Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 29, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | DMRC | |
Entity Registrant Name | Digimarc CORP | |
Entity Central Index Key | 0001438231 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity File Number | 001-34108 | |
Entity Tax Identification Number | 26-2828185 | |
Entity Address, Address Line One | 8500 SW Creekside Place | |
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 | |
Entity Common Stock, Shares Outstanding | 19,970,741 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value Per Share | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | OR | |
Document Transition Report | false | |
Document Quarterly Report | true | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 47,051 | $ 13,789 |
Marketable securities | 21,339 | 19,537 |
Trade accounts receivable, net | 5,870 | 6,368 |
Loan receivable from related party | 0 | 2,001 |
Other current assets | 4,655 | 2,316 |
Total current assets | 78,915 | 44,011 |
Marketable securities | 0 | 8,292 |
Property and equipment, net | 2,882 | 2,875 |
Intangibles, net | 37,984 | 6,611 |
Goodwill | 6,325 | 1,114 |
Lease right of use assets | 5,476 | 1,300 |
Other assets | 1,172 | 673 |
Total assets | 132,754 | 64,876 |
Current liabilities: | ||
Accounts payable and other accrued liabilities | 7,549 | 4,727 |
Deferred revenue | 3,581 | 2,989 |
Total current liabilities | 11,130 | 7,716 |
Long-term lease liabilities | 6,120 | 1,028 |
Other long-term liabilities | 225 | 752 |
Total liabilities | 17,475 | 9,496 |
Commitments and contingencies (Note 14) | ||
Shareholders’ equity: | ||
Preferred stock (par value $0.001 per share, 2,500 authorized, 10 shares issued and outstanding at June 30, 2022 and December 31, 2021) | 50 | 50 |
Common stock (par value $0.001 per share, 50,000 authorized, 19,959 and 16,940 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively) | 20 | 17 |
Additional paid-in capital | 357,509 | 261,324 |
Accumulated deficit | (238,431) | (206,011) |
Accumulated other comprehensive loss | (3,869) | 0 |
Total shareholders’ equity | 115,279 | 55,380 |
Total liabilities and shareholders’ equity | $ 132,754 | $ 64,876 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares shares in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 19,959 | 16,940 |
Common stock, shares outstanding | 19,959 | 16,940 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Revenue: | |||||
Total revenue | $ 7,747 | $ 6,278 | $ 15,158 | $ 12,978 | |
Cost of revenue: | |||||
Total cost of revenue | 3,750 | 2,049 | 7,817 | 4,410 | |
Gross profit | 3,997 | 4,229 | 7,341 | 8,568 | |
Operating expenses: | |||||
Sales and marketing | 8,073 | 6,277 | 16,018 | 11,218 | |
Research, development and engineering | 6,065 | 4,213 | 12,156 | 8,344 | |
General and administrative | 4,487 | 9,175 | 10,895 | 12,668 | |
Amortization expense on acquired intangible assets | 321 | 0 | 663 | 0 | |
Impairment of lease right of use assets and leasehold improvements | 0 | 0 | 574 | 0 | |
Total operating expenses | 18,946 | 19,665 | 40,306 | 32,230 | |
Operating loss | (14,949) | (15,436) | (32,965) | (23,662) | |
Other income, net | 93 | 18 | 89 | 28 | |
Loss before income taxes | (14,856) | (15,418) | (32,876) | (23,634) | |
Benefit (provision) for income taxes | 217 | (4) | 456 | (10) | |
Net loss | $ (14,639) | $ (15,422) | $ (32,420) | $ (23,644) | |
Loss per common share: | |||||
Loss per common share — basic | $ (0.75) | $ (0.94) | $ (1.76) | $ (1.44) | |
Loss per common share — diluted | $ (0.75) | $ (0.94) | $ (1.76) | $ (1.44) | |
Weighted average common shares outstanding — basic | 19,539 | 16,430 | 18,448 | 16,382 | |
Weighted average common shares outstanding — diluted | 19,539 | 16,430 | 18,448 | 16,382 | |
Comprehensive loss: | |||||
Unrealized loss on marketable securities, net of tax of $0 | $ (52) | $ 0 | $ (250) | $ 0 | |
Foreign currency translation adjustment, net of tax of $0 | (2,700) | 0 | (3,619) | 0 | |
Other comprehensive loss | (2,752) | 0 | (3,869) | 0 | |
Net loss | (14,639) | (15,422) | (32,420) | (23,644) | |
Comprehensive loss | (17,391) | (15,422) | (36,289) | (23,644) | |
Service [Member] | |||||
Revenue: | |||||
Total revenue | 4,503 | 3,791 | 8,123 | 7,575 | |
Cost of revenue: | |||||
Total cost of revenue | [1] | 1,744 | 1,515 | 3,575 | 3,085 |
Subscription [Member] | |||||
Revenue: | |||||
Total revenue | 3,244 | 2,487 | 7,035 | 5,403 | |
Cost of revenue: | |||||
Total cost of revenue | [1] | 886 | 534 | 1,928 | 1,325 |
Amortization Expense on Acquired Intangible Assets [Member] | |||||
Cost of revenue: | |||||
Total cost of revenue | $ 1,120 | $ 0 | $ 2,314 | $ 0 | |
[1]Cost of revenue for Service and Subscription excludes amortization expense on acquired intangible assets. |
Consolidated Statements of Op_2
Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||
Unrealized loss on marketable securities, tax | $ 0 | $ 0 |
Foreign currency translation adjustment, tax | $ 0 | $ 0 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Balance at Dec. 31, 2020 | $ 83,839 | $ 50 | $ 17 | $ 255,024 | $ (171,252) | $ 0 |
Balance, shares at Dec. 31, 2020 | 10 | 16,735 | ||||
Exercise of stock options | 1,075 | $ 0 | $ 0 | 1,075 | 0 | 0 |
Exercise of stock options, shares | 0 | 70 | ||||
Issuance of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of restricted common stock, shares | 0 | 198 | ||||
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units,shares | 0 | 112 | ||||
Forfeiture of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Forfeiture of restricted common stock, shares | 0 | (35) | ||||
Purchase of common stock | (4,849) | $ 0 | $ 0 | (4,849) | 0 | 0 |
Purchase of common stock, shares | (137) | |||||
Stock-based compensation | 8,821 | 0 | $ 0 | 8,821 | 0 | 0 |
Unrealized loss on marketable securities | 0 | |||||
Foreign currency translation adjustments | 0 | |||||
Net loss | (23,644) | 0 | 0 | 0 | (23,644) | 0 |
Balance at Jun. 30, 2021 | 65,242 | $ 50 | $ 17 | 260,071 | (194,896) | 0 |
Balance, shares at Jun. 30, 2021 | 10 | 16,943 | ||||
Balance at Mar. 31, 2021 | 76,793 | $ 50 | $ 17 | 256,200 | (179,474) | 0 |
Balance, shares at Mar. 31, 2021 | 10 | 16,850 | ||||
Exercise of stock options | 1,075 | $ 0 | $ 0 | 1,075 | 0 | 0 |
Exercise of stock options, shares | 0 | 70 | ||||
Issuance of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of restricted common stock, shares | 0 | 44 | ||||
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units,shares | 0 | 112 | ||||
Forfeiture of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Forfeiture of restricted common stock, shares | 0 | (16) | ||||
Purchase of common stock | (3,979) | $ 0 | $ 0 | (3,979) | 0 | 0 |
Purchase of common stock, shares | 0 | (117) | ||||
Stock-based compensation | 6,775 | $ 0 | $ 0 | 6,775 | 0 | 0 |
Unrealized loss on marketable securities | 0 | |||||
Foreign currency translation adjustments | 0 | |||||
Net loss | (15,422) | 0 | 0 | 0 | (15,422) | 0 |
Balance at Jun. 30, 2021 | 65,242 | $ 50 | $ 17 | 260,071 | (194,896) | 0 |
Balance, shares at Jun. 30, 2021 | 10 | 16,943 | ||||
Balance at Dec. 31, 2021 | 55,380 | $ 50 | $ 17 | 261,324 | (206,011) | 0 |
Balance, shares at Dec. 31, 2021 | 10 | 16,940 | ||||
Issuance of common stock | $ 89,739 | $ 0 | $ 3 | 89,736 | 0 | 0 |
Issuance of common stock, shares | 0 | 3,022 | ||||
Exercise of stock options, shares | 0 | |||||
Issuance of warrants for acquisition | $ 1,601 | $ 0 | $ 0 | 1,601 | 0 | 0 |
Issuance of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of restricted common stock, shares | 0 | 40 | ||||
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units,shares | 0 | 17 | ||||
Forfeiture of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Forfeiture of restricted common stock, shares | 0 | (21) | ||||
Purchase of common stock | (974) | $ 0 | $ 0 | (974) | 0 | 0 |
Purchase of common stock, shares | (39) | |||||
Stock-based compensation | 5,822 | 0 | $ 0 | 5,822 | 0 | 0 |
Unrealized loss on marketable securities | (250) | 0 | 0 | 0 | 0 | (250) |
Foreign currency translation adjustments | (3,619) | 0 | 0 | 0 | 0 | (3,619) |
Net loss | (32,420) | 0 | 0 | 0 | (32,420) | 0 |
Balance at Jun. 30, 2022 | 115,279 | $ 50 | $ 20 | 357,509 | (238,431) | (3,869) |
Balance, shares at Jun. 30, 2022 | 10 | 19,959 | ||||
Balance at Mar. 31, 2022 | 71,523 | $ 50 | $ 18 | 296,364 | (223,792) | (1,117) |
Balance, shares at Mar. 31, 2022 | 10 | 17,687 | ||||
Issuance of common stock | $ 58,220 | $ 0 | $ 2 | 58,218 | 0 | 0 |
Issuance of common stock, shares | 0 | 2,250 | ||||
Exercise of stock options, shares | 0 | |||||
Issuance of restricted common stock | $ 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Issuance of restricted common stock, shares | 0 | 40 | ||||
Vesting of restricted stock units | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Vesting of restricted stock units,shares | 0 | 16 | ||||
Forfeiture of restricted common stock | 0 | $ 0 | $ 0 | 0 | 0 | 0 |
Forfeiture of restricted common stock, shares | 0 | (13) | ||||
Purchase of common stock | (391) | $ 0 | $ 0 | (391) | 0 | 0 |
Purchase of common stock, shares | 0 | (21) | ||||
Stock-based compensation | 3,318 | $ 0 | $ 0 | 3,318 | 0 | 0 |
Unrealized loss on marketable securities | (52) | 0 | 0 | 0 | 0 | (52) |
Foreign currency translation adjustments | (2,700) | 0 | 0 | 0 | 0 | (2,700) |
Net loss | (14,639) | 0 | 0 | 0 | (14,639) | 0 |
Balance at Jun. 30, 2022 | $ 115,279 | $ 50 | $ 20 | $ 357,509 | $ (238,431) | $ (3,869) |
Balance, shares at Jun. 30, 2022 | 10 | 19,959 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (32,420) | $ (23,644) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and write-off of property and equipment | 720 | 717 |
Amortization of acquired intangible assets | 2,977 | 0 |
Amortization and write-off of other intangible assets | 344 | 345 |
Amortization of lease right of use assets under operating leases | 520 | 240 |
Amortization of net premiums (discounts) on marketable securities | 0 | (498) |
Stock-based compensation | 5,742 | 8,747 |
Impairment of lease right of use assets and leasehold improvements | 574 | 0 |
Changes in operating assets and liabilities: | ||
Trade accounts receivable | 1,776 | (950) |
Other current assets | (600) | 392 |
Other assets | (568) | (19) |
Accounts payable and other accrued liabilities | (2,881) | 1,859 |
Deferred revenue | (1,043) | (331) |
Lease liability and other long-term liabilities | (808) | 656 |
Net cash used in operating activities | (25,667) | (12,486) |
Cash flows from investing activities: | ||
Net cash paid for acquisition | (3,512) | 0 |
Purchase of property and equipment | (716) | (569) |
Capitalized patent costs | (271) | (290) |
Proceeds from maturities of marketable securities | 11,148 | 49,722 |
Purchases of marketable securities | (4,908) | (30,941) |
Net cash provided by investing activities | 1,741 | 17,922 |
Cash flows from financing activities: | ||
Issuance of common stock, net of issuance costs | 58,220 | 0 |
Purchase of common stock | (974) | (3,774) |
Loan repayment | (17) | 0 |
Net cash provided by (used in) financing activities | 57,229 | (3,774) |
Effect of exchange rate on cash | (41) | 0 |
Net increase in cash and cash equivalents | 33,262 | 1,662 |
Cash and cash equivalents at beginning of period | 13,789 | 19,696 |
Cash and cash equivalents at end of period | 47,051 | 21,358 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes, net | (14) | (31) |
Supplemental schedule of non-cash activities: | ||
Property and equipment and patent costs in accounts payable | 4 | (67) |
Stock-based compensation capitalized to software and patent costs | 80 | 74 |
Common stock issued for acquisition | 31,519 | 0 |
Warrants issued for acquisition | 1,601 | 0 |
Right of use assets obtained in exchange for lease obligations | $ 5,176 | $ 0 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Significant Accounting Policies | 1. Description of Business and Significant Accounting Policies Description of Business Digimarc Corporation (“Digimarc” or the “Company”), an Oregon corporation, is a global leader in product digitization, delivering business value across industries through unique identifiers and cloud-based solutions. Our technology illuminates a product's journey to provide complete visibility into all relevant product data, allowing companies to make intelligent business decisions. The Digimarc Platform is a unique software as a service to manage digital identities, connect physical items using most existing data carriers, and provide a digital twin to help connected physical items interact with machines, devices, and applications. The Digimarc Platform is underpinned by: • Digital Watermarks: Built on a patented foundation, these data carriers provide an imperceptible digital identity and make scanning much more efficient than traditional visual barcodes as they are repeated many times throughout product packaging. • Detection Software: A software program for computing devices and network interfaces that recognizes and decodes Digimarc watermarks and easily scans most digital identifiers. • Verification/QC Software: Verification and quality control software that offers detailed reports enabling printers and premedia professionals to validate Digimarc watermarks and assess the expected performance. • EVRYTHNG Product Cloud: The Product Cloud assigns products a unique digital identity, making products trackable, intelligent, and interactive by applying analytics and real-time intelligence to a company’s data. Interim Consolidated Financial Statements Our significant accounting policies are detailed in “Note 1: Description of Business and Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2022 (the “2021 Annual Report”). The Company has added “Business Combinations” below as a new significant accounting policy. The accompanying interim consolidated financial statements have been prepared from the Company’s records without audit and, in management’s opinion, include all adjustments (consisting of only normal recurring adjustments) necessary to fairly reflect the financial condition and the results of operations for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) have been condensed or omitted in accordance with the rules and regulations of the SEC. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the 2021 Annual Report. The results of operations for the interim periods presented in these consolidated financial statements are not necessarily indicative of the results for the full year. 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. Digimarc acquired EVRYTHNG Limited (“EVRYTHNG”) on January 3, 2022. The financial results of EVRYTHNG are consolidated with Digimarc’s financial results for the post-acquisition period. See Notes 6 and 9 for information related to the EVRYTHNG acquisition. Reclassifications Certain prior period amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to current period presentation. These reclassifications had no material effect on the results of operations or financial position for any period presented. Goodwill The Company tests goodwill for impairment annually in June and whenever events or changes in circumstances indicate that the carrying value may exceed the fair value. The Company operates as a single reporting unit. The Company estimates the fair value of its single reporting unit using a market approach, which takes into account the Company’s market capitalization plus an estimated control premium. In connection with the Company’s annual impairment test of goodwill as of June 30, 2022 and 2021, management concluded that there was no impairment to goodwill as the estimated fair value of the Company’s reporting unit substantially exceeded the carrying value. Business Combinations The Company allocates purchase price consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed and equity interests issued, after considering any transactions that are separate from the business combination. The fair value of equity issued as part of a business combination is determined based on the closing price of the Company’s stock on the date of issuance. The excess of fair value of purchase price consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such fair value calculations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, the cost to develop acquired technology, useful lives, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, the Company may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. Foreign Currency Translation The Company translates the accounts of our non-U.S. subsidiaries into U.S. dollars as follows: revenues, expenses, gains and losses are translated at average exchange rates during the period; and assets and liabilities are translated at the exchange rate on the balance sheet date. Translation gains and losses are reported in our Consolidated Balance Sheets as a component of “accumulated other comprehensive income (loss).” Accounting Pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “ Business Combination (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers he impact of adopting this standard was not material to the Company’s consolidated financial statements. Accounting Pronouncements Issued But Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 2. Fair Value of Financial Instruments The estimated fair values of the Company’s financial instruments, which include cash equivalents, accounts receivable, accounts payable and other accrued liabilities, approximate their carrying values due to the short-term nature of these instruments. The Company’s marketable securities are now classified as available-for-sale, as the Company recently sold a marketable security, which was previously classified as held-to-maturity. The Company has reassessed classification of the remaining marketable securities and therefore adjusted them to be reported at fair value. Unrealized holding gains and losses are excluded from earnings and are reported net of tax in “accumulated other comprehensive income (loss)” in the Consolidated Balance Sheets until realized. Realized gains and losses are included in “other income (loss), net” in the Consolidated Statement of Operations and are derived using the specific identification method for determining the cost of marketable securities sold. As of December 31, 2021, the Company’s marketable securities were classified as held-to-maturity and reported at amortized cost, which approximated fair value. The Company’s fair value hierarchy for its cash equivalents and marketable securities was as follows: June 30, 2022 Level 1 Level 2 Level 3 Total Money market securities $ 10,847 $ — $ — $ 10,847 Commercial paper — 38,723 — 38,723 Federal agency notes — 11,210 — 11,210 Corporate notes — 6,407 — 6,407 Pre-refunded municipals — 150 — 150 Total $ 10,847 $ 56,490 $ — $ 67,337 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 The fair value maturities of the Company’s cash equivalents and marketable securities as of June 30, 2022, were as follows: Maturities by Period Total Less 1 year 1-5 years 5 - 10 years More than 10 years Cash equivalents and marketable securities $ 67,337 $ 67,337 $ — $ — $ — 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 federal agency notes totaling $45,998 and $2,478 at June 30, 2022, and December 31, 2021, respectively. Cash equivalents are carried at either cost or fair value, depending on the type of security. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2022 | |
Revenue Recognition [Abstract] | |
Revenue Recognition | 3. 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 and, to a lesser extent, professional services. The majority of services contracts are structured as time and materials 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 licensing of software products and, to a lesser extent, the licensing and 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. Customer 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: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Government Service $ 3,389 $ 3,522 $ 6,661 $ 7,107 Subscription 488 300 788 600 Total Government 3,877 3,822 7,449 7,707 Commercial Service $ 1,114 $ 269 $ 1,462 $ 468 Subscription 2,756 2,187 6,247 4,803 Total Commercial 3,870 2,456 7,709 5,271 Total $ 7,747 $ 6,278 $ 15,158 $ 12,978 The Company has contract assets from contracts with customers that are classified as “trade accounts receivable” in the Consolidated Balance Sheets. Financial information about trade accounts receivable is included in Note 8. The Company has contract liabilities from contracts with customers that are classified as “deferred revenue” in the Consolidated Balance Sheets. 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: June 30, December 31, 2022 2021 Deferred revenue, current $ 3,581 $ 2,989 Deferred revenue, long-term 43 33 Total $ 3,624 $ 3,022 The Company recognized $2,096 of revenue during the six months ended June 30, 2022, that was included in the contract liability balance as of December 31, 2021. The aggregate amount of the transaction prices from contractual obligations that are unsatisfied or partially unsatisfied was $22,623 and $16,870 as of June 30, 2022, and December 31, 2021, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 4. 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: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Domestic $ 2,007 $ 1,640 $ 4,370 $ 3,362 International (1) 5,740 4,638 10,788 9,616 Total $ 7,747 $ 6,278 $ 15,158 $ 12,978 ( 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: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Central Banks 47 % 61 % 47 % 59 % Walmart Inc. * 13 % * 12 % Long-Lived Tangible Assets by Geographical Area Long-lived tangible assets by geographic area was as follows: June 30, December 31, 2022 2021 United States $ 2,796 $ 2,875 Europe 86 — Total $ 2,882 $ 2,875 |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 5. 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 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 service period of the award. There were 1 stock options granted during the six months ended June 30, 2022, as replacement equity awards for vested stock options held by EVRYTHNG employees. No stock options were granted during the six months ended June 30, 2021 . Restricted Stock The fair value of restricted stock awards that 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 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 that 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 three to four years for employee grants. Performance Stock Units The fair value of performance stock unit (“PSU”) awards that vest upon meeting a performance condition, such as the Company exceeding a future annual recurring revenue target, and a service condition, is determined based on the probability of achievement of the performance criteria as of each reporting date (measurement date). The probability of achievement is subject to judgment, and could change from period to period, impacting the fair value of the award. The fair value of PSU awards that vest upon meeting a market condition, such as the Company exceeding shareholder returns as compared to an index of peer companies, and a service condition, is determined on the date of grant (measurement date) using the Monte Carlo valuation 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 three years for employee grants. The following inputs are used in the Monte Carlo valuation model to estimate the fair value: 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 valuation inputs: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Stock price $ — $ — $ 32.02 $ — Expected volatility — — 82.8 % — Risk-free interest rate — — 1.8 % — Stock-Based Compensation Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Stock-based compensation: Cost of revenue $ 265 $ 178 $ 466 $ 351 Sales and marketing 1,149 1,550 1,893 1,990 Research, development and engineering 643 405 1,150 801 General and administrative 1,217 4,604 2,233 5,605 Stock-based compensation expense 3,274 6,737 5,742 8,747 Capitalized to software and patent costs 44 38 80 74 Total stock-based compensation $ 3,318 $ 6,775 $ 5,822 $ 8,821 The following table sets forth total unrecognized compensation costs related to non-vested stock-based awards granted under the Company’s equity compensation plan: As of As of June 30, December 31, 2022 2021 Total unrecognized compensation costs $ 22,060 $ 11,301 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 June 30, 2022, for all non-vested stock-based awards over weighted average periods through June 30, 2026, as follows: Restricted Stock RSUs PSUs Weighted average period 1.23 years 1.64 years 1.89 years As of June 30, 2022, under the Company’s stock-based compensation plan, an additional 430 shares remained available for future grants. The Company issues new shares upon exercises of stock options, grants of restricted stock awards and vesting of RSU and PSU awards. Stock Option Activity The following tables present the outstanding stock option activity: Weighted Weighted Average Average Aggregate Number of Exercise Grant Date Intrinsic Three months ended June 30, 2022: Options Price Fair Value Value Outstanding at March 31, 2022 51 $ 39.14 $ 21.72 Granted — $ — $ — Exercised — $ — $ — Forfeited or expired — $ — $ — Outstanding at June 30, 2022 51 $ 39.14 $ 21.72 $ — Weighted Weighted Average Average Aggregate Number of Exercise Grant Date Intrinsic Six months ended June 30, 2022: Options Price Fair Value Value Outstanding at December 31, 2021 50 $ 39.54 $ 22.23 Granted 1 $ 22.15 $ — Exercised — $ — $ — Forfeited or expired — $ — $ — Outstanding at June 30, 2022 51 $ 39.14 $ 21.72 $ — Exercisable at June 30, 2022 51 $ 39.14 $ — The aggregate intrinsic value is based on the closing price of $14.14 per share of Digimarc common stock on June 30, 2022, which would have been received by the optionees had all of the options with exercise prices less than $14.14 per share been exercised on that date. Restricted Stock Activity The following tables present the unvested restricted stock activity: Weighted Average Number of Grant Date Three months ended June 30, 2022: Shares Fair Value Unvested balance, March 31, 2022 302 $ 35.29 Granted 40 $ 19.82 Vested (56 ) $ 31.49 Forfeited (13 ) $ 38.09 Unvested balance, June 30, 2022 273 $ 33.65 Weighted Average Number of Grant Date Six months ended June 30, 2022: Shares Fair Value Unvested balance, December 31, 2021 360 $ 34.90 Granted 40 $ 19.82 Vested (106 ) $ 31.85 Forfeited (21 ) $ 37.60 Unvested balance, June 30, 2022 273 $ 33.65 The fair value of restricted stock awards vested is as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Fair value of restricted stock awards vested $ 1,175 $ 2,285 $ 2,778 $ 4,460 Restricted Stock Units Activity The following tables present the unvested RSU activity: Weighted Average Number of Grant Date Three months ended June 30, 2022: Shares Fair Value Unvested balance, March 31, 2022 308 $ 32.31 Granted 163 $ 18.31 Vested (16 ) $ 32.13 Forfeited (18 ) $ 28.37 Unvested balance, June 30, 2022 437 $ 27.25 Weighted Average Number of Grant Date Six months ended June 30, 2022: Shares Fair Value Unvested balance, December 31, 2021 — $ — Granted 472 $ 27.50 Vested (17 ) $ 32.88 Forfeited (18 ) $ 28.39 Unvested balance, June 30, 2022 437 $ 27.25 The fair value of RSU awards vested is as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Fair value of RSU awards vested $ 286 $ 1,050 $ 333 $ 1,050 Performance Stock Units Activity The following tables present the unvested PSU activity: Weighted Average Number of Grant Date Three months ended June 30, 2022: Shares Fair Value Unvested balance, March 31, 2022 144 $ 32.02 Granted — $ — Vested — $ — Forfeited — $ — Unvested balance, June 30, 2022 144 $ 32.02 Weighted Average Number of Grant Date Six months ended June 30, 2022: Shares Fair Value Unvested balance, December 31, 2021 — $ — Granted 144 $ 32.02 Vested — $ — Forfeited — $ — Unvested balance, June 30, 2022 144 $ 32.02 The fair value of PSU awards vested is as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Fair value of PSU awards vested $ — $ 2,886 $ — $ 2,886 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Shareholders' Equity | 6. Shareholders’ Equity 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. A portion of the consideration was held back by the Company to secure any post-closing adjustments to the initial consideration and the indemnification obligations of the EVRYTHNG sellers. $3,986 of closing costs on behalf of the EVRYTHNG sellers. The warrants had a per share exercise price of $36.56 and could only be exercised by payment of the exercise price in cash. All of the warrants expired unexercised. The Company granted replacement equity awards to the holders of vested and unvested EVRYTHNG options, The Purchase Agreement provided 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, was equivalent to $50,000 of the Company’s common stock. The number of additional common shares would be adjusted downward if EVRYTHNG failed 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 wa s higher than its stock price as of the closing of the EVRYTHNG acquisition. No additional shares of the Company’s common stock are expected to be issued, outside of the issuance of shares held back for any post-closing adjustments and indemni fication obligations , as the conditions for the additional shares have not been met . Registered Direct Offering On April 5, 2022, the Company entered into purchase agreements with certain investors providing for the issuance and sale by the Company of 2,250 common shares in a registered direct offering. The common shares were offered at a price of $25.90 per share, and the gross cash proceeds to the Company were $58,275. The Company incurred $55 of legal costs related to the offering. The closing of the registered direct offering occurred on April 7, 2022. |
Loss Per Common Share
Loss Per Common Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Loss Per Common Share | 7. Loss 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 PSUs. The dilutive effect of stock options, RSUs and PSUs is determined using the treasury stock method. The following table reconciles loss per common share: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Basic Loss per Common Share: Net loss attributable to common shares — basic $ (14,639 ) $ (15,422 ) $ (32,420 ) $ (23,644 ) Weighted average common shares outstanding — basic 19,539 16,430 18,448 16,382 Basic loss per common share $ (0.75 ) $ (0.94 ) $ (1.76 ) $ (1.44 ) Diluted Loss per Common Share: Net loss attributable to common shares — diluted $ (14,639 ) $ (15,422 ) $ (32,420 ) $ (23,644 ) Weighted average common shares outstanding — diluted 19,539 16,430 18,448 16,382 Diluted loss per common share $ (0.75 ) $ (0.94 ) $ (1.76 ) $ (1.44 ) The following table indicates the common stock equivalents related to stock options, RSUs and PSUs that were anti-dilutive and excluded from diluted earnings per common share calculations: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Anti-dilutive shares due to: Exercise prices higher than the average market price 51 100 50 100 Net loss — — — 61 |
Trade Accounts Receivable
Trade Accounts Receivable | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Trade Accounts Receivable | 8. Trade Accounts Receivable Trade Accounts Receivable Trade accounts receivable are recorded at the contractual or invoiced amount. June 30, December 31, 2022 2021 Trade accounts receivable, current $ 5,908 $ 6,393 Trade accounts receivable, long-term 60 186 Allowance for doubtful accounts (38 ) (25 ) Trade accounts receivable, net $ 5,930 $ 6,554 Unpaid deferred revenue included in trade accounts receivable $ 1,393 $ 1,891 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: June 30, December 31, 2022 2021 Company A 37 % 43 % Company B 14 % * Company C * 15 % Company D * 11 % * Less than 10% |
Business Combination
Business Combination | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combination | 9. Business Combination On January 3, 2022, the Company completed its acquisition of EVRYTHNG, a London-based product cloud company. The aggregate preliminary purchase price for the acquisition was $36,634, which included the fair value of the 772 A portion of the 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 aggregate purchase price remains preliminary, as the Company is still finalizing the issuance of the held back consideration. On December 10, 2021, the Company entered into a Loan Agreement with EVRYTHNG (the “Loan Agreement”) pursuant to the Purchase Agreement. The Loan Agreement provided a loan facility of $2,000 to EVRYTHNG at an interest rate of 1% per annum. The loan matures on December 9, 2022. The loan balance of $2,001 on January 3, 2022, was included in “loan payable to related party” below in the preliminary purchase price allocation, as the liability was assumed by the combined company. The loan payable balance is eliminated in consolidation in the Consolidated Balance Sheet as of June 30, 2022. The following table presents the preliminary purchase price allocation: Preliminary Purchase Price Allocation January 3, 2022 Trade accounts receivable, net $ 717 Other current assets 1,947 Property and equipment, net 99 Lease right of use assets and other long-term assets 484 Intangibles 37,740 Goodwill 5,749 Accounts payable and other accrued liabilities (6,092 ) Deferred revenue (1,804 ) Loan payable to related party (2,001 ) Lease liability and other long-term liabilities (205 ) Total preliminary purchase price $ 36,634 The Company preliminarily allocated $37,740 of the purchase price to intangible assets, which was comprised of The following unaudited pro forma consolidated results of operations include the financial results of Digimarc and EVRYTHNG assuming the acquisition was completed on January 1, 2021, the beginning of the earliest period presented. Pro forma adjustments are primarily comprised of preliminary estimates of amortization expense on acquired intangible assets, transaction expenses and the elimination of EVRYTHNG’s historical interest expense on long-term debt that was settled at closing. The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved or of results that may occur in the future. Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Revenue $ 7,747 $ 7,573 $ 15,158 $ 15,506 Net loss $ (14,636 ) $ (20,088 ) $ (31,973 ) $ (36,447 ) Loss per common share: Basic $ (0.75 ) $ (1.17 ) $ (1.73 ) $ (2.12 ) Diluted $ (0.75 ) $ (1.17 ) $ (1.73 ) $ (2.12 ) |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | 10. 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. June 30, December 31, 2022 2021 Office furniture and fixtures $ 1,613 $ 1,648 Software 6,005 5,674 Equipment 5,766 5,250 Leasehold improvements 1,918 1,658 Gross property and equipment 15,302 14,230 Less accumulated depreciation and amortization (12,420 ) (11,355 ) Property and equipment, net $ 2,882 $ 2,875 |
Intangibles
Intangibles | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangibles | 11. 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 six months ended June 30, 2022 and 2021. 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 June 30, December 31, (years) 2022 2021 Capitalized patent costs 17-20 $ 10,427 $ 10,219 Intangible assets acquired: Purchased intellectual property 10 250 250 Developed technology 5 23,303 1,560 Customer relationships 10 12,752 290 Gross intangible assets 46,732 12,319 Accumulated amortization (8,748 ) (5,708 ) Intangibles, net $ 37,984 $ 6,611 The amortization of capitalized patent costs, purchased intellectual property, and developed technology is recorded in “cost of revenue” and the amortization of customer relationships is recorded in “sales and marketing” in the Consolidated Statements of Operations. Amortization expense on intangible assets was as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Amortization expense $ 1,583 $ 143 $ 3,260 $ 285 For intangible assets recorded at June 30, 2022, the estimated future aggregate amortization expense for the years ending December 31, 2022 through December 31, 2026 is as follows: Amortization As of June 30, 2022: Expense Remaining in 2022 $ 3,070 2023 6,135 2024 6,122 2025 6,103 2026 6,071 |
Leases
Leases | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Leases | 12. Leases The Company leases office space in Beaverton, Oregon. The term of the lease runs through March 2024, with remaining rent payments as of June 30, 2022, totaling $1,489 plus operating expenses, payable in monthly installments. The Company stopped using this office space as its corporate headquarters in March 2022 and is now marketing the office space for sublease. The Company entered into a sublease agreement and lease extension agreement for another facility in Beaverton, Oregon in February 2022 to move the Company’s corporate headquarters. The term of the sublease and lease extension runs through September 2030, with remaining rent payments as of June 30, 2022, totaling $8,756 plus operating expenses, payable in monthly installments. The first 26 months of rent payments and operating expenses are abated to cover the remaining lease term on the Company’s prior corporate headquarters. The Company leases office space in London, England under an existing lease entered into by EVRYTHNG in July 2019. The term of the lease runs through July 2023, with remaining rent payments as of June 30, 2022, totaling $270 plus operating expenses, payable in quarterly installments. T he Company accounts for leases in accordance with ASC 842, “ Leases. ” All of the Company’s leases are operating leases. The following table provides additional details of leases presented in the Consolidated Balance Sheets: June 30, December 31, 2022 2021 Lease right of use assets $ 5,476 $ 1,300 Lease liabilities, current $ 1,030 $ 745 Lease liabilities, long-term $ 6,120 $ 1,028 Weighted-average remaining life 6.7 years 2.2 years Weighted-average discount rate 9 % 8 % The current lease liabilities are included in “accounts payable and other accrued liabilities” in the Consolidated Balance Sheets. The carrying value of the lease right of use assets is evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The Company recorded an “impairment of lease right of use assets and leasehold improvements” of $574 in the Consolidated Statements of Operations in March 2022. The impairment was triggered when the Company vacated its prior corporate headquarters. The impairment charge was determined by comparing the carrying value of the assets to the net present value of estimated cash flows from the future sublease of the office space over the remaining lease term. Operating lease expense is included in “cost of revenue” and “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 payments, which are included in operating lease expense. Additional details of the Company’s operating leases are presented in the following table: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Operating lease expense $ 463 $ 253 $ 924 $ 510 Cash paid for operating leases $ 406 $ 294 $ 790 $ 591 The table below reconciles the aggregate 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 June 30, 2022: Cash Payment As of June 30, 2022: Obligations Remaining in 2022 $ 570 2023 1,002 2024 1,178 2025 1,309 2026 1,349 Thereafter 5,138 Total lease payments 10,546 Imputed interest (3,396 ) Total minimum lease payments $ 7,150 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes The benefit (provision) for income taxes reflects current taxes, deferred taxes, and withholding taxes. The effective tax rate for the six months ended June 30, 2022 and 2021 was 1% and 0%, respectively. The tax benefit for the six months ended June 30, 2022 reflects an estimated refundable tax credit to be filed for in the United Kingdom for the 2022 tax year. The valuation allowance against net deferred tax assets as of June 30, 2022, was $69,834, an increase of $5,561 from $64,273 as of December 31, 2021. 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. Excess tax deficiencies of $820 and $815 were recognized in the provision for income taxes for the three and six months ended June 30, 2022, respectively, which were offset by $820 and $815 of valuation allowance, respectively. Excess tax benefits of $3,101 and $3,897 were recognized in the provision for income taxes for the three and six months ended June 30, 2021, respectively, which were offset by $3,101 and $3,897 of valuation allowance, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 14. Commitments and Contingencies Certain of the Company’s contracts 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 consolidated financial statements. |
Description of Business and S_2
Description of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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 global leader in product digitization, delivering business value across industries through unique identifiers and cloud-based solutions. Our technology illuminates a product's journey to provide complete visibility into all relevant product data, allowing companies to make intelligent business decisions. The Digimarc Platform is a unique software as a service to manage digital identities, connect physical items using most existing data carriers, and provide a digital twin to help connected physical items interact with machines, devices, and applications. The Digimarc Platform is underpinned by: • Digital Watermarks: Built on a patented foundation, these data carriers provide an imperceptible digital identity and make scanning much more efficient than traditional visual barcodes as they are repeated many times throughout product packaging. • Detection Software: A software program for computing devices and network interfaces that recognizes and decodes Digimarc watermarks and easily scans most digital identifiers. • Verification/QC Software: Verification and quality control software that offers detailed reports enabling printers and premedia professionals to validate Digimarc watermarks and assess the expected performance. • EVRYTHNG Product Cloud: The Product Cloud assigns products a unique digital identity, making products trackable, intelligent, and interactive by applying analytics and real-time intelligence to a company’s data. |
Interim Consolidated Financial Statements | Interim Consolidated Financial Statements Our significant accounting policies are detailed in “Note 1: Description of Business and Summary of Significant Accounting Policies” of our Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 4, 2022 (the “2021 Annual Report”). The Company has added “Business Combinations” below as a new significant accounting policy. The accompanying interim consolidated financial statements have been prepared from the Company’s records without audit and, in management’s opinion, include all adjustments (consisting of only normal recurring adjustments) necessary to fairly reflect the financial condition and the results of operations for the periods presented. Certain information and note disclosures normally included in financial statements prepared in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) have been condensed or omitted in accordance with the rules and regulations of the SEC. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the 2021 Annual Report. The results of operations for the interim periods presented in these consolidated financial statements are not necessarily indicative of the results for the full year. |
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. Digimarc acquired EVRYTHNG Limited (“EVRYTHNG”) on January 3, 2022. The financial results of EVRYTHNG are consolidated with Digimarc’s financial results for the post-acquisition period. See Notes 6 and 9 for information related to the EVRYTHNG acquisition. |
Reclassifications | Reclassifications Certain prior period amounts in the accompanying consolidated financial statements and notes thereto have been reclassified to conform to current period presentation. These reclassifications had no material effect on the results of operations or financial position for any period presented. |
Goodwill | Goodwill The Company tests goodwill for impairment annually in June and whenever events or changes in circumstances indicate that the carrying value may exceed the fair value. The Company operates as a single reporting unit. The Company estimates the fair value of its single reporting unit using a market approach, which takes into account the Company’s market capitalization plus an estimated control premium. In connection with the Company’s annual impairment test of goodwill as of June 30, 2022 and 2021, management concluded that there was no impairment to goodwill as the estimated fair value of the Company’s reporting unit substantially exceeded the carrying value. |
Business Combinations | Business Combinations The Company allocates purchase price consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values. The purchase price is determined based on the fair value of the assets transferred, liabilities assumed and equity interests issued, after considering any transactions that are separate from the business combination. The fair value of equity issued as part of a business combination is determined based on the closing price of the Company’s stock on the date of issuance. The excess of fair value of purchase price consideration over the fair values of the identifiable assets and liabilities is recorded as goodwill. Such fair value calculations require management to make significant estimates and assumptions, especially with respect to intangible assets and contingent liabilities. Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired customer bases, the cost to develop acquired technology, useful lives, and discount rates. The estimates are inherently uncertain and subject to revision as additional information is obtained during the measurement period for an acquisition, which may last up to one year from the acquisition date. During the measurement period, the Company may record adjustments to the fair value of tangible and intangible assets acquired and liabilities assumed, with a corresponding offset to goodwill. After the conclusion of the measurement period or the final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to earnings. |
Foreign Currency Translation | Foreign Currency Translation The Company translates the accounts of our non-U.S. subsidiaries into U.S. dollars as follows: revenues, expenses, gains and losses are translated at average exchange rates during the period; and assets and liabilities are translated at the exchange rate on the balance sheet date. Translation gains and losses are reported in our Consolidated Balance Sheets as a component of “accumulated other comprehensive income (loss).” |
Accounting Pronouncements Adopted | Accounting Pronouncements Adopted In October 2021, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2021-08, “ Business Combination (Topic 805): Accounting for Contract Assets and Liabilities from Contracts with Customers he impact of adopting this standard was not material to the Company’s consolidated financial statements. Accounting Pronouncements Issued But Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, “ Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value Hierarchy for Financial Assets | The Company’s fair value hierarchy for its cash equivalents and marketable securities was as follows: June 30, 2022 Level 1 Level 2 Level 3 Total Money market securities $ 10,847 $ — $ — $ 10,847 Commercial paper — 38,723 — 38,723 Federal agency notes — 11,210 — 11,210 Corporate notes — 6,407 — 6,407 Pre-refunded municipals — 150 — 150 Total $ 10,847 $ 56,490 $ — $ 67,337 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 |
Summary of Fair Value Maturities for Financial Asset | The fair value maturities of the Company’s cash equivalents and marketable securities as of June 30, 2022, were as follows: Maturities by Period Total Less 1 year 1-5 years 5 - 10 years More than 10 years Cash equivalents and marketable securities $ 67,337 $ 67,337 $ — $ — $ — |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Government Service $ 3,389 $ 3,522 $ 6,661 $ 7,107 Subscription 488 300 788 600 Total Government 3,877 3,822 7,449 7,707 Commercial Service $ 1,114 $ 269 $ 1,462 $ 468 Subscription 2,756 2,187 6,247 4,803 Total Commercial 3,870 2,456 7,709 5,271 Total $ 7,747 $ 6,278 $ 15,158 $ 12,978 |
Schedule of Contract Liabilities from Contracts with Customers | The following table provides information about contract liabilities from contracts with customers: June 30, December 31, 2022 2021 Deferred revenue, current $ 3,581 $ 2,989 Deferred revenue, long-term 43 33 Total $ 3,624 $ 3,022 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Geographical Segment Revenue | Revenue by geographic area, based upon the “bill-to” location, was as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Domestic $ 2,007 $ 1,640 $ 4,370 $ 3,362 International (1) 5,740 4,638 10,788 9,616 Total $ 7,747 $ 6,278 $ 15,158 $ 12,978 ( 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: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Central Banks 47 % 61 % 47 % 59 % Walmart Inc. * 13 % * 12 % |
Long-Lived Tangible Assets by Geographical Area | Long-lived tangible assets by geographic area was as follows: June 30, December 31, 2022 2021 United States $ 2,796 $ 2,875 Europe 86 — Total $ 2,882 $ 2,875 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Allocation of Stock-Based Compensation | Stock-Based Compensation Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Stock-based compensation: Cost of revenue $ 265 $ 178 $ 466 $ 351 Sales and marketing 1,149 1,550 1,893 1,990 Research, development and engineering 643 405 1,150 801 General and administrative 1,217 4,604 2,233 5,605 Stock-based compensation expense 3,274 6,737 5,742 8,747 Capitalized to software and patent costs 44 38 80 74 Total stock-based compensation $ 3,318 $ 6,775 $ 5,822 $ 8,821 |
Unrecognized Compensation Cost Related to Non-Vested Stock-Based Awards Granted | The following table sets forth total unrecognized compensation costs related to non-vested stock-based awards granted under the Company’s equity compensation plan: As of As of June 30, December 31, 2022 2021 Total unrecognized compensation costs $ 22,060 $ 11,301 |
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 June 30, 2022, for all non-vested stock-based awards over weighted average periods through June 30, 2026, as follows: Restricted Stock RSUs PSUs Weighted average period 1.23 years 1.64 years 1.89 years |
Schedule of Outstanding Stock Option Activity | The following tables present the outstanding stock option activity: Weighted Weighted Average Average Aggregate Number of Exercise Grant Date Intrinsic Three months ended June 30, 2022: Options Price Fair Value Value Outstanding at March 31, 2022 51 $ 39.14 $ 21.72 Granted — $ — $ — Exercised — $ — $ — Forfeited or expired — $ — $ — Outstanding at June 30, 2022 51 $ 39.14 $ 21.72 $ — Weighted Weighted Average Average Aggregate Number of Exercise Grant Date Intrinsic Six months ended June 30, 2022: Options Price Fair Value Value Outstanding at December 31, 2021 50 $ 39.54 $ 22.23 Granted 1 $ 22.15 $ — Exercised — $ — $ — Forfeited or expired — $ — $ — Outstanding at June 30, 2022 51 $ 39.14 $ 21.72 $ — Exercisable at June 30, 2022 51 $ 39.14 $ — |
Schedule of Unvested Restricted Stock Activity | The following tables present the unvested restricted stock activity: Weighted Average Number of Grant Date Three months ended June 30, 2022: Shares Fair Value Unvested balance, March 31, 2022 302 $ 35.29 Granted 40 $ 19.82 Vested (56 ) $ 31.49 Forfeited (13 ) $ 38.09 Unvested balance, June 30, 2022 273 $ 33.65 Weighted Average Number of Grant Date Six months ended June 30, 2022: Shares Fair Value Unvested balance, December 31, 2021 360 $ 34.90 Granted 40 $ 19.82 Vested (106 ) $ 31.85 Forfeited (21 ) $ 37.60 Unvested balance, June 30, 2022 273 $ 33.65 |
Fair Value of Vested Restricted Stock Awards | The fair value of restricted stock awards vested is as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Fair value of restricted stock awards vested $ 1,175 $ 2,285 $ 2,778 $ 4,460 |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Restricted Stock Units | The following tables present the unvested RSU activity: Weighted Average Number of Grant Date Three months ended June 30, 2022: Shares Fair Value Unvested balance, March 31, 2022 308 $ 32.31 Granted 163 $ 18.31 Vested (16 ) $ 32.13 Forfeited (18 ) $ 28.37 Unvested balance, June 30, 2022 437 $ 27.25 Weighted Average Number of Grant Date Six months ended June 30, 2022: Shares Fair Value Unvested balance, December 31, 2021 — $ — Granted 472 $ 27.50 Vested (17 ) $ 32.88 Forfeited (18 ) $ 28.39 Unvested balance, June 30, 2022 437 $ 27.25 |
Fair Value of Vested Restricted Stock Units | The fair value of RSU awards vested is as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Fair value of RSU awards vested $ 286 $ 1,050 $ 333 $ 1,050 |
Performance Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Schedule of Unvested Performance Stock Unit | The following tables present the unvested PSU activity: Weighted Average Number of Grant Date Three months ended June 30, 2022: Shares Fair Value Unvested balance, March 31, 2022 144 $ 32.02 Granted — $ — Vested — $ — Forfeited — $ — Unvested balance, June 30, 2022 144 $ 32.02 Weighted Average Number of Grant Date Six months ended June 30, 2022: Shares Fair Value Unvested balance, December 31, 2021 — $ — Granted 144 $ 32.02 Vested — $ — Forfeited — $ — Unvested balance, June 30, 2022 144 $ 32.02 |
Fair Value of Vested Performance Stock Units | The fair value of PSU awards vested is as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Fair value of PSU awards vested $ — $ 2,886 $ — $ 2,886 |
Monte Carlo Valuation [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Stock Options Valuation Assumptions | Monte Carlo valuation inputs: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Stock price $ — $ — $ 32.02 $ — Expected volatility — — 82.8 % — Risk-free interest rate — — 1.8 % — |
Loss Per Common Share (Tables)
Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Summary of Reconciliation of Earnings (Loss) Per Common Share | The following table reconciles loss per common share: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Basic Loss per Common Share: Net loss attributable to common shares — basic $ (14,639 ) $ (15,422 ) $ (32,420 ) $ (23,644 ) Weighted average common shares outstanding — basic 19,539 16,430 18,448 16,382 Basic loss per common share $ (0.75 ) $ (0.94 ) $ (1.76 ) $ (1.44 ) Diluted Loss per Common Share: Net loss attributable to common shares — diluted $ (14,639 ) $ (15,422 ) $ (32,420 ) $ (23,644 ) Weighted average common shares outstanding — diluted 19,539 16,430 18,448 16,382 Diluted loss per common share $ (0.75 ) $ (0.94 ) $ (1.76 ) $ (1.44 ) |
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 PSUs that were anti-dilutive and excluded from diluted earnings per common share calculations: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Anti-dilutive shares due to: Exercise prices higher than the average market price 51 100 50 100 Net loss — — — 61 |
Trade Accounts Receivable (Tabl
Trade Accounts Receivable (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Receivables [Abstract] | |
Summary of Trade Accounts Receivable | Trade accounts receivable are recorded at the contractual or invoiced amount. June 30, December 31, 2022 2021 Trade accounts receivable, current $ 5,908 $ 6,393 Trade accounts receivable, long-term 60 186 Allowance for doubtful accounts (38 ) (25 ) Trade accounts receivable, net $ 5,930 $ 6,554 Unpaid deferred revenue included in trade accounts receivable $ 1,393 $ 1,891 |
Customers Accounted for 10% or More of Trade Accounts Receivable, Net | The following customers accounted for 10% or more of trade accounts receivable, net: June 30, December 31, 2022 2021 Company A 37 % 43 % Company B 14 % * Company C * 15 % Company D * 11 % * Less than 10% |
Business Combination (Tables)
Business Combination (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Purchase Price Allocation | The following table presents the preliminary purchase price allocation: Preliminary Purchase Price Allocation January 3, 2022 Trade accounts receivable, net $ 717 Other current assets 1,947 Property and equipment, net 99 Lease right of use assets and other long-term assets 484 Intangibles 37,740 Goodwill 5,749 Accounts payable and other accrued liabilities (6,092 ) Deferred revenue (1,804 ) Loan payable to related party (2,001 ) Lease liability and other long-term liabilities (205 ) Total preliminary purchase price $ 36,634 |
Schedule of Proforma Results of Operations | The pro forma results of operations are presented for informational purposes only and are not indicative of the results of operations that would have been achieved or of results that may occur in the future. Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Revenue $ 7,747 $ 7,573 $ 15,158 $ 15,506 Net loss $ (14,636 ) $ (20,088 ) $ (31,973 ) $ (36,447 ) Loss per common share: Basic $ (0.75 ) $ (1.17 ) $ (1.73 ) $ (2.12 ) Diluted $ (0.75 ) $ (1.17 ) $ (1.73 ) $ (2.12 ) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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. June 30, December 31, 2022 2021 Office furniture and fixtures $ 1,613 $ 1,648 Software 6,005 5,674 Equipment 5,766 5,250 Leasehold improvements 1,918 1,658 Gross property and equipment 15,302 14,230 Less accumulated depreciation and amortization (12,420 ) (11,355 ) Property and equipment, net $ 2,882 $ 2,875 |
Intangibles (Tables)
Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, December 31, (years) 2022 2021 Capitalized patent costs 17-20 $ 10,427 $ 10,219 Intangible assets acquired: Purchased intellectual property 10 250 250 Developed technology 5 23,303 1,560 Customer relationships 10 12,752 290 Gross intangible assets 46,732 12,319 Accumulated amortization (8,748 ) (5,708 ) Intangibles, net $ 37,984 $ 6,611 |
Amortization Expense on Intangible Assets | Amortization expense on intangible assets was as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Amortization expense $ 1,583 $ 143 $ 3,260 $ 285 |
Estimated Future Aggregate Amortization Expense | For intangible assets recorded at June 30, 2022, the estimated future aggregate amortization expense for the years ending December 31, 2022 through December 31, 2026 is as follows: Amortization As of June 30, 2022: Expense Remaining in 2022 $ 3,070 2023 6,135 2024 6,122 2025 6,103 2026 6,071 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Additional Details of Leases Presented in 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: June 30, December 31, 2022 2021 Lease right of use assets $ 5,476 $ 1,300 Lease liabilities, current $ 1,030 $ 745 Lease liabilities, long-term $ 6,120 $ 1,028 Weighted-average remaining life 6.7 years 2.2 years Weighted-average discount rate 9 % 8 % |
Additional Details of Operating Lease Expense | Operating lease expense is included in “cost of revenue” and “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 payments, which are included in operating lease expense. Additional details of the Company’s operating leases are presented in the following table: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2022 2021 2022 2021 Operating lease expense $ 463 $ 253 $ 924 $ 510 Cash paid for operating leases $ 406 $ 294 $ 790 $ 591 |
Reconciliation of Undiscounted Cash Payment Obligations of Operating Lease Liability | The table below reconciles the aggregate 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 June 30, 2022: Cash Payment As of June 30, 2022: Obligations Remaining in 2022 $ 570 2023 1,002 2024 1,178 2025 1,309 2026 1,349 Thereafter 5,138 Total lease payments 10,546 Imputed interest (3,396 ) Total minimum lease payments $ 7,150 |
Description of Business and S_3
Description of Business and Significant Accounting Policies - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Accounting Policies [Abstract] | ||
Impairment of goodwill | $ 0 | $ 0 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Fair Value Hierarchy for Financial Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 67,337 | |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 67,337 | $ 30,307 |
Fair Value, Measurements, Recurring [Member] | Money Market Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 10,847 | 2,478 |
Fair Value, Measurements, Recurring [Member] | Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 38,723 | 13,382 |
Fair Value, Measurements, Recurring [Member] | Federal Agency Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 11,210 | 3,799 |
Fair Value, Measurements, Recurring [Member] | Corporate Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 6,407 | 9,585 |
Fair Value, Measurements, Recurring [Member] | Pre-refunded Municipals [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 150 | 1,063 |
Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 10,847 | 2,478 |
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 | 10,847 | 2,478 |
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] | Federal Agency 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] | 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] | Pre-refunded Municipals [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] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 56,490 | 27,829 |
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 | 38,723 | 13,382 |
Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Federal Agency Notes [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | 11,210 | 3,799 |
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 | 6,407 | 9,585 |
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 | 150 | 1,063 |
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] | Federal Agency 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] | 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] | Pre-refunded Municipals [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Summary of Fair Value Maturities for Financial Asset (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Fair Value Disclosures [Abstract] | |
Cash equivalents and marketable securities, Maturities by Period, Total | $ 67,337 |
Cash equivalents and marketable securities, Maturities by Period, Less than 1 year | 67,337 |
Cash equivalents and marketable securities, Maturities by Period, 1-5 years | 0 |
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 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | ||
Highly liquid marketable securities with original maturities | 90 days or less | |
Cash equivalents include money market securities, commercial paper and federal agency notes funds | $ 45,998 | $ 2,478 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
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 | $ 2,096 | |
Aggregate amount of transaction price from contractual obligations | $ 22,623 | $ 16,870 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue By Major Product Line in Single Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Total | $ 7,747 | $ 6,278 | $ 15,158 | $ 12,978 |
Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | 4,503 | 3,791 | 8,123 | 7,575 |
Subscription [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | 3,244 | 2,487 | 7,035 | 5,403 |
Government [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | 3,877 | 3,822 | 7,449 | 7,707 |
Government [Member] | Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | 3,389 | 3,522 | 6,661 | 7,107 |
Government [Member] | Subscription [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | 488 | 300 | 788 | 600 |
Commercial [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | 3,870 | 2,456 | 7,709 | 5,271 |
Commercial [Member] | Service [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | 1,114 | 269 | 1,462 | 468 |
Commercial [Member] | Subscription [Member] | ||||
Disaggregation Of Revenue [Line Items] | ||||
Total | $ 2,756 | $ 2,187 | $ 6,247 | $ 4,803 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Contract Liabilities from Contracts with Customers (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenue Recognition [Abstract] | ||
Deferred revenue, current | $ 3,581 | $ 2,989 |
Deferred revenue, long-term | 43 | 33 |
Total | $ 3,624 | $ 3,022 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 Segment | |
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% |
Segment Information - Geographi
Segment Information - Geographical Segment Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | $ 7,747 | $ 6,278 | $ 15,158 | $ 12,978 | |
Domestic [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | 2,007 | 1,640 | 4,370 | 3,362 | |
International [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total revenue | [1] | $ 5,740 | $ 4,638 | $ 10,788 | $ 9,616 |
[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] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Central Banks [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Entity wide revenue major customers percentage | 47% | 61% | 47% | 59% |
Walmart Inc. [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Entity wide revenue major customers percentage | 13% | 12% |
Segment Information - Long-Live
Segment Information - Long-Lived Tangible Assets by Geographical Area (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | $ 132,754 | $ 64,876 |
Operating Segments [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 2,882 | 2,875 |
United States [Member] | Operating Segments [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | 2,796 | 2,875 |
Europe [Member] | Operating Segments [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Long-lived tangible assets | $ 86 | $ 0 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - $ / shares | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options, Granted | 0 | 1,000 | |
Stock Options [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Options, Granted | 1 | 0 | |
Stock-based compensation plans, number of additional shares authorized for future grants | 430,000 | ||
Stock price | $ 14.14 | $ 14.14 | |
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 (RSUs) | Minimum [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 (RSUs) | Maximum [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 4 years | ||
Performance Shares | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Vesting period for stock options and restricted stock | 3 years | ||
Stock price | $ 32.02 | $ 32.02 | $ 0 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Unit Valuation Assumptions (Detail) - Performance Shares - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock price | $ 32.02 | $ 0 | $ 32.02 | $ 0 |
Expected volatility | 0% | 0% | 82.80% | 0% |
Risk-free interest rate | 0% | 0% | 1.80% | 0% |
Stock-Based Compensation - Allo
Stock-Based Compensation - Allocation of Stock-Based Compensation (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 3,274 | $ 6,737 | $ 5,742 | $ 8,747 |
Capitalized to software and patent costs | 44 | 38 | 80 | 74 |
Total stock-based compensation | 3,318 | 6,775 | 5,822 | 8,821 |
Cost of Revenue [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 265 | 178 | 466 | 351 |
Sales and Marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,149 | 1,550 | 1,893 | 1,990 |
Research, Development and Engineering [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 643 | 405 | 1,150 | 801 |
General and Administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,217 | $ 4,604 | $ 2,233 | $ 5,605 |
Stock-Based Compensation - Unre
Stock-Based Compensation - Unrecognized Compensation Cost Related to Non-Vested Stock-Based Awards Granted (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Total unrecognized compensation costs | $ 22,060 | $ 11,301 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted Average Period for Recognition of Unrecognized Compensation Cost for Stock Options and Restricted Stock (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
Restricted Stock [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average period | 1 year 2 months 23 days |
Restricted Stock Units (RSUs) | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average period | 1 year 7 months 20 days |
Performance Shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Weighted average period | 1 year 10 months 20 days |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Outstanding Stock Option Activity (Detail) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options, Outstanding at beginning | shares | 51 | 50 |
Options, Granted | shares | 0 | 1 |
Options, Exercised | shares | 0 | 0 |
Options, Forfeited or expired | shares | 0 | 0 |
Options, Outstanding at ending | shares | 51 | 51 |
Options, Exercisable at ending | shares | 51 | 51 |
Weighted Average Exercise Price, Outstanding at beginning | $ 39.14 | $ 39.54 |
Weighted Average Exercise Price, Granted | 0 | 22.15 |
Weighted Average Exercise Price, Exercised | 0 | 0 |
Weighted Average Exercise Price, Forfeited or expired | 0 | 0 |
Weighted Average Exercise Price, Outstanding at ending | 39.14 | 39.14 |
Weighted Average Exercise Price, Exercisable at ending | 39.14 | 39.14 |
Weighted Average Grant Date Fair Value, Outstanding at beginning | 21.72 | 22.23 |
Weighted Average Grant Date Fair Value, Granted | 0 | 0 |
Weighted Average Grant Date Fair Value, Exercised | 0 | 0 |
Weighted Average Grant Date Fair Value, Forfeited or expired | 0 | 0 |
Weighted Average Grant Date Fair Value, Outstanding at ending | $ 21.72 | $ 21.72 |
Aggregate Intrinsic Value, Outstanding | $ | $ 0 | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 | $ 0 |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Unvested Restricted Stock Activity (Detail) - Restricted Stock [Member] - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Number of Shares | ||
Unvested, beginning balance | 302 | 360 |
Granted | 40 | 40 |
Vested | (56) | (106) |
Forfeited | (13) | (21) |
Unvested, ending balance | 273 | 273 |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance | $ 35.29 | $ 34.90 |
Granted | 19.82 | 19.82 |
Vested | 31.49 | 31.85 |
Forfeited | 38.09 | 37.60 |
Unvested, ending balance | $ 33.65 | $ 33.65 |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair Value of Vested Restricted Stock Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of restricted stock awards / RSU awards / PSU awards vested | $ 1,175 | $ 2,285 | $ 2,778 | $ 4,460 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Unvested Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Number of Shares | ||
Unvested, beginning balance | 308 | 0 |
Granted | 163 | 472 |
Vested | (16) | (17) |
Forfeited | (18) | (18) |
Unvested, ending balance | 437 | 437 |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance | $ 32.31 | $ 0 |
Granted | 18.31 | 27.50 |
Vested | 32.13 | 32.88 |
Forfeited | 28.37 | 28.39 |
Unvested, ending balance | $ 27.25 | $ 27.25 |
Stock-Based Compensation - Fa_2
Stock-Based Compensation - Fair Value of Vested Restricted Stock Units (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock Units (RSUs) | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of restricted stock awards / RSU awards / PSU awards vested | $ 286 | $ 1,050 | $ 333 | $ 1,050 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Unvested Performance Stock Unit (Detail) - Performance Shares - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Number of Shares | ||
Unvested, beginning balance | 144 | 0 |
Granted | 0 | 144 |
Vested | 0 | 0 |
Forfeited | 0 | 0 |
Unvested, ending balance | 144 | 144 |
Weighted Average Grant Date Fair Value | ||
Unvested, beginning balance | $ 32.02 | $ 0 |
Granted | 0 | 32.02 |
Vested | 0 | 0 |
Forfeited | 0 | 0 |
Unvested, ending balance | $ 32.02 | $ 32.02 |
Stock-Based Compensation - Fa_3
Stock-Based Compensation - Fair Value of Vested Performance Stock Units (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Performance Shares | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Fair value of restricted stock awards / RSU awards / PSU awards vested | $ 0 | $ 2,886 | $ 0 | $ 2,886 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Apr. 05, 2022 | Jan. 03, 2022 | Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Shareholders Equity [Line Items] | |||||
Common stock, shares issued | 19,959,000 | 19,959,000 | 16,940,000 | ||
Common Stock [Member] | |||||
Shareholders Equity [Line Items] | |||||
Additional issuance of common stock | 2,250,000 | 3,022,000 | |||
Common Stock [Member] | Investors [Member] | |||||
Shareholders Equity [Line Items] | |||||
Common stock, shares issued | 2,250,000 | ||||
Common stock price per share | $ 25.90 | ||||
Proceeds from sale of common stock | $ 58,275 | ||||
Legal costs | $ 55 | ||||
EVRYTHNG | |||||
Shareholders Equity [Line Items] | |||||
Purchase of warrants | 231,000 | ||||
Estimated closing cost | $ 3,986 | ||||
Warrants exercise per share | $ 36.56 | ||||
Warrant expiration description | All of the warrants expired unexercised. | ||||
Business acquisition, common stock, value | $ 50,000 | ||||
EVRYTHNG | Warrant | |||||
Shareholders Equity [Line Items] | |||||
Warrants exercise per share | $ 36.56 | ||||
Share Purchase Agreement | EVRYTHNG | |||||
Shareholders Equity [Line Items] | |||||
Noncash acquisition, shares acquired, value | 772,000 | ||||
Purchase of warrants | 231,000 | ||||
Estimated closing cost | $ 3,986 | ||||
Product Annual Recurring Revenue | $ 10,000 | ||||
Additional issuance of common stock | 0 |
Loss Per Common Share - Summary
Loss Per Common Share - Summary of Reconciliation of Earnings (Loss) Per Common Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic Loss per Common Share: | ||||
Net loss attributable to common shares — basic | $ (14,639) | $ (15,422) | $ (32,420) | $ (23,644) |
Weighted average common shares outstanding — basic | 19,539 | 16,430 | 18,448 | 16,382 |
Loss per common share — basic | $ (0.75) | $ (0.94) | $ (1.76) | $ (1.44) |
Diluted Loss per Common Share: | ||||
Net loss attributable to common shares — diluted | $ (14,639) | $ (15,422) | $ (32,420) | $ (23,644) |
Weighted average common shares outstanding — diluted | 19,539 | 16,430 | 18,448 | 16,382 |
Loss per common share — diluted | $ (0.75) | $ (0.94) | $ (1.76) | $ (1.44) |
Loss Per Common Share - Schedul
Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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 | 0 | 0 | 0 | 61 |
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 | 51 | 100 | 50 | 100 |
Trade Accounts Receivable - Sum
Trade Accounts Receivable - Summary of Trade Accounts Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accounts Receivable Net Current [Abstract] | ||
Trade accounts receivable, current | $ 5,908 | $ 6,393 |
Trade accounts receivable, long-term | 60 | 186 |
Allowance for doubtful accounts | (38) | (25) |
Trade accounts receivable, net | 5,930 | 6,554 |
Unpaid deferred revenue included in trade accounts receivable | $ 1,393 | $ 1,891 |
Trade Accounts Receivable - Add
Trade Accounts Receivable - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
Accounts Receivable [Member] | Minimum [Member] | Credit Concentration Risk [Member] | |
Concentration Risk [Line Items] | |
Percentage of trade accounts receivable of major customers | 10% |
Trade Accounts Receivable - Cus
Trade Accounts Receivable - Customers Accounted for 10% or More of Trade Accounts Receivable, Net (Detail) - Accounts Receivable [Member] - Credit Concentration Risk [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Company A [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of trade accounts receivable of major customers | 37% | 43% |
Company B [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of trade accounts receivable of major customers | 14% | |
Company C [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of trade accounts receivable of major customers | 15% | |
Company D [Member] | ||
Concentration Risk [Line Items] | ||
Percentage of trade accounts receivable of major customers | 11% |
Business Combination - Addition
Business Combination - Additional Information (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Jan. 03, 2022 | Dec. 10, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||
Business combination, amount preliminarily allocated | $ 36,634 | |||
Business combination, Goodwill | 5,749 | $ 6,325 | $ 1,114 | |
EVRYTHNG | ||||
Business Acquisition [Line Items] | ||||
Preliminary purchase price | $ 36,634 | |||
Noncash acquisition, fair value of share issues | 772 | |||
Noncash acquisition, fair value of share issues, value | $ 31,519 | |||
Purchase of warrants | 231 | |||
Purchase of warrants, value | $ 1,601 | |||
Estimated closing cost | $ 3,986 | |||
Stock price of warrant | $ 40.84 | |||
Warrants strike price per share | $ 36.56 | |||
Expected volatility of warrant | 60% | |||
Business combination, cash acquired | $ 474 | |||
Amount of loan facility provided | $ 2,000 | |||
Interest rate | 1% | |||
Maturity date | Dec. 09, 2022 | |||
Outstanding balance of the loan | $ 2,001 | |||
Business combination, amount preliminarily allocated | 37,740 | |||
Business combination, Goodwill | 5,749 | |||
Business combination, transaction costs | 447 | $ 1,140 | ||
EVRYTHNG | Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, amount preliminarily allocated | 23,990 | |||
EVRYTHNG | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Business combination, amount preliminarily allocated | $ 13,750 |
Business Combination - Schedule
Business Combination - Schedule of Preliminary Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Jan. 03, 2022 | Dec. 31, 2021 |
Business Combinations [Abstract] | |||
Trade accounts receivable, net | $ 717 | ||
Other current assets | 1,947 | ||
Property and equipment, net | 99 | ||
Lease right of use assets and other long-term assets | 484 | ||
Intangibles | 37,740 | ||
Goodwill | $ 6,325 | 5,749 | $ 1,114 |
Accounts payable and other accrued liabilities | (6,092) | ||
Deferred revenue | (1,804) | ||
Loan payable to related party | (2,001) | ||
Lease liability and other long-term liabilities | (205) | ||
Total preliminary purchase price | $ 36,634 |
Business Combination - Schedu_2
Business Combination - Schedule of Proforma Results of Operations (Detail) - EVRYTHNG - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Business Acquisition [Line Items] | ||||
Revenue | $ 7,747 | $ 7,573 | $ 15,158 | $ 15,506 |
Net loss | $ (14,636) | $ (20,088) | $ (31,973) | $ (36,447) |
Loss per common share: | ||||
Basic | $ (0.75) | $ (1.17) | $ (1.73) | $ (2.12) |
Diluted | $ (0.75) | $ (1.17) | $ (1.73) | $ (2.12) |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 | |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Abstract] | ||
Office furniture and fixtures | $ 1,613 | $ 1,648 |
Software | 6,005 | 5,674 |
Equipment | 5,766 | 5,250 |
Leasehold improvements | 1,918 | 1,658 |
Gross property and equipment | 15,302 | 14,230 |
Less accumulated depreciation and amortization | (12,420) | (11,355) |
Property and equipment, net | $ 2,882 | $ 2,875 |
Intangibles - Additional Inform
Intangibles - Additional Information (Detail) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Capitalized patent costs | $ 10,427 | $ 10,219 |
Intangible assets acquired: | ||
Gross intangible assets | 46,732 | 12,319 |
Accumulated amortization | (8,748) | (5,708) |
Intangibles, net | $ 37,984 | 6,611 |
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 | |
Purchased Patents and Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Intangible assets acquired: | ||
Purchased intellectual property | $ 250 | 250 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 5 years | |
Intangible assets acquired: | ||
Purchased intellectual property | $ 23,303 | 1,560 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 10 years | |
Intangible assets acquired: | ||
Purchased intellectual property | $ 12,752 | $ 290 |
Intangibles - Amortization Expe
Intangibles - Amortization Expense on Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 1,583 | $ 143 | $ 3,260 | $ 285 |
Intangibles - Estimated Future
Intangibles - Estimated Future Aggregate Amortization Expense (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
Remaining in 2022 | $ 3,070 |
2023 | 6,135 |
2024 | 6,122 |
2025 | 6,103 |
2026 | $ 6,071 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Lessee Operating Lease [Line Items] | ||
Remaining rent payments | $ 10,546 | |
Impairment of lease right of use assets and leasehold improvements | $ 574 | $ 0 |
Beaverton, Oregon [Member] | ||
Lessee Operating Lease [Line Items] | ||
Existence of option to extend | true | |
Option to extend operating lease | lease runs through March 2024 | |
Option to extend operating lease, month and year | 2024-03 | |
Remaining rent payments | $ 1,489 | |
Existence of option to extend | true | |
Option to extend operating lease | lease extension runs through September 2030 | |
Option to extend operating lease, month and year | 2030-09 | |
Remaining rent payments | $ 8,756 | |
Rent payment period | 26 months | |
London, England | ||
Lessee Operating Lease [Line Items] | ||
Existence of option to extend | true | |
Option to extend operating lease | lease runs through July 2023 | |
Option to extend operating lease, month and year | 2023-07 | |
Remaining rent payments | $ 270 |
Leases - Additional Details of
Leases - Additional Details of Leases Presented in Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
Lease right of use assets | $ 5,476 | $ 1,300 |
Lease liabilities, current | 1,030 | 745 |
Long-term lease liabilities | $ 6,120 | $ 1,028 |
Weighted-average remaining life | 6 years 8 months 12 days | 2 years 2 months 12 days |
Weighted-average discount rate | 9% | 8% |
Leases - Additional Details o_2
Leases - Additional Details of Operating Lease Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Leases [Abstract] | ||||
Operating lease expense | $ 463 | $ 253 | $ 924 | $ 510 |
Cash paid for operating leases | $ 406 | $ 294 | $ 790 | $ 591 |
Leases - Reconciliation of Undi
Leases - Reconciliation of Undiscounted Cash Payment Obligations of Operating Lease Liability (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Remaining in 2022 | $ 570 |
2023 | 1,002 |
2024 | 1,178 |
2025 | 1,309 |
2026 | 1,349 |
Thereafter | 5,138 |
Total lease payments | 10,546 |
Imputed interest | (3,396) |
Total minimum lease payments | $ 7,150 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||||
Deferred tax assets, valuation allowance | $ 69,834 | $ 69,834 | $ 64,273 | ||
Effective tax rate | 1% | 0% | |||
Change in valuation allowance | $ 5,561 | ||||
Excess tax deficiency and benefits recognized offset by valuation allowance | $ (820) | $ 3,101 | $ (815) | $ 3,897 |