Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 04, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | VERI | |
Entity Registrant Name | Veritone, Inc. | |
Entity Central Index Key | 0001615165 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38093 | |
Entity Tax Identification Number | 47-1161641 | |
Entity Address, Address Line One | 1615 Platte Street | |
Entity Address, Address Line Two | 2nd Floor | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 888 | |
Local Phone Number | 507-1737 | |
Entity Common Stock, Shares Outstanding | 36,998,228 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Former Address [Member] | ||
Document Information [Line Items] | ||
Entity Address, Address Line One | 2420 17th St. | |
Entity Address, Address Line Two | Office 3002 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 62,674 | $ 184,423 |
Accounts receivable, net | 47,618 | 56,001 |
Expenditures billable to clients | 22,269 | 22,339 |
Prepaid expenses and other current assets | 19,861 | 15,242 |
Total current assets | 152,422 | 278,005 |
Property, equipment and improvements, net | 11,397 | 5,291 |
Intangible assets, net | 96,866 | 79,664 |
Goodwill | 78,355 | 46,498 |
Long-term restricted cash | 865 | 859 |
Other assets | 16,017 | 14,435 |
Total assets | 355,922 | 424,752 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 30,821 | 36,738 |
Accrued media payments | 67,472 | 102,064 |
Client advances | 14,170 | 16,442 |
Deferred revenue | 12,742 | 2,600 |
Contingent consideration, current | 8,067 | |
Other accrued liabilities | 36,135 | 27,412 |
Total current liabilities | 161,340 | 193,323 |
Convertible senior notes, non-current | 138,199 | 137,767 |
Other non-current liabilities | 17,330 | 13,811 |
Total liabilities | 316,869 | 344,901 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 36,321,222 and 36,792,812 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively | 37 | 36 |
Additional paid-in capital | 458,385 | 451,162 |
Accumulated deficit | (417,530) | (371,271) |
Accumulated other comprehensive loss | (1,839) | (76) |
Total stockholders' equity | 39,053 | 79,851 |
Total liabilities and stockholders' equity | $ 355,922 | $ 424,752 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 36,899,862 | 36,321,222 |
Common stock, shares outstanding | 36,899,862 | 36,321,222 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenue | $ 27,967 | $ 34,235 | $ 58,230 | $ 68,642 |
Operating expenses: | ||||
Cost of revenue | 7,765 | 6,705 | 14,574 | 13,628 |
Sales and marketing | 13,124 | 12,576 | 25,814 | 23,645 |
Research and development | 10,519 | 11,068 | 22,046 | 20,951 |
General and administrative | 19,025 | 2,304 | 36,422 | 24,625 |
Amortization | 5,714 | 5,211 | 11,143 | 10,226 |
Total operating expenses | 56,147 | 37,864 | 109,999 | 93,075 |
Loss from operations | (28,180) | (3,629) | (51,769) | (24,433) |
Other income (expense), net | 3,510 | (1,231) | 3,865 | (2,417) |
Loss before provision for income taxes | (24,670) | (4,860) | (47,904) | (26,850) |
Benefit from income taxes | (1,374) | (1,607) | (1,645) | (1,468) |
Net loss | $ (23,296) | $ (3,253) | $ (46,259) | $ (25,382) |
Net loss per share: | ||||
Net loss per share, basic | $ (0.63) | $ (0.09) | $ (1.26) | $ (0.71) |
Net loss per share, diluted | $ (0.63) | $ (0.09) | $ (1.26) | $ (0.71) |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding, basic and diluted | 36,848,602 | 36,083,515 | 36,718,994 | 35,782,766 |
Comprehensive loss: | ||||
Net loss | $ (23,296) | $ (3,253) | $ (46,259) | $ (25,382) |
Foreign currency translation gain (loss), net of income taxes | (997) | 386 | (1,763) | 576 |
Total comprehensive loss | $ (24,293) | $ (2,867) | $ (48,022) | $ (24,806) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2021 | $ 86,500 | $ (677) | $ 35 | $ 431,606 | $ (345,037) | $ (677) | $ (104) |
Beginning balance, shares at Dec. 31, 2021 | 34,972,256 | ||||||
Common stock issued under employee stock plans, net | 782 | $ 1 | 781 | ||||
Common stock issued under employee stock plans, net, shares | 1,152,345 | ||||||
Common stock withheld for employee taxes | (9,509) | (9,509) | |||||
Common stock withheld for employee taxes, shares | (465,118) | ||||||
Common stock issued for acquisition | 1,929 | 1,929 | |||||
Common stock issued for acquisition, shares | 116,550 | ||||||
Common stock issued as part of contingent consideration | 6,440 | 6,440 | |||||
Common stock issued as part of contingent consideration, shares | 352,330 | ||||||
Stock-based compensation expense | 9,562 | 9,562 | |||||
Net loss | (25,382) | (25,382) | |||||
Other comprehensive loss | 576 | 576 | |||||
Ending balance at Jun. 30, 2022 | 70,221 | $ 36 | 440,809 | (371,096) | 472 | ||
Ending balance, shares at Jun. 30, 2022 | 36,128,363 | ||||||
Beginning balance at Dec. 31, 2021 | 86,500 | $ (677) | $ 35 | 431,606 | (345,037) | $ (677) | (104) |
Beginning balance, shares at Dec. 31, 2021 | 34,972,256 | ||||||
Net loss | 25,557 | ||||||
Ending balance at Dec. 31, 2022 | 79,851 | $ 36 | 451,162 | (371,271) | (76) | ||
Ending balance, shares at Dec. 31, 2022 | 36,321,222 | ||||||
Beginning balance at Mar. 31, 2022 | 68,233 | $ 36 | 435,954 | (367,843) | 86 | ||
Beginning balance, shares at Mar. 31, 2022 | 36,056,839 | ||||||
Common stock issued under employee stock plans, net | 212 | 212 | |||||
Common stock issued under employee stock plans, net, shares | 78,802 | ||||||
Common stock withheld for employee taxes | (72) | (72) | |||||
Common stock withheld for employee taxes, shares | (7,278) | ||||||
Stock-based compensation expense | 4,715 | 4,715 | |||||
Net loss | (3,253) | (3,253) | |||||
Other comprehensive loss | 386 | 386 | |||||
Ending balance at Jun. 30, 2022 | 70,221 | $ 36 | 440,809 | (371,096) | 472 | ||
Ending balance, shares at Jun. 30, 2022 | 36,128,363 | ||||||
Beginning balance at Dec. 31, 2022 | 79,851 | $ 36 | 451,162 | (371,271) | (76) | ||
Beginning balance, shares at Dec. 31, 2022 | 36,321,222 | ||||||
Common stock issued under employee stock plans, net | 643 | $ 1 | 642 | ||||
Common stock issued under employee stock plans, net, shares | 593,763 | ||||||
Common stock withheld for employee taxes | (1,003) | (1,003) | |||||
Common stock withheld for employee taxes, shares | (160,923) | ||||||
Common stock issued as part of contingent consideration | 756 | 756 | |||||
Common stock issued as part of contingent consideration, shares | 135,800 | ||||||
Stock-based compensation expense | 6,828 | 6,828 | |||||
Net loss | (46,259) | (46,259) | |||||
Other comprehensive loss | (1,763) | (1,763) | |||||
Ending balance at Jun. 30, 2023 | 39,053 | $ 37 | 458,385 | (417,530) | (1,839) | ||
Ending balance, shares at Jun. 30, 2023 | 36,889,862 | ||||||
Beginning balance at Mar. 31, 2023 | 60,720 | $ 37 | 455,759 | (394,234) | (842) | ||
Beginning balance, shares at Mar. 31, 2023 | 36,792,812 | ||||||
Common stock issued under employee stock plans, net, shares | 126,857 | ||||||
Common stock withheld for employee taxes | (151) | (151) | |||||
Common stock withheld for employee taxes, shares | (29,807) | ||||||
Stock-based compensation expense | 2,777 | 2,777 | |||||
Net loss | (23,296) | (23,296) | |||||
Other comprehensive loss | (997) | (997) | |||||
Ending balance at Jun. 30, 2023 | $ 39,053 | $ 37 | $ 458,385 | $ (417,530) | $ (1,839) | ||
Ending balance, shares at Jun. 30, 2023 | 36,889,862 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||
Net loss | $ (46,259) | $ (25,382) | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Depreciation and amortization | 12,296 | 10,670 | ||
Provision for credit losses | (15) | 472 | ||
Stock-based compensation expense | 6,614 | 9,562 | ||
Gain on sale of energy group | (2,572) | |||
Change in fair value of contingent consideration | 651 | (8,785) | ||
Change in deferred taxes | (1,828) | (1,940) | ||
Amortization of debt issuance costs | 432 | 599 | ||
Amortization of right-of-use assets | 649 | 531 | ||
Imputed non-cash interest (income) expense | (65) | 65 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 16,308 | 35,545 | ||
Expenditures billable to clients | 70 | 9,205 | ||
Prepaid expenses and other assets | (3,501) | (1,546) | ||
Other assets | (1,613) | (4,950) | ||
Accounts payable | (7,286) | (16,522) | ||
Deferred revenue | 8 | (295) | ||
Accrued media payments | (34,592) | (5,988) | ||
Client advances | (2,264) | 1,711 | ||
Other accrued liabilities | 6,652 | (4,278) | ||
Other liabilities | (2,218) | (2,959) | ||
Net cash used in operating activities | (58,533) | (4,285) | $ 3,737 | $ 7,234 |
Cash flows from investing activities: | ||||
Minority investment | (2,000) | |||
Proceeds from divestiture | 504 | |||
Capital expenditures | (2,697) | (2,258) | ||
Acquisitions, net of cash acquired | (50,195) | (2,612) | ||
Settlement of deferred consideration for acquisitions | (2,690) | |||
Net cash used in investing activities | (55,078) | (6,870) | ||
Cash flows from financing activities: | ||||
Payment of contingent considerations | (7,772) | (14,376) | ||
Taxes paid related to net share settlement of equity awards | (1,003) | (9,509) | ||
Proceeds from issuances of stock under employee stock plans, net | 643 | 782 | ||
Net cash used in financing activities | (8,132) | (23,103) | ||
Net decrease in cash and cash equivalents and restricted cash | (121,743) | (34,258) | ||
Cash and cash equivalents and restricted cash, beginning of period | 185,282 | 255,577 | 255,577 | |
Cash and cash equivalents and restricted cash, end of period | 63,539 | 221,319 | $ 185,282 | $ 255,577 |
Non-cash investing and financing activities: | ||||
Shares issued for acquisition of businesses and earn-out consideration | 756 | 8,369 | ||
Stock-based compensation capitalized for software development | 214 | 88 | ||
Lease liabilities arising from right-of-use assets | 1,436 | $ 4,501 | ||
Shares received for sale of energy group | $ 2,021 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS Veritone, Inc., a Delaware corporation (“Veritone” and together with its subsidiaries, collectively, the “Company”), is a provider of artificial intelligence (“AI”) computing solutions. The Company’s proprietary AI operating system, aiWARE TM , uses machine learning algorithms, or AI models, together with a suite of powerful applications, to reveal valuable insights from vast amounts of structured and unstructured data. The aiWARE platform offers capabilities that mimic human cognitive functions such as perception, prediction and problem solving, enabling users to quickly, efficiently and cost effectively transform unstructured data into structured data, and analyze and optimize data to drive business processes and insights. aiWARE is based on an open architecture that enables new AI models, applications and workflows to be added quickly and efficiently, resulting in a scalable and evolving solution that can be leveraged by organizations across a broad range of business sectors, serving commercial enterprises as well as government and regulated industries. In addition, the Company operates a full-service advertising agency that leverages the Company’s aiWARE technologies to provide differentiated Managed Services to its clients. The Company’s advertising services include media planning and strategy, advertisement buying and placement, campaign messaging, clearance verification and attribution, and custom analytics, specializing in host-endorsed and influencer advertising across primarily radio, podcasting, streaming audio, social media and other digital media channels. The Company’s advertising services also include its VeriAds Network, which is comprised of programs that enable broadcasters, podcasters and social media influencers to generate incremental advertising revenue. The Company also offers cloud-native digital content management solutions and licensing services, primarily to customers in the media and entertainment market. These offerings leverage the Company’s aiWARE technologies, providing customers with unique capabilities to enrich and drive expanded revenue opportunities from their content. On June 13, 2023, the Company acquired Broadbean (as defined in Note 3), a global leader of talent acquisition software-as-a-service technology. On August 11, 2022, the Company acquired certain assets of Vision Semantics Limited (“VSL”), a U.K.-based company focused on AI-powered video analytics and surveillance software solutions. On June 10, 2022, the Company acquired VocaliD, Inc. (“VocaliD”), a U.S.-based company that pioneered the creation of personalized synthetic voices. On March 1, 2022, the Company acquired an influencer-based management company. For further details on these acquisitions, refer to Note 3. |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Presentation and Summary of Significant Accounting Policies | NOTE 2. PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are based on the representations of the Company’s management, who is responsible for their integrity and objectivity. The information included in this Form 10-Q should be read in conjunction with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023. Interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2023. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal, recurring and necessary to fairly state the Company’s financial position, results of operations and cash flows. All significant intercompany transactions have been eliminated in consolidation. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements reflected in the three- and six- month periods presented are unaudited. The December 31, 2022 balance sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. Liquidity and Capital Resources These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles assuming the Company will continue as a going concern. During the years ended December 31, 2022 and 2021 , the Company generated cash flows from operations of $ 3,737 and $ 7,234 , respectively, and incurred net losses of $ 25,557 and $ 64,672 , respectively. As of June 30, 2023, the Company had an accumulated deficit of $ 417,530 . Historically, the Company has satisfied its capital needs with the net proceeds from sales of equity securities, issuances of convertible debt, and the exercise of common stock options and warrants. If the Company needs to raise additional capital in order to continue to execute its business plan, there is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company. During the six months ended June 30, 2023, the Company received net proceeds of $ 643 from the issuance of common stock under the Company’s employee stock plans, and used $ 1,003 for taxes paid related to net share settlement of equity awards and $ 7,772 for payment of the 2022 earnout for PandoLogic (as defined herein). During the six months ended June 30, 2023, the Company used cash in operations of $ 58,533 , driven principally by the timing of payments for advertising customers and by the Company’s net loss of $ 46,259 , and the Company used cash in investing activities of $ 55,078 , driven principally by its acquisition of Broadbean (see Note 3). As of June 30, 2023 , the Company had cash and cash equivalents of $ 62,674 , including $ 52,699 of cash received from advertising customers for future payments to vendors. Absent any other action, management determined that the Company would require additional liquidity to continue its operations over the next twelve months. In August 2023, the Company obtained the Credit Facility (see Note 13) and initiated cost reductions, which management projects, when combined with its cash and cash equivalents, will allow the Company to meet its anticipated cash requirements for the next twelve months. Use of Accounting Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for credit losses, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, the valuation of non-cash consideration received in barter transactions and evaluation of realizability, and the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic, the war in Ukraine, the recent inflationary environment and rising interest rates. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. Significant Customers One individual customer accounted for 10 % or more of the Company’s revenue for the three months ended June 30, 2023 and 2022. One individual customer accounted for 10 % or more of the Company’s revenue for the six months ended June 30, 2023 and 2022. One individual customer accounted for 10 % or more of the Company’s accounts receivable as of June 30, 2023 and one individual customer accounted for 10 % or more of the Company’s accounts receivable as of December 31, 2022 . Remaining Performance Obligations As of June 30, 2023, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining pe rformance obligations was $ 30,607 , approximately 31 % of which the C ompany expects to recognize as revenue over the next twelve months , and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations . Excluded based on this policy are balances related to hiring solutions representing gross purchase orders to be satisfied in less than one year. Revenues will be recognized net of costs to fulfill these orders. Segment Information The Company operates as one reportable segment. The Company reports segment information based on the internal reporting used by the chief operating decision maker for making decisions and assessing performance as the source of the Company’s reportable segments. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022, other than those associated with the recently adopted guidance on accounting for expected credit losses as further described in Note 8 . Recently Adopted Accounting Pronouncements In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires measurement and recognition of expected credit losses for financial assets held. This standard was effective for the Company beginning in the first quarter of fiscal year 2023. The Company adopted this guidance on January 1, 2023 and the impact of the adoption was not material to our condensed consolidated financial statements as credit losses are not expected to be significant based on historical collection trends, the financial condition of payment partners, and external market factors. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers , in order to align the recognition of a contract liability with the definition of a performance obligation. The Company adopted this guidance on January 1, 2023. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
Business Combinations and Dives
Business Combinations and Divestiture | 6 Months Ended |
Jun. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combinations and Divestiture | NOTE 3. BUSINESS COMBINATIONS AND DIVESTITURE Broadbean Acquisition On June 13, 2023 , the Company acquired Broadbean, a global leader of talent acquisition software-as-a-service technology, pursuant to a securities and asset purchase agreement whereby the Company acquired (i) 100 % of the issued and outstanding share capital of (a) Broadbean Technology Pty Ltd ACN 116 011 959 / ABN 79 116 011 959, a limited company incorporated under the laws of Australia (“Broadbean Australia”), (b) Broadbean Technology Limited, a limited company incorporated under the laws of England and Wales (“Broadbean UK”), (c) Broadbean, Inc., a Delaware corporation (“Broadbean Inc.”) and (d) CareerBuilder France S.A.R.L., a limited liability company organized ( société à responsabilité limitée ) under the laws of France, and (ii) certain assets and liabilities related thereto (the foregoing clauses (i) and (ii) together, “Broadbean”). The acquisition is expected to significantly strengthen Veritone's AI-driven human resources product suite, building on the Company’s previous acquisition of PandoLogic. The total purchase consideration was $ 53,224 (the “Broadbean Acquisition Consideration”), which consisted of cash payments of $ 53,224 at closing. The Company incurred $ 3,214 in acquisition-related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The Broadbean Acquisition Consideration is preliminary and subject to net working capital adjustments that the Company expects to finalize and settle in the measurement period. The final settlement amount may vary materially as amounts are finalized and ultimately agreed to by the parties. The following table summarizes the fair value of the Broadbean Acquisition Consideration: Preliminary Broadbean Acquisition Consideration Amount Cash consideration at closing $ 53,224 The preliminary allocation of the Broadbean Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Preliminary Allocation of Broadbean Acquisition Consideration** Amount Cash and cash equivalents $ 3,029 Accounts receivable, net 7,910 Prepaid expenses and other current assets 1,008 Property, equipment and improvements, net 4,348 Intangible assets 27,500 Other assets 1,115 Total assets acquired 44,910 Accounts payable 1,369 Deferred revenue 10,134 Other accrued liabilities 4,565 Other non-current liabilities 7,565 Total liabilities assumed 23,633 Identifiable net assets acquired 21,277 Goodwill 31,947 Total purchase consideration $ 53,224 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to opportunities to cross-sell into our Commercial Enterprise customer base. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of the customer relationships and developed technology with estimated useful lives of four to five years . The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. Developed technology relates to Broadbean’s internally developed software. The Company valued the developed technology using the relief- from- royalty method under the income approach. This method is based on the application of a royalty rate to forecasted revenue that is expected to be generated by the existing developed technology. The economic useful life was determined based on the technology cycle related to the developed technology, as well as the timing of cash flows over the forecast period. Customer relationships relate to the sales of products and services to Broadbean’s existing customer base. The Company valued the customer relationships using the multi-period excess earnings method under the income approach. This method reflects the present value of the projected cash flows that are expected to be generated by the existing customer relationships less charges representing the contribution of other assets to those cash flows. The economic useful life was determined based on historical customer turnover rates, as well as the timing of cash flows over the forecast period. The valuation of the intangible assets acquired along with their estimated useful lives, is as follows: Estimated Estimated Useful Lives (in years) Customer relationships $ 17,200 5 Developed technology 10,300 4 Total intangible assets $ 27,500 Taxes In connection with the acquisition of Broadbean, a net deferred tax liability of $ 7,059 was established primarily relating to non-goodwill intangible assets and recorded within other non-current liabilities on the Company’s condensed consolidated balance sheet. The amount of tax-deductible goodwill as of the purchase date is $ 3,755 . The allocation of purchase consideration to deferred tax assets and liabilities and income taxes payable is preliminary as the Company continues to evaluate certain balances, estimates and assumptions during the measurement period (up to one year from the acquisition date). Unaudited Pro Forma Results The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and Broadbean as if the companies were combined for the three and six month periods ended June 30, 2023 and June 30, 2022, respectively. The unaudited pro forma financial information for all periods presented included the business combination accounting effects resulting from this acquisition, including adjustments to reflect recognition of intangible asset amortization. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of January 1, 2022 or the results that may occur in the future. The Company recognized $ 1,716 in revenue and $ 276 of net income related to Broadbean since the acquisition date of June 13, 2023 through June 30, 2023 in the condensed consolidated statement of operations and comprehensive loss. The unaudited pro forma financial information was as follows: Three months ended Six Months Ended 2023 2023 Net revenue $ 34,735 $ 73,293 Loss before provision for income taxes ( 26,801 ) ( 48,824 ) Net loss ( 22,314 ) ( 44,102 ) Three months ended Six Months Ended 2022 2022 Net revenue $ 42,506 $ 85,065 Loss before provision for income taxes ( 1,918 ) ( 21,281 ) Net loss ( 1,970 ) ( 23,018 ) VSL Acquisition On August 11, 2022 , the Company acquired certain assets of VSL , a U.K.-based company focused on AI-powered video analytics and surveillance software solutions, pursuant to an asset purchase agreement. The total purchase consideration was $ 1,952 (the “VSL Acquisition Consideration”), which consisted of cash payments of $ 1,700 at closing and deferred cash payments to be made in 2023 totaling $ 300 , which deferred payments were estimated to have a fair value of $ 252 as of the acquisition date. The Company inc urred $ 272 in acquisiti on-related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the VSL Acquisition Consideration: VSL Acquisition Consideration Amount Cash consideration at closing $ 1,700 Deferred consideration 252 Total $ 1,952 The allocation of the VSL Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Allocation of VSL Acquisition Consideration** Amount Accounts receivable, net $ 57 Property, equipment and improvements, net 13 Intangible assets 1,500 Total assets acquired 1,570 Accrued expenses and other current liabilities 32 Total liabilities assumed 32 Identifiable net assets acquired 1,538 Goodwill 414 Total purchase consideration $ 1,952 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce. All goodwill generated from the acquisition is tax deductible. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of developed technology valued at $ 1,500 with estimated useful lives of three years . The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. The fair value of the intangible assets has been estimated using a cost approach. Under the cost approach, the replacement cost is used to estimate the value of the asset. The key assumptions include the Company’s estimates of the direct and indirect costs required to replace the asset. VocaliD Acquisition On June 10, 2022 , the Company acquired 100 % of VocaliD , a U.S.-based company that specializes in the creation of personalized synthetic voices, pursuant to a stock purchase agreement. The total purchase consideration was $ 3,384 (the “VocaliD Acquisition Consideration”), which consisted of cash payments of $ 1,609 at closing and deferred cash payments to be made in 2023 totaling $ 2,000 , which deferred payments were est imated to have a fair value of $ 1,785 as of the acquisition date, and a net working capital adjustment reducing the purchase price by $ 10 . The Comp any incurred $ 200 in acquisition-related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss during the six months ended June 30, 2022. The Company paid the first of two deferred cash payments of $ 1,000 during the six months ended June 30, 2023. The following table summarizes the fair value of the VocaliD Acquisition Consideration: VocaliD Acquisition Consideration Amount Cash consideration at closing $ 1,609 Deferred consideration 1,785 Net working capital adjustment ( 10 ) Total $ 3,384 The allocation of the VocaliD Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Allocation of VocaliD Acquisition Consideration** Amount Cash $ 216 Intangible assets 2,700 Total assets acquired 2,916 Accounts payable 6 Accrued expenses and other current liabilities 33 Deferred tax liability 663 Total liabilities assumed 702 Identifiable net assets acquired 2,214 Goodwill 1,170 Total purchase consideration $ 3,384 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce. The transaction is treated as a non-taxable stock acquisition for income tax purposes and none of the goodwill generated from the acquisition was tax deductible. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of developed technology valued at $ 2,700 with estimated useful lives of three years . The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. The fair value of the intangible assets has been estimated using a cost approach. Under the cost approach, the replacement cost is used to estimate the value of the asset. The key assumptions include the Company’s estimates of the direct and indirect costs required to replace the asset. March 2022 Acquisition On March 1, 2022 , the Company acquired 100 % of an influencer-based management company, which is a California limited liability company, pursuant to a securities purchase agreement dated as of March 1, 2022 (the “March 2022 Acquisition”). The entity is an influencer management company that works with a select group of social media influencers to create content and custom marketing campaigns for brand partners and agencies. The total purchase consideration was $ 5,881 (the “March 2022 Acquisition Consideration”), which consisted of a cash payment of $ 1,500 at closing, $ 1,929 for the fair value of the Company’s 116,550 shares of common stock, and deferred cash payments to be made in 2023 and 2024 totaling $ 3,000 , which deferred payments were estimated to have a fair value of $ 2,707 on the acquisition date. The total purchase price was decreased by $ 976 for the settlement of a preexisting receivable and increased by $ 684 to adjust for the cash o n hand at the time of the transaction closing and a net working capital adjustment of $ 37 . In addition, the sellers may receive up to $ 4,500 in contingent earnout consideration based on achieving certain milestones tied to the entity’s financial performance in fiscal 2022 and 2023, which amount will be paid in cash (the “March 2022 Acquisition Earnout”). The fair value of the March 2022 Acquisition Earnout was estimated to be $ 3,015 as of March 1, 2022, all of which was deemed to be compensation to the seller which will be recognized as compensation expense over the earnout period in the general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. The Company entered into an agreement that amended the terms of the March 2022 Acquisition Earnout in July 2023. For further details on this amendment, refer to Note 13 . The Company incurred $ 270 in acquisition-related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss during the six months ended June 30, 2022. The Company paid the first of two deferred cash payments of $ 1,500 during the six months ended June 30, 2023. The following table summarizes the fair value of the March 2022 Acquisition Consideration: March 2022 Acquisition Consideration Amount Cash consideration at closing $ 1,500 Equity consideration at closing 1,929 Deferred consideration 2,707 Acquired cash 684 Settlement of pre-existing receivable ( 976 ) Net working capital adjustment 37 Total $ 5,881 The allocation of the March 2022 Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Allocation of March 2022 Acquisition Consideration** Amount Cash $ 715 Accounts receivable 1,088 Prepaid and other current assets 120 Property and equipment 53 Intangible assets 2,700 Other assets 247 Total assets acquired 4,923 Accounts payable 18 Accrued expenses and other current liabilities 1,788 Operating lease liabilities, non-current 140 Total liabilities assumed 1,946 Identifiable net assets acquired 2,977 Goodwill 2,904 Total purchase consideration $ 5,881 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to opportunities to cross-sell into our Commercial Enterprise customer base. For income tax purposes, the Company elected to treat the transaction as an asset acquisition. As such, the goodwill generated from the acquisition is tax deductible. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of the influencer network, trade name and brand relationships with estimated useful lives of three to ten years . The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. The fair value of the intangible assets has been estimated using an income approach. Under the income approach, the after-tax cash flows associated with the asset are discounted to present value. The key assumptions include the Company’s estimates of the projected cash flows and discount rates. The valuation of the intangible assets acquired along with their estimated useful lives, is as follows: Estimated Estimated Useful Lives (in years) Influencer network $ 1,200 5 Trade name 200 10 Brand relationships 1,300 3 Total intangible assets $ 2,700 Energy Group Divestiture On June 30, 2023, the Company completed the sale of its energy group (the “Energy Divestiture”) to GridBeyond Limited, an Ireland-based privately held company (“GridBeyond”) that delivers AI-powered energy solutions, pursuant to an asset purchase agreement. The Company received 4,160,644 shares of Series B Preference Shares in GridBeyond valued at approximately $ 2.0 million plus $ 0.5 million in cash. The Energy Divestiture resulted in a pre-tax gain of $ 2.6 million for the three and six months ended June 30, 2023. The Energy Divestiture does not meet the criteria of discontinued operations because the disposal does not have a major effect on the Company’s operations and financial results. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. DEBT Convertible Senior Notes In November 2021, the Company issued, at par value, $ 201.3 million aggregate principal amount of 1.75 % convertible senior notes due 2026 (the “Convertible Notes”). The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Convertible Notes to purchase an additional $ 26.25 million aggregate principal amount of Convertible Notes. The Convertible Notes were issued pursuant to and are subject to the terms and conditions of an indenture, which is referred to as the Indenture, between the Company and U.S. Bank National Association, as trustee. The Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. In December 2022, the Company repurchased $ 60.0 million aggregate principal amount of the Convertible Notes at approximately 65 % of par (the “Repurchase Transaction”). After giving effect to the Repurchase Transaction, the Company has $ 141.25 million in aggregate principal amount of the Convertible Notes remaining outstanding as of June 30, 2023. The Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 1.75 % per year. Interest accrues from November 19, 2021 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2022 . The Convertible Notes will mature on November 15, 2026 , unless earlier converted, redeemed, or repurchased in accordance with the terms of the Convertible Notes. Holders of the Convertible Notes may convert all or any portion of their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2026, only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the Convertible Notes on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable redemption date; or (4) upon the occurrence of specified corporate events. On or after May 15, 2026 , holders may convert all or any portion of their Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The conversion rate for the Convertible Notes initially is 27.2068 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $ 36.76 per share of common stock). The conversion rate is subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following the Company’s issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or who elects to convert its Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may be. The Company may not redeem the Convertible Notes prior to November 20, 2024 . The Company may redeem for cash all or any portion of the Convertible Notes (subject to certain limitations), at its option, on or after November 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes. If the Company undergoes a fundamental change prior to the maturity date, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes. The fundamental change repurchase price will be equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to all of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment with all existing and future liabilities of the Company that are not so subordinated; effectively junior to any of secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of the Company’s current or future subsidiaries. The net proceeds from the issuance of the Convertible Notes were approximately $ 194.9 million, after deducting debt issuance costs. The total debt issuance costs incurred and recorded by the Company amounted to $ 6.3 million, which were recorded as a reduction to the face amount of the Convertible Notes and are being amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes. The Convertible Notes are recorded as a liability within convertible senior notes, non-current. For the three and six months ended June 30, 2023, interest expense related to the Convertible Notes and amortization of the issuance costs was $ 0.8 million and $ 1.7 million, respectively . For the three and six months ended June 30, 2022, interest expense related to the Convertible Notes and amortization of the issuance c osts was $ 1.2 million and $ 2.4 million, respectively . The effective annual interest rate for the three and six months ended June 30, 2023 and the three and six months ended June 30, 2022 was ap proximately 2.42 %. As of June 30, 2023 , the if-converted value of the Convertible Notes did no t exceed the outstanding principal amount. As of June 30, 2023, the total estimated fair value of the Convertible Notes was $ 97.8 million, which was determined based on a market approach using actual bids and offers of the Convertible Notes in an over-the-counter market during the period. The Company considers these assumptions to be Level 2 inputs in accordance with the fair value hierarchy described in Note 6. Capped Calls In connection with the pricing of the Convertible Notes, with the full exercise by the initial purchasers of their option to purchase additional Convertible Notes in November 2021, the Company used approximately $ 18.6 million of the net proceeds from the issuance of the Convertible Notes to enter into privately negotiated capped call transactions, which are referred to as the capped calls, with various financial institutions. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of shares of the Company’s common stock underlying the Convertible Notes. The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset some or all of any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions. The initial cap price of the capped calls is $ 48.55 per share of common stock, which represents a premium of 75 % over the last reported sale price of the Company’s common stock of $ 27.74 per share on November 16, 2021, and is subject to certain customary adjustments under the terms of the capped calls; provided that the cap price will not be reduced to an amount less than the strike price of $ 35.76 per share. The capped call transactions are separate transactions and are not part of the terms of the Convertible Notes. The capped calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity. In connection with the Repurchase Transaction, the Company entered into transactions in December 2022 to unwind a portion of the capped calls. As a result, the Company received $ 0.3 million in net proceeds from the proceeds of the unwinding of the capped calls. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 5. NET LOSS PER SHARE The following table presents the computation of basic and diluted net loss per share: Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator Net loss $ ( 23,296 ) $ ( 3,253 ) $ ( 46,259 ) $ ( 25,382 ) Denominator Weighted-average common shares outstanding 36,848,602 36,084,113 36,718,994 35,783,067 Less: Weighted-average shares subject to repurchase — ( 598 ) — ( 301 ) Denominator for basic and diluted net loss per share attributable to common stockholders 36,848,602 36,083,515 36,718,994 35,782,766 Basic and diluted net loss per share $ ( 0.63 ) $ ( 0.09 ) $ ( 1.26 ) $ ( 0.71 ) The Company reported net losses for all periods presented and, as such, all potentially dilutive shares of common stock would have been antidilutive for such periods. The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Three Months Ended Six Months Ended 2023 2022 2023 2022 Common stock options, restricted stock units and performance stock units 10,949,114 10,266,921 10,850,896 10,143,835 Warrants to purchase common stock 496,612 496,612 496,612 496,612 Common stock issuable in connection with convertible senior notes 3,842,961 5,475,369 3,842,961 5,475,369 15,288,687 16,238,902 15,190,469 16,115,816 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | NOTE 6. FINANCIAL INSTRUMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value. Level 1 and Level 2 are considered observable and Level 3 is considered unobservable, as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2—inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3—unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash and Cash Equivalents The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of June 30, 2023, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 62,674 $ — $ 62,674 $ 62,674 Total $ 62,674 $ — $ 62,674 $ 62,674 As of December 31, 2022, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 183,381 $ — $ 183,381 $ 183,381 Level 1: Money market funds 1,042 — 1,042 1,042 Total $ 184,423 $ — $ 184,423 $ 184,423 Contingent Consideration On September 14, 2021 , the Company acquired 100 % of PandoLogic, Ltd. (“PandoLogic”) , a company incorporated under the laws of the state of Israel, pursuant to an Agreement and Plan of Merger dated as of July 21, 2021 (the “PandoLogic Merger Agreement”). The total purchase consideration for PandoLogic included up to $ 65,000 in contingent consideration based on achieving certain earnouts tied to financial performance of PandoLogic in fiscal 2021 and 2022, which amount will be paid in a combination of cash and common stock (the “PandoLogic Earnout”). All of the Company’s contingent consideration liabilities are categorized as Level 3 within the fair value hierarchy. Contingent consideration for the PandoLogic acquisition was valued at the time of acquisition using Monte Carlo simulation models. These models incorporate contractual terms and assumptions regarding financial forecasts for PandoLogic, discount rates, and volatility of forecasted revenue. The value of the Company’s contingent consideration would increase if a lower discount rate was used and would decrease if a higher discount rate was used. Similarly, a higher revenue volatility assumption would increase the value of the contingent consideration, and a lower revenue volatility assumption would decrease the value of the contingent consideration. Contingent consideration for the March 2022 Acquisition was valued using a simple probability of achievement model, with the probability of achievement based on management’s forecasted outcomes for 2022 and 2023 fiscal year results for the acquired entity. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist when deemed necessary. In September 2022, the Company and PandoLogic entered into an amendment to the PandoLogic Merger Agreement. This amendment provides that the 2022 PandoLogic Earnout would be no less than $ 10,825 , irrespective of the actual financial performance of PandoLogic for the 2022 PandoLogic Earnout period. All of the 2022 PandoLogic Earnout was paid during the six months ended June 30, 2023 in a combination of cash consideration and stock consideration, with the number of shares paid equal to that stock consideration portion of the earnout amount divided by a price per share of $ 20.53 in accordance with the terms of the PandoLogic Merger Agreement. As of June 30, 2023, the Company’s contingent consideration liabilities current and non-current balances were as follows: Fair Value as of Changes in Amount Paid Fair Value as of January 1, 2023 Fair Value To Date June 30, 2023 Level 3: Contingent consideration, current $ 8,067 $ 21,466 $ ( 29,533 ) $ — Contingent consideration, non-current — — — — Total $ 8,067 $ 21,466 $ ( 29,533 ) $ — As of December 31, 2022, the Company’s contingent consideration liabilities current and non-current balances were as follows: Fair Value as of Changes in Amount Paid Reclass from Fair Value as of January 1, 2022 Fair Value To Date Current December 31, 2022 Level 3: Contingent consideration, current $ 20,053 $ ( 22,703 ) $ ( 20,816 ) $ 31,533 $ 8,067 Contingent consideration, non-current 31,533 — — ( 31,533 ) — Total $ 51,586 $ ( 22,703 ) $ ( 20,816 ) $ — $ 8,067 Stock Warrants All of the Company’s outstanding stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants are equity classified and have been recorded at their fair value using either a probability weighted expected return model, the Monte Carlo simulation model or the Black-Scholes option-pricing model. These models incorporate contractual terms, maturity, risk-free interest rates and volatility. The value of the Company’s stock warrants would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. Investments The Company holds a strategic investment in a technology company that was determined to not have a readily determinable fair value. This investment is carried at cost of $ 2,750 on the Company’s condensed consolidated balance sheet within other assets as of June 30, 2023 and December 31, 2022 and is categorized as Level 2 within the fair value hierarchy. As part of the Energy Divestiture, the Company acquired a strategic investment in GridBeyond that was determined not to have a readily determinable fair value. This investment is carried at a cost equal to its initial estimated fair value of $ 2,021 on the Company’s condensed consolidated balance sheet within other assets as of June 30, 2023 , with that initial estimated fair value based on third party valuation at the time of this transaction and is categorized as Level 3 within the fair value hierarchy. The Company monitors these investments to determine whether an other-than-temporary decline in value indicates that impairment charges may be required. No impairment was recorded for the three and six months ended June 30, 2023. The Company re-measures its investments if there is an observable transaction in a class of security similar to the Company’s investments and there were no such re-measurements for the three and six months ended June 30, 2023 . |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 7. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill was $ 78,355 as of June 30, 2023 and $ 46,498 as of December 31, 2022. Goodwill Balance at December 31, 2022 $ 46,498 Broadbean acquisition $ 31,947 Foreign currency translation/other ( 90 ) Balance at June 30, 2023 $ 78,355 Intangible Assets The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: June 30, December 31, Weighted Gross Accumulated Net Gross Accumulated Net Software and technology 0.0 $ 3,582 $ ( 3,582 ) $ — $ 3,582 $ ( 3,582 ) $ — Licensed technology 0.0 500 ( 500 ) — 500 ( 500 ) — Developed technology 2.1 44,100 ( 19,793 ) 24,307 33,800 ( 15,512 ) 18,288 Customer and supplier relationships 4.4 99,000 ( 27,898 ) 71,102 81,800 ( 22,091 ) 59,709 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 800 ) — Trademarks and trade names 3.5 2,300 ( 843 ) 1,457 2,300 ( 633 ) 1,667 Total 3.6 $ 150,282 $ ( 53,416 ) $ 96,866 $ 122,782 $ ( 43,118 ) $ 79,664 The following table presents future amortization of the Company’s finite-lived intangible assets as of June 30, 2023: 2023 (six months) $ 13,406 2024 23,972 2025 21,522 2026 16,589 2027 13,527 Thereafter 7,850 Total $ 96,866 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 6 Months Ended |
Jun. 30, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Financial Statements Details | NOTE 8. CONSOLIDATED FINANCIAL STATEMENTS DETAILS Consolidated Balance Sheets Details Cash and cash equivalents As of June 30, 2023 and December 31, 2022, the Company had cash and cash equivalents of $ 62,674 and $ 184,423 , respectively, including $ 52,699 and $ 93,118 , respectively, of cash received from advertising customers for future payments to vendors. Accounts Receivable, Net and Allowance for Credit Losses Accounts receivable consisted of the following: As of June 30, December 31, Accounts receivable — Managed Services (1) $ 22,539 $ 27,670 Accounts receivable — Software Products & Services (2) 19,967 26,969 Accounts receivable — Other 5,910 2,181 48,416 56,820 Less: allowance for expected credit losses ( 798 ) ( 819 ) Accounts receivable, net $ 47,618 $ 56,001 (1) Accounts receivable – Managed Services reflects the amounts due from the Company’s advertising customers. (2) Accounts receivable – Software Products & Services reflects the amounts due from the Company’s hiring solutions customers. Allowance for Credit Losses Accounting The Company maintains an allowance for expected credit losses in order to record accounts receivable at their net realizable value. Inherent in the assessment of the allowance for credit losses are certain judgments and estimates relating to, among other things, the Company’s customers’ access to capital, customers’ willingness and ability to pay, general economic conditions and the ongoing relationship with customers. The Company calculates the expected credit losses on a pool basis for those receivables that have similar risk characteristics aligned with the types of accounts receivable listed in the accounts receivable table above. Allowances have been recorded for receivables believed to be uncollectible, including amounts for the resolution of potential credit and other collection issues. The allowance for expected credit losses is determined by analyzing the Company’s historical write-offs and the current aging of receivables. Adjustments to the allowance may be required in future periods depending on how issues considered such as the financial condition of customers and the general economic climate may change or if the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments. The Company has not historically had material write-offs due to uncollectible accounts receivable. Property, Equipment and Improvements, Net Property, equipment and improvements, net consisted of the following: As of June 30, December 31, Property and equipment $ 15,680 $ 8,532 Leasehold improvements 266 250 15,946 8,782 Less: accumulated depreciation ( 4,549 ) ( 3,491 ) Property, equipment and improvements, net $ 11,397 $ 5,291 Depreciation expense was $ 675 and $ 1,153 for the three and six months ended June 30, 2023 , respectively. Depreciation expense was $ 245 and $ 444 for the three and six months ended June 30, 2022, respectively. Of the $ 15,680 in property and equipment as of June 30, 2023 , $ 2,410 consisted of work in progress not yet placed in service for internal use software development costs. Depreciation of internal use software developm ent costs was $ 342 and $ 624 for the three and six months ended June 30, 2023 , respectively. Depreciation of internal use software development costs was $ 42 and $ 83 for the three and six months ended June 30, 2022, respectively . Accounts Payable Accounts payable consisted of the following: As of June 30, December 31, Accounts payable — Managed Services (1) $ 15,576 $ 17,972 Accounts payable — Other 15,245 18,766 Total $ 30,821 $ 36,738 (1) Accounts payable – Managed Services reflects the amounts due to media vendors for advertisements placed on behalf of the Company’s advertising clients. Consolidated Statements of Operations and Comprehensive Loss Details Revenue Revenue for the periods presented were comprised of the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 Commercial Enterprise $ 26,366 $ 33,364 $ 55,234 $ 66,990 Government & Regulated Industries 1,601 871 2,996 1,652 Total revenue $ 27,967 $ 34,235 $ 58,230 $ 68,642 The Company serves two customer groups: (1) Commercial Enterprise, which today consists of customers in the commercial sector, including media and entertainment customers, advertising customers, content licensing customers and Hiring Solutions customers; and (2) Government & Regulated Industries, which today consists of customers in the government and regulated industries sectors, including state, local and federal government, legal, and compliance customers. Software Products & Services consists of revenue generated from the Company’s aiWARE platform and Hiring Solutions’ talent acquisition solutions, any related support and maintenance services, and any related professional services associated with the deployment and or implementation of such solutions. Managed Services consists of revenues generated from content licensing customers and advertising agency customers and related services. The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended Six Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services $ 12,492 $ 1,601 $ 14,093 $ 25,224 $ 2,996 $ 28,220 Managed Services Advertising 8,417 — 8,417 18,952 — 18,952 Licensing 5,457 — 5,457 11,058 — 11,058 Total Managed Services 13,874 — 13,874 30,010 — 30,010 Total Revenue $ 26,366 $ 1,601 $ 27,967 $ 55,234 $ 2,996 $ 58,230 Three Months Ended Six Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services $ 17,508 $ 871 $ 18,379 $ 34,894 $ 1,652 $ 36,546 Managed Services Advertising 10,635 — 10,635 21,603 — 21,603 Licensing 5,221 — 5,221 10,493 — 10,493 Total Managed Services 15,856 — 15,856 32,096 — 32,096 Total Revenue $ 33,364 $ 871 $ 34,235 $ 66,990 $ 1,652 $ 68,642 Other Income (Expense), Net Other income (expense), net for the periods presented was comprised of the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 Interest expense, net $ ( 720 ) $ ( 1,183 ) $ ( 1,525 ) $ ( 2,365 ) Gain on sale of energy group 2,572 — 2,572 — Other 1,658 ( 48 ) 2,818 ( 52 ) Other income (expense), net $ 3,510 $ ( 1,231 ) $ 3,865 $ ( 2,417 ) Other in the table above co nsists primarily of foreign exchange gain of $ 1.7 million $ 2.8 million for the three and six months ended June 30, 2023, respectively. Provision for Income Taxes In accordance with ASC 740-270, Income Taxes , the provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company records a cumulative adjustment. A separate estimated annual effective tax rate is applied for jurisdictions where an entity anticipates an ordinary loss or has an ordinary loss for the year to date for which no tax benefit can be recognized. The Company’s effective tax rate for the three and six months ended June 30, 2023 was 5.6 % and 3.4 %, respectively. The difference between the effective tax rate and the U.S. federal statutory rate of 21% is primarily due to a valuation allowance established on the Company’s federal and state net deferred tax assets, as well as the impact of foreign operations subject to tax in foreign jurisdictions. The Company’s effective tax rate for the three and six months ended June 30, 2022 was 33.1 % and 5.5 %, respectively. The change in the effective tax rates for the three and six months ended June 30, 2023 as compared to the comparable prior year periods is primarily due to the impact of taxes on foreign operations and valuation allowances against domestic net deferred tax assets. As of June 30, 2023, the Company continues to provide a valuation allowance against federal and state deferred tax assets that are not expected to be realizable. The Company continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If the Company’s assessment of the deferred tax assets or the corresponding valuation allowance were to chan ge, the Company would record the related adjustment to income during the period in which the determination is made. The tax benefit for the three months ended June 30, 2023 includes a $ 347 tax benefit relating to a change to beginning of the year valuation allowance. With the acquisition of Broadbean, the Company acquired deferred tax liabilities that provide a source of taxable income that allows for the release of valuation allowance related to the Company’s deferred tax assets. As a result of the Broadbean acquisition, the Company expects to be subject to taxation in France and Australia, in addition to already being subject to taxation in the United States, Israel, and the United Kingdom. The United States, Israel, and the United Kingdom comprise the majority of the Company’s operations. In general, the U.S. federal statute of limitations is three years. However, the Internal Revenue Service may still adjust a tax loss or credit carryover in the year the tax loss or credit carryover is utilized. As such, the Company’s U.S. federal tax returns and state tax returns are open for examination since inception. The Israeli statute of limitations period is generally four years commencing at the end of the year in which the return was filed. The UK statute of limitations period is typically twelve months following the date on which the return is filed. The Company is not currently under examination from income tax authorities in the jurisdictions in which the Company does business. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”) which, among other things, implements a 15 % corporate alternative minimum tax based on the adjusted financial statement income for certain large corporations and a 1 % excise tax on net share repurchases. The minimum tax and excise tax, if applicable, are effective for fiscal years beginning after December 31, 2022. The Company does not expect the IRA to have a material impact on its financial position, results of operations or cash flows. The Company will continue to monitor additional future guidance from the IRS. The main corporation tax rate for UK corporations increases from 19 % to 25 % for the financial year beginning April 1, 2023. The tax provision for the year ended June 30, 2023 is reflective of the change in tax rate. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Leases Commitments And Contingencies [Abstract] | |
Leases, Commitments and Contingencies | NOTE 9. LEASES, COMMITMENTS AND CONTINGENCIES Leases Lease Costs As of June 30, 2023, on its condensed consolidated balance she et the Company had right-of-use assets of $ 2,539 recorded within other assets , the current portion of operating lease liabilities of $ 2,640 recorded within other accrued liabilities , and the non-current portion of operating lease liabilities of $ 1,329 recorded within other non-current liabilities . As of December 31, 2022 , on its condensed consolidated balance sheet the Company had right-of-use assets of $ 1,755 recorded within other assets , the current portion of operating lease liabilities of $ 2,112 recorded within other accrued liabilities , and the non-current portion of operating lease liabilities of $ 1,510 recorded within other non-current liabilities . The Company made cash payments for its operating leases of $ 644 and $ 1,281 for the three and six months ended June 30, 2023 , respectively, and $ 669 and $ 1,321 for the three and six months ended June 30, 2022 , all of which were included in cash flows from operating activities within the condensed consolidated statements of cash flows. The Company’s operating leases have a weighted average remaining lease term of 1.7 years and weighted average discount rate of 6.9 %. The total rent expense for all operating leases was $ 546 and $ 1,092 for the three and six months ended June 30, 2023 , respectively, and $ 756 and $ 1,262 for the three and six months ended June 30, 2022 , respectively, with short-term leases making up an immaterial portion of such expenses. For its sublease, the Company recorded sublease income of $ 277 and $ 554 for the three and six months ended June 30, 2023 , respectively, and $ 277 and $ 554 for the three and six months ended June 30, 2022, respectively Lease Commitments Future undiscounted lease payments for the Company’s operating lease liabilities, a reconciliation of these payments to its operating lease liabilities, and related sublease income at June 30, 2023 are as follows: Years ended December 31, 2023 (six months) $ 1,497 2024 2,494 2025 326 Total future minimum lease payments, including short-term leases 4,317 Less: future minimum lease payments for short-term leases ( 84 ) Less: imputed interest ( 264 ) Present value of future minimum lease payments, excluding short-term leases $ 3,969 Less: current portion of operating lease liabilities ( 2,640 ) Non-current portion of operating lease liabilities 1,329 Years ended December 31, Sublease Income 2023 (six months) $ 602 2024 1,034 Total sublease income $ 1,636 Purchase Consideration In connection with the March 2022 Acquisition, the Company committed to make purchase consideration payments of $ 1,500 within ten days of the first anniversary of the closing date of the acquisition and an additional $ 1,500 within ten days of the second anniversary of the closing date of the acquisition. The first payment of $ 1,500 was made during the six months ended June 30, 2023 . In connection with the VocaliD acquisition, the Company committed to make purchase consideration payments of $ 1,000 on the first anniversary of the closing date of the acquisition and an additional $ 1,000 on the 18-month anniversary of the closing date of the acquisition. The first payment of $ 1,000 was made during the six months ended June 30, 2023 . In connection with the VSL acquisition, the Company committed to make a purchase consideration payment of $ 300 on the 18-month anniversary of the closing date of the acquisition. Refer to Note 3 for further details. Other Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. The Company currently is not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company’s results of operations, financial position or cash flows. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock Issuances During the six months ended June 30, 2023 and 2022 , the Company issued an aggregate of 593,763 and 1,152,345 shares of its common stock, respectively, in connection with the exercise of stock options, issuance of stock awards and vesting of restricted stock units under its stock incentive plans and stock purchases under its Employee Stock Purchase Plan (the “ESPP”). During the six months ended June 30, 2023 and 2022 , the Company issued a total of 135,800 and 352,330 shares of its common stock, respectively, in connection with the contingent consideration arrangement related to the acquisition of PandoLogic. During the six months ended June 30, 2022 , the Company issued a total of 116,550 shares of its common stock in connection with the March 2022 Acquisition. |
Stock Plans
Stock Plans | 6 Months Ended |
Jun. 30, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | NOTE 11. STOCK PLANS Stock-Based Compensation During the six months ended June 30, 2023 and 2022, the Company granted options to purc hase an aggregate of 233,466 and 291,850 shares of its common stock that are subject to time-based vesting conditions, respectively. The Company valued these stock options using the Black-Scholes Merton option pricing model. The assumptions used to compute the grant date fair values of the stock options granted during the six months ended June 30, 2023 and 2022 are set forth in the table below: Six Months Ended 2023 2022 Expected term (in years) 6.0 - 6.8 6.1 Expected volatility 91 % - 100 % 82 % - 91 % Risk-free interest rate 3.6 % - 3.9 % 1.7 % - 2.3 % Expected dividend yield — — The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the six months ended June 30, 2023 and 2022 are set forth in the table below: Six Months Ended 2023 2022 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 71 % - 101 % 71 % - 98 % Risk-free interest rate 0.1 % - 4.8 % 0.2 % - 3.5 % Expected dividend yield — — The Company’s stock-based compensation expense by type of award and by operating expense grouping are presented below: Three Months Ended Six Months Ended 2023 2022 2023 2022 Stock-based compensation expense by type of award: Restricted stock units $ 1,224 $ 3,058 $ 3,392 $ 6,490 Performance-based stock units 142 — 470 — Stock options 1,081 1,502 2,052 2,775 Employee stock purchase plan 250 81 700 173 Common stock issued for services — 20 — 39 Total stock-based compensation expense $ 2,697 $ 4,661 $ 6,614 $ 9,477 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 17 $ 24 $ 37 $ 44 Sales and marketing 529 727 705 1,190 Research and development 1,127 1,247 2,669 2,251 General and administrative 1,024 2,663 3,203 5,992 Total stock-based compensation expense $ 2,697 $ 4,661 $ 6,614 $ 9,477 Stock-based compensation capitalized for internal-use software was $ 80 and $ 54 for the three months ended June 30, 2023 and 2022, respectively. Stock-based compensation capitalized for internal-use software was $ 214 and $ 85 for the six months ended June 30, 2023 and 2022, respectively. Equity Award Activity Under Stock Plans Performance Stock Units On January 4, 2023, the Company entered into a consulting agreement (the “Steel Holdings Consulting Agreement”) with Steel Holdings, LLC, an affiliate of Chad Steelberg, our former Chief Executive Officer and current Chairman of the Company’s Board of Directors (the “Board”), as further described in Note 12. In connection with the Steel Holdings Consulting Agreement, on January 11, 2023, the Compensation Committee of the Board (the “Compensation Committee”) approved a grant of 118,460 performance stock units (the “Steel Holdings Consulting PSUs”) that vest upon the achievement of certain performance milestones. The Steel Holdings Consulting PSUs will expire 6 months after the Steel Holdings Consulting Agreement terminates. On March 16, 2023, the Compensation Committee approved a grant of 170,402 target performance stock units to be granted to the Company’s named executive officers (the “Senior Executive PSUs”). The awards have a grant date of March 31, 2023 and will vest based on the achievement of revenue and non-GAAP net income targets (each equally weighted) for 2023, which achievement shall then be modified (up to a 20 % increase or decrease) based on the Company’s relative total shareholder return over a three-year performance period (the “TSR Modifier”), as compared with the S&P Software and Services Select Industry Index. Based on the Company’s performance, the Company’s named executive officers may earn from 0 % to 200 % of the target number of shares of the Senior Executive PSUs. The Senior Executive PSUs, to the extent earned, will vest on the date the Board certifies the TSR Modifier for the three-year performance period ending December 31, 2025 and the number of Senior Executive PSUs that will vest as of such certification, all of which will occur within 90 days of the end of the performance period ending December 31, 2025 . Compensation costs recognized on the Senior Executive PSUs are adjusted, as applicable, for performance above or below the target specified in the award. The Company’s performance stock unit activity for the six months ended June 30, 2023 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2022 — N/A Granted 288,862 $ 5.88 Vested ( 19,743 ) $ 5.94 Unvested at June 30, 2023 269,119 $ 5.87 Restricted Stock Units The Company’s restricted stock unit activity for the six months ended June 30, 2023 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2022 1,048,834 $ 15.28 Granted 821,753 $ 5.42 Forfeited ( 89,718 ) $ 23.89 Vested ( 485,889 ) $ 15.17 Unvested at June 30, 2023 1,294,980 $ 9.81 As of June 30, 2023, total unrecognized compens ation cost related to restricted stock units was $ 9,175 , which is expected to be recognized over a weighted average period of 2.2 years. Performance-Based Stock Options The activity during the six months ended June 30, 2023 related to stock options that are subject to performance-based vesting conditions tied to the achievement of stock price goals by the Company was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2022 3,762,679 $ 11.15 Exercised ( 7,000 ) $ 6.11 Expired ( 63,367 ) $ 5.67 Outstanding at June 30, 2023 3,692,312 $ 11.26 7.0 years $ 0 Exercisable at June 30, 2023 3,692,312 $ 11.26 7.0 years $ 0 The aggregate intrinsic value of the options exercised during the six months ended June 30, 2023 and 2022 was $ 5 and $ 271 , respectively. No performance-based stock options were granted during the six months ended June 30, 2023 and 2022 and no performance-based stock options vested during the six months ended June 30, 2023. Stock Options The activity during the six months ended June 30, 2023 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2022 5,867,785 $ 14.53 Granted 233,466 $ 5.29 Exercised ( 12,979 ) $ 6.11 Forfeited ( 142,642 ) $ 22.87 Expired ( 155,622 ) $ 12.92 Outstanding at June 30, 2023 5,790,008 $ 14.01 5.2 years $ 616 Exercisable at June 30, 2023 4,737,474 $ 14.20 4.5 years $ 545 The weighted average grant date fair value of stock options granted during the six months ended June 30, 2023 and 2022 wa s $ 4.19 and $ 12.00 per share, respectively. The aggregate intrinsic value of the stock options exercised during the six months ended June 30, 2023 and 2022 was $ 10 and $ 264 , respectively. The total grant date fair value of stock options vested during the six months ended June 30, 2023 and 2022 was $ 3,202 and $ 2,032 , respectively. At June 30, 2023 , total unrecognized compensation expense related to stock options was $ 9,442 and is expected to be recognized over a weighted average period of 2.6 years. The aggregate intrinsic values in the tables above represent the difference between the fair market value of the Company’s common stock and the average option exercise price of in-the-money options, multiplied by the number of such stock options. Employee Stock Purchase Plan During the six months ended June 30, 2023 , a total of 87,895 shares of common stock were purchased under the ESPP. As of June 30, 2023 and December 31, 2022 , accrued employee contributions for future purchases under the ESPP totaled $ 531 and $ 595 , respectively. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12. RELATED PARTY TRANSACTIONS On January 4, 2023, the Company entered into the Steel Holdings Consulting Agreement with Steel Holdings, LLC, effective as of January 1, 2023. Steel Holdings, LLC is an entity affiliated with Chad Steelberg, our current Chairman of the Board and former Chief Executive Officer effective as of December 31, 2022. Under the Steel Holdings Consulting Agreement, the Company retained Mr. Steelberg as a consultant to provide ongoing Chief Executive Officer transition services and to manage and oversee the further development of the Company’s aiWARE platform. During the three and six months ended June 30, 2023, t he Company recorded a research and development expense of $ 174 and $ 329 , respectively for consulting fees and reimbursements for reasonable and documented expense s; $ 237 and $ 631 , respectively for vari able consultant performance bonus exp ense; and $ 19 and $ 347 in stoc k-based compensation expense for the Steel Holdings Consulting PSUs. There were no other related party transactions during the six months ended June 30, 2023 . |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13. SUBSEQUENT EVENTS In July 2023, the Company entered into an amendment to the March 2022 Acquisition securities purchase agreement (the “March 2022 Acquisition Amendment”). The March 2022 Acquisition Amendment provides that the March 2022 Acquisition earnout amounts totaling $ 3,500 (the “March 2022 Acquisition Earn-Out Amount”) are now tied to employment status of the seller through December 31, 2025, irrespective of the actual financial performance of the acquired company. In exchange for the March 2022 Acquisition Earn-Out Amount, the March 2022 Acquisition Amendment further provides that certain restrictive operational covenants and obligations of the Company terminated immediately as of the date of the March 2022 Acquisition Amendment. In August 2023, the Company entered into a three year credit agreement with Alterna Capital Solutions, LLC (“ACS”) pursuant to which the Company may borrow up to $ 30,000 (the “Credit Facility”). Loans under the Credit Facility are secured by certain domestic receivables and other assets . The Credit Facility bears interest at the greater of Prime rate plus 1 % or 9.5 %, and minimum annual interest of $ 250 if no funds are drawn under the Credit Facility in a given year. Under the terms of the Credit Facility, the Company will pay a one-time facility fee of $ 450 in advance, and is subject to certain prepayment penalties if the Credit Facility is terminated early. ACS will be a senior secured creditor. |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are based on the representations of the Company’s management, who is responsible for their integrity and objectivity. The information included in this Form 10-Q should be read in conjunction with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the SEC on March 16, 2023. Interim results for the three and six months ended June 30, 2023 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2023. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal, recurring and necessary to fairly state the Company’s financial position, results of operations and cash flows. All significant intercompany transactions have been eliminated in consolidation. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements reflected in the three- and six- month periods presented are unaudited. The December 31, 2022 balance sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. |
Liquidity and Capital Resources | Liquidity and Capital Resources These consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles assuming the Company will continue as a going concern. During the years ended December 31, 2022 and 2021 , the Company generated cash flows from operations of $ 3,737 and $ 7,234 , respectively, and incurred net losses of $ 25,557 and $ 64,672 , respectively. As of June 30, 2023, the Company had an accumulated deficit of $ 417,530 . Historically, the Company has satisfied its capital needs with the net proceeds from sales of equity securities, issuances of convertible debt, and the exercise of common stock options and warrants. If the Company needs to raise additional capital in order to continue to execute its business plan, there is no assurance that additional financing will be available when needed or that management will be able to obtain financing on terms acceptable to the Company. During the six months ended June 30, 2023, the Company received net proceeds of $ 643 from the issuance of common stock under the Company’s employee stock plans, and used $ 1,003 for taxes paid related to net share settlement of equity awards and $ 7,772 for payment of the 2022 earnout for PandoLogic (as defined herein). During the six months ended June 30, 2023, the Company used cash in operations of $ 58,533 , driven principally by the timing of payments for advertising customers and by the Company’s net loss of $ 46,259 , and the Company used cash in investing activities of $ 55,078 , driven principally by its acquisition of Broadbean (see Note 3). As of June 30, 2023 , the Company had cash and cash equivalents of $ 62,674 , including $ 52,699 of cash received from advertising customers for future payments to vendors. Absent any other action, management determined that the Company would require additional liquidity to continue its operations over the next twelve months. In August 2023, the Company obtained the Credit Facility (see Note 13) and initiated cost reductions, which management projects, when combined with its cash and cash equivalents, will allow the Company to meet its anticipated cash requirements for the next twelve months. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for credit losses, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, the valuation of non-cash consideration received in barter transactions and evaluation of realizability, and the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic, the war in Ukraine, the recent inflationary environment and rising interest rates. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
Significant Customers | Significant Customers One individual customer accounted for 10 % or more of the Company’s revenue for the three months ended June 30, 2023 and 2022. One individual customer accounted for 10 % or more of the Company’s revenue for the six months ended June 30, 2023 and 2022. One individual customer accounted for 10 % or more of the Company’s accounts receivable as of June 30, 2023 and one individual customer accounted for 10 % or more of the Company’s accounts receivable as of December 31, 2022 . |
Remaining Performance Obligations | Remaining Performance Obligations As of June 30, 2023, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining pe rformance obligations was $ 30,607 , approximately 31 % of which the C ompany expects to recognize as revenue over the next twelve months , and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations . Excluded based on this policy are balances related to hiring solutions representing gross purchase orders to be satisfied in less than one year. Revenues will be recognized net of costs to fulfill these orders. |
Segment Information | Segment Information The Company operates as one reportable segment. The Company reports segment information based on the internal reporting used by the chief operating decision maker for making decisions and assessing performance as the source of the Company’s reportable segments. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2022, other than those associated with the recently adopted guidance on accounting for expected credit losses as further described in Note 8 . |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires measurement and recognition of expected credit losses for financial assets held. This standard was effective for the Company beginning in the first quarter of fiscal year 2023. The Company adopted this guidance on January 1, 2023 and the impact of the adoption was not material to our condensed consolidated financial statements as credit losses are not expected to be significant based on historical collection trends, the financial condition of payment partners, and external market factors. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers , in order to align the recognition of a contract liability with the definition of a performance obligation. The Company adopted this guidance on January 1, 2023. The adoption of this guidance did not have a material impact on the Company’s condensed consolidated financial statements. |
Allowance for Credit Losses Accounting | Allowance for Credit Losses Accounting The Company maintains an allowance for expected credit losses in order to record accounts receivable at their net realizable value. Inherent in the assessment of the allowance for credit losses are certain judgments and estimates relating to, among other things, the Company’s customers’ access to capital, customers’ willingness and ability to pay, general economic conditions and the ongoing relationship with customers. The Company calculates the expected credit losses on a pool basis for those receivables that have similar risk characteristics aligned with the types of accounts receivable listed in the accounts receivable table above. Allowances have been recorded for receivables believed to be uncollectible, including amounts for the resolution of potential credit and other collection issues. The allowance for expected credit losses is determined by analyzing the Company’s historical write-offs and the current aging of receivables. Adjustments to the allowance may be required in future periods depending on how issues considered such as the financial condition of customers and the general economic climate may change or if the financial condition of the Company’s customers were to deteriorate resulting in an impairment of their ability to make payments. The Company has not historically had material write-offs due to uncollectible accounts receivable. |
Business Combinations and Div_2
Business Combinations and Divestiture (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
VSL Acquisition [Member] | |
Summary of Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the VSL Acquisition Consideration: VSL Acquisition Consideration Amount Cash consideration at closing $ 1,700 Deferred consideration 252 Total $ 1,952 The allocation of the VSL Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Allocation of VSL Acquisition Consideration** Amount Accounts receivable, net $ 57 Property, equipment and improvements, net 13 Intangible assets 1,500 Total assets acquired 1,570 Accrued expenses and other current liabilities 32 Total liabilities assumed 32 Identifiable net assets acquired 1,538 Goodwill 414 Total purchase consideration $ 1,952 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce. All goodwill generated from the acquisition is tax deductible. |
Broadbean Acquisition [Member] | |
Summary of Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the Broadbean Acquisition Consideration: Preliminary Broadbean Acquisition Consideration Amount Cash consideration at closing $ 53,224 The preliminary allocation of the Broadbean Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Preliminary Allocation of Broadbean Acquisition Consideration** Amount Cash and cash equivalents $ 3,029 Accounts receivable, net 7,910 Prepaid expenses and other current assets 1,008 Property, equipment and improvements, net 4,348 Intangible assets 27,500 Other assets 1,115 Total assets acquired 44,910 Accounts payable 1,369 Deferred revenue 10,134 Other accrued liabilities 4,565 Other non-current liabilities 7,565 Total liabilities assumed 23,633 Identifiable net assets acquired 21,277 Goodwill 31,947 Total purchase consideration $ 53,224 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to opportunities to cross-sell into our Commercial Enterprise customer base. |
Summary of Valuation of Intangible Assets | The valuation of the intangible assets acquired along with their estimated useful lives, is as follows: Estimated Estimated Useful Lives (in years) Customer relationships $ 17,200 5 Developed technology 10,300 4 Total intangible assets $ 27,500 |
Summary of Unaudited Proforma Information | The unaudited pro forma financial information was as follows: Three months ended Six Months Ended 2023 2023 Net revenue $ 34,735 $ 73,293 Loss before provision for income taxes ( 26,801 ) ( 48,824 ) Net loss ( 22,314 ) ( 44,102 ) Three months ended Six Months Ended 2022 2022 Net revenue $ 42,506 $ 85,065 Loss before provision for income taxes ( 1,918 ) ( 21,281 ) Net loss ( 1,970 ) ( 23,018 ) |
VocaliD [Member] | |
Summary of Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the VocaliD Acquisition Consideration: VocaliD Acquisition Consideration Amount Cash consideration at closing $ 1,609 Deferred consideration 1,785 Net working capital adjustment ( 10 ) Total $ 3,384 The allocation of the VocaliD Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Allocation of VocaliD Acquisition Consideration** Amount Cash $ 216 Intangible assets 2,700 Total assets acquired 2,916 Accounts payable 6 Accrued expenses and other current liabilities 33 Deferred tax liability 663 Total liabilities assumed 702 Identifiable net assets acquired 2,214 Goodwill 1,170 Total purchase consideration $ 3,384 |
March 2022 Acquisition [Member] | |
Summary of Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the March 2022 Acquisition Consideration: March 2022 Acquisition Consideration Amount Cash consideration at closing $ 1,500 Equity consideration at closing 1,929 Deferred consideration 2,707 Acquired cash 684 Settlement of pre-existing receivable ( 976 ) Net working capital adjustment 37 Total $ 5,881 The allocation of the March 2022 Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows: Allocation of March 2022 Acquisition Consideration** Amount Cash $ 715 Accounts receivable 1,088 Prepaid and other current assets 120 Property and equipment 53 Intangible assets 2,700 Other assets 247 Total assets acquired 4,923 Accounts payable 18 Accrued expenses and other current liabilities 1,788 Operating lease liabilities, non-current 140 Total liabilities assumed 1,946 Identifiable net assets acquired 2,977 Goodwill 2,904 Total purchase consideration $ 5,881 |
Summary of Valuation of Intangible Assets | The valuation of the intangible assets acquired along with their estimated useful lives, is as follows: Estimated Estimated Useful Lives (in years) Influencer network $ 1,200 5 Trade name 200 10 Brand relationships 1,300 3 Total intangible assets $ 2,700 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Common Share | The following table presents the computation of basic and diluted net loss per share: Three Months Ended Six Months Ended 2023 2022 2023 2022 Numerator Net loss $ ( 23,296 ) $ ( 3,253 ) $ ( 46,259 ) $ ( 25,382 ) Denominator Weighted-average common shares outstanding 36,848,602 36,084,113 36,718,994 35,783,067 Less: Weighted-average shares subject to repurchase — ( 598 ) — ( 301 ) Denominator for basic and diluted net loss per share attributable to common stockholders 36,848,602 36,083,515 36,718,994 35,782,766 Basic and diluted net loss per share $ ( 0.63 ) $ ( 0.09 ) $ ( 1.26 ) $ ( 0.71 ) |
Effect of Anti-dilutive Securities | The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Three Months Ended Six Months Ended 2023 2022 2023 2022 Common stock options, restricted stock units and performance stock units 10,949,114 10,266,921 10,850,896 10,143,835 Warrants to purchase common stock 496,612 496,612 496,612 496,612 Common stock issuable in connection with convertible senior notes 3,842,961 5,475,369 3,842,961 5,475,369 15,288,687 16,238,902 15,190,469 16,115,816 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments All Other Investments [Abstract] | |
Schedule of Cash and Cash Equivalents | The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of June 30, 2023, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 62,674 $ — $ 62,674 $ 62,674 Total $ 62,674 $ — $ 62,674 $ 62,674 As of December 31, 2022, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 183,381 $ — $ 183,381 $ 183,381 Level 1: Money market funds 1,042 — 1,042 1,042 Total $ 184,423 $ — $ 184,423 $ 184,423 |
Schedule of Contingent Consideration Liabilities Current and Non-current Balances | As of June 30, 2023, the Company’s contingent consideration liabilities current and non-current balances were as follows: Fair Value as of Changes in Amount Paid Fair Value as of January 1, 2023 Fair Value To Date June 30, 2023 Level 3: Contingent consideration, current $ 8,067 $ 21,466 $ ( 29,533 ) $ — Contingent consideration, non-current — — — — Total $ 8,067 $ 21,466 $ ( 29,533 ) $ — As of December 31, 2022, the Company’s contingent consideration liabilities current and non-current balances were as follows: Fair Value as of Changes in Amount Paid Reclass from Fair Value as of January 1, 2022 Fair Value To Date Current December 31, 2022 Level 3: Contingent consideration, current $ 20,053 $ ( 22,703 ) $ ( 20,816 ) $ 31,533 $ 8,067 Contingent consideration, non-current 31,533 — — ( 31,533 ) — Total $ 51,586 $ ( 22,703 ) $ ( 20,816 ) $ — $ 8,067 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill was $ 78,355 as of June 30, 2023 and $ 46,498 as of December 31, 2022. Goodwill Balance at December 31, 2022 $ 46,498 Broadbean acquisition $ 31,947 Foreign currency translation/other ( 90 ) Balance at June 30, 2023 $ 78,355 |
Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: June 30, December 31, Weighted Gross Accumulated Net Gross Accumulated Net Software and technology 0.0 $ 3,582 $ ( 3,582 ) $ — $ 3,582 $ ( 3,582 ) $ — Licensed technology 0.0 500 ( 500 ) — 500 ( 500 ) — Developed technology 2.1 44,100 ( 19,793 ) 24,307 33,800 ( 15,512 ) 18,288 Customer and supplier relationships 4.4 99,000 ( 27,898 ) 71,102 81,800 ( 22,091 ) 59,709 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 800 ) — Trademarks and trade names 3.5 2,300 ( 843 ) 1,457 2,300 ( 633 ) 1,667 Total 3.6 $ 150,282 $ ( 53,416 ) $ 96,866 $ 122,782 $ ( 43,118 ) $ 79,664 |
Summary of Future Amortization of Finite-Lived Intangible Assets | The following table presents future amortization of the Company’s finite-lived intangible assets as of June 30, 2023: 2023 (six months) $ 13,406 2024 23,972 2025 21,522 2026 16,589 2027 13,527 Thereafter 7,850 Total $ 96,866 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable consisted of the following: As of June 30, December 31, Accounts receivable — Managed Services (1) $ 22,539 $ 27,670 Accounts receivable — Software Products & Services (2) 19,967 26,969 Accounts receivable — Other 5,910 2,181 48,416 56,820 Less: allowance for expected credit losses ( 798 ) ( 819 ) Accounts receivable, net $ 47,618 $ 56,001 (1) Accounts receivable – Managed Services reflects the amounts due from the Company’s advertising customers. (2) Accounts receivable – Software Products & Services reflects the amounts due from the Company’s hiring solutions customers. |
Summary of Property Equipment and Improvements, Net | Property, equipment and improvements, net consisted of the following: As of June 30, December 31, Property and equipment $ 15,680 $ 8,532 Leasehold improvements 266 250 15,946 8,782 Less: accumulated depreciation ( 4,549 ) ( 3,491 ) Property, equipment and improvements, net $ 11,397 $ 5,291 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of June 30, December 31, Accounts payable — Managed Services (1) $ 15,576 $ 17,972 Accounts payable — Other 15,245 18,766 Total $ 30,821 $ 36,738 (1) Accounts payable – Managed Services reflects the amounts due to media vendors for advertisements placed on behalf of the Company’s advertising clients. |
Summary of Revenue | Revenue for the periods presented were comprised of the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 Commercial Enterprise $ 26,366 $ 33,364 $ 55,234 $ 66,990 Government & Regulated Industries 1,601 871 2,996 1,652 Total revenue $ 27,967 $ 34,235 $ 58,230 $ 68,642 |
Summary of Presentation of Revenues | The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended Six Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services $ 12,492 $ 1,601 $ 14,093 $ 25,224 $ 2,996 $ 28,220 Managed Services Advertising 8,417 — 8,417 18,952 — 18,952 Licensing 5,457 — 5,457 11,058 — 11,058 Total Managed Services 13,874 — 13,874 30,010 — 30,010 Total Revenue $ 26,366 $ 1,601 $ 27,967 $ 55,234 $ 2,996 $ 58,230 Three Months Ended Six Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services $ 17,508 $ 871 $ 18,379 $ 34,894 $ 1,652 $ 36,546 Managed Services Advertising 10,635 — 10,635 21,603 — 21,603 Licensing 5,221 — 5,221 10,493 — 10,493 Total Managed Services 15,856 — 15,856 32,096 — 32,096 Total Revenue $ 33,364 $ 871 $ 34,235 $ 66,990 $ 1,652 $ 68,642 |
Schedule of Other Income (Expense), Net | Other income (expense), net for the periods presented was comprised of the following: Three Months Ended Six Months Ended 2023 2022 2023 2022 Interest expense, net $ ( 720 ) $ ( 1,183 ) $ ( 1,525 ) $ ( 2,365 ) Gain on sale of energy group 2,572 — 2,572 — Other 1,658 ( 48 ) 2,818 ( 52 ) Other income (expense), net $ 3,510 $ ( 1,231 ) $ 3,865 $ ( 2,417 ) |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Leases Commitments And Contingencies [Abstract] | |
Summary of Future Minimum Lease Payments | Future undiscounted lease payments for the Company’s operating lease liabilities, a reconciliation of these payments to its operating lease liabilities, and related sublease income at June 30, 2023 are as follows: Years ended December 31, 2023 (six months) $ 1,497 2024 2,494 2025 326 Total future minimum lease payments, including short-term leases 4,317 Less: future minimum lease payments for short-term leases ( 84 ) Less: imputed interest ( 264 ) Present value of future minimum lease payments, excluding short-term leases $ 3,969 Less: current portion of operating lease liabilities ( 2,640 ) Non-current portion of operating lease liabilities 1,329 Years ended December 31, Sublease Income 2023 (six months) $ 602 2024 1,034 Total sublease income $ 1,636 |
Stock Plans (Tables)
Stock Plans (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of Stock-based Compensation Expense | The Company’s stock-based compensation expense by type of award and by operating expense grouping are presented below: Three Months Ended Six Months Ended 2023 2022 2023 2022 Stock-based compensation expense by type of award: Restricted stock units $ 1,224 $ 3,058 $ 3,392 $ 6,490 Performance-based stock units 142 — 470 — Stock options 1,081 1,502 2,052 2,775 Employee stock purchase plan 250 81 700 173 Common stock issued for services — 20 — 39 Total stock-based compensation expense $ 2,697 $ 4,661 $ 6,614 $ 9,477 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 17 $ 24 $ 37 $ 44 Sales and marketing 529 727 705 1,190 Research and development 1,127 1,247 2,669 2,251 General and administrative 1,024 2,663 3,203 5,992 Total stock-based compensation expense $ 2,697 $ 4,661 $ 6,614 $ 9,477 |
Schedule of Performance Stock Unit Activity | The Company’s performance stock unit activity for the six months ended June 30, 2023 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2022 — N/A Granted 288,862 $ 5.88 Vested ( 19,743 ) $ 5.94 Unvested at June 30, 2023 269,119 $ 5.87 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the six months ended June 30, 2023 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2022 1,048,834 $ 15.28 Granted 821,753 $ 5.42 Forfeited ( 89,718 ) $ 23.89 Vested ( 485,889 ) $ 15.17 Unvested at June 30, 2023 1,294,980 $ 9.81 |
Schedule of Stock Option Activity | The activity during the six months ended June 30, 2023 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2022 5,867,785 $ 14.53 Granted 233,466 $ 5.29 Exercised ( 12,979 ) $ 6.11 Forfeited ( 142,642 ) $ 22.87 Expired ( 155,622 ) $ 12.92 Outstanding at June 30, 2023 5,790,008 $ 14.01 5.2 years $ 616 Exercisable at June 30, 2023 4,737,474 $ 14.20 4.5 years $ 545 |
Employee Stock Purchase Plan [Member] | |
Summary of Fair Value Assumptions of Stock Purchase Plan | The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the six months ended June 30, 2023 and 2022 are set forth in the table below: Six Months Ended 2023 2022 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 71 % - 101 % 71 % - 98 % Risk-free interest rate 0.1 % - 4.8 % 0.2 % - 3.5 % Expected dividend yield — — |
Stock Options [Member] | |
Schedule of Fair Value Assumptions | The assumptions used to compute the grant date fair values of the stock options granted during the six months ended June 30, 2023 and 2022 are set forth in the table below: Six Months Ended 2023 2022 Expected term (in years) 6.0 - 6.8 6.1 Expected volatility 91 % - 100 % 82 % - 91 % Risk-free interest rate 3.6 % - 3.9 % 1.7 % - 2.3 % Expected dividend yield — — |
Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | The activity during the six months ended June 30, 2023 related to stock options that are subject to performance-based vesting conditions tied to the achievement of stock price goals by the Company was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2022 3,762,679 $ 11.15 Exercised ( 7,000 ) $ 6.11 Expired ( 63,367 ) $ 5.67 Outstanding at June 30, 2023 3,692,312 $ 11.26 7.0 years $ 0 Exercisable at June 30, 2023 3,692,312 $ 11.26 7.0 years $ 0 |
Presentation and Summary of S_3
Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) Customer Segment | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Customer | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies [Line Items] | ||||||
Positive (negative) cash flows from operations | $ (58,533) | $ (4,285) | $ 3,737 | $ 7,234 | ||
Positive (negative) cash flows from investing activities | (55,078) | (6,870) | ||||
Net loss | $ (23,296) | $ (3,253) | (46,259) | (25,382) | 25,557 | $ 64,672 |
Accumulated deficit | 417,530 | 417,530 | 371,271 | |||
Proceeds from issuances of stock under employee stock plans, net | 643 | $ 782 | ||||
Tax paid related to net share settlement of equity awards | 1,003 | |||||
Cash and cash equivalents | 62,674 | 62,674 | 184,423 | |||
Transaction price remaining performance obligations | $ 30,607 | $ 30,607 | ||||
Transaction price remaining performance obligations percentage | 31% | 31% | ||||
Number of reportable segment | Segment | 1 | |||||
Advertising Customers [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Cash received | $ 52,699 | $ 52,699 | $ 93,118 | |||
Sales Revenue [Member] | Customer Concentration Risk [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Number of major customers | Customer | 1 | 1 | ||||
Sales Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 10% | 10% | 10% | 10% | 10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Commercial Enterprise [Member] | Minimum [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 10% | |||||
Pandologic Ltd [Member] | ||||||
Significant Accounting Policies [Line Items] | ||||||
Earnout payment | $ 7,772 |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Jun. 30, 2023 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-04-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 12 months |
Business Combinations and Div_3
Business Combinations and Divestiture - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jun. 13, 2023 | Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||||||
Deferred cash payment | $ 1,500,000 | |||||||||||
Revenue | $ 27,967,000 | $ 34,235,000 | 58,230,000 | $ 68,642,000 | ||||||||
Net income | (23,296,000) | $ (3,253,000) | (46,259,000) | (25,382,000) | $ 25,557,000 | $ 64,672,000 | ||||||
Minimum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent earnout | $ 10,825,000 | |||||||||||
VSL Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | $ 1,952,000 | |||||||||||
Cash payment | 1,700,000 | |||||||||||
Deferred consideration | 252,000 | |||||||||||
VSL Acquisition [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total intangible assets | $ 1,500,000 | |||||||||||
Estimated useful lives | 3 years | |||||||||||
VSL Acquisition [Member] | General and Administrative Expense [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition related expenses | $ 272,000 | |||||||||||
Broadbean Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash payment | $ 53,224,000 | |||||||||||
Total intangible assets | 27,500,000 | |||||||||||
Deferred tax liability | 7,059,000 | |||||||||||
Goodwill deductible for tax purposes | $ 3,755,000 | |||||||||||
Revenue | $ 1,716,000 | |||||||||||
Net income | 276,000 | |||||||||||
Broadbean Acquisition [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful lives | 5 years | |||||||||||
Broadbean Acquisition [Member] | Minimum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful lives | 4 years | |||||||||||
Broadbean Acquisition [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total intangible assets | $ 10,300,000 | |||||||||||
Estimated useful lives | 4 years | |||||||||||
VocaliD [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | $ 3,384,000 | |||||||||||
Cash payment | 1,609,000 | 1,000,000 | ||||||||||
Deferred cash payment | 1,000,000 | |||||||||||
Deferred consideration | 1,785,000 | |||||||||||
Net working capital adjustment | (10,000) | |||||||||||
Tax deductible goodwill, acquisition | 0 | |||||||||||
Deferred tax liability | 663,000 | |||||||||||
VocaliD [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total intangible assets | $ 2,700,000 | |||||||||||
Estimated useful lives | 3 years | |||||||||||
VocaliD [Member] | General and Administrative Expense [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition related expenses | $ 200,000 | |||||||||||
March 2022 Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | $ 5,881,000 | |||||||||||
Cash payment | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||
Deferred consideration | 2,707,000 | |||||||||||
Net working capital adjustment | 37,000 | |||||||||||
Total intangible assets | 2,700,000 | |||||||||||
Equity consideration at closing | 1,929,000 | |||||||||||
Settlement of pre-existing receivable | 976,000 | |||||||||||
Acquired cash | 684,000 | |||||||||||
Contingent earnout | $ 3,015,000 | |||||||||||
March 2022 Acquisition [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful lives | 10 years | |||||||||||
March 2022 Acquisition [Member] | Minimum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Estimated useful lives | 3 years | |||||||||||
March 2022 Acquisition [Member] | General and Administrative Expense [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition related expenses | $ 270,000 | |||||||||||
Energy Divestiture [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Disposal group including discontinued operation consideration | 500,000 | 500,000 | 500,000 | |||||||||
Pre-tax Gain | 2,600,000 | 2,600,000 | ||||||||||
Energy Divestiture [Member] | Series B Preferred Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Disposal group including discontinued operation consideration | $ 2,000,000 | $ 2,000,000 | $ 2,000,000 | |||||||||
Number of shares received from divestiture of business | 4,160,644 | 4,160,644 | 4,160,644 | |||||||||
Stock Purchase Agreement [Member] | VSL Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, effective date of acquisition | Aug. 11, 2022 | |||||||||||
Business acquisition, name of acquired entity | VSL | |||||||||||
Total consideration | $ 1,952,000 | |||||||||||
Cash payment | 1,700,000 | |||||||||||
Deferred cash payment | 300,000 | |||||||||||
Deferred consideration | $ 252,000 | |||||||||||
Stock Purchase Agreement [Member] | Broadbean Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, effective date of acquisition | Jun. 13, 2023 | |||||||||||
Business acquisition, percentage of ownership interests acquired | 100% | |||||||||||
Business acquisition, name of acquired entity | Broadbean Technology Pty Ltd | |||||||||||
Total consideration | $ 53,224,000 | |||||||||||
Cash payment | 53,224,000 | |||||||||||
Stock Purchase Agreement [Member] | Broadbean Acquisition [Member] | General and Administrative Expense [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition related expenses | $ 3,214,000 | |||||||||||
Stock Purchase Agreement [Member] | VocaliD [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, effective date of acquisition | Jun. 10, 2022 | |||||||||||
Business acquisition, percentage of ownership interests acquired | 100% | |||||||||||
Business acquisition, name of acquired entity | VocaliD | |||||||||||
Total consideration | $ 3,384,000 | |||||||||||
Cash payment | 1,609,000 | |||||||||||
Deferred cash payment | 2,000,000 | |||||||||||
Deferred consideration | 1,785,000 | |||||||||||
Net working capital adjustment | $ (10,000) | |||||||||||
Securities Purchase Agreement [Member] | March 2022 Acquisition [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, effective date of acquisition | Mar. 01, 2022 | |||||||||||
Business acquisition, percentage of ownership interests acquired | 100% | |||||||||||
Business acquisition, date of acquisition agreement | Mar. 01, 2022 | |||||||||||
Total consideration | $ 5,881,000 | |||||||||||
Cash payment | 1,500,000 | |||||||||||
Deferred cash payment | 3,000,000 | |||||||||||
Deferred consideration | 2,707,000 | |||||||||||
Net working capital adjustment | 37,000 | |||||||||||
Settlement of pre-existing receivable | (976,000) | |||||||||||
Acquired cash | 684,000 | |||||||||||
Securities Purchase Agreement [Member] | March 2022 Acquisition [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Contingent earnout consideration | 4,500,000 | |||||||||||
Securities Purchase Agreement [Member] | March 2022 Acquisition [Member] | Common Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Equity consideration at closing | $ 1,929,000 | |||||||||||
Consideration equity interest issued number of shares | 116,550 |
Business Combinations and Div_4
Business Combinations and Divestiture - Summary of Fair Value of Acquisition Consideration (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 13, 2023 | Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | |
VSL Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration at closing | $ 1,700 | |||||
Deferred consideration | 252 | |||||
Total | $ 1,952 | |||||
Broadbean Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration at closing | $ 53,224 | |||||
VocaliD [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration at closing | $ 1,609 | $ 1,000 | ||||
Deferred consideration | 1,785 | |||||
Net working capital adjustment | (10) | |||||
Total | $ 3,384 | |||||
March 2022 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration at closing | $ 1,500 | $ 1,500 | $ 1,500 | |||
Equity consideration at closing | 1,929 | |||||
Deferred consideration | 2,707 | |||||
Acquired cash | 684 | |||||
Settlement of pre-existing receivable | (976) | |||||
Net working capital adjustment | 37 | |||||
Total | $ 5,881 |
Business Combinations and Div_5
Business Combinations and Divestiture - Summary of Allocation of Acquisition Consideration (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 13, 2023 | Dec. 31, 2022 | Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 78,355 | $ 46,498 | ||||
VSL Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable, net | $ 57 | |||||
Property, equipment and improvements, net | 13 | |||||
Intangible assets | 1,500 | |||||
Total assets acquired | 1,570 | |||||
Accrued expenses and other current liabilities | 32 | |||||
Total liabilities assumed | 32 | |||||
Identifiable net assets acquired | 1,538 | |||||
Goodwill | 414 | |||||
Total purchase consideration | $ 1,952 | |||||
Broadbean Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 3,029 | |||||
Accounts receivable, net | 7,910 | |||||
Prepaid and other current assets | 1,008 | |||||
Property, equipment and improvements, net | 4,348 | |||||
Intangible assets | 27,500 | |||||
Other assets | 1,115 | |||||
Total assets acquired | 44,910 | |||||
Accounts payable | 1,369 | |||||
Deferred revenue | 10,134 | |||||
Other accrued liabilities | 4,565 | |||||
Other non-current liabilities | 7,565 | |||||
Deferred tax liability | 7,059 | |||||
Total liabilities assumed | 23,633 | |||||
Identifiable net assets acquired | 21,277 | |||||
Goodwill | 31,947 | |||||
Total purchase consideration | $ 53,224 | |||||
VocaliD [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 216 | |||||
Intangible assets | 2,700 | |||||
Total assets acquired | 2,916 | |||||
Accounts payable | 6 | |||||
Accrued expenses and other current liabilities | 33 | |||||
Deferred tax liability | 663 | |||||
Total liabilities assumed | 702 | |||||
Identifiable net assets acquired | 2,214 | |||||
Goodwill | 1,170 | |||||
Total purchase consideration | $ 3,384 | |||||
March 2022 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 715 | |||||
Accounts receivable, net | 1,088 | |||||
Prepaid and other current assets | 120 | |||||
Property, equipment and improvements, net | 53 | |||||
Intangible assets | 2,700 | |||||
Other assets | 247 | |||||
Total assets acquired | 4,923 | |||||
Accounts payable | 18 | |||||
Accrued expenses and other current liabilities | 1,788 | |||||
Operating lease liabilities, non-current | 140 | |||||
Total liabilities assumed | 1,946 | |||||
Identifiable net assets acquired | 2,977 | |||||
Goodwill | 2,904 | |||||
Total purchase consideration | $ 5,881 |
Business Combinations and Div_6
Business Combinations and Divestiture - Summary of Valuation of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 13, 2023 | Mar. 01, 2022 |
March 2022 Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 2,700 | |
March 2022 Acquisition [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives | 3 years | |
March 2022 Acquisition [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives | 10 years | |
Broadbean Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 27,500 | |
Broadbean Acquisition [Member] | Minimum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives | 4 years | |
Broadbean Acquisition [Member] | Maximum [Member] | ||
Business Acquisition [Line Items] | ||
Estimated useful lives | 5 years | |
Influencer Network [Member] | March 2022 Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 1,200 | |
Estimated useful lives | 5 years | |
Customer Relationships [Member] | Broadbean Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 17,200 | |
Estimated useful lives | 5 years | |
Trade Name [Member] | March 2022 Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 200 | |
Estimated useful lives | 10 years | |
Developed Technology [Member] | Broadbean Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 10,300 | |
Estimated useful lives | 4 years | |
Brand Relationships [Member] | March 2022 Acquisition [Member] | ||
Business Acquisition [Line Items] | ||
Total intangible assets | $ 1,300 | |
Estimated useful lives | 3 years |
Business Combinations and Div_7
Business Combinations and Divestiture - Summary of Unaudited Proforma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Combinations [Abstract] | ||||
Net revenue | $ 34,735 | $ 42,506 | $ 73,293 | $ 85,065 |
Loss before provision for income taxes | (26,801) | (1,918) | (48,824) | (21,281) |
Net loss | $ (22,314) | $ (1,970) | $ (44,102) | $ (23,018) |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Nov. 30, 2021 USD ($) Days $ / shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Nov. 16, 2021 $ / shares | |
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 141,250,000 | $ 141,250,000 | |||||
Payment for capped call transactions | $ 18,600,000 | ||||||
Premium over last reported sale price, percentage | 75% | ||||||
Sale price of common stock | $ / shares | $ 27.74 | ||||||
Initial cap price | $ / shares | $ 48.55 | $ 48.55 | |||||
Strike price | $ / shares | $ 35.76 | $ 35.76 | |||||
1.75% Convertible Senior Notes Due 2026 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aggregate principal amount | $ 201,300,000 | ||||||
Debt instrument, interest rate | 1.75% | 1.75% | 1.75% | ||||
Additional principal amount | $ 26,250,000 | ||||||
Debt instrument, frequency of periodic payment | semi-annually | ||||||
Debt instrument, payment terms | is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2022 | ||||||
Debt Instrument, maturity date, description | The Convertible Notes will mature on November 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Convertible Notes. | ||||||
Debt Instrument, maturity date | Nov. 15, 2026 | ||||||
Number of trading days (whether or not consecutive) | Days | 20 | ||||||
Number of consecutive trading days | Days | 30 | ||||||
Percentage of conversion price | 130% | ||||||
Debt instrument convertible principal amount | $ 1,000,000 | ||||||
Debt instrument convertible measurement period percentage | 98% | ||||||
Debt instrument, convertible, Date | May 15, 2026 | ||||||
Initial conversion rate | 0.0272068 | ||||||
Initial conversion price | $ / shares | $ 36.76 | ||||||
Redemption date | Nov. 20, 2024 | ||||||
Percentage of conversion stock price, Redemption | 130% | ||||||
Debt instrument, Redeemable, Number of trading days | Days | 20 | ||||||
Debt instrument, Redeemable, Number of consecutive trading days | Days | 30 | ||||||
Redemption price, Percentage of principal amount to be redeemed | 100% | ||||||
Sinking fund | $ 0 | ||||||
Debt instrument repurchase price due to fundamental change | 100% | ||||||
Net proceeds from issuance of notes | $ 194,900,000 | ||||||
Debt issuance costs | $ 6,300,000 | 6,300,000 | |||||
Interest expense | $ 800,000 | $ 1,200,000 | $ 1,700,000 | $ 2,400,000 | |||
Effective annual interest rate | 2.42% | 2.42% | |||||
Convertible debt, if-converted value in excess of principal | $ 0 | ||||||
Estimated fair value of convertible notes | $ 97,800,000 | 97,800,000 | |||||
Unwinding of capped calls related to convertible notes repurchase | $ 300,000 | ||||||
65% Convertible Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 65% | ||||||
Repurchase of debt instrument | $ 60,000,000 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | ||||||
Net loss | $ (23,296) | $ (3,253) | $ (46,259) | $ (25,382) | $ 25,557 | $ 64,672 |
Denominator | ||||||
Weighted-average common shares outstanding | 36,848,602 | 36,084,113 | 36,718,994 | 35,783,067 | ||
Less: Weighted-average shares subject to repurchase | (598) | (301) | ||||
Denominator for basic and diluted net loss per share attributable to common stockholders | 36,848,602 | 36,083,515 | 36,718,994 | 35,782,766 | ||
Basic net loss per share | $ (0.63) | $ (0.09) | $ (1.26) | $ (0.71) | ||
Diluted net loss per share | $ (0.63) | $ (0.09) | $ (1.26) | $ (0.71) |
Net Loss Per Share - Effect of
Net Loss Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 15,288,687 | 16,238,902 | 15,190,469 | 16,115,816 |
Employee Stock Option, Restricted Stock Units and Performance Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 10,949,114 | 10,266,921 | 10,850,896 | 10,143,835 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 496,612 | 496,612 | 496,612 | 496,612 |
Common Stock Issuable in Connection with Convertible Senior Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 3,842,961 | 5,475,369 | 3,842,961 | 5,475,369 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Total Cash and Debt Securities | $ 62,674 | $ 184,423 |
Total Fair Value, Cash and Debt Securities | 62,674 | 184,423 |
Cash and cash equivalents | 62,674 | 184,423 |
Cash [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 62,674 | 183,381 |
Fair Value, Cash | $ 62,674 | 183,381 |
Level 1 [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 1,042 | |
Cash and cash equivalents gross before unrealized losses | 1,042 | |
Fair Value, Cash | $ 1,042 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 14, 2021 | Sep. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Nov. 16, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | ||||||
Contingent consideration, current | $ 8,067,000 | |||||
Sale of stock price per share | $ 27.74 | |||||
Impairment | $ 0 | $ 0 | ||||
Other Assets | Level 2 | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Strategic investment | 2,750,000 | 2,750,000 | $ 2,750,000 | |||
Investment at fair value | $ 2,021,000 | $ 2,021,000 | ||||
Pandologic Ltd [Member] | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Business acquisition, effective date of acquisition | Sep. 14, 2021 | |||||
Business acquisition, percentage of ownership interests acquired | 100% | |||||
Business acquisition, name of acquired entity | PandoLogic, Ltd. (“PandoLogic”) | |||||
Business acquisition, date of acquisition agreement | Jul. 21, 2021 | |||||
Stock Consideration [Member] | PandoLogic Merger Agreement [Member] | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Sale of stock price per share | $ 20.53 | $ 20.53 | ||||
Minimum [Member] | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Contingent earnout | $ 10,825,000 | |||||
Maximum [Member] | Pandologic Ltd [Member] | ||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||
Contingent consideration, current | $ 65,000,000 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Contingent Consideration Liabilities Current and Non-current Balances (Details) - Level 3 [Member] - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Contingent Consideration Liabilities [Line Items] | ||
Fair Value as of January 1, 2023 | $ 8,067 | $ 51,586 |
Changes in Fair Value | 21,466 | (22,703) |
Amount Paid To Date | (29,533) | (20,816) |
Fair Value as of June 30, 2023 | 8,067 | |
Contingent Consideration, Current [Member] | ||
Contingent Consideration Liabilities [Line Items] | ||
Fair Value as of January 1, 2023 | 8,067 | 20,053 |
Changes in Fair Value | 21,466 | (22,703) |
Amount Paid To Date | $ (29,533) | (20,816) |
Reclass from Non-current to Current | 31,533 | |
Fair Value as of June 30, 2023 | 8,067 | |
Contingent Consideration, Noncurrent [Member] | ||
Contingent Consideration Liabilities [Line Items] | ||
Fair Value as of January 1, 2023 | 31,533 | |
Reclass from Non-current to Current | $ (31,533) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Carrying amount of goodwill | $ 78,355 | $ 46,498 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Beginning balance | $ 46,498 |
Foreign currency translation/other | (90) |
Ending balance | 78,355 |
Broadbean Acquisition [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition | $ 31,947 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 7 months 6 days | |
Gross Carrying Amount | $ 150,282 | $ 122,782 |
Accumulated Amortization | (53,416) | (43,118) |
Net Carrying Amount | $ 96,866 | 79,664 |
Software and Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 3,582 | 3,582 |
Accumulated Amortization | $ (3,582) | (3,582) |
Licensed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 500 | 500 |
Accumulated Amortization | $ (500) | (500) |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 1 month 6 days | |
Gross Carrying Amount | $ 44,100 | 33,800 |
Accumulated Amortization | (19,793) | (15,512) |
Net Carrying Amount | $ 24,307 | 18,288 |
Customer and Supplier Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 4 years 4 months 24 days | |
Gross Carrying Amount | $ 99,000 | 81,800 |
Accumulated Amortization | (27,898) | (22,091) |
Net Carrying Amount | $ 71,102 | 59,709 |
Noncompete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 800 | 800 |
Accumulated Amortization | $ (800) | (800) |
Trademarks and Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 6 months | |
Gross Carrying Amount | $ 2,300 | 2,300 |
Accumulated Amortization | (843) | (633) |
Net Carrying Amount | $ 1,457 | $ 1,667 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Future Amortization of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2023 (six months) | $ 13,406 | |
2024 | 23,972 | |
2025 | 21,522 | |
2026 | 16,589 | |
2027 | 13,527 | |
Thereafter | 7,850 | |
Net Carrying Amount | $ 96,866 | $ 79,664 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Apr. 01, 2023 | Mar. 31, 2023 | Aug. 16, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Condensed Financial Statements, Captions [Line Items] | ||||||||
Cash and cash equivalents | $ 62,674 | $ 62,674 | $ 184,423 | |||||
Depreciation Expense | 675 | $ 245 | 1,153 | $ 444 | ||||
Property and equipment | 15,680 | 15,680 | 8,532 | |||||
Property and equipment, work in progress not yet placed in service | 2,410 | 2,410 | ||||||
Depreciation of internal use software development cost | $ 342 | $ 42 | $ 624 | $ 83 | ||||
Effective tax rate | 5.60% | 33.10% | 3.40% | 5.50% | ||||
Tax benefit relating to change in valuation allowance resulting from acquisition | $ 347 | |||||||
Corporate alternative minimum tax | 15% | |||||||
Excise tax on net share repurchases | 1% | |||||||
Foreign exchange gain | 1,700 | $ 2,800 | ||||||
UK | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Corporation tax rate | 25% | 19% | ||||||
Advertising Customers [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Cash received | $ 52,699 | $ 52,699 | $ 93,118 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Accounts receivable, gross | $ 48,416 | $ 56,820 |
Less: allowance for expected credit losses | (798) | (819) |
Accounts receivable, net | 47,618 | 56,001 |
Managed Services [Member] | ||
Accounts receivable, gross | 22,539 | 27,670 |
Software Products & Services [Member] | ||
Accounts receivable, gross | 19,967 | 26,969 |
Other [Member] | ||
Accounts receivable, gross | $ 5,910 | $ 2,181 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 15,680 | $ 8,532 |
Leasehold improvements | 266 | 250 |
Property, equipment and improvements, gross | 15,946 | 8,782 |
Less: accumulated depreciation | (4,549) | (3,491) |
Property, equipment and improvements, net | $ 11,397 | $ 5,291 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Accounts payable — Managed Services | $ 15,576 | $ 17,972 |
Accounts payable — Other | 15,245 | 18,766 |
Total | $ 30,821 | $ 36,738 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 27,967 | $ 34,235 | $ 58,230 | $ 68,642 |
Commercial Enterprise [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | 26,366 | 33,364 | 55,234 | 66,990 |
Government and Regulated Industries [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 1,601 | $ 871 | $ 2,996 | $ 1,652 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenue | $ 27,967 | $ 34,235 | $ 58,230 | $ 68,642 |
Government and Regulated Industries [Member] | ||||
Revenue | 1,601 | 871 | 2,996 | 1,652 |
Commercial Enterprise [Member] | ||||
Revenue | 26,366 | 33,364 | 55,234 | 66,990 |
Software Products & Services [Member] | ||||
Revenue | 14,093 | 18,379 | 28,220 | 36,546 |
Software Products & Services [Member] | Government and Regulated Industries [Member] | ||||
Revenue | 1,601 | 871 | 2,996 | 1,652 |
Software Products & Services [Member] | Commercial Enterprise [Member] | ||||
Revenue | 12,492 | 17,508 | 25,224 | 34,894 |
Advertising [Member] | ||||
Revenue | 8,417 | 10,635 | 18,952 | 21,603 |
Advertising [Member] | Commercial Enterprise [Member] | ||||
Revenue | 8,417 | 10,635 | 18,952 | 21,603 |
Licensing [Member] | ||||
Revenue | 5,457 | 5,221 | 11,058 | 10,493 |
Licensing [Member] | Commercial Enterprise [Member] | ||||
Revenue | 5,457 | 5,221 | 11,058 | 10,493 |
Total Managed Services [Member] | ||||
Revenue | 13,874 | 15,856 | 30,010 | 32,096 |
Total Managed Services [Member] | Commercial Enterprise [Member] | ||||
Revenue | $ 13,874 | $ 15,856 | $ 30,010 | $ 32,096 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Schedule of Other Income (Expense), Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Other Income And Expenses [Abstract] | ||||
Interest expense, net | $ (720) | $ (1,183) | $ (1,525) | $ (2,365) |
Gain on sale of energy group | 2,572 | 2,572 | ||
Other | 1,658 | (48) | 2,818 | (52) |
Other income (expense), net | $ 3,510 | $ (1,231) | $ 3,865 | $ (2,417) |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Other Commitments [Line Items] | ||||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | Other Assets Noncurrent | Other Assets Noncurrent | |||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities Current | Other Accrued Liabilities Current | Other Accrued Liabilities Current | |||||
Non-current portion of operating lease liabilities | $ 1,329 | $ 1,329 | $ 1,510 | |||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | Other Liabilities Noncurrent | Other Liabilities Noncurrent | |||||
Operating lease, cash payments | $ 644 | $ 669 | $ 1,281 | $ 1,321 | ||||
Operating lease, weighted average remaining lease term | 1 year 8 months 12 days | 1 year 8 months 12 days | ||||||
Operating lease, weighted average discount rate | 6.90% | 6.90% | ||||||
Sublease income | $ 277 | 277 | $ 554 | 554 | ||||
March 2022 Acquisition [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Purchase consideration payment within ten days of first anniversary of acquisition | 1,500 | 1,500 | ||||||
Purchase consideration payment within ten days of second anniversary of acquisition | 1,500 | 1,500 | ||||||
Cash payment | $ 1,500 | 1,500 | 1,500 | |||||
VocaliD [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Cash payment | $ 1,609 | 1,000 | ||||||
Purchase consideration payments on first anniversary of acquisition | 1,000 | 1,000 | ||||||
Purchase consideration payments on 18-month anniversary of acquisition | 1,000 | 1,000 | ||||||
VSL Acquisition [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Cash payment | $ 1,700 | |||||||
Purchase consideration payments on 18-month anniversary of acquisition | 300 | 300 | ||||||
Office Sublease [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Rent expense | 546 | $ 756 | 1,092 | $ 1,262 | ||||
Minimum [Member] | ||||||||
Other Commitments [Line Items] | ||||||||
Operating lease right-of-use assets | 2,539 | 2,539 | $ 1,755 | |||||
Current portion of operating lease liabilities | $ 2,640 | $ 2,640 | $ 2,112 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Other Commitments [Line Items] | ||
Non-current portion of operating lease liabilities | $ 1,329 | $ 1,510 |
Building Lease Agreement [Member] | ||
Other Commitments [Line Items] | ||
2023 (six months) | 1,497 | |
2024 | 2,494 | |
2025 | 326 | |
Total future minimum lease payments, including short-term leases | 4,317 | |
Less: future minimum lease payments for short-term leases | (84) | |
Less: imputed interest | (264) | |
Present value of future minimum lease payments, excluding short-term leases | 3,969 | |
Less: current portion of operating lease liabilities | (2,640) | |
Non-current portion of operating lease liabilities | 1,329 | |
2023 (nine months) | 602 | |
2024 | 1,034 | |
Total sublease income | $ 1,636 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Common Stock [Member] | March 2022 Acquisition [Member] | ||
Class of Stock [Line Items] | ||
Business acquisition, shares issued or issuable | 116,550 | |
Common Stock [Member] | Pandologic Ltd [Member] | ||
Class of Stock [Line Items] | ||
Business acquisition, shares issued or issuable | 135,800 | 352,330 |
Common Stock and Employee Stock Purchase Plan [Member] | ||
Class of Stock [Line Items] | ||
Shares issued in connection with stock option exercise | 593,763 | 1,152,345 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jan. 11, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||
Amount capitalized to internal-use software | $ 80,000 | $ 54,000 | $ 214,000 | $ 85,000 | ||
Employee Stock Purchase Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock were purchased under ESPP | 87,895 | |||||
Accrued employee contributions | 531,000 | $ 531,000 | $ 595,000 | |||
Timebased Stock Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Options granted | 233,466 | 291,850 | ||||
Restricted Stock Units [Member] | ||||||
Class of Stock [Line Items] | ||||||
Unrecognized cost of share-based compensation awards | 9,175,000 | $ 9,175,000 | ||||
Cost of share-based compensation awards, recognition period | 2 years 2 months 12 days | |||||
Performance-based Stock Options [Member] | ||||||
Class of Stock [Line Items] | ||||||
Total grant date fair value of stock options granted | $ 0 | $ 0 | ||||
Total grant date fair value of stock options vested | 0 | |||||
Aggregate intrinsic value of the options exercised | $ 5,000 | 271,000 | ||||
Performance Stock Units [Member] | Steel Holdings Consulting Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Description of agreement expiration | The Steel Holdings Consulting PSUs will expire 6 months after the Steel Holdings Consulting Agreement terminates. | |||||
Performance Stock Units [Member] | Steel Holdings Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock granted | 118,460 | |||||
Performance Stock Units [Member] | Senior Executive PSUs [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock granted | 170,402 | |||||
Shareholder return performance period | 3 years | |||||
Performance period ending date | Dec. 31, 2025 | |||||
Description of performance period | within 90 days of the end of the performance period ending December 31, 2025 | |||||
Performance Stock Units [Member] | Senior Executive PSUs [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Pecentage of revenue and net income targets increase (decrease) | 20% | |||||
Performance Stock Units [Member] | Senior Executive PSUs [Member] | Executive Officer [Member] | Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Earning percentage of number of shares | 0% | |||||
Performance Stock Units [Member] | Senior Executive PSUs [Member] | Executive Officer [Member] | Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Earning percentage of number of shares | 200% | |||||
Stock Options [Member] | ||||||
Class of Stock [Line Items] | ||||||
Options granted | 233,466 | |||||
Cost of share-based compensation awards, recognition period | 2 years 7 months 6 days | |||||
Total grant date fair value of stock options vested | $ 3,202,000 | 2,032,000 | ||||
Unrecognized compensation expense related to stock options | $ 9,442,000 | 9,442,000 | ||||
Aggregate intrinsic value of the options exercised | $ 10,000 | $ 264,000 | ||||
Weighted Average Grant Date Fair Value, Granted | $ 4.19 | $ 12 |
Stock Plans - Schedule of Fair
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Stock Options [Member] | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | |
Expected volatility, minimum | 91% | 82% |
Expected volatility, maximum | 100% | 91% |
Risk-free interest rate, minimum | 3.60% | 1.70% |
Risk-free interest rate, maximum | 3.90% | 2.30% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 9 months 18 days |
Stock Plans - Summary of Fair V
Stock Plans - Summary of Fair Value Assumptions of Stock Purchase Plan (Detail) - Employee Stock Purchase Plan [Member] | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 71% | 71% |
Expected volatility, maximum | 101% | 98% |
Risk-free interest rate, minimum | 0.10% | 0.20% |
Risk-free interest rate, maximum | 4.80% | 3.50% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | 2 years |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,697 | $ 4,661 | $ 6,614 | $ 9,477 |
Cost of Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 17 | 24 | 37 | 44 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 529 | 727 | 705 | 1,190 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,127 | 1,247 | 2,669 | 2,251 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,024 | 2,663 | 3,203 | 5,992 |
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,224 | 3,058 | 3,392 | 6,490 |
Performance-based Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 142 | 470 | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,081 | 1,502 | 2,052 | 2,775 |
Common Stock Issued for Services [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 20 | 39 | ||
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 250 | $ 81 | $ 700 | $ 173 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance Stock Unit Activity (Details) - Performance Stock Units [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | 0 |
Shares, Granted | 288,862 |
Shares, Vested | (19,743) |
Shares, Unvested, Ending Balance | 269,119 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 5.88 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.94 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 5.87 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 1,048,834 |
Shares, Granted | shares | 821,753 |
Shares, Forfeited | shares | (89,718) |
Shares, Vested | shares | (485,889) |
Shares, Unvested, Ending Balance | shares | 1,294,980 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 15.28 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.42 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 23.89 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 15.17 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 9.81 |
Stock Plans - Schedule of Per_2
Stock Plans - Schedule of Performance-Based Stock Options Activity (Detail) - Performance-based Stock Options [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 3,762,679 |
Options Exercised | shares | (7,000) |
Options Expired | shares | (63,367) |
Options, Outstanding, Ending Balance | shares | 3,692,312 |
Options Exercisable at September 30, 2022 | shares | 3,692,312 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 11.15 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 6.11 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 5.67 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 11.26 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 11.26 |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years |
Weighted-Average Remaining Exercisable | 7 years |
Weighted-Average Aggregate Intrinsic Value | $ | $ 0 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Option Activity (Detail) - Stock Options [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 5,867,785 |
Options Granted | shares | 233,466 |
Options Exercised | shares | (12,979) |
Options Forfeited | shares | (142,642) |
Options Expired | shares | (155,622) |
Options, Outstanding, Ending Balance | shares | 5,790,008 |
Options Exercisable at June 30, 2022 | shares | 4,737,474 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 14.53 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 5.29 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 6.11 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 22.87 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 12.92 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 14.01 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 14.20 |
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 2 months 12 days |
Weighted-Average Remaining Exercisable | 4 years 6 months |
Weighted-Average Aggregate Intrinsic Value | $ | $ 616 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 545 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Related Party Transaction [Line Items] | ||||
Due to related party transactions | $ 0 | $ 0 | ||
Stock-based compensation expense | 2,697,000 | $ 4,661,000 | 6,614,000 | $ 9,477,000 |
Steel Holdings, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees and reimbursements for reasonable and documented expenses | 174,000 | 329,000 | ||
Variable consultant performance bonus expense | 237,000 | 631,000 | ||
Stock-based compensation expense | $ 19,000 | $ 347,000 |
Subsequent Events (Additional I
Subsequent Events (Additional Information) (Details) - USD ($) | 1 Months Ended | 6 Months Ended | |
Aug. 31, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | |
Credit Facility | Alterna Capital Solutions, LLC | Credit Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Credit facility interest rate description | The Credit Facility bears interest at the greater of Prime rate plus 1% or 9.5%, and minimum annual interest of $250 if no funds are drawn under the Credit Facility in a given year. | ||
Line of credit facility collateral | domestic receivables and other assets | ||
Subsequent Event [Member] | Credit Facility | Alterna Capital Solutions, LLC | Credit Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Maximum borrowing capacity | $ 30,000,000 | ||
Debet instrument one time fee amount | $ 450,000 | ||
Interest rate | 9.50% | ||
Credit agreement term | 3 years | ||
Minimum annual interest amount on line of credit | $ 250,000 | ||
Subsequent Event [Member] | Credit Facility | Alterna Capital Solutions, LLC | Credit Agreement [Member] | Prime Rate | |||
Subsequent Event [Line Items] | |||
Interest rate | 1% | ||
Subsequent Event [Member] | March 2022 Acquisition [Member] | Securities Purchase Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Acquisition earnout amount | $ 3,500,000 |