Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Oct. 28, 2022 | |
Cover [Abstract] | ||
Entity Registrant Name | Marin Software Incorporated | |
Entity Central Index Key | 0001389002 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 16,115,170 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity File Number | 001-35838 | |
Entity Tax Identification Number | 20-4647180 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 845 Market Street | |
Entity Address, Address Line Two | Suite 450 | |
Entity Address, City or Town | San Francisco | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 94103 | |
City Area Code | 415 | |
Local Phone Number | 399-2580 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value Per Share | |
Trading Symbol | MRIN | |
Security Exchange Name | NASDAQ |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Current assets: | |||
Cash and cash equivalents | $ 31,476 | $ 46,842 | [1] |
Restricted cash | 215 | 215 | [1] |
Accounts receivable, net | 4,241 | 4,633 | [1] |
Prepaid expenses and other current assets | 2,052 | 2,324 | [1] |
Total current assets | 37,984 | 54,014 | [1] |
Property and equipment, net | 3,205 | 3,622 | [1] |
Right-of-use assets, operating leases | 4,240 | 1,660 | [1] |
Other non-current assets | 583 | 535 | [1] |
Total assets | 46,012 | 59,831 | [1] |
Current liabilities: | |||
Accounts payable | 710 | 975 | [1] |
Accrued expenses and other current liabilities | 4,574 | 6,176 | [1] |
Note payable, current | 0 | 2,226 | [1] |
Operating lease liabilities | 1,620 | 2,006 | [1] |
Total current liabilities | 6,904 | 11,383 | [1] |
Note payable, net of current | 0 | 1,094 | [1] |
Operating lease liabilities, non-current | 2,620 | 0 | [1] |
Other long-term liabilities | 947 | 1,096 | [1] |
Total liabilities | 10,471 | 13,573 | [1] |
Commitments and contingencies (Note 13) | |||
Stockholders’ equity: | |||
Common stock, $0.001 par value - 142,857 shares authorized, 16,102 and 15,532 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 16 | 15 | [1] |
Additional paid-in capital | 353,702 | 351,394 | [1] |
Accumulated deficit | (317,216) | (304,107) | [1] |
Accumulated other comprehensive loss | (961) | (1,044) | [1] |
Total stockholders’ equity | 35,541 | 46,258 | [1] |
Total liabilities and stockholders’ equity | $ 46,012 | $ 59,831 | [1] |
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (Unaudited) - $ / shares shares in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Stockholders’ equity: | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized (in shares) | 142,857 | 142,857 | [1] |
Common stock, issued (in shares) | 16,102 | 15,532 | [1] |
Common stock, outstanding (in shares) | 16,102 | 15,532 | [1] |
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenues, net | $ 4,977 | $ 6,155 | $ 14,858 | $ 18,557 |
Cost of revenues | 3,181 | 3,175 | 9,712 | 9,591 |
Gross profit | 1,796 | 2,980 | 5,146 | 8,966 |
Operating expenses | ||||
Sales and marketing | 1,660 | 1,266 | 5,035 | 3,780 |
Research and development | 3,034 | 2,677 | 8,931 | 7,743 |
General and administrative | 2,923 | 2,312 | 7,937 | 6,176 |
Total operating expenses | 7,617 | 6,255 | 21,903 | 17,699 |
Loss from operations | (5,821) | (3,275) | (16,757) | (8,733) |
Other income, net | 190 | 298 | 3,889 | 846 |
Loss before income taxes | (5,631) | (2,977) | (12,868) | (7,887) |
Provision for (benefit from) income taxes | 105 | 153 | 241 | (44) |
Net loss | (5,736) | (3,130) | (13,109) | (7,843) |
Foreign currency translation adjustments | 42 | 26 | 83 | (10) |
Comprehensive loss | $ (5,694) | $ (3,104) | $ (13,026) | $ (7,853) |
Net loss per share available to common stockholders, basic (Note 11) | $ (0.36) | $ (0.22) | $ (0.83) | $ (0.66) |
Net loss per share available to common stockholders, diluted (Note 11) | $ (0.36) | $ (0.22) | $ (0.83) | $ (0.66) |
Weighted-average shares used to compute net loss per share available to common stockholders, basic | 16,030 | 14,500 | 15,741 | 11,956 |
Weighted-average shares used to compute net loss per share available to common stockholders, diluted | 16,030 | 14,500 | 15,741 | 11,956 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | |
Balances at beginning of period at Dec. 31, 2020 | $ 15,815 | $ 10 | $ 308,065 | $ (291,163) | $ (1,097) | |
Balances at beginning of period (in shares) at Dec. 31, 2020 | 9,743,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock through equity distribution agreement, net of offering costs | 41,679 | $ 5 | 41,674 | |||
Issuance of common stock through equity distribution agreement, net of offering costs (in shares) | 5,502,000 | |||||
Issuance of common stock from vesting of restricted stock units (in shares) | 233,000 | |||||
Tax withholding related to vesting of restricted stock units | (269) | (269) | ||||
Issuance of common stock under employee stock purchase plan | 16 | 16 | ||||
Issuance of common stock under employee stock purchase plan (in shares) | 13,000 | |||||
Stock-based compensation expense | 1,336 | 1,336 | ||||
Net loss | (7,843) | (7,843) | ||||
Foreign currency translation adjustments | (10) | (10) | ||||
Balances at end of period at Sep. 30, 2021 | 50,724 | $ 15 | 350,822 | (299,006) | (1,107) | |
Balances at end of period (in shares) at Sep. 30, 2021 | 15,491,000 | |||||
Balances at beginning of period at Dec. 31, 2020 | 15,815 | $ 10 | 308,065 | (291,163) | (1,097) | |
Balances at beginning of period (in shares) at Dec. 31, 2020 | 9,743,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (12,944) | |||||
Balances at end of period at Dec. 31, 2021 | 46,258 | [1] | $ 15 | 351,394 | (304,107) | (1,044) |
Balances at end of period (in shares) at Dec. 31, 2021 | 15,532,000 | |||||
Balances at beginning of period at Jun. 30, 2021 | 14,677 | $ 11 | 311,675 | (295,876) | (1,133) | |
Balances at beginning of period (in shares) at Jun. 30, 2021 | 11,147,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock through equity distribution agreement, net of offering costs | 38,654 | $ 4 | 38,650 | |||
Issuance of common stock through equity distribution agreement, net of offering costs (in shares) | 4,316,000 | |||||
Issuance of common stock from vesting of restricted stock units (in shares) | 28,000 | |||||
Tax withholding related to vesting of restricted stock units | (158) | (158) | ||||
Stock-based compensation expense | 655 | 655 | ||||
Net loss | (3,130) | (3,130) | ||||
Foreign currency translation adjustments | 26 | 26 | ||||
Balances at end of period at Sep. 30, 2021 | 50,724 | $ 15 | 350,822 | (299,006) | (1,107) | |
Balances at end of period (in shares) at Sep. 30, 2021 | 15,491,000 | |||||
Balances at beginning of period at Dec. 31, 2021 | 46,258 | [1] | $ 15 | 351,394 | (304,107) | (1,044) |
Balances at beginning of period (in shares) at Dec. 31, 2021 | 15,532,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock from vesting of restricted stock units (in shares) | 557,000 | |||||
Tax withholding related to vesting of restricted stock units | (404) | (404) | ||||
Issuance of common stock under employee stock purchase plan | 22 | $ 1 | 21 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 13,000 | |||||
Stock-based compensation expense | 2,691 | 2,691 | ||||
Net loss | (13,109) | (13,109) | ||||
Foreign currency translation adjustments | 83 | 83 | ||||
Balances at end of period at Sep. 30, 2022 | 35,541 | $ 16 | 353,702 | (317,216) | (961) | |
Balances at end of period (in shares) at Sep. 30, 2022 | 16,102,000 | |||||
Balances at beginning of period at Jun. 30, 2022 | 40,551 | $ 16 | 353,018 | (311,480) | (1,003) | |
Balances at beginning of period (in shares) at Jun. 30, 2022 | 15,887,000 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Issuance of common stock from vesting of restricted stock units (in shares) | 215,000 | |||||
Tax withholding related to vesting of restricted stock units | (300) | (300) | ||||
Stock-based compensation expense | 984 | 984 | ||||
Net loss | (5,736) | (5,736) | ||||
Foreign currency translation adjustments | 42 | 42 | ||||
Balances at end of period at Sep. 30, 2022 | $ 35,541 | $ 16 | $ 353,702 | $ (317,216) | $ (961) | |
Balances at end of period (in shares) at Sep. 30, 2022 | 16,102,000 | |||||
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Statement of Stockholders' Equity [Abstract] | ||
Offering costs | $ 1,345 | $ 1,502 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities: | ||
Net loss | $ (13,109) | $ (7,843) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 435 | 670 |
Amortization of internally developed software | 1,392 | 1,806 |
Amortization of deferred costs to obtain and fulfill contracts | 260 | 364 |
Forgiveness of Paycheck Protection Program loan | (3,117) | 0 |
Interest expense | 0 | 6 |
Loss on disposals of property and equipment and right-of-use assets | 29 | 30 |
Unrealized foreign currency losses | 111 | 43 |
Stock-based compensation related to equity awards | 2,612 | 1,273 |
Provision for bad debts | (50) | (102) |
Net change in operating leases | (346) | (396) |
Deferred income tax benefits | (72) | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | 486 | 551 |
Prepaid expenses and other assets | 55 | (173) |
Accounts payable | (257) | (137) |
Accrued expenses and other liabilities | (1,717) | (1,351) |
Net cash used in operating activities | (13,288) | (5,259) |
Investing activities: | ||
Purchases of property and equipment | (17) | (6) |
Capitalization of internally developed software | (1,343) | (971) |
Net cash used in investing activities | (1,360) | (977) |
Financing activities: | ||
Proceeds from issuance of common shares through at-the-market offering, net of offering costs | 0 | 41,888 |
Payment of principal on finance lease liabilities | 0 | (15) |
Repayment of Paycheck Protection Program loan | (203) | 0 |
Employee taxes paid for withheld shares upon equity award settlement | (394) | (280) |
Proceeds from employee stock purchase plan, net | 37 | 29 |
Net cash (used in) provided by financing activities | (560) | 41,622 |
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash | (158) | (48) |
Net (decrease) increase in cash and cash equivalents and restricted cash | (15,366) | 35,338 |
Cash and cash equivalents and restricted cash: | ||
Beginning of period | 47,057 | 14,820 |
End of the period | 31,691 | 50,158 |
Supplemental disclosures of non-cash investing and financing activities: | ||
Amortization of prepaid stock issuance costs | 0 | 209 |
Forgiveness of Paycheck Protection Program loan | 3,117 | 0 |
Issuance of common stock under employee stock purchase plan | $ 22 | $ 16 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | 1. Summary of Business and Significant Accounting Policies Marin Software Incorporated (the “Company”) was incorporated in Delaware in March 2006. The Company provides enterprise marketing software for advertisers and agencies to integrate, align and amplify their digital advertising spend across the web and mobile devices. Offered as a unified software-as-a-service (“SaaS”) advertising management solution for search, social and eCommerce advertising, the Company’s platform helps digital marketers convert precise audiences, improve financial performance and make better decisions. Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of only normal recurring items, considered necessary for fair statement have been included. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for other interim periods or future years. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2021 is derived from audited financial statements as of that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on February 24, 2022. Any lingering or renewed effects of the COVID-19 pandemic may continue to create significant uncertainty in global financial markets, which may depress demand for the Company’s platform and adversely affect the Company’s business and results of operations. The Company has incurred significant losses in each fiscal year since its incorporation in 2006. The Company incurred a net loss of $ 13,109 for the nine months ended September 30, 2022 and a net loss of $ 12,944 for the year ended December 31, 2021. As of September 30, 2022, the Company had an accumulated deficit of $ 317,216 . The Company had cash, cash equivalents and restricted cash of $ 31,691 as of September 30, 2022. Management expects to incur additional losses and experience negative operating cash flows in the future. The Company’s ability to achieve its business objectives and to continue to meet its obligations is dependent upon maintaining a certain level of liquidity, which could be impacted by several factors, including the extent of customer acceptance and adoption of its new MarinOne platform, the ongoing effects of the COVID-19 pandemic, and general macroeconomic conditions such as inflation or the extent and duration of any recession. Although the Company has pursued, and may continue to pursue, additional sources of liquidity, including additional equity and debt financing, there is no assurance that any additional financing will be available on acceptable terms, or at all. The Company’s ability to continue as a going concern is substantially dependent upon its ability to improve customer retention rates, increase new bookings, and manage its expenses. In July 2021, the Company sold 4,316 shares of its common stock under an equity distribution agreement with JMP Securities and received proceeds of $ 38,800 , net of $ 1,200 in fees to JMP Securities, which exhausted all securities available for sale under this equity distribution agreement. See Note 6 “Shelf Registration and At-the-Market Offering” for additional information. In August 2021, the Company filed a new shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on August 19, 2021 and provides that the Company may offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 100,000 . As part of this new 2021 registration statement, the Company entered into a third equity distribution agreement with JMP Securities and established a new $ 50,000 “at-the-market” securities offering facility pursuant to which it may be able to issue and sell shares of its common stock. The Company has not yet sold any shares under this August 2021 equity distribution agreement and no assurances can be provided as to if or when the Company may be able to sell any shares or the terms of any such sales. In accordance with the SEC’s Instruction I.B.6 of Registration Statement on Form S-3, the Company adjusted the maximum aggregate market value of the securities that may be sold pursuant to this current "at-the-market" securities offering facility from $ 50,000 to approximately $ 22,800 based on the estimated market capitalization of the Company on the date the Company filed its Annual Report on Form 10-K for the year ended December 31, 2021 until such time, if at all, when the Company is required to make any further adjustments to the maximum aggregate offering size or becomes eligible to conduct such offering in accordance with Instruction I.B.1 of the Registration Statement on Form S-3. The Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. Fair Value of Financial Instruments The Company’s financial instruments, including accounts receivable, accounts payable and accrued expenses are carried at cost, which approximates fair value because of the short-term nature of those instruments. Based on borrowing rates available to the Company for loans with similar terms and maturities and in consideration of the Company’s credit risk profile, the carrying value of outstanding lease liabilities approximates fair value as well. Cash equivalents are comprised of money market funds recorded at fair value and are classified as Level 1 within the fair value hierarchy. Allowances for Doubtful Accounts and Revenue Credits The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio based on historical experience, specific allowances for known troubled accounts and other available information. The Company does not require collateral from its customers, and it performs a regular review of its customers’ payment histories and associated credit risks. Certain contracts with advertising agencies contain sequential liability provisions, whereby the agency does not have an obligation to pay the Company until payment is received from the agency’s customers. In these circumstances, the Company evaluates the credit worthiness of the agency’s customers in addition to the agency itself. As of September 30, 2022 and December 31, 2021, the Company recorded an allowance for doubtful accounts of $ 649 and $ 786 , respectively. From time to time, the Company provides credits to customers that typically relate to customer disputes or billing adjustments and are recorded as a reduction of revenue. Reserves for these revenue credits are accounted for as variable consideration under authoritative revenue recognition guidance (see Note 2) and are estimated based on historical credit activity. As of September 30, 2022, and December 31, 2021, the Company recorded an allowance for potential customer credits in the amount of $ 115 and $ 131 , respectively. Long-Lived Assets Impairment Assessment The Company evaluates long-lived assets, excluding goodwill, for potential impairment whenever adverse events or changes in circumstances or business climate indicate that the expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. An impairment loss is recognized only if the carrying value of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. There were no such impairment losses recorded in any of the periods presented. Revenue Recognition The Company generates revenues principally from subscriptions either directly with advertisers or with advertising agencies to its platform for the management of search, social and eCommerce. The Company also generates revenues from strategic agreements with certain leading publishers. Under the subscription agreements, the Company receives consideration based on the advertising spend that customers manage on its platform. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. See Note 2 for further discussion of the Company’s revenues. Recent Accounting Pronouncement Adopted in 2022 None. Recent Accounting Pronouncement Not Yet Effective In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets and certain other financial instruments to require the use of a new forward-looking “expected loss” model that will generally result in earlier recognition of allowances for losses. This ASU will also require disclosure of more information related to these items. As the Company meets the SEC’s definition of a “smaller reporting company”, ASU 2016-13 is effective for annual periods beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | 2. Revenues Revenue Recognition The Company generates its revenues principally from subscriptions, either directly with advertisers or with advertising agencies, to its platform for the management of search, social, eCommerce and display advertising. It also generates a portion of its revenues from long-term strategic agreements with certain leading publishers. Revenues are recognized when control of these services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies its performance obligations. Subscription The Company’s subscription contracts provide advertisers with access to the Company’s advertising management platform. Advertisers do not have the right to take possession of the software supporting the services at any time. These contracts are generally one year or less in length, though certain contracts extend up to two years . The subscription fee under most contracts consists of the greater of a minimum monthly platform fee or variable consideration based on the volume of advertising spend managed through the Company’s platform at the contractual percentage of spend. The variable portion generally includes tiered pricing, whereby the percentage of spend charged decreases as the value of advertising spend increases. The tiered pricing resets monthly and is consistent throughout the contract term. The Company has concluded that this volume-based pricing approach does not constitute a future material right as the pricing tiers are consistent throughout the term of the contract and similar pricing is typically offered to similar classes of customers within the same geographical areas and markets. Certain subscription contracts consist of only a flat monthly platform fee. Subscription fees are generally invoiced on a monthly basis in arrears based on the actual amount of advertising spend managed on the platform. In certain limited circumstances, the Company will invoice an advertiser in advance for the contractual minimum monthly platform fee for a defined future period, which is typically three to 12 months . The Company’s subscription services comprise a single stand-ready performance obligation satisfied over time as the advertiser simultaneously receives and consumes the benefit from the Company’s performance. This performance obligation constitutes a series of services that are substantially the same in nature and are provided over time using the same measure of progress. Revenues derived from these arrangements are recognized over time using an output method based upon the passage of time as this provides a faithful depiction of the pattern of transfer of control. Fixed minimum monthly platform fees are recognized ratably over the contract term as the single performance obligation is satisfied. Variable fees are allocated to the distinct month of the series in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which the Company expects to be entitled for providing access to the advertising management platform for that period, consistent with the allocation objective of authoritative revenue guidance under Accounting Standards Codification 606 (“ASC 606”). Expected future revenues for subscription services related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2022 were as follows: Subscription Services 2022 (remaining three months) $ 320 2023 457 2024 14 Total $ 791 The Company applies the optional exemption under ASC 606 and does not disclose the value of unsatisfied performance obligations on subscription contracts with an original term of one year or less. The amounts disclosed above as remaining performance obligations consist primarily of fixed or monthly minimum fees under contracts with an original expected duration of greater than one year . The amounts exclude estimates of variable consideration such as volume-based contracts, as well as anticipated renewals of contracts. Strategic Agreements The Company has entered into long-term strategic agreements with certain leading search publishers. Under these strategic agreements, the Company receives consideration based on a percentage of the search advertising spend that its customers manage on its platform. These strategic agreements are generally billed on a quarterly basis. In September 2021, the Company entered into a new revenue share agreement with Google, which has a scheduled three-year term that commenced on October 1, 2021 (the "New Google Revenue Share Agreement") and continues through September 30, 2024. This agreement is similar to the original revenue share agreement that the Company entered into with Google in 2018 (as described in our Annual Report on Form 10-K for the fiscal year 2021) in that the Company is eligible to receive fixed and variable revenue share payments based on a percentage of the search advertising spend that is managed through the Company’s platform and in that the Company is required to reinvest a specified percentage of these revenue share payments in its search technology platform to drive innovation. The Company evaluates the total amount of variable revenue share payments expected to be earned from the Google Revenue Share Agreement using the most likely method, as it believes this method represents the most appropriate estimate for this consideration, based on historical service trends, the individual contract considerations and the Company’s best judgment. The Company includes estimates of variable consideration in revenues only to the extent that it believes it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company recognized revenues from the New Google Revenue Share Agreement of $ 1,788 and $ 5,363 for the three and nine months ended September 30, 2022, respectively, as compared to revenues from the original Google Revenue Share Agreement of $ 2,283 and $ 6,849 for the three and nine months ended September 30, 2021, respectively. Disaggregation of Revenues Revenues by geographic area, based on the billing location of the customer, were as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States of America $ 4,023 $ 4,799 $ 11,710 $ 14,252 United Kingdom 561 690 1,716 2,328 Other (1) 393 666 1,432 1,977 Total revenues, net $ 4,977 $ 6,155 $ 14,858 $ 18,557 (1) No individual country within the “Other” category accounted for 10% or more of revenues for any period presented. Revenues by nature of services performed were as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Subscriptions $ 3,090 $ 3,832 $ 9,379 $ 11,595 Strategic agreements 1,887 2,323 5,479 6,962 Total revenues, net $ 4,977 $ 6,155 $ 14,858 $ 18,557 Contract Balances Accounts Receivable, Net The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable are recorded at the invoice amount, net of any allowances for doubtful accounts and revenue credits. A receivable is recognized in the period the Company provides the underlying services or when the right to consideration is unconditional. The balances of accounts receivable, net of the allowances for doubtful accounts and revenue credits, as of September 30, 2022 and December 31, 2021 are presented in the accompanying condensed consolidated balance sheets. Included in the balance of accounts receivable, net as of September 30, 2022 and December 31, 2021 was $ 1,788 related to the Google Revenue Share Agreement, which represented 42 % a nd 39 %, respectively, of accounts receivable, net. Customer Advances In certain situations, the Company receives cash payments from customers in advance of its performance of the underlying services. These advances from customers are included within accrued expenses and other current liabilities on the accompanying condensed consolidated balance sheets. Costs to Obtain and Fulfill Contracts The Company capitalizes certain contract acquisition costs, consisting primarily of commissions and related payroll taxes, when customer contracts are signed. The Company also capitalizes certain contract fulfillment costs, consisting primarily of the portion of the payroll and fringe benefits of the Company’s professional services team that relates directly to performing on-boarding and integration services for new and existing customers (collectively, “deferred costs to obtain and fulfill contracts”). The deferred costs to obtain and fulfill contracts are amortized over the expected period of benefit, which the Company has determined to be approximately 30 months. This expected period of benefit takes into consideration the duration of the Company’s customer contracts, historical contract renewal rates, the underlying technology and other factors. Amortization expense for deferred costs to obtain and fulfill contracts is included in sales and marketing expense and cost of sales, respectively, on the accompanying condensed consolidated statements of comprehensive loss. There were no impairment losses related to c osts capitalized in the three or nine months ended September 30, 2022 and 2021. The Company classifies deferred costs to obtain and fulfill contracts as current or non-current based on the timing of when the related amortization expense is expected to be recognized. The current portion of these deferred costs is included in prepaid expenses and other current assets, while the non-current portion is included in other non-current assets on the accompanying condensed consoli dated balance sheets. Changes in the balances of deferred costs to obtain and fulfill contracts during the nine months ended September 30, 2022 were as follows: Deferred Costs Deferred Costs Balances at December 31, 2021 $ 207 $ 154 Costs deferred 298 83 Amortization ( 164 ) ( 96 ) Balances at September 30, 2022 $ 341 $ 141 |
Balance Sheet Components
Balance Sheet Components | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | 3. Balance Sheet Components The following table shows the components of property and equipment as of the dates presented: September 30, December 31, Estimated Useful Life 2022 2021 Software, including internally developed software 3 years $ 32,642 $ 31,220 Computer equipment 3 to 4 years 18,628 18,681 Leasehold improvements Shorter of useful life or lease term 512 4,138 Office equipment, furniture and fixtures 3 to 5 years 630 1,606 Total property and equipment 52,412 55,645 Less: Accumulated depreciation and amortization ( 49,207 ) ( 52,023 ) Property and equipment, net $ 3,205 $ 3,622 Computer equipment at December 31, 2021 includes $ 3.7 million reclassified from the caption "Finance lease right-of-use assets" to conform to the current presentation. Amortization of internally developed software and depreciation for the nine months ended September 30, 2022 and 2021 was $ 1,827 and $ 2,476 , respectively. The following table shows the components of accrued expenses and other current liabilities as of th e dates presented: September 30, December 31, 2022 2021 Accrued salary and payroll-related expenses $ 1,370 $ 3,091 Accrued liabilities 958 962 Income taxes payable 470 336 Advanced billings 373 334 Other 1,403 1,453 Total accrued expenses and other current liabilities $ 4,574 $ 6,176 |
Borrowing
Borrowing | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Borrowing | 4. Borrowing In April 2020, the Company entered into an original loan agreement with Harvest Small Business Finance, LLC as the lender (“Lender”) for a loan in an aggregate principal amount of $ 3,320 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and implemented by the U.S. Small Business Administration (the “SBA”). The Loan was originally evidenced by a Note dated effective as of April 2020, but such Note was replaced by a Note with substantially the same terms, but with an updated effective date of May 2020 to account for a delay in disbursement of funds. The Loan matured two years from the date of first disbursement of the Loan, which occurred in May 2020. The Company received the loan proceeds on May 12, 2020. The Loan accrued interest at a rate of 1 % per annum. Initially, all payments were deferred through the ten-month anniversary of the date of the Note. The Paycheck Protection Flexibility Act of 2020, P.L. 116-142, extended the deferral period for loan payment to the date that SBA remits the borrower’s loan forgiveness amount to the Lender. The PPP provides that borrowers may apply for forgiveness of amounts due under the Loan, with the amount of potential Loan forgiveness to be calculated based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 10-week period beginning on the date of first disbursement of the Loan. An aggregate principal amount of $ 3,117 of the Loan was forgiven in January 2022 and the Company repaid the remaining outstanding balance of approximately $ 203 in February 2022. The Company recognized a non-cash gain of $ 3,117 within Other income, net in the accompanying condensed consolidated statements of comprehensive loss. |
Restructuring Activities
Restructuring Activities | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Activities | 5. Restructuring Activities 2020 Restructuring Plan During the three months ended September 30, 2020, the Company commenced the implementation of a restructuring and reduction-in- force plan to reduce the Company’s operating costs and address the impact of the COVID-19 pandemic. The plan included the reduction of the Company’s global workforce by approximately 60 employees, approximately half of which were located outside of the United States. The planned workforce reductions were substantially completed during 2020. During the three and nine months ended September 30, 2022, the Company reco rded $ 154 and $ 266 of re structuring-related expenses in connection with the 2020 Restructuring Plan in the accompanying condensed consolidated statements of comprehensive loss. During the nine months ended September 30, 2021 , the Company recorded $ 3 of restructuring-related expenses in connection with the 2020 Restructuring Plan in the accompanying condensed consolidated statements of comprehensive loss. |
Shelf Registration and At-the-M
Shelf Registration and At-the-Market Offering | 9 Months Ended |
Sep. 30, 2022 | |
Shelf Registration And At The Market Offering [Abstract] | |
Shelf Registration and At-the-Market Offering | 6. Shelf Registration and At-the-Market Offering On March 14, 2019, the Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on May 10, 2019 (the “Initial Registration Statement”) and enabled the Company to offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 50,000 . As part of this shelf registration, the Company entered into an equity distribution agreement with JMP Securities LLC, or JMP Securities (the “2019 equity distribution agreement”), pursuant to which the Company could offer and sell shares of its common stock having an aggregate offering price of up to $ 13,000 through an at-the-market offering program administered by JMP Securities. JMP Securities was entitled to compensation of up to 5.0 % of the gross proceeds from sales of the Company’s common stock pursuant to the equity distribution agreement. During the three months ended March 31, 2021 the Company sold 1,186 shares of its common stock under the 2019 equity distribution agreement and received proceeds of $ 3,025 , net of offering costs of $ 157 at a weighted average sales price of $ 2.68 per share, which resulted in the Company exhausting the amounts available for sale under the 2019 equity distribution agreement. On July 15, 2021, the Company increased the size of the remaining $ 37,000 available on the Initial Registration Statement by an additional $ 3,000 allowing it to offer securities with an aggregate gross sales price of up to $ 40,000 . The Company also entered into a new equity distribution agreement with JMP Securities (the “July 2021 equity distribution agreement”) under which it could sell shares of its common stock up to a gross aggregate sales price of $ 40,000 through an at-the-market offering program administered by JMP Securities. JMP Securities was entitled to fees of 3 % of the gross proceeds from sales of the Company’s common stock under this July 2021 equity distribution agreement. In July 2021 the Company sold 4,316 shares of its common stock under the July 2021 equity distribution agreement and received proceeds of $ 38,800 , net of $ 1,200 in fees to JMP Securities, at a weighted average sales price of $ 9.27 per share, which resulted in the Company exhausting the amounts available for sale under the 2021 equity distribution agreement. On August 3, 2021, the Company filed a new shelf registration statement on Form S-3 with the SEC (the “2021 Registration Statement”), which was declared effective by the SEC on August 19, 2021 and provides that the Company may offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 100,000 . As part of this 2021 Registration Statement, the Company entered into a third equity distribution agreement with JMP Securities and established a new $ 50,000 “at-the-market” securities offering facility, pursuant to which the Company may be able to issue and sell shares of the Company common stock. The Company has not yet sold any shares under this August 2021 equity distribution agreement and no assurances can be provided as to if or when the Company may be able to sell any shares or the terms of any such sales. In accordance with the SEC’s Instruction I.B.6 of Registration Statement on Form S-3, the Company adjusted the maximum aggregate market value of the securities that may be sold pursuant to this current "at-the-market" securities offering facility from $ 50,000 to approximately $ 22,800 based on the estimated market capitalization of the Company on the date the Company filed its Annual Report on Form 10-K for the year ended December 31, 2021 until such time, if at all, when the Company is required to make any further adjustments to the maximum aggregate offering size or becomes eligible to conduct such offering in accordance with Instruction I.B.1 of the Registration Statement on Form S-3. |
Equity Award Plans
Equity Award Plans | 9 Months Ended |
Sep. 30, 2022 | |
Equity Award Plans [Abstract] | |
Equity Award Plans | 7. Equity Award Plans In April 2006, the Company’s Board of Directors (the “Board”) adopted and the stockholders approved the 2006 Stock Option Plan (“2006 Plan”), which provided for the grant of incentive and non-statutory stock options. In February 2013 the Board adopted and the stockholders approved the 2013 Equity Incentive Plan (“2013 Plan”), which became effective on March 21, 2013. At that time, the Company ceased to grant equity awards under the 2006 Plan. Under the 2013 Plan, 643 shares of common stock were originally reserved for issuance. Additionally, all reserved and unissued shares under the 2006 Plan are eligible for issuance under the 2013 Plan. The 2013 Plan authorizes the award of incentive and non-statutory stock options, restricted stock awards, stock appreciation rights, restricted stock units (“RSUs”), performance awards and stock bonuses to the Company’s employees, directors, consultants, independent contractors and advisors. On January 1 of each calendar year through 2023, the number of shares of common stock reserved under the 2013 Plan will automatically increase by an amount equal to 5 % of the total outstanding shares as of the immediately preceding December 31, or such lesser number of shares as determined by the Board. Pursuant to terms of the 2013 Plan, the shares available for issuance increased by 777 shares of common stock on January 1, 2022. As of September 30, 2022, 735 shares of common stock were available for future grants under the 2013 Plan. Stock Options A summary of stock option activity under the 2006 Plan and the 2013 Plan i s as follows: Options Outstanding Number of Weighted Average Weighted Average Aggregate Balances at December 31, 2021 383 $ 23.23 4.85 $ — Options forfeited and cancelled ( 46 ) 49.54 — — Balances at September 30, 2022 337 19.67 4.70 — Options exercisable 322 20.40 4.61 — Options vested 322 20.40 4.61 — Options vested and expected to vest 337 19.67 4.70 — RSUs A summary of RSU activity under the 2013 Plan is as follows: RSUs Outstanding Number of Weighted Average Granted and unvested at December 31, 2021 1,542 $ 4.60 RSUs granted 1,105 1.92 RSUs vested ( 557 ) 3.70 RSUs cancelled and withheld to cover taxes ( 241 ) 6.19 Granted and unvested at September 30, 2022 1,849 $ 3.06 Employee Stock Purchase Plan In February 2013, the Board and stockholders approved the 2013 Employee Stock Purchase Plan (“2013 ESPP”), under which 143 shares of common stock were originally reserved for issuance. The 2013 ESPP became effective on March 22, 2013. The 2013 ESPP generally provides for six-month purchase periods ending in May and November and the purchase price for shares of common stock purchased under the 2013 ESPP is 85 % of the lesser of the fair market value of the common stock on (1) the first trading day of the applicable offering period and (2) the last trading day of each purchase period in the applicable offering period. On January 1 of each calendar year following the first offering date, the number of shares reserved under the 2013 ESPP automatically increases by an amount equal to 1 % of the total outstanding shares as of immediately preceding December 31, but not to exceed 100 shares. Pursuant to terms of the 2013 ESPP, the shares available for issuance increased by 100 shares on January 1, 2022. As of September 30, 2022, 346 shares were reserved for issuance under the 2013 ESPP. During each of the three months ended June 30, 2022 and 2021, 13 shares were issued under the 2013 ESPP. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Stock-based compensation expense was allocate d as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 148 $ 103 $ 362 $ 184 Sales and marketing 99 122 431 258 Research and development 303 159 740 390 General and administrative 405 248 1,079 441 Total $ 955 $ 632 $ 2,612 $ 1,273 For stock-based awards granted by the Company, stock-based compensation cost is measured at grant date based on the fair value of the a ward and is expensed over the requisite service period. Stock-based compensation capitalized as internally developed software was $ 29 and $ 79 f or the three and nine months ended September 30, 2022, respectively, and was $ 23 and $ 63 for the three and nine months ended September 30, 2021, respectively. Stock Options There were no grants or exercises of stock options during the three and nine months ended September 30, 2022 and 2021. Compensation expense, net of forfeitures, is recognized ratably over the requisite service period. As of September 30, 2022, there was $ 58 of unrecognized compensation expense related to stock options, which is expected to be recognized over a weighted-average period of 0.1 years. RSUs As of September 30, 2022, there wa s $ 4,580 of unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 1.6 years. The Company uses the fair market value of the underlying common stock on the dates of grant to determine the fair value of RSUs. Employee Stock Purchase Plan The Company estimates the fair value of purchase rights under the 2013 ESPP using the Black-Scholes valuation model. The fair value of each purchase right under the 2013 ESPP is estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with assumptions substantially similar to those used for the valuation of stock option awards, with the exception of the expected life. The expected life is estimated to be six months , which is consistent with the purchase periods under the 2013 ESPP. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases Operating and Finance Leases The Company evaluates new contractual arrangements at inception to determine if the contract is or contains a lease. For any contracts that are or contain a lease, the Company determines the appropriate classification of each identified lease as operating or finance. For all identified leases, the Company records the related lease liabilities and ROU assets based on the future minimum lease payments over the lease term, which only includes options to renew the lease if it is reasonably certain that the Company will exercise that option. For leases with original terms of twelve months or less, the Company recognizes the lease expense as incurred and does not recognize lease liabilities and ROU assets. The Company's primary operating lease is for space at a data center which was renewed in April 2022 and expires in 2025. The lease for the Company's San Francisco, CA headquarters, our largest office, expired in July 2022. Effective as of August 1, 2022, the Company entered into an agreement for a new, significantly smaller headquarters office space in San Francisco, CA under a short-term lease. Since the start of the COVID-19 pandemic in March 2020, most of the Company’s employees have been working from home. We expect that most of our employees will continue to work from home for the foreseeable future. Lease liabilities are measured based on the future minimum lease payments discounted over the lease term. The Company uses the discount rate implicit in the lease whenever that rate is readily determinable. For leases where no such rate is determinable, the Company uses its incremental borrowing rate, or the rate of interest that Company would have to pay to borrow an amount equal to the lease payments on a collateralized basis over a similar term and in a similar economic environment. As of September 30, 2022 , the weighted-average rate used in discounting the lease liabilities for ROU operating leases was 6.0 %. Current and non-current operating lease liabilities are presented on the condensed consolidated balance sheet. ROU assets are measured based on the associated lease liabilities, adjusted for any lease incentives such as tenant improvement allowances. ROU assets for operating leases are presented as non-current assets on the condensed consolidated balance sheets. The Company recognizes the expense for operating leases on straight-line basis over the lease term. As of September 30, 2022, the weighted-average remaining lease term for ROU operating leases wa s 2.5 years . As of September 30, 2022 and December 31, 2021 the Company had net operating lease ROU assets of $ 4,240 and $ 1,660 , respectively. Operating lease costs, consisting primarily of rental expense, were approximately $ 718 and $ 1,495 , for the three months ended September 30, 2022 and 2021, respectively and $ 3,152 and $ 4,733 for the nine months ended September 30, 2022 and 2021, respectively. Variable rent expense was not significant for the three and nine months ended September 30, 2021 and 2020. Finance lease activity was insignificant in each of the nine months ended September 30, 2022 and 2021. The maturities of operating lease liabilities as of September 30, 2022 are as follows: 2022 (remaining three months) $ 455 2023 1,822 2024 1,822 2025 455 Total lease payments 4,554 Less: Amount representing imputed interest ( 314 ) Present value of lease liabilities 4,240 Less: Current portion of lease liabilities ( 1,620 ) Non-current portion of lease liabilities $ 2,620 Supplemental cash flow information related to operating leases was as follows: Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ — $ 15 Operating cash flows from operating leases 3,481 5,074 ROU assets obtained in exchange for lease liabilities: Operating lease liabilities $ 5,015 $ — Subleases The Company sublet portions of its San Francisco office space under an agreement that expired in July 2022. Income from subleases is included in other income, net, on the accompanying condensed consolida ted statements of comprehensive loss. Sublease income was $ 45 and $ 271 for the three months ended September 30, 2022 and 2021 , respectively, and $ 587 and $ 813 for each of the nine months ended September 30, 2022 and 2021 , respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 10. Income Taxes The Company’s quarterly provision for income taxes is based on an estimated effective annual income tax rate, and it also includes the tax impact of certain unusual or infrequently occurring items, if any. These may include changes in judgment about valuation allowances and effects of changes in tax laws or rates in the interim period in which they occur. The Company's income tax provision for the three and nine months ended September 30, 2022 was $ 105 and $ 241 , respectively, on pre-tax losses of $ 5,631 of and $ 12,868 , respectively. For the three and nine months ended September 30, 2022 the Company's effective tax rate varies from the federal income tax rate primarily due to valuation allowances in the United States and taxable income generated by certain of the Company's foreign wholly owned subsidiaries. The Company reviews the likelihood that it will realize the benefit of its deferred tax assets and, therefore, the need for valuation allowances on a quarterly basis. There is no income tax benefit recognized with respect to losses incurred and no income tax expense recognized with respect to earnings generated in jurisdictions with a valuation allowance. This causes variability in the Company’s effective tax rate. The Company will maintain the valuation allowances until it is more likely than not that the net deferred tax assets will be realized. The CARES Act enacted on March 27, 2020 did not provide an income tax benefit for the Company given the U.S. losses and the full valuation allowance against its net deferred tax assets. Tax positions taken by the Company are subject to audits by multiple tax jurisdictions. The Company believes that it has provided adequate reserves for its uncertain tax positions for all tax years still open for assessment. The Company also believes that it does not have any tax position for which it is not reasonably possible that the total amounts of uncertain tax positions will significantly increase or decrease within the next year. For the three and nine months ended September 30, 2022 and 2021 , the Company did no t recognize any material interest or penalties related to uncertain tax positions. |
Net Loss Per Share Available to
Net Loss Per Share Available to Common Stockholders | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Available to Common Stockholders | 11. Net Loss Per Share Available to Common Stockholders Basic net loss per share of common stock is calculated by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of shares of common stock, excluding common stock subject to repurchase, and, if dilutive, potential shares of common stock outstanding during the period. Basic and diluted net loss per share is the same for all periods presented, as the impact of all potentially outstanding dilutive securities was anti-dilutive. The following table presents the calculation of basic and diluted net los s per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss available to common stockholders $ ( 5,736 ) $ ( 3,130 ) $ ( 13,109 ) $ ( 7,843 ) Denominator: Weighted average number of shares, basic and diluted 16,030 14,500 15,741 11,956 Net loss per share available to common stockholders Basic and diluted net loss per common share available to common stockholders $ ( 0.36 ) $ ( 0.22 ) $ ( 0.83 ) $ ( 0.66 ) The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because including them would hav e been anti-dilutive: Three and Nine Months Ended September 30, 2022 2021 Options to purchase common stock 337 384 Unvested RSUs 1,849 1,511 Total 2,186 1,895 |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Reporting | 12. Segment Reporting The Company defines the term “chief operating decision maker” to be the Chief Executive Officer. The Chief Executive Officer reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, the Company has determined that it operates as a single reporting and operating segment. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Legal Matters From time to time, the Company may be involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters, which arise in the ordinary course of business. In accordance with GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, ruling, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable. If any unfavorable ruling was to occur in any specific period or if a loss becomes probable and estimable, there exists the possibility of a material adverse impact on the Company’s results of operations, financial position or cash flows. As of September 30, 2022, no material amounts were recorded related to legal proceedings on the unaudited condensed consolidated balance sheet. Indemnification The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, each party may indemnify, defend and hold the other party harmless with respect to such claim, suit or proceeding brought against it by a third party alleging that the indemnifying party’s intellectual property infringes upon the intellectual property of the third party, or results from a breach of the indemnifying party’s representations and warranties or covenants, or that results from any acts of negligence or willful misconduct. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded on the unaudited condensed consolidated balance sheet as of September 30, 2022 and the audited consolidated balance sheet as of December 31, 2021. The Company also indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company has a directors and officers insurance policy that enables the Company to recover a portion of any future amounts paid. Historically, the Company has not been obligated to make any payments for these obligations and no liabilities have been recorded as of September 30, 2022 and December 31, 2021. Other Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Summary of Business and Signi_2
Summary of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying unaudited condensed consolidated financial statements and condensed footnotes have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments, consisting of only normal recurring items, considered necessary for fair statement have been included. The results of operations for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, or for other interim periods or future years. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2021 is derived from audited financial statements as of that date but does not include all of the information and footnotes required by GAAP for complete financial statements. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the Securities and Exchange Commission ("SEC") on February 24, 2022. Any lingering or renewed effects of the COVID-19 pandemic may continue to create significant uncertainty in global financial markets, which may depress demand for the Company’s platform and adversely affect the Company’s business and results of operations. The Company has incurred significant losses in each fiscal year since its incorporation in 2006. The Company incurred a net loss of $ 13,109 for the nine months ended September 30, 2022 and a net loss of $ 12,944 for the year ended December 31, 2021. As of September 30, 2022, the Company had an accumulated deficit of $ 317,216 . The Company had cash, cash equivalents and restricted cash of $ 31,691 as of September 30, 2022. Management expects to incur additional losses and experience negative operating cash flows in the future. The Company’s ability to achieve its business objectives and to continue to meet its obligations is dependent upon maintaining a certain level of liquidity, which could be impacted by several factors, including the extent of customer acceptance and adoption of its new MarinOne platform, the ongoing effects of the COVID-19 pandemic, and general macroeconomic conditions such as inflation or the extent and duration of any recession. Although the Company has pursued, and may continue to pursue, additional sources of liquidity, including additional equity and debt financing, there is no assurance that any additional financing will be available on acceptable terms, or at all. The Company’s ability to continue as a going concern is substantially dependent upon its ability to improve customer retention rates, increase new bookings, and manage its expenses. In July 2021, the Company sold 4,316 shares of its common stock under an equity distribution agreement with JMP Securities and received proceeds of $ 38,800 , net of $ 1,200 in fees to JMP Securities, which exhausted all securities available for sale under this equity distribution agreement. See Note 6 “Shelf Registration and At-the-Market Offering” for additional information. In August 2021, the Company filed a new shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on August 19, 2021 and provides that the Company may offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 100,000 . As part of this new 2021 registration statement, the Company entered into a third equity distribution agreement with JMP Securities and established a new $ 50,000 “at-the-market” securities offering facility pursuant to which it may be able to issue and sell shares of its common stock. The Company has not yet sold any shares under this August 2021 equity distribution agreement and no assurances can be provided as to if or when the Company may be able to sell any shares or the terms of any such sales. In accordance with the SEC’s Instruction I.B.6 of Registration Statement on Form S-3, the Company adjusted the maximum aggregate market value of the securities that may be sold pursuant to this current "at-the-market" securities offering facility from $ 50,000 to approximately $ 22,800 based on the estimated market capitalization of the Company on the date the Company filed its Annual Report on Form 10-K for the year ended December 31, 2021 until such time, if at all, when the Company is required to make any further adjustments to the maximum aggregate offering size or becomes eligible to conduct such offering in accordance with Instruction I.B.1 of the Registration Statement on Form S-3. The Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments, including accounts receivable, accounts payable and accrued expenses are carried at cost, which approximates fair value because of the short-term nature of those instruments. Based on borrowing rates available to the Company for loans with similar terms and maturities and in consideration of the Company’s credit risk profile, the carrying value of outstanding lease liabilities approximates fair value as well. Cash equivalents are comprised of money market funds recorded at fair value and are classified as Level 1 within the fair value hierarchy. |
Allowances for Doubtful Accounts and Revenue Credits | Allowances for Doubtful Accounts and Revenue Credits The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio based on historical experience, specific allowances for known troubled accounts and other available information. The Company does not require collateral from its customers, and it performs a regular review of its customers’ payment histories and associated credit risks. Certain contracts with advertising agencies contain sequential liability provisions, whereby the agency does not have an obligation to pay the Company until payment is received from the agency’s customers. In these circumstances, the Company evaluates the credit worthiness of the agency’s customers in addition to the agency itself. As of September 30, 2022 and December 31, 2021, the Company recorded an allowance for doubtful accounts of $ 649 and $ 786 , respectively. From time to time, the Company provides credits to customers that typically relate to customer disputes or billing adjustments and are recorded as a reduction of revenue. Reserves for these revenue credits are accounted for as variable consideration under authoritative revenue recognition guidance (see Note 2) and are estimated based on historical credit activity. As of September 30, 2022, and December 31, 2021, the Company recorded an allowance for potential customer credits in the amount of $ 115 and $ 131 , respectively. |
Long-Lived Assets Impairment Assessment | Long-Lived Assets Impairment Assessment The Company evaluates long-lived assets, excluding goodwill, for potential impairment whenever adverse events or changes in circumstances or business climate indicate that the expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. An impairment loss is recognized only if the carrying value of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. There were no such impairment losses recorded in any of the periods presented. |
Revenue Recognition | Revenue Recognition The Company generates revenues principally from subscriptions either directly with advertisers or with advertising agencies to its platform for the management of search, social and eCommerce. The Company also generates revenues from strategic agreements with certain leading publishers. Under the subscription agreements, the Company receives consideration based on the advertising spend that customers manage on its platform. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. See Note 2 for further discussion of the Company’s revenues. |
Recent Accounting Pronouncement Adopted in 2022 | Recent Accounting Pronouncement Adopted in 2022 None. |
Recent Accounting Pronouncement Not Yet Effective | Recent Accounting Pronouncement Not Yet Effective In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets and certain other financial instruments to require the use of a new forward-looking “expected loss” model that will generally result in earlier recognition of allowances for losses. This ASU will also require disclosure of more information related to these items. As the Company meets the SEC’s definition of a “smaller reporting company”, ASU 2016-13 is effective for annual periods beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. |
Revenues (Tables)
Revenues (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Expected Future Revenue for Subscription Services Related to Performance Obligations Unsatisfied or Partially Unsatisfied | Expected future revenues for subscription services related to performance obligations that are unsatisfied (or partially unsatisfied) as of September 30, 2022 were as follows: Subscription Services 2022 (remaining three months) $ 320 2023 457 2024 14 Total $ 791 |
Disaggregation of Revenues | Revenues by geographic area, based on the billing location of the customer, were as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 United States of America $ 4,023 $ 4,799 $ 11,710 $ 14,252 United Kingdom 561 690 1,716 2,328 Other (1) 393 666 1,432 1,977 Total revenues, net $ 4,977 $ 6,155 $ 14,858 $ 18,557 (1) No individual country within the “Other” category accounted for 10% or more of revenues for any period presented. Revenues by nature of services performed were as follows for the periods presented: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Subscriptions $ 3,090 $ 3,832 $ 9,379 $ 11,595 Strategic agreements 1,887 2,323 5,479 6,962 Total revenues, net $ 4,977 $ 6,155 $ 14,858 $ 18,557 |
Changes in Balances of Deferred Costs to Obtain and Fulfill Contracts | The Company classifies deferred costs to obtain and fulfill contracts as current or non-current based on the timing of when the related amortization expense is expected to be recognized. The current portion of these deferred costs is included in prepaid expenses and other current assets, while the non-current portion is included in other non-current assets on the accompanying condensed consoli dated balance sheets. Changes in the balances of deferred costs to obtain and fulfill contracts during the nine months ended September 30, 2022 were as follows: Deferred Costs Deferred Costs Balances at December 31, 2021 $ 207 $ 154 Costs deferred 298 83 Amortization ( 164 ) ( 96 ) Balances at September 30, 2022 $ 341 $ 141 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Balance Sheet Components [Abstract] | |
Components of Property and Equipment | The following table shows the components of property and equipment as of the dates presented: September 30, December 31, Estimated Useful Life 2022 2021 Software, including internally developed software 3 years $ 32,642 $ 31,220 Computer equipment 3 to 4 years 18,628 18,681 Leasehold improvements Shorter of useful life or lease term 512 4,138 Office equipment, furniture and fixtures 3 to 5 years 630 1,606 Total property and equipment 52,412 55,645 Less: Accumulated depreciation and amortization ( 49,207 ) ( 52,023 ) Property and equipment, net $ 3,205 $ 3,622 |
Components of Accrued Expenses and Other Current Liabilities | The following table shows the components of accrued expenses and other current liabilities as of th e dates presented: September 30, December 31, 2022 2021 Accrued salary and payroll-related expenses $ 1,370 $ 3,091 Accrued liabilities 958 962 Income taxes payable 470 336 Advanced billings 373 334 Other 1,403 1,453 Total accrued expenses and other current liabilities $ 4,574 $ 6,176 |
Equity Award Plans (Tables)
Equity Award Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity Award Plans [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the 2006 Plan and the 2013 Plan i s as follows: Options Outstanding Number of Weighted Average Weighted Average Aggregate Balances at December 31, 2021 383 $ 23.23 4.85 $ — Options forfeited and cancelled ( 46 ) 49.54 — — Balances at September 30, 2022 337 19.67 4.70 — Options exercisable 322 20.40 4.61 — Options vested 322 20.40 4.61 — Options vested and expected to vest 337 19.67 4.70 — |
Summary of RSU Activity | A summary of RSU activity under the 2013 Plan is as follows: RSUs Outstanding Number of Weighted Average Granted and unvested at December 31, 2021 1,542 $ 4.60 RSUs granted 1,105 1.92 RSUs vested ( 557 ) 3.70 RSUs cancelled and withheld to cover taxes ( 241 ) 6.19 Granted and unvested at September 30, 2022 1,849 $ 3.06 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense was allocate d as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenues $ 148 $ 103 $ 362 $ 184 Sales and marketing 99 122 431 258 Research and development 303 159 740 390 General and administrative 405 248 1,079 441 Total $ 955 $ 632 $ 2,612 $ 1,273 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Maturities of Lease Liabilities | The maturities of operating lease liabilities as of September 30, 2022 are as follows: 2022 (remaining three months) $ 455 2023 1,822 2024 1,822 2025 455 Total lease payments 4,554 Less: Amount representing imputed interest ( 314 ) Present value of lease liabilities 4,240 Less: Current portion of lease liabilities ( 1,620 ) Non-current portion of lease liabilities $ 2,620 |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to operating leases was as follows: Nine Months Ended Nine Months Ended September 30, 2022 September 30, 2021 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ — $ 15 Operating cash flows from operating leases 3,481 5,074 ROU assets obtained in exchange for lease liabilities: Operating lease liabilities $ 5,015 $ — |
Net Loss Per Share Available _2
Net Loss Per Share Available to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net los s per share: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net loss available to common stockholders $ ( 5,736 ) $ ( 3,130 ) $ ( 13,109 ) $ ( 7,843 ) Denominator: Weighted average number of shares, basic and diluted 16,030 14,500 15,741 11,956 Net loss per share available to common stockholders Basic and diluted net loss per common share available to common stockholders $ ( 0.36 ) $ ( 0.22 ) $ ( 0.83 ) $ ( 0.66 ) |
Schedule of Potential Shares Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share | The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because including them would hav e been anti-dilutive: Three and Nine Months Ended September 30, 2022 2021 Options to purchase common stock 337 384 Unvested RSUs 1,849 1,511 Total 2,186 1,895 |
Summary of Business and Signi_3
Summary of Business and Significant Accounting Policies - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Aug. 31, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Aug. 03, 2021 | Jul. 15, 2021 | ||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Net loss | $ (5,736) | $ (3,130) | $ (13,109) | $ (7,843) | $ (12,944) | |||||
Accumulated deficit | (317,216) | (317,216) | (304,107) | [1] | ||||||
Cash, cash equivalents and restricted cash | 31,691 | 31,691 | ||||||||
Aggregate gross sales price | $ 22,800 | $ 22,800 | $ 40,000 | |||||||
Issuance of common stock through equity distribution agreement, net of offering costs | 38,654 | 41,679 | ||||||||
Allowance for doubtful accounts | 649 | 649 | 786 | |||||||
Allowance for potential customer revenue credits | 115 | 115 | 131 | |||||||
Impairment of long-lived assets held-for-use | 0 | $ 0 | ||||||||
Offering costs | $ 1,345 | $ 1,502 | ||||||||
Accounting Standards Update 2019-12 [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Accounting standards update, adopted [true false] | true | true | ||||||||
Accounting standards update, immaterial effect [true false] | true | true | ||||||||
Maximum [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Aggregate gross sales price | $ 50,000 | $ 50,000 | 100,000 | |||||||
Offering costs | 100,000 | |||||||||
At-the-market Offering [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Aggregate gross sales price | $ 50,000 | 50,000 | ||||||||
2021 Equity Distribution Agreement [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Issuance of common stock through equity distribution agreement, net of offering costs (in shares) | 4,316,000 | |||||||||
Issuance of common stock through equity distribution agreement, net of offering costs | $ 38,800 | |||||||||
Weighted average sales price (in dollars per share) | $ 9.27 | |||||||||
2021 Equity Distribution Agreement [Member] | JMP Securities [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Aggregate gross sales price | $ 50,000 | |||||||||
2021 Equity Distribution Agreement [Member] | At-the-market Offering [Member] | JMP Securities [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Issuance of common stock through equity distribution agreement, net of offering costs (in shares) | 4,316,000 | |||||||||
Issuance of common stock through equity distribution agreement, net of offering costs | $ 38,800 | |||||||||
Offering costs | $ 1,200 | |||||||||
2021 Equity Distribution Agreement [Member] | At-the-market Offering [Member] | JMP Securities [Member] | Maximum [Member] | ||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||
Aggregate gross sales price | $ 40,000 | |||||||||
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | |||||
Subscription contracts term | 1 year | ||||
Revenues | $ 4,977 | $ 6,155 | $ 14,858 | $ 18,557 | |
Deferred costs expected period of benefit | 30 months | ||||
Unsatisfied performance obligation on subscription contract term | 1 year | ||||
Impairment losses related to costs capitalized | 0 | 0 | $ 0 | $ 0 | |
Google [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Strategic agreement term, optional renewal term | 1 year | ||||
Revenues | 1,788 | $ 2,283 | 5,363 | $ 6,849 | |
Accounts receivable | $ 1,788 | $ 1,788 | $ 1,788 | ||
Google [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Percentage of concentration risk | 42% | 39% | |||
Maximum [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Subscription contracts term | 2 years | ||||
Advance advertiser invoicing period | 12 months | ||||
Minimum [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Advance advertiser invoicing period | 3 months | ||||
Subscription remaining performance obligations expected duration | 1 year |
Revenues - Expected Future Reve
Revenues - Expected Future Revenue for Subscription Services Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 791 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 320 |
Remaining performance obligation, satisfaction period | 3 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 457 |
Remaining performance obligation, satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 14 |
Remaining performance obligation, satisfaction period | 1 year |
Revenues - Expected Future Re_2
Revenues - Expected Future Revenue for Subscription Services Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details1) $ in Thousands | Sep. 30, 2022 USD ($) |
Disaggregation of Revenue [Line Items] | |
Subscription Services Revenues | $ 791 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 4,977 | $ 6,155 | $ 14,858 | $ 18,557 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Remaining performance obligation, satisfaction period | 3 months | 3 months | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Remaining performance obligation, satisfaction period | 1 year | 1 year | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | ||||
Disaggregation Of Revenue [Line Items] | ||||
Remaining performance obligation, satisfaction period | 1 year | 1 year | ||
Google [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Revenues | $ 1,788 | $ 2,283 | $ 5,363 | $ 6,849 |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | ||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | $ 4,977 | $ 6,155 | $ 14,858 | $ 18,557 | |
Subscriptions [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 3,090 | 3,832 | 9,379 | 11,595 | |
Strategic Agreements [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 1,887 | 2,323 | 5,479 | 6,962 | |
United States of America [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 4,023 | 4,799 | 11,710 | 14,252 | |
United Kingdom [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | 561 | 690 | 1,716 | 2,328 | |
Other [Member] | |||||
Disaggregation Of Revenue [Line Items] | |||||
Revenues | [1] | $ 393 | $ 666 | $ 1,432 | $ 1,977 |
[1] No individual country within the “Other” category accounted for 10% or more of revenues for any period presented. |
Revenues - Changes in Balances
Revenues - Changes in Balances of Deferred Costs to Obtain and Fulfill Contracts (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Deferred Costs to Obtain Contracts [Member] | |
Capitalized Contract Cost [Line Items] | |
Balance at beginning of period | $ 207 |
Costs deferred | 298 |
Amortization | (164) |
Balance at end of period | 341 |
Deferred Costs to Fulfill Contracts [Member] | |
Capitalized Contract Cost [Line Items] | |
Balance at beginning of period | 154 |
Costs deferred | 83 |
Amortization | (96) |
Balance at end of period | $ 141 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |||
Total cash and cash equivalents | $ 31,476 | $ 46,842 | [1] |
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
Balance Sheet Components - Co_2
Balance Sheet Components - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | ||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 52,412 | $ 55,645 | |
Less: Accumulated depreciation and amortization | (49,207) | (52,023) | |
Property and equipment, net | 3,205 | 3,622 | [1] |
Software, Including Internally Developed Software [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 32,642 | 31,220 | |
Estimated useful life | 3 years | ||
Computer Equipment [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 18,628 | 18,681 | |
Computer Equipment [Member] | Minimum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Computer Equipment [Member] | Maximum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life | 4 years | ||
Leasehold Improvements [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 512 | 4,138 | |
Office Equipment, Furniture and Fixtures [Member] | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment, gross | $ 630 | $ 1,606 | |
Office Equipment, Furniture and Fixtures [Member] | Minimum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life | 3 years | ||
Office Equipment, Furniture and Fixtures [Member] | Maximum [Member] | |||
Property Plant And Equipment [Line Items] | |||
Estimated useful life | 5 years | ||
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |||
Depreciation and amortization | $ 1,827 | $ 2,476 | |
Finance lease right of use of assets | $ 3,700 |
Balance Sheet Components - Co_3
Balance Sheet Components - Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |||
Accrued salary and payroll-related expenses | $ 1,370 | $ 3,091 | |
Accrued liabilities | 958 | 962 | |
Income taxes payable | 470 | 336 | |
Advanced billings | 373 | 334 | |
Other | 1,403 | 1,453 | |
Total accrued expenses and other current liabilities | $ 4,574 | $ 6,176 | [1] |
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
Borrowing - Additional Informat
Borrowing - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | ||
May 31, 2020 | Feb. 28, 2022 | Jan. 31, 2022 | Sep. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Repayments of Debt | $ 203 | |||
Loan, payment description | the Company repaid the remaining outstanding balance of approximately $203 in February 2022. | |||
Non-cash gain | $ 3,117 | |||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of the loan | $ 3,320 | |||
Loan, maturity period | 2 years | |||
Loan, interest rate | 1% | |||
Loan Forgiveness | $ 3,117 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2020 Employee | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | |
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring related expenses | $ 154 | $ 266 | ||
2020 Restructuring Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Restructuring related expenses | $ 3 | |||
Restructuring and Reduction in Force Plan [Member] | 2020 Restructuring Plan [Member] | ||||
Restructuring Cost And Reserve [Line Items] | ||||
Expected reduction of workforce | Employee | 60 |
Shelf Registration and At-the_2
Shelf Registration and At-the-Market Offering - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 31, 2021 | Jul. 15, 2021 | Jul. 31, 2021 | Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Aug. 03, 2021 | |
Registration Payment Arrangement [Line Items] | ||||||||
Aggregate gross sales price | $ 22,800 | $ 40,000 | $ 22,800 | |||||
Proceeds from sales | $ 38,654 | $ 41,679 | ||||||
Offering costs | $ 1,345 | $ 1,502 | ||||||
Remaining shares available under Initial Registration Statement | 37,000 | |||||||
Additional shares under Initial Registration Statement | $ 3,000 | |||||||
At-the-market Offering [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Aggregate gross sales price | 50,000 | 50,000 | ||||||
2019 Equity Distribution Agreement [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Issuance of common stock (in shares) | 1,186,000 | |||||||
Proceeds from sales | $ 3,025 | |||||||
Offering costs | $ 157 | |||||||
Weighted average sales price (in dollars per share) | $ 2.68 | |||||||
2021 Equity Distribution Agreement [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Issuance of common stock (in shares) | 4,316,000 | |||||||
Proceeds from sales | $ 38,800 | |||||||
Weighted average sales price (in dollars per share) | $ 9.27 | |||||||
Maximum [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Aggregate gross sales price | $ 50,000 | 100,000 | ||||||
Offering costs | $ 100,000 | |||||||
JMP Securities [Member] | 2021 Equity Distribution Agreement [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Aggregate gross sales price | $ 50,000 | |||||||
Compensation percentage | 3% | |||||||
Net of securities fees | $ 1,200 | |||||||
JMP Securities [Member] | 2021 Equity Distribution Agreement [Member] | At-the-market Offering [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Issuance of common stock (in shares) | 4,316,000 | |||||||
Proceeds from sales | $ 38,800 | |||||||
Offering costs | $ 1,200 | |||||||
JMP Securities [Member] | Maximum [Member] | 2019 Equity Distribution Agreement [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Aggregate gross sales price | $ 13,000 | |||||||
Compensation percentage | 5% | |||||||
JMP Securities [Member] | Maximum [Member] | 2021 Equity Distribution Agreement [Member] | At-the-market Offering [Member] | ||||||||
Registration Payment Arrangement [Line Items] | ||||||||
Aggregate gross sales price | $ 40,000 |
Equity Award Plans - Additional
Equity Award Plans - Additional Information (Details) - shares | 3 Months Ended | 9 Months Ended | |||
Jan. 01, 2022 | Feb. 28, 2013 | Jun. 30, 2022 | Jun. 30, 2021 | Sep. 30, 2022 | |
2013 Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares reserved for issuance (in shares) | 643,000 | 735,000 | |||
Percentage of increase in outstanding common shares | 5% | ||||
2013 Plan [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase in shares available for issuance (in shares) | 777,000 | ||||
2013 Employee Stock Purchase Plan [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Common stock shares reserved for issuance (in shares) | 143,000 | 346,000 | |||
Increase in shares available for issuance (in shares) | 100,000 | ||||
Percentage of lesser of fair market value of common stock | 85% | ||||
Percentage of increase in outstanding shares | 1% | ||||
Stock issued during period (in shares) | 13,000 | 13,000 | |||
2013 Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||
Increase in shares available for issuance, authorized (in shares) | 100,000 |
Equity Award Plans - Summary of
Equity Award Plans - Summary of Stock Options Activity (Details) - 2006 and 2013 Plan [Member] - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Number of Shares | ||
Balance at beginning of period | 383,000 | |
Options forfeited and cancelled | (46,000) | |
Balance at end of period | 337,000 | 383,000 |
Options exercisable | 322,000 | |
Options vested | 322,000 | |
Options vested and expected to vest | 337,000 | |
Weighted Average Exercise Price Per Share | ||
Balance at beginning of period | $ 23.23 | |
Options forfeited and cancelled | 49.54 | |
Balance at end of period | 19.67 | $ 23.23 |
Options exercisable | 20.40 | |
Options vested | 20.40 | |
Options vested and expected to vest | $ 19.67 | |
Weighted Average Remaining Contractual Term (in Years) | ||
Options outstanding | 4 years 8 months 12 days | 4 years 10 months 6 days |
Options exercisable | 4 years 7 months 9 days | |
Options vested | 4 years 7 months 9 days | |
Options vested and expected to vest | 4 years 8 months 12 days | |
Aggregate Intrinsic Value | ||
Options outstanding | $ 0 | $ 0 |
Options exercisable | 0 | |
Options vested | 0 | |
Options vested and expected to vest | $ 0 |
Equity Award Plans - Summary _2
Equity Award Plans - Summary of RSU Activity (Details) - 2013 Plan [Member] - RSUs [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Granted and unvested at beginning of period | shares | 1,542,000 |
RSUs granted | shares | 1,105,000 |
RSUs vested | shares | (557,000) |
RSUs cancelled and withheld to cover taxes | shares | (241,000) |
Granted and unvested at end of period | shares | 1,849,000 |
Weighted Average Grant Date Fair Value Per Unit | |
Granted and unvested at beginning of period | $ / shares | $ 4.60 |
RSUs granted | $ / shares | 1.92 |
RSUs vested | $ / shares | 3.70 |
RSUs cancelled and withheld to cover taxes | $ / shares | 6.19 |
Granted and unvested at end of period | $ / shares | $ 3.06 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 955 | $ 632 | $ 2,612 | $ 1,273 |
Cost of Revenues [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 148 | 103 | 362 | 184 |
Sales and Marketing [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 99 | 122 | 431 | 258 |
Research and Development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 303 | 159 | 740 | 390 |
General and Administrative [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 405 | $ 248 | $ 1,079 | $ 441 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Expected life | 6 months | |||
Stock Options [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Options exercised (in shares) | 0 | 0 | 0 | 0 |
Unrecognized compensation cost related to options | $ 58 | $ 58 | ||
Share-based compensation, weighted average recognized period | 1 month 6 days | |||
RSUs [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation, weighted average recognized period | 1 year 7 months 6 days | |||
Unrecognized compensation cost related to RSUs | 4,580 | $ 4,580 | ||
Software, Including Internally Developed Software [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based payment arrangement, amount capitalized | $ 29 | $ 23 | $ 79 | $ 63 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | [1] | |
Leases [Abstract] | ||||||
Weighted average discount rate, operating lease | 6% | 6% | ||||
Weighted average remaining lease term, operating lease | 2 years 6 months | 2 years 6 months | ||||
Right-of-use assets, operating leases | $ 4,240 | $ 4,240 | $ 1,660 | |||
Operating lease rental expense | 718 | $ 1,495 | 3,152 | $ 4,733 | ||
Sublease income | $ 45 | $ 271 | $ 587 | $ 813 | ||
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | [1] |
Maturities of Operating Lease Liabilities [Abstract] | |||
2022 (remaining Three months) | $ 455 | ||
2023 | 1,822 | ||
2024 | 1,822 | ||
2025 | 455 | ||
Total lease payments | 4,554 | ||
Less: Amount representing imputed interest | (314) | ||
Present value of lease liabilities | 4,240 | ||
Less: Current portion of lease liabilities | (1,620) | $ (2,006) | |
Non-current portion of lease liabilities | $ 2,620 | $ 0 | |
[1] Derived from the Company’s audited consolidated financial statements as of December 31, 2021. |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Financing cash flows from finance leases | $ 0 | $ 15 |
Operating cash flows from operating leases | 3,481 | 5,074 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating lease liabilities | $ 5,015 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ 105 | $ 153 | $ 241 | $ (44) |
Pre-tax loss | (5,631) | (2,977) | (12,868) | (7,887) |
Uncertain tax positions, interest or penalties | $ 0 | $ 0 | $ 0 | $ 0 |
Net Loss Per Share Available _3
Net Loss Per Share Available to Common Stockholders - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Numerator: | |||||
Net loss available to common stockholders | $ (5,736) | $ (3,130) | $ (13,109) | $ (7,843) | $ (12,944) |
Denominator: | |||||
Weighted average number of shares, basic | 16,030 | 14,500 | 15,741 | 11,956 | |
Weighted average number of shares, diluted | 16,030 | 14,500 | 15,741 | 11,956 | |
Net loss per share available to common stockholders | |||||
Basic net loss per common share available to common stockholders | $ (0.36) | $ (0.22) | $ (0.83) | $ (0.66) | |
Diluted net loss per common share available to common stockholders | $ (0.36) | $ (0.22) | $ (0.83) | $ (0.66) |
Net Loss Per Share Available _4
Net Loss Per Share Available to Common Stockholders - Schedule of Potential Shares of Common Shares Outstanding (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of diluted net loss per share (in shares) | 2,186 | 1,895 | 2,186 | 1,895 |
Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of diluted net loss per share (in shares) | 337 | 384 | 337 | 384 |
Unvested RSUs [Member] | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Shares excluded from computation of diluted net loss per share (in shares) | 1,849 | 1,511 | 1,849 | 1,511 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2022 Segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 1 |
Number of operating segment | 1 |