Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 13, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
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 | 38,078,941 | |
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 $0.001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
ASSETS | ||
Cash and cash equivalents | $ 46,024 | $ 79,439 |
Accounts receivable, net | 53,927 | 69,266 |
Expenditures billable to clients | 28,949 | 19,608 |
Prepaid expenses and other current assets | 13,010 | 14,457 |
Total current assets | 141,910 | 182,770 |
Property, equipment and improvements, net | 9,788 | 8,656 |
Intangible assets, net | 71,447 | 83,423 |
Goodwill | 79,828 | 80,247 |
Long-term restricted cash | 933 | 867 |
Other assets | 17,896 | 19,851 |
Total assets | 321,802 | 375,814 |
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | ||
Accounts payable | 33,366 | 32,756 |
Accrued media payments | 69,300 | 93,896 |
Client advances | 33,341 | 15,452 |
Deferred revenue | 13,466 | 12,813 |
Term Loan, current portion | 7,750 | 5,813 |
Accrued purchase consideration, current | 919 | 1,000 |
Other accrued liabilities | 23,516 | 27,095 |
Total current liabilities | 181,658 | 188,825 |
Convertible Notes, non-current | 89,846 | 89,572 |
Term Loan, non-current | 43,890 | 45,012 |
Accrued purchase consideration, non-current | 600 | 633 |
Other non-current liabilities | 11,502 | 13,625 |
Total liabilities | 327,496 | 337,667 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 37,964,361 and 37,186,348 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively | 39 | 38 |
Additional paid-in capital | 471,603 | 468,015 |
Accumulated deficit | (477,325) | (429,896) |
Accumulated other comprehensive income (loss) | (11) | (10) |
Total stockholders' equity (deficit) | (5,694) | 38,147 |
Total liabilities and stockholders' equity (deficit) | $ 321,802 | $ 375,814 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 37,964,361 | 37,186,348 |
Common stock, shares outstanding | 37,964,361 | 37,186,348 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Revenue | $ 30,992 | $ 27,967 | $ 62,628 | $ 58,230 |
Operating expenses: | ||||
Cost of revenue | 6,580 | 7,765 | 13,626 | 14,574 |
Sales and marketing | 12,674 | 13,124 | 24,478 | 25,814 |
Research and development | 6,645 | 10,519 | 15,860 | 22,046 |
General and administrative | 16,765 | 19,025 | 36,185 | 36,422 |
Amortization | 5,990 | 5,714 | 11,981 | 11,143 |
Total operating expenses | 48,654 | 56,147 | 102,130 | 109,999 |
Loss from operations | (17,662) | (28,180) | (39,502) | (51,769) |
Other income (expense), net | (4,612) | 3,510 | (9,015) | 3,865 |
Loss before provision for income taxes | (22,274) | (24,670) | (48,517) | (47,904) |
(Benefit from) provision for income taxes | (43) | (1,374) | (1,088) | (1,645) |
Net loss | $ (22,231) | $ (23,296) | $ (47,429) | $ (46,259) |
Net loss per share: | ||||
Net loss per share, basic | $ (0.59) | $ (0.63) | $ (1.26) | $ (1.26) |
Net loss per share, diluted | $ (0.59) | $ (0.63) | $ (1.26) | $ (1.26) |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding, basic | 37,814,019 | 36,848,602 | 37,583,623 | 36,718,994 |
Weighted average shares outstanding, diluted | 37,814,019 | 36,848,602 | 37,583,623 | 36,718,994 |
Comprehensive loss: | ||||
Net loss | $ (22,231) | $ (23,296) | $ (47,429) | $ (46,259) |
Foreign currency translation gain (loss), net of income taxes | (220) | (997) | (1) | (1,763) |
Total comprehensive loss | $ (22,451) | $ (24,293) | $ (47,430) | $ (48,022) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
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 | 643 | $ 1 | 642 | ||
Common stock issued under employee stock plans, 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 gain (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 Dec. 31, 2022 | 79,851 | $ 36 | 451,162 | (371,271) | (76) |
Beginning balance, shares at Dec. 31, 2022 | 36,321,222 | ||||
Net loss | (58,625) | ||||
Ending balance at Dec. 31, 2023 | 38,147 | $ 38 | 468,015 | (429,896) | (10) |
Ending balance, shares at Dec. 31, 2023 | 37,186,348 | ||||
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, 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 gain (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 | ||||
Beginning balance at Dec. 31, 2023 | 38,147 | $ 38 | 468,015 | (429,896) | (10) |
Beginning balance, shares at Dec. 31, 2023 | 37,186,348 | ||||
Common stock issued under employee stock plans | 235 | $ 1 | 234 | ||
Common stock issued under employee stock plans, shares | 614,928 | ||||
Common stock withheld for employee taxes and other | (605) | (605) | |||
Common stock withheld for employee taxes and other, shares | (135,025) | ||||
Common stock issued in connection with warrant exercises, shares | 298,110 | ||||
Stock-based compensation expense | 3,959 | 3,959 | |||
Net loss | (47,429) | (47,429) | |||
Other comprehensive gain (loss) | (1) | (1) | |||
Ending balance at Jun. 30, 2024 | (5,694) | $ 39 | 471,603 | (477,325) | (11) |
Ending balance, shares at Jun. 30, 2024 | 37,964,361 | ||||
Beginning balance at Mar. 31, 2024 | 14,865 | $ 38 | 469,712 | (455,094) | 209 |
Beginning balance, shares at Mar. 31, 2024 | 37,629,461 | ||||
Common stock issued under employee stock plans | 17 | $ 1 | 16 | ||
Common stock issued under employee stock plans, shares | 317,468 | ||||
Common stock withheld for employee taxes and other | (358) | (358) | |||
Common stock withheld for employee taxes and other, shares | (73,721) | ||||
Common stock issued in connection with warrant exercises, shares | 91,153 | ||||
Stock-based compensation expense | 2,233 | 2,233 | |||
Net loss | (22,231) | (22,231) | |||
Other comprehensive gain (loss) | (220) | (220) | |||
Ending balance at Jun. 30, 2024 | $ (5,694) | $ 39 | $ 471,603 | $ (477,325) | $ (11) |
Ending balance, shares at Jun. 30, 2024 | 37,964,361 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash flows from operating activities: | |||
Net loss | $ (47,429) | $ (46,259) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 14,460 | 12,296 | |
Provision for credit losses | 548 | (15) | |
Stock-based compensation expense | 3,747 | 6,614 | |
Gain on sale of energy group | (2,572) | ||
Change in fair value of contingent consideration | 651 | ||
Change in deferred taxes | (2,464) | (1,828) | |
Amortization of debt issuance costs and debt discounts | 3,027 | 432 | |
Amortization of right-of-use assets | 237 | 649 | |
Imputed non-cash interest income | (194) | (65) | |
Changes in assets and liabilities: | |||
Accounts receivable | 14,792 | 16,308 | |
Expenditures billable to clients | (9,341) | 70 | |
Prepaid expenses and other assets | 1,641 | (3,501) | |
Other assets | 187 | (1,613) | |
Accounts payable | 609 | (7,286) | |
Deferred revenue | 653 | 8 | |
Accrued media payments | (24,596) | (34,592) | |
Client advances | 17,889 | (2,264) | |
Other accrued liabilities | (1,898) | 6,652 | |
Other liabilities | 341 | (2,218) | |
Net cash used in operating activities | (27,791) | (58,533) | $ (76,421) |
Cash flows from investing activities: | |||
Proceeds from divestiture | 1,800 | 504 | |
Capital expenditures | (3,399) | (2,697) | |
Acquisitions, net of cash acquired | (50,195) | ||
Settlement of deferred consideration for acquisitions | (2,690) | ||
Net cash used in investing activities | (1,599) | (55,078) | |
Cash flows from financing activities: | |||
Payment of debt principal | (1,938) | ||
Payment of purchase consideration | (7,772) | ||
Taxes paid related to net share settlement of equity awards | (456) | (1,003) | |
Proceeds from issuances of stock under employee stock plans, net | 235 | 643 | |
Settlement of deferred consideration for acquisitions | (1,800) | ||
Net cash used in financing activities | (3,959) | (8,132) | |
Net decrease in cash and cash equivalents and restricted cash | (33,349) | (121,743) | |
Cash and cash equivalents and restricted cash, beginning of period | 80,306 | 185,282 | 185,282 |
Cash and cash equivalents and restricted cash, end of period | 46,957 | 63,539 | $ 80,306 |
Non-cash investing and financing activities: | |||
Fair value of shares issued for acquisition of businesses and earn-out consideration | 756 | ||
Stock-based compensation capitalized for software development | $ 212 | 214 | |
Lease liabilities arising from right-of-use assets | 1,436 | ||
Shares received for sale of energy group | $ 2,021 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2024 | |
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 public sector industries. In addition, the Company operates a full-service advertising agency to provide differentiated Managed Services to its customers. 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. For further details on this acquisition, refer to Note 3. |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, filed with the SEC on April 1, 2024. Interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2024. 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 that 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, 2023 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, Capital Resources and Going Concern 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 over the next twelve months through August 2025. During the year ended December 31, 2023 and six months ended June 30, 2024, the Company used cash in operations of $ 76,421 and $27,791 , respectively, and incurred net losses of $ 58,625 and $47,429, respectively. As of June 30, 2024, the Company had an accumulated deficit of $ 477,325 and negative working capital of $39,748. Based on the Company’s liquidity position at June 30, 2024 and the Company’s current forecast of operating results and cash flows, absent any other action, management determined that there is substantial doubt about the Company’s ability to continue as a going concern over the twelve months following the filing of this Quarterly Report on Form 10-Q, principally driven by the Company’s current debt service obligations, historical negative cash flows and recurring losses. The Company will require additional liquidity to continue its operations over the next twelve months. In the near term, and to meet its obligations as they come due, the Company is evaluating strategies to obtain funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, debt and/or further restructuring of operations to grow revenues and decrease operating expenses, which include capturing past cost reductions and potential future cost synergies from the Company’s past acquisitions. In addition, management recently commenced a formal process to divest a material non-software asset (the “Asset”), which transaction management intends to close within the twelve months following the filing of this Quarterly Report on Form 10-Q. If consummated, the sale of the Asset is expected to generate substantial cash proceeds to be used to repay a portion of the Term Loan and fund future operations. There is no assurance that such transaction will close in the subsequent twelve-month period, or at all, and as a result, these cash flows have been excluded from management’s plans to remediate the doubt of going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company may not be able to access additional equity under acceptable terms, and may not be successful in future operational restructurings or at growing its revenue base. If the Company becomes unable to continue as a going concern, it may have to dispose of other or additional assets and might realize significantly less value than the values at which they are carried on its condensed consolidated financial statements. These actions may cause the Company’s stockholders to lose all or part of their investment in the Company’s common stock. The condensed consolidated financial statements do not include any adjustments that might result from the Company being unable to continue as a going concern. If the Company cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material. 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 goodwill and long-lived assets, the valuation of senior secured debt, the valuation of non-cash consideration received in barter transactions and the evaluation of its realizability, 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 a number of factors including the wars in Ukraine and Israel, the global inflationary environment and high interest rates. The war in Israel has also adversely impacted the Company’s business operations because the Company has an office and personnel based in Herzliya, Israel. 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 During and as of the three and six months ended June 30, 2024, in each case, no individual customer accounted for more than 10 % of the Company’s revenue and one individual customer accounted for 10 % or more of accounts receivable. During and as of the three and six months ended June 30, 2023, in each case, one individual customer accounted for 10 % or more of the Company’s revenue and one individual customer accounted for 10 % or more of the Company’s accounts receivable. No individual customer accounted for 10 % or more of the Company’s accounts receivable as of December 31, 2023 . Contract Balances Contract liabilities are recorded as deferred revenue when customer payments are received in advance of the Company meeting all the revenue recognition criteria. The Compan y recognized $ 12,398 of reve nue during the six months ended June 30, 2024 that was included in the deferred revenue balance as of December 31, 2023. Remaining Performance Obligations As of June 30, 2024, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining pe rformance obligations was $ 31,897 , approximately 53 % of which the C ompany expects to recognize as revenue over the next twelve months , and the remainder thereafter to be recognized over the next four years . 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 Veritone Hire 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 segment. Seasonality The Company experiences seasonal fluctuations in its revenue and operating performance as a result of the utilization of its platform and associated revenues from its Software Products & Services. In particular, Veritone Hire solutions revenues and advertising have historically been higher in the second half of each fiscal year, consistent with the hiring and spending cycles of the Company’s larger customers. The Company also experiences seasonality as a result of factors such as the timing of large projects, the length and complexity of sales cycles, trends impacting the Company’s target vertical markets and the Company’s revenue recognition policies and any changes to those policies. Within a given quarter, a higher proportion of the Company’s agreements are signed toward the end of such quarter. Although these seasonal factors are common in the technology industry, historical patterns should not be considered a reliable indicator of our future sales activity or performance. 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, 2023. 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, 2024 | |
Business Combinations [Abstract] | |
Business Combinations and Divestiture | NOTE 3. BUSINESS COMBINATIONS AND DIVESTITURE Broadbean Acquisition On June 13, 2023 , the Company acquired Broadbean (as defined below), 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 , (b) Broadbean Technology Limited, (c) Broadbean, Inc., and (d) CareerBuilder France S.A.R.L., and (ii) certain assets and liabilities related thereto (the foregoing clauses (i) and (ii) together, “Broadbean”). The acquisition is intended to strengthen Veritone’s AI-driven human resources product suite, building on the Company’s previous acquisition of PandoLogic. The total purchase consideration was $ 53,301 (the “Broadbean Acquisition Consideration”), which consisted of cash payments of $ 53,301 at closing. During the year ended December 31, 2023, the Company incurred $ 4,214 in acquisition-related expenses. The following table summarizes the fair value of the Broadbean Acquisition Consideration: Broadbean Acquisition Consideration Amount Cash consideration at closing $ 53,301 The 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: Allocation of Broadbean Acquisition Consideration** Amount Cash and cash equivalents $ 3,033 Accounts receivable, net 7,817 Prepaid expenses and other current assets 1,007 Property, equipment and improvements, net 343 Intangible assets 27,500 Other assets 3,486 Total assets acquired 43,186 Accounts payable 1,107 Deferred revenue 10,029 Other accrued liabilities 5,054 Other non-current liabilities 6,618 Total liabilities assumed 22,808 Identifiable net assets acquired 20,378 Goodwill 32,923 Total purchase consideration $ 53,301 **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 and to the assembled workforce. Tax deductible goodwill generated from the acquisition is $ 3,728 . As of June 30, 2024, the allocation of the purchase price has been finalized. 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 $ 3,741 was established primarily relating to non-goodwill intangible assets and recorded within other non-current liabilities on the Company’s condensed consolidated balance sheets. The amount of tax-deductible goodwill as of the purchase date is $ 3,728 . 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 months ended June 30, 2024 and 2023. 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, 2023 or the results that may occur in the future. The unaudited pro forma financial information is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Net revenue $ 30,992 $ 34,735 $ 62,628 $ 73,293 Loss before provision for income taxes ( 22,274 ) ( 26,801 ) ( 48,517 ) ( 48,824 ) Net loss ( 22,231 ) ( 22,314 ) ( 47,429 ) ( 44,102 ) 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 $ 2,021 as of June 30, 2023, as well as $ 549 to be paid in cash. The Energy Divestiture resulted in a pre-tax gain of $ 2,572 in the second quarter of 2023. The Energy Divestiture did not meet the criteria of discontinued operations because the disposal does not have a major effect on the Company’s operations and financial results. In April 2024, the Company sold its interest in GridBeyond for $ 1,800 in cash, resulting in a loss on sale of $ 172 and a foreign exchange loss of $ 49 , recorded in other income (expense), net. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. DEBT Senior Secured Term Loan On December 13, 2023 (the “Closing Date”), the Company and certain of its subsidiaries, as guarantors, entered into a Credit and Guaranty Agreement (the “Credit Agreement”) with certain funds managed by Highbridge Capital Management, LLC and with certain other lenders (collectively, the “Lenders”) and Wilmington Savings Fund Society, FSB, as administrative agent and collateral agent. The Credit Agreement provides for a $ 77,500 senior secured term loan (the “Term Loan”), which was fully drawn by the Company on the Closing Date. On the Closing Date, the Company used $ 37,500 of the Term Loan proceeds to repurchase $ 50,000 principal amount of its Convertible Notes (as defined below). As a result of the collective transactions at the Closing Date, the Company recorded the Term Loan at fair value and recognized a one-time gain of $ 30,000 on the extinguishment of convertible debt. The initial discount on the Term Loan of $ 23,807 along with the capitalized issuance costs of $ 3,120 each will be amortized to interest expense over the term of the loan using the effective interest method. During the three and six months ended June 30, 2024, $ 1,420 and $ 2,752 , respectively, was recognized as the amortization of initial discounts and issuance costs. The Company is the borrower under the Credit Agreement and all indebtedness outstanding under the Credit Agreement is guaranteed by each of the Company’s direct and indirect material subsidiaries (the Company and the guarantors, collectively, the “Credit Parties”). Pursuant to a Pledge and Security Agreement, dated December 13, 2023 (the “Pledge and Security Agreement”), the Term Loan is secured by a first-priority security interest in and lien on substantially all tangible and intangible property of the Credit Parties and a pledge of equity interests held by the Credit Parties. The Credit Agreement has certain customary default provisions, representations and warranties and affirmative and negative covenants, including a covenant to maintain unrestricted cash and cash equivalents of at least $ 15,000 at all times. The Company was in compliance with the financial covenants at June 30, 2024. The Term Loan accrues interest at a rate of Term SOFR plus 8.50 % per annum, with a 3.00 % floor for Term SOFR, payable quarterly. A default interest rate of an additional 3.00 % per annum applies on all outstanding obligations after the occurrence and during the continuance of an event of default. The Credit Agreement has a term of four years from the Closing Date, with a scheduled maturity date of December 13, 2027, and requires quarterly amortization payments of 2.50 % of the principal amount, commencing in June 2024 , with the outstanding balance of the Term Loan payable on the scheduled maturity date. The Credit Agreement requires mandatory prepayments from the net cash proceeds received by the Credit Parties for among other things (i) certain asset sales, but only to the extent net cash proceeds therefrom exceed $ 10,000 in the aggregate, and (ii) insurance recoveries on loss of property that are not otherwise reinvested in other assets of the Credit Parties at a 10 % prepayment premium. The Credit Agreement also requires prepayment of the Term Loan in f ull if $ 30,000 or more of aggregate principal amount of the Convertible Notes are outstanding on August 14, 2026. The Co mpany may elect to prepay the Term Loan, in whole or in part, in cash, subject to a make-whole premium during the first year of the Term Loan, a 14.0 % prepayment premium during the second year of the Term Loan, and a 7.0 % premium during the third year of the Term Loan. The Term Loan is not repayable with the Company’s common stock, $ 0.001 per share (the “Common Stock”) as was initially set forth in the Commitment Letter. On the Closing Date, the Company issued warrants (the “Warrants”) to the Lenders (in such capacity, the “Warrant Holders”) to purchase up to 3,008,540 shares of the Company’s Common Stock at an exercise price of $ 2.576 per share with a termination date of December 12, 2028 . Refer to Note 6 for further details about the Warrants. For the three and six months ended June 30, 2024, interest expense related to the Term Loan, including amortization of initial discounts and issuance costs, was $ 4,136 and $ 8,193 , respectively. The effective annual interest rate was approximately 31.3 % . The scheduled principal payments on the Term Loan as of June 30, 2024 are as follows: Remainder of 2024 $ 3,875 2025 7,750 2026 7,750 2027 56,188 Total 75,563 Convertible Notes In November 2021, the Company issued, at par value, $ 201,250 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 $ 26,250 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 $ 60,000 aggregate principal amount of the Convertible Notes at approximately 65 % of par (the “2022 Repurchase Transaction”). In December 2023, the Company repurchased $ 50,000 aggregate principal amount of the Convertible Notes at approximately 75 % of par (the “2023 Repurchase Transaction”). The Company has $ 91,250 in aggregate principal amount of the Convertible Notes outstanding as of June 30, 2024. 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 $ 194,945 , after deducting debt issuance costs. The total debt issuance costs incurred and recorded by the Company amounted to $ 6,304 , 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, 2024 , interest expense related to the Convertible Notes, including amortization of issuance costs, was $ 542 and $ 1,084 , respectively. For the three and six months ended June 30, 2023, interest expense related to the Convertible Notes, including amortization of issuance costs, was $ 834 and $ 1,667 , respectively. The effective annual interest rate for the three and six months ended June 30, 2024 and 2023 was approximately 2.42 %. As of June 30, 2024 , the if-converted value of the Convertible Notes did no t exceed the outstanding principal amount. As of June 30, 2024 , the total estimated fair value of the Convertible Notes was $ 33,073 , 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 2022 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 $ 18,616 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 met 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 2022 Repurchase Transaction, the Company entered into transactions to unwind a portion of the capped calls. As a result, the Company received $ 276 in net proceeds from the proceeds of the unwinding of the capped calls. In connection with the 2023 Repurchase Transaction, the Company entered into transactions to unwind a portion of the capped calls. The Company did no t receive any proceeds from the unwinding of the capped calls in 2023. Credit Facility In August 2023, the Company entered into a three year credit agreement with Alterna Capital Solutions, LLC (“ACS”) pursuant to which the Company might have borrowed up to $ 30,000 (the “ACS Credit Facility”). Loans under the Credit Facility were secured by certain domestic receivables and other assets as determined by ACS. The ACS Credit Facility bore interest at the greater of Prime rate plus 1.0 % or 9.5 %, and minimum annual interest of $ 250 if no funds are drawn under the ACS Credit Facility in a given year. ACS was a senior secured creditor. On December 12, 2023, in connection with the Company’s entry into the Credit Agreement (as defined above), the ACS Credit Facility and the related Commercial Guarantee, dated August 8, 2023, were terminated. Immediately prior to its termination, no amounts were outstanding under the ACS Credit Facility. The Company did no t incur any early termination penalties in connection with the termination of the ACS Credit Facility and related agreements. |
Net Loss Per Share
Net Loss Per Share | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 Numerator Net loss $ ( 22,231 ) $ ( 23,296 ) $ ( 47,429 ) $ ( 46,259 ) Denominator Weighted-average common shares outstanding 37,814,019 36,848,602 37,583,623 36,718,994 Less: Weighted-average shares subject to repurchase — — — — Denominator for basic and diluted net loss per share attributable to common stockholders 37,814,019 36,848,602 37,583,623 36,718,994 Basic and diluted net loss per share $ ( 0.59 ) $ ( 0.63 ) $ ( 1.26 ) $ ( 1.26 ) 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 2024 2023 2024 2023 Common stock options, restricted stock units and performance stock units 10,711,822 10,949,114 10,781,071 10,850,896 Warrants to purchase common stock 2,669,479 496,612 2,904,290 496,612 Common stock issuable in connection with convertible senior notes 2,482,621 3,842,961 2,482,621 3,842,961 15,863,922 15,288,687 16,167,982 15,190,469 |
Financial Instruments
Financial Instruments | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 46,024 $ — $ 46,024 $ 46,024 Total $ 46,024 $ — $ 46,024 $ 46,024 As of December 31, 2023, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 79,439 $ — $ 79,439 $ 79,439 Total $ 79,439 $ — $ 79,439 $ 79,439 Purchase 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 contingent consideration tied to financial performance of PandoLogic in fiscal 2021 and 2022, which amounts were payable in a combination of cash and common stock (the “PandoLogic Contingent Consideration”). At December 31, 2023, all Pandologic Contingent Consideration had been paid. All of the Company’s contingent consideration liabilities are categorized as Level 3 within the fair value hierarchy, except when the amount of the payout is determined to be fixed. 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 (as defined below) was valued at the time of acquisition 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’s former owners entered into an amendment to the PandoLogic Merger Agreement. This amendment provides that the PandoLogic Contingent Consideration would be no less than $ 10,825 , irrespective of the actual financial performance of PandoLogic for the PandoLogic Contingent Consideration period. All of the PandoLogic Contingent Consideration was paid during the year ended December 31, 2023 in a combination of cash consideration and stock consideration, with the number of shares paid equal to that stock consideration portion of the contingent consideration amount divided by a price per share of $ 20.53 in accordance with the terms of the PandoLogic Merger Agreement. On March 1, 2022 , the Company acquired 100 % of an influencer-based management company (the “March 2022 Acquisition”). As part of the consideration, the seller was eligible to receive up to $ 4,500 in cash (the “March 2022 Acquisition Consideration”). In July 2023, the Company entered into an agreement amending the March 2022 Acquisition Consideration (the “March 2022 Acquisition Amendment”). The March 2022 Acquisition Amendment provides that the March 2022 Acquisition Consideration was reduced to $ 3,500 and payment of the March 2022 Acquisition Consideration amount is now tied to employment status of the seller through December 31, 2025, irrespective of the actual financial performance of the acquired company, the remainder of which is to be paid ratably over the service period. As the amount became fixed under the March 2022 Acquisition Amendment, the Company determined that the March 2022 Acquisition Consideration amount should no longer be categorized as Level 3 within the fair value hierarchy at the time of the amendment. There are no contingent consideration liabilities outstanding as of June 30, 2024. As of December 31, 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 December 31, 2023 Level 3: Contingent consideration, current $ 8,067 $ 1,651 $ ( 8,718 ) $ 1,000 Contingent consideration, non-current — 633 — 633 Total $ 8,067 $ 2,284 $ ( 8,718 ) $ 1,633 Stock Warrants On the Closing Date of the Term Loan (as defined in Note 4 above), the Company issued warrants to the Lenders (in such capacity, the “Warrant Holders”) to purchase up to 3,008,540 shares of the Company’s Common Stock. During the three and six months ended June 30, 2024 , 150,200 and 499,857 of these warrants were net settled in exchange for 91,153 and 298,110 shares of Common Stock, respectively. As of June 30, 2024 , the Warrant Holders held warrants to purchase 2,508,683 shares of Common Stock. 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, on their issuance date of December 13, 2023, 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 a cost of $ 2,750 on the Company’s condensed consolidated balance sheets within other assets as of June 30, 2024 and December 31, 2023 and is categorized as Level 3 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 was carried at a cost equal to its initial estimated fair value of $ 2,021 on the Company’s condensed consolidated balance sheets within other assets as of December 31, 2023 , with that initial estimated fair value based on third party valuation at the time of the transaction and was categorized as Level 3 within the fair value hierarchy. In April 2024, the Company sold its investment in GridBeyond for $ 1,800 in cash , resulting in a loss on sale of $ 172 and a foreign exchange loss of $ 49 , recorded in other income (expense), net. Because these investments do not have readily determinable fair values, the Company has elected to measure these investments under ASC 321, Investments – Equity Securities , at cost minus impairments, if any, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments. No impairment was recorded for the three and six months ended June 30, 2024. 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, 2024 . |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
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 $ 79,828 as of June 30, 2024 and $ 80,247 as of December 31, 2023. Goodwill Balance at December 31, 2023 $ 80,247 Foreign currency translation/other ( 419 ) Balance at June 30, 2024 $ 79,828 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 1.3 44,100 ( 29,074 ) 15,026 44,100 ( 24,601 ) 19,499 Customer and supplier relationships 3.5 99,000 ( 43,616 ) 55,384 99,000 ( 36,323 ) 62,677 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 800 ) — Trademarks and trade names 2.5 2,300 ( 1,263 ) 1,037 2,300 ( 1,053 ) 1,247 Total 2.8 $ 150,282 $ ( 78,835 ) $ 71,447 $ 150,282 $ ( 66,859 ) $ 83,423 The following table presents future amortization of the Company’s finite-lived intangible assets as of June 30, 2024: 2024 (six months) $ 11,977 2025 21,427 2026 16,569 2027 13,541 2028 7,870 Thereafter 63 Total 71,447 Impairment Assessment The Company determined that an indicator of impairment was present driven by the Company’s assessment there is substantial doubt about the Company’s ability to continue as a going concern over the twelve months following the 10Q filing date, and as a result, the Company performed a quantitative goodwill impairment assessment as of June 30, 2024 using a market approach, which estimates fair value based on the Company’s market capitalization and an estimate of a reasonable range of values of a control premium. The Company determined that goodwill was not impaired, as the estimated fair value of the Company’s reporting unit exceeded its carrying value. Additionally, as of June 30, 2024, the Company performed a quantitative analysis of the recoverability of each of the Company’s asset groups. The result of the analyses was that the assets were not impaired, as the expected cash flows exceeded the carrying value for each asset group. |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 and December 31, 2023, the Company had cash and cash equivalents of $ 46,024 and $ 79,439 , respectively, including $ 39,311 and $ 44,481 , 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) $ 30,306 $ 38,477 Accounts receivable — Software Products & Services (2) 13,162 26,246 Accounts receivable — Other 11,419 5,723 54,887 70,446 Less: allowance for expected credit losses ( 960 ) ( 1,180 ) Accounts receivable, net $ 53,927 $ 69,266 (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 Veritone Hire solutions customers. Allowance for Credit Losses Accounting The Company maintains an allowance for expected credit losses 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. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: As of June 30, December 31, Prepaid assets $ 4,543 $ 5,538 Other receivables 566 1,805 Trade credits earned through barter transactions, current 7,042 6,427 Other current assets 859 687 Prepaid expenses and other current assets $ 13,010 $ 14,457 Other Assets Other assets consisted of the following: As of June 30, December 31, Trade credits earned through barter transactions, non-current $ 10,525 $ 10,682 Investments 2,990 4,771 Other non-current assets 4,381 4,398 Other assets $ 17,896 $ 19,851 Property, Equipment and Improvements, Net Property, equipment and improvements, net consisted of the following: As of June 30, December 31, Property and equipment $ 6,956 $ 6,796 Internal use software development costs placed in service 10,507 8,226 Leasehold improvements 1,629 1,639 19,092 16,661 Less: accumulated depreciation ( 9,304 ) ( 8,005 ) Property, equipment and improvements, net $ 9,788 $ 8,656 Depreciation expense was $ 968 and $ 2,479 for the three and six months ended June 30, 2024 , respectively. Depreciation expense was $ 675 and $ 1,153 for the three and six months ended June 30, 2023, respectively. Of the $ 6,956 in property and equipment as of June 30, 2024 , $ 2,195 consisted of work in progress not yet placed in service for internal use software development costs. Depreciation of internal use software development costs was $ 802 and $ 1,497 for the three and six months ended June 30, 2024 , respectively. Depreciation of internal use software development costs was $ 342 and $ 624 for the three and six months ended June 30, 2023, respectively. Accounts Payable Accounts payable consisted of the following: As of June 30, December 31, Accounts payable — Managed Services (1) $ 17,778 $ 11,797 Accounts payable — Other 15,588 20,959 Accounts payable $ 33,366 $ 32,756 (1) Accounts payable – Managed Services reflects the amounts due to media vendors for advertisements placed on behalf of the Company’s advertising clients. Other Accrued Liabilities Other accrued liabilities consisted of the following: As of June 30, December 31, Accrued compensation $ 4,041 $ 4,615 Taxes payable 5,720 5,425 Current portion of operating lease liabilities 1,716 2,348 Accrued trade payables 11,676 13,749 Other 363 958 Other accrued liabilities $ 23,516 $ 27,095 Contract Liabilities Contract liabilities consist of deferred revenue. Deferred revenue represents billings under non-cancelable contracts before the related product or service is transferred to the customer. The portion of deferred revenue that is anticipated to be recognized as revenue during the succeeding twelve-month period is recorded as deferred revenue within the Company's condensed consolidated balance sheets. Deferred revenue was comprised of the following: Three Months Ended Six Months Ended 2024 2024 Deferred revenue beginning balance $ 13,415 $ 12,813 Less: revenue recognized 6,656 12,398 Additions to deferred revenue 6,707 13,051 Ending balance of deferred revenue $ 13,466 $ 13,466 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 2024 2023 2024 2023 Commercial Enterprise $ 29,870 $ 26,366 $ 59,988 $ 55,234 Public Sector 1,122 1,601 2,640 2,996 Total revenue $ 30,992 $ 27,967 $ 62,628 $ 58,230 The Company serves two customer groups: (1) Commercial Enterprise, which consists of customers in the commercial sector, including media and entertainment customers, advertising customers, content licensing customers and Veritone Hire customers (inclusive of Broadbean customers); and (2) Public Sector, which consists of customers in the government and regulated industries sectors, including state, local and federal government, legal, and compliance customers, and which we previously referred to as Government & Regulated Industries. Software Products & Services consists of revenues generated from the Company’s aiWARE platform and Veritone Hire solutions’ talent acquisition solutions (inclusive of Broadbean), 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 June 30, 2024 2023 Commercial Public Commercial Public Enterprise Sector Total Enterprise Sector Total Total Software Products & Services $ 14,510 $ 1,122 $ 15,632 $ 12,492 $ 1,601 $ 14,093 Managed Services Advertising 10,475 — 10,475 8,417 — 8,417 Licensing 4,885 — 4,885 5,457 — 5,457 Total Managed Services 15,360 — 15,360 13,874 — 13,874 Total Revenue $ 29,870 $ 1,122 $ 30,992 $ 26,366 $ 1,601 $ 27,967 Six Months Ended June 30, 2024 2023 Commercial Public Commercial Public Enterprise Sector Total Enterprise Sector Total Total Software Products & Services $ 28,212 $ 2,640 $ 30,852 $ 25,224 $ 2,996 $ 28,220 Managed Services Advertising 21,450 — 21,450 18,952 — 18,952 Licensing 10,326 — 10,326 11,058 — 11,058 Total Managed Services 31,776 — 31,776 30,010 — 30,010 Total Revenue $ 59,988 $ 2,640 $ 62,628 $ 55,234 $ 2,996 $ 58,230 During the three and six months ended June 30, 2023, substantially all of our revenue was derived from customers located in the United States. With the June 2023 acquisition of Broadbean, we expanded our customer base throughout Europe and Asia Pacific. During the three and six months ended June 30, 2024 , 33.4 % and 33.1 %, respectively, of the Company’s consolidated revenue was from customers outside of the U.S., principally from customers located throughout Western Europe, as compared to less than 10 % during the three and six months ended June 30, 2023. Other Income (Expense), Net Other income (expense), net for the periods presented was comprised of the following: Three Months Ended Six Months Ended 2024 2023 2024 2023 Interest expense, net $ ( 4,497 ) $ ( 720 ) $ ( 8,487 ) $ ( 1,525 ) Gain (loss) on sale ( 172 ) 2,572 ( 172 ) 2,572 Other 57 1,658 ( 356 ) 2,818 Other income (expense), net $ ( 4,612 ) $ 3,510 $ ( 9,015 ) $ 3,865 Other in the table above consists of foreign exchange gains of $ 49 and $ 1,659 for the three months ended June 30, 2024 and 2023, respectively, and foreign exchange loss of $ 363 and gain of $ 2,820 for the six months ended June 30, 2024 and 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, 2024 was 0.2 % and 2.3 %, 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 domestic 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, 2023 was 5.6 % and 3.4 %, respectively. The change in the effective tax rates for the three and six months ended June 30, 2024 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, 2024 and December 31, 2023, t he Company had net deferred tax liabilities of $ 7,040 and $ 9,504 , respectively, which is included in other non-current liabilities in the condensed consolidated balance sheets. As of June 30, 2024, 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 change, the Company would record the related adjustment to income during the period in which the determination is made. 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. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Leases Commitments And Contingencies [Abstract] | |
Leases, Commitments and Contingencies | NOTE 9. LEASES, COMMITMENTS AND CONTINGENCIES Leases Lease Costs As of June 30, 2024, on its condensed consolidated balance she et the Company had right-of-use assets of $ 1,639 recorded within other assets , the current portion of operating lease liabilities of $ 1,716 recorded within other accrued liabilities , and the non-current portion of operating lease liabilities of $ 453 recorded within other non-current liabilities . As of December 31, 2023 , on its condensed consolidated balance sheet the Company had right-of-use assets of $ 1,669 recorded within other assets , the current portion of operating lease liabilities of $ 2,348 recorded within other accrued liabilities , and the non-current portion of operating lease liabilities of $ 308 recorded within other non-current liabilities . The Company made cash payments for its operating leases of $ 771 and $ 1,453 for the three and six months ended June 30, 2024 , respectively, and $ 644 and $ 1,281 for the three and six months ended June 30, 2023, respectively, 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 1.2 years and weighted average discount rate of 8.2 %. The total rent expense for all operating leases was $ 647 and $ 1,285 for the three and six months ended June 30, 2024 , respectively, and $ 546 and $ 1,092 for the three and six months ended June 30, 2023, 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, 2024 , respectively, and $ 277 and 554 for the three and six months ended June 30, 2023, 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, 2024 are as follows: Years ended December 31, 2024 (six months) $ 1,460 2025 748 2026 206 Total future minimum lease payments, including short-term leases 2,414 Less: future minimum lease payments for short-term leases ( 15 ) Less: imputed interest ( 230 ) Present value of future minimum lease payments, excluding short-term leases $ 2,169 Less: current portion of operating lease liabilities ( 1,716 ) Non-current portion of operating lease liabilities 453 Years ended December 31, Sublease Income 2024 (six months) 620 Total sublease income $ 620 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 March 2022 Acquisition and an additional $ 1,500 within ten days of the second anniversary of the closing date of the March 2022 Acquisition. The first payment of $ 1,500 was made during the first quarter of 2023 and the second payment of $ 1,500 was made during the first quarter of 2024. On June 10, 2022 , the Company acquired VocaliD, Inc. (“VocaliD”), a U.S.-based company that pioneered the creation of personalized synthetic voices. In connection with its acquisition of VocaliD, 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 second quarter of 2023 and the second payment of $ 1,000 was made during the fourth quarter of 2023. 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. In connection with its acquisition of VSL in August 2022, the Company committed to make a purchase consideration payment of $ 300 on the 18-month anniversary of the closing date of the acquisition, which the Company paid during the first quarter of 2024. Payment of deferred consideration for the six months ended June 30, 2024 and 2023 are reflected on the Company’s statements of cash flows. 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, 2024 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock Issuances During the six months ended June 30, 2024 and 2023 , the Company issued an aggregate of 479,903 and 593,763 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, 2024 and 2023 , the Company issued a total of 298,110 and 0 shares of its common stock, respectively, in connection with warrant exercises (see Note 6). During the six months ended June 30, 2023, the Company issued a total of 135,800 shares of its common stock in connection with the contingent consideration arrangement related to the acquisition of PandoLogic. |
Stock Plans
Stock Plans | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Plans | NOTE 11. STOCK PLANS Stock-Based Compensation During the six months ended June 30, 2024 and 2023, the Company granted options to purc hase an aggregate of 0 and 233,466 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, 2024 and 2023 are set forth in the table below: Six Months Ended 2024 2023 Expected term (in years) N/A 6.0 - 6.8 Expected volatility N/A 91 % - 100 % Risk-free interest rate N/A 3.6 % - 3.9 % The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the six months ended June 30, 2024 and 2023 are set forth in the table below: Six Months Ended 2024 2023 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 105 % - 115 % 71 % - 101 % Risk-free interest rate 4.7 % - 5.2 % 0.1 % - 4.8 % 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 2024 2023 2024 2023 Stock-based compensation expense by type of award: Restricted stock units $ 1,744 $ 1,224 $ 2,574 $ 3,392 Performance-based stock units ( 352 ) 142 ( 352 ) 470 Stock options 506 1,081 1,128 2,052 Employee stock purchase plan 241 250 397 700 Total stock-based compensation expense $ 2,139 $ 2,697 $ 3,747 $ 6,614 Stock-based compensation expense by operating expense grouping: Cost of revenue $ — $ 17 $ ( 1 ) $ 37 Sales and marketing 306 529 482 705 Research and development 96 1,127 628 2,669 General and administrative 1,737 1,024 2,638 3,203 Total stock-based compensation expense $ 2,139 $ 2,697 $ 3,747 $ 6,614 Stock-based compensation capitalized for internal-use so ftware was $ 94 and $ 80 for the three months ended June 30, 2024 and 2023, respectively. Stock-based compensation capitalized for internal-use so ftware was $ 212 and $ 214 for the six months ended June 30, 2024 and 2023, respectively. Equity Award Activity Under Stock Plans Performance Stock Units In connection with the Steel Holdings Consulting Agreement (as defined and further described in Note 12), 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 were to vest upon the achievement of certain performance milestones. During the year ended December 31, 2023, certain performance milestones were achieved resulting in the vesting of 19,743 shares of the Steel Holdings Consulting PSUs on April 22, 2023 and 39,486 shares on November 15, 2023. In January 2024, the Company entered into an amended and restated independent contractor services agreement with Steel Holdings, LLC (the “Amended Consulting Agreement”), which supersedes and replaces the Steel Holdings Consulting Agreement. Under the Amended Consulting Agreement, all equity grants that were made, other than vested Steel Holdings PSUs but including unvested Steel Holdings PSUs, or contemplated under the Steel Holdings Consulting Agreement were terminated as of the effective date of the Amended Consulting Agreement and no further performance stock units will be issued under the Amended Consulting Agreement. 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 “2023 Senior Executive PSUs”). The awards had a grant date of March 31, 2023 and were to 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 stockholder 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 were to earn from 0 % to 200 % of the target number of shares of the 2023 Senior Executive PSUs. The 2023 Senior Executive PSUs, to the extent earned, were to vest on the date the Board certifies the TSR Modifier for the three-year performance period ending December 31, 2025 and the number of 2023 Senior Executive PSUs that were to vest as of such certification, all of which was to occur within 90 days of the end of the performance period ending December 31, 2025 . Compensation costs recognized on the 2023 Senior Executive PSUs were to be adjusted, as applicable, for performance above or below the target specified in the award. On April 8, 2024, the Compensation Committee determined that, as of December 31, 2023, the revenue and non-GAAP net income targets were not achieved and the 2023 Senior Executive PSUs were forfeited. On April 8, 2024, the Compensation Committee approved grants of 200,000 and 48,000 target performance stock units to be granted to the Company’s named executive officers, Ryan Steelberg and Michael Zemetra, respectively (the “2024 Senior Executive PSUs”). The awards had a grant date of April 8, 2024 and vest based on the achievement of revenue and non-GAAP net income targets (each equally weighted) for 2024, which achievement shall then be modified (up to a 20 % increase or decrease) based on the Company’s relative total stockholder 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 2024 Senior Executive PSUs. The 2024 Senior Executive PSUs, to the extent earned, vest on the date the Board certifies the TSR Modifier for the three-year performance period ending December 31, 2026 and the number of 2024 Senior Executive PSUs that vest as of such certification, all of which shall occur within 90 days of the end of the performance period ending December 31, 2026 . Compensation costs recognized on the 2024 Senior Executive PSUs shall be 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, 2024 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2023 229,633 $ 5.86 Granted 248,000 $ 6.97 Forfeited ( 229,633 ) $ 5.86 Unvested at June 30, 2024 248,000 $ 6.97 Restricted Stock Units The Company’s restricted stock unit activity for the six months ended June 30, 2024 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2023 1,949,514 $ 5.40 Granted 647,365 $ 5.82 Forfeited ( 318,983 ) $ 6.58 Vested ( 464,553 ) $ 6.37 Unvested at June 30, 2024 1,813,343 $ 5.05 As of June 30, 2024, total unrecognized compens ation cost related to restricted stock units was $ 6,963 , which is expected to be recognized over a weighted average period of 2.0 years. Performance-Based Stock Options The activity during the six months ended June 30, 2024 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 Unvested at December 31, 2023 3,671,310 $ 11.29 Expired ( 40,479 ) $ 5.72 Outstanding at June 30, 2024 3,630,831 $ 11.35 6.0 years $ — Exercisable at June 30, 2024 3,630,831 $ 11.35 6.0 years $ — The aggregate intrinsic value of the options exercised during the six months ended June 30, 2024 and 2023 was $ 0 and $ 5 , respectively. No performance-based stock options were granted during the six months ended June 30, 2024 and 2023 and no performance-based stock options vested during the six months ended June 30, 2024 and 2023. Stock Options The activity during the six months ended June 30, 2024 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2023 5,506,374 $ 13.81 Exercised ( 23,521 ) $ 2.81 Forfeited ( 208,250 ) $ 10.48 Expired ( 214,780 ) $ 13.42 Outstanding at June 30, 2024 5,059,823 $ 14.01 3.9 years $ 56 Exercisable at June 30, 2024 4,723,248 $ 14.08 3.6 years $ 56 No stock options were granted during the six months ended June 30, 2024. The weighted average grant date fair value of stock options granted during the six months ended June 30, 2023 wa s $ 4.19 per share. The aggregate intrinsic value of the stock options exercised during the six months ended June 30, 2024 and 2023 was $ 37 and $ 10 , respectively. The total grant date fair value of stock options vested during the six months ended June 30, 2024 and 2023 was $ 2,004 and $ 3,202 , respectively. At June 30, 2024 , total unrecognized compensation expense related to stock options was $ 3,028 and is expected to be recognized over a weighted average period of 1.9 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 As of June 30, 2024 and December 31, 2023 , employee payroll deductions accrued under the ESPP totaled $ 276 and $ 357 , respectively. During the six months ended June 30, 2024 , a total of 119,954 shares of common stock were purchased under the ESPP. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12. RELATED PARTY TRANSACTIONS On January 4, 2023, the Company entered into an independent contractor services agreement with Steel Holdings, LLC, effective as of January 1, 2023 the Steel Holdings Consulting Agreement. Steel Holdings, LLC is an entity affiliated with Chad Steelberg, currently a director serving on the Company’s Board, and formerly its Chairman of the Board and Chief Executive Officer. 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. In January 2024, the Company entered into the Amended Consulting Agreement, which supersedes and replaces the Steel Holdings Consulting Agreement. Pursuant to the Amended Consulting Agreement, Mr. Steelberg will provide technical advisory services related to the Company’s software, software architecture and technology strategy as requested by the Company’s Chief Executive Officer until December 31, 2025, the termination date of the Amended Consulting Agreement. In consideration for such services, the Company agreed to pay to Steel Holdings, LLC (i) $ 1,000 in cash on July 1, 2024 and (ii) $ 50 per month in cash for the period from January 2024 through December 2025. The Company will reimburse Steel Holdings, LLC for reasonable and documented expenses incurred in connection with providing the services in accordance with the Company’s standard travel and expense policies. All equity grants that were made, including the unvested Steel Holdings PSUs, or contemplated under the Steel Holdings Consulting Agreement were terminated as of the effective date of the Amended Consulting Agreement and no further performance stock units will be issued under the Amended Consulting Agreement, except that the vested Steel Holdings PSUs remained outstanding. The Amended Consulting Agreement may be terminated by either party with 90 days’ notice. If the Company terminates the Amended Consulting Agreement for any reason other than Steel Holdings, LLC’s material breach, then any remaining cash compensation payments under the Amended Consulting Agreement will become due and payable. In the event of a Change in Control (as defined in the 2017 Plan), the Amended Consulting Agreement will terminate as of the effective date of the Change in Control and any remaining cash compensation payments will become due and payable. The Company has determined that all future payments under the Amended Consulting Agreement are probable and estimable, and that substantially all benefits earned under the agreement relate to past services rendered. As such, the Company has accrued a liability for all future cash payments under the agreement on its condensed consolidated balance sheet as of June 30, 2024, and recognized a resulting acceleration charge of $ 1,484 to general and administrative expenses to its condensed consolidated income statement during the three and six months ended June 30, 2024, respectively. During the three months ended June 30, 2024, one of the Company’s subsidiaries rented a property owned by the Company’s Chief Executive Officer in connection with certain promotional event services on behalf of one of its customers. Total consideration paid was less than $ 100 . There were no other material related party transactions dur ing the six months ended June 30, 2024. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13. SUBSEQUENT EVENTS The Company has engaged bankers to launch a formal process to sell the Asset, a transaction which management intends to close within twelve months following the filing of this Quarterly Report on Form 10-Q. If consummated, this transaction is expected to generate substantial cash proceeds to be used to repay a portion of the Term Loan and fund future operations. There can be no assurance that any such transaction resulting from this process will close in the subsequent twelve-month period, or at all. |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023, filed with the SEC on April 1, 2024. Interim results for the three and six months ended June 30, 2024 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2024. 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 that 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, 2023 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, Capital Resources and Going Concern | Liquidity, Capital Resources and Going Concern 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 over the next twelve months through August 2025. During the year ended December 31, 2023 and six months ended June 30, 2024, the Company used cash in operations of $ 76,421 and $27,791 , respectively, and incurred net losses of $ 58,625 and $47,429, respectively. As of June 30, 2024, the Company had an accumulated deficit of $ 477,325 and negative working capital of $39,748. Based on the Company’s liquidity position at June 30, 2024 and the Company’s current forecast of operating results and cash flows, absent any other action, management determined that there is substantial doubt about the Company’s ability to continue as a going concern over the twelve months following the filing of this Quarterly Report on Form 10-Q, principally driven by the Company’s current debt service obligations, historical negative cash flows and recurring losses. The Company will require additional liquidity to continue its operations over the next twelve months. In the near term, and to meet its obligations as they come due, the Company is evaluating strategies to obtain funding for future operations. These strategies may include, but are not limited to, obtaining equity financing, debt and/or further restructuring of operations to grow revenues and decrease operating expenses, which include capturing past cost reductions and potential future cost synergies from the Company’s past acquisitions. In addition, management recently commenced a formal process to divest a material non-software asset (the “Asset”), which transaction management intends to close within the twelve months following the filing of this Quarterly Report on Form 10-Q. If consummated, the sale of the Asset is expected to generate substantial cash proceeds to be used to repay a portion of the Term Loan and fund future operations. There is no assurance that such transaction will close in the subsequent twelve-month period, or at all, and as a result, these cash flows have been excluded from management’s plans to remediate the doubt of going concern. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company may not be able to access additional equity under acceptable terms, and may not be successful in future operational restructurings or at growing its revenue base. If the Company becomes unable to continue as a going concern, it may have to dispose of other or additional assets and might realize significantly less value than the values at which they are carried on its condensed consolidated financial statements. These actions may cause the Company’s stockholders to lose all or part of their investment in the Company’s common stock. The condensed consolidated financial statements do not include any adjustments that might result from the Company being unable to continue as a going concern. If the Company cannot continue as a going concern, adjustments to the carrying values and classification of its assets and liabilities and the reported amounts of income and expenses could be required and could be material. |
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 goodwill and long-lived assets, the valuation of senior secured debt, the valuation of non-cash consideration received in barter transactions and the evaluation of its realizability, 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 a number of factors including the wars in Ukraine and Israel, the global inflationary environment and high interest rates. The war in Israel has also adversely impacted the Company’s business operations because the Company has an office and personnel based in Herzliya, Israel. 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 During and as of the three and six months ended June 30, 2024, in each case, no individual customer accounted for more than 10 % of the Company’s revenue and one individual customer accounted for 10 % or more of accounts receivable. During and as of the three and six months ended June 30, 2023, in each case, one individual customer accounted for 10 % or more of the Company’s revenue and one individual customer accounted for 10 % or more of the Company’s accounts receivable. No individual customer accounted for 10 % or more of the Company’s accounts receivable as of December 31, 2023 . |
Contract Balances | Contract Balances Contract liabilities are recorded as deferred revenue when customer payments are received in advance of the Company meeting all the revenue recognition criteria. The Compan y recognized $ 12,398 of reve nue during the six months ended June 30, 2024 that was included in the deferred revenue balance as of December 31, 2023. |
Remaining Performance Obligations | Remaining Performance Obligations As of June 30, 2024, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining pe rformance obligations was $ 31,897 , approximately 53 % of which the C ompany expects to recognize as revenue over the next twelve months , and the remainder thereafter to be recognized over the next four years . 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 Veritone Hire 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 segment. |
Seasonality | Seasonality The Company experiences seasonal fluctuations in its revenue and operating performance as a result of the utilization of its platform and associated revenues from its Software Products & Services. In particular, Veritone Hire solutions revenues and advertising have historically been higher in the second half of each fiscal year, consistent with the hiring and spending cycles of the Company’s larger customers. The Company also experiences seasonality as a result of factors such as the timing of large projects, the length and complexity of sales cycles, trends impacting the Company’s target vertical markets and the Company’s revenue recognition policies and any changes to those policies. Within a given quarter, a higher proportion of the Company’s agreements are signed toward the end of such quarter. Although these seasonal factors are common in the technology industry, historical patterns should not be considered a reliable indicator of our future sales activity or performance. |
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, 2023. |
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 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) - Broadbean Acquisition [Member] | 6 Months Ended |
Jun. 30, 2024 | |
Summary of Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the Broadbean Acquisition Consideration: Broadbean Acquisition Consideration Amount Cash consideration at closing $ 53,301 The 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: Allocation of Broadbean Acquisition Consideration** Amount Cash and cash equivalents $ 3,033 Accounts receivable, net 7,817 Prepaid expenses and other current assets 1,007 Property, equipment and improvements, net 343 Intangible assets 27,500 Other assets 3,486 Total assets acquired 43,186 Accounts payable 1,107 Deferred revenue 10,029 Other accrued liabilities 5,054 Other non-current liabilities 6,618 Total liabilities assumed 22,808 Identifiable net assets acquired 20,378 Goodwill 32,923 Total purchase consideration $ 53,301 **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 and to the assembled workforce. Tax deductible goodwill generated from the acquisition is $ 3,728 . |
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 is as follows: Three Months Ended Six Months Ended 2024 2023 2024 2023 Net revenue $ 30,992 $ 34,735 $ 62,628 $ 73,293 Loss before provision for income taxes ( 22,274 ) ( 26,801 ) ( 48,517 ) ( 48,824 ) Net loss ( 22,231 ) ( 22,314 ) ( 47,429 ) ( 44,102 ) |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Scheduled Principal Payments on Term Loan | The scheduled principal payments on the Term Loan as of June 30, 2024 are as follows: Remainder of 2024 $ 3,875 2025 7,750 2026 7,750 2027 56,188 Total 75,563 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 Numerator Net loss $ ( 22,231 ) $ ( 23,296 ) $ ( 47,429 ) $ ( 46,259 ) Denominator Weighted-average common shares outstanding 37,814,019 36,848,602 37,583,623 36,718,994 Less: Weighted-average shares subject to repurchase — — — — Denominator for basic and diluted net loss per share attributable to common stockholders 37,814,019 36,848,602 37,583,623 36,718,994 Basic and diluted net loss per share $ ( 0.59 ) $ ( 0.63 ) $ ( 1.26 ) $ ( 1.26 ) |
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 2024 2023 2024 2023 Common stock options, restricted stock units and performance stock units 10,711,822 10,949,114 10,781,071 10,850,896 Warrants to purchase common stock 2,669,479 496,612 2,904,290 496,612 Common stock issuable in connection with convertible senior notes 2,482,621 3,842,961 2,482,621 3,842,961 15,863,922 15,288,687 16,167,982 15,190,469 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 46,024 $ — $ 46,024 $ 46,024 Total $ 46,024 $ — $ 46,024 $ 46,024 As of December 31, 2023, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 79,439 $ — $ 79,439 $ 79,439 Total $ 79,439 $ — $ 79,439 $ 79,439 |
Schedule of Contingent Consideration Liabilities Current and Non-current Balances | As of December 31, 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 December 31, 2023 Level 3: Contingent consideration, current $ 8,067 $ 1,651 $ ( 8,718 ) $ 1,000 Contingent consideration, non-current — 633 — 633 Total $ 8,067 $ 2,284 $ ( 8,718 ) $ 1,633 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill was $ 79,828 as of June 30, 2024 and $ 80,247 as of December 31, 2023. Goodwill Balance at December 31, 2023 $ 80,247 Foreign currency translation/other ( 419 ) Balance at June 30, 2024 $ 79,828 |
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 1.3 44,100 ( 29,074 ) 15,026 44,100 ( 24,601 ) 19,499 Customer and supplier relationships 3.5 99,000 ( 43,616 ) 55,384 99,000 ( 36,323 ) 62,677 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 800 ) — Trademarks and trade names 2.5 2,300 ( 1,263 ) 1,037 2,300 ( 1,053 ) 1,247 Total 2.8 $ 150,282 $ ( 78,835 ) $ 71,447 $ 150,282 $ ( 66,859 ) $ 83,423 |
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, 2024: 2024 (six months) $ 11,977 2025 21,427 2026 16,569 2027 13,541 2028 7,870 Thereafter 63 Total 71,447 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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) $ 30,306 $ 38,477 Accounts receivable — Software Products & Services (2) 13,162 26,246 Accounts receivable — Other 11,419 5,723 54,887 70,446 Less: allowance for expected credit losses ( 960 ) ( 1,180 ) Accounts receivable, net $ 53,927 $ 69,266 (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 Veritone Hire solutions customers. |
Summary of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following: As of June 30, December 31, Prepaid assets $ 4,543 $ 5,538 Other receivables 566 1,805 Trade credits earned through barter transactions, current 7,042 6,427 Other current assets 859 687 Prepaid expenses and other current assets $ 13,010 $ 14,457 |
Summary of Other Assets | Other assets consisted of the following: As of June 30, December 31, Trade credits earned through barter transactions, non-current $ 10,525 $ 10,682 Investments 2,990 4,771 Other non-current assets 4,381 4,398 Other assets $ 17,896 $ 19,851 |
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 $ 6,956 $ 6,796 Internal use software development costs placed in service 10,507 8,226 Leasehold improvements 1,629 1,639 19,092 16,661 Less: accumulated depreciation ( 9,304 ) ( 8,005 ) Property, equipment and improvements, net $ 9,788 $ 8,656 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of June 30, December 31, Accounts payable — Managed Services (1) $ 17,778 $ 11,797 Accounts payable — Other 15,588 20,959 Accounts payable $ 33,366 $ 32,756 (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 Other Accrued Liabilities | Other accrued liabilities consisted of the following: As of June 30, December 31, Accrued compensation $ 4,041 $ 4,615 Taxes payable 5,720 5,425 Current portion of operating lease liabilities 1,716 2,348 Accrued trade payables 11,676 13,749 Other 363 958 Other accrued liabilities $ 23,516 $ 27,095 |
Summary of Deferred Revenue | Deferred revenue was comprised of the following: Three Months Ended Six Months Ended 2024 2024 Deferred revenue beginning balance $ 13,415 $ 12,813 Less: revenue recognized 6,656 12,398 Additions to deferred revenue 6,707 13,051 Ending balance of deferred revenue $ 13,466 $ 13,466 |
Summary of Revenue | Revenue for the periods presented were comprised of the following: Three Months Ended Six Months Ended 2024 2023 2024 2023 Commercial Enterprise $ 29,870 $ 26,366 $ 59,988 $ 55,234 Public Sector 1,122 1,601 2,640 2,996 Total revenue $ 30,992 $ 27,967 $ 62,628 $ 58,230 |
Summary of Presentation of Revenues | The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended June 30, 2024 2023 Commercial Public Commercial Public Enterprise Sector Total Enterprise Sector Total Total Software Products & Services $ 14,510 $ 1,122 $ 15,632 $ 12,492 $ 1,601 $ 14,093 Managed Services Advertising 10,475 — 10,475 8,417 — 8,417 Licensing 4,885 — 4,885 5,457 — 5,457 Total Managed Services 15,360 — 15,360 13,874 — 13,874 Total Revenue $ 29,870 $ 1,122 $ 30,992 $ 26,366 $ 1,601 $ 27,967 Six Months Ended June 30, 2024 2023 Commercial Public Commercial Public Enterprise Sector Total Enterprise Sector Total Total Software Products & Services $ 28,212 $ 2,640 $ 30,852 $ 25,224 $ 2,996 $ 28,220 Managed Services Advertising 21,450 — 21,450 18,952 — 18,952 Licensing 10,326 — 10,326 11,058 — 11,058 Total Managed Services 31,776 — 31,776 30,010 — 30,010 Total Revenue $ 59,988 $ 2,640 $ 62,628 $ 55,234 $ 2,996 $ 58,230 During the three and six months ended June 30, 2023, substantially all of our revenue was derived from customers located in the United States. With the June 2023 acquisition of Broadbean, we expanded our customer base throughout Europe and Asia Pacific. During the three and six months ended June 30, 2024 , 33.4 % and 33.1 %, respectively, of the Company’s consolidated revenue was from customers outside of the U.S., principally from customers located throughout Western Europe, as compared to less than 10 % during the three and six months ended June 30, 2023. |
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 2024 2023 2024 2023 Interest expense, net $ ( 4,497 ) $ ( 720 ) $ ( 8,487 ) $ ( 1,525 ) Gain (loss) on sale ( 172 ) 2,572 ( 172 ) 2,572 Other 57 1,658 ( 356 ) 2,818 Other income (expense), net $ ( 4,612 ) $ 3,510 $ ( 9,015 ) $ 3,865 |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 are as follows: Years ended December 31, 2024 (six months) $ 1,460 2025 748 2026 206 Total future minimum lease payments, including short-term leases 2,414 Less: future minimum lease payments for short-term leases ( 15 ) Less: imputed interest ( 230 ) Present value of future minimum lease payments, excluding short-term leases $ 2,169 Less: current portion of operating lease liabilities ( 1,716 ) Non-current portion of operating lease liabilities 453 Years ended December 31, Sublease Income 2024 (six months) 620 Total sublease income $ 620 |
Stock Plans (Tables)
Stock Plans (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 2024 2023 2024 2023 Stock-based compensation expense by type of award: Restricted stock units $ 1,744 $ 1,224 $ 2,574 $ 3,392 Performance-based stock units ( 352 ) 142 ( 352 ) 470 Stock options 506 1,081 1,128 2,052 Employee stock purchase plan 241 250 397 700 Total stock-based compensation expense $ 2,139 $ 2,697 $ 3,747 $ 6,614 Stock-based compensation expense by operating expense grouping: Cost of revenue $ — $ 17 $ ( 1 ) $ 37 Sales and marketing 306 529 482 705 Research and development 96 1,127 628 2,669 General and administrative 1,737 1,024 2,638 3,203 Total stock-based compensation expense $ 2,139 $ 2,697 $ 3,747 $ 6,614 |
Schedule of Performance Stock Unit Activity | The Company’s performance stock unit activity for the six months ended June 30, 2024 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2023 229,633 $ 5.86 Granted 248,000 $ 6.97 Forfeited ( 229,633 ) $ 5.86 Unvested at June 30, 2024 248,000 $ 6.97 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the six months ended June 30, 2024 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2023 1,949,514 $ 5.40 Granted 647,365 $ 5.82 Forfeited ( 318,983 ) $ 6.58 Vested ( 464,553 ) $ 6.37 Unvested at June 30, 2024 1,813,343 $ 5.05 |
Schedule of Stock Option Activity | The activity during the six months ended June 30, 2024 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2023 5,506,374 $ 13.81 Exercised ( 23,521 ) $ 2.81 Forfeited ( 208,250 ) $ 10.48 Expired ( 214,780 ) $ 13.42 Outstanding at June 30, 2024 5,059,823 $ 14.01 3.9 years $ 56 Exercisable at June 30, 2024 4,723,248 $ 14.08 3.6 years $ 56 |
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, 2024 and 2023 are set forth in the table below: Six Months Ended 2024 2023 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 105 % - 115 % 71 % - 101 % Risk-free interest rate 4.7 % - 5.2 % 0.1 % - 4.8 % |
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, 2024 and 2023 are set forth in the table below: Six Months Ended 2024 2023 Expected term (in years) N/A 6.0 - 6.8 Expected volatility N/A 91 % - 100 % Risk-free interest rate N/A 3.6 % - 3.9 % |
Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | The activity during the six months ended June 30, 2024 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 Unvested at December 31, 2023 3,671,310 $ 11.29 Expired ( 40,479 ) $ 5.72 Outstanding at June 30, 2024 3,630,831 $ 11.35 6.0 years $ — Exercisable at June 30, 2024 3,630,831 $ 11.35 6.0 years $ — |
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, 2024 USD ($) Customer | Jun. 30, 2023 USD ($) Customer | Jun. 30, 2024 USD ($) Customer Segment | Jun. 30, 2023 USD ($) Customer | Dec. 31, 2023 USD ($) Customer | |
Significant Accounting Policies [Line Items] | |||||
Positive (negative) cash flows from operations | $ (27,791) | $ (58,533) | $ (76,421) | ||
Positive (negative) cash flows from investing activities | (1,599) | (55,078) | |||
Positive (negative) cash flows from financing activities | (3,959) | (8,132) | |||
Net loss | $ 22,231 | $ 23,296 | 47,429 | $ 46,259 | 58,625 |
Accumulated deficit | 477,325 | 477,325 | 429,896 | ||
Long-term restricted cash | 933 | 933 | $ 867 | ||
Revenue recognized | 6,656 | 12,398 | |||
Transaction price remaining performance obligations | $ 31,897 | $ 31,897 | |||
Transaction price remaining performance obligations percentage | 53% | 53% | |||
Number of reportable segment | Segment | 1 | ||||
Sales Revenue [Member] | Customer Concentration Risk [Member] | Significant Customer [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customer | 0 | 1 | 0 | 1 | |
Concentration risk percentage | 10% | 10% | 10% | 10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Significant Customer [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customer | 1 | 1 | 1 | 1 | 0 |
Concentration risk percentage | 10% | 10% | 10% | 10% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Advertising Customers [Member] | Significant Customer [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10% |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Jun. 30, 2024 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-04-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-07-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-07-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2027-07-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2028-07-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 1 year |
Business Combinations and Div_3
Business Combinations and Divestiture - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jun. 13, 2023 | Apr. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
GridBeyond Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash proceeds from sale of interest | $ 1,800 | ||||
Loss on sale of interest | (172) | ||||
Foreign exchange loss | (49) | ||||
Broadbean Acquisition [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash payment | $ 53,301 | ||||
Tax deductible goodwill, acquisition | 3,728 | ||||
Deferred tax liability | 3,741 | ||||
Goodwill deductible for tax purposes | $ 3,728 | ||||
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 | ||||
Energy Divestiture [Member] | |||||
Business Acquisition [Line Items] | |||||
Disposal group including discontinued operation consideration | $ 549 | ||||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration] | Nonoperating Income (Expense) | ||||
Pre-tax Gain | $ 2,572 | ||||
Energy Divestiture [Member] | GridBeyond Limited [Member] | |||||
Business Acquisition [Line Items] | |||||
Cash proceeds from sale of interest | 1,800 | ||||
Loss on sale of interest | (172) | ||||
Foreign exchange loss | $ (49) | ||||
Energy Divestiture [Member] | Series B Preferred Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of shares received from divestiture of business | 4,160,644 | ||||
Disposal group including discontinued operation consideration | $ 2,021 | ||||
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 | $ 53,301 | ||||
Cash payment | $ 53,301 | ||||
Acquisition related expenses | $ 4,214 |
Business Combinations and Div_4
Business Combinations and Divestiture - Summary of Fair Value of Acquisition Consideration (Details) $ in Thousands | Jun. 13, 2023 USD ($) |
Broadbean Acquisition [Member] | |
Business Acquisition [Line Items] | |
Cash consideration at closing | $ 53,301 |
Business Combinations and Div_5
Business Combinations and Divestiture - Summary of Allocation of Acquisition Consideration (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Jun. 13, 2023 |
Business Acquisition [Line Items] | |||
Goodwill | $ 79,828 | $ 80,247 | |
Broadbean Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 3,033 | ||
Accounts receivable, net | 7,817 | ||
Prepaid and other current assets | 1,007 | ||
Property, equipment and improvements, net | 343 | ||
Intangible assets | 27,500 | ||
Other assets | 3,486 | ||
Total assets acquired | 43,186 | ||
Accounts payable | 1,107 | ||
Deferred revenue | 10,029 | ||
Other accrued liabilities | 5,054 | ||
Other non-current liabilities | 6,618 | ||
Total liabilities assumed | 22,808 | ||
Identifiable net assets acquired | 20,378 | ||
Goodwill | 32,923 | ||
Total purchase consideration | $ 53,301 |
Business Combinations and Div_6
Business Combinations and Divestiture - Summary of Valuation of Intangible Assets (Details) - Broadbean Acquisition [Member] $ in Thousands | Jun. 13, 2023 USD ($) |
Business Acquisition [Line Items] | |
Total intangible assets | $ 27,500 |
Minimum [Member] | |
Business Acquisition [Line Items] | |
Estimated useful lives | 4 years |
Maximum [Member] | |
Business Acquisition [Line Items] | |
Estimated useful lives | 5 years |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 17,200 |
Estimated useful lives | 5 years |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 10,300 |
Estimated useful lives | 4 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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Combinations [Abstract] | ||||
Net revenue | $ 30,992 | $ 34,735 | $ 62,628 | $ 73,293 |
Loss before provision for income taxes | (22,274) | (26,801) | (48,517) | (48,824) |
Net loss | $ (22,231) | $ (22,314) | $ (47,429) | $ (44,102) |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Dec. 13, 2023 USD ($) $ / shares shares | Aug. 31, 2023 USD ($) | Nov. 30, 2021 USD ($) Days $ / shares | Jun. 30, 2024 USD ($) $ / shares | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | Dec. 31, 2022 USD ($) | Nov. 16, 2021 $ / shares | |
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 91,250,000 | $ 91,250,000 | ||||||||
Common stock, par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Amortization of initial discounts and issuance costs | $ 3,027,000 | $ 432,000 | ||||||||
Convertible debt, if-converted value in excess of principal | $ 0 | |||||||||
Payment for capped call transactions | $ 18,616,000 | |||||||||
Initial cap price | $ / shares | 48.55 | $ 48.55 | ||||||||
Premium over last reported sale price, percentage | 75% | |||||||||
Sale price of common stock | $ / shares | $ 27.74 | |||||||||
Strike price | $ / shares | $ 35.76 | $ 35.76 | ||||||||
1.75% Convertible Senior Notes Due 2026 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 201,250,000 | |||||||||
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 | $ 194,945,000 | |||||||||
Debt issuance costs | $ 6,304,000 | 6,304,000 | ||||||||
Interest expense | $ 542,000 | $ 834,000 | $ 1,084,000 | $ 1,667,000 | ||||||
Effective annual interest rate | 2.42% | 2.42% | 2.42% | 2.42% | ||||||
Estimated fair value of convertible notes | $ 33,073,000 | $ 33,073,000 | ||||||||
Unwinding of capped calls related to convertible notes repurchase | $ 0 | |||||||||
ACS Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 0 | |||||||||
Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest expense | $ 4,136,000 | $ 8,193,000 | ||||||||
Effective annual interest rate | 31.30% | 31.30% | ||||||||
Term Loan Facility [Member] | Senior Secured Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 77,500,000 | |||||||||
Debt instrument, interest rate | 3% | |||||||||
Consideration on convertible notes | $ 37,500,000 | |||||||||
Debt instrument, percentage of principal amount amortized. | 2.50% | |||||||||
Debt instrument, date of first required payment | Jun. 01, 2024 | |||||||||
Debt instrument, minimum convertible principal amount required for prepayment in full | $ 30,000,000 | |||||||||
Percentage of prepayment premium during second year | 14% | |||||||||
Percentage of prepayment premium during third year | 7% | |||||||||
Debt instrument, term | 4 years | |||||||||
Percentage of prepayment premium in shares of common stock | 10% | |||||||||
Gain (Loss) on Extinguishment of Debt | $ 30,000,000 | |||||||||
Debt issuance costs | 23,807,000 | |||||||||
Amortization of initial discounts and issuance costs | $ 1,420,000 | $ 2,752,000 | ||||||||
Repurchase of debt instrument | 50,000,000 | |||||||||
Unrestricted cash and cash equivalents required to maintain under covenant | 15,000,000 | |||||||||
Capitalized issuance costs | $ 3,120,000 | |||||||||
Term Loan Facility [Member] | Commitment Letter [Member] | Senior Secured Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Common stock, par value | $ / shares | $ 0.001 | |||||||||
Term Loan Facility [Member] | Credit Parties [Member] | Senior Secured Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, minimum net cash proceeds required for mandatory prepayments | $ 10,000,000 | |||||||||
Term Loan Facility [Member] | Lenders [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares of common stock purchased for issuance of warrants | shares | 2,508,683 | |||||||||
Term Loan Facility [Member] | Lenders [Member] | Commitment Letter [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, maturity date | Dec. 12, 2028 | |||||||||
Warrent exercise price | $ / shares | $ 2.576 | |||||||||
Term Loan Facility [Member] | Lenders [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares of common stock purchased for issuance of warrants | shares | 3,008,540 | |||||||||
Term Loan Facility [Member] | Lenders [Member] | Minimum [Member] | Commitment Letter [Member] | Senior Secured Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Shares of common stock purchased for issuance of warrants | shares | 3,008,540 | |||||||||
Term Loan Facility [Member] | SOFR [Member] | Senior Secured Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 8.50% | |||||||||
Debt Instrument Floor Interest Rate | 3% | |||||||||
Alterna Capital Solutions, LLC | ACS Credit Facility | Credit Agreement | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Credit agreement term | 3 years | |||||||||
Maximum borrowing capacity | $ 30,000,000 | |||||||||
Line of credit facility collateral | domestic receivables and other assets as determined by ACS. | |||||||||
Credit facility interest rate description | The ACS Credit Facility bore interest at the greater of Prime rate plus 1.0% or 9.5%, and minimum annual interest of $250 if no funds are drawn under the ACS Credit Facility in a given year. | |||||||||
Interest rate | 9.50% | |||||||||
Minimum annual interest amount on line of credit | $ 250,000 | |||||||||
Early termination penalties | $ 0 | |||||||||
Alterna Capital Solutions, LLC | ACS Credit Facility | Credit Agreement | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 1% | |||||||||
2022 Repurchase Transaction [Member] | 1.75% Convertible Senior Notes Due 2026 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unwinding of capped calls related to convertible notes repurchase | $ 276,000 | |||||||||
2022 Repurchase Transaction [Member] | 65 % Convertible Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 65% | |||||||||
Repurchase of debt instrument | $ 60,000,000 | |||||||||
2023 Repurchase Transaction [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repurchase of debt instrument | $ 50,000,000 | |||||||||
2023 Repurchase Transaction [Member] | Seventy Five Persentage Convertible Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, interest rate | 75% |
Debt - Schedule of Scheduled Pr
Debt - Schedule of Scheduled Principal Payments on Term Loan (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Long-Term Debt, Fiscal Year Maturity [Abstract] | |
Remainder of 2024 | $ 3,875 |
2025 | 7,750 |
2026 | 7,750 |
2027 | 56,188 |
Total | $ 75,563 |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Numerator | |||||
Net loss | $ (22,231) | $ (23,296) | $ (47,429) | $ (46,259) | $ (58,625) |
Denominator | |||||
Weighted-average common shares outstanding | 37,814,019 | 36,848,602 | 37,583,623 | 36,718,994 | |
Denominator for basic net loss per share attributable to common stockholders | 37,814,019 | 36,848,602 | 37,583,623 | 36,718,994 | |
Denominator for diluted net loss per share attributable to common stockholders | 37,814,019 | 36,848,602 | 37,583,623 | 36,718,994 | |
Basic net loss per share | $ (0.59) | $ (0.63) | $ (1.26) | $ (1.26) | |
Diluted net loss per share | $ (0.59) | $ (0.63) | $ (1.26) | $ (1.26) |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 15,863,922 | 15,288,687 | 16,167,982 | 15,190,469 |
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 | 10,711,822 | 10,949,114 | 10,781,071 | 10,850,896 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 2,669,479 | 496,612 | 2,904,290 | 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 | 2,482,621 | 3,842,961 | 2,482,621 | 3,842,961 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule Of Available For Sale Securities [Line Items] | ||
Total Cash and Debt Securities | $ 46,024 | $ 79,439 |
Total Fair Value, Cash and Debt Securities | 46,024 | 79,439 |
Cash and cash equivalents | 46,024 | 79,439 |
Cash [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 46,024 | 79,439 |
Fair Value, Cash | $ 46,024 | $ 79,439 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Dec. 13, 2023 | Mar. 01, 2022 | Sep. 14, 2021 | Apr. 30, 2024 | Jul. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Nov. 16, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Contingent consideration liabilities | $ 0 | $ 0 | |||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||
Common stock issued | 298,110 | 0 | |||||||||
Contingent consideration, current | $ 919,000 | $ 919,000 | $ 1,000,000 | ||||||||
Sale price of common stock | $ 27.74 | ||||||||||
Impairment | 0 | 0 | |||||||||
GridBeyond [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Sale of investment in GridBeyond for cash | $ 1,800,000 | ||||||||||
Loss on sale of investment | (172,000) | ||||||||||
Foreign exchange loss | $ (49,000) | ||||||||||
Other Noncurrent Assets [Member] | Level 2 | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Investment at fair value | 2,021,000 | ||||||||||
Other Noncurrent Assets [Member] | Level 3 [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Strategic investment | $ 2,750,000 | $ 2,750,000 | $ 2,750,000 | ||||||||
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 | ||||||||||
March 2022 Acquisition [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Contingent compensation | $ 3,500,000 | ||||||||||
Business acquisition, effective date of acquisition | Mar. 01, 2022 | ||||||||||
Business acquisition, percentage of ownership interests acquired | 100% | ||||||||||
Stock Consideration [Member] | PandoLogic Merger Agreement [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Sale price of common stock | $ 20.53 | ||||||||||
Term Loan Facility [Member] | Lenders [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Shares of common stock purchased for issuance of warrants | 2,508,683 | ||||||||||
Warrants net settled | 150,200 | 499,857 | |||||||||
Common stock issued | 91,153 | 298,110 | |||||||||
Minimum [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Contingent consideration | $ 10,825,000 | ||||||||||
Minimum [Member] | Term Loan Facility [Member] | Lenders [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Shares of common stock purchased for issuance of warrants | 3,008,540 | ||||||||||
Maximum [Member] | Pandologic Ltd [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Contingent consideration, current | $ 65,000,000 | ||||||||||
Maximum [Member] | March 2022 Acquisition [Member] | |||||||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||||||
Contingent consideration | $ 4,500,000 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Contingent Consideration Liabilities Current and Non-current Balances (Details) - Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Contingent Consideration Liabilities [Line Items] | |
Fair Value beginning balance | $ 8,067 |
Changes in Fair Value | 2,284 |
Amount Paid To Date | (8,718) |
Fair Value ending balance | 1,633 |
Contingent Consideration, Current [Member] | |
Contingent Consideration Liabilities [Line Items] | |
Fair Value beginning balance | 8,067 |
Changes in Fair Value | 1,651 |
Amount Paid To Date | (8,718) |
Fair Value ending balance | 1,000 |
Contingent Consideration, Noncurrent [Member] | |
Contingent Consideration Liabilities [Line Items] | |
Changes in Fair Value | 633 |
Fair Value ending balance | $ 633 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Carrying amount of goodwill | $ 79,828 | $ 80,247 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | $ 80,247 |
Foreign currency translation/other | (419) |
Goodwill, Ending Balance | $ 79,828 |
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, 2024 | Dec. 31, 2023 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 9 months 18 days | |
Gross Carrying Amount | $ 150,282 | $ 150,282 |
Accumulated Amortization | (78,835) | (66,859) |
Net Carrying Amount | $ 71,447 | 83,423 |
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) | 1 year 3 months 18 days | |
Gross Carrying Amount | $ 44,100 | 44,100 |
Accumulated Amortization | (29,074) | (24,601) |
Net Carrying Amount | $ 15,026 | 19,499 |
Customer and Supplier Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 6 months | |
Gross Carrying Amount | $ 99,000 | 99,000 |
Accumulated Amortization | (43,616) | (36,323) |
Net Carrying Amount | $ 55,384 | 62,677 |
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) | 2 years 6 months | |
Gross Carrying Amount | $ 2,300 | 2,300 |
Accumulated Amortization | (1,263) | (1,053) |
Net Carrying Amount | $ 1,037 | $ 1,247 |
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, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2024 (six months) | $ 11,977 | |
2025 | 21,427 | |
2026 | 16,569 | |
2027 | 13,541 | |
2028 | 7,870 | |
Thereafter | 63 | |
Net Carrying Amount | $ 71,447 | $ 83,423 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 46,024 | $ 46,024 | $ 79,439 | ||
Depreciation Expense | 968 | $ 675 | 2,479 | $ 1,153 | |
Property and equipment | 6,956 | 6,956 | 6,796 | ||
Property and equipment, work in progress not yet placed in service | 2,195 | 2,195 | |||
Depreciation of internal use software development cost | $ 802 | $ 342 | $ 1,497 | $ 624 | |
Effective tax rate | 0.20% | 5.60% | 2.30% | 3.40% | |
Percentage of consolidated revenue | 33.40% | 33.10% | |||
Deferred tax liabilities net | $ 7,040 | $ 7,040 | 9,504 | ||
Foreign exchange gains (loss) | 49 | $ 1,659 | (363) | $ 2,820 | |
Maximum [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Percentage of consolidated revenue | 10% | 10% | |||
Advertising Customers [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Cash received | $ 39,311 | $ 39,311 | $ 44,481 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, gross | $ 54,887 | $ 70,446 |
Less: allowance for expected credit losses | (960) | (1,180) |
Accounts receivable, net | 53,927 | 69,266 |
Managed Services [Member] | ||
Accounts receivable, gross | 30,306 | 38,477 |
Software Products & Services [Member] | ||
Accounts receivable, gross | 13,162 | 26,246 |
Other [Member] | ||
Accounts receivable, gross | $ 11,419 | $ 5,723 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Prepaid assets | $ 4,543 | $ 5,538 |
Other receivables | 566 | 1,805 |
Trade credits earned through barter transactions, current | 7,042 | 6,427 |
Other current assets | 859 | 687 |
Prepaid expenses and other current assets | $ 13,010 | $ 14,457 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Summary of Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Assets, Noncurrent Disclosure [Abstract] | ||
Trade credits earned through barter transactions, non-current | $ 10,525 | $ 10,682 |
Investments | 2,990 | 4,771 |
Other non-current assets | 4,381 | 4,398 |
Other assets | $ 17,896 | $ 19,851 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 6,956 | $ 6,796 |
Internal use software development costs placed in service | 10,507 | 8,226 |
Leasehold improvements | 1,629 | 1,639 |
Property, equipment and improvements, gross | 19,092 | 16,661 |
Less: accumulated depreciation | (9,304) | (8,005) |
Property, equipment and improvements, net | $ 9,788 | $ 8,656 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Accounts payable — Managed Services | $ 11,676 | $ 13,749 |
Accounts payable | 33,366 | 32,756 |
Accounts Payable - Managed Services [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Accounts payable — Managed Services | 17,778 | 11,797 |
Accounts Payable - Other [Member] | ||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Accounts payable — Other | $ 15,588 | $ 20,959 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Summary of Other Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Accrued compensation | $ 4,041 | $ 4,615 |
Taxes payable | 5,720 | 5,425 |
Current portion of operating lease liabilities | $ 1,716 | $ 2,348 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other accrued liabilities | Other accrued liabilities |
Accrued trade payables | $ 11,676 | $ 13,749 |
Other | 363 | 958 |
Other accrued liabilities | $ 23,516 | $ 27,095 |
Consolidated Financial State_10
Consolidated Financial Statements Details - Summary of Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Contract with Customer, Liability [Abstract] | ||
Deferred revenue beginning balance | $ 13,415 | $ 12,813 |
Less: revenue recognized | 6,656 | 12,398 |
Additions to deferred revenue | 6,707 | 13,051 |
Ending balance of deferred revenue | $ 13,466 | $ 13,466 |
Consolidated Financial State_11
Consolidated Financial Statements Details - Summary of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 30,992 | $ 27,967 | $ 62,628 | $ 58,230 |
Commercial Enterprise [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | 29,870 | 26,366 | 59,988 | 55,234 |
Public Sector [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 1,122 | $ 1,601 | $ 2,640 | $ 2,996 |
Consolidated Financial State_12
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue Presentation | ||||
Revenue | $ 30,992 | $ 27,967 | $ 62,628 | $ 58,230 |
Commercial Enterprise [Member] | ||||
Revenue Presentation | ||||
Revenue | 29,870 | 26,366 | 59,988 | 55,234 |
Public Sector [Member] | ||||
Revenue Presentation | ||||
Revenue | 1,122 | 1,601 | 2,640 | 2,996 |
Software Products & Services [Member] | ||||
Revenue Presentation | ||||
Revenue | 15,632 | 14,093 | 30,852 | 28,220 |
Software Products & Services [Member] | Commercial Enterprise [Member] | ||||
Revenue Presentation | ||||
Revenue | 14,510 | 12,492 | 28,212 | 25,224 |
Software Products & Services [Member] | Public Sector [Member] | ||||
Revenue Presentation | ||||
Revenue | 1,122 | 1,601 | 2,640 | 2,996 |
Advertising [Member] | ||||
Revenue Presentation | ||||
Revenue | 10,475 | 8,417 | 21,450 | 18,952 |
Advertising [Member] | Commercial Enterprise [Member] | ||||
Revenue Presentation | ||||
Revenue | 10,475 | 8,417 | 21,450 | 18,952 |
Licensing [Member] | ||||
Revenue Presentation | ||||
Revenue | 4,885 | 5,457 | 10,326 | 11,058 |
Licensing [Member] | Commercial Enterprise [Member] | ||||
Revenue Presentation | ||||
Revenue | 4,885 | 5,457 | 10,326 | 11,058 |
Total Managed Services [Member] | ||||
Revenue Presentation | ||||
Revenue | 15,360 | 13,874 | 31,776 | 30,010 |
Total Managed Services [Member] | Commercial Enterprise [Member] | ||||
Revenue Presentation | ||||
Revenue | $ 15,360 | $ 13,874 | $ 31,776 | $ 30,010 |
Consolidated Financial State_13
Consolidated Financial Statements Details - Schedule of Other Income (Expense) , Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Other Income and Expenses [Abstract] | ||||
Interest expense, net | $ (4,497) | $ (720) | $ (8,487) | $ (1,525) |
Gain (loss) on sale | (172) | 2,572 | (172) | 2,572 |
Other | 57 | 1,658 | (356) | 2,818 |
Other income (expense), net | $ (4,612) | $ 3,510 | $ (9,015) | $ 3,865 |
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, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
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 | |||||||
Current portion of operating lease liabilities | $ 1,716 | $ 2,348 | $ 1,716 | |||||||
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 | $ 453 | $ 308 | $ 453 | |||||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | Other Liabilities, Noncurrent | |||||||
Operating lease, cash payments | $ 771 | $ 644 | $ 1,453 | $ 1,281 | ||||||
Operating lease, weighted average remaining lease term | 1 year 2 months 12 days | 1 year 2 months 12 days | ||||||||
Operating lease, weighted average discount rate | 8.20% | 8.20% | ||||||||
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 | ||||||||
Business acquisition, effective date of acquisition | Mar. 01, 2022 | |||||||||
VocaliD [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Cash payment | $ 1,000 | 1,000 | ||||||||
Business acquisition, effective date of acquisition | Jun. 10, 2022 | |||||||||
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] | ||||||||||
Business acquisition, effective date of acquisition | Aug. 11, 2022 | |||||||||
Purchase consideration payments on 18-month anniversary of acquisition | $ 300 | |||||||||
Office Sublease [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Rent expense | 647 | $ 546 | 1,285 | $ 1,092 | ||||||
Minimum [Member] | ||||||||||
Other Commitments [Line Items] | ||||||||||
Operating lease right-of-use assets | 1,639 | 1,669 | 1,639 | |||||||
Current portion of operating lease liabilities | $ 1,716 | $ 2,348 | $ 1,716 |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Other Commitments [Line Items] | ||
Less: current portion of operating lease liabilities | $ (1,716) | $ (2,348) |
Non-current portion of operating lease liabilities | 453 | $ 308 |
Building Lease Agreement [Member] | ||
Other Commitments [Line Items] | ||
2024 (six months) | 1,460 | |
2025 | 748 | |
2026 | 206 | |
Total future minimum lease payments, including short-term leases | 2,414 | |
Less: future minimum lease payments for short-term leases | (15) | |
Less: imputed interest | (230) | |
Present value of future minimum lease payments, excluding short-term leases | 2,169 | |
Less: current portion of operating lease liabilities | (1,716) | |
Non-current portion of operating lease liabilities | 453 | |
2024 (six months) | 620 | |
Total sublease income | $ 620 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Class of Stock [Line Items] | ||
Common stock issued in connection with warrant exercises | 298,110 | 0 |
Common Stock [Member] | Pandologic Ltd [Member] | ||
Class of Stock [Line Items] | ||
Business acquisition, shares issued or issuable | 135,800 | |
Common Stock and Employee Stock Purchase Plan [Member] | ||
Class of Stock [Line Items] | ||
Shares issued in connection with stock option exercise | 479,903 | 593,763 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Apr. 08, 2024 | Nov. 15, 2023 | Apr. 22, 2023 | Jan. 11, 2023 | Jan. 31, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Class of Stock [Line Items] | ||||||||||
Amount capitalized to internal-use software | $ 94,000 | $ 80,000 | $ 212,000 | $ 214,000 | ||||||
Employee Stock Purchase Plan [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock were purchased under ESPP | 119,954 | |||||||||
Accrued employee contributions | 276,000 | $ 276,000 | $ 357,000 | |||||||
Timebased Stock Option [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Options granted | 0 | 233,466 | ||||||||
Restricted Stock Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Unrecognized cost of share-based compensation awards | 6,963,000 | $ 6,963,000 | ||||||||
Cost of share-based compensation awards, recognition period | 2 years | |||||||||
Common stock vesting | 464,553 | |||||||||
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 | 0 | ||||||||
Aggregate intrinsic value of the options exercised | $ 0 | 5,000 | ||||||||
Performance Stock Units [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock granted | 0 | |||||||||
Performance Stock Units [Member] | Steel Holdings Consulting Agreement [Member] | Board of Directors Chairman [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock granted | 118,460 | |||||||||
Common stock vesting | 39,486 | 19,743 | ||||||||
Performance Stock Units [Member] | Senior Executive PSUs [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock granted | 170,402 | |||||||||
Shareholder return performance period | 3 years | 3 years | ||||||||
Performance period ending date | Dec. 31, 2026 | Dec. 31, 2025 | ||||||||
Description of performance period | within 90 days of the end of the performance period ending December 31, 2026 | 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% | 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% | 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% | 200% | ||||||||
Performance Stock Units [Member] | Senior Executive PSUs [Member] | Ryan Steelberg [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock granted | 200,000 | |||||||||
Performance Stock Units [Member] | Senior Executive PSUs [Member] | Michael Zemetra [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock granted | 48,000 | |||||||||
Stock Options [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Options granted | 0 | |||||||||
Cost of share-based compensation awards, recognition period | 1 year 10 months 24 days | |||||||||
Total grant date fair value of stock options vested | $ 2,004,000 | 3,202,000 | ||||||||
Unrecognized compensation expense related to stock options | $ 3,028,000 | 3,028,000 | ||||||||
Aggregate intrinsic value of the options exercised | $ 37,000 | $ 10,000 | ||||||||
Weighted Average Grant Date Fair Value, Granted | $ 4.19 |
Stock Plans - Schedule of Fair
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Stock Options [Member] | 6 Months Ended |
Jun. 30, 2023 | |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years |
Expected volatility | 91% |
Risk-free interest rate | 3.60% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 6 years 9 months 18 days |
Expected volatility | 100% |
Risk-free interest rate | 3.90% |
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, 2024 | Jun. 30, 2023 | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Expected volatility, minimum | 105% | 71% |
Risk-free interest rate, minimum | 4.70% | 0.10% |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | 2 years |
Expected volatility, maximum | 115% | 101% |
Risk-free interest rate, maximum | 5.20% | 4.80% |
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, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,139 | $ 2,697 | $ 3,747 | $ 6,614 |
Cost of Revenue [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 17 | (1) | 37 | |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 306 | 529 | 482 | 705 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 96 | 1,127 | 628 | 2,669 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,737 | 1,024 | 2,638 | 3,203 |
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,744 | 1,224 | 2,574 | 3,392 |
Performance-based Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | (352) | 142 | (352) | 470 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 506 | 1,081 | 1,128 | 2,052 |
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 241 | $ 250 | $ 397 | $ 700 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance Stock Unit Activity (Details) - Performance Stock Units [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 229,633 |
Shares, Granted | shares | 248,000 |
Shares, Forfeited | shares | (229,633) |
Shares, Unvested, Ending Balance | shares | 248,000 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 5.86 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 6.97 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 5.86 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 6.97 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 1,949,514 |
Shares, Granted | shares | 647,365 |
Shares, Forfeited | shares | (318,983) |
Shares, Vested | shares | (464,553) |
Shares, Unvested, Ending Balance | shares | 1,813,343 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 5.4 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.82 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 6.58 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 6.37 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 5.05 |
Stock Plans - Schedule of Per_2
Stock Plans - Schedule of Performance-Based Stock Options Activity (Detail) - Performance-based Stock Options [Member] | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Unvested, Beginning Balance | shares | 3,671,310 |
Options Expired | shares | (40,479) |
Options, Outstanding, Ending Balance | shares | 3,630,831 |
Options Exercisable at June 30, 2024 | shares | 3,630,831 |
Weighted-Average Exercise Price, Unvested, Beginning Balance | $ / shares | $ 11.29 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 5.72 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 11.35 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 11.35 |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years |
Weighted-Average Remaining Exercisable | 6 years |
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, 2024 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 5,506,374 |
Options Exercised | shares | (23,521) |
Options Forfeited | shares | (208,250) |
Options Expired | shares | (214,780) |
Options, Outstanding, Ending Balance | shares | 5,059,823 |
Options Exercisable at June 30, 2024 | shares | 4,723,248 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 13.81 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 2.81 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 10.48 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 13.42 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 14.01 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 14.08 |
Weighted-Average Remaining Contractual Term, Outstanding | 3 years 10 months 24 days |
Weighted-Average Remaining Exercisable | 3 years 7 months 6 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 56 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 56 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 01, 2024 | Jan. 24, 2024 | Jan. 31, 2024 | Mar. 31, 2024 | Jun. 30, 2024 | |
Performance Stock Units [Member] | |||||
Related Party Transaction [Line Items] | |||||
Performance stock units issued | 0 | ||||
Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Total consideration paid | $ 100,000 | ||||
Steel Holdings, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Monthly payment for technical advisory services | $ 50,000 | ||||
Acceleration charge related to technical advisory services | $ 1,484,000 | 1,484,000 | |||
Steel Holdings, LLC [Member] | Forecast [Member] | |||||
Related Party Transaction [Line Items] | |||||
Consideration for technical advisory services | $ 1,000,000 | ||||
Related party [Member] | |||||
Related Party Transaction [Line Items] | |||||
Other liabilities | $ 0 |