedLabel": "Vested"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": {
"auth_ref": [
"r424"
],
"lang": {
"en-us": {
"role": {
"documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value",
"terseLabel": "Vested"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "stringItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": {
"auth_ref": [
"r668"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares authorized for issuance under share-based payment arrangement.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized",
"terseLabel": "Share-based Payment Award, Number of Shares Authorized"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant": {
"auth_ref": [
"r104"
],
"lang": {
"en-us": {
"role": {
"documentation": "The difference between the maximum number of shares (or other type of equity) authorized for issuance under the plan (including the effects of amendments and adjustments), and the sum of: 1) the number of shares (or other type of equity) already issued upon exercise of options or other equity-based awards under the plan; and 2) shares (or other type of equity) reserved for issuance on granting of outstanding awards, net of cancellations and forfeitures, if applicable.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant",
"terseLabel": "Number of shares available for grant"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAvailableForGrant",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue": {
"auth_ref": [
"r427"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of accumulated difference between fair value of underlying shares on dates of exercise and exercise price on options exercised (or share units converted) into shares.",
"label": "Exercises"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisesInPeriodTotalIntrinsicValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod": {
"auth_ref": [
"r733"
],
"lang": {
"en-us": {
"role": {
"documentation": "For presentations that combine terminations, the number of shares under options that were cancelled during the reporting period as a result of occurrence of a terminating event specified in contractual agreements pertaining to the stock option plan or that expired.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period",
"negatedLabel": "Number of options, Forfeited",
"terseLabel": "Number of options, Forfeited",
"totalLabel": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period, Total"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice": {
"auth_ref": [
"r733"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average price of options that were either forfeited or expired.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price",
"terseLabel": "Weighted average exercise price, Forfeited"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": {
"auth_ref": [
"r416"
],
"lang": {
"en-us": {
"role": {
"documentation": "Gross number of share options (or share units) granted during the period.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross",
"terseLabel": "Number of options, Granted",
"verboseLabel": "Stock-based compensation expense result of issuance of stock option grants"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue": {
"auth_ref": [
"r104"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount by which the current fair value of the underlying stock exceeds the exercise price of options outstanding.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value",
"periodEndLabel": "Aggregate intrinsic value",
"periodStartLabel": "Aggregate intrinsic value",
"terseLabel": "Aggregate intrinsic value"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingIntrinsicValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": {
"auth_ref": [
"r412",
"r413"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of options outstanding, including both vested and non-vested options.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number",
"periodEndLabel": "Number of options, Ending Balance",
"periodStartLabel": "Number of options, Beginning Balance",
"terseLabel": "Total outstanding"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": {
"auth_ref": [
"r412",
"r413"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price",
"periodEndLabel": "Weighted average exercise price, Ending Balance",
"periodStartLabel": "Weighted average exercise price, Beginning Balance",
"terseLabel": "Wighted average exercise price"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedInPeriod": {
"auth_ref": [
"r104"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares issued under share-based payment arrangement.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period",
"terseLabel": "Issuance of shares"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedInPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": {
"auth_ref": [
"r409",
"r410",
"r411",
"r412",
"r413",
"r414",
"r415",
"r416",
"r417",
"r418",
"r419",
"r420",
"r421",
"r422",
"r423",
"r424",
"r425",
"r426",
"r427",
"r428",
"r429",
"r430",
"r431",
"r432",
"r433",
"r434"
],
"lang": {
"en-us": {
"role": {
"documentation": "Award under share-based payment arrangement.",
"label": "Award Type [Domain]",
"terseLabel": "Award Type [Domain]"
}
}
},
"localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "domainItemType"
},
"us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": {
"auth_ref": [
"r417"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.",
"label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price",
"terseLabel": "Weighted average exercise price, Exercised"
}
}
},
"localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": {
"auth_ref": [
"r416"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.",
"label": "Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price",
"terseLabel": "Weighted average exercise price, Granted"
}
}
},
"localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_ShareBasedCompensationPerformanceSharesAwardUnvestedActivityTableTextBlock": {
"auth_ref": [
"r97"
],
"lang": {
"en-us": {
"role": {
"documentation": "Tabular disclosure of number and weighted-average grant date fair value for nonvested performance shares.",
"label": "Share-Based Payment Arrangement, Performance Shares, Activity [Table Text Block]",
"terseLabel": "Summary of Performance Stock Unit Award Activity"
}
}
},
"localname": "ShareBasedCompensationPerformanceSharesAwardUnvestedActivityTableTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_ShareRepurchaseProgramAxis": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Information by share repurchase program.",
"label": "Share Repurchase Program [Axis]"
}
}
},
"localname": "ShareRepurchaseProgramAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ShareRepurchaseProgramDomain": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Name of the share repurchase program.",
"label": "Share Repurchase Program [Domain]"
}
}
},
"localname": "ShareRepurchaseProgramDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": {
"auth_ref": [
"r727"
],
"lang": {
"en-us": {
"role": {
"documentation": "Percentage of vesting of award under share-based payment arrangement.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage",
"terseLabel": "Percentage of vesting of restricted stock and restricted stock units"
}
}
},
"localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "percentItemType"
},
"us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod": {
"auth_ref": [
"r667"
],
"lang": {
"en-us": {
"role": {
"documentation": "Period from grant date that an equity-based award expires, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period",
"terseLabel": "Share-based award expiration period"
}
}
},
"localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardExpirationPeriod",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "durationItemType"
},
"us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Number of non-vested options forfeited.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares",
"terseLabel": "Number of shares forfeited during period"
}
}
},
"localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedOptionsForfeitedNumberOfShares",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average grant-date fair value of non-vested options outstanding.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price",
"periodEndLabel": "Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Ending Balance",
"periodStartLabel": "Share-Based Compensation Arrangement by Share-Based Payment Award, Option, Nonvested, Weighted Average Exercise Price, Beginning Balance",
"terseLabel": "Weighted average grant date fair value"
}
}
},
"localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsNonvestedWeightedAverageGrantDateFairValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2": {
"auth_ref": [
"r101"
],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average remaining contractual term for option awards outstanding, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term",
"terseLabel": "Weighted average remaining contractual life (years)"
}
}
},
"localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardOptionsOutstandingWeightedAverageRemainingContractualTerm2",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "durationItemType"
},
"us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Purchase price of common stock expressed as a percentage of its fair value.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Purchase Price of Common Stock, Percent",
"terseLabel": "Percentage of target PSUs"
}
}
},
"localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardPurchasePriceOfCommonStockPercent",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "percentItemType"
},
"us-gaap_SharesIssuedPricePerShare": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Per share or per unit amount of equity securities issued.",
"label": "Shares Issued, Price Per Share",
"terseLabel": "Sale of stock issue price per share"
}
}
},
"localname": "SharesIssuedPricePerShare",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "perShareItemType"
},
"us-gaap_SharesOutstanding": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares issued which are neither cancelled nor held in the treasury.",
"label": "Shares outstanding",
"periodEndLabel": "Balance (in shares)",
"periodStartLabel": "Balance (in shares)"
}
}
},
"localname": "SharesOutstanding",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical"
],
"xbrltype": "sharesItemType"
},
"us-gaap_ShortTermDebtTypeAxis": {
"auth_ref": [
"r16"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of short-term debt arrangement.",
"label": "Short-Term Debt, Type [Axis]"
}
}
},
"localname": "ShortTermDebtTypeAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_ShortTermDebtTypeDomain": {
"auth_ref": [
"r14"
],
"lang": {
"en-us": {
"role": {
"documentation": "Type of short-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing.",
"label": "Short-Term Debt, Type [Domain]"
}
}
},
"localname": "ShortTermDebtTypeDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_SignificantChangesInOperationsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Significant Changes in Operations [Abstract]",
"terseLabel": "Change in non-cash working capital (net of acquisitions):",
"verboseLabel": "Changes in\u00a0non-cash\u00a0working capital (net of acquisitions):"
}
}
},
"localname": "SignificantChangesInOperationsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "stringItemType"
},
"us-gaap_StatementClassOfStockAxis": {
"auth_ref": [
"r181",
"r182",
"r183",
"r208",
"r233",
"r234",
"r237",
"r239",
"r246",
"r247",
"r284",
"r337",
"r340",
"r341",
"r342",
"r348",
"r349",
"r369",
"r370",
"r373",
"r377",
"r384",
"r500",
"r634",
"r681",
"r690",
"r700"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by the different classes of stock of the entity.",
"label": "Class of Stock [Axis]",
"terseLabel": "Class of Stock [Axis]"
}
}
},
"localname": "StatementClassOfStockAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CoverPage",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "stringItemType"
},
"us-gaap_StatementEquityComponentsAxis": {
"auth_ref": [
"r24",
"r87",
"r169",
"r195",
"r196",
"r197",
"r212",
"r213",
"r214",
"r217",
"r225",
"r227",
"r245",
"r292",
"r386",
"r440",
"r441",
"r442",
"r453",
"r454",
"r487",
"r510",
"r511",
"r512",
"r513",
"r514",
"r515",
"r537",
"r608",
"r609",
"r610"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by component of equity.",
"label": "Equity Components [Axis]"
}
}
},
"localname": "StatementEquityComponentsAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_StatementLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.",
"label": "Statement [Line Items]",
"terseLabel": "Statement [Line Items]"
}
}
},
"localname": "StatementLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_StatementOfCashFlowsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Statement of Cash Flows [Abstract]",
"terseLabel": "STATEMENT OF CASH FLOWS"
}
}
},
"localname": "StatementOfCashFlowsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_StatementOfFinancialPositionAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Statement of Financial Position [Abstract]",
"terseLabel": "Statement of Financial Position [Abstract]"
}
}
},
"localname": "StatementOfFinancialPositionAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_StatementOfStockholdersEquityAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Statement of Stockholders' Equity [Abstract]"
}
}
},
"localname": "StatementOfStockholdersEquityAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_StatementTable": {
"auth_ref": [
"r212",
"r213",
"r214",
"r245",
"r578"
],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.",
"label": "Statement [Table]",
"terseLabel": "Statement [Table]"
}
}
},
"localname": "StatementTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheetsParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLossParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_StockIssued1": {
"auth_ref": [
"r52",
"r53",
"r54"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "The fair value of stock issued in noncash financing activities.",
"label": "Stock Issued",
"terseLabel": "Shares issued in connection with acquisitions and other agreements"
}
}
},
"localname": "StockIssued1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockIssuedDuringPeriodSharesAcquisitions": {
"auth_ref": [
"r7",
"r8",
"r94"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares of stock issued during the period pursuant to acquisitions.",
"label": "Stock Issued During Period, Shares, Acquisitions",
"terseLabel": "Shares issued in connection with certain agreements (in shares)"
}
}
},
"localname": "StockIssuedDuringPeriodSharesAcquisitions",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits": {
"auth_ref": [
"r7",
"r8",
"r87",
"r88",
"r94"
],
"lang": {
"en-us": {
"role": {
"documentation": "The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).",
"label": "Class B common stock transferred to Class A common stock (in shares)",
"terseLabel": "Stock issued during period, shares, conversion of units",
"verboseLabel": "Stock issued during period, shares conversion of units"
}
}
},
"localname": "StockIssuedDuringPeriodSharesConversionOfUnits",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.",
"label": "Stock Issued During Period, Shares, Issued for Services",
"terseLabel": "Shares issued in connection with an agreement (in shares)"
}
}
},
"localname": "StockIssuedDuringPeriodSharesIssuedForServices",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockIssuedDuringPeriodSharesNewIssues": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of new stock issued during the period.",
"label": "Stock Issued During Period, Shares, New Issues",
"terseLabel": "Shares issued in connection with the Initial Public Offering (in shares)",
"verboseLabel": "Stock issued during the period shares"
}
}
},
"localname": "StockIssuedDuringPeriodSharesNewIssues",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares related to Restricted Stock Award forfeited during the period.",
"label": "Stock Issued During Period, Shares, Restricted Stock Award, Forfeited",
"negatedLabel": "Restricted stock forfeitures (in shares)"
}
}
},
"localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardForfeited",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross": {
"auth_ref": [
"r87",
"r94"
],
"lang": {
"en-us": {
"role": {
"documentation": "Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.",
"label": "Stock Issued During Period, Shares, Restricted Stock Award, Gross",
"terseLabel": "Restricted stock grants (in shares)"
}
}
},
"localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardGross",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94",
"r417"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of share options (or share units) exercised during the current period.",
"label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period",
"negatedLabel": "Number of options, Exercised",
"terseLabel": "Number of options, Exercised"
}
}
},
"localname": "StockIssuedDuringPeriodSharesStockOptionsExercised",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockbasedCompensationSummaryOfTransactionUnderTheCompanyStockOptionPlanDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockIssuedDuringPeriodValueAcquisitions": {
"auth_ref": [
"r24",
"r87",
"r94"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Value of stock issued pursuant to acquisitions during the period.",
"label": "Stock Issued During Period, Value, Acquisitions",
"terseLabel": "Shares issued in connection with certain agreements"
}
}
},
"localname": "StockIssuedDuringPeriodValueAcquisitions",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": {
"auth_ref": [
"r24",
"r87",
"r94"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).",
"label": "Stock Issued During Period, Value, Conversion of Units",
"terseLabel": "Class B common stock transferred to Class A common stock"
}
}
},
"localname": "StockIssuedDuringPeriodValueConversionOfUnits",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockIssuedDuringPeriodValueNewIssues": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.",
"label": "Stock Issued During Period, Value, New Issues",
"terseLabel": "Shares issued in connection with the Initial Public Offering",
"verboseLabel": "Stock issued during the period value"
}
}
},
"localname": "StockIssuedDuringPeriodValueNewIssues",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardForfeitures": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Value of stock related to Restricted Stock Awards forfeited during the period.",
"label": "Stock Issued During Period, Value, Restricted Stock Award, Forfeitures",
"negatedLabel": "Restricted stock forfeitures"
}
}
},
"localname": "StockIssuedDuringPeriodValueRestrictedStockAwardForfeitures",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94"
],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Aggregate value of stock related to Restricted Stock Awards issued during the period.",
"label": "Stock Issued During Period, Value, Restricted Stock Award, Gross",
"terseLabel": "Restricted stock grants"
}
}
},
"localname": "StockIssuedDuringPeriodValueRestrictedStockAwardGross",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockRedeemedOrCalledDuringPeriodShares": {
"auth_ref": [
"r87"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of stock bought back by the entity at the exercise price or redemption price.",
"label": "Stock Redeemed or Called During Period, Shares",
"terseLabel": "Stock redeemed or called during period, shares"
}
}
},
"localname": "StockRedeemedOrCalledDuringPeriodShares",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockRepurchaseProgramAuthorizedAmount1": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount of stock repurchase plan authorized.",
"label": "Stock Repurchase Program, Authorized Amount",
"terseLabel": "Share repurchase program, authorized value"
}
}
},
"localname": "StockRepurchaseProgramAuthorizedAmount1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockRepurchaseProgramNumberOfSharesAuthorizedToBeRepurchased": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "The number of shares authorized to be repurchased by an entity's Board of Directors under a stock repurchase plan.",
"label": "Stock Repurchase Program, Number of Shares Authorized to be Repurchased",
"terseLabel": "Stock repurchase program, number of shares authorized to be repurchased"
}
}
},
"localname": "StockRepurchaseProgramNumberOfSharesAuthorizedToBeRepurchased",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Amount remaining of a stock repurchase plan authorized.",
"label": "Stock Repurchase Program, Remaining Authorized Repurchase Amount",
"terseLabel": "Stock repurchase program, remaining authorized repurchase amount"
}
}
},
"localname": "StockRepurchaseProgramRemainingAuthorizedRepurchaseAmount1",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockRepurchasedDuringPeriodShares": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.",
"label": "Stock Repurchased During Period, Shares",
"negatedLabel": "Shares repurchased (in shares)",
"terseLabel": "Shares repurchased (in shares)"
}
}
},
"localname": "StockRepurchasedDuringPeriodShares",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "sharesItemType"
},
"us-gaap_StockRepurchasedDuringPeriodValue": {
"auth_ref": [
"r7",
"r8",
"r87",
"r94"
],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.",
"label": "Stock Repurchased During Period, Value",
"negatedLabel": "Shares repurchased",
"terseLabel": "Shares repurchased"
}
}
},
"localname": "StockRepurchasedDuringPeriodValue",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockholdersEquity": {
"auth_ref": [
"r8",
"r11",
"r12",
"r65",
"r671",
"r692",
"r708",
"r757"
],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 3.0,
"parentTag": "us-gaap_LiabilitiesAndStockholdersEquity",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.",
"label": "Stockholders' Equity Attributable to Parent",
"periodEndLabel": "Balance",
"periodStartLabel": "Balance",
"totalLabel": "Total stockholders' equity"
}
}
},
"localname": "StockholdersEquity",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_StockholdersEquityNoteAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Stockholders' Equity Note [Abstract]",
"terseLabel": "Stockholders' Equity Note [Abstract]"
}
}
},
"localname": "StockholdersEquityNoteAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_StockholdersEquityNoteDisclosureTextBlock": {
"auth_ref": [
"r95",
"r207",
"r370",
"r372",
"r373",
"r374",
"r375",
"r376",
"r377",
"r378",
"r379",
"r380",
"r381",
"r383",
"r386",
"r478"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.",
"label": "Stockholders' Equity Note Disclosure [Text Block]",
"terseLabel": "Stockholders' Equity"
}
}
},
"localname": "StockholdersEquityNoteDisclosureTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquity"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_SubsequentEventLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.",
"label": "Subsequent Event [Line Items]"
}
}
},
"localname": "SubsequentEventLineItems",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails"
],
"xbrltype": "stringItemType"
},
"us-gaap_SubsequentEventMember": {
"auth_ref": [
"r516",
"r545"
],
"lang": {
"en-us": {
"role": {
"documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.",
"label": "Subsequent Event [Member]"
}
}
},
"localname": "SubsequentEventMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails"
],
"xbrltype": "domainItemType"
},
"us-gaap_SubsequentEventTable": {
"auth_ref": [
"r516",
"r545"
],
"lang": {
"en-us": {
"role": {
"documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.",
"label": "Subsequent Event [Table]"
}
}
},
"localname": "SubsequentEventTable",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails"
],
"xbrltype": "stringItemType"
},
"us-gaap_SubsequentEventTypeAxis": {
"auth_ref": [
"r516",
"r545"
],
"lang": {
"en-us": {
"role": {
"documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.",
"label": "Subsequent Event Type [Axis]"
}
}
},
"localname": "SubsequentEventTypeAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails"
],
"xbrltype": "stringItemType"
},
"us-gaap_SubsequentEventTypeDomain": {
"auth_ref": [
"r516",
"r545"
],
"lang": {
"en-us": {
"role": {
"documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.",
"label": "Subsequent Event Type [Domain]"
}
}
},
"localname": "SubsequentEventTypeDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails"
],
"xbrltype": "domainItemType"
},
"us-gaap_SubsequentEventsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Subsequent Events [Abstract]"
}
}
},
"localname": "SubsequentEventsAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_SubsequentEventsTextBlock": {
"auth_ref": [
"r544",
"r546"
],
"lang": {
"en-us": {
"role": {
"documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.",
"label": "Subsequent Events [Text Block]",
"terseLabel": "Subsequent Events"
}
}
},
"localname": "SubsequentEventsTextBlock",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEvents1"
],
"xbrltype": "textBlockItemType"
},
"us-gaap_SubsidiarySaleOfStockAxis": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of sale of the entity's stock.",
"label": "Sale of Stock [Axis]",
"terseLabel": "Sale of Stock [Axis]"
}
}
},
"localname": "SubsidiarySaleOfStockAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_TemporaryEquityAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Temporary Equity [Abstract]",
"terseLabel": "Stockholders' equity:"
}
}
},
"localname": "TemporaryEquityAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "stringItemType"
},
"us-gaap_TradeNamesMember": {
"auth_ref": [
"r118"
],
"lang": {
"en-us": {
"role": {
"documentation": "Rights acquired through registration of a business name to gain or protect exclusive use thereof.",
"label": "Trade Names [Member]",
"terseLabel": "Trade names"
}
}
},
"localname": "TradeNamesMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": {
"auth_ref": [
"r282",
"r283",
"r366",
"r382",
"r477",
"r547",
"r548",
"r549",
"r550",
"r551",
"r552",
"r553",
"r554",
"r555",
"r556",
"r557",
"r558",
"r559",
"r560",
"r561",
"r562",
"r563",
"r564",
"r565",
"r566",
"r567",
"r568",
"r569",
"r570",
"r571",
"r572",
"r573",
"r574",
"r575",
"r576",
"r705",
"r706",
"r707",
"r773",
"r774",
"r775",
"r776",
"r777",
"r778",
"r779"
],
"lang": {
"en-us": {
"role": {
"documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.",
"label": "Financial Instruments [Domain]"
}
}
},
"localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_TypeOfAdoptionMember": {
"auth_ref": [
"r167",
"r168",
"r169",
"r170",
"r171",
"r216",
"r217",
"r218",
"r219",
"r229",
"r279",
"r280",
"r289",
"r290",
"r291",
"r292",
"r294",
"r295",
"r440",
"r441",
"r442",
"r451",
"r452",
"r453",
"r454",
"r465",
"r466",
"r467",
"r479",
"r480",
"r481",
"r482",
"r483",
"r484",
"r485",
"r486",
"r487",
"r488",
"r489",
"r490",
"r501",
"r502",
"r504",
"r505",
"r506",
"r507",
"r508",
"r509",
"r517",
"r518",
"r522",
"r523",
"r524",
"r525",
"r532",
"r533",
"r534",
"r535",
"r536",
"r537",
"r580",
"r581",
"r582",
"r606",
"r607",
"r608",
"r609",
"r610",
"r611",
"r612",
"r613",
"r614",
"r615",
"r616",
"r617"
],
"lang": {
"en-us": {
"role": {
"documentation": "Amendment to accounting standards.",
"label": "Accounting Standards Update [Domain]"
}
}
},
"localname": "TypeOfAdoptionMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_VariableRateAxis": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Information by type of variable rate.",
"label": "Variable Rate [Axis]"
}
}
},
"localname": "VariableRateAxis",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"us-gaap_VariableRateDomain": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Interest rate that fluctuates over time as a result of an underlying benchmark interest rate or index.",
"label": "Variable Rate [Domain]"
}
}
},
"localname": "VariableRateDomain",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_WarrantMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.",
"label": "Warrant [Member]",
"terseLabel": "Warrants [Member]",
"verboseLabel": "Warrants (convertible to Series A common stock)"
}
}
},
"localname": "WarrantMember",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "domainItemType"
},
"us-gaap_WarrantsAndRightsNoteDisclosureAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"label": "Warrants and Rights Note Disclosure [Abstract]",
"terseLabel": "Warrants and Rights Note Disclosure [Abstract]"
}
}
},
"localname": "WarrantsAndRightsNoteDisclosureAbstract",
"nsuri": "http://fasb.org/us-gaap/2022",
"xbrltype": "stringItemType"
},
"us-gaap_WarrantsAndRightsOutstanding": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Value of outstanding derivative securities that permit the holder the right to purchase securities (usually equity) from the issuer at a specified price.",
"label": "Warrants and Rights Outstanding",
"terseLabel": "Warrants and derivative liabilities"
}
}
},
"localname": "WarrantsAndRightsOutstanding",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"us-gaap_WarrantsAndRightsOutstandingMeasurementInput": {
"auth_ref": [
"r495"
],
"lang": {
"en-us": {
"role": {
"documentation": "Value of input used to measure outstanding warrant and right embodying unconditional obligation requiring redemption by transferring asset at specified or determinable date or upon event certain to occur.",
"label": "Warrants and Rights Outstanding, Measurement Input",
"verboseLabel": "Warrants and derivative liabilities"
}
}
},
"localname": "WarrantsAndRightsOutstandingMeasurementInput",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "decimalItemType"
},
"us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": {
"auth_ref": [
"r232",
"r239"
],
"lang": {
"en-us": {
"role": {
"documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.",
"label": "Weighted Average Number of Shares Outstanding, Diluted",
"terseLabel": "Diluted",
"totalLabel": "Weighted Average Number of Shares Outstanding, Diluted, Total",
"verboseLabel": "Denominator for Dilutive Loss per share-Weighted-average Common Stock"
}
}
},
"localname": "WeightedAverageNumberOfDilutedSharesOutstanding",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "sharesItemType"
},
"us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": {
"auth_ref": [
"r230",
"r239"
],
"lang": {
"en-us": {
"role": {
"documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.",
"label": "Weighted Average Number of Shares Outstanding, Basic",
"terseLabel": "Basic",
"totalLabel": "Weighted Average Number of Shares Outstanding, Basic, Total",
"verboseLabel": "Denominator for Basic Loss per share-Weighted-average Common Stock"
}
}
},
"localname": "WeightedAverageNumberOfSharesOutstandingBasic",
"nsuri": "http://fasb.org/us-gaap/2022",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_AccountingPoliciesLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Accounting Policies .",
"label": "Accounting Policies [Line Items]"
}
}
},
"localname": "AccountingPoliciesLineItems",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureBasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformation1Details"
],
"xbrltype": "stringItemType"
},
"zeta_AccountingPoliciesTable": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Accounting Policies .",
"label": "Accounting Policies [Table]"
}
}
},
"localname": "AccountingPoliciesTable",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureBasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformation1Details"
],
"xbrltype": "stringItemType"
},
"zeta_AchievementPeriodEndDate": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Achievement period end date.",
"label": "Achievement Period End Date",
"terseLabel": "Achievement period end date"
}
}
},
"localname": "AchievementPeriodEndDate",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails"
],
"xbrltype": "dateItemType"
},
"zeta_AcquisitionRelatedLiabilitiesAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Acquisition Related Liabilities .",
"label": "Acquisition Related Liabilities [Abstract]"
}
}
},
"localname": "AcquisitionRelatedLiabilitiesAbstract",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"xbrltype": "stringItemType"
},
"zeta_AcquisitionRelatedLiabilitiesCurrent": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 2.0,
"parentTag": "us-gaap_LiabilitiesCurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Acquisition related liabilities current.",
"label": "Acquisition Related Liabilities Current",
"terseLabel": "Acquisition related liabilities (current)"
}
}
},
"localname": "AcquisitionRelatedLiabilitiesCurrent",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"zeta_AcquisitionRelatedLiabilitiesDisclosureTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Acquisition Related Liabilities Disclosure .",
"label": "Acquisition Related Liabilities Disclosure [Text Block]",
"terseLabel": "Acquisition Related Liabilities"
}
}
},
"localname": "AcquisitionRelatedLiabilitiesDisclosureTextBlock",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilities"
],
"xbrltype": "textBlockItemType"
},
"zeta_AcquisitionRelatedLiabilitiesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Acquisition Related Liabilities [Member].",
"label": "Acquisition Related Liabilities [Member]",
"verboseLabel": "Acquisition Related Liabilities [Member]"
}
}
},
"localname": "AcquisitionRelatedLiabilitiesMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfFinancialInstrumentsMeasuredAtFairValueOnARecurringBasisDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_AcquisitionRelatedLiabilitiesNonCurrent": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets": {
"order": 1.0,
"parentTag": "us-gaap_LiabilitiesNoncurrent",
"weight": 1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Acquisition related liabilities non current.",
"label": "Acquisition Related Liabilities Non Current",
"terseLabel": "Acquisition related liabilities (non-current)"
}
}
},
"localname": "AcquisitionRelatedLiabilitiesNonCurrent",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedBalanceSheets"
],
"xbrltype": "monetaryItemType"
},
"zeta_AcquisitionsAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Acquisitions.",
"label": "Acquisitions [Abstract]"
}
}
},
"localname": "AcquisitionsAbstract",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"xbrltype": "stringItemType"
},
"zeta_AcquisitionsLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Acquisitions",
"label": "Acquisitions [Line Items]",
"terseLabel": "Business Acquisition, Date of Acquisition Agreement"
}
}
},
"localname": "AcquisitionsLineItems",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"zeta_AcquisitionsTable": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Acquisitions.",
"label": "Acquisitions [Table]"
}
}
},
"localname": "AcquisitionsTable",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"zeta_ApptnessMediaGroupLlcMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Apptness media group, LLC [Member].",
"label": "Apptness Media Group, LLC [Member]"
}
}
},
"localname": "ApptnessMediaGroupLlcMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ApptnessMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Apptness.",
"label": "Apptness [Member]"
}
}
},
"localname": "ApptnessMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_AptnessMediaLlcMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Aptness Media Llc.",
"label": "Aptness Media LLC [Member]",
"terseLabel": "Apptness Media Group, LLC"
}
}
},
"localname": "AptnessMediaLlcMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ArcamaxMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "ArcaMax",
"label": "ArcaMax [Member]"
}
}
},
"localname": "ArcamaxMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ArcamaxPublishingIncMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "ArcaMax Publishing, Inc.",
"label": "ArcaMax Publishing, Inc [Member]",
"terseLabel": "ArcaMax [Member]"
}
}
},
"localname": "ArcamaxPublishingIncMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_BusinessCombinationCashHoldBack": {
"auth_ref": [],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Business combination, cash hold back.",
"label": "Business Combination, Cash Hold Back",
"terseLabel": "Business combination, cash holdback"
}
}
},
"localname": "BusinessCombinationCashHoldBack",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_BusinessCombinationChangeInFairValueOfearnout": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Business Combination Change In Fair Value Of\u00a0Earn-Out .",
"label": "Business Combination Change In Fair Value OfEarnOut",
"terseLabel": "Change in fair value of\u00a0earn-out"
}
}
},
"localname": "BusinessCombinationChangeInFairValueOfearnout",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_BusinessCombinationContingentConsiderationEquityInterestsIssuableShares": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Business combination contingent consideration equity interests issuable shares.",
"label": "Business Combination Contingent Consideration Equity Interests Issuable Shares",
"terseLabel": "Business combination contingent consideration equity interests issuable shares"
}
}
},
"localname": "BusinessCombinationContingentConsiderationEquityInterestsIssuableShares",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_BusinessCombinationEarnOutFromOperatingPerformance": {
"auth_ref": [],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Business combination, earn - out from operating performance.",
"label": "Business Combination, Earn Out From Operating Performance",
"terseLabel": "Earnouts based on the operating performance"
}
}
},
"localname": "BusinessCombinationEarnOutFromOperatingPerformance",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_BusinessCombinationEstimatedFairValueOfEarnOutsFromOperatingPerformance": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Business combination, estimated fair value of earn outs from operating performance.",
"label": "Business Combination, Estimated Fair Value Of Earn Outs From Operating Performance",
"terseLabel": "Fair value of earn outs"
}
}
},
"localname": "BusinessCombinationEstimatedFairValueOfEarnOutsFromOperatingPerformance",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_BusinessCombinationFinalContingentConsiderationPayableInCash": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Business combination final contingent consideration payable in cash.",
"label": "Business Combination Final Contingent Consideration Payable In Cash",
"terseLabel": "Business combination final contingent consideration payable in cash"
}
}
},
"localname": "BusinessCombinationFinalContingentConsiderationPayableInCash",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_BusinessCombinationNumberOfInterestBasedNewslettersToConsumer": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Business combination number of interest based newsletters to consumer.",
"label": "Business Combination Number of Interest Based Newsletters to Consumer",
"terseLabel": "Business combination number of interest based newsletters to consumer"
}
}
},
"localname": "BusinessCombinationNumberOfInterestBasedNewslettersToConsumer",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "integerItemType"
},
"zeta_BusinessCombinationPaymentsToAcquireBusinessesGross": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Business combination payments to acquire businesses gross.",
"label": "Business Combination Payments To Acquire Businesses Gross",
"negatedLabel": "Payments made during the period"
}
}
},
"localname": "BusinessCombinationPaymentsToAcquireBusinessesGross",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherNetAsset": {
"auth_ref": [],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Business combination recognized identifiable assets acquired and liabilities assumed other net asset.",
"label": "Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Other Net Asset",
"terseLabel": "Other net assets"
}
}
},
"localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedOtherNetAsset",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_BusinessCombinationWorkingCapitalAdjustment": {
"auth_ref": [],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Business combination working capital adjustment.",
"label": "Business combination Working Capital Adjustment",
"terseLabel": "Business combination working capital adjustment"
}
}
},
"localname": "BusinessCombinationWorkingCapitalAdjustment",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_CaivisGroupMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Caivis Group [Member].",
"label": "Caivis Group [Member]",
"terseLabel": "Caivis Group [Member]"
}
}
},
"localname": "CaivisGroupMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_CastingMadeSimpleCorpMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Casting Made Simple Corp [Member].",
"label": "Casting Made Simple Corp [Member]",
"terseLabel": "Casting Made Simple Corp [Member]"
}
}
},
"localname": "CastingMadeSimpleCorpMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_CertainAgreementsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Certain agreements.",
"label": "Certain Agreements [Member]",
"terseLabel": "Certain Agreements [Member]"
}
}
},
"localname": "CertainAgreementsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ChangeInTheFairValueOfAcquisitionRelatedLiabilities": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 5.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Change in the fair value of acquisition related liabilities.",
"label": "Change in the fair value of acquisition related liabilities",
"terseLabel": "Change in fair value of acquisition-related liabilities"
}
}
},
"localname": "ChangeInTheFairValueOfAcquisitionRelatedLiabilities",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"zeta_ClassAStockRepurchaseMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Class\u00a0A Stock Repurchase.",
"label": "Class A Stock Repurchase [Member]",
"terseLabel": "Class A Stock Repurchase [Member]"
}
}
},
"localname": "ClassAStockRepurchaseMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ClassBStockRepurchaseMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Class\u00a0B Stock Repurchase.",
"label": "Class B Stock Repurchase [Member]",
"terseLabel": "Class B Stock Repurchase [Member]"
}
}
},
"localname": "ClassBStockRepurchaseMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_CoFounderAndChiefExecutiveOfficerMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Co-Founder and Chief Executive Officer.",
"label": "Co Founder And Chief Executive Officer [Member]",
"terseLabel": "Co-Founder and Chief Executive Officer [Member]"
}
}
},
"localname": "CoFounderAndChiefExecutiveOfficerMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_CommitmentsAndContingenciesDisclosureLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Commitments and contingencies disclosure [Line Items].",
"label": "Commitments And Contingencies Disclosure [Line Items]",
"terseLabel": "Commitments And Contingencies Disclosure [Line Items]"
}
}
},
"localname": "CommitmentsAndContingenciesDisclosureLineItems",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"zeta_CommitmentsAndContingenciesDisclosureTable": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Commitments and contingencies disclosure [Table].",
"label": "Commitments And Contingencies Disclosure [Table]"
}
}
},
"localname": "CommitmentsAndContingenciesDisclosureTable",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesAdditionalInformationDetail"
],
"xbrltype": "stringItemType"
},
"zeta_CompletedTechnologiesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Completed technologies [Member].",
"label": "Completed Technologies [Member]",
"terseLabel": "Completed technologies"
}
}
},
"localname": "CompletedTechnologiesMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ConcentrationRiskThresholdPercentage": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Concentration Risk Threshold Percentage",
"label": "Concentration risk percentage"
}
}
},
"localname": "ConcentrationRiskThresholdPercentage",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "percentItemType"
},
"zeta_ContractWithCustomerLiabilityAmountBilledAndCollectedInAdvance": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Contract with customer liability, amount billed and collected in advance.",
"label": "Contract With Customer Liability, Amount Billed And Collected In Advance",
"terseLabel": "Amount billed and collected in advance"
}
}
},
"localname": "ContractWithCustomerLiabilityAmountBilledAndCollectedInAdvance",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_DataSupplyRelationshipsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Data supply relationships.",
"label": "Data Supply Relationships [Member]",
"terseLabel": "Data supply relationships"
}
}
},
"localname": "DataSupplyRelationshipsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/IntangibleAssetsSummaryOfIntangibleAssetsAndRelatedAccumulatedAmortizationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_DatabaseMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Database.",
"label": "Database [Member]"
}
}
},
"localname": "DatabaseMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_DecemberOneTwoThousandTwentyTwoToMayThirtyOneTwoThousandAndTwentyThreeMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "December one two thousand twenty two to may thirty one two thousand and twenty three [member]",
"label": "December one two thousand twenty two to may thirty one two thousand and twenty three [member]",
"terseLabel": "December 1, 2022 to May 31, 2023 [Member]"
}
}
},
"localname": "DecemberOneTwoThousandTwentyTwoToMayThirtyOneTwoThousandAndTwentyThreeMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_DenominatorAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Denominator.",
"label": "Denominator [Abstract]",
"terseLabel": "Denominator:"
}
}
},
"localname": "DenominatorAbstract",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "stringItemType"
},
"zeta_DerivativeFairValueOfDerivativeLiabilitySettled": {
"auth_ref": [],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Derivative fair value of derivative liability settled.",
"label": "Derivative Fair Value Of Derivative Liability Settled",
"terseLabel": "Derivative fair value of derivative liability settled"
}
}
},
"localname": "DerivativeFairValueOfDerivativeLiabilitySettled",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_DerivativeLiabilityMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Derivative Liability [Member].",
"label": "Derivative Liability [Member]",
"verboseLabel": "Derivative Liabilities [Member]"
}
}
},
"localname": "DerivativeLiabilityMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_DevelopedTechnologyMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Developed Technology.",
"label": "Developed Technology [Member]"
}
}
},
"localname": "DevelopedTechnologyMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_DividendsOnRedeemableConvertiblePreferredStockSettledInCompanysEquity": {
"auth_ref": [],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Dividends on redeemable convertible preferred stock settled in Company's equity.",
"label": "Dividends On Redeemable Convertible Preferred Stock Settled In Companys Equity",
"terseLabel": "Dividends on redeemable convertible preferred stock settled in Company's equity"
}
}
},
"localname": "DividendsOnRedeemableConvertiblePreferredStockSettledInCompanysEquity",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"zeta_EbayCrmMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "eBay CRM .",
"label": "eBay CRM [Member]"
}
}
},
"localname": "EbayCrmMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ElectronicMailMarketingServicesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Electronic Mail Marketing Services.",
"label": "Electronic Mail Marketing Services [Member]"
}
}
},
"localname": "ElectronicMailMarketingServicesMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityAdditions": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Fair value measurement with unobservable inputs reconciliation recurring basis liability additions.",
"label": "Fair Value Measurement With Unobservable Inputs Reconciliation Recurring Basis Liability Additions",
"terseLabel": "Additions, net of payments"
}
}
},
"localname": "FairValueMeasurementWithUnobservableInputsReconciliationRecurringBasisLiabilityAdditions",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_FixedChargeCoverageRatio": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Fixed charge coverage ratio.",
"label": "Fixed Charge Coverage Ratio",
"terseLabel": "Fixed charge coverage ratio"
}
}
},
"localname": "FixedChargeCoverageRatio",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "pureItemType"
},
"zeta_GeneralAdministrativeAndCorporateDevelopmentSupportActivitiesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "General Administrative and Corporate Development Support Activities [Member].",
"label": "General Administrative And Corporate Development Support Activities [Member]",
"terseLabel": "General Administrative And Corporate Development Support Activities [Member]"
}
}
},
"localname": "GeneralAdministrativeAndCorporateDevelopmentSupportActivitiesMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_GoodwillDisclosureAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Goodwill disclosure.",
"label": "Goodwill Disclosure [Abstract]"
}
}
},
"localname": "GoodwillDisclosureAbstract",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"xbrltype": "stringItemType"
},
"zeta_IgnitiononeMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "IgnitionOne .",
"label": "IgnitionOne [Member]"
}
}
},
"localname": "IgnitiononeMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_IncrementalRevolvingCommitmentMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "2023 Incremental revolving commitment.",
"label": "2023 Incremental Revolving Commitment [Member]",
"terseLabel": "2023 Incremental Revolving Commitment [Member]"
}
}
},
"localname": "IncrementalRevolvingCommitmentMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_IntangibleAssetsDisclosureAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Intangible assets disclosure.",
"label": "Intangible Assets Disclosure [Abstract]"
}
}
},
"localname": "IntangibleAssetsDisclosureAbstract",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"xbrltype": "stringItemType"
},
"zeta_KineticDataSolutionsLlcMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Kinetic data solutions, LLC.",
"label": "Kinetic Data Solutions, LLC [Member]"
}
}
},
"localname": "KineticDataSolutionsLlcMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_KineticMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Kinetic [Member].",
"label": "Kinetic [Member]",
"terseLabel": "Kinetic [Member]"
}
}
},
"localname": "KineticMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_LesseeOperatingLeaseLiabilityPaymentsDueYearFourAndThereafter": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Lessee operating lease liability payments due year four and thereafter.",
"label": "Lessee Operating Lease Liability Payments Due Year Four And Thereafter",
"terseLabel": "2027 and thereafter"
}
}
},
"localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFourAndThereafter",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesSummaryOfFutureMinimumPaymentsUnderOperatingLeasesDetails"
],
"xbrltype": "monetaryItemType"
},
"zeta_LineCreditFacilityInitialTermLoanWithdrawnAtClosingDate": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Line credit facility initial term loan withdrawn at closing date.",
"label": "Line Credit Facility Initial Term Loan Withdrawn At Closing Date",
"terseLabel": "Line credit facility initial term loan withdrawn at closing date"
}
}
},
"localname": "LineCreditFacilityInitialTermLoanWithdrawnAtClosingDate",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_LongTermCreditFacility1Member": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Long Term Credit Facility1.",
"label": "Long Term Credit Facility1 [Member]",
"terseLabel": "Credit facility [Member]"
}
}
},
"localname": "LongTermCreditFacility1Member",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "domainItemType"
},
"zeta_MeasurementInputExpectedVolatilityMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Measurement Input Expected Volatility [Member].",
"label": "Measurement Input Expected Volatility [Member]",
"terseLabel": "Expected Volatility [Member]"
}
}
},
"localname": "MeasurementInputExpectedVolatilityMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilitiesSummaryOfFairValueMeasurementsInputsDetail"
],
"xbrltype": "domainItemType"
},
"zeta_NewAccountingPronouncementsNotYetAdoptedPolicyPolicyTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "New accounting pronouncements not yet adopted policy.",
"label": "New Accounting Pronouncements Not Yet Adopted Policy [Policy Text Block]",
"terseLabel": "New accounting pronouncements Not yet adopted"
}
}
},
"localname": "NewAccountingPronouncementsNotYetAdoptedPolicyPolicyTextBlock",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/BasisOfPresentationAndSummaryOfSignificantAccountingPoliciesPolicies"
],
"xbrltype": "textBlockItemType"
},
"zeta_NonCashSettlementOfWarrantsAndDerivativeLiabilities": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Non Cash Settlement Of Warrants And Derivative Liabilities",
"label": "Non Cash Settlement Of Warrants And Derivative Liabilities",
"terseLabel": "Non-cash settlement of warrants and derivative liabilities"
}
}
},
"localname": "NonCashSettlementOfWarrantsAndDerivativeLiabilities",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"zeta_NumberOfRestrictedUnits": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Number of restricted units.",
"label": "Number Of Restricted Units",
"terseLabel": "Number of restricted units"
}
}
},
"localname": "NumberOfRestrictedUnits",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_OptionsExercisedDuringPeriodShares": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Options Exercised During Period Shares.",
"label": "Options Exercised During Period Shares",
"terseLabel": "Options exercised (in shares)"
}
}
},
"localname": "OptionsExercisedDuringPeriodShares",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "sharesItemType"
},
"zeta_OptionsExercisedDuringPeriodValue": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Options Exercised During Period Value.",
"label": "Options Exercised During Period Value",
"terseLabel": "Options exercised"
}
}
},
"localname": "OptionsExercisedDuringPeriodValue",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "monetaryItemType"
},
"zeta_OtherCurrentAndNoncurrentLiabilitiesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Other current and noncurrent liabilities.",
"label": "Other Current And Noncurrent Liabilities [Member]",
"terseLabel": "Other Current And Noncurrent Liabilities [Member]"
}
}
},
"localname": "OtherCurrentAndNoncurrentLiabilitiesMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CommitmentsAndContingenciesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_OtherOfferingCostsAndReimbursements": {
"auth_ref": [],
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Other offering costs and reimbursements.",
"label": "Other Offering Costs And Reimbursements",
"terseLabel": "Other offering costs and reimbursements"
}
}
},
"localname": "OtherOfferingCostsAndReimbursements",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_PaycheckProtectionProgramMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Paycheck Protection Program.",
"label": "Paycheck Protection Program [Member]",
"terseLabel": "Loan under paycheck protection program [Member]",
"verboseLabel": "Paycheck Protection Program [Member]"
}
}
},
"localname": "PaycheckProtectionProgramMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesSummaryOfLongTermBorrowingsDetail"
],
"xbrltype": "domainItemType"
},
"zeta_PaymentsForRepurchaseOfShares": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 3.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities",
"weight": -1.0
}
},
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Payments for repurchase of shares.",
"label": "Payments For Repurchase Of Shares",
"negatedLabel": "Repurchase of shares"
}
}
},
"localname": "PaymentsForRepurchaseOfShares",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"zeta_PaymentsToAcquireBusinessesInCash": {
"auth_ref": [],
"crdr": "credit",
"lang": {
"en-us": {
"role": {
"documentation": "Payments to acquire businesses in cash.",
"label": "Payments To Acquire Businesses In Cash",
"terseLabel": "Payments to acquire businesses in cash"
}
}
},
"localname": "PaymentsToAcquireBusinessesInCash",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "monetaryItemType"
},
"zeta_PerformanceStockUnitsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Performance stock units member.",
"label": "Performance Stock Units [Member]",
"terseLabel": "Performance stock units"
}
}
},
"localname": "PerformanceStockUnitsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ProceedsFromExerciseOfOptions": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 7.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Proceeds from exercise of options.",
"label": "Proceeds From Exercise Of Options",
"terseLabel": "Exercise of options"
}
}
},
"localname": "ProceedsFromExerciseOfOptions",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"zeta_ProvisionForDeferredIncomeTaxes": {
"auth_ref": [],
"calculation": {
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows": {
"order": 4.0,
"parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities",
"weight": 1.0
}
},
"crdr": "debit",
"lang": {
"en-us": {
"role": {
"documentation": "Provision for deferred income taxes.",
"label": "Provision For Deferred income taxes",
"terseLabel": "Deferred income taxes"
}
}
},
"localname": "ProvisionForDeferredIncomeTaxes",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfCashFlows"
],
"xbrltype": "monetaryItemType"
},
"zeta_ReclassificationOfTemporarySharesToPermanentEquity": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Reclassification of temporary shares to permanent equity.",
"label": "Reclassification Of Temporary Shares To Permanent Equity",
"verboseLabel": "Reclassification of temporary to permanent equity"
}
}
},
"localname": "ReclassificationOfTemporarySharesToPermanentEquity",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_RestrictedClassBSharesRepurchasedMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Restricted class B shares repurchased.",
"label": "Restricted Class B Shares Repurchased [Member]"
}
}
},
"localname": "RestrictedClassBSharesRepurchasedMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_RestrictedSeriesACommonStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Restricted Series A common stock.",
"label": "Restricted Series A Common Stock [Member]",
"verboseLabel": "Restricted Series A Common Stock [Member]"
}
}
},
"localname": "RestrictedSeriesACommonStockMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_RestrictedSeriesACommonStockRepurchasedMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Restricted series A common stock repurchased.",
"label": "Restricted Series A Common Stock Repurchased [Member]"
}
}
},
"localname": "RestrictedSeriesACommonStockRepurchasedMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_RestrictedStockAndRestrictedStockUnitsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Restricted stock and Restricted stock units .",
"label": "Restricted stock and Restricted stock units [Member]",
"terseLabel": "Restricted stock and restricted stock units",
"verboseLabel": "Restricted Stock and Restricted Stock Units [Member]"
}
}
},
"localname": "RestrictedStockAndRestrictedStockUnitsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersScheduleOfAntiDilutiveCommonEquivalentSharesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_RestrictedStockAwardsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Restricted stock awards.",
"label": "Restricted Stock Awards [Member]"
}
}
},
"localname": "RestrictedStockAwardsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureSubsequentEventsAdditionalInformationDetails"
],
"xbrltype": "domainItemType"
},
"zeta_ScheduleOfAcquisitionRelatedLiabilitiesLineItems": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of acquisition related liabilities .",
"label": "Schedule of acquisition related liabilities [Line Items]"
}
}
},
"localname": "ScheduleOfAcquisitionRelatedLiabilitiesLineItems",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "stringItemType"
},
"zeta_ScheduleOfAcquisitionRelatedLiabilitiesTable": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of acquisition related liabilities .",
"label": "Schedule of acquisition related liabilities [Table]"
}
}
},
"localname": "ScheduleOfAcquisitionRelatedLiabilitiesTable",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail"
],
"xbrltype": "stringItemType"
},
"zeta_ScheduleOfAcquisitionRelatedLiabilitiesTableTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Schedule of acquisition related liabilities .",
"label": "Schedule of acquisition related liabilities [Table Text Block]",
"terseLabel": "Schedule of Acquisition Related Liabilities"
}
}
},
"localname": "ScheduleOfAcquisitionRelatedLiabilitiesTableTextBlock",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesTables"
],
"xbrltype": "textBlockItemType"
},
"zeta_SeriesACommonStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Series A common stock.",
"label": "Series A Common Stock [Member]",
"terseLabel": "Series A Common Stock [Member]"
}
}
},
"localname": "SeriesACommonStockMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureStockholdersEquityAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_SeriesARedeemableConvertiblePreferredSharesMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Series A redeemable convertible preferred shares [Member]",
"label": "Series A redeemable convertible preferred shares [Member]"
}
}
},
"localname": "SeriesARedeemableConvertiblePreferredSharesMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"zeta_SeriesBCommonStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Series B common stock.",
"label": "Series B Common Stock [Member]",
"terseLabel": "Series B common stock [Member]",
"verboseLabel": "Series B Common Stock [Member]"
}
}
},
"localname": "SeriesBCommonStockMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesIssued": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Share Based Compensation Arrangement by Share Based Payment Award Number of Shares Issued",
"label": "Share Based Compensation Arrangement by Share Based Payment Award Number of Shares Issued",
"terseLabel": "Share-based payment award, number of shares issued"
}
}
},
"localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesIssued",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_ShareBasedCompensationPerformanceSharesAwardValuationAssumptionsTableTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Share Based Compensation Performance Shares Award Valuation Assumptions [Table Text Block]",
"label": "Share Based Compensation Performance Shares Award Valuation Assumptions [Table Text Block]",
"terseLabel": "Share Based Compensation Performance Shares Award Valuation Assumptions"
}
}
},
"localname": "ShareBasedCompensationPerformanceSharesAwardValuationAssumptionsTableTextBlock",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "textBlockItemType"
},
"zeta_SharesVested": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Shares vested.",
"label": "Shares Vested"
}
}
},
"localname": "SharesVested",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_SizmekMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Sizmek .",
"label": "Sizmek [Member]"
}
}
},
"localname": "SizmekMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_SmallBusinessAdministrationMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Small business administration.",
"label": "Small Business Administration [Member]",
"terseLabel": "Small Business Administration [Member]"
}
}
},
"localname": "SmallBusinessAdministrationMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_StockIssuedDuringPeriodSharesRestrictedStockAwardVesting": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Stock issued during period shares restricted stock award vesting.",
"label": "Stock Issued During Period Shares Restricted Stock Award Vesting",
"terseLabel": "Restricted stock units vesting (in shares)"
}
}
},
"localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardVesting",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquity1"
],
"xbrltype": "sharesItemType"
},
"zeta_StockOptionsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Stock Options.",
"label": "Stock Options Member",
"terseLabel": "Stock Options [Member]"
}
}
},
"localname": "StockOptionsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationTables"
],
"xbrltype": "domainItemType"
},
"zeta_SummaryOfRightOfUseAssetAndLeaseLiabilityTableTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Summary of right of use asset and lease liability.",
"label": "Summary of Right Of Use Asset And Lease Liability [Table Text Block]",
"terseLabel": "Summary of Right-of-Use Asset and Lease Liabilities"
}
}
},
"localname": "SummaryOfRightOfUseAssetAndLeaseLiabilityTableTextBlock",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/DisclosureLeasesTables"
],
"xbrltype": "textBlockItemType"
},
"zeta_TaxWithholdingRepurchaseMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Tax Withholding Repurchase .",
"label": "Tax Withholding Repurchase [Member]",
"terseLabel": "Tax Withholding Repurchase [Member]"
}
}
},
"localname": "TaxWithholdingRepurchaseMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/OrganizationAndBackgroundAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_TermFacilityMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Term facility.",
"label": "Term Facility [Member]",
"terseLabel": "Term Facility [Member]"
}
}
},
"localname": "TermFacilityMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_TotalLeverageRatio": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Total leverage ratio.",
"label": "Total Leverage Ratio",
"terseLabel": "Total leverage ratio"
}
}
},
"localname": "TotalLeverageRatio",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CreditFacilitiesAdditionalInformationDetail"
],
"xbrltype": "pureItemType"
},
"zeta_UnvestedClassARestrictedStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Unvested Class A Restricted Stock [Member]",
"label": "Unvested Class A Restricted Stock",
"terseLabel": "Unvested Class A Restricted Stock [Member]"
}
}
},
"localname": "UnvestedClassARestrictedStockMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"zeta_UnvestedClassBRestrictedStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Unvested Class B restricted stock.",
"label": "Unvested Class B Restricted Stock",
"terseLabel": "Unvested Class B Restricted Stock [Member]"
}
}
},
"localname": "UnvestedClassBRestrictedStockMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StatementCondensedUnauditedConsolidatedStatementsOfStockholdersEquityParenthetical",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"zeta_UnvestedRestrictedStockAndRestrictedStockUnitsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "unvested restricted stock and restricted stock units .",
"label": "unvested restricted stock and restricted stock units [Member]",
"terseLabel": "Unvested Restricted Stock And Restricted Stock Units [Member]"
}
}
},
"localname": "UnvestedRestrictedStockAndRestrictedStockUnitsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_UnvestedRestrictedStockAndStockUnits": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Unvested Restricted Stock And Stock Units.",
"label": "Unvested Restricted Stock And Stock Units",
"terseLabel": "Unvested restricted stock and stock units"
}
}
},
"localname": "UnvestedRestrictedStockAndStockUnits",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationAdditionalInformationDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_UnvestedRestrictedStockMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Unvested Restricted Stock [Member].",
"label": "Unvested Restricted Stock [Member]",
"terseLabel": "Unvested restricted stock [Member]"
}
}
},
"localname": "UnvestedRestrictedStockMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/StockBasedCompensationSummaryOfTheActivityOfRestrictedStockAndRestrictedStockUnitsGrantedByTheCompanyParentheticalDetail"
],
"xbrltype": "domainItemType"
},
"zeta_UnvestedRestrictedStockRestrictedStockUnitsAndPerformanceStockUnitsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Unvested restricted stock restricted stock units and performance stock units.",
"label": "Unvested Restricted Stock Restricted Stock Units And Performance Stock Units [Member]",
"terseLabel": "Unvested Restricted Stock, Restricted Stock Units And Performance Stock Units [Member]"
}
}
},
"localname": "UnvestedRestrictedStockRestrictedStockUnitsAndPerformanceStockUnitsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_VitalDigitalCorpMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Vital digital, corp.",
"label": "Vital Digital, Corp [Member]"
}
}
},
"localname": "VitalDigitalCorpMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_WarrantLiabilityMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Warrant Liability [Member].",
"label": "Warrant Liability [Member]",
"verboseLabel": "Warrant Liability [Member]"
}
}
},
"localname": "WarrantLiabilityMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/FairValueDisclosuresSummaryOfReconciliationsOfChangesInTheFairValueOfTheLiabilitiesDetail"
],
"xbrltype": "domainItemType"
},
"zeta_WarrantsAndDerivativeLiabilitiesTextBlock": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Warrants and derivative liabilities [Text Block].",
"label": "Warrants And Derivative Liabilities [Text Block]",
"terseLabel": "Warrants and Derivative Liabilities"
}
}
},
"localname": "WarrantsAndDerivativeLiabilitiesTextBlock",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/WarrantsAndDerivativeLiabilities"
],
"xbrltype": "textBlockItemType"
},
"zeta_WebsitesTrafficMonetizationAgreementMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Websites Traffic Monetization Agreement [Member].",
"label": "Websites Traffic Monetization Agreement [Member]",
"terseLabel": "Websites Traffic Monetization Agreement [Member]"
}
}
},
"localname": "WebsitesTrafficMonetizationAgreementMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_WeightedAverageNumberOfCommonShareOutstandingBasicAndDiluted": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average number of common share outstanding basic and diluted.",
"label": "Weighted Average Number Of Common Share Outstanding Basic And Diluted",
"terseLabel": "Denominator for Basic and Dilutive Loss per share-Weighted-average Common Stock"
}
}
},
"localname": "WeightedAverageNumberOfCommonShareOutstandingBasicAndDiluted",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/NetLossPerShareAttributableToCommonStockholdersSummaryOfBasicAndDilutedNetLossPerShareDetail"
],
"xbrltype": "sharesItemType"
},
"zeta_WeightedAverageNumberOfSharesUsedToComputeNetLossPerShareAbstract": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Weighted average number of shares used to compute net loss per share.",
"label": "Weighted Average Number Of Shares Used To Compute Net Loss Per Share [Abstract]",
"terseLabel": "Weighted average number of shares used to compute net loss per share"
}
}
},
"localname": "WeightedAverageNumberOfSharesUsedToComputeNetLossPerShareAbstract",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/CondensedUnauditedConsolidatedStatementsOfOperationsAndComprehensiveLoss"
],
"xbrltype": "stringItemType"
},
"zeta_WhatcountsIncAndAppliedInformationGroupIncMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Whatcounts, Inc. and applied information group, Inc.",
"label": "Whatcounts, Inc. and Applied Information Group, Inc. [Member]",
"terseLabel": "Whatcounts, Inc. and Applied Information Group, Inc."
}
}
},
"localname": "WhatcountsIncAndAppliedInformationGroupIncMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_WhatcountsIncMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Whatcounts Inc.",
"label": "WhatCounts Inc [Member]"
}
}
},
"localname": "WhatcountsIncMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
},
"zeta_WhatcountsMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "WhatCounts [member]",
"label": "WhatCounts [Member]",
"terseLabel": "WhatCounts [Member]"
}
}
},
"localname": "WhatcountsMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/AcquisitionRelatedLiabilitiesScheduleOfAcquisitionRelatedLiabilitiesDetail",
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/GoodwillSummaryOfGoodwillDetail"
],
"xbrltype": "domainItemType"
},
"zeta_ZetakineticDataSolutionsLlcMember": {
"auth_ref": [],
"lang": {
"en-us": {
"role": {
"documentation": "Zetakinetic Data Solutions Llc.",
"label": "Zetakinetic Data Solutions Llc [Member]",
"terseLabel": "ZETAKinetic Data Solutions Llc [Member]"
}
}
},
"localname": "ZetakineticDataSolutionsLlcMember",
"nsuri": "http://www.zetaglobalholdingscorp.com/20230331",
"presentation": [
"http://www.zetaglobalholdingscorp.com/20230331/taxonomy/role/RelatedPartyTransactionsAdditionalInformationDetail"
],
"xbrltype": "domainItemType"
}
},
"unitCount": 6
}
},
"std_ref": {
"r0": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 201.5-02(24))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r1": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 201.5-02(25))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r10": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(30)(a)(3))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r100": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r101": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r102": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r103": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(h)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r104": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r105": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB Topic 14.F)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r106": {
"Name": "Accounting Standards Codification",
"Paragraph": "12",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11149-113907",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r107": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11178-113907",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r108": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "730",
"URI": "https://asc.fasb.org/extlink&oid=6420194&loc=d3e21568-108373",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r109": {
"Name": "Accounting Standards Codification",
"Paragraph": "23",
"Publisher": "FASB",
"Section": "25",
"SubTopic": "10",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=123586518&loc=d3e1043-128460",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r11": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(30))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r110": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r111": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r112": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(g)(1)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r113": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r114": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r115": {
"Name": "Accounting Standards Codification",
"Paragraph": "37",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=123455525&loc=d3e2207-128464",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r116": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r117": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(1)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4845-128472",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r118": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=123410050&loc=d3e5263-128473",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r119": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=123410050&loc=d3e5333-128473",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r12": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(31))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r120": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "30",
"SubTopic": "30",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=126966197&loc=d3e6578-128477",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r121": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "30",
"SubTopic": "30",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=126966197&loc=d3e6613-128477",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r122": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(b)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r123": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(b)(4)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r124": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "805",
"URI": "https://asc.fasb.org/topic&trid=2303972",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r125": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r126": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c),(3)",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r127": {
"Name": "Accounting Standards Codification",
"Paragraph": "4A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r128": {
"Name": "Accounting Standards Codification",
"Paragraph": "4B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a),(c)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r129": {
"Name": "Accounting Standards Codification",
"Paragraph": "4B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r13": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(32))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r130": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r131": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(bbb)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r132": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r133": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r134": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r135": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13531-108611",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r136": {
"Name": "Accounting Standards Codification",
"Paragraph": "21",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13537-108611",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r137": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "230",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r138": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Topic": "835",
"URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r139": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Topic": "835",
"URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r14": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.19(a))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r140": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r141": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r142": {
"Name": "Accounting Standards Codification",
"Paragraph": "4D",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=SL51823488-111719",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r143": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "25",
"SubTopic": "20",
"Topic": "940",
"URI": "https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r144": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.9-03(11))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r145": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.9-03(13))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r146": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.9-03(16))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r147": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.9-03(23))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r148": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.9-03.15(3),(4))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r149": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.9-03.17)",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r15": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.19(b),22(b))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r150": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.9-04(15))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r151": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.9-04(22))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r152": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.9-04.9)",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r153": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "825",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126941378&loc=d3e61044-112788",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r154": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03(16))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r155": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03(a)(12))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r156": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03(a)(16))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r157": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03(a)(23)(a)(4))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r158": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03(a)(25))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r159": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03(a)(8))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r16": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.19)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r160": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03.(a),19)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r161": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03.17)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r162": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.7-04(18))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r163": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.7-04(8))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r164": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "985",
"URI": "https://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r165": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(n)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef"
},
"r166": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "25",
"SubTopic": "20",
"Topic": "840",
"URI": "https://asc.fasb.org/extlink&oid=123415192&loc=d3e39896-112707",
"role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef"
},
"r167": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "105",
"URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r168": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "105",
"URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r169": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "105",
"URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r17": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.19-26)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r170": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "105",
"URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r171": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "105",
"URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r172": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "205",
"URI": "https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r173": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r174": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6904-107765",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r175": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(1))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r176": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(15))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r177": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(16))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r178": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(17))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r179": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(18))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r18": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.20)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r180": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(22))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r181": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(27)(b))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r182": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(28))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r183": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(29))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r184": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(30)(a)(4))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r185": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(4))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r186": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(7))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r187": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(8))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r188": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(9))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r189": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.22(a)(2))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r19": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.21)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r190": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r191": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r192": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r193": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r194": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r195": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r196": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r197": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r198": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(210.5-03(11))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r199": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03(24))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r2": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 201.5-02(26))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r20": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.22(a)(1))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r200": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03(25))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r201": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03(5))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r202": {
"Name": "Accounting Standards Codification",
"Paragraph": "17",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3367-108585",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r203": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r204": {
"Name": "Accounting Standards Codification",
"Paragraph": "24",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r205": {
"Name": "Accounting Standards Codification",
"Paragraph": "25",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r206": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r207": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(e)(1))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r208": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(g)(1)(ii))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r209": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(h)(2))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r21": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.22)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r210": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(h))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r211": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.12-04(a))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r212": {
"Name": "Accounting Standards Codification",
"Paragraph": "23",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r213": {
"Name": "Accounting Standards Codification",
"Paragraph": "24",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r214": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r215": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r216": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)(2)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r217": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)(3)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r218": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)(4)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r219": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r22": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.24)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r220": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r221": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r222": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r223": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r224": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r225": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r226": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r227": {
"Name": "Accounting Standards Codification",
"Paragraph": "9",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r228": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=122038215&loc=d3e31010-122693",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r229": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB Topic 11.M.Q2)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r23": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.25)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r230": {
"Name": "Accounting Standards Codification",
"Paragraph": "10",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r231": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r232": {
"Name": "Accounting Standards Codification",
"Paragraph": "16",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1505-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r233": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r234": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r235": {
"Name": "Accounting Standards Codification",
"Paragraph": "60B",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r236": {
"Name": "Accounting Standards Codification",
"Paragraph": "60B",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r237": {
"Name": "Accounting Standards Codification",
"Paragraph": "60B",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r238": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r239": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r24": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02.29-31)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r240": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r241": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r242": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r243": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r244": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "260",
"URI": "https://asc.fasb.org/topic&trid=2144383",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r245": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "272",
"URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r246": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "272",
"URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r247": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "272",
"URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r248": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "275",
"URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r249": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "275",
"URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r25": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226000-175313",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r250": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "275",
"URI": "https://asc.fasb.org/topic&trid=2134479",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r251": {
"Name": "Accounting Standards Codification",
"Paragraph": "22",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r252": {
"Name": "Accounting Standards Codification",
"Paragraph": "22",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r253": {
"Name": "Accounting Standards Codification",
"Paragraph": "22",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r254": {
"Name": "Accounting Standards Codification",
"Paragraph": "22",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(h)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r255": {
"Name": "Accounting Standards Codification",
"Paragraph": "22",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r256": {
"Name": "Accounting Standards Codification",
"Paragraph": "29",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r257": {
"Name": "Accounting Standards Codification",
"Paragraph": "29",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r258": {
"Name": "Accounting Standards Codification",
"Paragraph": "29",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r259": {
"Name": "Accounting Standards Codification",
"Paragraph": "29",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r26": {
"Name": "Accounting Standards Codification",
"Paragraph": "10A",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r260": {
"Name": "Accounting Standards Codification",
"Paragraph": "29",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r261": {
"Name": "Accounting Standards Codification",
"Paragraph": "29",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r262": {
"Name": "Accounting Standards Codification",
"Paragraph": "30",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r263": {
"Name": "Accounting Standards Codification",
"Paragraph": "30",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r264": {
"Name": "Accounting Standards Codification",
"Paragraph": "30",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r265": {
"Name": "Accounting Standards Codification",
"Paragraph": "30",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r266": {
"Name": "Accounting Standards Codification",
"Paragraph": "31",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r267": {
"Name": "Accounting Standards Codification",
"Paragraph": "32",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r268": {
"Name": "Accounting Standards Codification",
"Paragraph": "32",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r269": {
"Name": "Accounting Standards Codification",
"Paragraph": "32",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r27": {
"Name": "Accounting Standards Codification",
"Paragraph": "10A",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669646-108580",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r270": {
"Name": "Accounting Standards Codification",
"Paragraph": "32",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r271": {
"Name": "Accounting Standards Codification",
"Paragraph": "32",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r272": {
"Name": "Accounting Standards Codification",
"Paragraph": "40",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r273": {
"Name": "Accounting Standards Codification",
"Paragraph": "41",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r274": {
"Name": "Accounting Standards Codification",
"Paragraph": "41",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r275": {
"Name": "Accounting Standards Codification",
"Paragraph": "42",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r276": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r277": {
"Name": "Accounting Standards Codification",
"Paragraph": "9",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r278": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r279": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r28": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e637-108580",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r280": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r281": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(d)(1)",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r282": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "320",
"URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r283": {
"Name": "Accounting Standards Codification",
"Paragraph": "5A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "320",
"URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r284": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "323",
"URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r285": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL82887624-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r286": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL120254519-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r287": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL120320025-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r288": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL120320025-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r289": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r29": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e681-108580",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r290": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r291": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r292": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r293": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(e)(1)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r294": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(e)(3)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r295": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(e)(4)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r296": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "20",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r297": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r298": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r299": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r3": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(19))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r30": {
"Name": "Accounting Standards Codification",
"Paragraph": "14A",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669686-108580",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r300": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r301": {
"Name": "Accounting Standards Codification",
"Paragraph": "16",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r302": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r303": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r304": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r305": {
"Name": "Accounting Standards Codification",
"Paragraph": "9",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r306": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "05",
"SubTopic": "10",
"Topic": "340",
"URI": "https://asc.fasb.org/extlink&oid=126905020&loc=d3e5879-108316",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r307": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "340",
"URI": "https://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r308": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "20",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=99380562&loc=d3e13770-109266",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r309": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r31": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126968391&loc=d3e557-108580",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r310": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r311": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r312": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r313": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(e)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r314": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(f)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r315": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(g)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r316": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(h)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r317": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r318": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r319": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r32": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03(1))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r320": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r321": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"SubTopic": "20",
"Topic": "350",
"URI": "https://asc.fasb.org/subtopic&trid=2144439",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r322": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r323": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(d)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r324": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)(1)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r325": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(d)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r326": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"SubTopic": "30",
"Topic": "350",
"URI": "https://asc.fasb.org/subtopic&trid=2144471",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r327": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "360",
"URI": "https://asc.fasb.org/extlink&oid=109226691&loc=d3e2941-110230",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r328": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "420",
"URI": "https://asc.fasb.org/extlink&oid=6394359&loc=d3e17939-110869",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r329": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB Topic 5.P.3)",
"Topic": "420",
"URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140864-122747",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r33": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03(10))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r330": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB Topic 5.P.4(b)(1))",
"Topic": "420",
"URI": "https://asc.fasb.org/extlink&oid=115931487&loc=d3e140904-122747",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r331": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "440",
"URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r332": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "440",
"URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r333": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "450",
"URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r334": {
"Name": "Accounting Standards Codification",
"Paragraph": "9",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "450",
"URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r335": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "20",
"Subparagraph": "(SAB Topic 5.Y.Q2)",
"Topic": "450",
"URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r336": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "20",
"Subparagraph": "(SAB Topic 5.Y.Q4)",
"Topic": "450",
"URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r337": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-01(a)(4)(i))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r338": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r339": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r34": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03(20))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r340": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-01(a)(4)(iv))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r341": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-01(a)(5))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r342": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(4)(i))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r343": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(4)(iii)(A)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r344": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r345": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(4)(iii)(B)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r346": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r347": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r348": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(4)(iv))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r349": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-02(a)(5))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r35": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03(4))",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r350": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r351": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r352": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r353": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(e)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r354": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(f)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r355": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(h)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r356": {
"Name": "Accounting Standards Codification",
"Paragraph": "1D",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r357": {
"Name": "Accounting Standards Codification",
"Paragraph": "1D",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r358": {
"Name": "Accounting Standards Codification",
"Paragraph": "1D",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r359": {
"Name": "Accounting Standards Codification",
"Paragraph": "1E",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r36": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03.1)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r360": {
"Name": "Accounting Standards Codification",
"Paragraph": "1E",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r361": {
"Name": "Accounting Standards Codification",
"Paragraph": "1E",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r362": {
"Name": "Accounting Standards Codification",
"Paragraph": "1F",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r363": {
"Name": "Accounting Standards Codification",
"Paragraph": "1F",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r364": {
"Name": "Accounting Standards Codification",
"Paragraph": "1F",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(1)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r365": {
"Name": "Accounting Standards Codification",
"Paragraph": "1F",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(2)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r366": {
"Name": "Accounting Standards Codification",
"Paragraph": "1I",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r367": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(1)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r368": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(3)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r369": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r37": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03.2)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r370": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r371": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r372": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(g)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r373": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(h)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r374": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(i)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r375": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r376": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r377": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r378": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r379": {
"Name": "Accounting Standards Codification",
"Paragraph": "16",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r38": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03.4)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r380": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r381": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r382": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r383": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r384": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r385": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r386": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.3-04)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r387": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130531-203044",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r388": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126919976&loc=SL49130533-203044",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r389": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r39": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-03.9)",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r390": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)(1)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130556-203045",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r391": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130543-203045",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r392": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r393": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r394": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130549-203045",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r395": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(i)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r396": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(iv)(01)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r397": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(iv)(02)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r398": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(iv)(02)(A)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r399": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(iv)(02)(B)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r4": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(20))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r40": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r400": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(iv)(02)(C)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r401": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(iv)(03)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r402": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(n)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r403": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "80",
"Subparagraph": "(d)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r404": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "80",
"Subparagraph": "(f)(3)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r405": {
"Name": "Accounting Standards Codification",
"Paragraph": "1D",
"Publisher": "FASB",
"Section": "35",
"SubTopic": "10",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=126961718&loc=SL116886442-113899",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r406": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "35",
"SubTopic": "10",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4534-113899",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r407": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "35",
"SubTopic": "10",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4549-113899",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r408": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r409": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r41": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r410": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r411": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(3)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r412": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r413": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(ii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r414": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r415": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r416": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(01)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r417": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(02)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r418": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(03)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r419": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(04)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r42": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r420": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r421": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(ii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r422": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r423": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)(01)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r424": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)(02)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r425": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)(03)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r426": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r427": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r428": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r429": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r43": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r430": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r431": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(ii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r432": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(iii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r433": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(iv)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r434": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(v)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r435": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(h)(1)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r436": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(h)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r437": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(h)(2)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r438": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r439": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(l)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r44": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r440": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r441": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(f)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r442": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(f)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r443": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "718",
"URI": "https://asc.fasb.org/topic&trid=2228938",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r444": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31917-109318",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r445": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r446": {
"Name": "Accounting Standards Codification",
"Paragraph": "10",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r447": {
"Name": "Accounting Standards Codification",
"Paragraph": "12",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r448": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r449": {
"Name": "Accounting Standards Codification",
"Paragraph": "17",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r45": {
"Name": "Accounting Standards Codification",
"Paragraph": "24",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r450": {
"Name": "Accounting Standards Codification",
"Paragraph": "21",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r451": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r452": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r453": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(d)(2)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r454": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(d)(3)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r455": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(e)(3)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r456": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB TOPIC 6.I.5.Q1)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r457": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB TOPIC 6.I.7)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r458": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB Topic 11.C)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r459": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r46": {
"Name": "Accounting Standards Codification",
"Paragraph": "25",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r460": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "270",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r461": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)",
"Topic": "740",
"URI": "https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r462": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "740",
"URI": "https://asc.fasb.org/topic&trid=2144680",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r463": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r464": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r465": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=128092918&loc=SL128093175-196984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r466": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=128092918&loc=SL128093175-196984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r467": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(d)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=128092918&loc=SL128093175-196984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r468": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(b)(1)",
"Topic": "805",
"URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r469": {
"Name": "Accounting Standards Codification",
"Paragraph": "19",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r47": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r470": {
"Name": "Accounting Standards Codification",
"Paragraph": "25",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r471": {
"Name": "Accounting Standards Codification",
"Paragraph": "25",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r472": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(1)",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r473": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r474": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(bb)",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r475": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r476": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=121483254&loc=SL120254523-199619",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r477": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "40",
"Subparagraph": "(f)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126731327&loc=d3e90205-114008",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r478": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "40",
"Subparagraph": "(a)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r479": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(a)(1)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r48": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r480": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(a)(2)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r481": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(a)(3)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r482": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(b)(1)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r483": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(b)(2)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r484": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(c)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r485": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(d)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r486": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(e)(2)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r487": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(e)(3)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r488": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(e)(4)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r489": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(f)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r49": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r490": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(a)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r491": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r492": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r493": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(bbb)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r494": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(bbb)(1)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r495": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(bbb)(2)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r496": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r497": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r498": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r499": {
"Name": "Accounting Standards Codification",
"Paragraph": "6A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r5": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(22))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r50": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3044-108585",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r500": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r501": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL120254526-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r502": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL120254526-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r503": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL120254526-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r504": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r505": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r506": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(c)(1)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r507": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(c)(2)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r508": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL122642865-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r509": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=126983955&loc=SL122642865-165497",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r51": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r510": {
"Name": "Accounting Standards Codification",
"Paragraph": "17",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r511": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Subparagraph": "(a)",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r512": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Subparagraph": "(b)",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r513": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Subparagraph": "(c)",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r514": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Subparagraph": "(d)",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r515": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r516": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r517": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "832",
"URI": "https://asc.fasb.org/extlink&oid=128342835&loc=SL128342857-244232",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r518": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "832",
"URI": "https://asc.fasb.org/extlink&oid=128342835&loc=SL128342857-244232",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r519": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "835",
"URI": "https://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r52": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4304-108586",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r520": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Topic": "835",
"URI": "https://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r521": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL120154346-209984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r522": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r523": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r524": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r525": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(d)(1)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r526": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r527": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r528": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "20",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918631-209977",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r529": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918666-209980",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r53": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4313-108586",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r530": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r531": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"SubTopic": "20",
"Topic": "842",
"URI": "https://asc.fasb.org/subtopic&trid=77888251",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r532": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "848",
"URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL122150809-237846",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r533": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "848",
"URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r534": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)(1)",
"Topic": "848",
"URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r535": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)(2)",
"Topic": "848",
"URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r536": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)(3)(iii)(01)",
"Topic": "848",
"URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r537": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "10",
"Subparagraph": "(a)(3)(iii)(03)",
"Topic": "848",
"URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r538": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r539": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r54": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4332-108586",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r540": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r541": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r542": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r543": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "850",
"URI": "https://asc.fasb.org/topic&trid=2122745",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r544": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "855",
"URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r545": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "855",
"URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r546": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "855",
"URI": "https://asc.fasb.org/topic&trid=2122774",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r547": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(2)(i)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r548": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(2)(ii)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r549": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r55": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r550": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(bb)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r551": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(bb)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r552": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(bb)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r553": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r554": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r555": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r556": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r557": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r558": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r559": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r56": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "235",
"URI": "https://asc.fasb.org/topic&trid=2122369",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r560": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r561": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r562": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r563": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r564": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r565": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(4)(i)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r566": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r567": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r568": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r569": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(4)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r57": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r570": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(5)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r571": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(6)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r572": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(a)(7)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r573": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(b)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r574": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(e)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r575": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(e)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r576": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "50",
"Subparagraph": "(e)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r577": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "910",
"URI": "https://asc.fasb.org/extlink&oid=126937589&loc=SL119991595-234733",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r578": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB Topic 11.L)",
"Topic": "924",
"URI": "https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r579": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "926",
"URI": "https://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r58": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r580": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "926",
"URI": "https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r581": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "926",
"URI": "https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r582": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "926",
"URI": "https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r583": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "340",
"Topic": "928",
"URI": "https://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r584": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(a)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r585": {
"Name": "Accounting Standards Codification",
"Paragraph": "15",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(b)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r586": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(a)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r587": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(b)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r588": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(a)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r589": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(b)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r59": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r590": {
"Name": "Accounting Standards Codification",
"Paragraph": "33",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(a)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r591": {
"Name": "Accounting Standards Codification",
"Paragraph": "33",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(b)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r592": {
"Name": "Accounting Standards Codification",
"Paragraph": "35A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(a)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r593": {
"Name": "Accounting Standards Codification",
"Paragraph": "35A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(b)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r594": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(c)(1)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r595": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "235",
"Subparagraph": "(c)(2)",
"Topic": "932",
"URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r596": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.9-03(10)(1))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r597": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.9-04(26))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r598": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.9-04(27))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r599": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "235",
"Subparagraph": "(SX 210.9-05(b)(2))",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r6": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(23))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r60": {
"Name": "Accounting Standards Codification",
"Paragraph": "52",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r600": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "360",
"Topic": "942",
"URI": "https://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r601": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "210",
"Subparagraph": "(SX 210.7-03(a)(23)(a)(3))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r602": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.7-04(22))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r603": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.7-04(23))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r604": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "220",
"Subparagraph": "(SX 210.7-04(9))",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r605": {
"Name": "Accounting Standards Codification",
"Paragraph": "7A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "40",
"Subparagraph": "(d)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r606": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(a)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r607": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(b)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r608": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(e)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r609": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(f)(1)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r61": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "275",
"URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r610": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(f)(2)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r611": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(g)(1)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r612": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(g)(2)(i)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r613": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(g)(2)(ii)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r614": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(g)(2)(iii)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r615": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(g)(2)(iv)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r616": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(h)(1)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r617": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(h)(2)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r618": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "825",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r619": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "310",
"Subparagraph": "(SX 210.12-29(Footnote 4))",
"Topic": "948",
"URI": "https://asc.fasb.org/extlink&oid=120402547&loc=d3e617274-123014",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r62": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "275",
"URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r620": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "310",
"Topic": "954",
"URI": "https://asc.fasb.org/extlink&oid=126942805&loc=d3e3115-115594",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r621": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "440",
"Subparagraph": "(a)",
"Topic": "954",
"URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r622": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column B))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r623": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column C))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r624": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column D))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r625": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column E))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r626": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column F))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r627": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column G))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r628": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column H))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r629": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Column I))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r63": {
"Name": "Accounting Standards Codification",
"Paragraph": "20",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "275",
"URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6404-108592",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r630": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "360",
"Subparagraph": "(SX 210.12-28(Footnote 2))",
"Topic": "970",
"URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r631": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "310",
"Subparagraph": "(c)",
"Topic": "976",
"URI": "https://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r632": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "310",
"Subparagraph": "(b)",
"Topic": "978",
"URI": "https://asc.fasb.org/extlink&oid=126945304&loc=d3e27327-108691",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r633": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "985",
"URI": "https://asc.fasb.org/extlink&oid=6501960&loc=d3e128462-111756",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r634": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(a)",
"Publisher": "SEC",
"Section": "1402",
"role": "http://www.xbrl.org/2003/role/disclosureRef"
},
"r635": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r636": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(g)",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r637": {
"Name": "Accounting Standards Codification",
"Paragraph": "22",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r638": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r639": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r64": {
"Name": "Accounting Standards Codification",
"Paragraph": "41",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r640": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r641": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r642": {
"Name": "Accounting Standards Codification",
"Paragraph": "52",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r643": {
"Name": "Accounting Standards Codification",
"Paragraph": "30",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r644": {
"Name": "Accounting Standards Codification",
"Paragraph": "31",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r645": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "30",
"Topic": "326",
"URI": "https://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r646": {
"Name": "Accounting Standards Codification",
"Paragraph": "24",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=122137925&loc=d3e14258-109268",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r647": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r648": {
"Name": "Accounting Standards Codification",
"Paragraph": "69B",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r649": {
"Name": "Accounting Standards Codification",
"Paragraph": "69C",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r65": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SAB Topic 4.E)",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r650": {
"Name": "Accounting Standards Codification",
"Paragraph": "69E",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r651": {
"Name": "Accounting Standards Codification",
"Paragraph": "69F",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r652": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r653": {
"Name": "Accounting Standards Codification",
"Paragraph": "91",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r654": {
"Name": "Accounting Standards Codification",
"Paragraph": "91",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r655": {
"Name": "Accounting Standards Codification",
"Paragraph": "91",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r656": {
"Name": "Accounting Standards Codification",
"Paragraph": "91",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r657": {
"Name": "Accounting Standards Codification",
"Paragraph": "91",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Subparagraph": "(e)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r658": {
"Name": "Accounting Standards Codification",
"Paragraph": "91",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Subparagraph": "(f)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r659": {
"Name": "Accounting Standards Codification",
"Paragraph": "91",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Subparagraph": "(g)",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920602&loc=SL49130690-203046-203046",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r66": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=6388964&loc=d3e16212-109274",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r660": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(ii)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r661": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)(iv)(01)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r662": {
"Name": "Accounting Standards Codification",
"Paragraph": "17",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "20",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r663": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "80",
"Subparagraph": "(a)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r664": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "80",
"Subparagraph": "(a)",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r665": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "80",
"Topic": "715",
"URI": "https://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r666": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r667": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r668": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(3)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r669": {
"Name": "Accounting Standards Codification",
"Paragraph": "4J",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r67": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "30",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=6388964&loc=d3e16225-109274",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r670": {
"Name": "Accounting Standards Codification",
"Paragraph": "4K",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Topic": "810",
"URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r671": {
"Name": "Accounting Standards Codification",
"Paragraph": "10",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "10",
"Topic": "852",
"URI": "https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r672": {
"Name": "Accounting Standards Codification",
"Paragraph": "13H",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "40",
"Subparagraph": "(b)",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117783719-158441",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r673": {
"Name": "Accounting Standards Codification",
"Paragraph": "29F",
"Publisher": "FASB",
"Section": "55",
"SubTopic": "40",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117819544-158441",
"role": "http://www.xbrl.org/2003/role/exampleRef"
},
"r674": {
"Name": "Exchange Act",
"Number": "240",
"Publisher": "SEC",
"Section": "12",
"Subsection": "b",
"role": "http://www.xbrl.org/2003/role/presentationRef"
},
"r675": {
"Name": "Exchange Act",
"Number": "240",
"Publisher": "SEC",
"Section": "12",
"Subsection": "b-2",
"role": "http://www.xbrl.org/2003/role/presentationRef"
},
"r676": {
"Name": "Exchange Act",
"Number": "240",
"Publisher": "SEC",
"Section": "12",
"Subsection": "d1-1",
"role": "http://www.xbrl.org/2003/role/presentationRef"
},
"r677": {
"Name": "Form 10-Q",
"Number": "240",
"Publisher": "SEC",
"Section": "308",
"Subsection": "a",
"role": "http://www.xbrl.org/2003/role/presentationRef"
},
"r678": {
"Name": "Forms 10-K, 10-Q, 20-F",
"Number": "240",
"Publisher": "SEC",
"Section": "13",
"Subsection": "a-1",
"role": "http://www.xbrl.org/2003/role/presentationRef"
},
"r679": {
"Name": "Regulation S-T",
"Number": "232",
"Publisher": "SEC",
"Section": "405",
"role": "http://www.xbrl.org/2003/role/presentationRef"
},
"r68": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r680": {
"Name": "Securities Act",
"Number": "7A",
"Publisher": "SEC",
"Section": "B",
"Subsection": "2",
"role": "http://www.xbrl.org/2003/role/presentationRef"
},
"r681": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "272",
"URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054",
"role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef"
},
"r682": {
"Name": "Accounting Standards Codification",
"Paragraph": "10",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "450",
"URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349",
"role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef"
},
"r683": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "855",
"URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314020-165662",
"role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef"
},
"r684": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(20))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r685": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r686": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r687": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "220",
"URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r688": {
"Name": "Accounting Standards Codification",
"Paragraph": "14",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r689": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "230",
"URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r69": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "((a)(1),(b))",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r690": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(d))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r691": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(f))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r692": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(g)(1)(ii))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r693": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.4-08(k)(1))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r694": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.12-04(a))",
"Topic": "235",
"URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r695": {
"Name": "Accounting Standards Codification",
"Paragraph": "23",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r696": {
"Name": "Accounting Standards Codification",
"Paragraph": "24",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r697": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r698": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r699": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "250",
"URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r7": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(28))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r70": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r700": {
"Name": "Accounting Standards Codification",
"Paragraph": "55",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e2626-109256",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r701": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "260",
"URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r702": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "275",
"URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6351-108592",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r703": {
"Name": "Accounting Standards Codification",
"Paragraph": "18",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "280",
"URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8672-108599",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r704": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "310",
"URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r705": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "321",
"URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r706": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "321",
"URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r707": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "321",
"URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r708": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "323",
"URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r709": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(a)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r71": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)(1)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r710": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r711": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r712": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r713": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(e)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r714": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(f)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r715": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(g)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r716": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(h)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r717": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13816-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r718": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=SL108378252-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r719": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=121556970&loc=d3e13854-109267",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r72": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)(2)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r720": {
"Name": "Accounting Standards Codification",
"Paragraph": "10",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(c)",
"Topic": "410",
"URI": "https://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r721": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "420",
"URI": "https://asc.fasb.org/extlink&oid=109237686&loc=d3e17752-110868",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r722": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "450",
"URI": "https://asc.fasb.org/topic&trid=2127136",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r723": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-01(a)(4)(ii))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r724": {
"Name": "Accounting Standards Codification",
"Paragraph": "1A",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.13-01(a)(4)(iii))",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r725": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(d)",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r726": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "606",
"URI": "https://asc.fasb.org/extlink&oid=126920106&loc=SL49130545-203045",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r727": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r728": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r729": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)(3)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r73": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(a)(3)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r730": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r731": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(ii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r732": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r733": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r734": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(01)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r735": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(02)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r736": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(03)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r737": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)(iv)(04)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r738": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r739": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(ii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r74": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "30",
"Subparagraph": "(d)(2)",
"Topic": "350",
"URI": "https://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r740": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r741": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)(01)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r742": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)(02)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r743": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(2)(iii)(03)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r744": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r745": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r746": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r747": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(e)(2)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r748": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(i)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r749": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(ii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r75": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "360",
"URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r750": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(iii)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r751": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(iv)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r752": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)(2)(v)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r753": {
"Name": "Accounting Standards Codification",
"Paragraph": "6A",
"Publisher": "FASB",
"Section": "25",
"SubTopic": "20",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=124256753&loc=SL5864739-113975",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r754": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "65",
"SubTopic": "40",
"Subparagraph": "(e)(3)",
"Topic": "815",
"URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r755": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(bbb)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r756": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(bbb)(2)",
"Topic": "820",
"URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r757": {
"Name": "Accounting Standards Codification",
"Paragraph": "28",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(f)",
"Topic": "825",
"URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r758": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "230",
"Topic": "830",
"URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r759": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r76": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "360",
"URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r760": {
"Name": "Accounting Standards Codification",
"Paragraph": "11",
"Publisher": "FASB",
"Section": "25",
"SubTopic": "30",
"Subparagraph": "(a)",
"Topic": "842",
"URI": "https://asc.fasb.org/extlink&oid=123408481&loc=SL77919140-209958",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r761": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r762": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "850",
"URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r763": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(a)",
"Topic": "852",
"URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r764": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b)",
"Topic": "852",
"URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r765": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r766": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r767": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(c)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r768": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(1)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r769": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(2)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r77": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "360",
"URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r770": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "20",
"Subparagraph": "(b)(3)",
"Topic": "860",
"URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r771": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "25",
"SubTopic": "730",
"Topic": "912",
"URI": "https://asc.fasb.org/extlink&oid=6472174&loc=d3e58812-109433",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r772": {
"Name": "Accounting Standards Codification",
"Paragraph": "1B",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "825",
"Topic": "944",
"URI": "https://asc.fasb.org/extlink&oid=123600520&loc=SL75241803-196195",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r773": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(a)",
"Publisher": "SEC",
"Section": "1402",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r774": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(b)",
"Publisher": "SEC",
"Section": "1402",
"Subparagraph": "(1)",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r775": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(b)",
"Publisher": "SEC",
"Section": "1402",
"Subparagraph": "(2)",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r776": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(b)",
"Publisher": "SEC",
"Section": "1402",
"Subparagraph": "(3)",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r777": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(c)",
"Publisher": "SEC",
"Section": "1402",
"Subparagraph": "(2)(i)",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r778": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(c)",
"Publisher": "SEC",
"Section": "1402",
"Subparagraph": "(2)(ii)",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r779": {
"Name": "Regulation S-K (SK)",
"Number": "229",
"Paragraph": "(c)",
"Publisher": "SEC",
"Section": "1402",
"Subparagraph": "(2)(iii)",
"role": "http://www.xbrl.org/2009/role/commonPracticeRef"
},
"r78": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "440",
"URI": "https://asc.fasb.org/topic&trid=2144648",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r79": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r8": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(29))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r80": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "40",
"SubTopic": "50",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126972273&loc=d3e12317-112629",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r81": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "40",
"SubTopic": "50",
"Topic": "470",
"URI": "https://asc.fasb.org/extlink&oid=126972273&loc=d3e12355-112629",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r82": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "470",
"URI": "https://asc.fasb.org/topic&trid=2208564",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r83": {
"Name": "Accounting Standards Codification",
"Paragraph": "13",
"Publisher": "FASB",
"Section": "25",
"SubTopic": "10",
"Topic": "480",
"URI": "https://asc.fasb.org/extlink&oid=109262497&loc=d3e20148-110875",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r84": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(CFRR 211.02)",
"Topic": "480",
"URI": "https://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r85": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "45",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r86": {
"Name": "Accounting Standards Codification",
"Paragraph": "10",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21553-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r87": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r88": {
"Name": "Accounting Standards Codification",
"Paragraph": "3",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r89": {
"Name": "Accounting Standards Codification",
"Paragraph": "4",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21484-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r9": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.5-02(30)(a)(1))",
"Topic": "210",
"URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r90": {
"Name": "Accounting Standards Codification",
"Paragraph": "5",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21488-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r91": {
"Name": "Accounting Standards Codification",
"Paragraph": "6",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r92": {
"Name": "Accounting Standards Codification",
"Paragraph": "7",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r93": {
"Name": "Accounting Standards Codification",
"Paragraph": "8",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r94": {
"Name": "Accounting Standards Codification",
"Paragraph": "1",
"Publisher": "FASB",
"Section": "S99",
"SubTopic": "10",
"Subparagraph": "(SX 210.3-04)",
"Topic": "505",
"URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r95": {
"Name": "Accounting Standards Codification",
"Publisher": "FASB",
"Topic": "505",
"URI": "https://asc.fasb.org/topic&trid=2208762",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r96": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(b),(f(1))",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r97": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r98": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(c)(1)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
},
"r99": {
"Name": "Accounting Standards Codification",
"Paragraph": "2",
"Publisher": "FASB",
"Section": "50",
"SubTopic": "10",
"Subparagraph": "(d)",
"Topic": "718",
"URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901",
"role": "http://fasb.org/us-gaap/role/ref/legacyRef"
}
},
"version": "2.2"
}