Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Title of 12(b) Security | Common Stock, $0.001 Par Value Per Share | ||
Trading Symbol | DMRC | ||
Security Exchange Name | NASDAQ | ||
Entity Registrant Name | Digimarc CORP | ||
Entity Central Index Key | 0001438231 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Shell Company | false | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 17,687,331 | ||
Entity Public Float | $ 431 | ||
Entity File Number | 001-34108 | ||
Entity Incorporation, State or Country Code | OR | ||
Entity Tax Identification Number | 26-2828185 | ||
Entity Address, Address Line One | 9405 SW Gemini Drive | ||
Entity Address, City or Town | Beaverton | ||
Entity Address, State or Province | OR | ||
Entity Address, Postal Zip Code | 97008 | ||
City Area Code | 503 | ||
Local Phone Number | 469-4800 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 185 | ||
Auditor Name | KPMG, LLP | ||
Auditor Location | Portland, Oregon | ||
Documents Incorporated by Reference | Portions of the registrant’s proxy statement pursuant to Regulation 14A (the “Proxy Statement”) for its 2022 annual meeting of shareholders are incorporated by reference into Items 10, 11, 12, 13 and 14 of Part III of this Annual Report on Form 10-K. The registrant intends to file the Proxy Statement not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 13,789 | $ 19,696 |
Marketable securities | 19,537 | 58,032 |
Trade accounts receivable, net | 6,368 | 3,907 |
Loan receivable from related party | 2,001 | |
Other current assets | 2,316 | 2,197 |
Total current assets | 44,011 | 83,832 |
Marketable securities | 8,292 | |
Property and equipment, net | 2,875 | 3,272 |
Intangibles, net | 6,611 | 6,612 |
Goodwill | 1,114 | 1,114 |
Other assets | 1,973 | 2,198 |
Total assets | 64,876 | 97,028 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 4,727 | 2,827 |
Deferred revenue | 2,989 | 3,002 |
Note payable, current | 3,947 | |
Total current liabilities | 7,716 | 9,776 |
Lease liability and other long-term liabilities | 1,780 | 2,295 |
Note payable, long-term | 1,118 | |
Total liabilities | 9,496 | 13,189 |
Commitments and contingencies (Note 15) | ||
Shareholders’ equity: | ||
Preferred stock (par value $0.001 per share, 2,500 authorized, 10 shares issued and outstanding at December 31, 2021 and 2020) | 50 | 50 |
Common stock (par value $0.001 per share, 50,000 authorized, 16,940 and 16,735 shares issued and outstanding at December 31, 2021 and 2020, respectively) | 17 | 17 |
Additional paid-in capital | 261,324 | 255,024 |
Accumulated deficit | (206,011) | (171,252) |
Total shareholders’ equity | 55,380 | 83,839 |
Total liabilities and shareholders’ equity | $ 64,876 | $ 97,028 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,500 | 2,500 |
Preferred stock, shares issued | 10 | 10 |
Preferred stock, shares outstanding | 10 | 10 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 50,000 | 50,000 |
Common stock, shares issued | 16,940 | 16,735 |
Common stock, shares outstanding | 16,940 | 16,735 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue: | ||
Total revenue | $ 26,520 | $ 23,990 |
Cost of revenue: | ||
Total cost of revenue | 8,777 | 7,934 |
Gross profit | 17,743 | 16,056 |
Operating expenses: | ||
Sales and marketing | 20,433 | 18,845 |
Research, development and engineering | 17,542 | 17,314 |
General and administrative | 19,634 | 12,710 |
Total operating expenses | 57,609 | 48,869 |
Operating loss | (39,866) | (32,813) |
Other income: | ||
Gain on extinguishment of note payable | 5,094 | |
Other income (loss) | 29 | 277 |
Other income, net | 5,123 | 277 |
Loss before income taxes | (34,743) | (32,536) |
Provision for income taxes | (16) | (1) |
Net loss | (34,759) | (32,537) |
Beneficial conversion feature | (11,443) | |
Net loss attributable to common shares | $ (34,759) | $ (43,980) |
Earnings (loss) per common share: | ||
Loss per common share — basic | $ (2.11) | $ (3.41) |
Loss per common share — diluted | $ (2.11) | $ (3.41) |
Weighted average common shares outstanding — basic | 16,463 | 12,906 |
Weighted average common shares outstanding — diluted | 16,463 | 12,906 |
Service [Member] | ||
Revenue: | ||
Total revenue | $ 15,006 | $ 13,881 |
Cost of revenue: | ||
Total cost of revenue | 6,299 | 5,827 |
Subscription [Member] | ||
Revenue: | ||
Total revenue | 11,514 | 10,109 |
Cost of revenue: | ||
Total cost of revenue | $ 2,478 | $ 2,107 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Series B Preferred Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member]Series B Preferred Stock [Member] | Common Stock [Member] | Common Stock [Member]Series B Preferred Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]Series B Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member]Series B Preferred Stock [Member] |
Balance at Dec. 31, 2019 | $ 49,450 | $ 50 | $ 12 | $ 188,103 | $ (138,715) | |||||
Balance, shares at Dec. 31, 2019 | 10,000 | 12,446,000 | ||||||||
Exercise of stock options | $ 5,922 | $ 0 | $ 1 | 5,921 | 0 | |||||
Exercise of stock options, shares | 358,000 | 0 | 358,000 | |||||||
Issuance of restricted common stock | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||
Issuance of restricted common stock, shares | 0 | 256,000 | ||||||||
Forfeiture of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | |||||
Forfeiture of restricted common stock, shares | 0 | (15,000) | ||||||||
Purchase and retirement of common stock | (3,760) | $ 0 | $ 0 | (3,760) | 0 | |||||
Purchase and retirement of common stock, shares | 0 | (212,000) | ||||||||
Stock-based compensation | 9,273 | $ 0 | $ 0 | 9,273 | 0 | |||||
Net loss | (32,537) | 0 | 0 | 0 | (32,537) | |||||
Balance at Dec. 31, 2020 | 83,839 | $ 50 | $ 17 | 255,024 | (171,252) | |||||
Balance, shares at Dec. 31, 2020 | 10,000 | 16,735,000 | ||||||||
Issuance of stock, net of issuance costs | 38,603 | $ 16,888 | $ 0 | $ 17 | $ 3 | $ 0 | 38,600 | $ 16,871 | 0 | $ 0 |
Issuance of stock, net of issuance costs, shares | 0 | 17,000 | 2,704,000 | |||||||
Record Series B beneficial conversion feature | 11,443 | $ 0 | 0 | 11,443 | 0 | |||||
Accrete Series B beneficial conversion feature | (11,443) | 0 | 0 | (11,443) | 0 | |||||
Conversion of Series B preferred stock to common stock | $ 0 | $ (17) | $ 1 | $ 16 | $ 0 | |||||
Conversion of Series B preferred stock to common stock, shares | (17,000) | 1,198,000 | ||||||||
Exercise of stock options | $ 6,007 | $ 0 | $ 0 | 6,007 | 0 | |||||
Exercise of stock options, shares | 220,000 | 0 | 220,000 | |||||||
Issuance of restricted common stock | $ 0 | $ 0 | $ 0 | 0 | 0 | |||||
Issuance of restricted common stock, shares | 0 | 255,000 | ||||||||
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 | |||||
Vesting of restricted stock units,shares | 112,000 | |||||||||
Forfeiture of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | |||||
Forfeiture of restricted common stock, shares | 0 | (65,000) | ||||||||
Purchase and retirement of common stock | (11,779) | $ 0 | $ 0 | (11,779) | 0 | |||||
Purchase and retirement of common stock, shares | 0 | (317,000) | ||||||||
Stock-based compensation | 12,072 | $ 0 | $ 0 | 12,072 | 0 | |||||
Net loss | (34,759) | 0 | 0 | 0 | (34,759) | |||||
Balance at Dec. 31, 2021 | $ 55,380 | $ 50 | $ 17 | $ 261,324 | $ (206,011) | |||||
Balance, shares at Dec. 31, 2021 | 10,000 | 16,940,000 | ||||||||
Issuance of stock, net of issuance costs, shares | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (34,759) | $ (32,537) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation, amortization and write-off of property and equipment | 1,370 | 1,531 |
Amortization and write-off of intangibles | 678 | 771 |
Amortization of right of use assets under operating leases | 493 | 470 |
Amortization of net premiums (discounts) on marketable securities | 650 | 204 |
Gain on extinguishment of note payable | (5,032) | |
Stock-based compensation | 11,936 | 9,115 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | (2,647) | 114 |
Other current assets | (119) | 259 |
Other assets | (83) | (8) |
Accounts payable and other accrued liabilities | 2,078 | 512 |
Deferred revenue | (10) | (199) |
Lease liability and other long-term liabilities | (671) | (170) |
Net cash used in operating activities | (26,116) | (19,938) |
Cash flows from investing activities: | ||
Loan to related party | (2,000) | |
Purchase of property and equipment | (966) | (1,020) |
Capitalized patent costs | (606) | (612) |
Maturities of marketable securities | 82,076 | 42,951 |
Purchases of marketable securities | (52,523) | (75,583) |
Net cash provided by (used in) investing activities | 25,981 | (34,264) |
Cash flows from financing activities: | ||
Issuance of common stock, net of issuance costs | 38,603 | |
Issuance of preferred stock, net of issuance costs | 16,888 | |
Exercise of stock options | 5,922 | |
Proceeds from note payable | 5,032 | |
Purchase of common stock | (5,772) | (3,760) |
Net cash provided by (used in) financing activities | (5,772) | 62,685 |
Net increase (decrease) in cash and cash equivalents | (5,907) | 8,483 |
Cash and cash equivalents at beginning of period | 19,696 | 11,213 |
Cash and cash equivalents at end of period | 13,789 | 19,696 |
Supplemental disclosure of cash flow information: | ||
Cash received (paid) for income taxes, net | (40) | 20 |
Supplemental schedule of non-cash investing and financing activities: | ||
Property and equipment and patent costs in accounts payable | (58) | 76 |
Stock-based compensation capitalized to software and patent costs | 136 | 158 |
Cashless exercise of stock options | $ 6,007 | |
Beneficial conversion feature | 11,443 | |
Series B preferred stock dividend, converted into common stock | $ 248 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | (1) Description of Business and Summary of Significant Accounting Policies Description of Business Digimarc Corporation (“Digimarc” or the “Company”), an Oregon corporation, is a pioneer of digital watermarking solutions, which enable a more efficient, reliable and economical means of automatic identification. Digimarc technology can be used to apply a unique digital identity to virtually all media objects, including product packaging, commercial print, audio and video. These digital identities can be automatically identified by an enabled ecosystem of industrial scanners, smartphones and other interfaces. The technology features: • Digimarc watermarks: a data carrier that can provide a unique digital identity to media objects and is generally visibly imperceptible to people and therefore can be repeated many times over the surface of media objects. • Digimarc Discover: a software program for computing devices and network interfaces that recognizes and decodes digital identities applied to media objects. These digital identities can be applied to media objects using Digimarc watermarks, quick response codes and universal product codes, among other types of codes. • Digimarc Verify: a suite of software tools used to inspect and verify that the digital identity applied via Digimarc watermarks to media objects are accurate and effective. Together, these core capabilities enable organizations, application developers, and other solution providers to build new and improve existing automatic identification solutions. Principles of Consolidation The consolidated financial statements include the accounts of Digimarc and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. D igimarc acquired EVRYTHNG Limited (“EVRYTHNG”) on January 3, 2022. The financial results of EVRYTHNG will be consolidated with Digimarc’s financial results prospectively. See Note 16 for information related to the EVRYTHNG acquisition. Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The Company’s accounting policies for revenue recognition require higher degrees of judgment than others in their application. Management bases its estimates on historical experience and on other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. Reclassifications Certain prior period amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to current period presentation, including the reclassification of revenue by major target market in Note 2. These reclassifications had no material effect on the results of operations or financial position for any period presented. Cash Equivalents The Company considers all highly liquid marketable securities with original maturities of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents include money market securities, commercial paper and pre-refunded municipals totaling $2,478 and $18,568 at December 31, 2021 and 2020, respectively. Cash equivalents are carried at either cost or amortized cost depending on the type of security, which approximates fair value. Marketable Securities The Company considers all investments with original maturities over 90 days that mature in less than one-year from the balance sheet date to be short-term marketable securities. Short-term marketable securities primarily include commercial paper, corporate notes, federal agency notes and pre-refunded municipals. The Company’s marketable securities are classified as held-to-maturity and are reported at amortized cost, which approximates market value. A decline in the market value of any security below amortized cost that is deemed to be other-than-temporary results in a reduction in the carrying amount. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating that the cost of the investment is recoverable outweighs evidence to the contrary. There have been no other-than-temporary impairments identified or recorded by the Company. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using a method that approximates the effective interest method. Under this method, dividend and interest income are recognized when earned. Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 “ Fair Value Measurements and Disclosures The Company’s fair value hierarchy for its cash equivalents and marketable securities as of December 31, 2021 and 2020, respectively, was as follows: December 31, 2021 Level 1 Level 2 Level 3 Total Money market securities $ 2,478 $ — $ — $ 2,478 Commercial paper — 13,382 — 13,382 Corporate notes — 9,585 — 9,585 Federal agency notes — 3,799 — 3,799 Pre-refunded municipals — 1,063 — 1,063 Total $ 2,478 $ 27,829 $ — $ 30,307 December 31, 2020 Level 1 Level 2 Level 3 Total Money market securities $ 10,988 $ — $ — $ 10,988 Commercial paper — 36,478 — 36,478 Pre-refunded municipals — 26,697 — 26,697 Corporate notes — 2,437 — 2,437 Total $ 10,988 $ 65,612 $ — $ 76,600 The fair value maturities of the Company’s cash equivalents and marketable securities as of December 31, 2021 are as follows: Maturities by Period Total Less 1 year 1-5 years 5 - 10 years More than 10 years Cash equivalents and marketable securities $ 30,307 $ 22,015 $ 8,292 $ — $ — The estimated fair values of the Company’s financial instruments, which include accounts receivable, loan receivable from related party, accounts payable and other accrued liabilities, approximate their carrying values due to the short-term nature of these instruments. Concentrations of Business and Credit Risk A significant portion of the Company’s business depends on a limited number of large contracts. The loss of any large contract may result in loss of revenue and margin on a prospective basis. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company places its cash and cash equivalents with major banks and financial institutions and at times deposits may exceed insured limits. Other than cash used for operating needs, which may include short-term marketable securities with the Company’s principal banks, the Company’s investment policy limits its credit exposure to any one financial institution or type of financial instrument by limiting the maximum of 5% of its cash equivalents and marketable securities or $1,000, whichever is greater, to be invested in any one issuer except for the U.S. government, U.S. federal agencies and U.S. backed securities, which have no limits, at the time of purchase. The Company’s investment policy also limits its credit exposure by limiting the maximum of 40% of its cash equivalents and marketable securities, or $15,000, whichever is greater, to be invested in any one industry category, (e.g., financial or energy industries), at the time of purchase. As a result, the Company’s credit risk associated with cash and cash equivalents and marketable securities is believed to be minimal. The Company manages credit risk on accounts receivable by evaluating a customer’s credit worthiness before extending any significant amount of credit. There is a significant concentration of accounts receivable at vary times from our two largest customers. Both customers have significant financial means and a history of paying their invoices timely. The Company does not have a history of significant bad debt write-offs. As a result, the Company’s credit risk associated with accounts receivable is believed to be low. Contingencies The Company evaluates all pending or threatened contingencies or commitments, if any, that are reasonably likely to have a material adverse effect on the Company’s operations or financial position. The Company assesses the probability of an adverse outcome and determines if it is remote, reasonably possible or probable as defined in accordance with ASC 450 “ Contingencies Goodwill The Company tests goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying value may exceed the fair value, in accordance with ASC 350 “ Intangibles – Goodwill and Other. Impairment of Long-Lived Assets The Company assesses long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360 “ Property, Plant and Equipment Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net undiscounted cash flows expected to be generated by the assets over their remaining useful life. If such assets are considered to be impaired, the impairment would be recognized in operating results at the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Research and Development Research and development costs are expensed as incurred in accordance with ASC 730 “ Research and Development Software Development Costs Under ASC 985 “ Software Patent Costs Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. Revenue Recognition See Note 2 for detailed disclosures of the Company’s revenue recognition policy. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 “ Compensation—Stock Compensation For stock options, the Company uses the Black-Scholes option pricing model as its method of valuation. The Company’s determination of the fair value on the date of grant (measurement date) is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected life of the award, the Company’s expected stock price volatility over the term of the award, the risk-free interest rate and the expected dividend yield. For restricted stock and restricted stock units that vest upon meeting a service condition, the Company uses the fair market value of the Company’s common stock on the date of the grant (measurement date) as its method of valuation. For performance restricted stock units that vest upon meeting both a market condition and a service condition, the Company uses the Monte Carlo Simulation model as its method of valuation. The Company’s determination of the fair value on the date of grant (measurement date) is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the award and the risk-free interest rate. Although the fair value of stock-based awards is determined in accordance with ASC 718 and Staff Accounting Bulletin (“SAB”) No. 107 “ Shared-Based Payment ” Income Taxes The Company accounts for income taxes in accordance with ASC 740 “ Income Taxes The Company records valuation allowances on deferred tax assets if, based on available evidence, it is more-likely-than-not that all or some portion of the assets will not be realized. The Company is subject to income taxes within the U.S. and other countries, and, in the ordinary course of business, there are transactions and calculations where the ultimate tax determination is uncertain. The Company reports a liability (or contra asset) for unrecognized tax benefits resulting from uncertain tax positions taken (or expected to be taken) on a tax return. The Company recognizes interest and penalties, if any, related to the unrecognized tax benefits in income tax expense. Liquidity Under the rules of ASC Subtopic 205-40 “ Presentation of Financial Statements-Going Concern” (“ASC 205-40”), The Company plans, as necessary, to secure additional capital in the future through increased revenue, exercise of the EVRYTHNG warrants, partnerships, collaborations, equity or debt financings, or other sources to carry out the Company’s planned business activities. If additional capital is not available when required, the Company may need to take steps to contain costs until such funding is received. Accounting Pronouncements Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income Taxes (ASC 740) Simplifying the Accounting for Income Taxes The adoption of this standard did not have a material impact on the Company’s financial condition, results of operations and disclosures . In October 2021, the FASB issued ASU No. 2021-08, “ Business Combination (ASC 805): Accounting for Contract Assets and Liabilities from Contracts with Customers he Company is currently evaluating the impact of adopting this standard on the Company’s financial condition, results of operations and disclosures in relation to the recent acquisition of EVRYTHNG. See Note 16 for information on the EVRYTHNG acquisition. Accounting Pronouncements Issued But Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | (2) Revenue Recognition The Company derives its revenue primarily from software development services and software subscriptions. Applicable revenue recognition criteria are considered separately for each performance obligation as follows: • Service revenue consists primarily of revenue earned from the performance of software development services and, to a lesser extent, professional services. The majority of software development contracts are structured as time and materials consulting agreements. Revenue for services is generally recognized as the services are performed. Billing for services rendered generally occurs within one month after the services are provided. • Subscription revenue consists primarily of revenue earned from the sale of software products and, to a lesser extent, the licensing or sale of intellectual property. The majority of subscription contracts are recurring, paid in advance and recognized over the term of the subscription, which is typically one to three years. C ustomer arrangements may contain multiple performance obligations such as software development services, software products, and maintenance and support fees. The Company accounts for individual products and services separately if they are distinct. To determine the transaction price, the Company considers the terms of the contract and the Company’s customary business practices. Some contracts may contain variable consideration. In those cases, the Company estimates the amount of variable consideration based on the sum of probability-weighted amounts in a range of possible consideration amounts. As part of this assessment, the Company will evaluate whether any of the variable consideration is constrained and if it is the Company will not include it in the transaction price. The consideration is allocated between distinct products and services based on their stand-alone selling prices. For items that are not sold separately, the Company estimates the standalone selling price based on reasonably available information, including market conditions, specific factors affecting the Company, and information about the customer. For distinct products and services, the Company typically recognizes the revenue associated with these performance obligations as they are delivered to the customer. Products and services that are not capable of being distinct are combined with other products or services until a distinct performance obligation is identified. All revenue recognized in the Consolidated Statements of Operations is considered to be revenue from contracts with customers. The following table provides information about disaggregated revenue by major target market in the Company’s single reporting segment: Year Ended Year Ended December 31, December 31, 2021 2020 Government Service $ 13,198 $ 13,263 Subscription 1,200 1,400 Total Government 14,398 14,663 Commercial Service $ 1,808 $ 618 Subscription 10,314 8,709 Total Commercial 12,122 9,327 Total $ 26,520 $ 23,990 The Company has contract assets from contracts with customers that are classified as “trade accounts receivable.” Financial information about trade accounts receivable is included in Note 6. The Company has contract liabilities from contracts with customers that are classified as “deferred revenue.” Deferred revenue consists of billings in advance for services and subscriptions for which the performance obligation has not been satisfied. The following table provides information about contract liabilities from contracts with customers: December 31, December 31, 2021 2020 Deferred revenue, current $ 2,989 $ 3,002 Deferred revenue, long-term 33 30 Total $ 3,022 $ 3,032 The Company recognized $2,966 of revenue during the year ended December 31, 2021 that was included in the contract liability balance as of December 31, 2020. The aggregate amount of the transaction prices from contractual obligations that are unsatisfied or partially unsatisfied was $16,870 and $17,921, as of December 31, 2021 and 2020, respectively. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | (3) Segment Information Geographic Information The Company derives its revenue from a single Revenue by geographic area, based upon the “bill-to” location, was as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Domestic $ 6,675 $ 7,419 International (1) 19,845 16,571 Total $ 26,520 $ 23,990 (1) Revenue from the Central Banks, consisting of a consortium of central banks around the world, is classified as international revenue. Reporting revenue by country for this customer is not practicable. Major Customers The following customers accounted for 10% or more of revenue: Year Ended Year Ended December 31, December 31, 2021 2020 Central Banks 54 % 60 % Walmart Inc. 12 % 13 % Long-lived assets by geographical area The Company’s long-lived assets are all domiciled in the U.S. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | (4) Stock-Based Compensation Stock-based compensation includes expense charges for all stock-based awards to employees and directors. These awards include stock options, restricted stock, restricted stock units, and performance restricted stock units. Stock-based compensation expense related to internal labor is capitalized to software and patent costs based on direct labor hours charged to capitalized software and patent costs. Determining Fair Value Stock Options The Company estimates the fair value of stock options on the date of grant (measurement date) using the Black-Scholes option pricing model. The Company recognizes the fair value of stock option awards on a straight-line basis over the vesting period of the award. The following inputs are used in the Black-Scholes option pricing model to estimate the fair value of stock options: Stock Price. The stock price represents the fair market value of the Company’s common stock on the date of the grant. Expected Life. The expected life of awards granted represents the period of time that they are expected to be outstanding. The Company determines the expected life based on historical experience with similar awards, giving consideration to the contractual terms and vesting schedules of the awards. Stock options granted generally vest over a service period of three years and have a contractual term of ten years. Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock based on historical prices over the most recent period commensurate with the expected life of the award. Risk-Free Interest Rate. The Company determines the risk-free interest rate using current U.S. treasury yields for bonds with a maturity commensurate with the expected life of the award. Expected Dividend Yield. The expected dividend yield is derived by the Company’s expected annual dividend rate over the expected term divided by the fair value of the Company’s common stock at the grant date. Black Scholes Option Valuation Inputs: Year Ended Year Ended December 31, December 31, 2021 2020 Stock price $ — $ 15.36 Expected life (years) — 3.25 Expected volatility — 70.91 % Risk-free interest rate — 0.25 % Expected dividend yield — 0 % There were no stock options granted during the year ended December 31, 2021 Restricted Stock The fair value of restricted stock awards is based on the fair market value of the Company’s common stock on the date of the grant (measurement date), and is recognized on a straight-line basis over the vesting period of the award. Restricted stock awards granted generally vest over a service period of three to four years for employee grants and one to three years for director grants. Restricted Stock Units The fair value of restricted stock unit (“RSU”) awards, which vest upon meeting a service condition, is based on the fair market value of the Company’s common stock on the date of the grant (measurement date) and is recognized on a straight-line basis over the service period of the award, which is generally 3 years. There were no RSUs granted during the year ended December 31, 2021. Performance Restricted Stock Units The fair value of performance restricted stock unit (“PRSU”) awards, which vest upon meeting a market condition, such as exceeding a target stock price in the future, and a service condition, is determined on the date of grant (measurement date) using the Monte Carlo Simulation model. The Company recognizes the fair value of the award on a straight-line basis over the service period of the award, which is generally 3 years. The following inputs are used in the Monte Carlo Simulation model to estimate the fair value of PRSUs: Stock Price. The stock price represents the fair market value of the Company’s common stock on the date of the grant. Expected Volatility. The Company estimates the volatility of its common stock at the date of grant based on the historical volatility of its common stock based on historical prices over the most recent period commensurate with the term of the award. Risk-Free Interest Rate. The Company determines the risk-free interest rate using current U.S. treasury yields for bonds with a maturity commensurate with the term of the award. Monte Carlo Simulation Inputs: Year Ended Year Ended December 31, December 31, 2021 2020 Stock price $ — $ 16.49 Expected volatility — 72.50 % Risk-free interest rate — 0.14 % There were no PRSUs granted during the year ended December 31, 2021. Bruce Davis notified the Company of his intention to retire as the Company’s President and Chief Executive Officer and as Chairman and a member of the Board of Directors effective April 12, 2021 (the “Transition Date”). In connection with his retirement, the Company entered into a Separation Agreement and General Release with Mr. Davis (the “Separation Agreement”), dated April 12, 2021. Pursuant to the Separation Agreement, Mr. Davis agreed to release certain claims he may have against the Company and other released parties, and Mr. Davis’s stock options, restricted stock and RSUs that vest solely based on continued service, and PRSUs that were earned and remained subject to time-based vesting, immediately vested with respect to the number of shares that would have vested if Mr. Davis’s employment had continued for an additional twenty-four months from the Transition Date, and his right to exercise vested stock options will expire on the earliest of (i) twenty-eight months from the Transition Date, (ii) the latest date the particular stock option could have expired by its original terms under any circumstances, or (iii) the tenth anniversary of the original date of grant of the particular stock option. The terms of the Separation Agreement resulted in the acceleration of vesting for 137 stock options, 30 RSUs, and 82 PRSUs and the forfeiture of 35 stock options, 15 RSUs, and 42 PRSUs. The terms of the Separation Agreement also resulted in a modification to all of Mr. Davis’s outstanding stock options, as the expiration date for exercise of the options was extended beyond the original terms of the options, and 21 PRSUs were modified to provide for accelerated vesting. In accordance with ASC 718, the Company calculated the fair value of the modified stock options and PRSUs and calculated the fair value of the original stock options and PRSUs immediately before the modification. The Company recorded additional stock-based compensation expense of $1,926 upon modification of these awards during the second quarter ended June 30, 2021. The Company incurred a total of $3,990 of stock-based compensation expense, including the impact of the modified awards noted above, during the second quarter ended June 30, 2021, associated with the Separation Agreement. Stock-based Compensation Year Ended Year Ended December 31, December 31, 2021 2020 Stock-based compensation: Cost of revenue $ 693 $ 745 Sales and marketing 2,691 2,152 Research, development and engineering 1,590 1,890 General and administrative 6,962 4,328 Stock-based compensation expense 11,936 9,115 Capitalized to software and patent costs 136 158 Total stock-based compensation $ 12,072 $ 9,273 The following table sets forth total unrecognized compensation cost related to non-vested stock-based awards granted under the Company’s equity compensation plans: Year Ended Year Ended December 31, December 31, 2021 2020 Total unrecognized compensation costs $ 11,301 $ 14,416 Total unrecognized compensation costs will be adjusted for any future forfeitures if and when they occur. The Company expects to recognize the total unrecognized compensation costs as of December 31, 2021 for stock options, restricted stock, RSU, and PRSU awards over weighted average periods through December 31, 2025 as follows: Stock Restricted Options Stock RSUs PRSUs Weighted average period — 1.36 years — — |
Earnings Per Common Share
Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Earnings Per Common Share | (5) Earnings Per Common Share The Company calculates basic and diluted earnings per common share in accordance with ASC 260 “ Earnings Per Share Basic earnings per common share excludes dilution and is calculated by dividing earnings to common shares by the weighted-average number of common shares outstanding for the period. Diluted earnings per common share is calculated by dividing earnings to common shares by the weighted-average number of common shares, as adjusted for the potentially dilutive effect of stock options, RSUs and PRSUs. The dilutive effect of stock options, RSUs and PRSUs is determined using the treasury stock method. The following table reconciles earnings (loss) per common share: Year Ended Year Ended December 31, December 31, 2021 2020 Basic Earnings (Loss) per Common Share: Net loss — basic $ (34,759 ) $ (32,537 ) Beneficial conversion feature — (11,443 ) Net loss attributable to common shares — basic $ (34,759 ) $ (43,980 ) Weighted average common shares outstanding — basic 16,463 12,906 Basic earnings (loss) per common share $ (2.11 ) $ (3.41 ) Diluted Earnings (Loss) per Common Share: Net loss attributable to common shares — diluted $ (34,759 ) $ (43,980 ) Weighted average common shares outstanding — diluted 16,463 12,906 Diluted earnings (loss) per common share $ (2.11 ) $ (3.41 ) See Note 12 for details on the beneficial conversion feature. The following table indicates the common stock equivalents related to stock options, RSUs and PRSUs that were anti-dilutive and excluded from diluted earnings per common share calculations: Year Ended Year Ended December 31, December 31, 2021 2020 Anti-dilutive shares due to: Exercise prices higher than the average market price 50 200 Net loss 32 — |
Trade Accounts Receivable and A
Trade Accounts Receivable and Allowance for Doubtful Accounts | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Trade Accounts Receivable and Allowance for Doubtful Accounts | (6) Trade Accounts Receivable and Allowance for Doubtful Accounts Trade Accounts Receivable Trade accounts receivable are recorded at the contractual or invoiced amount. December 31, December 31, 2021 2020 Trade accounts receivable, current $ 6,393 $ 3,932 Trade accounts receivable, long-term 186 — Allowance for doubtful accounts (25 ) (25 ) Trade accounts receivable, net $ 6,554 $ 3,907 Unpaid deferred revenue included in trade accounts receivable $ 1,891 $ 1,711 Allowance for doubtful accounts The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing trade accounts receivable. The Company determines the allowance based on historical write-off experience and current information. The Company reviews its allowance for doubtful accounts each reporting period. Account balances are charged against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Unpaid deferred revenue The unpaid deferred revenue that is included in trade accounts receivable is billed in accordance with the provisions of the contracts with the Company’s customers. Major customers The following customers accounted for 10% or more of trade accounts receivable, net: December 31, December 31, 2021 2020 Company A 43 % 69 % Company B 15 % 0 % Company C 11 % 0 % |
Related Party Transaction
Related Party Transaction | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transaction | (7) Related Party Transaction On December 10, 2021, the Company entered into a Loan Agreement with EVRYTHNG (the “Loan Agreement”) pursuant to that certain Share Purchase Agreement dated November 15, 2021 relating to the Company’s acquisition of EVRYTHNG. The Loan Agreement provides for a loan facility of $2,000 to EVRYTHNG at an interest rate of 1% per annum. The loan matures on December 9, 2022. The aggregate outstanding balance of the loan, with accrued interest, was $2,001 as of December 31, 2021. See Note 16 for information related to the acquisition of EVRYTHNG. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | (8) Property and Equipment Property and equipment are stated at cost. Repairs and maintenance are charged to expense when incurred. Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, generally two to ten years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life or the lease term. December 31, December 31, 2021 2020 Office furniture and fixtures $ 1,648 $ 1,650 Software 5,674 5,004 Equipment 5,250 4,967 Leasehold improvements 1,658 1,658 Gross property and equipment 14,230 13,279 Less accumulated depreciation and amortization (11,355 ) (10,007 ) Property and equipment, net $ 2,875 $ 3,272 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | (9) Leases T he Company accounts for leases in accordance with ASC 842, “ Leases. ” The Company leases its corporate office in Beaverton, Oregon. The term of the lease runs through March 2024 with remaining rent payments as of December 31, 2021 totaling $1,899 plus operating expenses, payable in monthly installments. All of the Company’s leases are operating leases. The following table provides additional details of leases presented in the Consolidated Balance Sheets: December 31, December 31, 2021 2020 Right of use assets $ 1,300 $ 1,793 Lease liabilities, current $ 745 $ 663 Lease liabilities, long-term $ 1,028 $ 1,772 Weighted-average remaining life 2.2 years 3.2 years Weighted-average discount rate 8 % 8 % The carrying value of the right of use assets is included in “Other assets” and the current and long-term lease liabilities are included in “Accounts payable and other accrued liabilities” and “Lease liability and other long-term liabilities,” respectively, in the Consolidated Balance Sheets. Operating lease expense is included in operating expenses in the Consolidated Statements of Operations and in cash flows from operating activities in the Consolidated Statements of Cash Flows. The operating leases include variable lease costs which are included in operating lease expense as incurred. Additional details of the Company’s operating leases are presented in the following table: Year-Ended Year-Ended December 31, December 31, 2021 2020 Operating lease expense $ 1,020 $ 1,030 Cash paid for operating leases $ 1,170 $ 1,218 The table below reconciles the cash payment obligations for the first five years and total of the remaining years for the operating lease liability recorded in the Consolidated Balance Sheet as of December 31, 2021: Cash Payment Year ending December 31: Obligations 2022 $ 862 2023 867 2024 218 2025 — 2026 — Thereafter — Total lease payments 1,947 Imputed interest (174 ) Total minimum lease payments $ 1,773 |
Intangibles
Intangibles | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles | (10) Intangibles Intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. No impairment charges were recorded for the years ended December 31, 2021 and 2020. Patent costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at the award date, which varies depending on the pendency period of the application, generally approximating seventeen years. Amortization of intangible assets acquired is calculated using the straight-line method over the estimated useful lives of the assets. Estimated Life December 31, December 31, (years) 2021 2020 Capitalized patent costs 17-20 $ 10,219 $ 9,708 Intangible assets acquired: Purchased intellectual property 3-10 250 250 Existing technology 5 1,560 1,560 Customer relationships 7 290 290 Gross intangible assets 12,319 11,808 Accumulated amortization (5,708 ) (5,196 ) Intangibles, net $ 6,611 $ 6,612 Amortization expense on intangible assets was as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Amortization expense $ 576 $ 559 For intangible assets recorded at December 31, 2021, the estimated future aggregate amortization expense for the years ending December 31, 2022 through December 31, 2026 is as follows: Amortization Year ending December 31: Expense 2022 $ 537 2023 526 2024 514 2025 494 2026 462 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2021 | |
Notes Payable [Abstract] | |
Notes Payable | (11) Notes Payable Promissory Note under the Paycheck Protection Program On April 16, 2020, the Company entered into a Promissory Note with Stearns Bank, N.A. in an aggregate principal amount of $5,032 (the “Note”), pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The Note was to mature two years from the disbursement date and bore interest at a rate of 1.000% per annum, with the first six months of interest deferred. Principal and interest were payable monthly commencing six months after the disbursement date and could have been prepaid by the Company at any time prior to maturity with no prepayment penalties. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of loans granted under the PPP. The Note was subject to forgiveness to the extent proceeds were used for payroll costs, including payments required to continue group health care benefits, and certain rent, utility, and mortgage interest expenses (collectively, “Qualifying Expenses”), pursuant to the terms and limitations of the PPP. The Company believes that it used all of the proceeds from the Note for Qualifying Expenses. On June 29, 2020, the Company was notified by Stearns Bank, N.A. that the Note was transferred to The Loan Source, Inc., (the “Lender”) who became responsible for servicing the Note, including administering loan forgiveness. On September 15, 2020, the Company filed its application for 100% forgiveness of the Note. The application was reviewed by the Lender and submitted to the Small Business Administration (“SBA”) for approval on December 17, 2020. On September 29, 2021, the Company received confirmation from the Lender that the Note had been 100% forgiven with respect to both the principal of $5,032 and accrued interest of $62, and that the funds had been received from the SBA to pay off the Note. The SBA reserves the right to audit any PPP loan. The Company recognized a $5,094 gain on extinguishment of the Note within other income in the Consolidated Statements of Operations for the year-ended December 31, 2021 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders' Equity | (12) Shareholders’ Equity Preferred Stock In June 2008, the Board of Directors authorized 2,500 shares of preferred stock, par value $0.001 per share. The Board of Directors has the authority to issue the undesignated preferred stock in one or more series and to determine the powers, preferences and rights and the qualifications, limitations or restrictions granted to or imposed upon any wholly unissued series of undesignated preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by the shareholders. The issuance of preferred stock may have the effect of delaying, deferring or preventing a change of control of the Company without further action by shareholders and may adversely affect the voting and other rights of the holders of common stock. The Board of Directors authorized 10 shares of Series A Redeemable Nonvoting Preferred stock (“Series A Preferred”) that were issued to certain executive officers at the time of formation. The Series A Preferred has no voting rights, except as required by law, and may be redeemed at the option of the Company’s Board of Directors at any time. The Series A Preferred is redeemable based on the stated fair value of $5.00 per share. The Series A Preferred has no dividend rights and no rights to the undistributed earnings of the Company. On September 29, 2020, the Company entered into a Subscription Agreement with TCM Strategic Partners L.P. to issue and sell 17 shares of its Series B Convertible Preferred Stock, par value $0.001 per share (“Series B Shares”), for $16,970 of cash proceeds and paid $84 in stock issuance costs. The closing of the sale and issuance of the Series B Shares occurred on October 1, 2020. Subject to shareholder approval, the Series B Shares automatically convert into fully paid and non-assessable shares of common stock at a conversion price equal to $14.37 per share. On December 10, 2020, the Company held a Special Meeting of Shareholders that approved the issuance of the Company’s common stock upon the conversion of the Series B Shares issued to TCM Strategic Partners L.P. in connection with the private placement on October 1, 2020. On December 10, 2020, the Series B Shares automatically converted into 1,198 shares of the Company’s common stock (“the Conversion Shares”). Under the terms of the Subscription Agreement, the Conversion Shares continued to be subject to the restrictions on transfer that expired on October 1, 2021. The Series B Shares contained a contingent beneficial conversion feature (“BCF”) that was recognized and accreted at its intrinsic value of $11,443 upon shareholder approval on December 10, 2020 and recognized in the Consolidated Statements of Shareholders’ Equity. The BCF is treated as a deduction from net loss to arrive at net loss attributable to common shares for the purposes of calculating earnings per share. See Note 5 for the calculation of basic and diluted earnings per share. Common Stock In June 2008, the Board of Directors authorized 50,000 shares of common stock, par value $0.001 per share. The holders of Digimarc common stock are entitled to one vote for each share held of record on all matters submitted to a vote of its shareholders, including the election of directors. Subject to preferences that may be granted to any then outstanding preferred stock, holders of common stock are entitled to receive ratably those dividends as may be declared by the Board of Directors out of funds legally available for such purpose, as well as any distributions to the Company’s shareholders. In the event of the Company’s liquidation, dissolution or winding up, holders of common stock are entitled to share ratably in all of the Company’s assets remaining after payment of liabilities and the liquidation preference of any then outstanding preferred stock. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable. On September 29, 2020, the Company entered into a Subscription Agreement with TCM Strategic Partners L.P. to issue and sell 2,542 shares of its common stock in a private placement at a price of $14.37 per share. The closing of the sale of common stock occurred the same day. The offering was made without an underwriter or placement agent. The Company received $36,530 of cash proceeds and paid $190 in stock issuance costs. On December 10, 2020, the Series B Shares automatically converted into 1,198 shares of the Company’s common stock. In May 2019, the Company entered into an Equity Distribution Agreement, whereby the Company may sell from time to time through Wells Fargo Securities, LLC, as its sales agent, the Company’s common stock having an aggregate offering price of up to $30,000. There were no shares sold for the year end December 31, 2021. For the year ended December 31, 2020, the Company sold 162 shares at an average price of $16.80 under this Equity Distribution Agreement totaling $2,718 of cash proceeds, less $61 of commissions and $394 of stock issuance costs, for net cash proceeds of $2,263. As of December 31, 2021, $6,932 remained available for future issuance under the Equity Distribution Agreement. Stock Incentive Plan In March 2018, the Company’s Board of Directors approved the 2018 Incentive Plan (“2018 Plan”) which was later approved by the Company’s shareholders at the Company’s 2018 Annual Meeting of Shareholders in April 2018. The 2018 Plan replaced the 2008 Incentive Plan (“2008 Plan”). The 2018 Plan provides for the grant of incentive and non-qualified stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock units, performance shares, performance units, and other stock or cash-based awards, which may be granted to officers, directors, employees, consultants, agents, advisors and independent contractors who provide services to the Company and its affiliated companies. The 2018 Plan authorizes the issuance of 1,000 shares of common stock. In addition, up to 770 shares of common stock subject to awards outstanding under the 2008 Plan became available for issuance under 2018 Plan to the extent that those shares cease to be subject to the awards (as a result of, for example, expiration, cancellation or forfeiture of the award). The shares authorized under the 2018 Plan are subject to adjustment in the event of a stock split, stock dividend, recapitalization or similar event. Shares issued under the 2018 Plan will consist of authorized and unissued shares or shares held by the Company as treasury shares. If an award granted under the 2018 Plan lapses, expires, terminates or is forfeited or surrendered without having been fully exercised or without the issuance of all the shares subject to the award, the shares covered by that award will again be available for issuance under the 2018 Plan. Shares that are (i) tendered by a participant or retained by the Company as payment for the purchase price of an award or to satisfy tax withholding obligations or (ii) covered by an award that is settled in cash, or in some manner that some or all of the shares covered by the award are not issued, will again be available for issuance under the 2018 Plan. In addition, awards granted as substitute awards in connection with acquisition transactions will not reduce the number of shares authorized for issuance under the 2018 Plan. As of December 31, 2021, under all of the Company’s stock-based compensation plans, an additional 1,004 shares remained available for future grants under the 2018 Plan. The Company issues new shares upon exercises of stock options, grants of restricted stock awards and vesting of restricted stock unit awards. Stock Options The following table reconciles the outstanding balance of stock option awards: Weighted Weighted Average Average Aggregate Exercise Grant Date Intrinsic Options Price Fair Value Value Options outstanding, December 31, 2019 558 $ 31.22 $ 14.03 Granted 105 $ 15.36 $ 7.36 Exercised (358 ) $ 29.36 $ 13.24 Forfeited or expired — — — Options outstanding, December 31, 2020 305 $ 27.94 $ 12.65 Granted — $ — $ — Exercised (220 ) $ 27.31 $ 17.36 Forfeited or expired (35 ) $ 15.36 $ 7.36 Options outstanding, December 31, 2021 50 $ 39.54 $ 22.23 $ — Options exercisable, December 31, 2021 50 $ 39.54 $ — Options unvested, December 31, 2021 — $ — $ — The aggregate intrinsic value is based on the closing price of $39.48 per share of Digimarc common stock on December 31, 2021, which would have been received by the optionees had all of the options with exercise prices less than $39.48 per share been exercised on that date. The following table summarizes information about stock option awards outstanding at December 31, 2021: Options Outstanding Options Exercisable Weighted Weighted Remaining Average Remaining Average Number Contractual Exercise Number Contractual Exercise Exercise Price Outstanding Life (Years) Price Outstanding Life (Years) Price $39.54 50 1.61 $ 39.54 50 1.61 $ 39.54 Restricted Stock The following table reconciles the unvested balance of restricted stock awards: Weighted Average Number of Grant Date Shares Fair Value Unvested balance, December 31, 2019 435 $ 27.05 Granted 256 $ 29.95 Vested (260 ) $ 28.25 Forfeited (15 ) $ 23.73 Unvested balance, December 31, 2020 416 $ 28.20 Granted 255 $ 40.53 Vested (246 ) $ 29.76 Forfeited (65 ) $ 33.64 Unvested balance, December 31, 2021 360 $ 34.90 The following table indicates the fair value of all restricted stock awards that vested: Year Ended Year Ended December 31, December 31, 2021 2020 Fair value of restricted stock awards vested $ 8,957 $ 5,946 Restricted Stock Units The following table reconciles the unvested balance of restricted stock unit awards: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2019 — $ — Granted 45 $ 15.36 Vested — $ — Forfeited — $ — Unvested balance, December 31, 2020 45 $ 15.36 Granted — $ — Vested (30 ) $ 15.36 Forfeited (15 ) $ 15.36 Unvested balance, December 31, 2021 — $ — The fair value of RSUs vested was $1,050 for the year ended December 31, 2021. Performance Restricted Stock Units The following table reconciles the unvested balance of performance restricted stock unit awards: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2019 — $ — Granted 124 $ 11.08 Vested — $ — Forfeited — $ — Unvested balance, December 31, 2020 124 $ 11.08 Granted — $ — Vested (1) (82 ) $ 15.54 Forfeited (42 ) $ 11.08 Unvested balance, December 31, 2021 — $ — (1) Includes the impact of the modification of 21 PRSUs which were cancelled and reissued at a grant date fair value of $28.93. The fair value of PRSUs vested was $2,886 for the year ended December 31, 2021. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | (13) Defined Contribution Plan The Company sponsors an employee retirement savings plan (the “Plan”) which qualifies as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. The Plan combines both an employee savings plan and company matching plan into one plan under Section 401(k), including a 401(k) Roth option. Employees become eligible to participate in the Plan at the beginning of the month following the employee’s hire date. Employees may contribute up to 75% of their pay to the Plan, subject to the limitations of the Internal Revenue Service Code. Company matching contributions are mandatory under the Plan. The Company made matching contributions in the aggregate amount as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Matching contributions $ 1,162 $ 1,146 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | (14) Income Taxes The benefit (provision) for income taxes reflects current taxes, deferred taxes, and withholding taxes. The effective tax rate for each of the years ended December 31, 2021 and 2020 was 0%. The Company continues to provide for a full valuation allowance to offset its net deferred tax assets until such time it is more likely than not the tax assets or portions thereof will be realized. Components of tax benefit (provision) allocated to continuing operations include the following: Year Ended Year Ended December 31, December 31, 2021 2020 Current: Federal $ — $ 16 State (7 ) (9 ) Foreign (9 ) (8 ) Sub-total $ (16 ) $ (1 ) Deferred: Federal $ — $ — State — — Foreign — — Sub-total $ — $ — Total tax benefit (provision) $ (16 ) $ (1 ) The reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Year Ended Year Ended December 31, December 31, 2021 % 2020 % Income taxes computed at statutory rates $ 7,296 (21 )% $ 6,832 (21 )% (Increases) decreases resulting from: Change in valuation allowance (8,634 ) 24 % (7,830 ) 24 % Federal and state research and experimentation credits 787 (2 )% 947 (3 )% State income taxes, net of federal tax benefit 414 (1 )% 451 (1 )% Other 121 — % (401 ) 1 % Total $ (16 ) — % $ (1 ) — % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The tax effects of significant items comprising the Company’s deferred tax assets and deferred tax liabilities are as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Deferred tax assets: Federal and state net operating losses $ 55,481 $ 47,442 Federal and state research and experimentation credits 9,789 9,152 ASC 842 - lease liabilities 393 524 Stock based compensation 217 158 Deferred social security tax 116 212 Goodwill 97 154 Other 107 128 Total gross deferred tax assets 66,200 57,770 Less valuation allowance (64,273 ) (55,639 ) Net deferred tax assets $ 1,927 $ 2,131 Deferred tax liabilities: Patent expenditures $ (1,475 ) $ (1,433 ) ASC 842 - right of use assets (288 ) (386 ) Fixed asset differences (164 ) (312 ) Total gross deferred tax liabilities $ (1,927 ) $ (2,131 ) Total net deferred tax assets and liabilities $ — $ — The Company had a valuation allowance of $64,273 and $55,639 on deferred tax assets as of December 31, 2021 and 2020, respectively, an increase of $8,634 during the year ended December 31, 2021. As of December 31, 2021, the Company has federal and state net operating loss carryforwards of $227,497 and $157,135, respectively, which have a carryforward of 5 years to indefinite depending on the jurisdiction. The gross deferred tax assets for federal and state net operating loss carryforwards acquired in the Attributor Corporation acquisition have been reduced to the amount of losses allowed to be utilized in the post-acquisition period before expiration after considering the applicable limitations of Internal Revenue Code Section 382. As of December 31, 2021, the Company has federal and state research and experimental tax credits of $10,369 and $428, respectively, which have a carryforward of 5 to 20 years The Company records accrued interest and penalties associated with uncertain tax positions in the provision for income taxes in the Consolidated Statements of Operations. For the years ended December 31, 2021 and 2020, the Company recognized accrued interest and penalties associated with uncertain tax positions of $0 and $0, respectively. The Company does not anticipate any of its unrecognized benefits will significantly increase or decrease within the next 12 months. A summary reconciliation of the Company’s uncertain tax positions is as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Beginning balance $ 823 $ 676 Addition for current year tax positions 84 92 Addition for prior year tax positions 11 55 Reduction for prior year positions — — Reduction for prior year positions resolved during the current year — — Ending balance $ 918 $ 823 Uncertain tax positions are classified as a long-term liability (or a contra deferred tax asset) in the Consolidated Balance Sheets for uncertain tax positions taken (or expected to be taken) on a tax return. The Company’s open tax years subject to examination in the U.S. federal jurisdiction are 2018 through 2020 and applicable state jurisdictions for the tax years 2018 through 2020. To the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses or tax credits were generated and carried forward, and make adjustments up to the amount of the net operating loss or tax credit carryforward. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | (15) Commitments and Contingencies Certain of the Company’s product license and services agreements include an indemnification provision for claims from third parties relating to the Company’s intellectual property. Such indemnification provisions are accounted for in accordance with ASC 450 “ Contingencies The Company is subject from time to time to other legal proceedings and claims arising in the ordinary course of business. At this time, the Company does not believe that the resolution of any such matters will have a material adverse effect on its financial position, results of operations or cash flows. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | (16) Subsequent Events EVRYTHNG Acquisition On January 3, 2022, the Company closed on its acquisition of EVRYTHNG pursuant to the Share Purchase Agreement (“Purchase Agreement”) entered into on November 15, 2021. Upon closing, EVRYTHNG became a wholly owned subsidiary of the Company. The Company acquired all outstanding shares of EVRYTHNG’s share capital in exchange for aggregate initial consideration consisting of 772 shares of common stock of the Company and warrants to purchase 231 shares of common stock of the Company. The number of warrants issued was determined based on there being approximately $8,500 of closing costs, which includes EVRYTHNG’s outstanding indebtedness, transaction expenses and certain other liabilities, net of EVRYTHNG’s cash on hand at closing. The Company paid $6,931 of the estimated closing costs in January 2022. A portion of the initial consideration was held back by the Company to secure any post-closing adjustments to the initial consideration and the indemnification obligations of the sellers. The warrants have a per share exercise price of $36.56 and may only be exercised by payment of the exercise price in cash. The number of shares of common stock underlying the warrants and the exercise price of the warrants are subject to adjustment upon the occurrence of certain specified events, including subdivisions and combinations of the Company’s common stock. The warrants will expire on March 27, 2022. Under the terms of the Purchase Agreement, the Company filed a Registration Statement on Form S-3 with the SEC on January 19, 2022, that became effective on January 28, 2022, covering the resale of the common shares issued and to be issued as consideration to the sellers. T he Company grant ed replacement equity awards to the holders of unvested EVRYTHNG options, pursuant to the terms of the Purchase Agreement. The replacement equity awards have substantially equivalent economic value and vesting terms as the cancelled unvested options . The Purchase Agreement provides for additional shares of the Company’s common stock, subject to certain conditions, to be issued in September 2022. The number of additional common shares, before any downward adjustments, is equivalent to $50,000 of the Company’s common stock. The number of additional common shares will be adjusted downward if EVRYTHNG fails to meet its Product Annual Recurring Revenue target of $10,000 by February 28, 2022, and/or if the Company’s average stock price during the applicable measurement period is higher than its stock price as of the closing of the EVRYTHNG acquisition. The number of additional shares that may be issued is described in more detail in Item 1.01 of the Current Report on Form 8-K that the Company filed with the SEC on November 15, 2021 describing the Purchase Agreement. Sublease and Lease Extension On February 4, 2022, the Company entered into a sublease agreement and lease extension agreement on a facility in Beaverton, Oregon in order to move the Company’s principal corporate offices. The new facility is approximately 65,500 square feet in size. The term of the sublease and lease extension runs through September 2030, with rent payments totaling $8.8 million plus operating expenses, payable in monthly installments. The first 26 months of rent payments and operating expenses are abated to cover the remaining term of the Company’s existing corporate office lease. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Description of Business Digimarc Corporation (“Digimarc” or the “Company”), an Oregon corporation, is a pioneer of digital watermarking solutions, which enable a more efficient, reliable and economical means of automatic identification. Digimarc technology can be used to apply a unique digital identity to virtually all media objects, including product packaging, commercial print, audio and video. These digital identities can be automatically identified by an enabled ecosystem of industrial scanners, smartphones and other interfaces. The technology features: • Digimarc watermarks: a data carrier that can provide a unique digital identity to media objects and is generally visibly imperceptible to people and therefore can be repeated many times over the surface of media objects. • Digimarc Discover: a software program for computing devices and network interfaces that recognizes and decodes digital identities applied to media objects. These digital identities can be applied to media objects using Digimarc watermarks, quick response codes and universal product codes, among other types of codes. • Digimarc Verify: a suite of software tools used to inspect and verify that the digital identity applied via Digimarc watermarks to media objects are accurate and effective. Together, these core capabilities enable organizations, application developers, and other solution providers to build new and improve existing automatic identification solutions. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Digimarc and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated. D igimarc acquired EVRYTHNG Limited (“EVRYTHNG”) on January 3, 2022. The financial results of EVRYTHNG will be consolidated with Digimarc’s financial results prospectively. See Note 16 for information related to the EVRYTHNG acquisition. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. The Company’s accounting policies for revenue recognition require higher degrees of judgment than others in their application. Management bases its estimates on historical experience and on other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. |
Reclassifications | Reclassifications Certain prior period amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to current period presentation, including the reclassification of revenue by major target market in Note 2. These reclassifications had no material effect on the results of operations or financial position for any period presented. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid marketable securities with original maturities of 90 days or less at the date of acquisition to be cash equivalents. Cash equivalents include money market securities, commercial paper and pre-refunded municipals totaling $2,478 and $18,568 at December 31, 2021 and 2020, respectively. Cash equivalents are carried at either cost or amortized cost depending on the type of security, which approximates fair value. |
Marketable Securities | Marketable Securities The Company considers all investments with original maturities over 90 days that mature in less than one-year from the balance sheet date to be short-term marketable securities. Short-term marketable securities primarily include commercial paper, corporate notes, federal agency notes and pre-refunded municipals. The Company’s marketable securities are classified as held-to-maturity and are reported at amortized cost, which approximates market value. A decline in the market value of any security below amortized cost that is deemed to be other-than-temporary results in a reduction in the carrying amount. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating that the cost of the investment is recoverable outweighs evidence to the contrary. There have been no other-than-temporary impairments identified or recorded by the Company. Premiums and discounts are amortized or accreted over the life of the related security as an adjustment to yield using a method that approximates the effective interest method. Under this method, dividend and interest income are recognized when earned. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Accounting Standards Codification (“ASC”) 820 “ Fair Value Measurements and Disclosures The Company’s fair value hierarchy for its cash equivalents and marketable securities as of December 31, 2021 and 2020, respectively, was as follows: December 31, 2021 Level 1 Level 2 Level 3 Total Money market securities $ 2,478 $ — $ — $ 2,478 Commercial paper — 13,382 — 13,382 Corporate notes — 9,585 — 9,585 Federal agency notes — 3,799 — 3,799 Pre-refunded municipals — 1,063 — 1,063 Total $ 2,478 $ 27,829 $ — $ 30,307 December 31, 2020 Level 1 Level 2 Level 3 Total Money market securities $ 10,988 $ — $ — $ 10,988 Commercial paper — 36,478 — 36,478 Pre-refunded municipals — 26,697 — 26,697 Corporate notes — 2,437 — 2,437 Total $ 10,988 $ 65,612 $ — $ 76,600 The fair value maturities of the Company’s cash equivalents and marketable securities as of December 31, 2021 are as follows: Maturities by Period Total Less 1 year 1-5 years 5 - 10 years More than 10 years Cash equivalents and marketable securities $ 30,307 $ 22,015 $ 8,292 $ — $ — |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit Risk A significant portion of the Company’s business depends on a limited number of large contracts. The loss of any large contract may result in loss of revenue and margin on a prospective basis. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, and accounts receivable. The Company places its cash and cash equivalents with major banks and financial institutions and at times deposits may exceed insured limits. Other than cash used for operating needs, which may include short-term marketable securities with the Company’s principal banks, the Company’s investment policy limits its credit exposure to any one financial institution or type of financial instrument by limiting the maximum of 5% of its cash equivalents and marketable securities or $1,000, whichever is greater, to be invested in any one issuer except for the U.S. government, U.S. federal agencies and U.S. backed securities, which have no limits, at the time of purchase. The Company’s investment policy also limits its credit exposure by limiting the maximum of 40% of its cash equivalents and marketable securities, or $15,000, whichever is greater, to be invested in any one industry category, (e.g., financial or energy industries), at the time of purchase. As a result, the Company’s credit risk associated with cash and cash equivalents and marketable securities is believed to be minimal. The Company manages credit risk on accounts receivable by evaluating a customer’s credit worthiness before extending any significant amount of credit. There is a significant concentration of accounts receivable at vary times from our two largest customers. Both customers have significant financial means and a history of paying their invoices timely. The Company does not have a history of significant bad debt write-offs. As a result, the Company’s credit risk associated with accounts receivable is believed to be low. |
Contingencies | Contingencies The Company evaluates all pending or threatened contingencies or commitments, if any, that are reasonably likely to have a material adverse effect on the Company’s operations or financial position. The Company assesses the probability of an adverse outcome and determines if it is remote, reasonably possible or probable as defined in accordance with ASC 450 “ Contingencies |
Goodwill | Goodwill The Company tests goodwill for impairment annually and whenever events or changes in circumstances indicate that the carrying value may exceed the fair value, in accordance with ASC 350 “ Intangibles – Goodwill and Other. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company assesses long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in accordance with ASC 360 “ Property, Plant and Equipment Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net undiscounted cash flows expected to be generated by the assets over their remaining useful life. If such assets are considered to be impaired, the impairment would be recognized in operating results at the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Research and Development | Research and Development Research and development costs are expensed as incurred in accordance with ASC 730 “ Research and Development |
Software Development Costs | Software Development Costs Under ASC 985 “ Software |
Patent Costs | Patent Costs Costs associated with the application and award of patents in the U.S. and various other countries are capitalized and amortized on a straight-line basis over the term of the patents as determined at award date, which varies depending on the pendency period of the application. Capitalized patent costs, also referred to as patent prosecution costs, include internal legal labor, professional legal fees, government filing fees and translation fees related to expanding the Company’s patent portfolio. Costs associated with the maintenance and annuity fees of patents are accounted for as prepaid assets at the time of payment and amortized over the shorter of the maintenance period or remaining life of the related patent. |
Revenue Recognition | Revenue Recognition See Note 2 for detailed disclosures of the Company’s revenue recognition policy. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718 “ Compensation—Stock Compensation For stock options, the Company uses the Black-Scholes option pricing model as its method of valuation. The Company’s determination of the fair value on the date of grant (measurement date) is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected life of the award, the Company’s expected stock price volatility over the term of the award, the risk-free interest rate and the expected dividend yield. For restricted stock and restricted stock units that vest upon meeting a service condition, the Company uses the fair market value of the Company’s common stock on the date of the grant (measurement date) as its method of valuation. For performance restricted stock units that vest upon meeting both a market condition and a service condition, the Company uses the Monte Carlo Simulation model as its method of valuation. The Company’s determination of the fair value on the date of grant (measurement date) is affected by its stock price as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the award and the risk-free interest rate. Although the fair value of stock-based awards is determined in accordance with ASC 718 and Staff Accounting Bulletin (“SAB”) No. 107 “ Shared-Based Payment ” |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740 “ Income Taxes The Company records valuation allowances on deferred tax assets if, based on available evidence, it is more-likely-than-not that all or some portion of the assets will not be realized. The Company is subject to income taxes within the U.S. and other countries, and, in the ordinary course of business, there are transactions and calculations where the ultimate tax determination is uncertain. The Company reports a liability (or contra asset) for unrecognized tax benefits resulting from uncertain tax positions taken (or expected to be taken) on a tax return. The Company recognizes interest and penalties, if any, related to the unrecognized tax benefits in income tax expense. |
Liquidity | Liquidity Under the rules of ASC Subtopic 205-40 “ Presentation of Financial Statements-Going Concern” (“ASC 205-40”), The Company plans, as necessary, to secure additional capital in the future through increased revenue, exercise of the EVRYTHNG warrants, partnerships, collaborations, equity or debt financings, or other sources to carry out the Company’s planned business activities. If additional capital is not available when required, the Company may need to take steps to contain costs until such funding is received. |
Accounting Pronouncements Issued But Not Yet Adopted | Accounting Pronouncements Adopted In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2019-12, “ Income Taxes (ASC 740) Simplifying the Accounting for Income Taxes The adoption of this standard did not have a material impact on the Company’s financial condition, results of operations and disclosures . In October 2021, the FASB issued ASU No. 2021-08, “ Business Combination (ASC 805): Accounting for Contract Assets and Liabilities from Contracts with Customers he Company is currently evaluating the impact of adopting this standard on the Company’s financial condition, results of operations and disclosures in relation to the recent acquisition of EVRYTHNG. See Note 16 for information on the EVRYTHNG acquisition. Accounting Pronouncements Issued But Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (ASC 326): Measurement of Credit Losses on Financial Instruments |
Earnings Per Share | The Company calculates basic and diluted earnings per common share in accordance with ASC 260 “ Earnings Per Share |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Fair Value Hierarchy for Financial Assets | The Company’s fair value hierarchy for its cash equivalents and marketable securities as of December 31, 2021 and 2020, respectively, was as follows: December 31, 2021 Level 1 Level 2 Level 3 Total Money market securities $ 2,478 $ — $ — $ 2,478 Commercial paper — 13,382 — 13,382 Corporate notes — 9,585 — 9,585 Federal agency notes — 3,799 — 3,799 Pre-refunded municipals — 1,063 — 1,063 Total $ 2,478 $ 27,829 $ — $ 30,307 December 31, 2020 Level 1 Level 2 Level 3 Total Money market securities $ 10,988 $ — $ — $ 10,988 Commercial paper — 36,478 — 36,478 Pre-refunded municipals — 26,697 — 26,697 Corporate notes — 2,437 — 2,437 Total $ 10,988 $ 65,612 $ — $ 76,600 |
Summary of Fair Value Maturities for Financial Asset | The fair value maturities of the Company’s cash equivalents and marketable securities as of December 31, 2021 are as follows: Maturities by Period Total Less 1 year 1-5 years 5 - 10 years More than 10 years Cash equivalents and marketable securities $ 30,307 $ 22,015 $ 8,292 $ — $ — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue Recognition [Abstract] | |
Schedule of Disaggregated Revenue By Major Product Line in Single Reporting Segment | The following table provides information about disaggregated revenue by major target market in the Company’s single reporting segment: Year Ended Year Ended December 31, December 31, 2021 2020 Government Service $ 13,198 $ 13,263 Subscription 1,200 1,400 Total Government 14,398 14,663 Commercial Service $ 1,808 $ 618 Subscription 10,314 8,709 Total Commercial 12,122 9,327 Total $ 26,520 $ 23,990 |
Schedule of Contract Liabilities from Contracts with Customers | The following table provides information about contract liabilities from contracts with customers: December 31, December 31, 2021 2020 Deferred revenue, current $ 2,989 $ 3,002 Deferred revenue, long-term 33 30 Total $ 3,022 $ 3,032 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Geographical Segment Revenue | Revenue by geographic area, based upon the “bill-to” location, was as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Domestic $ 6,675 $ 7,419 International (1) 19,845 16,571 Total $ 26,520 $ 23,990 (1) Revenue from the Central Banks, consisting of a consortium of central banks around the world, is classified as international revenue. Reporting revenue by country for this customer is not practicable. |
Customers Accounted for 10% or More of Revenue | The following customers accounted for 10% or more of revenue: Year Ended Year Ended December 31, December 31, 2021 2020 Central Banks 54 % 60 % Walmart Inc. 12 % 13 % |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Allocation of Stock-Based Compensation | Stock-based Compensation Year Ended Year Ended December 31, December 31, 2021 2020 Stock-based compensation: Cost of revenue $ 693 $ 745 Sales and marketing 2,691 2,152 Research, development and engineering 1,590 1,890 General and administrative 6,962 4,328 Stock-based compensation expense 11,936 9,115 Capitalized to software and patent costs 136 158 Total stock-based compensation $ 12,072 $ 9,273 |
Unrecognized Compensation Cost Related to Non-Vested Stock-Based Awards Granted | The following table sets forth total unrecognized compensation cost related to non-vested stock-based awards granted under the Company’s equity compensation plans: Year Ended Year Ended December 31, December 31, 2021 2020 Total unrecognized compensation costs $ 11,301 $ 14,416 |
Weighted Average Period for Recognition of Unrecognized Compensation Cost for Stock Options and Restricted Stock | The Company expects to recognize the total unrecognized compensation costs as of December 31, 2021 for stock options, restricted stock, RSU, and PRSU awards over weighted average periods through December 31, 2025 as follows: Stock Restricted Options Stock RSUs PRSUs Weighted average period — 1.36 years — — |
Black Scholes Option Valuation [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Valuation Assumptions | Black Scholes Option Valuation Inputs: Year Ended Year Ended December 31, December 31, 2021 2020 Stock price $ — $ 15.36 Expected life (years) — 3.25 Expected volatility — 70.91 % Risk-free interest rate — 0.25 % Expected dividend yield — 0 % |
Monte Carlo Valuation [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Option Valuation Assumptions | Monte Carlo Simulation Inputs: Year Ended Year Ended December 31, December 31, 2021 2020 Stock price $ — $ 16.49 Expected volatility — 72.50 % Risk-free interest rate — 0.14 % |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Earnings (Loss) Per Common Share | The following table reconciles earnings (loss) per common share: Year Ended Year Ended December 31, December 31, 2021 2020 Basic Earnings (Loss) per Common Share: Net loss — basic $ (34,759 ) $ (32,537 ) Beneficial conversion feature — (11,443 ) Net loss attributable to common shares — basic $ (34,759 ) $ (43,980 ) Weighted average common shares outstanding — basic 16,463 12,906 Basic earnings (loss) per common share $ (2.11 ) $ (3.41 ) Diluted Earnings (Loss) per Common Share: Net loss attributable to common shares — diluted $ (34,759 ) $ (43,980 ) Weighted average common shares outstanding — diluted 16,463 12,906 Diluted earnings (loss) per common share $ (2.11 ) $ (3.41 ) See Note 12 for details on the beneficial conversion feature. |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table indicates the common stock equivalents related to stock options, RSUs and PRSUs that were anti-dilutive and excluded from diluted earnings per common share calculations: Year Ended Year Ended December 31, December 31, 2021 2020 Anti-dilutive shares due to: Exercise prices higher than the average market price 50 200 Net loss 32 — |
Trade Accounts Receivable and_2
Trade Accounts Receivable and Allowance for Doubtful Accounts (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Receivables [Abstract] | |
Summary of Trade Accounts Receivable | Trade accounts receivable are recorded at the contractual or invoiced amount. December 31, December 31, 2021 2020 Trade accounts receivable, current $ 6,393 $ 3,932 Trade accounts receivable, long-term 186 — Allowance for doubtful accounts (25 ) (25 ) Trade accounts receivable, net $ 6,554 $ 3,907 Unpaid deferred revenue included in trade accounts receivable $ 1,891 $ 1,711 |
Customers Accounted for 10% or More of Trade Accounts Receivable, Net | The following customers accounted for 10% or more of trade accounts receivable, net: December 31, December 31, 2021 2020 Company A 43 % 69 % Company B 15 % 0 % Company C 11 % 0 % |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Depreciation and Amortization on Property and Equipment Using the Straight-Line Method | Depreciation on property and equipment is calculated using the straight-line method over the estimated useful lives of the assets, generally two to ten years. Leasehold improvements are amortized using the straight-line method over the shorter of the estimated useful life or the lease term. December 31, December 31, 2021 2020 Office furniture and fixtures $ 1,648 $ 1,650 Software 5,674 5,004 Equipment 5,250 4,967 Leasehold improvements 1,658 1,658 Gross property and equipment 14,230 13,279 Less accumulated depreciation and amortization (11,355 ) (10,007 ) Property and equipment, net $ 2,875 $ 3,272 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Additional Details of Leases Presented in Consolidated Balance Sheets | All of the Company’s leases are operating leases. The following table provides additional details of leases presented in the Consolidated Balance Sheets: December 31, December 31, 2021 2020 Right of use assets $ 1,300 $ 1,793 Lease liabilities, current $ 745 $ 663 Lease liabilities, long-term $ 1,028 $ 1,772 Weighted-average remaining life 2.2 years 3.2 years Weighted-average discount rate 8 % 8 % |
Additional Details of Operating Lease Expense | Operating lease expense is included in operating expenses in the Consolidated Statements of Operations and in cash flows from operating activities in the Consolidated Statements of Cash Flows. The operating leases include variable lease costs which are included in operating lease expense as incurred. Additional details of the Company’s operating leases are presented in the following table: Year-Ended Year-Ended December 31, December 31, 2021 2020 Operating lease expense $ 1,020 $ 1,030 Cash paid for operating leases $ 1,170 $ 1,218 |
Reconciliation of Undiscounted Cash Payment Obligations of Operating Lease Liability | The table below reconciles the cash payment obligations for the first five years and total of the remaining years for the operating lease liability recorded in the Consolidated Balance Sheet as of December 31, 2021: Cash Payment Year ending December 31: Obligations 2022 $ 862 2023 867 2024 218 2025 — 2026 — Thereafter — Total lease payments 1,947 Imputed interest (174 ) Total minimum lease payments $ 1,773 |
Intangibles (Tables)
Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Amortization of Intangible Assets Acquired | Amortization of intangible assets acquired is calculated using the straight-line method over the estimated useful lives of the assets. Estimated Life December 31, December 31, (years) 2021 2020 Capitalized patent costs 17-20 $ 10,219 $ 9,708 Intangible assets acquired: Purchased intellectual property 3-10 250 250 Existing technology 5 1,560 1,560 Customer relationships 7 290 290 Gross intangible assets 12,319 11,808 Accumulated amortization (5,708 ) (5,196 ) Intangibles, net $ 6,611 $ 6,612 |
Amortization Expense on Intangible Assets | Amortization expense on intangible assets was as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Amortization expense $ 576 $ 559 |
Estimated Future Aggregate Amortization Expense | For intangible assets recorded at December 31, 2021, the estimated future aggregate amortization expense for the years ending December 31, 2022 through December 31, 2026 is as follows: Amortization Year ending December 31: Expense 2022 $ 537 2023 526 2024 514 2025 494 2026 462 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Summary of Options Granted, Exercised and Forfeited | The following table reconciles the outstanding balance of stock option awards: Weighted Weighted Average Average Aggregate Exercise Grant Date Intrinsic Options Price Fair Value Value Options outstanding, December 31, 2019 558 $ 31.22 $ 14.03 Granted 105 $ 15.36 $ 7.36 Exercised (358 ) $ 29.36 $ 13.24 Forfeited or expired — — — Options outstanding, December 31, 2020 305 $ 27.94 $ 12.65 Granted — $ — $ — Exercised (220 ) $ 27.31 $ 17.36 Forfeited or expired (35 ) $ 15.36 $ 7.36 Options outstanding, December 31, 2021 50 $ 39.54 $ 22.23 $ — Options exercisable, December 31, 2021 50 $ 39.54 $ — Options unvested, December 31, 2021 — $ — $ — |
Summary of Information about Stock Options Awards Outstanding | The following table summarizes information about stock option awards outstanding at December 31, 2021: Options Outstanding Options Exercisable Weighted Weighted Remaining Average Remaining Average Number Contractual Exercise Number Contractual Exercise Exercise Price Outstanding Life (Years) Price Outstanding Life (Years) Price $39.54 50 1.61 $ 39.54 50 1.61 $ 39.54 |
Reconciliation of Unvested Balance of Restricted Stock Awards | Restricted Stock The following table reconciles the unvested balance of restricted stock awards: Weighted Average Number of Grant Date Shares Fair Value Unvested balance, December 31, 2019 435 $ 27.05 Granted 256 $ 29.95 Vested (260 ) $ 28.25 Forfeited (15 ) $ 23.73 Unvested balance, December 31, 2020 416 $ 28.20 Granted 255 $ 40.53 Vested (246 ) $ 29.76 Forfeited (65 ) $ 33.64 Unvested balance, December 31, 2021 360 $ 34.90 |
Fair Value of Restricted Stock Awards Vested | The following table indicates the fair value of all restricted stock awards that vested: Year Ended Year Ended December 31, December 31, 2021 2020 Fair value of restricted stock awards vested $ 8,957 $ 5,946 |
Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reconciliation of Unvested Balance of Restricted Stock Awards | The following table reconciles the unvested balance of restricted stock unit awards: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2019 — $ — Granted 45 $ 15.36 Vested — $ — Forfeited — $ — Unvested balance, December 31, 2020 45 $ 15.36 Granted — $ — Vested (30 ) $ 15.36 Forfeited (15 ) $ 15.36 Unvested balance, December 31, 2021 — $ — |
Performance Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Reconciliation of Unvested Balance of Restricted Stock Awards | The following table reconciles the unvested balance of performance restricted stock unit awards: Weighted Average Number of Grant Date Units Fair Value Unvested balance, December 31, 2019 — $ — Granted 124 $ 11.08 Vested — $ — Forfeited — $ — Unvested balance, December 31, 2020 124 $ 11.08 Granted — $ — Vested (1) (82 ) $ 15.54 Forfeited (42 ) $ 11.08 Unvested balance, December 31, 2021 — $ — |
Defined Contribution Plan (Tabl
Defined Contribution Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Statement of Company Made Matching Contributions | The Company made matching contributions in the aggregate amount as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Matching contributions $ 1,162 $ 1,146 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Tax Benefit (Provision) Allocated to Continuing Operations | Components of tax benefit (provision) allocated to continuing operations include the following: Year Ended Year Ended December 31, December 31, 2021 2020 Current: Federal $ — $ 16 State (7 ) (9 ) Foreign (9 ) (8 ) Sub-total $ (16 ) $ (1 ) Deferred: Federal $ — $ — State — — Foreign — — Sub-total $ — $ — Total tax benefit (provision) $ (16 ) $ (1 ) |
Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate | The reconciliation of the statutory federal income tax rate to the Company’s effective income tax rate is as follows: Year Ended Year Ended December 31, December 31, 2021 % 2020 % Income taxes computed at statutory rates $ 7,296 (21 )% $ 6,832 (21 )% (Increases) decreases resulting from: Change in valuation allowance (8,634 ) 24 % (7,830 ) 24 % Federal and state research and experimentation credits 787 (2 )% 947 (3 )% State income taxes, net of federal tax benefit 414 (1 )% 451 (1 )% Other 121 — % (401 ) 1 % Total $ (16 ) — % $ (1 ) — % |
Components of Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of significant items comprising the Company’s deferred tax assets and deferred tax liabilities are as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Deferred tax assets: Federal and state net operating losses $ 55,481 $ 47,442 Federal and state research and experimentation credits 9,789 9,152 ASC 842 - lease liabilities 393 524 Stock based compensation 217 158 Deferred social security tax 116 212 Goodwill 97 154 Other 107 128 Total gross deferred tax assets 66,200 57,770 Less valuation allowance (64,273 ) (55,639 ) Net deferred tax assets $ 1,927 $ 2,131 Deferred tax liabilities: Patent expenditures $ (1,475 ) $ (1,433 ) ASC 842 - right of use assets (288 ) (386 ) Fixed asset differences (164 ) (312 ) Total gross deferred tax liabilities $ (1,927 ) $ (2,131 ) Total net deferred tax assets and liabilities $ — $ — |
Summary of Reconciliation of Uncertain Tax Positions | A summary reconciliation of the Company’s uncertain tax positions is as follows: Year Ended Year Ended December 31, December 31, 2021 2020 Beginning balance $ 823 $ 676 Addition for current year tax positions 84 92 Addition for prior year tax positions 11 55 Reduction for prior year positions — — Reduction for prior year positions resolved during the current year — — Ending balance $ 918 $ 823 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||||
Highly liquid marketable securities with original maturities | 90 days or less | |||
Cash equivalents includes money market securities, commercial paper and pre-refunded municipals | $ 2,478,000 | $ 18,568,000 | ||
Short-term marketable securities maturity description | Over 90 days that mature in less than one-year | |||
Marketable securities other-than temporary impairments | $ 0 | |||
Credit exposure to any one financial institution or type of financial instrument | 5% of its cash equivalents and marketable securities or $1,000, whichever is greater | |||
Percentage of credit exposure to any one financial institution or type of financial instrument | 5.00% | |||
Maximum amount of credit exposure to any one financial institution or type of financial instrument | $ 1,000,000 | |||
Credit exposure limits of cash and cash equivalents and marketable securities | 40% of its cash equivalents and marketable securities, or $15,000, whichever is greater | |||
Percentage of credit exposure limits based on cash and cash equivalents and marketable securities | 40.00% | |||
Credit exposure limits of cash and cash equivalents and marketable securities under option two | $ 15,000,000 | |||
Impairment of goodwill | $ 0 | $ 0 | ||
Cash and marketable securities | $ 41,618,000 |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value Hierarchy for Financial Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 30,307 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 30,307 | $ 76,600 |
Fair Value, Measurements, Recurring [Member] | Money Market Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 2,478 | 10,988 |
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 13,382 | 36,478 |
Fair Value, Measurements, Recurring [Member] | Pre-refunded Municipals [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,063 | 26,697 |
Fair Value, Measurements, Recurring [Member] | Corporate Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 9,585 | 2,437 |
Fair Value, Measurements, Recurring [Member] | Federal Agency Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 3,799 | |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 2,478 | 10,988 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Money Market Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 2,478 | 10,988 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Pre-refunded Municipals [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Corporate Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Federal Agency Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 27,829 | 65,612 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Money Market Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 13,382 | 36,478 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Pre-refunded Municipals [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 1,063 | 26,697 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Corporate Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 9,585 | 2,437 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Federal Agency Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 3,799 | |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Money Market Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Pre-refunded Municipals [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | 0 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Corporate Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 0 | $ 0 |
Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Federal Agency Notes | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 0 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Summary of Fair Value Maturities for Financial Asset (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Fair Value Disclosures [Abstract] | |
Cash equivalents and marketable securities, Maturities by Period, Total | $ 30,307 |
Cash equivalents and marketable securities, Maturities by Period, Less than 1 year | 22,015 |
Cash equivalents and marketable securities, Maturities by Period, 1-5 years | 8,292 |
Cash equivalents and marketable securities, Maturities by Period, 5-10 years | 0 |
Cash equivalents and marketable securities, Maturities by Period, More than 10 years | $ 0 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Recognition [Abstract] | ||
Period of revenue from services | 1 month | |
Subscription revenue term, minimum | 1 year | |
Subscription revenue term, maximum | 3 years | |
Deferred revenue, revenue recognized | $ 2,966 | |
Aggregate amount of transaction price from contractual obligations | $ 16,870 | $ 17,921 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue By Major Product Line in Single Reporting Segment (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Total | $ 26,520 | $ 23,990 |
Service [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 15,006 | 13,881 |
Subscription [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 11,514 | 10,109 |
Government [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 14,398 | 14,663 |
Government [Member] | Service [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 13,198 | 13,263 |
Government [Member] | Subscription [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 1,200 | 1,400 |
Retail [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 12,122 | 9,327 |
Retail [Member] | Service [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | 1,808 | 618 |
Retail [Member] | Subscription [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Total | $ 10,314 | $ 8,709 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Revenue Recognition [Abstract] | ||
Deferred revenue, current | $ 2,989 | $ 3,002 |
Deferred revenue, long-term | 33 | 30 |
Total | $ 3,022 | $ 3,032 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
Revenue, Major Customer [Line Items] | |
Number of reporting segment | 1 |
Customer Concentration Risk [Member] | Minimum [Member] | Sales [Member] | |
Revenue, Major Customer [Line Items] | |
Percentage of revenue from major customers | 10.00% |
Segment Information - Geographi
Segment Information - Geographical Segment Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 26,520 | $ 23,990 | |
Domestic [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 6,675 | 7,419 | |
International [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | [1] | $ 19,845 | $ 16,571 |
[1] | Revenue from the Central Banks, consisting of a consortium of central banks around the world, is classified as international revenue. Reporting revenue by country for this customer is not practicable. |
Segment Information - Customers
Segment Information - Customers Accounted for 10% or More of Revenue (Detail) - Customer Concentration Risk [Member] - Sales [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Central Banks [Member] | ||
Revenue, Major Customer [Line Items] | ||
Entity wide revenue major customers percentage | 54.00% | 60.00% |
Walmart Inc. [Member] | ||
Revenue, Major Customer [Line Items] | ||
Entity wide revenue major customers percentage | 12.00% | 13.00% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options, Granted | 0 | 105,000 | |
Share based compensation expense | $ 1,926 | ||
Share-based Payment Arrangement, Expense | $ 11,936 | $ 9,115 | |
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 3 years | ||
Contractual terms | 10 years | ||
Options, Granted | 0 | ||
Number of options vested. | 137,000 | ||
Number of non-vested options forfeited. | 35,000 | ||
Restricted Stock [Member] | Minimum [Member] | Employee [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 3 years | ||
Restricted Stock [Member] | Minimum [Member] | Director [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 1 year | ||
Restricted Stock [Member] | Maximum [Member] | Employee [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 4 years | ||
Restricted Stock [Member] | Maximum [Member] | Director [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 3 years | ||
Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 3 years | ||
Options, Granted | 0 | ||
Number of options vested. | 30,000 | ||
Number of non-vested options forfeited. | 15,000 | ||
Performance Restricted Stock Units [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 3 years | ||
Options, Granted | 0 | ||
Number of options vested. | 82,000 | ||
Number of non-vested options forfeited. | 42,000 | ||
Stock cancelled and reissued | 21,000 | 21,000 | |
Separation Agreement | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Share-based Payment Arrangement, Expense | $ 3,990 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Valuation Assumptions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price | $ 0 | $ 15.36 |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock price | $ 15.36 | |
Expected life (years) | 3 years 3 months | |
Expected volatility | 70.91% | |
Risk-free interest rate | 0.25% | |
Expected dividend yield | 0.00% |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Restricted Stock Unit Valuation Assumptions (Detail) - Performance Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock price | $ 16.49 |
Expected volatility | 72.50% |
Risk-free interest rate | 0.14% |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocation of Stock-Based Compensation (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 11,936 | $ 9,115 |
Capitalized to software and patent costs | 136 | 158 |
Total stock-based compensation | 12,072 | 9,273 |
Cost of Revenue [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 693 | 745 |
Sales and Marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 2,691 | 2,152 |
Research, Development and Engineering [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | 1,590 | 1,890 |
General and Administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based Payment Arrangement, Expense | $ 6,962 | $ 4,328 |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Compensation Cost Related to Non-Vested Stock-Based Awards Granted (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Total unrecognized compensation costs | $ 11,301 | $ 14,416 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Period for Recognition of Unrecognized Compensation Cost for Stock Options and Restricted Stock (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average period | 1 year 4 months 9 days |
Earnings Per Common Share - Sum
Earnings Per Common Share - Summary of Reconciliation of Earnings (Loss) Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Basic Earnings (Loss) per Common Share: | ||
Net loss | $ (34,759) | $ (32,537) |
Beneficial conversion feature | 0 | (11,443) |
Net loss attributable to common shares | $ (34,759) | $ (43,980) |
Weighted average common shares outstanding — basic | 16,463 | 12,906 |
Basic earnings (loss) per common share | $ (2.11) | $ (3.41) |
Diluted Earnings (Loss) per Common Share: | ||
Net loss attributable to common shares — diluted | $ (34,759) | $ (43,980) |
Weighted average common shares outstanding — diluted | 16,463 | 12,906 |
Diluted earnings (loss) per common share | $ (2.11) | $ (3.41) |
Earnings Per Common Share - Sch
Earnings Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents related to stock options that were anti-dilutive and excluded from diluted net income per share | 32 | 0 |
Higher Than Average Market Price [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Common stock equivalents related to stock options that were anti-dilutive and excluded from diluted net income per share | 50 | 200 |
Trade Accounts Receivable and_3
Trade Accounts Receivable and Allowance for Doubtful Accounts - Summary of Trade Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts Receivable Net Current [Abstract] | ||
Trade accounts receivable, current | $ 6,393 | $ 3,932 |
Allowance for doubtful accounts | (25) | (25) |
Trade accounts receivable, net | 6,554 | 3,907 |
Unpaid deferred revenue included in trade accounts receivable | 1,891 | $ 1,711 |
Trade accounts receivable, long-term | $ 186 |
Trade Accounts Receivable and_4
Trade Accounts Receivable and Allowance for Doubtful Accounts - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Accounts Receivable [Member] | Minimum [Member] | Credit Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Percentage of trade accounts receivable of major customers | 10.00% |
Trade Accounts Receivable and_5
Trade Accounts Receivable and Allowance for Doubtful Accounts - Customers Accounted for 10% or More of Trade Accounts Receivable, Net (Detail) - Accounts Receivable [Member] - Credit Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Company A [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of trade accounts receivable of major customers | 43.00% | 69.00% |
Company B [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of trade accounts receivable of major customers | 15.00% | 0.00% |
Company C [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of trade accounts receivable of major customers | 11.00% | 0.00% |
Related Party Transaction - Add
Related Party Transaction - Additional Information (Details) - Evrythng [Member] - USD ($) $ in Thousands | Dec. 10, 2021 | Dec. 31, 2021 |
Related Party Transaction [Line Items] | ||
Amount of loan facility provided | $ 2,000 | |
Interest rate | 1.00% | |
Maturity date | Dec. 9, 2022 | |
Outstanding balance of the loan | $ 2,001 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 2 years |
Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives of the assets | 10 years |
Property and Equipment - Deprec
Property and Equipment - Depreciation and Amortization on Property and Equipment Using the Straight-Line Method (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Abstract] | ||
Office furniture and fixtures | $ 1,648 | $ 1,650 |
Software | 5,674 | 5,004 |
Equipment | 5,250 | 4,967 |
Leasehold improvements | 1,658 | 1,658 |
Gross property and equipment | 14,230 | 13,279 |
Less accumulated depreciation and amortization | (11,355) | (10,007) |
Property and equipment, net | $ 2,875 | $ 3,272 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Operating Lease [Line Items] | |||
Remaining rent payments | $ 1,947 | ||
Beaverton, Oregon [Member] | |||
Lessee Operating Lease [Line Items] | |||
Existence of option to extend | true | ||
Option to extend operating lease | The term of the lease runs through March 2024 | ||
Option to extend operating lease, month and year | 2024-03 | ||
Remaining rent payments | $ 1,899 |
Leases - Additional Details of
Leases - Additional Details of Leases Presented in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Right of use assets | $ 1,300 | $ 1,793 |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Liabilities | Liabilities |
Lease liabilities, current | $ 745 | $ 663 |
Operating lease, liability, current, statement of financial position [Extensible list] | us-gaap:AccountsPayableAndOtherAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndOtherAccruedLiabilitiesCurrent |
Lease liabilities, long-term | $ 1,028 | $ 1,772 |
Operating lease, liability, noncurrent, statement of financial position [Extensible list] | Lease liability and other long-term liabilities | Lease liability and other long-term liabilities |
Weighted-average remaining life | 2 years 2 months 12 days | 3 years 2 months 12 days |
Weighted-average discount rate | 8.00% | 8.00% |
Leases - Additional Details o_2
Leases - Additional Details of Operating Lease Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Leases [Abstract] | ||
Operating lease expense | $ 1,020 | $ 1,030 |
Cash paid for operating leases | $ 1,170 | $ 1,218 |
Leases - Reconciliation of Undi
Leases - Reconciliation of Undiscounted Cash Payment Obligations of Operating Lease Liability (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
Leases [Abstract] | |
2022 | $ 862 |
2023 | 867 |
2024 | 218 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments | 1,947 |
Imputed interest | (174) |
Total minimum lease payments | $ 1,773 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment charges on intangible | $ 0 | $ 0 |
Capitalized Patent Costs [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 17 years |
Intangibles - Amortization of I
Intangibles - Amortization of Intangible Assets Acquired (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized patent costs | $ 10,219 | $ 9,708 |
Intangible assets acquired: | ||
Gross intangible assets | 12,319 | 11,808 |
Accumulated amortization | (5,708) | (5,196) |
Intangibles, net | $ 6,611 | 6,612 |
Capitalized Patent Costs [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 17 years | |
Capitalized Patent Costs [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 20 years | |
Intellectual Property | ||
Intangible assets acquired: | ||
Intangible assets amount | $ 250 | 250 |
Intellectual Property | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 3 years | |
Intellectual Property | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Existing Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | |
Intangible assets acquired: | ||
Intangible assets amount | $ 1,560 | 1,560 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | |
Intangible assets acquired: | ||
Intangible assets amount | $ 290 | $ 290 |
Intangibles - Amortization Expe
Intangibles - Amortization Expense on Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 576 | $ 559 |
Intangibles - Estimated Future
Intangibles - Estimated Future Aggregate Amortization Expense (Detail) $ in Thousands | Dec. 31, 2021USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2022 | $ 537 |
2023 | 526 |
2024 | 514 |
2025 | 494 |
2026 | $ 462 |
Notes Payable - Additional Info
Notes Payable - Additional Information (Details) - USD ($) $ in Thousands | Sep. 29, 2021 | Sep. 15, 2020 | Apr. 16, 2020 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||||
Application of loan percentage to be applied to forgiveness of the note | 100.00% | |||
Confirmation received from the lender that the note had been forgiven | 100.00% | |||
Gain on extinguishment of note payable | $ 5,094 | |||
PPP [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal loan amount | $ 5,032 | $ 5,032 | ||
Term of loan | 2 years | |||
Interest rate on loan per annum | 1.00% | |||
Loan, payment terms | Principal and interest were payable monthly commencing six months after the disbursement date and could have been prepaid by the Company at any time prior to maturity with no prepayment penalties. | |||
Accrued interest | $ 62 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) | Dec. 10, 2020 | Sep. 29, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | May 31, 2019 | Jun. 30, 2008 |
Shareholders Equity [Line Items] | ||||||||
Preferred stock, shares authorized | 2,500,000 | 2,500,000 | 2,500,000 | |||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock, shares issued | 10,000 | 10,000 | ||||||
Common stock, shares authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Common stock, shares issued | 16,940,000 | 16,735,000 | ||||||
Common stock available for future issuance | $ 6,932,000 | |||||||
Shares of common stock subject to awards outstanding | 50,000 | 305,000 | 558,000 | |||||
Stock Options [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Stock-based compensation plans, number of additional shares available for future grants | 1,004,000 | |||||||
Closing price per share of Digimarc common stock | $ 39.48 | |||||||
Restricted Stock Units [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Fair value RSUs vested | $ 1,050,000 | |||||||
Fair value of PRSUs vested | 1,050,000 | |||||||
Performance Restricted Stock Units [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Closing price per share of Digimarc common stock | $ 16.49 | |||||||
Fair value RSUs vested | $ 2,886,000 | |||||||
Stock cancelled and reissued | 21,000 | 21,000 | ||||||
Grant date fair value | $ 28.93 | |||||||
Fair value of PRSUs vested | $ 2,886,000 | |||||||
Common Stock [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Stock issuance costs | $ 190,000 | $ 394,000 | ||||||
Cash proceeds from sale of common stock | $ 36,530,000 | $ 2,718,000 | ||||||
Issuance of common stock | 0 | 2,704,000 | ||||||
Sale of common stock, sales agent commissions | $ 61,000 | |||||||
Proceeds from Issuance of common stock, net cash proceeds | $ 2,263,000 | |||||||
Common Stock [Member] | Stock Incentive Plan [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Stock-based compensation, number of shares authorized | 1,000,000 | |||||||
Common Stock [Member] | Equity Distribution Agreement With Average Price of 60.61 [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Common stock price per share | $ 16.80 | |||||||
Issuance of common stock | 162 | |||||||
Common Stock [Member] | Maximum [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Aggregate offering price of common stock | $ 30,000,000 | |||||||
Common Stock [Member] | Maximum [Member] | Stock Incentive Plan [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Shares of common stock subject to awards outstanding | 770,000 | |||||||
Private Placement [Member] | Common Stock [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Common stock, shares issued | 2,542,000 | |||||||
Common stock price per share | $ 14.37 | |||||||
Series A Preferred Stock [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Stock-based compensation, number of shares authorized | 10,000 | |||||||
Series A Preferred redeemable stated fair value | $ 5 | |||||||
Series A Preferred stock dividend rights | $ 0 | |||||||
Series A Preferred stock undistributed earnings | $ 0 | |||||||
Series B convertable Preffered Stock [Member] | ||||||||
Shareholders Equity [Line Items] | ||||||||
Preferred stock, par value | $ 0.001 | |||||||
Preferred stock, shares issued | 17,000 | |||||||
Proceeds from issuance of preferred stock | $ 16,970,000 | |||||||
Stock issuance costs | $ 84,000 | |||||||
Preferred stock conversion price | $ 14.37 | |||||||
Common stock issued upon conversion of preferred stock | 1,198,000 | |||||||
Intrinsic value | $ 11,443,000 |
Shareholders' Equity - Reconcil
Shareholders' Equity - Reconciliation of Outstanding Balance of Stock Options (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options, Outstanding at beginning | 305 | 558 |
Options, Granted | 0 | 105 |
Options, Exercised | (220) | (358) |
Options, Forfeited or expired | (35) | 0 |
Options, Outstanding at ending | 50 | 305 |
Options, Exercisable at ending | 50 | |
Options, Unvested at ending | 0 | |
Weighted Average Exercise Price, Outstanding at beginning | $ 27.94 | $ 31.22 |
Weighted Average Exercise Price, Granted | 0 | 15.36 |
Weighted Average Exercise Price, Exercised | 27.31 | 29.36 |
Weighted Average Exercise Price, Forfeited or expired | 15.36 | 0 |
Weighted Average Exercise Price, Outstanding at ending | 39.54 | 27.94 |
Weighted Average Exercise Price, Exercisable at ending | 39.54 | |
Weighted Average Exercise Price, Unvested at ending | 0 | |
Weighted Average Grant Date Fair Value, Outstanding at beginning | 12.65 | 14.03 |
Weighted Average Grant Date Fair Value, Granted | 0 | 7.36 |
Weighted Average Grant Date Fair Value, Exercised | 17.36 | 13.24 |
Weighted Average Grant Date Fair Value, Forfeited or expired | 7.36 | 0 |
Weighted Average Grant Date Fair Value, Outstanding at ending | $ 22.23 | $ 12.65 |
Aggregate Intrinsic Value, Outstanding | $ 0 | |
Aggregate Intrinsic Value, Exercisable | 0 | |
Aggregate Intrinsic Value, Unvested | $ 0 |
Shareholders' Equity - Summary
Shareholders' Equity - Summary of Information about Stock Options Awards Outstanding (Detail) shares in Thousands | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Stockholders Equity Note [Abstract] | |
Exercise Price | $ 39.54 |
Number Outstanding | shares | 50 |
Remaining Contractual Life (Years), Outstanding | 1 year 7 months 9 days |
Weighted Average Price, Outstanding | $ 39.54 |
Number Exercisable | shares | 50 |
Remaining Contractual Life (Years), Exercisable | 1 year 7 months 9 days |
Weighted Average Price, Exercisable | $ 39.54 |
Shareholders' Equity - Reconc_2
Shareholders' Equity - Reconciliation of Unvested Balance of Restricted Stock Awards (Detail) - Restricted Stock [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Unvested, beginning balance | 416 | 435 |
Granted | 255 | 256 |
Vested | (246) | (260) |
Forfeited | (65) | (15) |
Unvested, ending balance | 360 | 416 |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance | $ 28.20 | $ 27.05 |
Granted | 40.53 | 29.95 |
Vested | 29.76 | 28.25 |
Forfeited | 33.64 | 23.73 |
Unvested, ending balance | $ 34.90 | $ 28.20 |
Shareholders' Equity - Fair Val
Shareholders' Equity - Fair Value of Restricted Stock Awards Vested (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Fair value of restricted stock awards vested | $ 8,957 | $ 5,946 |
Shareholders' Equity - Reconc_3
Shareholders' Equity - Reconciliation of Unvested Balance of Restricted Stock Unit (Detail) - Restricted Stock Units [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Unvested, beginning balance | 45 | 0 |
Granted | 0 | 45 |
Vested | (30) | 0 |
Forfeited | (15) | 0 |
Unvested, ending balance | 0 | 45 |
Granted | 0 | 45 |
Vested | (30) | 0 |
Forfeited | (15) | 0 |
Unvested, ending balance | 0 | 45 |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance | $ 15.36 | $ 0 |
Granted | 0 | 15.36 |
Vested | 15.36 | 0 |
Forfeited | 15.36 | 0 |
Unvested, ending balance | 0 | 15.36 |
Granted | 0 | 15.36 |
Vested | 15.36 | 0 |
Forfeited | 15.36 | 0 |
Unvested, ending balance | $ 0 | $ 15.36 |
Shareholders' Equity - Reconc_4
Shareholders' Equity - Reconciliation of Unvested Balance of Performance Restricted Stock Unit (Detail) - Performance Restricted Stock Units [Member] - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Number of Shares | |||
Unvested, beginning balance | 124 | 0 | |
Granted | 0 | 124 | |
Vested | (82) | [1] | 0 |
Forfeited | (42) | 0 | |
Unvested, ending balance | 0 | 124 | |
Granted | 0 | 124 | |
Vested | (82) | [1] | 0 |
Forfeited | (42) | 0 | |
Unvested, ending balance | 0 | 124 | |
Weighted Average Grant Date Fair Value | |||
Unvested, beginning balance | $ 11.08 | $ 0 | |
Granted | 0 | 11.08 | |
Vested | 15.54 | [1] | 0 |
Forfeited | 11.08 | 0 | |
Unvested, ending balance | 0 | 11.08 | |
Granted | 0 | 11.08 | |
Vested | 15.54 | [1] | 0 |
Forfeited | 11.08 | 0 | |
Unvested, ending balance | $ 0 | $ 11.08 | |
[1] | Includes the impact of the modification of 21 PRSUs which were cancelled and reissued at a grant date fair value of $28.93 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employees may contribute their pay to the Plan | 75.00% |
Defined Contribution Plan - Sta
Defined Contribution Plan - Statement of Company Made Matching Contributions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Matching contributions | $ 1,162 | $ 1,146 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Effective tax rate | 0.00% | 0.00% |
Deferred tax assets, valuation allowance | $ 64,273 | $ 55,639 |
Change in valuation allowance | 8,634 | |
Federal net operating loss carry-forwards | 227,497 | |
State net operating loss carry-forwards | $ 157,135 | |
Minimum maturity period for federal net operating loss carry-forward | 5 years | |
Minimum maturity period for state net operating loss carry-forward | 5 years | |
Federal research and experimental tax credits | $ 10,369 | |
State research and experimental tax credits | $ 428 | |
Minimum maturity period for federal research and experimental tax credit carry-forward | 5 years | |
Maximum maturity period for federal research and experimental tax credit carry-forward | 20 years | |
Minimum maturity period for state research and experimental tax credit carry-forward | 5 years | |
Maximum maturity period for state research and experimental tax credit carry-forward | 20 years | |
Accrued interest and penalties associated with uncertain tax positions | $ 0 | $ 0 |
Income Taxes - Components of Ta
Income Taxes - Components of Tax Benefit (Provision) Allocated to Continuing Operations (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 16 |
State | (7) | (9) |
Foreign | (9) | (8) |
Sub-total | (16) | (1) |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Sub-total | 0 | 0 |
Total tax benefit (provision) | $ (16) | $ (1) |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Effective Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income taxes computed at statutory rates | $ 7,296 | $ 6,832 |
(Increases) decreases resulting from: | ||
Change in valuation allowance | (8,634) | (7,830) |
Federal and state research and experimentation credits | 787 | 947 |
State income taxes, net of federal tax benefit | 414 | 451 |
Other | 121 | (401) |
Total tax benefit (provision) | $ (16) | $ (1) |
Income taxes computed at statutory rates, Percentage | (21.00%) | (21.00%) |
(Increases) decreases resulting from: | ||
Change in valuation allowance, Percentage | 24.00% | 24.00% |
Federal and state research and experimentation credits, Percentage | (2.00%) | (3.00%) |
State income taxes, net of federal tax benefit, Percentage | (1.00%) | (1.00%) |
Other, Percentage | 0.00% | 1.00% |
Total, Percentage | 0.00% | 0.00% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Federal and state net operating losses | $ 55,481 | $ 47,442 |
Federal and state research and experimentation credits | 9,789 | 9,152 |
ASC 842 - lease liabilities | 393 | 524 |
Stock based compensation | 217 | 158 |
Deferred social security tax | 116 | 212 |
Goodwill | 97 | 154 |
Other | 107 | 128 |
Total gross deferred tax assets | 66,200 | 57,770 |
Less valuation allowance | (64,273) | (55,639) |
Net deferred tax assets | 1,927 | 2,131 |
Deferred tax liabilities: | ||
Patent expenditures | (1,475) | (1,433) |
ASC 842 - right of use assets | (288) | (386) |
Fixed asset differences | (164) | (312) |
Total gross deferred tax liabilities | (1,927) | (2,131) |
Total net deferred tax assets and liabilities | $ 0 | $ 0 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Uncertain Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning balance | $ 823 | $ 676 |
Addition for current year tax positions | 84 | 92 |
Addition for prior year tax positions | 11 | 55 |
Reduction for prior year positions | 0 | 0 |
Reduction for prior year positions resolved during the current year | 0 | 0 |
Ending balance | $ 918 | $ 823 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event $ / shares in Units, shares in Thousands, $ in Thousands | Feb. 04, 2022USD ($)Squarefoot | Jan. 03, 2022USD ($)$ / sharesshares |
Subsequent Event [Line Items] | ||
Number of square feet | Squarefoot | 65,500 | |
Rent payment | $ 8,800 | |
Rent payment period | 26 months | |
EVRYTHNG | ||
Subsequent Event [Line Items] | ||
Warrants and rights outstanding, maturity date | Mar. 27, 2022 | |
Business acquisition, common stock, value | $ 50,000 | |
EVRYTHNG | Warrant | ||
Subsequent Event [Line Items] | ||
Warrants exercise per share | $ / shares | $ 36.56 | |
Share Purchase Agreement | EVRYTHNG | ||
Subsequent Event [Line Items] | ||
Noncash acquisition, shares acquired, value | shares | 772 | |
Purchase of warrants | shares | 231 | |
Business combination, liabilities assumed | $ 8,500 | |
Estimated closing cost | 6,931 | |
Product Annual Recurring Revenue | $ 10,000 |