Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VERI | |
Entity Registrant Name | Veritone, Inc. | |
Entity Central Index Key | 1,615,165 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 19,328,278 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 46,127 | $ 29,545 |
Marketable securities | 18,558 | 39,598 |
Accounts receivable, net of allowance for doubtful accounts of $32 and $38, respectively | 21,678 | 7,691 |
Expenditures billable to clients | 8,283 | 4,163 |
Prepaid expenses and other current assets | 3,656 | 2,808 |
Total current assets | 98,302 | 83,805 |
Property, equipment and improvements, net | 4,107 | 680 |
Intangible assets, net | 2,973 | 3,154 |
Goodwill | 27,608 | 139 |
Other assets | 1,076 | 780 |
Total assets | 134,066 | 88,558 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 21,606 | 13,338 |
Accrued media payments | 14,125 | 5,999 |
Client advances | 12,818 | 3,477 |
Other accrued liabilities | 10,241 | 4,442 |
Total current liabilities | 58,790 | 27,256 |
Other liabilities | 1,049 | |
Total liabilities | 59,839 | 27,256 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 19,328,259 and 16,158,883 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 19 | 16 |
Additional paid-in capital | 226,891 | 170,728 |
Accumulated deficit | (152,626) | (109,307) |
Accumulated other comprehensive loss | (57) | (135) |
Total stockholders' equity | 74,227 | 61,302 |
Total liabilities and stockholders' equity | $ 134,066 | $ 88,558 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 32 | $ 38 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 19,328,259 | 16,158,883 |
Common stock, shares outstanding | 19,328,259 | 16,158,883 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenues | $ 7,545 | $ 3,719 | $ 16,101 | $ 10,914 |
Cost of revenues | 1,570 | 292 | 2,953 | 824 |
Gross profit | 5,975 | 3,427 | 13,148 | 10,090 |
Operating expenses: | ||||
Sales and marketing | 4,586 | 3,676 | 15,476 | 9,689 |
Research and development | 5,218 | 3,466 | 14,892 | 9,613 |
General and administrative | 12,436 | 15,740 | 26,727 | 24,722 |
Total operating expenses | 22,240 | 22,882 | 57,095 | 44,024 |
Loss from operations | (16,265) | (19,455) | (43,947) | (33,934) |
Total other income (loss), net | 329 | 88 | 645 | (12,872) |
Loss before provision for income taxes | (15,936) | (19,367) | (43,302) | (46,806) |
Provision for income taxes | 5 | 2 | 17 | 5 |
Net loss | (15,941) | (19,369) | (43,319) | (46,811) |
Accretion of redeemable convertible preferred stock | (4,470) | |||
Net loss attributable to common stockholders | $ (15,941) | $ (19,369) | $ (43,319) | $ (51,281) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (0.86) | $ (1.31) | $ (2.55) | $ (5.94) |
Weighted average shares outstanding attributable to common stockholders: | ||||
Basic and diluted | 18,611,829 | 14,783,366 | 17,007,850 | 8,640,178 |
Comprehensive loss: | ||||
Net loss | $ (15,941) | $ (19,369) | $ (43,319) | $ (46,811) |
Unrealized gain (loss) on marketable securities, net of income taxes | 56 | (62) | 54 | (62) |
Foreign currency translation adjustments, net of income taxes | 4 | 24 | ||
Total comprehensive loss | $ (15,881) | $ (19,431) | $ (43,241) | $ (46,873) |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity - 9 months ended Sep. 30, 2018 - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning balance at Dec. 31, 2017 | $ 61,302 | $ 16 | $ 170,728 | $ (109,307) | $ (135) |
Beginning balance, shares at Dec. 31, 2017 | 16,158,883 | ||||
Common stock offerings, net | 32,782 | $ 2 | 32,780 | ||
Common stock offerings, net, shares | 1,955,000 | ||||
Common stock issued under employee stock plans, net | 1,566 | 1,566 | |||
Common stock issued under employee stock plans, net, shares | 272,828 | ||||
Common stock issued for acquisitions | 11,855 | $ 1 | 11,854 | ||
Common stock issued for acquisitions, shares | 941,548 | ||||
Stock-based compensation expense | 9,963 | 9,963 | |||
Net loss | (43,319) | (43,319) | |||
Unrealized gain on marketable securities | 54 | 54 | |||
Foreign currency translation adjustments | 24 | 24 | |||
Ending balance at Sep. 30, 2018 | $ 74,227 | $ 19 | $ 226,891 | $ (152,626) | $ (57) |
Ending balance, shares at Sep. 30, 2018 | 19,328,259 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (43,319) | $ (46,811) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,383 | 176 |
Amortization of debt discounts and issuance costs | 3,740 | |
Costs of warrants issued | 207 | 5,790 |
Write-off of debt discounts and debt issuance costs at IPO | 10,132 | |
Change in fair value of warrant liability | (93) | (7,114) |
Provision for doubtful accounts | 25 | 69 |
Stock-based compensation expense | 9,963 | 13,611 |
Changes in assets and liabilities: | ||
Accounts receivable | (8,327) | (5,315) |
Expenditures billable to clients | (4,120) | (1,783) |
Prepaid expenses and other current assets | (422) | (1,641) |
Accounts payable | 6,040 | 3,519 |
Accrued media payments | 8,126 | 2,597 |
Client advances | 5,004 | 2,009 |
Other accrued liabilities | (271) | 651 |
Other liabilities | 837 | |
Net cash used in operating activities | (24,967) | (20,370) |
Cash flows from investing activities: | ||
Purchases of marketable securities | (39,850) | |
Proceeds from sales of marketable securities | 21,000 | |
Capital expenditures | (3,543) | (16) |
Intangible assets acquired | (629) | (30) |
Acquisition of businesses, net of cash acquired | (9,627) | |
Deposits for operating leases | (774) | |
Net cash provided by (used in) investing activities | 7,201 | (40,670) |
Cash flows from financing activities: | ||
Proceeds from common stock offerings, net | 32,782 | 32,580 |
Proceeds from exercise of Primary Warrant | 29,263 | |
Proceeds received under the Bridge Loan Agreement | 8,000 | |
Proceeds from issuances of stock under employee stock plans | 1,566 | 5 |
Debt issuance costs | (68) | |
Other | (56) | |
Net cash provided by financing activities | 34,348 | 69,724 |
Net increase in cash and cash equivalents | 16,582 | 8,684 |
Cash and cash equivalents, beginning of period | 29,545 | 12,078 |
Cash and cash equivalents, end of period | 46,127 | 20,762 |
Non-cash investing and financing activities: | ||
Conversion of convertible notes payable, including accrued interest, to common stock | 28,782 | |
Conversion of redeemable convertible preferred stock to common stock | $ 27,266 | |
Shares issued for acquisition of businesses | $ 11,855 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS Description of Business Veritone, Inc., a Delaware corporation (“Veritone”) (together with its wholly owned subsidiaries, collectively, the “Company”), is a provider of artificial intelligence (“AI”) computing solutions. The Company has developed aiWARE TM In August 2018, the Company acquired Wazee Digital, Inc. (“Wazee Digital”), a provider of cloud-native digital content management and licensing services, as discussed in more detail in Note 3 below. The Wazee Digital offerings serve customers primarily in the media and entertainment market, as well as the government market, enabling these customers to monetize and enrich their content. In addition, the Company operates a full-service advertising agency. The Company’s expertise in media buying, planning and creative development, coupled with its proprietary technology platform, enables the Company to analyze the effectiveness of advertising in a way that is simple, scalable and trackable. In August 2018, the Company acquired S Media Limited, doing business as Performance Bridge Media (“Performance Bridge”), a podcast agency, as discussed in more detail in Note 3 below. The Performance Bridge offerings have enhanced the Company’s media agency offerings of comprehensive podcast solutions. |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Presentation and Summary of Significant Accounting Policies | NOTE 2. PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation 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 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, 2017, filed with the SEC on March 9, 2018. Interim results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2018. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal and recurring, necessary to fairly state its 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 nine-month periods presented are unaudited. The December 31, 2017 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. 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 revenue recognition, allowance for doubtful accounts, the valuation of stock awards and stock warrants, and the allocation of net assets acquired from business acquisitions as well as contingent consideration, where applicable. Actual results could differ from those estimates. 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, 2017, other than the Company’s adoption of Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting Reclassifications Certain reclassifications have been made to prior year amounts for consistency and to enhance comparability with the current year’s financial statements presentation. There was no impact on total assets, total stockholders’ equity, accumulated deficit, or net loss resulting from these reclassifications. Recently Adopted Accounting Pronouncements Beginning in the first quarter of 2018, the Company adopted ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3. BUSINESS COMBINATIONS Acquisition of Performance Bridge On August 21, 2018, the Company acquired all of the outstanding capital stock of Performance Bridge by means of a merger of an indirect, wholly owned subsidiary of the Company with and into Performance Bridge, with Performance Bridge surviving the merger as an indirect, wholly owned subsidiary of the Company. The Company paid initial consideration of $5,158 and the Company may pay up to an additional $5,000 in contingent earnout amounts if Performance Bridge achieves certain revenue milestones in its 2018 fiscal year. The initial consideration was comprised of $1,220 paid in cash, which is subject to adjustment based on a final calculation of Performance Bridge’s net assets at closing and $3,938 paid by the issuance of a total of 349,072 shares of the Company’s common stock based on the Company’s closing stock price on August 21, 2018. A portion of the initial consideration, consisting of $120 in cash and 34,335 shares of common stock, was deposited into a third-party escrow account at closing and will be held in such account until August 21, 2020, to secure certain indemnification and other obligations of the former stockholder of Performance Bridge. The additional earnout consideration (if earned) will be comprised of 20% cash and 80% shares of the Company’s common stock. The Company has incurred $46 in transaction and integration-related costs relating to this acquisition, which have been expensed as incurred and are included in general and administrative expenses in the accompanying statements of operations and comprehensive loss for the three and nine months ended September 30, 2018. The acquisition of Performance Bridge has expanded the Company’s media agency offerings of comprehensive podcast solutions. The following table summarizes the preliminary fair value of purchase price consideration to acquire Performance Bridge: Estimated Purchase Price Amount Cash consideration at closing $ 1,220 Equity consideration at closing 3,938 Contingent consideration 3,840 Estimated purchase price $ 8,998 The following is a preliminary allocation of the purchase price as of the August 21, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Preliminary purchase price allocation: Cash $ 2,283 Accounts receivable 3,551 Prepaid and other current assets 23 Property and equipment 43 Accounts payable (1,402 ) Accrued expenses and other current liabilities (4,337 ) Accrued compensation (42 ) Identifiable net assets acquired $ 119 Intangibles and goodwill 8,879 Total purchase price $ 8,998 Acquisition of Wazee Digital, Inc. On August 31, 2018, the Company acquired all of the outstanding capital stock of Wazee Digital by means of a merger of a wholly owned subsidiary of the Company with and into Wazee Digital, with Wazee Digital surviving the merger as a wholly owned subsidiary of the Company. The Company paid an aggregate purchase price of $14,279, comprised of $7,423 paid in cash and $6,856 paid by the issuance of a total of 491,157 shares of the Company’s common stock based on the Company’s closing stock price on August 31, 2018. A portion of the consideration, consisting of $925 in cash and 60,576 shares of common stock, was deposited into a third-party escrow account at closing and will be held in such account until August 31, 2020 (subject to partial release after six months following the closing), to secure certain indemnification and other obligations of the former stockholders of Wazee Digital. The Company has incurred $1,942 in transaction and integration-related costs relating to this acquisition, which have been expensed as incurred and are included in general and administrative expenses in the accompanying statements of operations and comprehensive loss for the three and nine months ended September 30, 2018. The acquisition of Wazee Digital has expanded the Company’s offerings to include digital content management and licensing solutions. The following table summarizes the fair value of purchase price consideration to acquire Wazee Digital: Acquisition Consideration Amount Cash consideration at closing $ 7,423 Equity consideration at closing 6,856 Total $ 14,279 The following is a preliminary allocation of the purchase price as of the August 31, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Preliminary purchase price allocation: Cash $ 975 Accounts receivable 2,134 Prepaid and other current assets 452 Property and equipment 292 Acquired intangible assets 249 Accounts payable (826 ) Accrued expenses and other current liabilities (3,354 ) Accrued compensation (1,194 ) Other long-term liabilities (1,312 ) Identifiable net assets acquired $ (2,584 ) Intangibles and goodwill 16,863 Total purchase price $ 14,279 Acquisition of Machine Box, Inc. On September 6, 2018, the Company acquired all of the outstanding capital stock of Machine Box, Inc. (“Machine Box”) by means of a merger of a wholly owned subsidiary of the Company with and into Machine Box, with Machine Box surviving the merger as a wholly owned subsidiary of the Company. The Company paid initial consideration of $1,473, and the Company may pay up to an additional $3,000 in contingent amounts if Machine Box achieves certain technical development and integration milestones within 12 months after the closing of the acquisition. The initial consideration was comprised of $412 paid in cash and $1,061 paid by issuance of a total of 128,300 shares of the Company’s common stock, based on the Company’s closing stock price on September 6, 2018, of which $80 in cash and 26,981 shares of common stock were held back from payment and issuance by the Company until September 6, 2020, to secure certain indemnification and other obligations of the former stockholders of Machine Box. The additional contingent payments (if earned) will be comprised of 20% cash and 80% shares of the Company’s common stock. The preliminary fair value of the contingent amount totaled $2,880 and is treated as compensation expense for post-combination services in accordance with the guidance in Accounting Standards Codification (“ASC”) 805, Business Combinations, The Company has incurred $32 in transaction and integration-related costs relating to this acquisition, which have been expensed as incurred and are included in general and administrative expenses in the accompanying statements of operations and comprehensive loss for the three and nine months ended September 30, 2018. Machine Box is a developer of state-of-the-art machine learning technologies, which will enhance the Company’s aiWARE platform capabilities. The following table summarizes the preliminary fair value of purchase price consideration to acquire Machine Box: Acquisition Consideration Amount Cash consideration at closing $ 412 Equity consideration at closing 1,061 Total $ 1,473 The following is a preliminary allocation of the purchase price as of the September 6, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Preliminary purchase price allocation: Cash $ 12 Accrued expenses (400 ) Identifiable net liabilities assumed $ (388 ) Intangibles and goodwill 1,861 Total purchase price $ 1,473 Assumptions in the Allocations of Purchase Price Management prepared the purchase price allocations for the acquired businesses, and in doing so considered or relied in part upon a report of a third party valuation expert to calculate the fair value of certain acquired assets and liabilities of each acquired business, which would primarily included identifiable intangible assets and the contingent earn-out amounts. Determining the fair value of assets and liabilities requires management to make significant estimates and assumptions which are preliminary and subject to change upon finalization of the valuation analysis. The goodwill recognized is the excess of the purchase price over the fair value of net assets acquired. Certain liabilities and deferred taxes included in the purchase price allocations are based on management's best estimates of the amounts to be paid or settled and based on information available at the time the purchase price allocations were prepared. Updates to and/or completion of the valuations of certain assets acquired and liabilities assumed and the Company’s evaluation of certain income tax positions may result in changes to the recorded amounts of assets and liabilities, with corresponding adjustments to goodwill amounts in subsequent periods. Based on the preliminary purchase price allocations for the acquisitions of Performance Bridge, Wazee Digital and Machine Box, the Company has recorded goodwill of $8,879, $16,863 and $1,861, respectively. As of the date of this filing, management has not completed the detailed valuation studies necessary to determine the fair values of identifiable intangible assets acquired and residual goodwill. Accordingly, the total excess of the consideration transferred over the net assets acquired has been recorded as goodwill and is subject to further adjustment. The Company does not expect to deduct any of the acquired goodwill for tax purposes. The Company expects to complete these valuations and evaluations and finalize the purchase price allocations within 12 months of the applicable acquisition date. The Company expects to continue to obtain information to assist in determining the fair values of the net assets acquired during the measurement period. In connection with the businesses acquired, the Company has assumed general liabilities related to contractual obligations which are included in accrued expenses and other current liabilities in the purchase price allocations above. Supplemental Pro Forma Information The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisition of Wazee Digital had occurred at the beginning of fiscal year 2017: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Net revenues - pro forma combined $ 11,918 $ 8,546 $ 29,221 $ 25,394 Net loss - pro forma combined (15,792 ) (19,803 ) (42,873 ) (48,114 ) Accretion of redeemable convertible preferred stock — — — (4,470 ) Net loss attributable to common stockholders - pro forma combined $ (15,792 ) $ (19,803 ) $ (42,873 ) $ (52,584 ) The pro forma combined financial information is presented for illustrative purposes only and is not necessarily indicative of the consolidated results of operations of the consolidated business had the acquisition of Wazee Digital actually occurred at the beginning of fiscal year 2017 or of the results of future operations of the consolidated business. The unaudited pro forma financial information does not reflect any operating efficiencies and cost savings that may be realized from the integration of the acquisition in the Company's unaudited consolidated statements of operations. Acquisition-related costs of $2.0 million are included in the net loss attributable to common stockholders for the three and nine months ended September 30, 2018. As of the date of this filing, management has not completed the detailed valuation studies necessary to determine the fair values of intangible assets acquired. Accordingly, the Company did not adjust the pro forma combined financial information presented above for amortization of intangible assets acquired. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 4. NET LOSS PER SHARE The following table presents the computation of basic and diluted net loss per share attributable to common stockholders: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Numerator Net loss $ (15,941 ) $ (19,369 ) $ (43,319 ) $ (46,811 ) Accretion of redeemable convertible preferred stock — — — (4,470 ) Net loss attributable to common stockholders $ (15,941 ) $ (19,369 ) $ (43,319 ) $ (51,281 ) Denominator Weighted-average common shares outstanding 18,710,064 14,936,809 17,128,380 8,820,609 Less: Weighted-average shares subject to repurchase (98,235 ) (153,443 ) (120,530 ) (180,431 ) Denominator for basic and diluted net loss per share attributable to common stockholders 18,611,829 14,783,366 17,007,850 8,640,178 Basic and diluted net loss per share attributable to common stockholders $ (0.86 ) $ (1.31 ) $ (2.55 ) $ (5.94 ) Potentially dilutive securities that were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive were as follows (in common equivalent shares): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Common stock options and restricted stock units 11,290,470 4,432,611 7,654,557 2,636,548 Warrants to purchase common stock 1,297,151 1,524,579 1,211,025 987,200 12,587,621 5,957,190 8,865,582 3,623,748 |
Significant Customers And Conce
Significant Customers And Concentrations Of Credit Risk | 9 Months Ended |
Sep. 30, 2018 | |
Text Block [Abstract] | |
Significant Customers And Concentrations Of Credit Risk | NOTE 5. SIGNIFICANT CUSTOMERS AND CONCENTRATIONS OF CREDIT RISK The Company’s ten largest customers by revenue accounted for approximately 44.3% and 44.1% of its net revenues in the three and nine months ended September 30, 2018, respectively. The Company’s ten largest customers by revenue accounted for approximately 69.5% and 66.0% of its net revenues in the three and nine months ended September 30, 2017, respectively. The Company is potentially subject to concentrations of credit risk through its financial instruments, which consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company limits its exposure to credit loss by placing its cash with high credit quality financial institutions. At times, such deposits may be in excess of insured limits. The Company has not experienced any losses on its deposits of cash and cash equivalents. The Company typically invests in highly-rated securities, and its investment policy generally limits the amounts that may be invested with any one issuer. The policy generally requires investments to be investment grade, with the primary objective of minimizing the potential risk of principal loss. |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
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, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, 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. The Company classifies its financial instruments within Level 1 or Level 2 of the fair value hierarchy on the basis of valuations using quoted market prices or alternate pricing sources and models utilizing market observable inputs, respectively. The Company’s money market funds are valued based on quoted prices for the specific securities in an active market and are therefore classified as Level 1. The Company’s government securities, commercial paper and corporate debt securities are valued on the basis of valuations provided by third-party pricing services, as derived from such services’ pricing models. As of September 30, 2018, the Company has not made any adjustments to the prices obtained from its third-party pricing providers. Cash and Cash Equivalents and Marketable Securities The Company’s money market funds and marketable securities are categorized as Level 1 and 2, respectively, within the fair value hierarchy. The following table shows the cost, gross unrealized losses and fair value, with a breakdown by significant investment category, of the Company’s cash and cash equivalents and marketable securities as of September 30, 2018: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 16,669 $ — $ 16,669 $ 16,669 $ — Level 1: Money market funds 29,458 — 29,458 29,458 — Level 2: U.S. government securities 3,501 (7 ) 3,494 — 3,494 Corporate debt securities 15,137 (73 ) 15,064 — 15,064 Subtotal 18,638 (80 ) 18,558 — 18,558 Total $ 64,765 $ (80 ) $ 64,685 $ 46,127 $ 18,558 As of December 31, 2017, the Company’s cash and cash equivalents and marketable securities balances were as follows: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 8,925 $ — $ 8,925 $ 8,925 $ — Level 1: Money market funds 20,620 — 20,620 20,620 — Level 2: U.S. government securities 4,505 (17 ) 4,488 — 4,488 Commercial paper 4,959 (5 ) 4,954 — 4,954 Corporate debt securities 30,268 (112 ) 30,156 — 30,156 Subtotal 39,732 (134 ) 39,598 — 39,598 Total $ 69,277 $ (134 ) $ 69,143 $ 29,545 $ 39,598 The following tables show information about the Company’s marketable securities that have been in a continuous unrealized loss position for less than 12 months and for 12 months or greater as of September 30, 2018 and December 31, 2017: September 30, 2018 Continuous Unrealized Losses Less than 12 Months 12 Months or Greater Total Fair value of marketable securities $ 1,987 $ 15,571 $ 17,558 Unrealized losses $ (10 ) $ (71 ) $ (81 ) December 31, 2017 Continuous Unrealized Losses Less than 12 Months 12 Months or Greater Total Fair value of marketable securities $ 39,576 $ — $ 39,576 Unrealized losses $ (134 ) $ — $ (134 ) The Company may sell certain of its marketable securities prior to their stated maturities for strategic reasons including, but not limited to, anticipation of credit deterioration and duration management. All of the Company’s marketable securities were due within one year of September 30, 2018. The Company typically invests in highly rated securities and generally limits the amount of credit exposure to any one issuer. The Company generally requires securities to be investment grade and its primary objective is minimizing the potential risk of principal loss. When evaluating an investment for other-than-temporary impairment, the Company reviews factors such as the length of time and extent to which fair value has been below its cost basis, the financial condition of the issuer and any changes thereto, changes in market interest rates and the Company’s intent to sell, or whether it is more likely than not it will be required to sell the investment before recovery of the investment’s cost basis. As of September 30, 2018, the Company considered the declines in market value of its marketable securities to be temporary in nature and does not consider any of its investments to be other-than-temporarily impaired. Stock Warrants All of the Company’s outstanding stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using either a probability weighted expected return 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. In 2016, in connection with the Investment Agreement between the Company and Acacia Research Corporation (“Acacia”) and the convertible secured promissory note issued by the Company to Acacia (the “Acacia Note”), the Company issued three four-year warrants, each to purchase 51,437 shares of the Company’s common stock (the “Acacia Note Warrants”) and a five-year warrant (the “Primary Warrant”). In March 2017, each of the Primary Warrant and the Acacia Note Warrants was amended to provide that the exercise price thereof is equal to the lower of $13.6088 or the Company’s initial public offering (“IPO”) price per share (which was $15.00). In May 2017, upon the exercise of the Primary Warrant, the Company issued to Acacia a five-year warrant to purchase 809,400 shares of the Company’s common stock (the “10% Warrant”) at an exercise price of $13.6088. At issuance date, the fair value of the 10% Warrant under Level 3 measurement was $5,790. The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the Company’s 10% Warrant: May 17, 2017 Volatility 70 % Risk-free rate 1.44 % Discount for lack of marketability 0 % In April 2018, in connection with the advisory agreement between the Company and a financial advisory firm, the Company issued such firm a five-year warrant to purchase up to 20,000 shares of the Company’s common stock (“April 2018 Warrant”). The April 2018 Warrant was fully vested and exercisable upon issuance and has an exercise price of $11.73 per share. The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the April 2018 Warrant: April 6, 2018 Volatility 70 % Risk-free rate 2.58 % Term 5 years The following table represents a roll-forward of the fair value of the April 2018 Warrant, which was recorded within other accrued liabilities in the accompanying condensed consolidated balance sheet during the nine months ended September 30, 2018: Balance, December 31, 2017 $ — Issuance of warrant 207 Change in fair value (93 ) Balance, September 30, 2018 $ 114 As of September 30, 2018, the total fair value of the April 2018 Warrant decreased by $93 to $114. The expense relating to the April 2018 Warrant has been recorded to general and administrative expense in the Company’s consolidated statement of operations and the adjustment to its fair value was recorded to comprehensive loss for the three and nine months ended September 30, 2018. There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the nine months ended September 30, 2018. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 7. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill Goodwill arises from the acquisition method of accounting for business combinations and represents the excess of the purchase price over the fair value of the net assets and other identifiable intangible assets acquired. The fair values of net tangible assets and intangible assets acquired are based upon preliminary valuations and the Company's estimates and assumptions are subject to change within the measurement period (potentially up to one year from the acquisition date). The initial fair value measurement of identifiable intangible assets acquired in 2018 has not been completed as of the date of this filing and all of the excess of purchase price over the fair value of net assets acquired has been recorded as goodwill. The following table presents the changes in the carrying amount of goodwill: Carrying Amount Balance as of December 31, 2017 $ 139 Acquisitions 27,603 Adjustments (134 ) Balance as of September 30, 2018 $ 27,608 Intangible Assets Intangible assets, net consisted of the following: As of September 30, December 31, 2018 2017 Acquired software and technology $ 4,208 $ 3,004 Capitalized software 402 471 Other 279 30 4,889 3,505 Less: accumulated amortization (1,916 ) (351 ) Intangible assets, net $ 2,973 $ 3,154 These definite-lived assets are being amortized over a period of three years. During the three and nine months ended September 30, 2018, the Company recorded amortization expense related to these definite-lived assets of $291 and $905, respectively. During the three and nine months ended September 30, 2017, the Company recorded amortization expense related to these definite-lived assets of $48 and $144, respectively. The following table presents future amortization of the Company’s definite-lived intangible assets at September 30, 2018: As of September 30, 2018 2018 (3 months) $ 317 2019 1,337 2020 1,194 2021 125 Total $ 2,973 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Financial Statements Details | NOTE 8. CONSOLIDATED FINANCIAL STATEMENTS DETAILS Consolidated Balance Sheets Details Property, equipment and improvements, net consisted of the following: As of September 30, December 31, 2018 2017 Property and equipment $ 1,921 $ 378 Leasehold improvements 2,798 27 Construction in progress — 435 4,719 840 Less: accumulated depreciation (612 ) (160 ) Property, equipment and improvements, net $ 4,107 $ 680 The construction in progress balance at December 31, 2017 consisted primarily of expenditures related to the build out of office space at the Company’s headquarters, which was completed in March 2018. Depreciation expense was $236 and $451 for the three and nine months ended September 30, 2018, respectively. Depreciation expense was $9 and $32 for the three and nine months ended September 30, 2017, respectively. Other accrued liabilities were comprised of the following: As of September 30, December 31, 2018 2017 Accrued acquisition earnout $ 3,909 $ — Accrued compensation and benefits 2,610 3,117 Royalties 2,036 — Other 1,686 1,325 Total $ 10,241 $ 4,442 Consolidated Statement of Operations and Comprehensive Loss Details Net revenues for the periods presented were comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Media Agency $ 4,730 $ 3,288 $ 11,159 $ 9,926 AI and Digital Content Solutions 1,406 431 3,533 988 Digital Media Services 1,409 — 1,409 — Total net revenues $ 7,545 $ 3,719 $ 16,101 $ 10,914 During the three and nine months ended September 30, 2018, the Company made $42,087 and $102,959, respectively, in gross media placements, of which $34,521 and $86,416, respectively, were billed directly to clients. Of the amounts billed directly to clients, $30,225 and $75,690 represented media-related costs netted against billings during the three and nine months ended September 30, 2018, respectively. During the three and nine months ended September 30, 2017, the Company made $30,270 and $87,756, respectively, in gross media placements, of which $26,510 and $74,717, respectively, were billed directly to clients. Of the amounts billed directly to clients, $23,222 and $64,791 represented media-related costs netted against billings during the three and nine months ended September 30, 2017, respectively. Other income (expense), net for the periods presented were comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Interest income (expense), net $ 246 $ 36 $ 596 $ (4,198 ) Stock warrants issued — — — (5,790 ) Write-off of deferred debt discounts and issuance costs — — — (10,132 ) Gain on fair value change of warrant liability 108 — 93 7,114 Other (25 ) 52 (44 ) 134 Other income (expense), net $ 329 $ 88 $ 645 $ (12,872 ) Interest expense for the nine months ended September 30, 2017 included amortization of deferred debt discounts and issuance costs related to the Company’s convertible notes payable of |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9. COMMITMENTS AND CONTINGENCIES Employment Agreements In March 2017, the Company entered into a three-year employment agreement with Chad Steelberg, the Company’s Chief Executive Officer, pursuant to which the Company paid Mr. Steelberg’s salary by issuance of common stock at the end of each calendar quarter during the term of the agreement (following March 31, 2017). The number of shares of common stock issued at the end of each quarter was determined by dividing $125 by the fair market value (as defined in the agreement) of the Company’s common stock. In March 2018, the Compensation Committee of the Company’s Board of Directors and Mr. Steelberg agreed to amend the compensation terms of his employment agreement to provide that Mr. Steelberg will earn a base salary of $250 payable in cash, and Mr. Steelberg’s compensation no longer includes the issuance of common stock each quarter. 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 | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock Issuances In the third quarter of 2018, the Company issued a total of 941,548 shares of its common stock in connection with its acquisitions of Performance Bridge, Wazee Digital and Machine Box. See Note 3 above for additional information. Common Stock Offerings In June 2018, the Company completed an offering of its common stock. In connection with the offering, the Company sold an aggregate of 1,955,000 shares of common stock (which included the full exercise of the underwriters’ option to purchase additional shares) at $18.00 per share, for aggregate net proceeds of approximately $32,780 after deducting underwriting discounts and commissions and offering costs of approximately $2,300. In November 2017, the Company completed an offering of its common stock. In connection with the offering, the Company sold an aggregate of 1,121,250 shares of common stock (which included the full exercise of the underwriters’ option to purchase additional shares) at $23.00 per share, for aggregate net proceeds of approximately $23,789 after deducting underwriting discounts and commissions and offering costs of approximately $2,000. In May 2017, the Company completed its IPO of 2,500,000 shares of its common stock at a price to the public of $15.00 per share, pursuant to which the Company raised net proceeds of approximately $32,600, after deducting underwriting discounts and commissions and offering costs of approximately $4,900. Upon the completion of the IPO in May 2017, the outstanding $20,000 of principal and all accrued interest under the Acacia Note were converted into 1,523,746 shares of the Company’s common stock at a conversion price per share of $13.6088, and the Acacia Note Warrants became exercisable to purchase an aggregate of 154,311 shares of common stock at an exercise price per share of $13.6088. In addition, the Primary Warrant was automatically exercised in full at an exercise price per share of $13.6088, and the Company issued to Acacia 2,150,335 shares of common stock in exchange for cash proceeds of $29,263. The $8,000 of principal and all accrued interest outstanding under the Company’s $8,000 line of credit were automatically converted into an aggregate of 590,717 shares of common stock at a conversion price per share of $13.6088. In addition, all of the outstanding shares of Series A and Series B preferred stock were converted into an aggregate of 2,922,978 shares and 2,309,135 shares, respectively, of the Company’s common stock. Common Stock Warrants As of September 30, 2018 and December 31, 2017, the Company had outstanding warrants to purchase an aggregate of 1,297,151 and 1,524,573 shares of the Company’s common stock, respectively. In June 2018, a warrant to purchase 247,422 shares of the Company’s common stock, the vesting of which was conditioned upon achievement of certain performance goals under a sales agreement, was cancelled in connection with the termination of such agreement. |
Stock Plans
Stock Plans | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | NOTE 11. STOCK PLANS 2018 Performance-Based Stock Incentive Plan In June 2018, the Company’s stockholders approved the Company’s 2018 Performance-Based Stock Incentive Plan (the “2018 Plan”), and approved grants of performance-based nonstatutory stock options (each, a “Performance Option”) to the Company’s Chief Executive Officer (the “CEO Award”) and President (the “President Award”), under the 2018 Plan. In May 2018, the CEO Award and the President Award had been approved by a special committee of the Board of Directors of the Company (the “Special Committee”), and the 2018 Plan had been approved by the Company’s Board of Directors, subject to stockholder approval. The 2018 Plan allows the Company to grant Performance Options to its executive officers and other employees as an incentive for them to remain in service with the Company and to further align their interests with the interests of the Company’s stockholders. A total of 4,200,000 shares of the Company’s common stock have been authorized for issuance under the 2018 Plan. The numbers of shares underlying the CEO Award and the President Award are 1,809,900 and 1,357,425, respectively. All Performance Options granted under the 2018 Plan will become exercisable in three equal tranches based on the achievement of specific market price goals for the Company’s common stock. For each tranche to become exercisable, the closing price per share of the Company’s common stock must meet or exceed the applicable stock price goal for a period of 30 consecutive trading days; this is referred to below as the Attainment Date. The exercise price of each of the CEO Award and the President Award is $21.25 per share, which was the closing market price of the Company’s common stock on the Nasdaq Global Market on May 4, 2018, the last trading day prior to the date on which the Special Committee approved such awards (which was not a trading day). Each Performance Option will have a term of ten years following the grant date, subject to earlier termination in the case of cessation of the awardee’s continued service with the Company, as further described in the 2018 Plan. The Company valued the CEO Award and the President Award using a Monte Carlo simulation model. The grant date of such awards for accounting purposes was June 29, 2018, the date that was such awards were approved by the Company’s stockholders. The following assumptions were used in the Monte Carlo simulation model for computing the grant date fair values of the CEO Award and the President Award: Grant date stock price $ 16.82 Dividend yield — % Risk-free interest rate 2.85 % Estimated volatility 73.00 % The fair value per share was determined for each of the three equal tranches of each award and is presented in the table below: Tranche 1 $ 9.22 Tranche 2 $ 10.05 Tranche 3 $ 9.50 The total fair value of such awards is $30,375 and is being recorded as stock-based compensation expense over the derived service periods. At September 30, 2018, the Company had stock-based awards outstanding under the following plans: the 2014 Stock Option/Stock Issuance Plan (the “2014 Plan”), the 2017 Stock Incentive Plan (the “2017 Plan”) and the 2018 Plan. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 for a summary of the 2014 Plan and 2017 Plan. There have been no material changes to the terms of the Company’s 2014 Plan and 2017 Plan during the nine months ended September 30, 2018. Stock-Based Compensation The Company’s stock-based compensation expense recognized for the periods presented was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Stock-based compensation expense by type of award: Restricted stock units $ 130 $ 178 $ 277 $ 629 Restricted stock awards 59 125 412 250 Performance-based stock options 1,846 — 1,900 — Stock options 2,575 11,381 6,857 12,708 Employee stock purchase plan 228 24 517 24 Total $ 4,838 $ 11,708 $ 9,963 $ 13,611 Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 246 $ 100 $ 814 $ 276 Research and development 596 157 1,103 261 General and administrative 3,996 11,451 8,046 13,074 $ 4,838 $ 11,708 $ 9,963 $ 13,611 Restricted Stock The Company’s restricted stock activity for the nine months ended September 30, 2018 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2017 147,456 $ 6.30 Forfeited (1,975 ) $ 7.50 Vested (54,801 ) $ 5.27 Unvested at September 30, 2018 90,680 $ 6.90 At September 30, 2018, total unrecognized compensation cost related to restricted stock was $533, which is expected to be recognized over a weighted average period of 1.7 years. Restricted Stock Units The Company’s restricted stock unit activity for the nine months ended September 30, 2018 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2017 35,576 $ 14.76 Granted 56,366 $ 14.80 Forfeited (8,918 ) $ 16.82 Vested (41,144 ) $ 14.75 Unvested at September 30, 2018 41,880 $ 14.38 As of September 30, 2018, total unrecognized compensation cost related to restricted stock units was $435, which is expected to be recognized over a weighted average period of 0.8 years. Performance-Based Stock Options The activity related to performance-based stock options granted under the Company’s 2018 Plan for the nine months ended September 30, 2018 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2017 — $ — — $ — Granted 3,167,325 $ 21.25 Outstanding at September 30, 2018 3,167,325 $ 21.25 9.61 years $ — Exercisable at September 30, 2018 — $ — — $ — The weighted average grant date fair value of performance-based stock options granted under the 2018 Plan during the nine months ended September 30, 2018 was $9.59 per share. No performance-based stock options vested during the nine months ended September 30, 2018. At September 30, 2018, total unrecognized compensation expense related to performance-based stock options was $28,434 and is expected to be recognized over a weighted average period of 4.1 years. Stock Options The activity related to stock options granted under the Company’s 2014 Plan and 2017 Plan for the nine months ended September 30, 2018 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2017 4,802,594 $ 13.89 9.17 years $ 44,974 Granted 895,591 $ 14.22 Exercised (146,513 ) $ 3.69 Forfeited (425,767 ) $ 16.88 Expired (5,750 ) $ 14.32 Outstanding at September 30, 2018 5,120,155 $ 13.99 8.67 years $ 3,240 Exercisable at September 30, 2018 2,503,062 $ 13.26 8.33 years $ 2,791 The aggregate intrinsic values in the table above represents 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 options. The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2018 and 2017 was $7.90 and $8.72 per share, respectively. The aggregate intrinsic value of the options exercised during the nine months ended September 30, 2018 and 2017 was $1,964 and $32, respectively. The total grant date fair value of stock options vested during the nine months ended September 30, 2018 and 2017 was $6,711 and $11,451, respectively. At September 30, 2018, total unrecognized compensation expense related to stock options was $20,831 and is expected to be recognized over a weighted average period of 2.5 years. Employee Stock Purchase Plan On July 31, 2018, a total of 44,842 shares of common stock were purchased under the Company’s Employee Stock Purchase Plan. As of September 30, 2018, accrued employee contributions for future purchases under the Employee Stock Purchase Plan totaled $200. |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | Basis of Presentation and Preparation 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 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, 2017, filed with the SEC on March 9, 2018. Interim results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2018. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal and recurring, necessary to fairly state its 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 nine-month periods presented are unaudited. The December 31, 2017 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. |
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 revenue recognition, allowance for doubtful accounts, the valuation of stock awards and stock warrants, and the allocation of net assets acquired from business acquisitions as well as contingent consideration, where applicable. Actual results could differ from those estimates. |
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, 2017, other than the Company’s adoption of Accounting Standards Update (“ASU”) No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Reclassifications | Reclassifications Certain reclassifications have been made to prior year amounts for consistency and to enhance comparability with the current year’s financial statements presentation. There was no impact on total assets, total stockholders’ equity, accumulated deficit, or net loss resulting from these reclassifications. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements Beginning in the first quarter of 2018, the Company adopted ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Performance Bridge [Member] | |
Summary of Preliminary Fair Value of Purchase Price Consideration | The following table summarizes the preliminary fair value of purchase price consideration to acquire Performance Bridge: Estimated Purchase Price Amount Cash consideration at closing $ 1,220 Equity consideration at closing 3,938 Contingent consideration 3,840 Estimated purchase price $ 8,998 |
Purchase Price Allocation Based Upon Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed | The following is a preliminary allocation of the purchase price as of the August 21, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Preliminary purchase price allocation: Cash $ 2,283 Accounts receivable 3,551 Prepaid and other current assets 23 Property and equipment 43 Accounts payable (1,402 ) Accrued expenses and other current liabilities (4,337 ) Accrued compensation (42 ) Identifiable net assets acquired $ 119 Intangibles and goodwill 8,879 Total purchase price $ 8,998 |
Wazee Digital Inc [Member] | |
Summary of Preliminary Fair Value of Purchase Price Consideration | The following table summarizes the fair value of purchase price consideration to acquire Wazee Digital: Acquisition Consideration Amount Cash consideration at closing $ 7,423 Equity consideration at closing 6,856 Total $ 14,279 |
Purchase Price Allocation Based Upon Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed | The following is a preliminary allocation of the purchase price as of the August 31, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Preliminary purchase price allocation: Cash $ 975 Accounts receivable 2,134 Prepaid and other current assets 452 Property and equipment 292 Acquired intangible assets 249 Accounts payable (826 ) Accrued expenses and other current liabilities (3,354 ) Accrued compensation (1,194 ) Other long-term liabilities (1,312 ) Identifiable net assets acquired $ (2,584 ) Intangibles and goodwill 16,863 Total purchase price $ 14,279 |
Summary of Unaudited Pro Forma Combined Financial Information | The following table presents unaudited pro forma combined financial information for each of the periods presented, as if the acquisition of Wazee Digital had occurred at the beginning of fiscal year 2017: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Net revenues - pro forma combined $ 11,918 $ 8,546 $ 29,221 $ 25,394 Net loss - pro forma combined (15,792 ) (19,803 ) (42,873 ) (48,114 ) Accretion of redeemable convertible preferred stock — — — (4,470 ) Net loss attributable to common stockholders - pro forma combined $ (15,792 ) $ (19,803 ) $ (42,873 ) $ (52,584 ) |
Machine Box, Inc. [Member] | |
Summary of Preliminary Fair Value of Purchase Price Consideration | The following table summarizes the preliminary fair value of purchase price consideration to acquire Machine Box: Acquisition Consideration Amount Cash consideration at closing $ 412 Equity consideration at closing 1,061 Total $ 1,473 |
Purchase Price Allocation Based Upon Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed | The following is a preliminary allocation of the purchase price as of the September 6, 2018 closing date under the acquisition method of accounting. The purchase price allocation is based upon a preliminary estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition: Description Amount Preliminary purchase price allocation: Cash $ 12 Accrued expenses (400 ) Identifiable net liabilities assumed $ (388 ) Intangibles and goodwill 1,861 Total purchase price $ 1,473 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
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 attributable to common stockholders: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Numerator Net loss $ (15,941 ) $ (19,369 ) $ (43,319 ) $ (46,811 ) Accretion of redeemable convertible preferred stock — — — (4,470 ) Net loss attributable to common stockholders $ (15,941 ) $ (19,369 ) $ (43,319 ) $ (51,281 ) Denominator Weighted-average common shares outstanding 18,710,064 14,936,809 17,128,380 8,820,609 Less: Weighted-average shares subject to repurchase (98,235 ) (153,443 ) (120,530 ) (180,431 ) Denominator for basic and diluted net loss per share attributable to common stockholders 18,611,829 14,783,366 17,007,850 8,640,178 Basic and diluted net loss per share attributable to common stockholders $ (0.86 ) $ (1.31 ) $ (2.55 ) $ (5.94 ) |
Effect of Anti-dilutive Securities | Potentially dilutive securities that were not included in the calculation of diluted net loss per share attributable to common stockholders because their effect would be anti-dilutive were as follows (in common equivalent shares): Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Common stock options and restricted stock units 11,290,470 4,432,611 7,654,557 2,636,548 Warrants to purchase common stock 1,297,151 1,524,579 1,211,025 987,200 12,587,621 5,957,190 8,865,582 3,623,748 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Schedule of Cash and Available-For-Sale Securities' Cost, Gross Unrealized Losses and Fair Value by Significant Investment Category | The following table shows the cost, gross unrealized losses and fair value, with a breakdown by significant investment category, of the Company’s cash and cash equivalents and marketable securities as of September 30, 2018: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 16,669 $ — $ 16,669 $ 16,669 $ — Level 1: Money market funds 29,458 — 29,458 29,458 — Level 2: U.S. government securities 3,501 (7 ) 3,494 — 3,494 Corporate debt securities 15,137 (73 ) 15,064 — 15,064 Subtotal 18,638 (80 ) 18,558 — 18,558 Total $ 64,765 $ (80 ) $ 64,685 $ 46,127 $ 18,558 As of December 31, 2017, the Company’s cash and cash equivalents and marketable securities balances were as follows: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 8,925 $ — $ 8,925 $ 8,925 $ — Level 1: Money market funds 20,620 — 20,620 20,620 — Level 2: U.S. government securities 4,505 (17 ) 4,488 — 4,488 Commercial paper 4,959 (5 ) 4,954 — 4,954 Corporate debt securities 30,268 (112 ) 30,156 — 30,156 Subtotal 39,732 (134 ) 39,598 — 39,598 Total $ 69,277 $ (134 ) $ 69,143 $ 29,545 $ 39,598 |
Schedule of Marketable Securities That Have Been in Continuous Unrealized Loss Position for Less than 12 months and for 12 months or Greater | The following tables show information about the Company’s marketable securities that have been in a continuous unrealized loss position for less than 12 months and for 12 months or greater as of September 30, 2018 and December 31, 2017: September 30, 2018 Continuous Unrealized Losses Less than 12 Months 12 Months or Greater Total Fair value of marketable securities $ 1,987 $ 15,571 $ 17,558 Unrealized losses $ (10 ) $ (71 ) $ (81 ) December 31, 2017 Continuous Unrealized Losses Less than 12 Months 12 Months or Greater Total Fair value of marketable securities $ 39,576 $ — $ 39,576 Unrealized losses $ (134 ) $ — $ (134 ) |
Reconciliation of Level 3 Measurement of Company's April 2018 Warrant | The following table represents a roll-forward of the fair value of the April 2018 Warrant, which was recorded within other accrued liabilities in the accompanying condensed consolidated balance sheet during the nine months ended September 30, 2018: Balance, December 31, 2017 $ — Issuance of warrant 207 Change in fair value (93 ) Balance, September 30, 2018 $ 114 |
10% Warrant [Member] | |
Summary of Quantitative Information with Respect to Significant Unobservable Inputs | The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the Company’s 10% Warrant: May 17, 2017 Volatility 70 % Risk-free rate 1.44 % Discount for lack of marketability 0 % |
April 2018 Warrant [Member] | |
Summary of Quantitative Information with Respect to Significant Unobservable Inputs | The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the April 2018 Warrant: April 6, 2018 Volatility 70 % Risk-free rate 2.58 % Term 5 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Carrying Amount of Goodwill | The following table presents the changes in the carrying amount of goodwill: Carrying Amount Balance as of December 31, 2017 $ 139 Acquisitions 27,603 Adjustments (134 ) Balance as of September 30, 2018 $ 27,608 |
Summary of Intangible Assets, Net | Intangible assets, net consisted of the following: As of September 30, December 31, 2018 2017 Acquired software and technology $ 4,208 $ 3,004 Capitalized software 402 471 Other 279 30 4,889 3,505 Less: accumulated amortization (1,916 ) (351 ) Intangible assets, net $ 2,973 $ 3,154 |
Summary of Future Estimated Annual Amortization Expense | The following table presents future amortization of the Company’s definite-lived intangible assets at September 30, 2018: As of September 30, 2018 2018 (3 months) $ 317 2019 1,337 2020 1,194 2021 125 Total $ 2,973 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Property Equipment and Improvements, Net | Property, equipment and improvements, net consisted of the following: As of September 30, December 31, 2018 2017 Property and equipment $ 1,921 $ 378 Leasehold improvements 2,798 27 Construction in progress — 435 4,719 840 Less: accumulated depreciation (612 ) (160 ) Property, equipment and improvements, net $ 4,107 $ 680 |
Summary of Other Accrued Liabilities | Other accrued liabilities were comprised of the following: As of September 30, December 31, 2018 2017 Accrued acquisition earnout $ 3,909 $ — Accrued compensation and benefits 2,610 3,117 Royalties 2,036 — Other 1,686 1,325 Total $ 10,241 $ 4,442 |
Summary of Net Revenues | Net revenues for the periods presented were comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Media Agency $ 4,730 $ 3,288 $ 11,159 $ 9,926 AI and Digital Content Solutions 1,406 431 3,533 988 Digital Media Services 1,409 — 1,409 — Total net revenues $ 7,545 $ 3,719 $ 16,101 $ 10,914 |
Schedule of Other Income (Expense), Net | Other income (expense), net for the periods presented were comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Interest income (expense), net $ 246 $ 36 $ 596 $ (4,198 ) Stock warrants issued — — — (5,790 ) Write-off of deferred debt discounts and issuance costs — — — (10,132 ) Gain on fair value change of warrant liability 108 — 93 7,114 Other (25 ) 52 (44 ) 134 Other income (expense), net $ 329 $ 88 $ 645 $ (12,872 ) |
Stock Plans (Tables)
Stock Plans (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Summary of Assumptions Used for Computing Grant Date Fair Values of CEO Award and President Award | The following assumptions were used in the Monte Carlo simulation model for computing the grant date fair values of the CEO Award and the President Award: Grant date stock price $ 16.82 Dividend yield — % Risk-free interest rate 2.85 % Estimated volatility 73.00 % |
Summary of Fair Value Per Share Determined for Each of Three Equal Tranches of Award | The fair value per share was determined for each of the three equal tranches of each award and is presented in the table below: Tranche 1 $ 9.22 Tranche 2 $ 10.05 Tranche 3 $ 9.50 |
Schedule of Stock-based Compensation Expense | The Company’s stock-based compensation expense recognized for the periods presented was as follows: Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Stock-based compensation expense by type of award: Restricted stock units $ 130 $ 178 $ 277 $ 629 Restricted stock awards 59 125 412 250 Performance-based stock options 1,846 — 1,900 — Stock options 2,575 11,381 6,857 12,708 Employee stock purchase plan 228 24 517 24 Total $ 4,838 $ 11,708 $ 9,963 $ 13,611 Three Months Ended Nine Months Ended September 30, September 30, 2018 2017 2018 2017 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 246 $ 100 $ 814 $ 276 Research and development 596 157 1,103 261 General and administrative 3,996 11,451 8,046 13,074 $ 4,838 $ 11,708 $ 9,963 $ 13,611 |
Schedule of Restricted Stock Activity | The Company’s restricted stock activity for the nine months ended September 30, 2018 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2017 147,456 $ 6.30 Forfeited (1,975 ) $ 7.50 Vested (54,801 ) $ 5.27 Unvested at September 30, 2018 90,680 $ 6.90 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the nine months ended September 30, 2018 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2017 35,576 $ 14.76 Granted 56,366 $ 14.80 Forfeited (8,918 ) $ 16.82 Vested (41,144 ) $ 14.75 Unvested at September 30, 2018 41,880 $ 14.38 |
Schedule of Stock Option Activity | The activity related to stock options granted under the Company’s 2014 Plan and 2017 Plan for the nine months ended September 30, 2018 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2017 4,802,594 $ 13.89 9.17 years $ 44,974 Granted 895,591 $ 14.22 Exercised (146,513 ) $ 3.69 Forfeited (425,767 ) $ 16.88 Expired (5,750 ) $ 14.32 Outstanding at September 30, 2018 5,120,155 $ 13.99 8.67 years $ 3,240 Exercisable at September 30, 2018 2,503,062 $ 13.26 8.33 years $ 2,791 |
Performance-based Stock Options [Member] | 2018 Performance- Based Stock Incentive Plan [Member] | |
Schedule of Stock Option Activity | The activity related to performance-based stock options granted under the Company’s 2018 Plan for the nine months ended September 30, 2018 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2017 — $ — — $ — Granted 3,167,325 $ 21.25 Outstanding at September 30, 2018 3,167,325 $ 21.25 9.61 years $ — Exercisable at September 30, 2018 — $ — — $ — |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ in Thousands | Sep. 06, 2018USD ($)Intervalshares | Aug. 31, 2018USD ($)shares | Aug. 21, 2018USD ($)shares | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2017USD ($) |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 27,608 | $ 27,608 | $ 139 | |||
Performance Bridge [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, effective date | Aug. 21, 2018 | |||||
Business acquisition, initial consideration paid | $ 5,158 | |||||
Business acquisition, contingent earn-out | 5,000 | |||||
Business acquisition, initial consideration cash paid | 1,220 | |||||
Business acquisition, cash consideration | $ 1,220 | |||||
Escrow deposit closing, date | Aug. 21, 2020 | |||||
Business acquisition, percentage of consideration paid in cash | 20.00% | |||||
Aggregate purchase price paid | $ 8,998 | |||||
Goodwill | 8,879 | |||||
Performance Bridge [Member] | General and Administrative Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Transaction and integration-related costs relating to acquisition | 46 | 46 | ||||
Performance Bridge [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, shares issued or issuable, value | $ 3,938 | |||||
Business acquisition, shares issued or issuable | shares | 349,072 | |||||
Business acquisition, percentage of consideration paid in shares | 80.00% | |||||
Performance Bridge [Member] | Escrow Deposit [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash consideration | $ 120 | |||||
Performance Bridge [Member] | Escrow Deposit [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, shares issued or issuable | shares | 34,335 | |||||
Wazee Digital Inc [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, effective date | Aug. 31, 2018 | |||||
Business acquisition, cash consideration | $ 7,423 | |||||
Escrow deposit closing, date | Aug. 31, 2020 | |||||
Aggregate purchase price paid | $ 14,279 | |||||
Goodwill | 16,863 | |||||
Wazee Digital Inc [Member] | General and Administrative Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Transaction and integration-related costs relating to acquisition | 1,942 | 1,942 | ||||
Wazee Digital Inc [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, shares issued or issuable, value | $ 6,856 | |||||
Business acquisition, shares issued or issuable | shares | 491,157 | |||||
Wazee Digital Inc [Member] | Escrow Deposit [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash consideration | $ 925 | |||||
Wazee Digital Inc [Member] | Escrow Deposit [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, shares issued or issuable | shares | 60,576 | |||||
Machine Box, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, effective date | Sep. 6, 2018 | |||||
Business acquisition, contingent earn-out | $ 3,000 | |||||
Business acquisition, cash consideration | $ 412 | |||||
Escrow deposit closing, date | Sep. 6, 2020 | |||||
Business acquisition, percentage of consideration paid in cash | 20.00% | |||||
Aggregate purchase price paid | $ 1,473 | |||||
Preliminary fair value of contingent amount | $ 2,880 | |||||
Share Based Compensation Expense Number of Intervals | Interval | 3 | |||||
Goodwill | $ 1,861 | |||||
Machine Box, Inc. [Member] | General and Administrative Expenses [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Transaction and integration-related costs relating to acquisition | 32 | 32 | ||||
Machine Box, Inc. [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, shares issued or issuable, value | $ 1,061 | |||||
Business acquisition, shares issued or issuable | shares | 128,300 | |||||
Business acquisition, percentage of consideration paid in shares | 80.00% | |||||
Machine Box, Inc. [Member] | Escrow Deposit [Member] | Common Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business acquisition, cash consideration | $ 80 | |||||
Business acquisition, indemnification and other obligations, shares issued or issuable | shares | 26,981 | |||||
Performance Bridge and Wazee Digital [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Acquisition-related costs included in net loss attributable to common stockholders | $ 2,000 | $ 2,000 |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Fair Value of Purchase Price Consideration (Detail) - USD ($) $ in Thousands | Sep. 06, 2018 | Aug. 31, 2018 | Aug. 21, 2018 |
Performance Bridge [Member] | |||
Acquisition consideration and estimated purchase price | |||
Cash consideration at closing | $ 1,220 | ||
Equity consideration at closing | 3,938 | ||
Contingent consideration | 3,840 | ||
Acquisition consideration and estimated purchase price | $ 8,998 | ||
Wazee Digital Inc [Member] | |||
Acquisition consideration and estimated purchase price | |||
Cash consideration at closing | $ 7,423 | ||
Equity consideration at closing | 6,856 | ||
Acquisition consideration and estimated purchase price | $ 14,279 | ||
Machine Box, Inc. [Member] | |||
Acquisition consideration and estimated purchase price | |||
Cash consideration at closing | $ 412 | ||
Equity consideration at closing | 1,061 | ||
Acquisition consideration and estimated purchase price | $ 1,473 |
Business Combinations - Purchas
Business Combinations - Purchase Price Allocation Based Upon Preliminary Estimate of Fair Value of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Sep. 06, 2018 | Aug. 31, 2018 | Aug. 21, 2018 |
Performance Bridge [Member] | |||
Preliminary purchase price allocation: | |||
Cash | $ 2,283 | ||
Accounts receivable | 3,551 | ||
Prepaid and other current assets | 23 | ||
Property and equipment | 43 | ||
Accounts payable | (1,402) | ||
Accrued expenses and other current liabilities | (4,337) | ||
Accrued compensation | (42) | ||
Identifiable net assets (liabilities) acquired | 119 | ||
Intangibles and goodwill | 8,879 | ||
Total purchase price | $ 8,998 | ||
Wazee Digital Inc [Member] | |||
Preliminary purchase price allocation: | |||
Cash | $ 975 | ||
Accounts receivable | 2,134 | ||
Prepaid and other current assets | 452 | ||
Property and equipment | 292 | ||
Acquired intangible assets | 249 | ||
Accounts payable | (826) | ||
Accrued expenses and other current liabilities | (3,354) | ||
Accrued compensation | (1,194) | ||
Other long-term liabilities | (1,312) | ||
Identifiable net assets (liabilities) acquired | (2,584) | ||
Intangibles and goodwill | 16,863 | ||
Total purchase price | $ 14,279 | ||
Machine Box, Inc. [Member] | |||
Preliminary purchase price allocation: | |||
Cash | $ 12 | ||
Accrued expenses | (400) | ||
Identifiable net assets (liabilities) acquired | (388) | ||
Intangibles and goodwill | 1,861 | ||
Total purchase price | $ 1,473 |
Business Combinations - Summa_2
Business Combinations - Summary of Unaudited Pro Forma Combined Financial Information for Acquisition (Detail) - Wazee Digital Inc [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Acquisition [Line Items] | ||||
Net revenues - pro forma combined | $ 11,918 | $ 8,546 | $ 29,221 | $ 25,394 |
Net loss - pro forma combined | (15,792) | (19,803) | (42,873) | (48,114) |
Accretion of redeemable convertible preferred stock | (4,470) | |||
Net loss attributable to common stockholders - pro forma combined | $ (15,792) | $ (19,803) | $ (42,873) | $ (52,584) |
Net Income (Loss) Per Share - C
Net Income (Loss) Per Share - Computation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator | ||||
Net loss | $ (15,941) | $ (19,369) | $ (43,319) | $ (46,811) |
Accretion of redeemable convertible preferred stock | (4,470) | |||
Net loss attributable to common stockholders | $ (15,941) | $ (19,369) | $ (43,319) | $ (51,281) |
Denominator | ||||
Weighted-average common shares outstanding | 18,710,064 | 14,936,809 | 17,128,380 | 8,820,609 |
Less: Weighted-average shares subject to repurchase | (98,235) | (153,443) | (120,530) | (180,431) |
Denominator for basic and diluted net loss per share attributable to common stockholders | 18,611,829 | 14,783,366 | 17,007,850 | 8,640,178 |
Basic and diluted net loss per share attributable to common stockholders | $ (0.86) | $ (1.31) | $ (2.55) | $ (5.94) |
Net Income (Loss) Per Share - E
Net Income (Loss) Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 12,587,621 | 5,957,190 | 8,865,582 | 3,623,748 |
Employee Stock Option and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 11,290,470 | 4,432,611 | 7,654,557 | 2,636,548 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 1,297,151 | 1,524,579 | 1,211,025 | 987,200 |
Significant Customers And Con_2
Significant Customers And Concentrations Of Credit Risk - Additional Information (Detail) - Customer Concentration Risk [Member] - Sales Revenue, Net [Member] - Customer | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Concentrations Of Credit Risk And Major Customers Revenue [Line Items] | ||||
Concentration risk percentage | 44.30% | 69.50% | 44.10% | 66.00% |
Number of major customers | 10 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Available-For-Sale Securities' Cost, Gross Unrealized Losses and Fair Value by Significant Investment Category (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | $ 46,127 | $ 29,545 | $ 20,762 | $ 12,078 |
Marketable securities | 18,558 | 39,598 | ||
Cash [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | 16,669 | 8,925 | ||
Fair Value, Cash | 16,669 | 8,925 | ||
Level 1 [Member] | Money Market Funds [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | 29,458 | 20,620 | ||
Fair Value, Cash | 29,458 | 20,620 | ||
Level 2 [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Cash and cash equivalents | 46,127 | 29,545 | ||
Marketable securities | 18,558 | 39,598 | ||
Debt Securities | 18,638 | 39,732 | ||
Gross Unrealized Losses | (80) | (134) | ||
Fair Value, Debt Securities | 18,558 | 39,598 | ||
Total Cash and Debt Securities | 64,765 | 69,277 | ||
Total Fair Value, Cash and Debt Securities | 64,685 | 69,143 | ||
Level 2 [Member] | U.S. Government Securities [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Marketable securities | 3,494 | 4,488 | ||
Debt Securities | 3,501 | 4,505 | ||
Gross Unrealized Losses | (7) | (17) | ||
Fair Value, Debt Securities | 3,494 | 4,488 | ||
Level 2 [Member] | Corporate Debt Securities [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Marketable securities | 15,064 | 30,156 | ||
Debt Securities | 15,137 | 30,268 | ||
Gross Unrealized Losses | (73) | (112) | ||
Fair Value, Debt Securities | $ 15,064 | 30,156 | ||
Level 2 [Member] | Commercial Papers [Member] | ||||
Schedule of Available-for-sale Securities [Line Items] | ||||
Marketable securities | 4,954 | |||
Debt Securities | 4,959 | |||
Gross Unrealized Losses | (5) | |||
Fair Value, Debt Securities | $ 4,954 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Marketable Securities That Have Been in Continuous Unrealized Loss Position for Less than 12 months and for 12 months or Greater (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Cash And Cash Equivalents [Abstract] | ||
Fair Value of Marketable Securities, Continuous Unrealized Losses, Less than 12 Months | $ 1,987 | $ 39,576 |
Fair Value of Marketable Securities, Continuous Unrealized Losses, 12 Months or Greater | 15,571 | |
Fair Value of Marketable Securities, Continuous Unrealized Losses, Total | 17,558 | 39,576 |
Unrealized Losses, Continuous Unrealized Losses, Less Than 12 Months | (10) | (134) |
Unrealized Losses, Continuous Unrealized Losses, 12 Months or Greater | (71) | |
Unrealized Losses, Continuous Unrealized Losses, Total | $ (81) | $ (134) |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Apr. 30, 2018 | May 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Mar. 31, 2017 | |
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Marketable securities maturity period | 1 year | |||||||
Warrants to purchase common stock | 1,297,151 | 1,297,151 | 1,524,573 | |||||
Change in fair value of warrant liability | $ (93,000) | $ (7,114,000) | ||||||
Financial instruments fair value transfers between Level 1, Level 2 or Level 3 | $ 0 | 0 | ||||||
Initial Public Offering [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Shares price per share | $ 15 | $ 15 | ||||||
Convertible Notes Payable [Member] | Acacia [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Number of warrants issued | 3 | |||||||
Warrants maturity period | 4 years | |||||||
Acacia Note Warrants [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Warrants to purchase common stock | 51,437 | |||||||
Primary Warrant [Member] | Acacia [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Warrants maturity period | 5 years | |||||||
Primary Warrant [Member] | Acacia [Member] | Initial Public Offering [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Warrant exercise price | $ 13.6088 | |||||||
Amended Primary and Acacia Note Warrants [Member] | Initial Public Offering [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Warrant exercise price | $ 13.6088 | |||||||
10% Warrant [Member] | Acacia [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Warrants maturity period | 5 years | |||||||
Warrants to purchase common stock | 809,400 | |||||||
Warrant exercise price | $ 13.6088 | |||||||
Warrant, percentage | 10.00% | |||||||
10% Warrant [Member] | Acacia [Member] | Fair Value, Inputs, Level 3 [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Warrant, percentage | 10.00% | |||||||
Fair value of warrant | $ 5,790,000 | |||||||
April 2018 Warrant [Member] | ||||||||
Schedule of Available-for-sale Securities [Line Items] | ||||||||
Warrants maturity period | 5 years | |||||||
Warrants to purchase common stock | 20,000 | |||||||
Warrant exercise price | $ 11.73 | |||||||
Fair value of warrant | 114,000 | 114,000 | ||||||
Change in fair value of warrant liability | $ 93,000 | $ 93,000 |
Financial Instruments - Summary
Financial Instruments - Summary of Quantitative Information with Respect to Significant Unobservable Inputs (Detail) | Apr. 06, 2018 | May 17, 2017 |
April 2018 Warrant [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 70 | |
April 2018 Warrant [Member] | Risk-free Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 2.58 | |
April 2018 Warrant [Member] | Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants term | 5 years | |
10% Warrant [Member] | Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 70 | |
10% Warrant [Member] | Risk-free Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.44 | |
10% Warrant [Member] | Discount for Lack of Marketability [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 0 |
Financial Instruments - Reconci
Financial Instruments - Reconciliation of Level 3 Measurement of Company's April 2018 Warrant (Detail) - April 2018 Warrant [Member] $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Issuance of warrant | $ 207 |
Change in fair value | (93) |
Ending, Balance | $ 114 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Balance as of December 31, 2017 | $ 139 |
Acquisitions | 27,603 |
Adjustments | (134) |
Balance as of September 30, 2018 | $ 27,608 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 4,889 | $ 3,505 |
Less: accumulated amortization | (1,916) | (351) |
Intangible assets, net | 2,973 | 3,154 |
Acquired Software and Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 4,208 | 3,004 |
Capitalized Software [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 402 | 471 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 279 | $ 30 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||||
Definite-lived assets amortization period | 3 years | |||
Amortization expense of definite-lived assets | $ 291 | $ 48 | $ 905 | $ 144 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Future Estimated Annual Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2018 (3 months) | $ 317 | |
2,019 | 1,337 | |
2,020 | 1,194 | |
2,021 | 125 | |
Intangible assets, net | $ 2,973 | $ 3,154 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 1,921 | $ 378 |
Leasehold improvements | 2,798 | 27 |
Construction in progress | 435 | |
Property, equipment and improvements, gross | 4,719 | 840 |
Less: accumulated depreciation | (612) | (160) |
Property, equipment and improvements, net | $ 4,107 | $ 680 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Condensed Financial Statements, Captions [Line Items] | ||||
Depreciation Expense | $ 236 | $ 9 | $ 451 | $ 32 |
Gross media placements | 42,087 | 30,270 | 102,959 | 87,756 |
Cost of revenues | 1,570 | 292 | 2,953 | 824 |
Amortization of deferred debt discounts and issuance costs | 3,740 | |||
Convertible Notes Payable [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Amortization of deferred debt discounts and issuance costs | 3,740 | |||
Billed Revenues [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Gross media placements | 34,521 | 26,510 | 86,416 | 74,717 |
Netted Against Billings [Member] | ||||
Condensed Financial Statements, Captions [Line Items] | ||||
Cost of revenues | $ 30,225 | $ 23,222 | $ 75,690 | $ 64,791 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Other Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued acquisition earnout | $ 3,909 | |
Accrued compensation and benefits | 2,610 | $ 3,117 |
Royalties | 2,036 | |
Other | 1,686 | 1,325 |
Total | $ 10,241 | $ 4,442 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Summary of Net Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | $ 7,545 | $ 3,719 | $ 16,101 | $ 10,914 |
Media Agency [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 4,730 | 3,288 | 11,159 | 9,926 |
AI and Digital Content Solutions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | 1,406 | $ 431 | 3,533 | $ 988 |
Digital Media Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total net revenues | $ 1,409 | $ 1,409 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Schedule of Other Income (Expense), Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Other Income And Expenses [Abstract] | ||||
Interest income (expense), net | $ 246 | $ 36 | $ 596 | $ (4,198) |
Stock warrants issued | (5,790) | |||
Write-off of deferred debt discounts and issuance costs | (10,132) | |||
Gain on fair value change of warrant liability | 108 | 93 | 7,114 | |
Other | (25) | 52 | (44) | 134 |
Other income (expense), net | $ 329 | $ 88 | $ 645 | $ (12,872) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - Chad Steelberg [Member] - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended |
Mar. 31, 2017 | Mar. 31, 2018 | |
Other Commitments [Line Items] | ||
Employment agreement term | 3 years | |
Estimated common stock calculated value | $ 125 | |
Annual salary under agreement | $ 250 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jun. 30, 2018 | Nov. 30, 2017 | May 31, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Class of Stock [Line Items] | ||||||||
Net proceeds from stock issuance | $ 32,782 | $ 32,580 | ||||||
Warrants outstanding | 1,297,151 | 1,297,151 | 1,524,573 | |||||
Warrants canceled | 247,422 | |||||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares converted to common stock | 2,922,978 | |||||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares converted to common stock | 2,309,135 | |||||||
Follow-on Offering [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock shares issued | 1,955,000 | 1,121,250 | ||||||
Share price | $ 18 | $ 23 | ||||||
Net proceeds from stock issuance | $ 32,780 | $ 23,789 | ||||||
Stock issuance costs | $ 2,300 | $ 2,000 | ||||||
Initial Public Offering [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock shares issued | 2,500,000 | |||||||
Share price | $ 15 | $ 15 | ||||||
Net proceeds from stock issuance | $ 32,600 | |||||||
Stock issuance costs | $ 4,900 | |||||||
Initial Public Offering [Member] | Acacia [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock shares issued | 2,150,335 | |||||||
Net proceeds from stock issuance | $ 29,263 | |||||||
Initial Public Offering [Member] | Acacia [Member] | Primary Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Issuance of stock due to warrants exercise | 154,311 | |||||||
Warrants exercise price per share | $ 13.6088 | |||||||
Initial Public Offering [Member] | Acacia [Member] | Line of Credit [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument outstanding balance | $ 8,000 | |||||||
Debt instrument converted to common stock | 590,717 | |||||||
Conversion price per share | $ 13.6088 | |||||||
Initial Public Offering [Member] | Acacia [Member] | Convertible Notes Payable [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Debt instrument outstanding balance | $ 20,000 | |||||||
Debt instrument converted to common stock | 1,523,746 | |||||||
Conversion price per share | $ 13.6088 | |||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued for acquisitions, shares | 941,548 | |||||||
Common stock shares issued | 1,955,000 | |||||||
Performance Bridge, Wazee Digital and Machine Box [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock issued for acquisitions, shares | 941,548 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) | Jun. 29, 2018 | Jan. 31, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Class of Stock [Line Items] | |||||
Accrued employee contributions | $ 2,610,000 | $ 3,117,000 | |||
2018 Performance- Based Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized for issuance | 4,200,000 | ||||
Total grant date fair value of stock options vested | $ 30,375,000 | ||||
2018 Performance- Based Stock Incentive Plan [Member] | Chad Steelberg and Ryan Steelberg [Member] | |||||
Class of Stock [Line Items] | |||||
Options exercise Period | 30 days | ||||
Options exercise price | $ 21.25 | ||||
Term of options | 10 years | ||||
2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Options exercise price | $ 14.22 | ||||
Unrecognized compensation expense related to stock options | $ 20,831,000 | ||||
Employee Stock Purchase Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock granted | 44,842 | ||||
Accrued employee contributions | $ 200,000 | ||||
Performance-based Stock Options [Member] | 2018 Performance- Based Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Options exercise price | $ 21.25 | ||||
Total grant date fair value of stock options vested | $ 0 | ||||
Cost of share-based compensation awards, recognition period | 4 years 1 month 6 days | ||||
Weighted Average Grant Date Fair Value, Granted | $ 9.59 | ||||
Unrecognized compensation expense related to stock options | $ 28,434,000 | ||||
Performance-based Stock Options [Member] | 2018 Performance- Based Stock Incentive Plan [Member] | Chad Steelberg [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock granted | 1,809,900 | ||||
Performance-based Stock Options [Member] | 2018 Performance- Based Stock Incentive Plan [Member] | Ryan Steelberg [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock granted | 1,357,425 | ||||
Restricted Stock [Member] | 2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Unrecognized cost of share-based compensation awards | $ 533,000 | ||||
Cost of share-based compensation awards, recognition period | 1 year 8 months 12 days | ||||
Restricted Stock Units [Member] | 2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Unrecognized cost of share-based compensation awards | $ 435,000 | ||||
Cost of share-based compensation awards, recognition period | 9 months 18 days | ||||
Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Total grant date fair value of stock options vested | $ 6,711,000 | $ 11,451,000 | |||
Weighted Average Grant Date Fair Value, Granted | $ 7.90 | $ 8.72 | |||
Aggregate intrinsic value of the options exercised | $ 1,964,000 | $ 32,000 | |||
Stock Options [Member] | 2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Cost of share-based compensation awards, recognition period | 2 years 6 months |
Stock Plans - Summary of Assump
Stock Plans - Summary of Assumptions Used for Computing Grant Date Fair Values of CEO Award and President Award (Detail) - Chad Steelberg and Ryan Steelberg [Member] | Jun. 29, 2018$ / shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant date stock price | $ 16.82 |
Dividend yield | 0.00% |
Risk-free interest rate | 2.85% |
Estimated volatility | 73.00% |
Stock Plans - Summary of Fair V
Stock Plans - Summary of Fair Value Per Share Determined for Each of Three Equal Tranches of Award (Detail) | Jun. 29, 2018$ / shares |
Tranche 1 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value per share | $ 9.22 |
Tranche 2 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value per share | 10.05 |
Tranche 3 [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Fair value per share | $ 9.50 |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 4,838 | $ 11,708 | $ 9,963 | $ 13,611 |
Sales and Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 246 | 100 | 814 | 276 |
Research and Development [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 596 | 157 | 1,103 | 261 |
General and Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 3,996 | 11,451 | 8,046 | 13,074 |
Employee Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 228 | 24 | 517 | 24 |
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 130 | 178 | 277 | 629 |
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 59 | 125 | 412 | 250 |
Performance-based Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 1,846 | 1,900 | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 2,575 | $ 11,381 | $ 6,857 | $ 12,708 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Activity (Detail) - 2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 147,456 |
Shares, Forfeited | shares | (1,975) |
Shares, Vested | shares | (54,801) |
Shares, Unvested, Ending Balance | shares | 90,680 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 6.30 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 7.50 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.27 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 6.90 |
Stock Plans - Schedule of Res_2
Stock Plans - Schedule of Restricted Stock Unit (Detail) - Restricted Stock Units [Member] - 2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 35,576 |
Shares, Granted | shares | 56,366 |
Shares, Forfeited | shares | (8,918) |
Shares, Vested | shares | (41,144) |
Shares, Unvested, Ending Balance | shares | 41,880 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 14.76 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 14.80 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 16.82 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 14.75 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 14.38 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance-Based Stock Options Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-Average Aggregate Intrinsic Value | $ 3,240 | $ 44,974 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ 2,791 | |
Performance-based Stock Options [Member] | 2018 Performance- Based Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options Granted | 3,167,325 | |
Options, Outstanding, Ending Balance | 3,167,325 | |
Weighted-Average Exercise Price, Options Granted | $ 21.25 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 21.25 | |
Weighted-Average Remaining Contractual Term, Outstanding | 9 years 7 months 9 days |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted-Average Aggregate Intrinsic Value | $ 3,240 | $ 44,974 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ 2,791 | |
2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options, Outstanding, Beginning Balance | 4,802,594 | |
Options Granted | 895,591 | |
Options Exercised | (146,513) | |
Options Forfeited | (425,767) | |
Options Expired | (5,750) | |
Options, Outstanding, Ending Balance | 5,120,155 | 4,802,594 |
Options, Exercisable at September 30, 2018 | 2,503,062 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 13.89 | |
Weighted-Average Exercise Price, Options Granted | 14.22 | |
Weighted-Average Exercise Price, Options Exercised | 3.69 | |
Weighted-Average Exercise Price, Options Forfeited | 16.88 | |
Weighted-Average Exercise Price, Options Expired | 14.32 | |
Weighted-Average Exercise Price, Outstanding, Ending Balance | 13.99 | $ 13.89 |
Weighted-Average Exercise Price, Exercisable | $ 13.26 | |
Weighted-Average Remaining Contractual Term, Outstanding | 8 years 8 months 1 day | 9 years 2 months 1 day |
Weighted-Average Remaining Exercisable | 8 years 3 months 29 days |