Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 06, 2020 | Jun. 28, 2019 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VERI | ||
Entity Registrant Name | Veritone, Inc. | ||
Entity Central Index Key | 0001615165 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 27,074,372 | ||
Entity Public Float | $ 141.6 | ||
Entity File Number | 001-38093 | ||
Entity Tax Identification Number | 47-1161641 | ||
Entity Address, Address Line One | 575 Anton Blvd. | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Costa Mesa | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 92626 | ||
City Area Code | 888 | ||
Local Phone Number | 507-1737 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Security Exchange Name | NASDAQ | ||
Title of 12(g) Security | Common Stock, Par Value $0.001 per share | ||
Documents Incorporated by Reference | The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference to the definitive proxy statement to be filed by the registrant within 120 days of December 31, 2019. Only those portions of the definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
ASSETS | ||
Cash and cash equivalents | $ 44,065 | $ 37,539 |
Marketable securities | 13,565 | |
Accounts receivable, net of allowance for doubtful accounts of $29 and $40, respectively | 21,352 | 29,142 |
Expenditures billable to clients | 10,286 | 2,695 |
Prepaid expenses and other current assets | 5,409 | 3,579 |
Total current assets | 81,112 | 86,520 |
Long-term restricted cash | 1,170 | 1,237 |
Property, equipment and improvements, net | 3,214 | 4,008 |
Intangible assets, net | 16,126 | 20,480 |
Goodwill | 6,904 | 5,509 |
Total assets | 108,526 | 117,754 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 16,996 | 28,714 |
Accrued media payments | 16,551 | 7,416 |
Client advances | 19,193 | 9,639 |
Accrued compensation | 2,486 | 6,570 |
Other accrued liabilities | 4,510 | 3,746 |
Total current liabilities | 59,736 | 56,085 |
Other liabilities | 1,379 | 1,386 |
Total liabilities | 61,115 | 57,471 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 25,670,737 and 19,335,220 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively | 26 | 19 |
Additional paid-in capital | 279,828 | 230,674 |
Accumulated deficit | (232,489) | (170,411) |
Accumulated other comprehensive income (loss) | 46 | 1 |
Total stockholders' equity | 47,411 | 60,283 |
Total liabilities and stockholders' equity | $ 108,526 | $ 117,754 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 29 | $ 40 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 25,670,737 | 19,335,220 |
Common stock, shares outstanding | 25,670,737 | 19,335,220 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||
Net revenues | $ 49,648 | $ 27,047 |
Cost of revenues | 17,289 | 6,479 |
Gross profit | 32,359 | 20,568 |
Operating expenses: | ||
Sales and marketing | 25,305 | 22,470 |
Research and development | 23,801 | 22,095 |
General and administrative | 47,324 | 37,993 |
Total operating expenses | 96,430 | 82,558 |
Loss from operations | (64,071) | (61,990) |
Other income, net | 541 | 908 |
Loss before (benefit from) provision for income taxes | (63,530) | (61,082) |
(Benefit from) provision for income taxes | (1,452) | 22 |
Net loss | $ (62,078) | $ (61,104) |
Net loss per share: | ||
Basic and diluted | $ (2.85) | $ (3.48) |
Weighted average shares outstanding: | ||
Basic and diluted | 21,797,714 | 17,572,938 |
Comprehensive loss: | ||
Net loss | $ (62,078) | $ (61,104) |
Unrealized gain on marketable securities, net of income taxes | 48 | 86 |
Foreign currency translation (loss) gain, net of income taxes | (3) | 50 |
Total comprehensive loss | $ (62,033) | $ (60,968) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2017 | $ 61,302 | $ 16 | $ 170,728 | $ (109,307) | $ (135) |
Beginning balance, shares at Dec. 31, 2017 | 16,158,883 | ||||
Common stock offerings, net | 32,770 | $ 2 | 32,768 | ||
Common stock offerings, net, shares | 1,955,000 | ||||
Common stock issued under employee stock plans, net | 1,558 | 1,558 | |||
Common stock issued under employee stock plans, net, shares | 272,377 | ||||
Stock-based compensation expense | 15,493 | 15,493 | |||
Common stock issued to service provider, shares | 7,412 | ||||
Common stock issued for acquisitions | 10,128 | $ 1 | 10,127 | ||
Common stock issued for acquisitions, shares | 941,548 | ||||
Net loss | (61,104) | (61,104) | |||
Other comprehensive gain | 136 | 136 | |||
Ending balance at Dec. 31, 2018 | 60,283 | $ 19 | 230,674 | (170,411) | 1 |
Ending balance, shares at Dec. 31, 2018 | 19,335,220 | ||||
Common stock offerings, net | 24,373 | $ 6 | 24,367 | ||
Common stock offerings, net, shares | 5,205,430 | ||||
Common stock issued under employee stock plans, net | 764 | 764 | |||
Common stock issued under employee stock plans, net, shares | 233,687 | ||||
Stock-based compensation expense | 19,402 | 19,402 | |||
Common stock issued for acquisitions | 3,862 | $ 1 | 3,861 | ||
Common stock issued for acquisitions, shares | 896,400 | ||||
Machine Box holdback consideration | 760 | 760 | |||
Net loss | (62,078) | (62,078) | |||
Other comprehensive gain | 45 | 45 | |||
Ending balance at Dec. 31, 2019 | $ 47,411 | $ 26 | $ 279,828 | $ (232,489) | $ 46 |
Ending balance, shares at Dec. 31, 2019 | 25,670,737 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (62,078) | $ (61,104) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 5,947 | 3,701 |
Deferred income taxes, net | (1,489) | 0 |
Costs of warrants issued | 207 | |
Change in fair value of warrant liability | (16) | (184) |
Provision for doubtful accounts | 51 | 27 |
Stock-based compensation expense | 20,657 | 15,493 |
Changes in assets and liabilities: | ||
Accounts receivable | 7,739 | (15,531) |
Expenditures billable to clients | (7,591) | 1,468 |
Prepaid expenses and other current assets | (1,307) | (137) |
Accounts payable | (11,718) | 13,148 |
Accrued media payments | 9,135 | 1,417 |
Client advances | 9,554 | 6,162 |
Other accrued liabilities | 1,006 | (7,823) |
Other liabilities | (7) | 1,386 |
Net cash used in operating activities | (30,117) | (41,770) |
Cash flows from investing activities: | ||
Proceeds from sales of marketable securities | 13,614 | 26,000 |
Capital expenditures | (293) | (3,718) |
Intangible assets acquired | (477) | (570) |
Acquisition of businesses, net of cash acquired | (883) | (5,783) |
Net cash provided by investing activities | 11,961 | 15,929 |
Cash flows from financing activities: | ||
Proceeds from common stock offerings, net | 23,851 | 32,770 |
Proceeds from issuances of stock under employee stock plans, net | 764 | 1,522 |
Net cash provided by financing activities | 24,615 | 34,292 |
Net increase in cash and cash equivalents and restricted cash | 6,459 | 8,451 |
Cash and cash equivalents and restricted cash, beginning of period | 38,776 | 30,325 |
Cash and cash equivalents and restricted cash, end of period | 45,235 | 38,776 |
Cash paid during periods for: | ||
Taxes paid | 14 | 6 |
Non-cash investing and financing activities: | ||
Shares issued for acquisition of businesses and holdback consideration | $ 4,622 | $ 10,128 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1. 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 content licensing services, as discussed in more detail in Note 3. The Wazee Digital offerings serve customers primarily in the media and entertainment market. The Company has integrated its aiWARE platform with these offerings, providing these customers with unique capabilities to enrich and drive expanded revenue opportunities from their content. In addition, the Company operates a full-service advertising agency. The Company’s advertising services include media planning and strategy, advertisement buying and placement, campaign messaging, clearance verification and attribution, and custom analytics. In August 2018, the Company acquired S Media Limited, doing business as Performance Bridge Media (“Performance Bridge”), a podcast advertising agency, as discussed in more detail in Note 3. The Performance Bridge offerings have enhanced the Company’s advertising offerings to include more comprehensive podcast solutions. |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Presentation and Summary of Significant Accounting Policies | NOTE 2. PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Veritone, Inc. and all of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Liquidity and Capital Resources During 2019 and 2018, the Company generated negative cash flows from operations of $30,117 and $41,770, respectively, and incurred net losses of $62,078 and $61,104, respectively. Also, the Company had an accumulated deficit of $232,489 as of December 31, 2019. Historically, the Company has satisfied its capital needs with the net proceeds from its sales of equity securities, its issuance of convertible debt, and the exercise of common stock warrants. In The Company expects to continue to generate net losses for the foreseeable future as it makes significant investments in developing and selling its aiWARE SaaS solutions. Management believes that the Company’s existing balances of cash and cash equivalents, which totaled $44,065 as of December 31, 2019, will be sufficient to meet its anticipated cash requirements for at least twelve months from the date that these financial statements are issued. However, the Company does not expect that its current cash and cash equivalents will be sufficient to support the development of its business to the point at which the Company has positive cash flows from operations. The Company plans to meet its future needs for additional capital through equity and/or debt financings. Equity financings may include sales of common stock under the Company’s Equity Distribution Agreement pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate available offering price of up to $21,737. Such financing may not be available on terms favorable to the Company or at all. If the Company is unable to obtain adequate financing or financing on terms satisfactory to it when required, the Company’s ability to continue to support its business growth, scale its infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired. Use of Accounting Estimates The preparation of the accompanying 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 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, income taxes, and the allocation of net assets acquired from business acquisitions as well as contingent consideration, where applicable. Actual results could differ from those estimates. Business Combinations The results of a business acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values as of the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Cash Equivalents and Marketable Securities All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. The Company’s marketable securities have been classified and accounted for as available-for-sale securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. Marketable securities are classified as short-term based on their availability for use in current operations. The Company’s marketable securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in the Company’s consolidated statement of operations and comprehensive loss in the period in which such determination is made. Accounts Receivable and Expenditures Billable to Clients Accounts receivable consist primarily of amounts due from advertising clients and aiWARE customers under normal trade terms. Allowances for uncollectible accounts are recorded based upon a number of factors that are reviewed by the Company on an ongoing basis, including historical amounts that have been written off, an evaluation of current economic conditions, and an assessment of customer creditworthiness. A considerable amount of judgment is required in assessing the ultimate realization of accounts receivable. The amounts due from clients based on costs incurred or fees earned that have not yet been billed to clients are reflected as expenditures billable to clients in the accompanying consolidated balance sheets. Fair Value of 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, which 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, is 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 cash equivalents (including money market funds) and marketable securities 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 marketable securities held as of December 31, 2018 included government securities, commercial paper and corporate debt securities. These financial instruments were valued on the basis of valuations provided by a third-party pricing service. The Company’s stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants are recorded within other accrued liabilities and equity in the Company’s consolidated balance sheets as of December 31, 2019 and 2018. The warrants have been recorded at their fair value using a probability weighted expected return model or Black-Scholes-Merton option pricing model. These models incorporate contractual terms and assumptions regarding expected term, risk-free 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. The Company’s other financial instruments consist primarily of cash, accounts receivable and accounts payable. The Company has determined that the carrying values of these financial instruments approximate fair value for the periods presented due to their short-term nature and the relatively stable current interest rate environment. Long-Term Restricted Cash Long-term restricted cash consists primarily of security deposits for certain operating leases and collateral required as security for the Company’s corporate credit cards. Property, Equipment and Improvements Property, equipment and improvements are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred. Major improvements enhancing the function and/or useful life of the related assets are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives (or lease term, if shorter) of the related assets. At the time of retirement or disposition of these assets, the cost and accumulated depreciation or amortization are removed from the accounts and any related gains or losses are recorded in the Company’s statement of operations and comprehensive loss. The useful lives of property, equipment and improvements are as follows: • Property and equipment — 3 years • Leasehold improvements — 5 years or the remaining lease term, whichever is shorter The Company assesses the recoverability of property, equipment and improvements whenever events or changes in circumstances indicate that their carrying value may not be recoverable. No property, equipment and improvements were impaired in the periods presented. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets include acquired developed technology, licensed technology, customer relationships, noncompete covenants, and trademarks and tradenames. Intangible assets are amortized on a straight-line basis over the applicable amortization period as set forth below. The amortization periods for intangible assets are as follows: • Developed technology — 5 years • Customer relationships — 5 years • Noncompete agreements — 3 to 4 years • Trademarks and trade names — approximately 2 years • Licensed technology — lesser of the term of the agreement, or the estimated useful life Intangible asset amortization expense is recorded to cost of revenues, sales and marketing, or research and development expense in the consolidated statements of operations and comprehensive loss. Impairment of Goodwill and Long-Lived Assets Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. The Company’s annual impairment test is performed during the second quarter. In assessing goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that the fair value of a reporting unit is less than its carrying amount. The Company’s qualitative assessment of the recoverability of goodwill considers various macro-economic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of such reporting unit is less than its carrying amount, then a quantitative analysis is unnecessary. However, if the Company concludes otherwise, or if it elects to bypass the qualitative analysis, then it is required to perform a quantitative analysis that compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, a goodwill impairment loss is recognized for the lesser of: (a) the amount that the carrying amount of a reporting unit exceeds its fair value; or (b) the amount of the goodwill allocated to that reporting unit. The Company conducted a quantitative analysis of its goodwill assets as of the end of 2019, due to the decrease in the market price of the Company’s common stock, and determined that its goodwill assets were not impaired. The Company reviews long-lived assets to be held and used, other than goodwill, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared with the asset’s carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value. No impairment of goodwill or long-lived assets was recorded for the years ended December 31, 2019 and 2018. Revenue Recognition The Company recognizes revenue under its contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers The Company recognizes revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company follows a five-step process to determine revenue recognition, as follows: • Identifies the contracts(s) with a customer; • Identifies the performance obligations in the contract; • Determines the transaction price; • Allocates the transaction price to the performance obligations in the contract; and • Recognizes revenue when (or as) performance obligations are satisfied. The Company enters into contracts with customers that may include promises to transfer multiple services. The Company evaluates these services to determine whether they represent distinct, separately identifiable performance obligations that should be accounted for separately or as a single performance obligation. For contracts containing multiple performance obligations, to meet the allocation objective of Topic 606, the Company allocates the transaction price to each performance obligation on a relative standalone selling price (“SSP”) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. For certain arrangements, the determinations regarding whether a contract contains multiple performance obligations and, if so, the SSP of each performance obligation, may require judgment by management. Advertising Revenues The Company’s advertising business places advertisements for clients, primarily with radio broadcasters, podcasters and digital media producers. The Company receives commissions, at varying rates negotiated with its clients, as consideration for all services performed by the Company in conjunction with such media placements. Under the most common billing arrangements, the Company bills clients for the gross cost of the advertisement, which is set by the broadcaster, less any discounts negotiated with the client off of the broadcaster’s standard commission rate. The Company remits to the broadcaster the gross amount less the standard commission set by the broadcaster. The amount billed to the client, less the amount payable to the broadcaster, represents the Company’s commission and is recognized as advertising revenue. All significant services performed by the Company under its contracts with advertising clients in conjunction with media placements, including planning and placing media and verifying that advertisements have aired, represent a single performance obligation as such services are highly interrelated. The Company’s commission, which represents the transaction price, is recognized as revenue at a point in time when the advertisement is aired, which is the point at which the Company has an enforceable right to payment of its commission. The Company’s clients are sometimes required to make a deposit or prepay the gross costs of advertisements, including the Company’s commission. Such amounts are reflected as client advances on the Company’s consolidated balance sheets until all revenue recognition criteria have been met. aiWARE Content Licensing Revenues The Company has agreements with third-party owners of digital assets pursuant to which the Company licenses those assets to customers and remits royalties to the content owners. In licensing such third-party digital assets, the Company hosts public and private content libraries on the Company’s platform to enable customers to view and search for digital assets to be licensed, establishes and negotiates with customers the scope and term of, and the prices for, licenses to those digital assets, and makes the licensed digital assets available to the customers. The Company is considered the principal under most agreements that have this range of services due to obtaining control prior to transfer of the assets, and the Company records the revenue from the customer gross of royalties due to the content owner. In limited cases, the Company does not obtain control prior to transfer of the assets, and accordingly, the Company records revenues net of royalties due to the content owner. The Company licenses digital assets under (i) individual license agreements, pursuant to which the customer licenses a particular digital asset (or set of digital assets) for a specified license fee, and (ii) bulk license agreements, pursuant to which the customer pays a fixed fee to have access to view and search third-party owners’ content and to license a specified number of minutes of that content in each year over the term of the contracts, which typically range from one to three years, with certain contracts specifying usage-based license fees for additional digital assets that may be licensed by the customer. Under individual license agreements, the Company has a single performance obligation, which is to make the licensed digital assets available to the customer, generally by download. The Company recognizes the license fees charged for the digital assets as revenue when the licensed digital assets are made available to the customer. Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making assets selected by the customer available for download, throughout the term of the contract. All of these services are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If the customer selects digital assets in excess of the amount included in the fixed fees under the contract, the Company constrains the variable consideration until the usage occurs and recognizes such usage-based license fees as the digital assets are made available to the customer, consistent with the usage-based royalty accounting of Topic 606. aiWARE SaaS Revenues The Company has agreements with customers under which it provides customers with access to and use of the Company’s aiWARE and digital content management platforms. Under most agreements, the Company provides access to the platform, specified applications and associated data ingestion, hosting and/or processing services, and provides standard user support. Fees for these services typically take the form of a fixed monthly subscription fee, with certain contracts specifying usage-based fees for data processing services in excess of the data processing services included as part of such subscription services. Fees for excess usage-based data processing services are accounted for as variable consideration. In certain cases, the fixed monthly subscription fee may adjust during each monthly period of the contract based on changes in the monthly volume of services, at the rates established in the contract. These contracts typically have terms ranging from one to three years, with renewal options, and do not contain refund-type provisions. All significant services provided as part of these subscription arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term (collectively, the “subscription services”), with the exception of the additional usage-based services, which represent a separate performance obligation as discussed below. The fixed subscription fees are recognized as revenue ratably over the contract term, at the applicable monthly rate, as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If a portion of the term of a contract is cancellable, the Company determines the transaction price for, and recognizes revenue ratably over, the non-cancellable portion of the term of the contract. The Company also makes data processing, storage and transfer services available to customers through its aiWARE and digital content management platforms under usage-based arrangements with no minimum fees, either separately or in addition to subscription services as described above. Fees are charged for actual usage of such services at the rates specified in the contract for each particular service. Each of these distinct services represents an individual performance obligation. When sold in connection with subscription services, the Company considers the allocation guidance of Topic 606. Variable consideration for usage-based data processing, storage and transfer services is recognized in the month in which it is earned, as the payment terms relate to a specific outcome (amount of data processed, stored or transferred) of delivering the distinct time increment (the month) of services, and represents the fees to which the Company expects to be entitled for providing the services, and allocating the variable fees in this way is consistent with the allocation objective of Topic 606. The Company typically invoices its aiWARE SaaS customers monthly, and invoices are due and payable within 30 days following the date of invoice. Amounts that have been invoiced are recorded in accounts receivable or in deferred revenue, depending on whether transfer of control to customers of the promised services has occurred. Remaining Performance Obligations As of December 31, 2019, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $7,182, approximately 71% of which the Company expects to recognize as revenue over the next twelve months, and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations. Cost of Revenues Cost of revenues related to the Company’s advertising business consists of production costs relating to advertising content. Cost of revenues related to the Company’s aiWARE content licensing and media services include royalties paid to content owners on revenues generated from the Company’s licensing of their content, and fees charged by vendors that provide products and services in support of the Company’s live event services and obtaining of talent and property clearances. Cost of revenues related to the Company’s aiWARE SaaS solutions consists primarily of fees charged by vendors for cloud infrastructure, computing and storage services and engine processing services related to the operation of the Company’s platforms. The Company’s arrangements with cloud infrastructure providers typically require fees that are based on computing time, data storage and transfer volumes, and reserved computing capacity. The Company also pays fees to third-party providers of cognitive engines, which are generally based upon the hours of media processed through their engines. Cost of revenues also includes amortization expense primarily for developed technology acquired in business combinations. Stock-Based Compensation Stock-based compensation expense is estimated at the grant date based on the fair value of the award. Prior to the Company’s initial public offering (“IPO”), the fair values of restricted stock awards were estimated at the date of grant by using both the option-pricing method and the probability-weighted expected return method. Following the Company’s IPO, the fair values of restricted stock and restricted stock unit awards granted by the Company are based on the closing market price of the Company’s common stock on the date of grant. The Company estimates the fair values of stock options having time-based vesting conditions, as well as purchase rights under the Company’s Employee Stock Purchase Plan (“ESPP”), using the Black-Scholes-Merton option pricing model. The Company’s performance-based stock options will vest if a specified target price for the Company’s common stock is achieved. The Company estimates the fair values of performance-based stock options utilizing a Monte Carlo simulation model, to estimate the date that the specified stock price targets will be achieved (the attainment date), and the Black-Scholes-Merton option pricing model. A fair value is determined for each tranche of such performance-based stock options that is tied to a particular stock price target. Determining the appropriate fair values of stock options and ESPP purchase rights at the grant date requires significant judgment, including estimating the volatility of the Company’s common stock, the expected term of awards, and the derived service periods for each tranche of performance stock options. In determining fair values prior to June 2018, the Company estimated volatility based on the historical volatility of the shares of a group of publicly traded peer companies, equally weighted, over the expected term. Since June 2018, the Company has included the historical volatility of its own common stock along with the volatility of the peer group as the Company’s common stock has had longer trading history. In calculating estimated volatility, the volatility of the Company’s common stock has been given a 25% weighting, and the volatility of the peer group companies has been given 75% weighting, with each peer company weighted equally. The Company will continue utilizing this combination and will periodically assess the weightings as additional historical volatility data for its own shares of common stock becomes available. The expected term for stock options other than performance-based stock options represents the period of time that stock options are expected to be outstanding and is determined using the simplified method. Under the simplified method, the expected term is calculated as the midpoint between the weighted average vesting date and the contractual term of the options. The expected term for performance-based stock options considers the remaining term of the option after the attainment date and the ratio of the stock price at the attainment date to the option exercise price. The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term of the award. The assumptions used in the Company’s Black-Scholes-Merton option-pricing and Monte Carlo simulation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of stock-based awards is amortized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period (other than performance-based stock options). For performance-based stock options, expense is recognized over a graded-vesting attribution basis over the period from the grant date to the estimated attainment date, which is the derived service period of each tranche of the award. In recording stock-based compensation expense, the Company accounts for actual forfeitures as they occur and does not estimate forfeitures. Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are primarily included in sales and marketing expenses in the Company’s consolidated statements of operations and comprehensive loss. Advertising and marketing costs include online and print advertising, public relations, tradeshows, and sponsorships. For the years ended December 31, 2019 and 2018, the Company recorded expense of $1,763 and $1,564, respectively, for advertising and marketing costs. Research and Development Costs and Software Development Costs Research and development costs are expensed as incurred. Costs related to the development of computer software to be sold, leased, or otherwise marketed by the Company in the future are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. However, in most instances, the Company’s products are released soon after technological feasibility has been established and, as a result, software development costs are expensed as incurred. No software development costs were capitalized in 2019 or 2018. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are established for temporary differences between the financial statement carrying amounts and the tax bases of the Company’s assets and liabilities using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The Company assesses the likelihood that the deferred tax assets will be recovered from future taxable income and, if recovery is not more likely than not, the Company establishes a valuation allowance to reduce the deferred tax assets to the amounts expected to be realized. Realization of the deferred tax assets is dependent on the Company generating sufficient taxable income in future years to obtain a benefit from the reversal of temporary differences and from net operating losses. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The fir |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2019 | |
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 paid a total of $3,909 in additional contingent earnout amounts based on the achievement of certain revenue milestones by Performance Bridge in its 2018 fiscal year. The initial consideration was comprised of $1,220 paid in cash and The additional earnout consideration was comprised of $883 in cash and 574,231 shares of the Company’s common stock, valued at $3,026 based on the closing price of the Company’s common stock on March 28, 2019, which were paid and issued to the former stockholder of Performance Bridge in the second quarter of 2019. The acquisition of Performance Bridge has expanded the Company’s media agency offerings of comprehensive podcast solutions. The following table summarizes the fair value of purchase price consideration to acquire Performance Bridge: Acquisition consideration Amount Cash consideration at closing $ 1,220 Equity consideration at closing 3,938 Working capital adjustment 34 Contingent earnout 3,770 Total $ 8,962 In 2019, the Company recorded expense of $139 in general and administrative expenses, representing the difference between the fair value of the contingent earnout consideration recorded by the Company and the final amount of contingent earnout consideration paid by the Company. The preliminary and final allocations of the purchase price as of the August 21, 2018 closing date under the acquisition method of accounting are set forth in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. The purchase price allocation was preliminary until the Company had the information required to make a determination regarding deferred taxes. In the third quarter of 2019, the Company updated the purchase price allocation based on its determination of the value of the deferred tax liability. Purchase price allocation Preliminary Final Cash $ 2,283 $ 2,283 Accounts receivable 3,551 3,551 Prepaid and other current assets 23 23 Property and equipment 43 43 Intangible assets 5,800 5,800 Accounts payable (1,402 ) (1,402 ) Accrued expenses and other current liabilities (4,337 ) (4,337 ) Accrued compensation (42 ) (42 ) Deferred tax liability - (1,317 ) Identifiable net assets acquired $ 5,919 $ 4,602 Goodwill 3,043 4,360 Total purchase price $ 8,962 $ 8,962 The following table presents details of the acquired intangible assets of Performance Bridge: Estimated Useful Life (in years) Fair Value Customer relationships 5.0 $ 5,100 Noncompete agreement 4.0 700 Total intangible assets $ 5,800 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 $12,552, comprised of $7,423 paid in cash and the issuance of a total of 491,157 shares of the Company’s common stock, valued at $5,129 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 to secure certain indemnification and other obligations of the former stockholders of Wazee Digital. A portion of such escrowed consideration was released in March 2019, and the balance will be held in such account until August 31, 2020. 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 5,129 Total $ 12,552 The preliminary and final allocations of the purchase price as of the August 31, 2018 closing date under the acquisition method of accounting are presented in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. Purchase price allocation Preliminary Final Cash $ 975 $ 975 Accounts receivable 2,396 2,396 Prepaid and other current assets 376 376 Property and equipment 292 292 Intangible assets 13,300 13,300 Accounts payable (825 ) (825 ) Accrued expenses and other current liabilities (3,639 ) (3,516 ) Accrued compensation (850 ) (850 ) Other long-term liabilities (700 ) (700 ) Identifiable net assets acquired $ 11,325 $ 11,448 Goodwill 1,227 1,104 Total purchase price $ 12,552 $ 12,552 The following table presents details of the acquired intangible assets of Wazee Digital: Estimated Useful Life (in years) Fair Value Developed technology 5.0 $ 9,100 Customer relationships 5.0 4,200 Total intangible assets $ 13,300 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 $1,484, and paid a total of $2,989 in additional contingent amounts based on Machine Box’s achievement of certain technical development and integration milestones within 12 months after the closing of the acquisition, as further discussed below. The initial consideration was comprised of $423 paid in cash and the issuance of a total of 128,300 shares of the Company’s common stock, valued at $1,061 The fair value of the contingent amount, as determined as of the acquisition date, totaled $2,880, which amount has been treated as compensation expense for post-combination services as payment of such amount was conditioned upon the continued employment of certain key employees of Machine Box in addition to the achievement of certain performance milestones by Machine Box. The fair value of the contingent amount was determined using a probability-weighted expected payment model. This expense was recognized as research and development expense over three separate intervals tied to the specific performance milestones during the 12 months following the acquisition. In 2019, the Company recorded compensation expense of $1,493 in research and development expense in connection with the additional contingent amounts. Machine Box achieved the technical development and integration milestones required to be completed within the 12 months after closing the acquisition and, as a result, in 2019, the former Machine Box stockholders became entitled to receive an aggregate of $600 in cash and an aggregate of 394,604 shares of the Company’s common stock, valued at a total of $2,389 based on the closing price of the Company’s common stock at each milestone date. In 2019, the Company paid to the former Machine Box stockholders an aggregate of $480 in cash and issued to them an aggregate 315,687 shares of common stock. The remaining $120 in cash and 78,917 shares of common stock were held back from payment and issuance until September 6, 2020 to secure certain indemnification and other obligations of the former stockholders of Machine Box. The value of all common stock that has been held back from issuance in connection with the acquisition was included in additional paid-in capital as of December 31, 2019. Machine Box is a developer of state-of-the-art machine learning technologies, which have enhanced the Company’s aiWARE platform capabilities. The following table summarizes the fair value of purchase price consideration to acquire Machine Box: Acquisition consideration Amount Cash consideration at closing $ 423 Equity consideration at closing 1,061 Total $ 1,484 The preliminary and final allocations of the purchase price as of the September 6, 2018 closing date under the acquisition method of accounting are set forth in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. The purchase price allocation was preliminary until the Company had the information required to make a determination of deferred taxes. In the third quarter of 2019, the Company updated the purchase price allocation based on the determination of the value of the deferred tax liability. Purchase price allocation Preliminary Final Cash $ 25 $ 25 Intangible assets 700 700 Accrued expenses (375 ) (375 ) Deferred tax liability - (172 ) Identifiable net assets acquired $ 350 $ 178 Goodwill 1,134 1,306 Total purchase price $ 1,484 $ 1,484 The following table presents details of the acquired intangible assets of Machine Box: Estimated Useful Life (in years) Fair Value Developed technology 5.0 $ 500 Trademarks and tradenames 2.3 100 Noncompete agreement 3.0 100 Total intangible assets $ 700 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 include identifiable intangible assets and the contingent earn-out amounts. Determining the fair value of assets and liabilities requires management to make significant estimates. The goodwill recognized is the excess of the purchase price over the fair value of net assets acquired. The Company does not expect to deduct any of the acquired goodwill for tax purposes. Unaudited Supplemental Pro Forma Information The following table presents unaudited pro forma combined financial information for the year ended December 31, 2018, as if the acquisition of Wazee Digital had occurred at the beginning of that year: Year Ended December 31, 2018 Net revenue - pro forma combined $ 39,196 Net loss - pro forma combined (62,086 ) The following adjustments were included in the unaudited pro forma combined net revenues: Year Ended December 31, 2018 Net revenue $ 27,047 Add: Net revenue - acquired business 12,149 Net revenue - pro forma combined $ 39,196 The following unaudited adjustments were included in the unaudited pro forma combined net loss: Year Ended December 31, 2018 Net loss $ (61,104 ) Add: Results of operations - acquired business 570 Less: Pro forma adjustments Depreciation and amortization 1,552 Net loss - pro forma combined $ (62,086 ) Net loss per share - pro forma combined: Basic and diluted $ (3.35 ) Shares used to compute net loss per share - pro forma combined: Basic and diluted 18,515 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 2018 or of the results of future operations of the consolidated business. The unaudited pro forma financial information does not reflect any operating efficiencies or cost savings that have or may be realized from the integration of the acquired business. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2019 | |
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: Year Ended December 31, 2019 2018 Numerator Net loss $ (62,078 ) $ (61,104 ) Denominator Weighted-average common shares outstanding 21,845,536 17,683,459 Less: Weighted-average shares subject to repurchase (47,822 ) (110,521 ) Denominator for basic and diluted net loss per share attributable to common stockholders 21,797,714 17,572,938 Basic and diluted net loss per share $ (2.85 ) $ (3.48 ) The Company reported net losses for both periods presented and, as such, all potentially dilutive shares of common stock would have been antidilutive for such periods. The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Year Ended December 31, 2019 2018 Common stock options and restricted stock units 9,858,931 8,625,088 Warrants to purchase common stock 1,297,151 1,232,734 11,156,082 9,857,822 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | NOTE 5. FINANCIAL INSTRUMENTS Cash, 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 as of December 31, 2019: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 23,710 $ — $ 23,710 $ 23,710 $ — Level 1: Money market funds 20,355 — 20,355 20,355 — Total $ 44,065 $ — $ 44,065 $ 44,065 $ — The following table shows the cost, gross unrealized losses and fair value, with a breakdown by significant investment category, of the Company’s cash, cash equivalents and marketable securities as of December 31, 2018: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 13,337 $ — $ 13,337 $ 13,337 $ — Level 1: Money market funds 24,202 — 24,202 24,202 — Level 2: U.S. government securities 2,500 (2 ) 2,498 — 2,498 Corporate debt securities 11,113 (46 ) 11,067 — 11,067 Subtotal 13,613 (48 ) 13,565 — 13,565 Total $ 51,152 $ (48 ) $ 51,104 $ 37,539 $ 13,565 The following tables show information about the Company’s marketable securities that were in a continuous unrealized loss position for less than 12 months and for 12 months or greater as of December 31, 2018: December 31, 2018 Continuous Unrealized Losses Less than 12 Months 12 Months or Greater Total Fair value of marketable securities $ 13,565 $ — $ 13,565 Unrealized losses $ (48 ) $ — $ (48 ) 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. Fair values were determined for each individual security in the securities portfolio. Stock Warrants 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 Company recorded this stock warrant at its fair value using the Black-Scholes option-pricing model. The holder is able to redeem the warrant for a number of shares having a value equal to the in-the-money value of the warrant. The Company recorded the fair value of the award as a liability upon issuance, and such fair value is remeasured at the end of each reporting period. The April 2018 Warrant was outstanding at December 31, 2019. The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the April 2018 Warrant: December 31, 2019 December 31, 2018 Volatility 70 % 70 % Risk-free rate 1.62 % 2.51 % Term 3.25 years 4.25 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 consolidated balance sheets at December 31, 2019 and 2018: Balance, December 31, 2017 $ — Issuance of warrant 207 Change in fair value (184 ) Balance, December 31, 2018 23 Change in fair value (16 ) Balance, December 31, 2019 $ 7 Changes in fair value of the April 2018 Warrant are recorded in other income, net in the Company’s consolidated statements of operations and comprehensive loss for the years ended December 31, 2019 and 2018. There were no transfers between Level 1, Level 2 or Level 3 financial instruments in the years ended December 31, 2019 and 2018. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 6. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The following table presents the changes in the carrying amount of goodwill: Carrying Amount Balance as of December 31, 2018 $ 5,509 Performance Bridge working capital adjustment 34 Performance Bridge purchase price allocation adjustment 1,309 Machine Box purchase price allocation adjustment 175 Wazee Digital purchase price allocation adjustment (123 ) Balance as of December 31, 2019 $ 6,904 Intangible Assets The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: December 31, 2019 December 31, 2018 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software and technology 1.3 $ 3,582 $ (2,171 ) $ 1,411 $ 3,576 $ (1,613 ) $ 1,963 Licensed technology 1.6 500 (208 ) 292 500 (42 ) 458 Developed technology 3.6 9,600 (2,560 ) 7,040 9,600 (792 ) 8,808 Customer relationships 3.6 9,300 (2,480 ) 6,820 9,300 (733 ) 8,567 Trademarks and trade names 0.9 100 (59 ) 41 100 (15 ) 85 Noncompete agreements 2.5 800 (278 ) 522 800 (201 ) 599 Total 3.4 $ 23,882 $ (7,756 ) $ 16,126 $ 23,876 $ (3,396 ) $ 20,480 The following table presents amortization expense associated with the Company’s finite-lived intangible assets, which is included in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2019 2018 Cost of revenues $ 2,028 $ 920 Sales and marketing 1,797 967 Research and development 1,025 1,076 General and administrative 10 13 Total $ 4,860 $ 2,976 Amortization of finite-lived intangible assets in cost of revenues and research and development in the consolidated statements of operations and comprehensive loss relates primarily to acquired developed technology. The following table summarizes the future estimated annual amortization expense for these assets at December 31, 2019: 2020 $ 5,382 2021 4,261 2022 3,963 2023 2,520 Total $ 16,126 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Financial Statements Details | NOTE 7. CONSOLIDATED FINANCIAL STATEMENTS DETAILS Consolidated Balance Sheets Details Accounts Receivable, Net Accounts receivable consisted of the following: As of December 31, December 31, 2019 2018 Accounts receivable — $ 19,184 $ 26,226 Accounts receivable — 1,269 2,418 Accounts receivable — 928 538 21,381 29,182 Less: allowance for doubtful accounts (29 ) (40 ) Accounts receivable, net $ 21,352 $ 29,142 The amount that the Company invoices and collects from advertising clients includes the cost of the advertisement placed for them with broadcasters and the amount of the commission earned by the Company. The average commission earned by the Company is less than 15% of the total amount invoiced and collected from the advertising clients. Property, Equipment and Improvements, Net Property, equipment and improvements consisted of the following: As of December 31, December 31, 2019 2018 Property and equipment $ 2,247 $ 2,019 Leasehold improvements 2,876 2,875 5,123 4,894 Less: accumulated depreciation (1,909 ) (886 ) Property, equipment and improvements, net $ 3,214 $ 4,008 Depreciation expense was $1,087 and $725 for the years ended December 31, 2019 and 2018, respectively. Accounts Payable Accounts payable consisted of the following: As of December 31, December 31, 2019 2018 Accounts payable — $ 15,697 $ 27,655 Accounts payable — 1,299 1,059 Total $ 16,996 $ 28,714 Accounts payable – Advertising reflects the amounts due to broadcasters for advertisements placed on behalf of the Company’s advertising clients. Consolidated Statements of Operations and Comprehensive Loss Details Net Revenues Net revenues for the periods presented were comprised of the following: Year Ended December 31, 2019 2018 Advertising $ 24,364 $ 17,146 aiWARE Content Licensing and Media Services 14,631 3,943 aiWARE SaaS Solutions 10,653 5,958 Total net revenues $ 49,648 $ 27,047 During the years ended December 31, 2019 and 2018, the Company’s advertising business made $216,483 and $145,352 in gross media placements, of which $200,709 and $121,143, respectively, were billed directly to clients. Of the amounts billed directly to clients, $177,930 and $105,737 represented media-related costs netted against billings during the years ended December 31, 2019 and 2018, respectively. Disaggregated Revenue in 2019 Net revenues disaggregated for the year ended December 31, 2019 were as follows: Year Ended December 31, 2019 Advertising $ 24,364 aiWARE Content Licensing and Media Services (by service type): Content Licensing 13,738 Media Services 893 Sub-total 14,631 aiWARE SaaS Solutions (by market): Media and Entertainment 9,735 Government, Legal and Compliance 918 Sub-total 10,653 Total net revenues $ 49,648 Other Income, Net Other income, net for the periods presented was comprised of the following: Year Ended December 31, 2019 2018 Interest income, net $ 549 $ 803 Change in fair value of warrant liability 16 184 Other (24 ) (79 ) Other income, net $ 541 $ 908 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8. COMMITMENTS AND CONTINGENCIES Leases The Company leases facilities under operating lease arrangements expiring at various years through fiscal 2024. Certain of the Company’s leases contain standard rent escalation and renewal clauses. Under certain leases, the Company is required to pay operating expenses in addition to base rent. Rent expense for lease payments is recognized on a straight-line basis over the lease term. As of December 31, 2019, future minimum lease payments were as follows: Minimum Annual Lease Year Ending December 31, Payments 2020 $ 2,443 2021 2,211 2022 1,852 2023 1,680 2024 1,730 Total minimum payments $ 9,916 The total rent expense for all operating leases was $2,987 and $2,134 for the years ended December 31, 2019 and 2018, respectively. 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 (Deficit)
Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Offerings On June 25, 2018, the Company completed an offering of its common stock, pursuant to which 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. Other Common Stock Transactions In June 2018, the Company entered into an Equity Distribution Agreement with JMP Securities as sales agent, pursuant to which it may offer and sell, from time to time, through JMP Securities, shares of its common stock having an aggregate offering price of up to $50,000. In 2019, the Company issued an aggregate of 5,205,430 shares of its common stock, which were sold pursuant to the Equity Distribution Agreement. The Company received net proceeds from such sales of $24,373 after deducting expenses of $756. In 2019 and 2018, the Company issued a total of 896,400 and 941,548 shares of its common stock, respectively, in connection with its acquisitions of Performance Bridge, Wazee Digital and Machine Box. See Note 3 for additional information. In 2019, the Company issued an aggregate of 235,808 shares of its common stock in connection with the exercise of stock options and the vesting of restricted stock units under its stock incentive plans, and purchases under its Employee Stock Purchase Plan (the “ESPP”), and cancelled a total of 2,121 shares of its common stock in connection with the forfeiture of restricted stock due to terminations or in payment of withholding taxes. In 2018, the Company issued an aggregate of 276,561 shares of its common stock in connection with the exercise of stock options and the vesting of restricted stock units under its stock incentive plans, and purchases under the ESPP, and cancelled a total of 4,184 of its common stock in connection with the forfeiture of restricted stock due to terminations or in payment of withholding taxes. See Note 10 for additional information. In 2018, the Company issued 7,412 shares Dividends on Common Stock The Company has never declared or paid cash dividends on its common stock. The Company currently intends to retain all available funds and any future earnings for use in the operation of the business and does not anticipate paying any dividends on its common stock in the foreseeable future. Any future determination to declare dividends will be made at the discretion of the Company’s Board of Directors and will depend on the Company’s financial condition, operating results, capital requirements, general business conditions and other factors that the Board of Directors may deem relevant. Common Stock Warrants As of December 31, 2019 and 2018, the Company had warrants to purchase a total of 1,297,151 shares of its common stock issued and outstanding. The Company issued a five-year warrant in April 2018 which enables the holder to purchase up to 20,000 shares of the Company’s common stock. In June 2018, the Company cancelled the warrant issued to Westwood One (“WWO”), which enabled WWO to purchase up to 247,422 shares of the Company’s common stock. All warrants were fully vested at December 31, 2019. The table below summarizes the warrants outstanding at December 31, 2019 and 2018: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock May 2017 5 $ 13.6088 809,400 Various dates in 2017 10 $ 13.6088 313,440 Various dates in 2016 4 $ 13.6088 154,311 April 2018 5 $ 11.7300 20,000 1,297,151 |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | NOTE 10. STOCK PLANS 2014 Stock Incentive Plan In 2014, the Company’s Board of Directors and stockholders approved and adopted the 2014 Stock Option/Stock Issuance Plan (the “2014 Plan”), which was amended in March 2015, October 2016 and April 2017. Under the 2014 Plan, incentive stock options, non-qualified stock options, restricted stock and restricted stock units may be granted to eligible employees, directors and consultants. The Company’s Board of Directors has resolved not to make any further awards under the 2014 Plan following the completion of the Company’s IPO. The 2014 Plan will continue to govern all outstanding awards granted thereunder. 2017 Stock Incentive Plan In April 2017, the Company’s Board of Directors and stockholders approved and adopted the 2017 Stock Incentive Plan (the “2017 Plan”), which became effective on May 11, 2017. Under the 2017 Plan, incentive stock options, non-qualified stock options, stock appreciation rights, stock awards and restricted stock units may be granted to employees, non-employee directors, consultants and advisors. Awards granted under the 2017 Plan may be subject to time-based and/or performance-based vesting conditions. The Company had initially reserved 2,000,000 shares of its common stock for issuance under the 2017 Plan. The share reserve increases automatically on the first trading day of January each calendar year by an amount equal to 3% of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to an annual maximum of 750,000 shares. As of December 31, 2019, an aggregate of 754,111 shares of common stock were available for future grant under the 2017 Plan. 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 under the 2018 Plan of nonstatutory stock options, having performance-based vesting conditions tied to the future achievement of stock price targets by the Company (each, a “Performance Option”), to the Company’s Chief Executive Officer for 1,809,900 shares (the “CEO Award”) and to the Company’s President for 1,357,425 shares (the “President Award”). 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. As of December 31, 2019, 183 shares of common stock were available for future grant under the 2018 Plan. Terms of Awards Under Stock Plans The 2014 Plan, 2017 Plan and 2018 Plan are collectively referred to herein as the “Stock Plans.” The Stock Plans are administered by the compensation committee of the Board of Directors, which determines the recipients and the terms of the awards granted (with the exception of the CEO Award and President Award, which were approved by the Special Committee). All stock options granted under the Stock Plans have exercise prices equal to or greater than the fair market value of the Company’s common stock on the grant date, and expire ten years after the grant date, subject to earlier expiration in the event of termination of the optionee’s continuous service with the Company as further described in each Stock Plan. The vesting of all awards granted under the Stock Plans is generally subject to the awardee’s continuous service with the Company, with certain exceptions, as further described in each Stock Plan. The Company has granted to employees, non-employee directors and consultants awards of stock options, restricted stock and restricted stock units that are subject to time-based vesting conditions. The time-based stock options that have been granted to employees and consultants generally vest over a period of four years (with the exception of certain stock options granted to the Company’s Chief Executive Officer and President in 2017, which vest over a period of three years, and certain other limited exceptions). Restricted stock units that have been awarded to employees generally vest over periods of one to two years. The restricted stock units awarded to members of the Company’s Board of Directors under the automatic grant program provisions of the 2017 Plan generally vest over a period of The Company has also granted Performance Options under the 2018 Plan and the 2017 Plan. All such Performance Options will become exercisable in three equal tranches based on the achievement of specific market price targets 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 target for a period of 30 consecutive trading days. Stock-based Compensation The Company recognizes stock-based compensation expense for awards granted under the Stock Plans ratably over the requisite service period. For awards subject to time-based vesting conditions, the service period is generally the vesting period. For Performance Options, a derived service period is estimated for each tranche under the Monte Carlo simulation model. The Company also recognizes stock-based compensation expense related to the Company’s ESPP ratably over each purchase interval. The fair values of time-based stock options granted under the Stock Plans and purchase rights under the ESPP are determined as of the grant date using the Black-Scholes-Merton option-pricing model. The assumptions used in calculating the fair values of time-based stock options granted during the years ended December 31, 2019 and 2018 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2019 2018 Expected term (in years) 6.0 - 6.1 6.0 - 6.1 Expected volatility 65% - 68% 53% - 69% Risk-free interest rate 1.5% - 2.6% 2.6% - 3.1% Expected dividend yield — — The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2019 and 2018 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2019 2018 Expected term (in years) 0.5 - 2.0 0.5 Expected volatility 62% - 71% 51% - 53% Risk-free interest rate 1.7% - 2.5% 1.2% - 1.9% Expected dividend yield — — The Company values Performance Options using a Monte Carlo simulation model. A fair value per share is determined for each of the three equal tranches of each Performance Option. The assumptions used in the Monte Carlo simulation model for computing the grant date fair values of the Performance Options granted to employees during the year ended December 31, 2019, and the Performance Options granted during the year ended December 31, 2018, which consisted entirely of the CEO Award and the President Award, are set forth in the table below: Year Ended Year Ended December 31, December 31, 2019 2018 Grant date stock price $4.65 - $8.34 $ 16.82 Dividend yield — % — % Risk-free interest rate 2.7 % 2.9 % Estimated volatility 65 % 73 % The stock-based compensation expense by type of award and by operating expense grouping are presented below: Year Ended December 31, 2019 2018 Stock-based compensation expense by type of award: Restricted stock units $ 952 $ 427 Restricted stock awards 350 463 Machine Box contingent common stock issuances 1,255 1,110 Performance-based stock options 8,000 3,799 Stock options 9,610 8,940 Employee stock purchase plan 490 754 Total $ 20,657 $ 15,493 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 1,035 $ 1,018 Research and development 2,549 2,278 General and administrative 17,073 12,197 $ 20,657 $ 15,493 Stock Plan Activity Restricted Stock Awards The Company’s restricted stock activity for the year ended December 31, 2019 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2018 72,208 $ 7.26 Forfeited (150 ) $ 7.50 Vested (49,245 ) $ 7.15 Unvested at December 31, 2019 22,813 $ 7.50 As of December 31, 2019, total unrecognized compensation cost related to restricted stock was $150, which is expected to be recognized over a period of 0.8 year. Restricted Stock Units The Company’s restricted stock units activity for the year ended December 31, 2019 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2018 49,143 $ 12.57 Granted 162,211 $ 6.97 Forfeited (19,200 ) $ 8.81 Vested (50,009 ) $ 12.51 Unvested at December 31, 2019 142,145 $ 6.71 As of December 31, 2019, total unrecognized compensation cost related to restricted stock units was $372, which is expected to be recognized over a period of 0.9 year. The weighted average grant date fair values per share of restricted stock units granted in the years ended December 31, 2019 and 2018 were $6.97 and $13.46, respectively. The fair values of restricted stock units vested during the years ended December 31, 2019 and 2018 totaled $362 and $901, respectively. Performance Options The activity related to Performance Options for the year ended December 31, 2019 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2018 3,167,325 $ 21.25 — — Granted 1,619,175 $ 5.69 Forfeited (301,761 ) $ 5.66 Outstanding at December 31, 2019 4,484,739 $ 16.68 8.59 years $ — Exercisable at December 31, 2019 — $ — — $ — The weighted average grant date fair values per share of Performance Options granted during the years ended December 31, 2019 and 2018 were $2.55 and $9.59, respectively. No performance-based stock options vested during the years ended December 31, 2019 and 2018. At December 31, 2019, total unrecognized compensation expense related to Performance Options was $21,493 and is expected to be recognized over a weighted average period of 3 years. Stock Options The activity related to all other stock options for the year ended December 31, 2019 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2018 5,154,691 $ 13.78 Granted 672,096 $ 5.59 Exercised (57,212 ) $ 2.99 Forfeited (446,338 ) $ 11.12 Expired (126,459 ) $ 13.03 Outstanding at December 31, 2019 5,196,778 $ 13.09 7.51 years $ 255 Exercisable at December 31, 2019 3,771,201 $ 13.98 7.13 years $ 254 The weighted average grant date fair values per share of stock options granted in the years ended December 31, 2019 and 2018 were $3.47 and $7.40, respectively. The aggregate intrinsic values of the options exercised during the years ended December 31, 2019 and 2018 were $189 and $1,984, respectively. The total grant date fair values of stock options vested during the years ended December 31, 2019 and 2018 were $10,226 and $8,929, respectively. At December 31, 2019, total unrecognized compensation expense related to stock options was $8,137 and is expected to be recognized over a weighted average period of 1.9 years. The aggregate intrinsic values in the tables above represent the difference between the fair market value of the Company’s common stock and the average option exercise price of in-the-money options multiplied by the number of such options. Employee Stock Purchase Plan In April 2017, the Company’s Board of Directors and stockholders approved and adopted the ESPP, which became effective on May 11, 2017. The ESPP is administered by the Compensation Committee of the Board of Directors and is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. Under the ESPP, each offering period is generally 24 months with four, six-month purchase intervals, and new offering periods generally commence every six months, as determined by the Compensation Committee of the Board of Directors. The purchase price for shares of the Company’s common stock under the ESPP will be established by the plan administrator prior to the start of the offering period, but will not be less than 85% of the lower of the fair market value of the Company’s common stock on (i) the first day of the offering period and (ii) the purchase date. Each purchase right granted to an employee will provide an employee with the right to purchase up to 1,000 shares of common stock on each purchase date within the offering period, subject to an aggregate limit of 200,000 shares purchased under the ESPP on each purchase date, and subject to the purchase limitations in each calendar year under Section 423 of the Internal Revenue Code. The Company had initially reserved 1,000,000 shares of its common stock for issuance under the ESPP. The share reserve increases automatically on the first trading day of January each calendar year by an amount equal to 1% of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to an annual maximum of 250,000 shares. The ESPP contains a reset provision, which provides that, if the Company’s stock price on any purchase date under an offering period is less than the stock price on the start date of that offering period, then all employees participating in that offering period will be automatically transferred to the new offering period starting on the next business day following such purchase date, so long as the stock price on that start date is lower than the stock price on the start date of the offering period in which they are enrolled. This reset feature was triggered under the ESPP on August 1, 2018 and on February 1, 2019. These resets constituted modifications pursuant to the guidance in ASC 718, Stock Based Compensation Employee payroll deductions accrued under the ESPP as of December 31, 2019 and 2018 totaled $196 and $448, respectively. During the years ended December 31, 2018 and 2019 a total of 129,514 and 80,654 shares of common stock were purchased under the ESPP at a weighted average purchase price of $4.65 and $12.72, respectively. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 11. PROVISION FOR INCOME TAXES The components of the Company’s loss before the provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 United States of America $ (63,624 ) $ (61,169 ) Foreign 94 87 Total $ (63,530 ) $ (61,082 ) The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Current Federal $ — $ — State 19 6 Foreign 18 16 Total Current Provision 37 22 Deferred Federal (14,188 ) (12,146 ) State (1,073 ) (4,809 ) Foreign — — Change in valuation allowance 13,772 16,955 Total deferred (benefit) provision (1,489 ) — Total (benefit) provision $ (1,452 ) $ 22 A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2019 and 2018 is as follows: Year Ended December 31, 2019 2018 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 1.17 6.23 Meals, entertainment and other (0.55 ) (0.02 ) Benefit from basis difference in acquired asset 2.34 — Change in valuation allowance (21.68 ) (27.25 ) Benefit from (provision for) income taxes 2.28 % (0.04 %) The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 2018 Net operating losses $ 38,674 $ 30,112 Stock-based compensation 10,702 7,141 Accrued expenses 180 178 Research credits 710 547 Other 577 682 Gross deferred tax assets 50,843 38,660 Less: valuation allowance (49,005 ) (35,233 ) Total deferred tax assets 1,838 3,427 Other - fixed assets and intangibles (1,838 ) (3,427 ) Total deferred tax liabilities (1,838 ) (3,427 ) Net deferred tax assets $ — $ — The Company has evaluated the available positive and negative evidence supporting the realization of its gross deferred tax assets, including its cumulative losses, and the amount and timing of future taxable income, and has determined it is more likely than not that the assets will not be realized. Accordingly, the Company recorded a full valuation allowance as of December 31, 2019 and 2018 against its U.S. federal and state deferred tax assets as of December 31, 2019 and 2018. The change in the valuation allowance for the years ended December 31, 2019 and 2018 is as follows: Year Ended December 31, 2019 2018 Valuation allowance, at beginning of year $ 35,233 $ 18,278 Increase in valuation allowance 13,772 16,955 Valuation allowance, at end of year $ 49,005 $ 35,233 As of December 31, 2019, the Company has federal and state income tax net operating loss carryforwards of approximately $162,901 and $157,965, respectively. The U.S. federal and state net operating losses will begin to expire in 2034 and 2020, respectively, unless previously utilized. Net operating loss carryforwards generated after January 1, 2018 may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. In addition, the Company had federal and state research and development credit carryforwards of approximately $505 and $260, respectively, as of December 31, 2019. The federal research and development credit will begin to expire in 2036 if unused and the state research and expenditure credit may be carried forward indefinitely. Certain tax attributes may be subject to an annual limitation in the event there has been or is a change of ownership as defined under Internal Revenue Code Section 382. The Company is subject to taxation in the United States and various states. Its U.S. federal tax returns and state returns are open for examination for tax years 2014 and forward. The Company is not currently under examination from tax authorities in the jurisdictions in which the Company does business. The Tax Cuts and Jobs Act (“TCJA”) was enacted in December 2017. Impacts of the TCJA for the year ended December 31, 2017 included remeasuring federal deferred tax assets and liabilities due to the reduction of the U.S. corporate income tax rate from 35% to 21%. In connection with the TCJA, the SEC issued guidance with allowed a year to finalize the income tax effect of the TCJA. Other aspects of the TCJA did not take effect until 2018. As of December 31, 2019, we have completed our accounting for the tax effects of the TCJA. No further adjustments were made with respect to the previously recorded provisional amounts. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12. RELATED PARTY TRANSACTIONS In March 2017, the Company entered into three-year employment agreements with each of Chad Steelberg, the Company’s Chief Executive Officer, and Ryan Steelberg, the Company’s President. Under these agreements, the Company reimbursed Chad Steelberg and Ryan Steelberg for the costs of their healthcare plans. During the years ended December 31, 2019 and 2018, the Company expensed $71 and $56 for the cost of such plans, respectively. As of December 31, 2019 and 2018, the Company has an accrual of $0 and $5, respectively related to these healthcare plans. There were no other related party transactions as of December 31, 2019 and 2018. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 13. SUBSEQUENT EVENTS Subsequent to December 31, 2019, the Company sold an aggregate of 1,292,208 shares of its common stock pursuant to the Equity Distribution Agreement, resulting in net proceeds of approximately $2,984 after deducting commissions of $92. The terms of the Equity Distribution Agreement are discussed in Note 9. |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of Veritone, Inc. and all of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Liquidity and Capital Resources | Liquidity and Capital Resources During 2019 and 2018, the Company generated negative cash flows from operations of $30,117 and $41,770, respectively, and incurred net losses of $62,078 and $61,104, respectively. Also, the Company had an accumulated deficit of $232,489 as of December 31, 2019. Historically, the Company has satisfied its capital needs with the net proceeds from its sales of equity securities, its issuance of convertible debt, and the exercise of common stock warrants. In The Company expects to continue to generate net losses for the foreseeable future as it makes significant investments in developing and selling its aiWARE SaaS solutions. Management believes that the Company’s existing balances of cash and cash equivalents, which totaled $44,065 as of December 31, 2019, will be sufficient to meet its anticipated cash requirements for at least twelve months from the date that these financial statements are issued. However, the Company does not expect that its current cash and cash equivalents will be sufficient to support the development of its business to the point at which the Company has positive cash flows from operations. The Company plans to meet its future needs for additional capital through equity and/or debt financings. Equity financings may include sales of common stock under the Company’s Equity Distribution Agreement pursuant to which the Company may offer and sell, from time to time, shares of its common stock having an aggregate available offering price of up to $21,737. Such financing may not be available on terms favorable to the Company or at all. If the Company is unable to obtain adequate financing or financing on terms satisfactory to it when required, the Company’s ability to continue to support its business growth, scale its infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of the accompanying 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 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, income taxes, and the allocation of net assets acquired from business acquisitions as well as contingent consideration, where applicable. Actual results could differ from those estimates. |
Business Combinations | Business Combinations The results of a business acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values as of the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. |
Cash Equivalents and Marketable Securities | Cash Equivalents and Marketable Securities All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. The Company’s marketable securities have been classified and accounted for as available-for-sale securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. Marketable securities are classified as short-term based on their availability for use in current operations. The Company’s marketable securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in the Company’s consolidated statement of operations and comprehensive loss in the period in which such determination is made. |
Accounts Receivable and Expenditures Billable to Clients | Accounts Receivable and Expenditures Billable to Clients Accounts receivable consist primarily of amounts due from advertising clients and aiWARE customers under normal trade terms. Allowances for uncollectible accounts are recorded based upon a number of factors that are reviewed by the Company on an ongoing basis, including historical amounts that have been written off, an evaluation of current economic conditions, and an assessment of customer creditworthiness. A considerable amount of judgment is required in assessing the ultimate realization of accounts receivable. The amounts due from clients based on costs incurred or fees earned that have not yet been billed to clients are reflected as expenditures billable to clients in the accompanying consolidated balance sheets. |
Fair Value of Financial Instruments | Fair Value of 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, which 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, is 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 cash equivalents (including money market funds) and marketable securities 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 marketable securities held as of December 31, 2018 included government securities, commercial paper and corporate debt securities. These financial instruments were valued on the basis of valuations provided by a third-party pricing service. The Company’s stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants are recorded within other accrued liabilities and equity in the Company’s consolidated balance sheets as of December 31, 2019 and 2018. The warrants have been recorded at their fair value using a probability weighted expected return model or Black-Scholes-Merton option pricing model. These models incorporate contractual terms and assumptions regarding expected term, risk-free 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. The Company’s other financial instruments consist primarily of cash, accounts receivable and accounts payable. The Company has determined that the carrying values of these financial instruments approximate fair value for the periods presented due to their short-term nature and the relatively stable current interest rate environment. |
Long-Term Restricted Cash | Long-Term Restricted Cash Long-term restricted cash consists primarily of security deposits for certain operating leases and collateral required as security for the Company’s corporate credit cards. |
Property, Equipment and Improvements | Property, Equipment and Improvements Property, equipment and improvements are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred. Major improvements enhancing the function and/or useful life of the related assets are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives (or lease term, if shorter) of the related assets. At the time of retirement or disposition of these assets, the cost and accumulated depreciation or amortization are removed from the accounts and any related gains or losses are recorded in the Company’s statement of operations and comprehensive loss. The useful lives of property, equipment and improvements are as follows: • Property and equipment — 3 years • Leasehold improvements — 5 years or the remaining lease term, whichever is shorter The Company assesses the recoverability of property, equipment and improvements whenever events or changes in circumstances indicate that their carrying value may not be recoverable. No property, equipment and improvements were impaired in the periods presented. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets include acquired developed technology, licensed technology, customer relationships, noncompete covenants, and trademarks and tradenames. Intangible assets are amortized on a straight-line basis over the applicable amortization period as set forth below. The amortization periods for intangible assets are as follows: • Developed technology — 5 years • Customer relationships — 5 years • Noncompete agreements — 3 to 4 years • Trademarks and trade names — approximately 2 years • Licensed technology — lesser of the term of the agreement, or the estimated useful life Intangible asset amortization expense is recorded to cost of revenues, sales and marketing, or research and development expense in the consolidated statements of operations and comprehensive loss. |
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long-Lived Assets Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. The Company’s annual impairment test is performed during the second quarter. In assessing goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that the fair value of a reporting unit is less than its carrying amount. The Company’s qualitative assessment of the recoverability of goodwill considers various macro-economic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of such reporting unit is less than its carrying amount, then a quantitative analysis is unnecessary. However, if the Company concludes otherwise, or if it elects to bypass the qualitative analysis, then it is required to perform a quantitative analysis that compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, a goodwill impairment loss is recognized for the lesser of: (a) the amount that the carrying amount of a reporting unit exceeds its fair value; or (b) the amount of the goodwill allocated to that reporting unit. The Company conducted a quantitative analysis of its goodwill assets as of the end of 2019, due to the decrease in the market price of the Company’s common stock, and determined that its goodwill assets were not impaired. The Company reviews long-lived assets to be held and used, other than goodwill, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared with the asset’s carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value. No impairment of goodwill or long-lived assets was recorded for the years ended December 31, 2019 and 2018. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under its contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers The Company recognizes revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company follows a five-step process to determine revenue recognition, as follows: • Identifies the contracts(s) with a customer; • Identifies the performance obligations in the contract; • Determines the transaction price; • Allocates the transaction price to the performance obligations in the contract; and • Recognizes revenue when (or as) performance obligations are satisfied. The Company enters into contracts with customers that may include promises to transfer multiple services. The Company evaluates these services to determine whether they represent distinct, separately identifiable performance obligations that should be accounted for separately or as a single performance obligation. For contracts containing multiple performance obligations, to meet the allocation objective of Topic 606, the Company allocates the transaction price to each performance obligation on a relative standalone selling price (“SSP”) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. For certain arrangements, the determinations regarding whether a contract contains multiple performance obligations and, if so, the SSP of each performance obligation, may require judgment by management. Advertising Revenues The Company’s advertising business places advertisements for clients, primarily with radio broadcasters, podcasters and digital media producers. The Company receives commissions, at varying rates negotiated with its clients, as consideration for all services performed by the Company in conjunction with such media placements. Under the most common billing arrangements, the Company bills clients for the gross cost of the advertisement, which is set by the broadcaster, less any discounts negotiated with the client off of the broadcaster’s standard commission rate. The Company remits to the broadcaster the gross amount less the standard commission set by the broadcaster. The amount billed to the client, less the amount payable to the broadcaster, represents the Company’s commission and is recognized as advertising revenue. All significant services performed by the Company under its contracts with advertising clients in conjunction with media placements, including planning and placing media and verifying that advertisements have aired, represent a single performance obligation as such services are highly interrelated. The Company’s commission, which represents the transaction price, is recognized as revenue at a point in time when the advertisement is aired, which is the point at which the Company has an enforceable right to payment of its commission. The Company’s clients are sometimes required to make a deposit or prepay the gross costs of advertisements, including the Company’s commission. Such amounts are reflected as client advances on the Company’s consolidated balance sheets until all revenue recognition criteria have been met. aiWARE Content Licensing Revenues The Company has agreements with third-party owners of digital assets pursuant to which the Company licenses those assets to customers and remits royalties to the content owners. In licensing such third-party digital assets, the Company hosts public and private content libraries on the Company’s platform to enable customers to view and search for digital assets to be licensed, establishes and negotiates with customers the scope and term of, and the prices for, licenses to those digital assets, and makes the licensed digital assets available to the customers. The Company is considered the principal under most agreements that have this range of services due to obtaining control prior to transfer of the assets, and the Company records the revenue from the customer gross of royalties due to the content owner. In limited cases, the Company does not obtain control prior to transfer of the assets, and accordingly, the Company records revenues net of royalties due to the content owner. The Company licenses digital assets under (i) individual license agreements, pursuant to which the customer licenses a particular digital asset (or set of digital assets) for a specified license fee, and (ii) bulk license agreements, pursuant to which the customer pays a fixed fee to have access to view and search third-party owners’ content and to license a specified number of minutes of that content in each year over the term of the contracts, which typically range from one to three years, with certain contracts specifying usage-based license fees for additional digital assets that may be licensed by the customer. Under individual license agreements, the Company has a single performance obligation, which is to make the licensed digital assets available to the customer, generally by download. The Company recognizes the license fees charged for the digital assets as revenue when the licensed digital assets are made available to the customer. Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making assets selected by the customer available for download, throughout the term of the contract. All of these services are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If the customer selects digital assets in excess of the amount included in the fixed fees under the contract, the Company constrains the variable consideration until the usage occurs and recognizes such usage-based license fees as the digital assets are made available to the customer, consistent with the usage-based royalty accounting of Topic 606. aiWARE SaaS Revenues The Company has agreements with customers under which it provides customers with access to and use of the Company’s aiWARE and digital content management platforms. Under most agreements, the Company provides access to the platform, specified applications and associated data ingestion, hosting and/or processing services, and provides standard user support. Fees for these services typically take the form of a fixed monthly subscription fee, with certain contracts specifying usage-based fees for data processing services in excess of the data processing services included as part of such subscription services. Fees for excess usage-based data processing services are accounted for as variable consideration. In certain cases, the fixed monthly subscription fee may adjust during each monthly period of the contract based on changes in the monthly volume of services, at the rates established in the contract. These contracts typically have terms ranging from one to three years, with renewal options, and do not contain refund-type provisions. All significant services provided as part of these subscription arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term (collectively, the “subscription services”), with the exception of the additional usage-based services, which represent a separate performance obligation as discussed below. The fixed subscription fees are recognized as revenue ratably over the contract term, at the applicable monthly rate, as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If a portion of the term of a contract is cancellable, the Company determines the transaction price for, and recognizes revenue ratably over, the non-cancellable portion of the term of the contract. The Company also makes data processing, storage and transfer services available to customers through its aiWARE and digital content management platforms under usage-based arrangements with no minimum fees, either separately or in addition to subscription services as described above. Fees are charged for actual usage of such services at the rates specified in the contract for each particular service. Each of these distinct services represents an individual performance obligation. When sold in connection with subscription services, the Company considers the allocation guidance of Topic 606. Variable consideration for usage-based data processing, storage and transfer services is recognized in the month in which it is earned, as the payment terms relate to a specific outcome (amount of data processed, stored or transferred) of delivering the distinct time increment (the month) of services, and represents the fees to which the Company expects to be entitled for providing the services, and allocating the variable fees in this way is consistent with the allocation objective of Topic 606. The Company typically invoices its aiWARE SaaS customers monthly, and invoices are due and payable within 30 days following the date of invoice. Amounts that have been invoiced are recorded in accounts receivable or in deferred revenue, depending on whether transfer of control to customers of the promised services has occurred. Remaining Performance Obligations As of December 31, 2019, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $7,182, approximately 71% of which the Company expects to recognize as revenue over the next twelve months, and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations. |
Cost of Revenues | Cost of Revenues Cost of revenues related to the Company’s advertising business consists of production costs relating to advertising content. Cost of revenues related to the Company’s aiWARE content licensing and media services include royalties paid to content owners on revenues generated from the Company’s licensing of their content, and fees charged by vendors that provide products and services in support of the Company’s live event services and obtaining of talent and property clearances. Cost of revenues related to the Company’s aiWARE SaaS solutions consists primarily of fees charged by vendors for cloud infrastructure, computing and storage services and engine processing services related to the operation of the Company’s platforms. The Company’s arrangements with cloud infrastructure providers typically require fees that are based on computing time, data storage and transfer volumes, and reserved computing capacity. The Company also pays fees to third-party providers of cognitive engines, which are generally based upon the hours of media processed through their engines. Cost of revenues also includes amortization expense primarily for developed technology acquired in business combinations. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is estimated at the grant date based on the fair value of the award. Prior to the Company’s initial public offering (“IPO”), the fair values of restricted stock awards were estimated at the date of grant by using both the option-pricing method and the probability-weighted expected return method. Following the Company’s IPO, the fair values of restricted stock and restricted stock unit awards granted by the Company are based on the closing market price of the Company’s common stock on the date of grant. The Company estimates the fair values of stock options having time-based vesting conditions, as well as purchase rights under the Company’s Employee Stock Purchase Plan (“ESPP”), using the Black-Scholes-Merton option pricing model. The Company’s performance-based stock options will vest if a specified target price for the Company’s common stock is achieved. The Company estimates the fair values of performance-based stock options utilizing a Monte Carlo simulation model, to estimate the date that the specified stock price targets will be achieved (the attainment date), and the Black-Scholes-Merton option pricing model. A fair value is determined for each tranche of such performance-based stock options that is tied to a particular stock price target. Determining the appropriate fair values of stock options and ESPP purchase rights at the grant date requires significant judgment, including estimating the volatility of the Company’s common stock, the expected term of awards, and the derived service periods for each tranche of performance stock options. In determining fair values prior to June 2018, the Company estimated volatility based on the historical volatility of the shares of a group of publicly traded peer companies, equally weighted, over the expected term. Since June 2018, the Company has included the historical volatility of its own common stock along with the volatility of the peer group as the Company’s common stock has had longer trading history. In calculating estimated volatility, the volatility of the Company’s common stock has been given a 25% weighting, and the volatility of the peer group companies has been given 75% weighting, with each peer company weighted equally. The Company will continue utilizing this combination and will periodically assess the weightings as additional historical volatility data for its own shares of common stock becomes available. The expected term for stock options other than performance-based stock options represents the period of time that stock options are expected to be outstanding and is determined using the simplified method. Under the simplified method, the expected term is calculated as the midpoint between the weighted average vesting date and the contractual term of the options. The expected term for performance-based stock options considers the remaining term of the option after the attainment date and the ratio of the stock price at the attainment date to the option exercise price. The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term of the award. The assumptions used in the Company’s Black-Scholes-Merton option-pricing and Monte Carlo simulation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of stock-based awards is amortized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period (other than performance-based stock options). For performance-based stock options, expense is recognized over a graded-vesting attribution basis over the period from the grant date to the estimated attainment date, which is the derived service period of each tranche of the award. In recording stock-based compensation expense, the Company accounts for actual forfeitures as they occur and does not estimate forfeitures. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are primarily included in sales and marketing expenses in the Company’s consolidated statements of operations and comprehensive loss. Advertising and marketing costs include online and print advertising, public relations, tradeshows, and sponsorships. For the years ended December 31, 2019 and 2018, the Company recorded expense of $1,763 and $1,564, respectively, for advertising and marketing costs. |
Research and Development Costs and Software Development Costs | Research and Development Costs and Software Development Costs Research and development costs are expensed as incurred. Costs related to the development of computer software to be sold, leased, or otherwise marketed by the Company in the future are subject to capitalization beginning when a product’s technological feasibility has been established and ending when a product is available for general release to customers. However, in most instances, the Company’s products are released soon after technological feasibility has been established and, as a result, software development costs are expensed as incurred. No software development costs were capitalized in 2019 or 2018. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are established for temporary differences between the financial statement carrying amounts and the tax bases of the Company’s assets and liabilities using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The Company assesses the likelihood that the deferred tax assets will be recovered from future taxable income and, if recovery is not more likely than not, the Company establishes a valuation allowance to reduce the deferred tax assets to the amounts expected to be realized. Realization of the deferred tax assets is dependent on the Company generating sufficient taxable income in future years to obtain a benefit from the reversal of temporary differences and from net operating losses. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to determine whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. If the first test is met, then the second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting equity that are excluded from net loss. These consist of unrealized gain (loss) on marketable securities, net of income tax, and foreign currency translation adjustments. |
Segment Information | Segment Information The Company reports segment information based on the internal reporting used by the chief operating decision maker for making decisions and assessing performance as the source of the Company’s reportable segments. The Company’s reportable segments include Advertising, aiWARE Content Licensing and Media Services and aiWARE SaaS Solutions. In making decisions and assessing performance, the chief operating decision maker evaluates net revenues of each reportable segment (see Note 7) but does not evaluate other metrics such as total assets, net income (loss), capital expenditures, goodwill or other intangible assets financial information by reportable segment. The Company evaluates the cost of revenues on a combined but not allocated basis, and evaluates all operating expenses on a consolidated basis. The Company’s presence is primarily in the United States of America and it therefore does not have geographic segments to report. |
Significant Customers | Significant Customers The Company’s top ten customers accounted for approximately 24% and 39% of the Company’s net revenues for the years ended December 31, 2019 and 2018, respectively. No individual customer accounted for 10% or more of the Company’s net revenues for the years ended December 31, 2019 and 2018. No individual customer accounted for 10% or more of the Company’s accounts receivable as of December 31, 2019, |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and accounts receivable. The Company places its cash and cash equivalents with what management believes are quality financial institutions in the United States and performs periodic evaluations of the relative credit standing of these financial institutions in order to limit the amount of credit exposure with any one institution. At times, the value of the United States deposits exceeds federally insured limits. The Company has not experienced any losses in such accounts. The majority of the Company’s marketable securities are managed by an investment management firm, under the oversight of the Company’s senior financial management team. The portfolio manager invests the funds in accordance with the Company’s investment policy, which, among other things, limits the amounts that may be invested with one issuer. Such policy is reviewed periodically by the Company’s senior financial management team and the Audit Committee of the Company’s Board of Directors. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 107 of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting Effective for the Company’s fiscal year ended December 31, 2019, the Company adopted the provisions and expanded disclosure requirements described in ASU 2014-09, Revenue from Contracts with Customers (Topic 606)(“Topic 606”) • Some multi-year contracts include fixed annual price increases. Historically, the Company recognized revenue based on the price allocated to each year. Now, the Company recognizes the aggregate fixed price as revenue ratably over the full term of the contract. • Historically, certain variable consideration was recognized one month in arrears when the amount became known. These revenues are now recognized in the month in which the service is provided based on an estimate of the amount that the Company expects to be entitled to receive for the services. These revenues do not represent a material portion of the Company’s total net revenues. During the year ended December 31, 2019, the Company’s quarterly financial statements were prepared using the prior revenue recognition standard, Topic 605, Revenue Recognition will be presented using Topic 606. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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 In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, Income Taxes |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Performance Bridge [Member] | |
Summary of Fair Value of Purchase Price Consideration | The following table summarizes the fair value of purchase price consideration to acquire Performance Bridge: Acquisition consideration Amount Cash consideration at closing $ 1,220 Equity consideration at closing 3,938 Working capital adjustment 34 Contingent earnout 3,770 Total $ 8,962 |
Summary of Preliminary and Final Purchase Price Allocations | The preliminary and final allocations of the purchase price as of the August 21, 2018 closing date under the acquisition method of accounting are set forth in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. The purchase price allocation was preliminary until the Company had the information required to make a determination regarding deferred taxes. In the third quarter of 2019, the Company updated the purchase price allocation based on its determination of the value of the deferred tax liability. Purchase price allocation Preliminary Final Cash $ 2,283 $ 2,283 Accounts receivable 3,551 3,551 Prepaid and other current assets 23 23 Property and equipment 43 43 Intangible assets 5,800 5,800 Accounts payable (1,402 ) (1,402 ) Accrued expenses and other current liabilities (4,337 ) (4,337 ) Accrued compensation (42 ) (42 ) Deferred tax liability - (1,317 ) Identifiable net assets acquired $ 5,919 $ 4,602 Goodwill 3,043 4,360 Total purchase price $ 8,962 $ 8,962 |
Summary of Details of Acquired Intangible Assets | The following table presents details of the acquired intangible assets of Performance Bridge: Estimated Useful Life (in years) Fair Value Customer relationships 5.0 $ 5,100 Noncompete agreement 4.0 700 Total intangible assets $ 5,800 |
Wazee Digital Inc [Member] | |
Summary of 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 5,129 Total $ 12,552 |
Summary of Preliminary and Final Purchase Price Allocations | The preliminary and final allocations of the purchase price as of the August 31, 2018 closing date under the acquisition method of accounting are presented in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. Purchase price allocation Preliminary Final Cash $ 975 $ 975 Accounts receivable 2,396 2,396 Prepaid and other current assets 376 376 Property and equipment 292 292 Intangible assets 13,300 13,300 Accounts payable (825 ) (825 ) Accrued expenses and other current liabilities (3,639 ) (3,516 ) Accrued compensation (850 ) (850 ) Other long-term liabilities (700 ) (700 ) Identifiable net assets acquired $ 11,325 $ 11,448 Goodwill 1,227 1,104 Total purchase price $ 12,552 $ 12,552 |
Summary of Details of Acquired Intangible Assets | The following table presents details of the acquired intangible assets of Wazee Digital: Estimated Useful Life (in years) Fair Value Developed technology 5.0 $ 9,100 Customer relationships 5.0 4,200 Total intangible assets $ 13,300 |
Summary of Unaudited Pro Forma Combined Financial Information | The following table presents unaudited pro forma combined financial information for the year ended December 31, 2018, as if the acquisition of Wazee Digital had occurred at the beginning of that year: Year Ended December 31, 2018 Net revenue - pro forma combined $ 39,196 Net loss - pro forma combined (62,086 ) |
Summary of Adjustments Included in Unaudited Pro Forma Combined Net Revenues | The following adjustments were included in the unaudited pro forma combined net revenues: Year Ended December 31, 2018 Net revenue $ 27,047 Add: Net revenue - acquired business 12,149 Net revenue - pro forma combined $ 39,196 |
Summary of Unaudited Adjustments Included in Unaudited Pro Forma Combined Net Loss | The following unaudited adjustments were included in the unaudited pro forma combined net loss: Year Ended December 31, 2018 Net loss $ (61,104 ) Add: Results of operations - acquired business 570 Less: Pro forma adjustments Depreciation and amortization 1,552 Net loss - pro forma combined $ (62,086 ) Net loss per share - pro forma combined: Basic and diluted $ (3.35 ) Shares used to compute net loss per share - pro forma combined: Basic and diluted 18,515 |
Machine Box, Inc. [Member] | |
Summary of Fair Value of Purchase Price Consideration | The following table summarizes the fair value of purchase price consideration to acquire Machine Box: Acquisition consideration Amount Cash consideration at closing $ 423 Equity consideration at closing 1,061 Total $ 1,484 |
Summary of Preliminary and Final Purchase Price Allocations | The preliminary and final allocations of the purchase price as of the September 6, 2018 closing date under the acquisition method of accounting are set forth in the table below. The purchase price allocation is based upon an estimate of the fair value of the assets acquired and the liabilities assumed by the Company in the acquisition. The purchase price allocation was preliminary until the Company had the information required to make a determination of deferred taxes. In the third quarter of 2019, the Company updated the purchase price allocation based on the determination of the value of the deferred tax liability. Purchase price allocation Preliminary Final Cash $ 25 $ 25 Intangible assets 700 700 Accrued expenses (375 ) (375 ) Deferred tax liability - (172 ) Identifiable net assets acquired $ 350 $ 178 Goodwill 1,134 1,306 Total purchase price $ 1,484 $ 1,484 |
Summary of Details of Acquired Intangible Assets | The following table presents details of the acquired intangible assets of Machine Box: Estimated Useful Life (in years) Fair Value Developed technology 5.0 $ 500 Trademarks and tradenames 2.3 100 Noncompete agreement 3.0 100 Total intangible assets $ 700 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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: Year Ended December 31, 2019 2018 Numerator Net loss $ (62,078 ) $ (61,104 ) Denominator Weighted-average common shares outstanding 21,845,536 17,683,459 Less: Weighted-average shares subject to repurchase (47,822 ) (110,521 ) Denominator for basic and diluted net loss per share attributable to common stockholders 21,797,714 17,572,938 Basic and diluted net loss per share $ (2.85 ) $ (3.48 ) |
Effect of Anti-dilutive Securities | The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Year Ended December 31, 2019 2018 Common stock options and restricted stock units 9,858,931 8,625,088 Warrants to purchase common stock 1,297,151 1,232,734 11,156,082 9,857,822 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 as of December 31, 2019: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 23,710 $ — $ 23,710 $ 23,710 $ — Level 1: Money market funds 20,355 — 20,355 20,355 — Total $ 44,065 $ — $ 44,065 $ 44,065 $ — The following table shows the cost, gross unrealized losses and fair value, with a breakdown by significant investment category, of the Company’s cash, cash equivalents and marketable securities as of December 31, 2018: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 13,337 $ — $ 13,337 $ 13,337 $ — Level 1: Money market funds 24,202 — 24,202 24,202 — Level 2: U.S. government securities 2,500 (2 ) 2,498 — 2,498 Corporate debt securities 11,113 (46 ) 11,067 — 11,067 Subtotal 13,613 (48 ) 13,565 — 13,565 Total $ 51,152 $ (48 ) $ 51,104 $ 37,539 $ 13,565 |
Schedule of Marketable Securities That Were 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 were in a continuous unrealized loss position for less than 12 months and for 12 months or greater as of December 31, 2018: December 31, 2018 Continuous Unrealized Losses Less than 12 Months 12 Months or Greater Total Fair value of marketable securities $ 13,565 $ — $ 13,565 Unrealized losses $ (48 ) $ — $ (48 ) |
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 consolidated balance sheets at December 31, 2019 and 2018: Balance, December 31, 2017 $ — Issuance of warrant 207 Change in fair value (184 ) Balance, December 31, 2018 23 Change in fair value (16 ) Balance, December 31, 2019 $ 7 |
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: December 31, 2019 December 31, 2018 Volatility 70 % 70 % Risk-free rate 1.62 % 2.51 % Term 3.25 years 4.25 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2018 $ 5,509 Performance Bridge working capital adjustment 34 Performance Bridge purchase price allocation adjustment 1,309 Machine Box purchase price allocation adjustment 175 Wazee Digital purchase price allocation adjustment (123 ) Balance as of December 31, 2019 $ 6,904 |
Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: December 31, 2019 December 31, 2018 Weighted Average Remaining Useful Life (in years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Software and technology 1.3 $ 3,582 $ (2,171 ) $ 1,411 $ 3,576 $ (1,613 ) $ 1,963 Licensed technology 1.6 500 (208 ) 292 500 (42 ) 458 Developed technology 3.6 9,600 (2,560 ) 7,040 9,600 (792 ) 8,808 Customer relationships 3.6 9,300 (2,480 ) 6,820 9,300 (733 ) 8,567 Trademarks and trade names 0.9 100 (59 ) 41 100 (15 ) 85 Noncompete agreements 2.5 800 (278 ) 522 800 (201 ) 599 Total 3.4 $ 23,882 $ (7,756 ) $ 16,126 $ 23,876 $ (3,396 ) $ 20,480 |
Summary of Amortization Expense Associated with Finite-Lived Intangible Assets | The following table presents amortization expense associated with the Company’s finite-lived intangible assets, which is included in the consolidated statements of operations and comprehensive loss as follows: Year Ended December 31, 2019 2018 Cost of revenues $ 2,028 $ 920 Sales and marketing 1,797 967 Research and development 1,025 1,076 General and administrative 10 13 Total $ 4,860 $ 2,976 |
Summary of Future Estimated Annual Amortization Expense | The following table summarizes the future estimated annual amortization expense for these assets at December 31, 2019: 2020 $ 5,382 2021 4,261 2022 3,963 2023 2,520 Total $ 16,126 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable consisted of the following: As of December 31, December 31, 2019 2018 Accounts receivable — $ 19,184 $ 26,226 Accounts receivable — 1,269 2,418 Accounts receivable — 928 538 21,381 29,182 Less: allowance for doubtful accounts (29 ) (40 ) Accounts receivable, net $ 21,352 $ 29,142 |
Summary of Property Equipment and Improvements, Net | Property, equipment and improvements consisted of the following: As of December 31, December 31, 2019 2018 Property and equipment $ 2,247 $ 2,019 Leasehold improvements 2,876 2,875 5,123 4,894 Less: accumulated depreciation (1,909 ) (886 ) Property, equipment and improvements, net $ 3,214 $ 4,008 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of December 31, December 31, 2019 2018 Accounts payable — $ 15,697 $ 27,655 Accounts payable — 1,299 1,059 Total $ 16,996 $ 28,714 |
Summary of Net Revenues | Net revenues for the periods presented were comprised of the following: Year Ended December 31, 2019 2018 Advertising $ 24,364 $ 17,146 aiWARE Content Licensing and Media Services 14,631 3,943 aiWARE SaaS Solutions 10,653 5,958 Total net revenues $ 49,648 $ 27,047 |
Summary of Disaggregation of Net Revenues | Net revenues disaggregated for the year ended December 31, 2019 were as follows: Year Ended December 31, 2019 Advertising $ 24,364 aiWARE Content Licensing and Media Services (by service type): Content Licensing 13,738 Media Services 893 Sub-total 14,631 aiWARE SaaS Solutions (by market): Media and Entertainment 9,735 Government, Legal and Compliance 918 Sub-total 10,653 Total net revenues $ 49,648 |
Schedule of Other Income, Net | Other income, net for the periods presented was comprised of the following: Year Ended December 31, 2019 2018 Interest income, net $ 549 $ 803 Change in fair value of warrant liability 16 184 Other (24 ) (79 ) Other income, net $ 541 $ 908 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rentals Under Leases | As of December 31, 2019, future minimum lease payments were as follows: Minimum Annual Lease Year Ending December 31, Payments 2020 $ 2,443 2021 2,211 2022 1,852 2023 1,680 2024 1,730 Total minimum payments $ 9,916 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | All warrants were fully vested at December 31, 2019. The table below summarizes the warrants outstanding at December 31, 2019 and 2018: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock May 2017 5 $ 13.6088 809,400 Various dates in 2017 10 $ 13.6088 313,440 Various dates in 2016 4 $ 13.6088 154,311 April 2018 5 $ 11.7300 20,000 1,297,151 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Schedule of Stock-based Compensation Expense | The stock-based compensation expense by type of award and by operating expense grouping are presented below: Year Ended December 31, 2019 2018 Stock-based compensation expense by type of award: Restricted stock units $ 952 $ 427 Restricted stock awards 350 463 Machine Box contingent common stock issuances 1,255 1,110 Performance-based stock options 8,000 3,799 Stock options 9,610 8,940 Employee stock purchase plan 490 754 Total $ 20,657 $ 15,493 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 1,035 $ 1,018 Research and development 2,549 2,278 General and administrative 17,073 12,197 $ 20,657 $ 15,493 |
Schedule of Restricted Stock Activity | The Company’s restricted stock activity for the year ended December 31, 2019 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2018 72,208 $ 7.26 Forfeited (150 ) $ 7.50 Vested (49,245 ) $ 7.15 Unvested at December 31, 2019 22,813 $ 7.50 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock units activity for the year ended December 31, 2019 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2018 49,143 $ 12.57 Granted 162,211 $ 6.97 Forfeited (19,200 ) $ 8.81 Vested (50,009 ) $ 12.51 Unvested at December 31, 2019 142,145 $ 6.71 |
Schedule of Stock Option Activity | The activity related to all other stock options for the year ended December 31, 2019 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2018 5,154,691 $ 13.78 Granted 672,096 $ 5.59 Exercised (57,212 ) $ 2.99 Forfeited (446,338 ) $ 11.12 Expired (126,459 ) $ 13.03 Outstanding at December 31, 2019 5,196,778 $ 13.09 7.51 years $ 255 Exercisable at December 31, 2019 3,771,201 $ 13.98 7.13 years $ 254 |
Employee Stock Purchase Plan [Member] | |
Summary of Fair Value Assumptions of Stock Purchase Plan | The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2019 and 2018 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2019 2018 Expected term (in years) 0.5 - 2.0 0.5 Expected volatility 62% - 71% 51% - 53% Risk-free interest rate 1.7% - 2.5% 1.2% - 1.9% Expected dividend yield — — |
Timebased Stock Option [Member] | |
Schedule of Fair Value Assumptions | The assumptions used in calculating the fair values of time-based stock options granted during the years ended December 31, 2019 and 2018 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2019 2018 Expected term (in years) 6.0 - 6.1 6.0 - 6.1 Expected volatility 65% - 68% 53% - 69% Risk-free interest rate 1.5% - 2.6% 2.6% - 3.1% Expected dividend yield — — |
Performance-based Stock Options [Member] | |
Summary of Fair Value Assumptions of Stock Purchase Plan | The Company values Performance Options using a Monte Carlo simulation model. A fair value per share is determined for each of the three equal tranches of each Performance Option. The assumptions used in the Monte Carlo simulation model for computing the grant date fair values of the Performance Options granted to employees during the year ended December 31, 2019, and the Performance Options granted during the year ended December 31, 2018, which consisted entirely of the CEO Award and the President Award, are set forth in the table below: Year Ended Year Ended December 31, December 31, 2019 2018 Grant date stock price $4.65 - $8.34 $ 16.82 Dividend yield — % — % Risk-free interest rate 2.7 % 2.9 % Estimated volatility 65 % 73 % |
Schedule of Stock Option Activity | The activity related to Performance Options for the year ended December 31, 2019 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2018 3,167,325 $ 21.25 — — Granted 1,619,175 $ 5.69 Forfeited (301,761 ) $ 5.66 Outstanding at December 31, 2019 4,484,739 $ 16.68 8.59 years $ — Exercisable at December 31, 2019 — $ — — $ — |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | The components of the Company’s loss before the provision for income taxes consisted of the following: Year Ended December 31, 2019 2018 United States of America $ (63,624 ) $ (61,169 ) Foreign 94 87 Total $ (63,530 ) $ (61,082 ) |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2019 and 2018: Year Ended December 31, 2019 2018 Current Federal $ — $ — State 19 6 Foreign 18 16 Total Current Provision 37 22 Deferred Federal (14,188 ) (12,146 ) State (1,073 ) (4,809 ) Foreign — — Change in valuation allowance 13,772 16,955 Total deferred (benefit) provision (1,489 ) — Total (benefit) provision $ (1,452 ) $ 22 |
Reconciliation of Statutory U.S. Federal Income Tax Rate to Company's Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2019 and 2018 is as follows: Year Ended December 31, 2019 2018 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 1.17 6.23 Meals, entertainment and other (0.55 ) (0.02 ) Benefit from basis difference in acquired asset 2.34 — Change in valuation allowance (21.68 ) (27.25 ) Benefit from (provision for) income taxes 2.28 % (0.04 %) |
Components of Deferred Income Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2019 and 2018 were as follows: Year Ended December 31, 2019 2018 Net operating losses $ 38,674 $ 30,112 Stock-based compensation 10,702 7,141 Accrued expenses 180 178 Research credits 710 547 Other 577 682 Gross deferred tax assets 50,843 38,660 Less: valuation allowance (49,005 ) (35,233 ) Total deferred tax assets 1,838 3,427 Other - fixed assets and intangibles (1,838 ) (3,427 ) Total deferred tax liabilities (1,838 ) (3,427 ) Net deferred tax assets $ — $ — |
Summary of Valuation Allowance | The change in the valuation allowance for the years ended December 31, 2019 and 2018 is as follows: Year Ended December 31, 2019 2018 Valuation allowance, at beginning of year $ 35,233 $ 18,278 Increase in valuation allowance 13,772 16,955 Valuation allowance, at end of year $ 49,005 $ 35,233 |
Presentation and Summary of S_3
Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | Jun. 25, 2018USD ($) | Dec. 31, 2019USD ($)SegmentCustomer | Dec. 31, 2018USD ($)Customer |
Significant Accounting Policies [Line Items] | |||
Negative cash flows from operations | $ 30,117,000 | $ 41,770,000 | |
Net loss | 62,078,000 | 61,104,000 | |
Accumulated deficit | 232,489,000 | 170,411,000 | |
Net proceeds from sales of common stock | $ 32,780,000 | 23,851,000 | 32,770,000 |
Cash and cash equivalents | 44,065,000 | 37,539,000 | |
Impairment of property, equipment and improvements | 0 | 0 | |
Impairment of goodwill | 0 | 0 | |
Impairment of long-lived assets | 0 | 0 | |
Transaction price remaining performance obligations | $ 7,182,000 | ||
Transaction price remaining performance obligations percentage | 71.00% | ||
Advertising and marketing costs | $ 1,763,000 | 1,564,000 | |
Capitalized software development costs | $ 0 | $ 0 | |
Number of reportable segment | Segment | 1 | ||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of major customers | Customer | 10 | 10 | |
Concentration risk percentage | 24.00% | 39.00% | |
Accounts Receivable [Member] | Advertising [Member] | Customer Concentration Risk [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of major customers | Customer | 0 | 1 | |
Concentration risk percentage | 41.00% | ||
June 2018 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Weighted volatility of common stock | 25.00% | ||
Weighted volatility of peer company | 75.00% | ||
Developed Technology [Member] | |||
Significant Accounting Policies [Line Items] | |||
Amortization periods of Intangible assets | 5 years | ||
Customer Relationships [Member] | |||
Significant Accounting Policies [Line Items] | |||
Amortization periods of Intangible assets | 5 years | ||
Trademarks and Trade Names [Member] | |||
Significant Accounting Policies [Line Items] | |||
Amortization periods of Intangible assets | 2 years | ||
Property and Equipment [Member] | |||
Significant Accounting Policies [Line Items] | |||
Useful lives of property, equipment and improvements | 3 years | ||
Leasehold Improvements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Useful lives of property, equipment and improvements | 5 years | ||
Useful lives of property, equipment and improvements | 5 years or the remaining lease term, whichever is shorter | ||
Maximum [Member] | Noncompete Agreements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Amortization periods of Intangible assets | 4 years | ||
Minimum [Member] | Noncompete Agreements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Amortization periods of Intangible assets | 3 years | ||
Equity Distribution Agreement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Net proceeds from sales of common stock | $ 24,373,000 | ||
Equity Distribution Agreement [Member] | Maximum [Member] | |||
Significant Accounting Policies [Line Items] | |||
Aggregate available offering price, common stock | $ 21,737,000 |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Dec. 31, 2019 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 12 months |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) $ / shares in Units, $ in Thousands | Sep. 06, 2018USD ($)Intervalshares | Aug. 31, 2018USD ($)shares | Aug. 21, 2018USD ($)shares | Jun. 30, 2019USD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | Jan. 25, 2019$ / shares |
Business Acquisition [Line Items] | |||||||
General and administrative | $ 47,324 | $ 37,993 | |||||
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 | 3,909 | ||||||
Business acquisition, initial consideration cash paid | 1,220 | ||||||
Business acquisition, cash consideration | $ 1,220 | ||||||
Escrow deposit closing, date | Aug. 21, 2020 | ||||||
Business acquisition, additional contingent consideration paid in cash | $ 883 | ||||||
General and administrative | 139 | ||||||
Aggregate purchase price paid | $ 8,962 | ||||||
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 initial consideration, additional shares issued | shares | 6,482 | ||||||
Business acquisition, closing price of common stock | $ / shares | $ 34 | ||||||
Business combination, common stock issued for contingent earn-out payments | $ 3,026 | ||||||
Business combination, common stock shares issued for contingent earn-out payments | shares | 574,231 | ||||||
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 | $ 12,552 | ||||||
Wazee Digital Inc [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued or issuable, value | $ 5,129 | ||||||
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 | $ 2,989 | $ 600 | |||||
Business acquisition, cash consideration | $ 423 | ||||||
Escrow deposit closing, date | Sep. 6, 2020 | Sep. 6, 2020 | |||||
Aggregate purchase price paid | $ 1,484 | ||||||
Fair value of the contingent amount | $ 2,880 | ||||||
Compensation expense number of intervals | Interval | 3 | ||||||
Business acquisition, contingent earn-out paid | $ 480 | ||||||
Machine Box, Inc. [Member] | Research and Development [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Compensation expense | 1,493 | ||||||
Machine Box, Inc. [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, shares issued or issuable, value | $ 1,061 | $ 2,389 | |||||
Business acquisition, shares issued or issuable | shares | 128,300 | 394,604 | |||||
Business acquisition, additional shares issued or issuable | shares | 315,687 | ||||||
Machine Box, Inc. [Member] | Escrow Deposit [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, cash consideration | $ 80 | $ 120 | |||||
Business acquisition, indemnification and other obligations, shares issued or issuable | shares | 26,981 | 78,917 |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Purchase Price Consideration (Detail) - USD ($) $ in Thousands | Sep. 06, 2018 | Aug. 31, 2018 | Aug. 21, 2018 |
Performance Bridge [Member] | |||
Acquisition consideration | |||
Cash consideration at closing | $ 1,220 | ||
Equity consideration at closing | 3,938 | ||
Working capital adjustment | 34 | ||
Contingent earnout | 3,770 | ||
Acquisition consideration, Total | $ 8,962 | ||
Wazee Digital Inc [Member] | |||
Acquisition consideration | |||
Cash consideration at closing | $ 7,423 | ||
Equity consideration at closing | 5,129 | ||
Acquisition consideration, Total | $ 12,552 | ||
Machine Box, Inc. [Member] | |||
Acquisition consideration | |||
Cash consideration at closing | $ 423 | ||
Equity consideration at closing | 1,061 | ||
Acquisition consideration, Total | $ 1,484 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary and Final Purchase Price Allocations (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 06, 2018 | Aug. 31, 2018 | Aug. 21, 2018 |
Purchase price allocation | |||||
Goodwill | $ 6,904 | $ 5,509 | |||
Performance Bridge [Member] | |||||
Purchase price allocation | |||||
Cash | 2,283 | $ 2,283 | |||
Accounts receivable | 3,551 | 3,551 | |||
Prepaid and other current assets | 23 | 23 | |||
Property and equipment | 43 | 43 | |||
Intangible assets | 5,800 | 5,800 | |||
Accounts payable | (1,402) | (1,402) | |||
Accrued expenses and other current liabilities | (4,337) | (4,337) | |||
Accrued compensation | (42) | (42) | |||
Deferred tax liability | (1,317) | ||||
Identifiable net assets acquired | 4,602 | 5,919 | |||
Goodwill | 4,360 | 3,043 | |||
Total purchase price | 8,962 | $ 8,962 | |||
Wazee Digital Inc [Member] | |||||
Purchase price allocation | |||||
Cash | 975 | $ 975 | |||
Accounts receivable | 2,396 | 2,396 | |||
Prepaid and other current assets | 376 | 376 | |||
Property and equipment | 292 | 292 | |||
Intangible assets | 13,300 | 13,300 | |||
Accounts payable | (825) | (825) | |||
Accrued expenses and other current liabilities | (3,516) | (3,639) | |||
Accrued compensation | (850) | (850) | |||
Other long-term liabilities | (700) | (700) | |||
Identifiable net assets acquired | 11,448 | 11,325 | |||
Goodwill | 1,104 | 1,227 | |||
Total purchase price | 12,552 | $ 12,552 | |||
Machine Box, Inc. [Member] | |||||
Purchase price allocation | |||||
Cash | 25 | $ 25 | |||
Intangible assets | 700 | 700 | |||
Accrued expenses | (375) | (375) | |||
Deferred tax liability | (172) | ||||
Identifiable net assets acquired | 178 | 350 | |||
Goodwill | 1,306 | 1,134 | |||
Total purchase price | $ 1,484 | $ 1,484 |
Business Combinations - Summa_3
Business Combinations - Summary of Details of Acquired Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 06, 2018 | Aug. 31, 2018 | Aug. 21, 2018 | Dec. 31, 2019 |
Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 5 years | |||
Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 5 years | |||
Trademarks and Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 2 years | |||
Performance Bridge [Member] | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets, Fair Value | $ 5,800 | $ 5,800 | ||
Performance Bridge [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 5 years | |||
Total intangible assets, Fair Value | $ 5,100 | |||
Performance Bridge [Member] | Noncompete Agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 4 years | |||
Total intangible assets, Fair Value | $ 700 | |||
Wazee Digital Inc [Member] | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets, Fair Value | $ 13,300 | 13,300 | ||
Wazee Digital Inc [Member] | Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 5 years | |||
Total intangible assets, Fair Value | $ 9,100 | |||
Wazee Digital Inc [Member] | Customer Relationships [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 5 years | |||
Total intangible assets, Fair Value | $ 4,200 | |||
Machine Box, Inc. [Member] | ||||
Business Acquisition [Line Items] | ||||
Total intangible assets, Fair Value | $ 700 | $ 700 | ||
Machine Box, Inc. [Member] | Developed Technology [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 5 years | |||
Total intangible assets, Fair Value | $ 500 | |||
Machine Box, Inc. [Member] | Noncompete Agreements [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 3 years | |||
Total intangible assets, Fair Value | $ 100 | |||
Machine Box, Inc. [Member] | Trademarks and Trade Names [Member] | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, Estimated Useful Life | 2 years 3 months 18 days | |||
Total intangible assets, Fair Value | $ 100 |
Business Combinations - Summa_4
Business Combinations - Summary of Unaudited Pro Forma Combined Financial Information for Acquisition (Detail) - Wazee Digital Inc [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Acquisition [Line Items] | |
Net revenue - pro forma combined | $ 39,196 |
Net loss - pro forma combined | $ (62,086) |
Business Combinations - Summa_5
Business Combinations - Summary of Adjustments Included in Unaudited Pro Forma Combined Net Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Net revenues | $ 49,648 | $ 27,047 |
Wazee Digital Inc [Member] | ||
Business Acquisition [Line Items] | ||
Net revenues | 27,047 | |
Add: Net revenue - acquired business | 12,149 | |
Net revenue - pro forma combined | $ 39,196 |
Business Combinations - Summa_6
Business Combinations - Summary of Unaudited Adjustments Included in Unaudited Pro Forma Combined Net Loss (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Acquisition [Line Items] | ||
Net loss | $ (62,078) | $ (61,104) |
Wazee Digital Inc [Member] | ||
Business Acquisition [Line Items] | ||
Net loss | (61,104) | |
Add: Results of operations - acquired business | 570 | |
Depreciation and amortization | 1,552 | |
Net loss - pro forma combined | $ (62,086) | |
Net loss per share - pro forma combined: | ||
Basic and diluted | $ (3.35) | |
Shares used to compute net loss per share - pro forma combined: | ||
Basic and diluted | 18,515 |
Net Income Loss Per Share - Com
Net Income Loss Per Share - Computation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Numerator | ||
Net loss | $ (62,078) | $ (61,104) |
Denominator | ||
Weighted-average common shares outstanding | 21,845,536 | 17,683,459 |
Less: Weighted-average shares subject to repurchase | (47,822) | (110,521) |
Denominator for basic and diluted net loss per share attributable to common stockholders | 21,797,714 | 17,572,938 |
Basic and diluted net loss per share | $ (2.85) | $ (3.48) |
Net Income Loss Per Share - Eff
Net Income Loss Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 11,156,082 | 9,857,822 |
Employee Stock Option and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 9,858,931 | 8,625,088 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 1,297,151 | 1,232,734 |
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 | Dec. 31, 2019 | Dec. 31, 2018 |
Schedule of Available-for-sale Securities [Line Items] | ||
Cash and cash equivalents | $ 44,065 | $ 37,539 |
Marketable securities | 13,565 | |
Gross Unrealized Losses | (48) | |
Total Cash and Debt Securities | 44,065 | 51,152 |
Total Fair Value, Cash and Debt Securities | 44,065 | 51,104 |
Cash [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cash and cash equivalents | 23,710 | 13,337 |
Fair Value, Cash | 23,710 | 13,337 |
Level 1 [Member] | Money Market Funds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Cash and cash equivalents | 20,355 | 24,202 |
Cash and cash equivalents gross before unrealized losses | 20,355 | 24,202 |
Fair Value, Cash | $ 20,355 | 24,202 |
Level 2 [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities | 13,565 | |
Debt Securities | 13,613 | |
Gross Unrealized Losses | (48) | |
Fair Value, Debt Securities | 13,565 | |
Level 2 [Member] | U.S. Government Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities | 2,498 | |
Debt Securities | 2,500 | |
Gross Unrealized Losses | (2) | |
Fair Value, Debt Securities | 2,498 | |
Level 2 [Member] | Corporate Debt Securities [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Marketable securities | 11,067 | |
Debt Securities | 11,113 | |
Gross Unrealized Losses | (46) | |
Fair Value, Debt Securities | $ 11,067 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Marketable Securities That Were in Continuous Unrealized Loss Position for Less than 12 months and for 12 months or Greater (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Cash And Cash Equivalents [Abstract] | |
Fair Value of Marketable Securities, Continuous Unrealized Losses, Less than 12 Months | $ 13,565 |
Fair Value of Marketable Securities, Continuous Unrealized Losses, Total | 13,565 |
Unrealized Losses, Continuous Unrealized Losses, Less Than 12 Months | (48) |
Unrealized Losses, Continuous Unrealized Losses, Total | $ (48) |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Schedule of Available-for-sale Securities [Line Items] | |||
Warrants to purchase common stock | 1,297,151 | 1,297,151 | |
Financial instruments fair value transfers between Level 1, Level 2 or Level 3 | $ 0 | $ 0 | |
April 2018 Warrant [Member] | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Warrants maturity period | 5 years | 5 years | 5 years |
Warrants to purchase common stock | 20,000 | ||
Warrant exercise price | $ 11.73 | $ 11.7300 | $ 11.7300 |
Financial Instruments - Summary
Financial Instruments - Summary of Quantitative Information with Respect to Significant Unobservable Inputs (Detail) - April 2018 Warrant [Member] | Dec. 31, 2019 | Dec. 31, 2018 |
Volatility [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 70 | 70 |
Risk-free Rate [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants, measurement input | 1.62 | 2.51 |
Term [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants term | 3 years 3 months | 4 years 3 months |
Financial Instruments - Reconci
Financial Instruments - Reconciliation of Level 3 Measurement of Company's April 2018 Warrant (Detail) - April 2018 Warrant [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning, Balance | $ 23 | |
Issuance of warrant | $ 207 | |
Change in fair value | (16) | (184) |
Ending, Balance | $ 7 | $ 23 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Summary of Changes in Carrying Amount of Goodwill (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2018 | $ 5,509 |
Balance as of December 31, 2019 | 6,904 |
Performance Bridge [Member] | |
Goodwill [Line Items] | |
Working capital adjustment | 34 |
Purchase price allocation adjustment | 1,309 |
Balance as of December 31, 2019 | 4,360 |
Machine Box, Inc. [Member] | |
Goodwill [Line Items] | |
Purchase price allocation adjustment | 175 |
Balance as of December 31, 2019 | 1,306 |
Wazee Digital Inc [Member] | |
Goodwill [Line Items] | |
Purchase price allocation adjustment | (123) |
Balance as of December 31, 2019 | $ 1,104 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 4 months 24 days | |
Gross Carrying Amount | $ 23,882 | $ 23,876 |
Accumulated Amortization | (7,756) | (3,396) |
Net Carrying Amount | $ 16,126 | 20,480 |
Software and Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 1 year 3 months 18 days | |
Gross Carrying Amount | $ 3,582 | 3,576 |
Accumulated Amortization | (2,171) | (1,613) |
Net Carrying Amount | $ 1,411 | 1,963 |
Licensed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 1 year 7 months 6 days | |
Gross Carrying Amount | $ 500 | 500 |
Accumulated Amortization | (208) | (42) |
Net Carrying Amount | $ 292 | 458 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 7 months 6 days | |
Gross Carrying Amount | $ 9,600 | 9,600 |
Accumulated Amortization | (2,560) | (792) |
Net Carrying Amount | $ 7,040 | 8,808 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 7 months 6 days | |
Gross Carrying Amount | $ 9,300 | 9,300 |
Accumulated Amortization | (2,480) | (733) |
Net Carrying Amount | $ 6,820 | 8,567 |
Trademarks and Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 10 months 24 days | |
Gross Carrying Amount | $ 100 | 100 |
Accumulated Amortization | (59) | (15) |
Net Carrying Amount | $ 41 | 85 |
Noncompete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 6 months | |
Gross Carrying Amount | $ 800 | 800 |
Accumulated Amortization | (278) | (201) |
Net Carrying Amount | $ 522 | $ 599 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Amortization Expense Associated with Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Finite Lived Intangible Assets [Line Items] | ||
Total amortization of expenses | $ 4,860 | $ 2,976 |
Cost of Revenue [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total amortization of expenses | 2,028 | 920 |
Selling and Marketing [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total amortization of expenses | 1,797 | 967 |
Research and Development [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total amortization of expenses | 1,025 | 1,076 |
General and Administrative [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total amortization of expenses | $ 10 | $ 13 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Future Estimated Annual Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2020 | $ 5,382 | |
2021 | 4,261 | |
2022 | 3,963 | |
2023 | 2,520 | |
Net Carrying Amount | $ 16,126 | $ 20,480 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, gross | $ 21,381 | $ 29,182 |
Less: allowance for doubtful accounts | (29) | (40) |
Accounts receivable, net | 21,352 | 29,142 |
Advertising [Member] | ||
Accounts receivable, gross | 19,184 | 26,226 |
aiWARE SaaS Solutions [Member] | ||
Accounts receivable, gross | 1,269 | 2,418 |
aiWARE Content Licensing and Media Services [Member] | ||
Accounts receivable, gross | $ 928 | $ 538 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Financial Statements, Captions [Line Items] | ||
Depreciation Expense | $ 1,087 | $ 725 |
Cost of revenues | $ 17,289 | 6,479 |
Advertising [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Percentage of average commission earned on amount invoiced and collected | 15.00% | |
Gross media placements | $ 216,483 | 145,352 |
Advertising [Member] | Billed Revenues [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Gross media placements | 200,709 | 121,143 |
Advertising [Member] | Netted Against Billings [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cost of revenues | $ 177,930 | $ 105,737 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 2,247 | $ 2,019 |
Leasehold improvements | 2,876 | 2,875 |
Property, equipment and improvements, gross | 5,123 | 4,894 |
Less: accumulated depreciation | (1,909) | (886) |
Property, equipment and improvements, net | $ 3,214 | $ 4,008 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Accounts payable — Advertising | $ 15,697 | $ 27,655 |
Accounts payable — Other | 1,299 | 1,059 |
Total | $ 16,996 | $ 28,714 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Net Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net revenues | $ 49,648 | $ 27,047 |
Advertising [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net revenues | 24,364 | 17,146 |
aiWARE SaaS Solutions [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net revenues | 10,653 | 5,958 |
aiWARE Content Licensing and Media Services [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total net revenues | $ 14,631 | $ 3,943 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Summary of Disaggregation of Net Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | $ 49,648 | $ 27,047 |
Advertising [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | 24,364 | 17,146 |
aiWARE Content Licensing [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | 13,738 | |
aiWARE Media Services [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | 893 | |
aiWARE Content Licensing and Media Services [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | 14,631 | 3,943 |
aiWARE Media and Entertainment [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | 9,735 | |
aiWARE Government Legal and Compliance [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | 918 | |
aiWARE SaaS Solutions [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Net revenues | $ 10,653 | $ 5,958 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Schedule of Other Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Other Income And Expenses [Abstract] | ||
Interest income, net | $ 549 | $ 803 |
Change in fair value of warrant liability | 16 | 184 |
Other | (24) | (79) |
Other income, net | $ 541 | $ 908 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Rentals Under Leases (Detail) - Building Lease Agreement [Member] $ in Thousands | Dec. 31, 2019USD ($) |
Other Commitments [Line Items] | |
2020 | $ 2,443 |
2021 | 2,211 |
2022 | 1,852 |
2023 | 1,680 |
2024 | 1,730 |
Total minimum payments | $ 9,916 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Rent expense | $ 2,987 | $ 2,134 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | Jun. 25, 2018 | Jun. 30, 2018 | Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Class of Stock [Line Items] | |||||
Common stock shares issued | 1,955,000 | ||||
Share price | $ 18 | ||||
Net proceeds from stock issuance | $ 32,780,000 | $ 23,851,000 | $ 32,770,000 | ||
Stock issuance costs | $ 2,300,000 | ||||
Warrants outstanding | 1,297,151 | 1,297,151 | |||
April 2018 Warrant [Member] | |||||
Class of Stock [Line Items] | |||||
Warrants outstanding | 20,000 | ||||
Warrants maturity period | 5 years | 5 years | 5 years | ||
April 2018 Warrant [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Maximum Shares to be issued for warrants | 20,000 | ||||
Westwood One [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares may be issued for conversion of cancelled warrants | 247,422 | ||||
Common Stock and Employee Stock Purchase Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Shares issued in connection with stock option exercise | 235,808 | 276,561 | |||
Number of shares cancelled in connection with forfeiture of restricted stock | 2,121 | 4,184 | |||
JMP Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Net proceeds from stock issuance | $ 24,373,000 | ||||
Maximum aggregate sales price of shares to be issued under sale agreement. | $ 50,000,000 | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares issued | 5,205,430 | 1,955,000 | |||
Shares issued to outside service provider, shares | 7,412 | ||||
Common Stock [Member] | General and Administrative Expenses [Member] | |||||
Class of Stock [Line Items] | |||||
Stock-based compensation expense | $ 130,000 | ||||
Common Stock [Member] | Performance Bridge, Wazee Digital and Machine Box [Member] | |||||
Class of Stock [Line Items] | |||||
Business acquisition, shares issued or issuable | 896,400 | 941,548 | |||
Common Stock [Member] | JMP Securities [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock shares issued | 5,205,430 | ||||
Stock issuance costs | $ 756,000 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Summary of Warrants Outstanding (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares of Common Stock | 1,297,151 | 1,297,151 | |
May 2017 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | May 2017 | May 2017 | |
Life in Years | 5 years | 5 years | |
Exercise Price | $ 13.6088 | $ 13.6088 | |
Number of Shares of Common Stock | 809,400 | 809,400 | |
Various Dates in 2017 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | Various dates in 2017 | Various dates in 2017 | |
Life in Years | 10 years | 10 years | |
Exercise Price | $ 13.6088 | $ 13.6088 | |
Number of Shares of Common Stock | 313,440 | 313,440 | |
Various Dates in 2016 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | Various dates in 2016 | Various dates in 2016 | |
Life in Years | 4 years | 4 years | |
Exercise Price | $ 13.6088 | $ 13.6088 | |
Number of Shares of Common Stock | 154,311 | 154,311 | |
April 2018 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2018 | April 2018 | |
Life in Years | 5 years | 5 years | 5 years |
Exercise Price | $ 11.73 | $ 11.7300 | $ 11.7300 |
Number of Shares of Common Stock | 20,000 | 20,000 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Class of Stock [Line Items] | |||
Employee payroll deductions accrued | $ 2,486,000 | $ 6,570,000 | |
Performance-based Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Cost of share-based compensation awards, recognition period | 3 years | ||
Weighted Average Grant Date Fair Value, Granted | $ 2.55 | $ 9.59 | |
Total grant date fair value of stock options vested | $ 0 | $ 0 | |
Unrecognized compensation expense related to stock options | $ 21,493,000 | ||
Timebased Stock Option [Member] | |||
Class of Stock [Line Items] | |||
Vesting period | 4 years | ||
Maximum [Member] | Restricted Stock Units [Member] | |||
Class of Stock [Line Items] | |||
Vesting period | 2 years | ||
Minimum [Member] | Restricted Stock Units [Member] | |||
Class of Stock [Line Items] | |||
Vesting period | 1 year | ||
2017 Stock Incentive Plan [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance | 2,000,000 | 754,111 | |
Annual shares increase for future issuance by percentage under employee stock purchase plans | 3.00% | ||
2017 Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Vesting period | 30 days | ||
2017 Stock Incentive Plan [Member] | Timebased Stock Option [Member] | |||
Class of Stock [Line Items] | |||
Vesting period | 3 years | ||
2017 Stock Incentive Plan [Member] | Restricted Stock Units [Member] | |||
Class of Stock [Line Items] | |||
Vesting period | 1 year | ||
2017 Stock Incentive Plan [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Increase in common stock reserved for future issuance | 750,000 | ||
2018 Performance-Based Stock Incentive Plan [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance | 183 | ||
Number of shares authorized for issuance | 4,200,000 | ||
Stock options, expiration period | 10 years | ||
2018 Performance-Based Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | Chad Steelberg [Member] | |||
Class of Stock [Line Items] | |||
Common stock granted | 1,809,900 | ||
2018 Performance-Based Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | Ryan Steelberg [Member] | |||
Class of Stock [Line Items] | |||
Common stock granted | 1,357,425 | ||
2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | |||
Class of Stock [Line Items] | |||
Stock options, expiration period | 10 years | ||
2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | Restricted Stock Units [Member] | |||
Class of Stock [Line Items] | |||
Unrecognized cost of share-based compensation awards | $ 372,000 | ||
Cost of share-based compensation awards, recognition period | 10 months 24 days | ||
Restricted stock granted | 162,211 | ||
Fair value of restricted stock vested | $ 362,000 | $ 901,000 | |
Weighted Average Grant Date Fair Value, Granted | $ 6.97 | $ 13.46 | |
2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] | Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Cost of share-based compensation awards, recognition period | 1 year 10 months 24 days | ||
Weighted Average Grant Date Fair Value, Granted | $ 3.47 | $ 7.40 | |
Total grant date fair value of stock options vested | $ 10,226,000 | $ 8,929,000 | |
Unrecognized compensation expense related to stock options | 8,137,000 | ||
Aggregate intrinsic value of the options exercised | $ 189,000 | $ 1,984,000 | |
2018 Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | |||
Class of Stock [Line Items] | |||
Vesting period | 30 days | ||
Stock Plan [Member] | Restricted Stock [Member] | |||
Class of Stock [Line Items] | |||
Unrecognized cost of share-based compensation awards | $ 150,000 | ||
Cost of share-based compensation awards, recognition period | 9 months 18 days | ||
Restricted stock granted | 0 | 0 | |
Fair value of restricted stock vested | $ 299 | $ 1,022 | |
Employee Stock Purchase Plan [Member] | |||
Class of Stock [Line Items] | |||
Common stock reserved for future issuance | 1,000,000 | ||
Annual shares increase for future issuance by percentage under employee stock purchase plans | 1.00% | ||
Number of shares authorized for issuance | 200,000 | ||
ESPP offering description | Under the ESPP, each offering period is generally 24 months with four, six-month purchase intervals, and new offering periods generally commence every six months, as determined by the Compensation Committee of the Board of Directors. | ||
Maximum number of shares per employee in each purchase | 1,000 | ||
Employee payroll deductions accrued | $ 196,000 | $ 448,000 | |
Common stock were purchased under ESPP | 80,654 | 129,514 | |
Weighted average purchase price | $ 12.72 | $ 4.65 | |
Employee Stock Purchase Plan [Member] | Maximum [Member] | |||
Class of Stock [Line Items] | |||
Increase in common stock reserved for future issuance | 250,000 | ||
Employee Stock Purchase Plan [Member] | Minimum [Member] | |||
Class of Stock [Line Items] | |||
Percentage of purchase price of common stock fair value | 85.00% |
Stock Plans - Schedule of Fair
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Timebased Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 65.00% | 53.00% |
Expected volatility, maximum | 68.00% | 69.00% |
Risk-free interest rate, minimum | 1.50% | 2.60% |
Risk-free interest rate, maximum | 2.60% | 3.10% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years | 6 years |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock Plans - Summary of Fair V
Stock Plans - Summary of Fair Value Assumptions of Stock Purchase Plan (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Performance-based Stock Options [Member] | CEO and President [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Grant date stock price | $ 16.82 | |
Risk-free interest rate | 2.70% | 2.90% |
Estimated volatility | 65.00% | 73.00% |
Minimum [Member] | Performance-based Stock Options [Member] | CEO and President [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date stock price | $ 4.65 | |
Maximum [Member] | Performance-based Stock Options [Member] | CEO and President [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date stock price | $ 8.34 | |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | |
Expected volatility, minimum | 62.00% | 51.00% |
Expected volatility, maximum | 71.00% | 53.00% |
Risk-free interest rate, minimum | 1.70% | 1.20% |
Risk-free interest rate, maximum | 2.50% | 1.90% |
Employee Stock Purchase Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | |
Employee Stock Purchase Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 20,657 | $ 15,493 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 952 | 427 |
Restricted Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 350 | 463 |
Machine Box Contingent Common Stock Issuances [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 1,255 | 1,110 |
Performance-based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 8,000 | 3,799 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 9,610 | 8,940 |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 490 | 754 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 1,035 | 1,018 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 2,549 | 2,278 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 17,073 | $ 12,197 |
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 Awards [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 72,208 |
Shares, Forfeited | shares | (150) |
Shares, Vested | shares | (49,245) |
Shares, Unvested, Ending Balance | shares | 22,813 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 7.26 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 7.50 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 7.15 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 7.50 |
Stock Plans - Schedule of Res_2
Stock Plans - Schedule of Restricted Stock Unit (Detail) - 2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares, Unvested, Beginning Balance | 49,143 | |
Shares, Granted | 162,211 | |
Shares, Forfeited | (19,200) | |
Shares, Vested | (50,009) | |
Shares, Unvested, Ending Balance | 142,145 | 49,143 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ 12.57 | |
Weighted Average Grant Date Fair Value, Granted | 6.97 | $ 13.46 |
Weighted Average Grant Date Fair Value, Forfeited | 8.81 | |
Weighted Average Grant Date Fair Value, Vested | 12.51 | |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ 6.71 | $ 12.57 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance Options Activity (Detail) - Performance-based Stock Options [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 3,167,325 |
Options Granted | shares | 1,619,175 |
Options Forfeited | shares | (301,761) |
Options, Outstanding, Ending Balance | shares | 4,484,739 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 21.25 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 5.69 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 5.66 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 16.68 |
Weighted-Average Remaining Contractual Term, Outstanding | 8 years 7 months 2 days |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Option Activity (Detail) - 2014 Plan Stock Options/Stock Issuance Plan and 2017 Stock Incentive Plan [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 5,154,691 |
Options Granted | shares | 672,096 |
Options Exercised | shares | (57,212) |
Options Forfeited | shares | (446,338) |
Options Expired | shares | (126,459) |
Options, Outstanding, Ending Balance | shares | 5,196,778 |
Options, Exercisable at December 31, 2019 | shares | 3,771,201 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 13.78 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 5.59 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 2.99 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 11.12 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 13.03 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 13.09 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 13.98 |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 6 months 3 days |
Weighted-Average Remaining Exercisable | 7 years 1 month 17 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 255 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 254 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ (63,530) | $ (61,082) |
United States of America [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | (63,624) | (61,169) |
Foreign [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ 94 | $ 87 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
State | $ 19 | $ 6 |
Foreign | 18 | 16 |
Total Current Provision | 37 | 22 |
Deferred | ||
Federal | (14,188) | (12,146) |
State | (1,073) | (4,809) |
Change in valuation allowance | 13,772 | 16,955 |
Total deferred (benefit) provision | (1,489) | 0 |
Total (benefit) provision | $ (1,452) | $ 22 |
Provision for Income Taxes - Re
Provision for Income Taxes - Reconciliation of Statutory U.S. Federal Income Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Tax, computed at the federal statutory rate | 21.00% | 21.00% | 35.00% |
State taxes, net of federal tax benefit | 1.17% | 6.23% | |
Meals, entertainment and other | (0.55%) | (0.02%) | |
Benefit from basis difference in acquired asset | 2.34% | ||
Change in valuation allowance | (21.68%) | (27.25%) | |
Benefit from (provision for) income taxes | 2.28% | (0.04%) |
Provision for Income Taxes - Co
Provision for Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | |||
Net operating losses | $ 38,674 | $ 30,112 | |
Stock-based compensation | 10,702 | 7,141 | |
Accrued expenses | 180 | 178 | |
Research credits | 710 | 547 | |
Other | 577 | 682 | |
Gross deferred tax assets | 50,843 | 38,660 | |
Less: valuation allowance | (49,005) | (35,233) | $ (18,278) |
Total deferred tax assets | 1,838 | 3,427 | |
Other - fixed assets and intangibles | (1,838) | (3,427) | |
Total deferred tax liabilities | (1,838) | (3,427) | |
Net deferred tax assets | $ 0 | $ 0 |
Provision for Income Taxes - Su
Provision for Income Taxes - Summary of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Valuation Allowance [Abstract] | ||
Valuation allowance, at beginning of year | $ 35,233 | $ 18,278 |
Increase in valuation allowance | 13,772 | 16,955 |
Valuation allowance, at end of year | $ 49,005 | $ 35,233 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Taxes Disclosure [Line Items] | |||
Operating loss carryforwards, limitations on use | Net operating loss carryforwards generated after January 1, 2018 may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. | ||
Research and development credit carry forward | $ 710 | $ 547 | |
Open tax year | 2014 | ||
Tax, computed at the federal statutory rate | 21.00% | 21.00% | 35.00% |
Federal [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carry forward | $ 162,901 | ||
Operating loss carry forwards expiration year | 2034 | ||
Research and development credit carry forward | $ 505 | ||
Research and development credit expiration year | 2036 | ||
State [Member] | |||
Income Taxes Disclosure [Line Items] | |||
Operating loss carry forward | $ 157,965 | ||
Operating loss carry forwards expiration year | 2020 | ||
Research and development credit carry forward | $ 260 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Chad Steelberg and Ryan Steelberg [Member] - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | |
Related Party Transaction [Line Items] | |||
Employment agreement term | 3 years | ||
Healthcare Plans [Member] | |||
Related Party Transaction [Line Items] | |||
Related party transaction expenses | $ 71 | $ 56 | |
Due to related party | $ 0 | $ 5 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - USD ($) $ in Thousands | Jun. 25, 2018 | Mar. 11, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Subsequent Event [Line Items] | ||||
Common stock offerings, net, shares | 1,955,000 | |||
Proceeds from common stock offerings, net | $ 32,780 | $ 23,851 | $ 32,770 | |
Equity Distribution Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Proceeds from common stock offerings, net | $ 24,373 | |||
Subsequent Event [Member] | Equity Distribution Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock offerings, net, shares | 1,292,208 | |||
Proceeds from common stock offerings, net | $ 2,984 | |||
Commissions costs | $ 92 |