Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
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 | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 32,299,008 | ||
Entity Public Float | $ 337.9 | ||
Entity File Number | 001-38093 | ||
Entity Tax Identification Number | 47-1161641 | ||
Entity Address, Address Line One | 1515 Arapahoe St. | ||
Entity Address, Address Line Two | Tower 3, Suite 400 | ||
Entity Address, City or Town | Denver | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80202 | ||
City Area Code | 888 | ||
Local Phone Number | 507-1737 | ||
Entity 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(b) Security | Common Stock, Par Value $0.001 per share | ||
Documents Incorporated by Reference | The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference to the definitive proxy statement to be filed by the registrant within 120 days of December 31, 2020. Only those portions of the definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
ASSETS | ||
Cash and cash equivalents | $ 114,817 | $ 44,065 |
Accounts receivable, net | 16,666 | 21,352 |
Expenditures billable to clients | 18,365 | 10,286 |
Prepaid expenses and other current assets | 6,719 | 5,409 |
Total current assets | 156,567 | 81,112 |
Property, equipment and improvements, net | 2,354 | 3,214 |
Intangible assets, net | 10,744 | 16,126 |
Goodwill | 6,904 | 6,904 |
Long-term restricted cash | 855 | 855 |
Other assets | 230 | 315 |
Total assets | 177,654 | 108,526 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 15,632 | 17,014 |
Accrued media payments | 55,874 | 26,664 |
Client advances | 6,496 | 9,080 |
Other accrued liabilities | 10,246 | 6,978 |
Total current liabilities | 88,248 | 59,736 |
Other non-current liabilities | 1,196 | 1,379 |
Total liabilities | 89,444 | 61,115 |
Commitments and contingencies (Note 7) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 31,799,354 and 25,670,737 shares issued and outstanding at December 31, 2020 and December 31, 2019, respectively | 32 | 26 |
Additional paid-in capital | 368,477 | 279,828 |
Accumulated deficit | (280,365) | (232,489) |
Accumulated other comprehensive income | 66 | 46 |
Total stockholders' equity | 88,210 | 47,411 |
Total liabilities and stockholders' equity | $ 177,654 | $ 108,526 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 31,799,354 | 25,670,737 |
Common stock, shares outstanding | 31,799,354 | 25,670,737 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Revenue | $ 57,708 | $ 49,648 |
Operating expenses: | ||
Cost of revenue | 15,663 | 15,261 |
Sales and marketing | 19,877 | 23,508 |
Research and development | 14,379 | 22,776 |
General and administrative | 50,080 | 47,314 |
Amortization | 5,382 | 4,860 |
Total operating expenses | 105,381 | 113,719 |
Loss from operations | (47,673) | (64,071) |
Other (expense) income, net | (127) | 541 |
Loss before provision for (benefit from) income taxes | (47,800) | (63,530) |
Provision for (benefit from) income taxes | 76 | (1,452) |
Net loss | $ (47,876) | $ (62,078) |
Net loss per share: | ||
Basic and diluted | $ (1.73) | $ (2.85) |
Weighted average shares outstanding: | ||
Basic and diluted | 27,594,911 | 21,797,714 |
Comprehensive loss: | ||
Net loss | $ (47,876) | $ (62,078) |
Unrealized gain on marketable securities, net of income taxes | 48 | |
Foreign currency translation gain (loss), net of income taxes | 20 | (3) |
Total comprehensive loss | $ (47,856) | $ (62,033) |
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 [Member] |
Beginning balance at Dec. 31, 2018 | $ 60,283 | $ 19 | $ 230,674 | $ (170,411) | $ 1 |
Beginning 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 | ||||
Common stock offerings, net | 65,757 | $ 5 | 65,752 | ||
Common stock offerings, net, shares | 4,941,317 | ||||
Common stock issued under employee stock plans, net | 1,060 | $ 1 | 1,059 | ||
Common stock issued under employee stock plans, net, shares | 482,417 | ||||
Common stock issued for services | 95 | 95 | |||
Common stock issued for services, shares | 12,100 | ||||
Release of Machine Box holdback consideration, shares | 105,898 | ||||
Stock-based compensation expense | 19,481 | 19,481 | |||
Exercise of warrants | 2,100 | $ 2,100 | 2,100 | ||
Exercise of warrants, shares | 596,437 | ||||
Issuance of warrants | 308 | 308 | |||
Common stock returned from acquisition escrow | (146) | (146) | |||
Common stock returned from acquisition escrow, shares | (9,552) | ||||
Net loss | (47,876) | (47,876) | |||
Other comprehensive gain | 20 | 20 | |||
Ending balance at Dec. 31, 2020 | $ 88,210 | $ 32 | $ 368,477 | $ (280,365) | $ 66 |
Ending balance, shares at Dec. 31, 2020 | 31,799,354 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (47,876) | $ (62,078) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,407 | 5,947 |
Deferred income taxes, net | (1,489) | |
Warrant expense | 102 | |
Change in fair value of warrant liability | 200 | (16) |
Provision for doubtful accounts | 293 | 51 |
Stock-based compensation expense | 19,539 | 20,657 |
Common stock returned from acquisition escrow | (146) | |
Other | (46) | |
Changes in assets and liabilities: | ||
Accounts receivable | 4,393 | 7,739 |
Expenditures billable to clients | (8,079) | (7,591) |
Prepaid expenses and other current assets | (1,726) | (1,622) |
Accounts payable | (1,382) | (11,718) |
Accrued media payments | 29,210 | 9,135 |
Client advances | (2,584) | 9,554 |
Other accrued liabilities | 3,311 | 1,006 |
Other liabilities | (183) | (7) |
Net cash provided by (used in) operating activities | 1,433 | (30,432) |
Cash flows from investing activities: | ||
Proceeds from sales of marketable securities | 13,614 | |
Proceeds from the sale of equipment | 56 | |
Capital expenditures | (175) | (293) |
Intangible assets acquired | (477) | |
Acquisition of businesses, net of cash acquired | (883) | |
Net cash (used in) provided by investing activities | (119) | 11,961 |
Cash flows from financing activities: | ||
Proceeds from common stock offerings, net | 66,278 | 23,851 |
Proceeds from loan | 6,491 | |
Repayment of loan | (6,491) | |
Proceeds from the exercise of warrants | 2,100 | |
Proceeds from issuances of stock under employee stock plans, net | 1,060 | 764 |
Net cash provided by financing activities | 69,438 | 24,615 |
Net increase in cash and cash equivalents and restricted cash | 70,752 | 6,144 |
Cash and cash equivalents and restricted cash, beginning of period | 44,920 | 38,776 |
Cash and cash equivalents and restricted cash, end of period | 115,672 | 44,920 |
Cash paid during periods for: | ||
Taxes paid | $ 69 | 14 |
Non-cash investing and financing activities: | ||
Shares issued for acquisition of businesses and holdback consideration | $ 4,622 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2020 | |
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’s proprietary AI operating system, aiWARE TM The Company also offers cloud-native digital content management solutions and content licensing services, primarily to customers in the media and entertainment market. These offerings leverage the Company’s aiWARE technologies, providing customers with unique capabilities to enrich and drive expanded revenue opportunities from their content. In addition, the Company operates a full-service advertising agency that leverages the Company’s aiWARE technologies to provide differentiated services to its clients. The Company’s advertising services include media planning and strategy, advertisement buying and placement, campaign messaging, clearance verification and attribution, and custom analytics, specializing in host-endorsed and influencer advertising across primarily radio, podcasting, streaming audio, social media and other digital media channels. The Company’s advertising services also include its VeriAds TM |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
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. Reclassifications Certain reclassifications to other assets have been made to prior year amounts for consistency and comparability with the current year’s financial statement presentation. These reclassifications had no effect on the reported total assets and liabilities. Amortization expense, which was presented in prior year periods within cost of revenue, sales and marketing, research and development, and general and administrative operating expenses, has been reclassified and is presented as a single separate line item in operating expenses. Gross profit, which was previously reflected in the statement of operations and comprehensive loss, is no longer presented. Additionally, cost of revenue, which was presented in prior periods within gross profit, is now presented as an operating expense. The Company believes that this presentation more accurately reflects the Company’s cost of revenue and operating expenses. These reclassifications had no effect on reported net loss. Liquidity and Capital Resources During 2020 and 2019, the Company generated cash flows from operations of $1,433 and negative cash flows from operations of $30,432, respectively, and incurred net losses of $47,876 and $62,078, respectively. Also, the Company had an accumulated deficit of $280,365 as of December 31, 2020. 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 2020, the Company completed an offering of its common stock for aggregate net proceeds of $59,771. In the Company raised net proceeds of $ 5,986 and $ 24,373 , respectively, through sales of its common stock under an Equity Distribution Agreement dated June 1, 2018 (the “Equity Distribution Agreement”). 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 $114,817 as of December 31, 2020, 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’s current cash and cash equivalents may not be sufficient to support the development of its business to the point at which it 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. 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, purchase accounting, impairment of long-lived assets, the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Annual Report on Form 10-K. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. 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. Marketable securities are 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. 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 the Company’s clients and 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. J udgment 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) within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market. 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, 2020 and 2019. The warrants have been recorded at their fair values 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 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. 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 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 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, 2020 and 2019. 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. aiWARE SaaS Revenues The Company has agreements with its customers under which it provides customers with access to and use 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 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. In certain SaaS arrangements with broadcasters, the fees for subscription services are paid by broadcasters with advertising inventory that is provided to and monetized by the Company. The Company recognizes revenue for these arrangements based on the fair value of the advertising inventory. 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 also enters into software license agreements with customers under which the Company provides software representing an on-premises deployment of its aiWARE platform or components thereof. Under these license agreements, the customer is responsible for the installation and configuration of the software in the customer-controlled environment. The Company recognizes the license fees as revenue under these agreements at the time that the software is made available by the Company for download by the customer. The Company typically invoices its aiWARE SaaS customers for subscription services monthly, for on-premises software at the time the software is made available for download by the customer, and for professional services either monthly or in accordance with an agreed upon invoicing schedule. Invoices are typically 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. 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 end-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. Advertising Revenues The Company’s advertising services consist primarily of placing advertisements for clients with media vendors, including broadcasters, podcasters and digital media providers. The Company receives fees, at varying rates of gross advertising media placed, as consideration for services performed by the Company. Under the most common billing arrangements, the Company bills and collects the gross cost of the advertisement it places, less any discounts negotiated with its client off of the media vendor’s standard agency fee. The Company then remits to the media vendor the gross amount less the standard agency fee. The amount billed to the client, less the amount payable to the media vendor, represents the Company’s fees and is recognized as 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 fee, 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 fees. The Company’s clients may be required to make a deposit or prepay the gross costs of advertisements, including the Company’s fees. Such amounts are reflected as client advances on the Company’s consolidated balance sheets until all revenue recognition criteria have been met. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis, net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company has determined that it acts as the principal in providing all of its services with the exception of certain advertising services, where the Company recognizes its fees on a net basis. Remaining Performance Obligations As of December 31, 2020, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $5,024, approximately 69% 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 Revenue Cost of revenue related to the Company’s advertising business consists of production costs relating to advertising content for advertisements placed for clients, and amounts payable to media vendors under revenue sharing arrangements for ad inventory transferred to and monetized by the Company. Cost of revenue related to the Company’s aiWARE content licensing and media services include royalties paid to content owners on revenue 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 revenue related to the Company’s aiWARE SaaS solutions consists primarily of fees charged by vendors for cloud infrastructure, computing and storage services and cognitive 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 AI models, which are generally based upon the hours of media processed through their models. 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. All restricted stock awards granted prior to the Company’s IPO have vested in full as of the fourth quarter of 2020. 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 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, the Company estimated volatility based on the historical volatility of its own common stock along with the volatility of the peer group. In calculating estimated volatility, as the number of years of trading history for the Company’s common stock has increased, the volatility of the Company’s common stock has been given a weighting ranging from 25% to 50% and the volatility of the peer group companies has been given a weighting ranging from 75% to 50%, with each peer company weighted equally. The Company will continue utilizing this combination and will periodically adjust 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 (other than performance-based stock options) is amortized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period. 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 |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 3. NET LOSS PER SHARE The following table presents the computation of basic and diluted net loss per share: Year Ended December 31, 2020 2019 Numerator Net loss $ (47,876 ) $ (62,078 ) Denominator Weighted-average common shares outstanding 27,609,403 21,845,536 Less: Weighted-average shares subject to repurchase (14,492 ) (47,822 ) Denominator for basic and diluted net loss per share attributable to common stockholders 27,594,911 21,797,714 Basic and diluted net loss per share $ (1.73 ) $ (2.85 ) 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, 2020 2019 Common stock options and restricted stock units 10,251,790 9,858,931 Warrants to purchase common stock 1,470,812 1,297,151 11,722,602 11,156,082 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | NOTE 4. FINANCIAL INSTRUMENTS Cash, Cash Equivalents The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, 2020, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 44,795 $ — $ 44,795 $ 44,795 $ — Level 1: Money market funds 70,022 — 70,022 70,022 — Total $ 114,817 $ — $ 114,817 $ 114,817 $ — As of December 31, 2019, the Company’s cash and cash equivalents were as follows: 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 $ — Stock Warrants All of the Company’s outstanding stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using either a probability weighted expected return model, the Monte Carlo simulation model or the Black-Scholes option-pricing model. These models incorporate contractual terms, maturity, risk-free interest rates and volatility. The value of the Company’s stock warrants would increase if a higher risk-free interest rate was used, and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. In April 2020, in connection with a consulting agreement between the Company and a consulting firm, the Company issued to such firm a warrant to purchase up to 50,000 shares of the Company’s common stock (the “Compensation Warrant”). The Compensation Warrant was fully vested and exercisable upon issuance, has an exercise price of $3.01 per share and expires on December 31, 2021. 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 fair value of this stock warrant is $59, which was determined using the Black-Scholes option-pricing model and was recorded in general and administrative operating expenses during the year ended December 31, 2020. The Company also issued to such firm in connection with the consulting agreement an additional warrant to purchase up to 400,000 shares of the Company’s common stock (the “Performance Warrant” and collectively with the Compensation Warrant, the “2020 Stock Warrants”). The Performance Warrant has an exercise price of $3.01 per share, shall vest and become exercisable in three substantially equal installments of 133,333 shares upon the achievement of specified performance goals and/or a market condition, and expires on The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the 2020 Stock Warrants: Compensation Performance Warrant Warrant Volatility 88 % 85 % Risk-free rate 0.23 % 0.34 % Term 1.7 years 3.7 years 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 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 5. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill was $6,904 as of December 31, 2020 and December 31, 2019. 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, 2020 December 31, 2019 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 1.4 $ 3,582 $ (3,357 ) $ 225 $ 3,582 $ (2,171 ) $ 1,411 Licensed technology 0.7 500 (375 ) 125 500 (208 ) 292 Developed technology 2.7 9,600 (4,480 ) 5,120 9,600 (2,560 ) 7,040 Customer relationships 2.7 9,300 (4,340 ) 4,960 9,300 (2,480 ) 6,820 Trademarks and trade names 0.0 100 (100 ) - 100 (59 ) 41 Noncompete agreements 1.6 800 (486 ) 314 800 (278 ) 522 Total 2.6 $ 23,882 $ (13,138 ) $ 10,744 $ 23,882 $ (7,756 ) $ 16,126 The following table presents future amortization of the Company’s finite-lived intangible assets at December 31, 2020: 2021 $ 4,261 2022 3,963 2023 2,520 Total $ 10,744 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 12 Months Ended |
Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Financial Statements Details | NOTE 6. CONSOLIDATED FINANCIAL STATEMENTS DETAILS Consolidated Balance Sheets Details Cash and cash equivalents As of December 31, 2020 and December 31, 2019, the Company had cash and cash equivalents of $114,817 and $44,065, respectively, including $40,052 and $15,003, respectively, of cash received from advertising clients and content licensees for future payments to vendors. Accounts Receivable, Net Accounts receivable consisted of the following: As of December 31, December 31, 2020 2019 Accounts receivable — $ 12,641 $ 19,184 Accounts receivable — 4,143 2,197 16,784 21,381 Less: allowance for doubtful accounts (118 ) (29 ) Accounts receivable, net $ 16,666 $ 21,352 The amount that the Company invoices and collects from advertising clients includes the cost of the advertisements placed for them with media vendors and the amount of the fee earned by the Company. The average fees earned by the Company is typically 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, 2020 2019 Property and equipment $ 2,365 $ 2,247 Leasehold improvements 2,899 2,876 5,264 5,123 Less: accumulated depreciation (2,910 ) (1,909 ) Property, equipment and improvements, net $ 2,354 $ 3,214 Depreciation expense was $1,025 and $1,087 for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the Company disposed of $34 in property, equipment, and improvements and recorded a $10 loss on disposal. Accounts Payable Accounts payable consisted of the following: As of December 31, December 31, 2020 2019 Accounts payable — $ 14,667 $ 15,697 Accounts payable — 965 1,317 Total $ 15,632 $ 17,014 Accounts payable – Advertising reflects the amounts due to media vendors for advertisements placed on behalf of the Company’s advertising clients. Consolidated Statements of Operations and Comprehensive Loss Details Revenue Revenue for the periods presented were comprised of the following: Year Ended December 31, 2020 2019 Advertising $ 31,550 $ 24,364 aiWARE SaaS Solutions 13,863 10,653 aiWARE Content Licensing and Media Services 12,295 14,631 Total revenue $ 57,708 $ 49,648 During the years ended December 31, 2020 and 2019, the Company’s advertising business made $257,817 and $216,483 in gross media placements, of which $237,883 and $200,709, respectively, were billed directly to clients. Of the amounts billed directly to clients, $212,273 and $177,930 represented media-related costs netted against billings during the years ended December 31, 2020 and 2019, respectively. Disaggregated Revenue Revenue disaggregated was as follows: Year Ended December 31, 2020 2019 Advertising (by service type): Agency $ 27,531 $ 24,270 VeriAds 4,019 94 Sub-total 31,550 24,364 aiWARE SaaS Solutions (by market): Media and Entertainment 10,804 9,735 Government, Legal and Compliance 1,944 918 Other Markets 1,115 - Sub-total 13,863 10,653 aiWARE Content Licensing and Media Services (by service type): Content Licensing 11,673 13,738 Media Services 622 893 Sub-total 12,295 14,631 Total revenue $ 57,708 $ 49,648 Other (Expense) Income, Net Other (expense) income, net for the periods presented was comprised of the following: Year Ended December 31, 2020 2019 Interest income, net $ 85 $ 549 Change in fair value of warrant liability (200 ) 16 Other (12 ) (24 ) Other (expense) income, net $ (127 ) $ 541 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 7. 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, 2020, future minimum lease payments were as follows: Minimum Annual Lease Year Ending December 31, Payments 2021 $ 2,242 2022 1,884 2023 1,685 2024 1,730 Total minimum payments $ 7,541 The total rent expense for all operating leases was $3,031 and $2,987 for the years ended December 31, 2020 and 2019, respectively. Sales Taxes The Company collects and remits sales tax in jurisdictions in which it has a physical presence or it believes nexus exists, which therefore obligates the Company to collect and remit sales tax. During the year ended December 31, 2020, the Company recorded a $1,036 liability for potential exposure in several states where there is uncertainty about the point in time at which the Company established a sufficient business connection to create nexus. Other Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. The Company currently is not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company’s results of operations, financial position or cash flows. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 8. STOCKHOLDERS’ EQUITY December 2020 Common Stock Offering In December 2020, the Company completed an offering of its common stock, pursuant to which the Company sold an aggregate of 3,450,000 shares of common stock (which included the full exercise of the underwriters’ option to purchase additional shares) at a price of $18.50 per share, for aggregate net proceeds of approximately $59,771 after deducting underwriting discounts and commissions and offering costs of approximately $4,054. 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 could 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 2020 and 2019, the Company issued an aggregate of 1,491,317 and 5,205,430 shares of its common stock, respectively, which were sold pursuant to the Equity Distribution Agreement. In 2020 and 2019, the Company received net proceeds from such sales of $5,986 and $24,373 after deducting expenses of $291 and $756, respectively. The Company voluntarily terminated the Equity Distribution Agreement in January 2021. In 2020, the Company issued 154,311 shares of its common stock upon the exercise of warrants for an aggregate exercise price of $2,100, and issued an aggregate of 442,126 shares of common stock upon exercises of warrants to purchase an aggregate of 813,400 shares of common stock, which were effected on a net exercise basis without cash payment of the exercise price. In 2020, the Company issued 12,100 shares In 2020 and 2019, the Company issued an aggregate of 482,417 and 233,687 shares of its common stock, respectively, in connection with the exercise of stock options, grants of restricted stock awards and vesting of restricted stock units (net of forfeitures of restricted stock) under its stock incentive plans, and purchases under its Employee Stock Purchase Plan (the “ESPP”). In September 2018, the Company acquired all of the outstanding capital stock of Machine Box, Inc. (“Machine Box”). The purchase consideration for the acquisition was comprised of the initial consideration paid at closing and additional contingent amounts that were payable if Machine Box achieved certain technical development and integration milestones within 12 months after the closing of the acquisition, and 80% of such consideration was payable by issuance of shares of the Company’s common stock to the former stockholders of Machine Box. In 2020, the Company issued an aggregate of 105,898 shares of common stock to the former stockholders of Machine Box, representing all of the shares previously held back from issuance by the Company with respect to the initial consideration and the additional contingent consideration. In August 2018, the Company acquired all of the outstanding capital stock of S Media Limited (d/b/a Performance Bridge Media) (“Performance Bridge”). The purchase consideration for the acquisition was comprised of the initial consideration paid at closing and additional earnout consideration that was payable if Performance Bridge achieved certain revenue milestones for its 2018 fiscal year, and 80% of such consideration was payable by issuance of shares of the Company’s common stock to the former stockholder of Performance Bridge. In 2020, 9,552 shares of common stock, which represented a portion of the consideration for the Company’s acquisition of Wazee Digital, Inc. (“Wazee”) in 2018 that was previously deposited in a third-party escrow account to secure certain indemnification obligations of the former stockholders of Wazee Digital, were returned to the Company and cancelled in connection with the resolution of a claim for indemnification made by the Company. Common Stock Warrants As discussed in Note 4 and above, in 2020, the Company issued warrants to purchase an aggregate of 450,000 shares of the Company’s common stock and warrants to purchase an aggregate of 967,711 shares of common stock were exercised in 2020. The table below summarizes the warrants outstanding at December 31, 2020: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.6088 313,440 April 2018 5 $ 11.73 20,000 April 2020 Compensation Warrant 1.7 $ 3.01 50,000 April 2020 Performance Warrant 3.7 $ 3.01 396,000 779,440 The table below summarizes the warrants outstanding at December 31, 2019: 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 $ 11.73 20,000 1,297,151 |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | NOTE 9. 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, nonstatutory stock options, restricted stock and restricted stock units may be granted to eligible employees, directors and consultants. The Company’s Board of Directors 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, nonstatutory 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, 2020, an aggregate of 596,816 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 milestones 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, 2020, 183 shares of common stock were available for future grant under the 2018 Plan. Inducement Grant Plan In October 2020, the Company’s Board of Directors adopted the Company’s Inducement Grant Plan. Under the Inducement Grant Plan, nonstatutory stock options, stock appreciation rights, stock awards, restricted stock units and dividend equivalent rights may be granted as Terms of Awards Under Stock Plans The 2014 Plan, 2017 Plan, 2018 Plan and Inducement Grant 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 vested 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, the 2017 Plan and the Inducement Grant Plan. All such Performance Options become exercisable in three equal tranches based on the achievement of specific stock price milestones for the Company’s common stock. These stock price milestones were amended in August 2020 with respect to substantially all of the Performance Options outstanding at such time, as discussed below. 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. In the first quarter of 2021, the Company achieved all of the stock price milestones and, accordingly, substantially all of the then-outstanding Performance Options have vested in full. Modifications to Performance-Based Stock Options In August 2020, the disinterested members of the Board of Directors of the Company adopted certain amendments (the “Amendments”) to the Company’s 2018 Plan, and to the then outstanding Performance Options granted under the 2018 Plan and the 2017 Plan. Such Amendments were approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on July 24, 2020. The Amendments include (i) amendment of the stock price milestones applicable to the Performance Options, and (ii) reduction of the exercise prices of the Performance Options held by the Company’s Chief Executive Officer and the Company’s President, which resulted in a modification of the Performance Options. The Company values the Performance Options using a Monte Carlo simulation model. A fair value per share and a derived service period is determined for each of the three equal tranches of each Performance Award. The Company determined the fair values and the new derived service periods of the modified awards as of the date of modification and the fair values of the original awards immediately before the modification. The amount of incremental compensation expense resulting from the modification of each award is equal to the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. The total The assumptions used in the Monte Carlo simulation model for computing the fair values of the Performance Options on the modification date and immediately before the modification are set forth in the table below: Amendment date stock price $ 8.83 Expected volatility 80 % Risk-free interest rate 0.6 % Expected dividend yield — % Cost of equity 12 % 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 Company has also issued shares of common stock to consultants in exchange for services under separate agreements outside of the Stock Plans. These share-based payment transactions are measured based on the fair value of the common stock issued and are recognized in the period in which the services are rendered. 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, 2020 and 2019 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2020 2019 Expected term (in years) 6.0 - 6.1 6.0 - 6.1 Expected volatility 68% - 83% 65% - 68% Risk-free interest rate 0.4% - 1.2% 1.5% - 2.6% Expected dividend yield — — The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2020 and 2019 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2020 2019 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 65% - 130% 62% - 71% Risk-free interest rate 0.1% - 1.5% 1.7% - 2.5% 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 during the year ended December 31, 2020 and 2019 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2020 2019 Grant date stock price $ 11.10 $4.65 - $8.34 Dividend yield — % — % Risk-free interest rate 0.8 % 2.7 % Estimated volatility 85 % 65 % The stock-based compensation expense by type of award and by operating expense grouping are presented below: Year Ended December 31, 2020 2019 Stock-based compensation expense by type of award: Restricted stock units $ 5,560 $ 952 Restricted stock awards 181 350 Machine Box contingent common stock issuances (37 ) 1,255 Performance-based stock options 8,480 8,000 Stock options 4,767 9,610 Employee stock purchase plan 493 490 Common stock issued for services 95 - Total $ 19,539 $ 20,657 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 889 $ 1,035 Research and development 1,046 2,549 General and administrative 17,604 17,073 $ 19,539 $ 20,657 Stock Plan Activity Restricted Stock Awards The Company’s restricted stock award activity for the year ended December 31, 2020 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2019 22,813 $ 7.50 Granted 6,903 $ 4.47 Vested (29,716 ) $ 6.80 Unvested at December 31, 2020 - As of December 31, 2020, there was no unrecognized compensation cost related to restricted stock awards. Stock awards with respect to a total of 6,903 shares of common stock were granted during the year ended December 31, 2020, which were fully vested upon grant. No stock awards were granted during the year ended December 31, 2019. The fair values of restricted stock awards that vested during the years ended December 31, 2020 and 2019 totaled $238 and $299, respectively. Restricted Stock Units The Company’s restricted stock units activity for the year ended December 31, 2020 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2019 142,145 $ 6.71 Granted 914,157 $ 10.94 Forfeited (26,250 ) $ 8.44 Vested (200,928 ) $ 5.85 Unvested at December 31, 2020 829,124 $ 11.53 As of December 31, 2020, total unrecognized compensation cost related to restricted stock units was $4,593, which is expected to be recognized over a period of 0.7 year. The weighted average grant date fair values per share of restricted stock units granted in the years ended December 31, 2020 and 2019 were $10.94 and $6.97, respectively. The fair values of restricted stock units vested during the years ended December 31, 2020 and 2019 totaled $2,519 and $362, respectively. Performance Options The activity related to Performance Options for the year ended December 31, 2020 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2019 4,484,739 $ 16.68 Granted 120,000 $ 11.10 Forfeited (370,719 ) $ 5.62 Outstanding at December 31, 2020 4,234,020 $ 10.55 7.55 years $ — Exercisable at December 31, 2020 — $ — — $ — The weighted average grant date fair values per share of Performance Options granted during the years ended December 31, 2020 and 2019 were $7.36 and $2.55, respectively. No performance-based stock options vested during the years ended December 31, 2020 and 2019. At December 31, 2020, total unrecognized compensation expense related to Performance Options was $16,268 and was expected to be recognized over a weighted average period of 1.6 years. During the first quarter of 2021, the Company achieved all of the stock price milestones applicable to Performance Options and, as a result, the remaining $16,268 of unrecognized compensation will be accelerated and recognized in full as a one-time expense in the first quarter of 2021. Stock Options The activity related to all other stock options for the year ended December 31, 2020 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2019 5,196,778 $ 13.09 Granted 768,000 $ 7.01 Exercised (163,359 ) $ 5.70 Forfeited (234,917 ) $ 8.61 Expired (166,432 ) $ 14.44 Outstanding at December 31, 2020 5,400,070 $ 12.60 6.88 years $ 85,632 Exercisable at December 31, 2020 4,187,251 $ 13.91 6.34 years $ 60,870 The weighted average grant date fair values per share of stock options granted in the years ended December 31, 2020 and 2019 were $4.69 and $3.47, respectively. The aggregate intrinsic values of the options exercised during the years ended December 31, 2020 and 2019 were $2,238 and $189, respectively. The total grant date fair values of stock options vested during the years ended December 31, 2020 and 2019 were $5,205 and $10,226, respectively. At December 31, 2020, total unrecognized compensation expense related to stock options was $5,792 and is expected to be recognized over a weighted average period of 2.7 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 February 1, 2019 and February 1, 2020. 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, 2020 and 2019 totaled $135 and $196, respectively. During the years ended December 31, 2020 and 2019 a total of 126,550 and 129,514 shares of common stock were purchased under the ESPP at a weighted average purchase price of $1.90 and $4.65, respectively. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 10. 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, 2020 2019 United States of America $ (47,831 ) $ (63,624 ) Foreign 31 94 Total $ (47,800 ) $ (63,530 ) The provision for income taxes consisted of the following for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Current Federal $ — $ — State 70 19 Foreign 6 18 Total Current Provision 76 37 Deferred Federal (11,573 ) (14,188 ) State (4,532 ) (1,073 ) Foreign — — Change in valuation allowance 16,105 13,772 Total deferred (benefit) provision — (1,489 ) Total provision (benefit) $ 76 $ (1,452 ) A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 9.36 1.17 Meals, entertainment and other 3.17 (0.55 ) Benefit from basis difference in acquired asset — 2.34 Change in valuation allowance (33.69 ) (21.68 ) (Provision for) benefit from income taxes (0.16 )% 2.28 % The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Net operating losses $ 44,711 $ 38,674 Stock-based compensation 15,866 10,702 Accrued expenses 2,352 180 Research credits 3,193 710 Other 518 577 Gross deferred tax assets 66,640 50,843 Less: valuation allowance (65,110 ) (49,005 ) Total deferred tax assets 1,530 1,838 Other - fixed assets and intangibles (1,530 ) (1,838 ) Total deferred tax liabilities (1,530 ) (1,838 ) 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, 2020 and 2019 against its U.S. federal and state deferred tax assets as of December 31, 2020 and 2019. The change in the valuation allowance for the years ended December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Valuation allowance, at beginning of year $ 49,005 $ 35,233 Increase in valuation allowance 16,105 13,772 Valuation allowance, at end of year $ 65,110 $ 49,005 As of December 31, 2020, the Company has federal and state income tax net operating loss carryforwards of approximately $186,324 and $87,251, respectively. The U.S. federal and state net operating losses are projected to expire in 2034 and 2021, 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 $2,421 and $1,807, respectively, as of December 31, 2020. 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. At December 31, 2020 and 2019, the Company had approximately $720 and $0, respectively, of unrecognized tax benefits all of which would impact the Company’s effective tax rate if recognized. If recognized, $655 would result in a deferred tax asset for tax attribute carryforwards, which is expected to require a full valuation allowance based on present circumstances. The Company estimates that none of its unrecognized tax benefits will decrease in the next twelve months. The Company is subject to taxation in the United States and various states. Certain U.S. federal tax returns and state tax returns are open for examination for tax years 2016 and forward. The Company is not currently under examination from income tax authorities in the jurisdictions in which the Company does business. On March 27, 2020, the U.S federal government enacted the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act is an emergency economic stimulus package in response to the coronavirus outbreak which, among other things, contains numerous income tax provisions. Some of these tax provisions are effective retroactively for years ended before the date of the enactment. The provisions of the CARES Act did not materially impact the Company's tax position. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11. RELATED PARTY TRANSACTIONS There were no related party transactions as of or during the years ended December 31, 2020 and 2019. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12. SUBSEQUENT EVENTS On January 4, 2021, the Company voluntarily terminated that certain Equity Distribution Agreement dated June 1, 2018 between the Company and JMP Securities LLC, effective January 5, 2021. The ATM Facility was terminable at will by the Company with no penalty. During the first quarter ending March 31, 2021, the Company achieved all of the stock price milestones applicable to the Performance Options granted under the 2018 Plan, the 2017 Plan and Inducement Grant Plan. As a result, total unrecognized compensation cost associated with such Performance Options of $16,268 was accelerated and recognized in full during such quarter. On February 23, 2021, the Company entered into an Office Sublease (the “Sublease”) with California Pizza Kitchen, Inc. (the “Subtenant”), pursuant to which the Company will sublease its office space located at 575 Anton Boulevard, Costa Mesa, California, consisting of approximately 37,875 square feet, which the Company leases pursuant to the Lease Agreement dated July 14, 2017, between the Company and PR II/MCC South Coast Property Owner, LLC (the “Landlord”), as amended (the “Lease”), subject to the written consent of the Landlord to the Sublease. The term of the Sublease is expected to commence in March 2021 and will continue through December 31, 2024, coterminous with the Lease. Pursuant to the Sublease, the Subtenant will pay to the Company base rent in an initial amount of $ per month, which is subject to annual rent escalations, as well as a portion of the operating expenses and taxes payable by the Company under the Lease. During the first quarter end ing March 31, 2021, the Company recorded approximately $ 4,500 in charges resulting from the Sublease . |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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. |
Reclassifications | Reclassifications Certain reclassifications to other assets have been made to prior year amounts for consistency and comparability with the current year’s financial statement presentation. These reclassifications had no effect on the reported total assets and liabilities. Amortization expense, which was presented in prior year periods within cost of revenue, sales and marketing, research and development, and general and administrative operating expenses, has been reclassified and is presented as a single separate line item in operating expenses. Gross profit, which was previously reflected in the statement of operations and comprehensive loss, is no longer presented. Additionally, cost of revenue, which was presented in prior periods within gross profit, is now presented as an operating expense. The Company believes that this presentation more accurately reflects the Company’s cost of revenue and operating expenses. These reclassifications had no effect on reported net loss. |
Liquidity and Capital Resources | Liquidity and Capital Resources During 2020 and 2019, the Company generated cash flows from operations of $1,433 and negative cash flows from operations of $30,432, respectively, and incurred net losses of $47,876 and $62,078, respectively. Also, the Company had an accumulated deficit of $280,365 as of December 31, 2020. 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 2020, the Company completed an offering of its common stock for aggregate net proceeds of $59,771. In the Company raised net proceeds of $ 5,986 and $ 24,373 , respectively, through sales of its common stock under an Equity Distribution Agreement dated June 1, 2018 (the “Equity Distribution Agreement”). 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 $114,817 as of December 31, 2020, 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’s current cash and cash equivalents may not be sufficient to support the development of its business to the point at which it 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. 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, purchase accounting, impairment of long-lived assets, the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Annual Report on Form 10-K. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
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. Marketable securities are 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. 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 the Company’s clients and 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. J udgment 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) within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market. 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, 2020 and 2019. The warrants have been recorded at their fair values 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 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. 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 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 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, 2020 and 2019. |
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. aiWARE SaaS Revenues The Company has agreements with its customers under which it provides customers with access to and use 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 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. In certain SaaS arrangements with broadcasters, the fees for subscription services are paid by broadcasters with advertising inventory that is provided to and monetized by the Company. The Company recognizes revenue for these arrangements based on the fair value of the advertising inventory. 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 also enters into software license agreements with customers under which the Company provides software representing an on-premises deployment of its aiWARE platform or components thereof. Under these license agreements, the customer is responsible for the installation and configuration of the software in the customer-controlled environment. The Company recognizes the license fees as revenue under these agreements at the time that the software is made available by the Company for download by the customer. The Company typically invoices its aiWARE SaaS customers for subscription services monthly, for on-premises software at the time the software is made available for download by the customer, and for professional services either monthly or in accordance with an agreed upon invoicing schedule. Invoices are typically 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. 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 end-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. Advertising Revenues The Company’s advertising services consist primarily of placing advertisements for clients with media vendors, including broadcasters, podcasters and digital media providers. The Company receives fees, at varying rates of gross advertising media placed, as consideration for services performed by the Company. Under the most common billing arrangements, the Company bills and collects the gross cost of the advertisement it places, less any discounts negotiated with its client off of the media vendor’s standard agency fee. The Company then remits to the media vendor the gross amount less the standard agency fee. The amount billed to the client, less the amount payable to the media vendor, represents the Company’s fees and is recognized as 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 fee, 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 fees. The Company’s clients may be required to make a deposit or prepay the gross costs of advertisements, including the Company’s fees. Such amounts are reflected as client advances on the Company’s consolidated balance sheets until all revenue recognition criteria have been met. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis, net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company has determined that it acts as the principal in providing all of its services with the exception of certain advertising services, where the Company recognizes its fees on a net basis. Remaining Performance Obligations As of December 31, 2020, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $5,024, approximately 69% 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 Revenue Cost of revenue related to the Company’s advertising business consists of production costs relating to advertising content for advertisements placed for clients, and amounts payable to media vendors under revenue sharing arrangements for ad inventory transferred to and monetized by the Company. Cost of revenue related to the Company’s aiWARE content licensing and media services include royalties paid to content owners on revenue 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 revenue related to the Company’s aiWARE SaaS solutions consists primarily of fees charged by vendors for cloud infrastructure, computing and storage services and cognitive 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 AI models, which are generally based upon the hours of media processed through their models. |
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. All restricted stock awards granted prior to the Company’s IPO have vested in full as of the fourth quarter of 2020. 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 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, the Company estimated volatility based on the historical volatility of its own common stock along with the volatility of the peer group. In calculating estimated volatility, as the number of years of trading history for the Company’s common stock has increased, the volatility of the Company’s common stock has been given a weighting ranging from 25% to 50% and the volatility of the peer group companies has been given a weighting ranging from 75% to 50%, with each peer company weighted equally. The Company will continue utilizing this combination and will periodically adjust 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 (other than performance-based stock options) is amortized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period. 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. If performance options are modified, the fair values and the new derived service periods of the modified awards as of the date of modification and the fair values of the original awards immediately before the modification are determined. The amount of incremental compensation expense resulting from the modification of each award is equal to the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. The incremental compensation expense is recognized over the new derived service period of the modified award. |
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, 2020 and 2019, the Company recorded expense of $1,214 and $1,763, 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 expensed as incurred. The costs of internal-use software that is developed to meet the Company’s needs and will not be marketed externally is subject to capitalization. The company capitalized $72 of software development costs in 2020 and no software development costs were capitalized in 2019. |
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 revenue of each reportable segment (see Note 6) 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 revenue on a combined but not allocated basis, and evaluates all other 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 No individual customer accounted for 10% or more of the Company’s revenue for the years ended December 31, 2020 and 2019. Two advertising clients individually accounted for 10% or more of the Company’s accounts receivable as of December 31, 2020, |
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 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. |
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. 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. 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 are presented using Topic 606. 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 , as part of its disclosure framework project intended to improve the effectiveness of disclosures in the notes to the financial statements by updating certain disclosure requirements related to fair value measurements. The standard became effective for the Company beginning in the first quarter of fiscal year 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). which requires measurement and recognition of expected credit losses for financial assets held. This standard will be effective for the Company beginning in the first quarter of fiscal year The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures as well as the timing of adoption. In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, Income Taxes and early adoption is permitted |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Numerator Net loss $ (47,876 ) $ (62,078 ) Denominator Weighted-average common shares outstanding 27,609,403 21,845,536 Less: Weighted-average shares subject to repurchase (14,492 ) (47,822 ) Denominator for basic and diluted net loss per share attributable to common stockholders 27,594,911 21,797,714 Basic and diluted net loss per share $ (1.73 ) $ (2.85 ) |
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, 2020 2019 Common stock options and restricted stock units 10,251,790 9,858,931 Warrants to purchase common stock 1,470,812 1,297,151 11,722,602 11,156,082 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments All Other Investments [Abstract] | |
Schedule of Cash and Cash Equivalents | As of December 31, 2020, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Marketable Cost Losses Value Equivalents Securities Cash $ 44,795 $ — $ 44,795 $ 44,795 $ — Level 1: Money market funds 70,022 — 70,022 70,022 — Total $ 114,817 $ — $ 114,817 $ 114,817 $ — As of December 31, 2019, the Company’s cash and cash equivalents were as follows: 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 $ — |
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 2020 Stock Warrants: Compensation Performance Warrant Warrant Volatility 88 % 85 % Risk-free rate 0.23 % 0.34 % Term 1.7 years 3.7 years |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
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, 2020 December 31, 2019 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 1.4 $ 3,582 $ (3,357 ) $ 225 $ 3,582 $ (2,171 ) $ 1,411 Licensed technology 0.7 500 (375 ) 125 500 (208 ) 292 Developed technology 2.7 9,600 (4,480 ) 5,120 9,600 (2,560 ) 7,040 Customer relationships 2.7 9,300 (4,340 ) 4,960 9,300 (2,480 ) 6,820 Trademarks and trade names 0.0 100 (100 ) - 100 (59 ) 41 Noncompete agreements 1.6 800 (486 ) 314 800 (278 ) 522 Total 2.6 $ 23,882 $ (13,138 ) $ 10,744 $ 23,882 $ (7,756 ) $ 16,126 |
Summary of Future Amortization of Finite-Lived Intangible Assets | The following table presents future amortization of the Company’s finite-lived intangible assets at December 31, 2020: 2021 $ 4,261 2022 3,963 2023 2,520 Total $ 10,744 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Accounts receivable — $ 12,641 $ 19,184 Accounts receivable — 4,143 2,197 16,784 21,381 Less: allowance for doubtful accounts (118 ) (29 ) Accounts receivable, net $ 16,666 $ 21,352 |
Summary of Property Equipment and Improvements, Net | Property, equipment and improvements consisted of the following: As of December 31, December 31, 2020 2019 Property and equipment $ 2,365 $ 2,247 Leasehold improvements 2,899 2,876 5,264 5,123 Less: accumulated depreciation (2,910 ) (1,909 ) Property, equipment and improvements, net $ 2,354 $ 3,214 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of December 31, December 31, 2020 2019 Accounts payable — $ 14,667 $ 15,697 Accounts payable — 965 1,317 Total $ 15,632 $ 17,014 |
Summary of Revenue | Revenue for the periods presented were comprised of the following: Year Ended December 31, 2020 2019 Advertising $ 31,550 $ 24,364 aiWARE SaaS Solutions 13,863 10,653 aiWARE Content Licensing and Media Services 12,295 14,631 Total revenue $ 57,708 $ 49,648 |
Summary of Disaggregation of Revenue | Revenue disaggregated was as follows: Year Ended December 31, 2020 2019 Advertising (by service type): Agency $ 27,531 $ 24,270 VeriAds 4,019 94 Sub-total 31,550 24,364 aiWARE SaaS Solutions (by market): Media and Entertainment 10,804 9,735 Government, Legal and Compliance 1,944 918 Other Markets 1,115 - Sub-total 13,863 10,653 aiWARE Content Licensing and Media Services (by service type): Content Licensing 11,673 13,738 Media Services 622 893 Sub-total 12,295 14,631 Total revenue $ 57,708 $ 49,648 |
Schedule of Other (Expense) Income, Net | Other (expense) income, net for the periods presented was comprised of the following: Year Ended December 31, 2020 2019 Interest income, net $ 85 $ 549 Change in fair value of warrant liability (200 ) 16 Other (12 ) (24 ) Other (expense) income, net $ (127 ) $ 541 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rentals Under Leases | As of December 31, 2020, future minimum lease payments were as follows: Minimum Annual Lease Year Ending December 31, Payments 2021 $ 2,242 2022 1,884 2023 1,685 2024 1,730 Total minimum payments $ 7,541 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The table below summarizes the warrants outstanding at December 31, 2020: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.6088 313,440 April 2018 5 $ 11.73 20,000 April 2020 Compensation Warrant 1.7 $ 3.01 50,000 April 2020 Performance Warrant 3.7 $ 3.01 396,000 779,440 The table below summarizes the warrants outstanding at December 31, 2019: 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 $ 11.73 20,000 1,297,151 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 Stock-based compensation expense by type of award: Restricted stock units $ 5,560 $ 952 Restricted stock awards 181 350 Machine Box contingent common stock issuances (37 ) 1,255 Performance-based stock options 8,480 8,000 Stock options 4,767 9,610 Employee stock purchase plan 493 490 Common stock issued for services 95 - Total $ 19,539 $ 20,657 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 889 $ 1,035 Research and development 1,046 2,549 General and administrative 17,604 17,073 $ 19,539 $ 20,657 |
Schedule of Restricted Stock Award Activity | The Company’s restricted stock award activity for the year ended December 31, 2020 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2019 22,813 $ 7.50 Granted 6,903 $ 4.47 Vested (29,716 ) $ 6.80 Unvested at December 31, 2020 - |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock units activity for the year ended December 31, 2020 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2019 142,145 $ 6.71 Granted 914,157 $ 10.94 Forfeited (26,250 ) $ 8.44 Vested (200,928 ) $ 5.85 Unvested at December 31, 2020 829,124 $ 11.53 |
Schedule of Stock Option Activity | The activity related to all other stock options for the year ended December 31, 2020 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2019 5,196,778 $ 13.09 Granted 768,000 $ 7.01 Exercised (163,359 ) $ 5.70 Forfeited (234,917 ) $ 8.61 Expired (166,432 ) $ 14.44 Outstanding at December 31, 2020 5,400,070 $ 12.60 6.88 years $ 85,632 Exercisable at December 31, 2020 4,187,251 $ 13.91 6.34 years $ 60,870 |
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, 2020 and 2019 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2020 2019 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 65% - 130% 62% - 71% Risk-free interest rate 0.1% - 1.5% 1.7% - 2.5% Expected dividend yield — — |
2018 Performance Base Stock Incentive Plan [Member] | |
Summary of Fair Value Assumptions of Performance Awards | The assumptions used in the Monte Carlo simulation model for computing the fair values of the Performance Options on the modification date and immediately before the modification are set forth in the table below: Amendment date stock price $ 8.83 Expected volatility 80 % Risk-free interest rate 0.6 % Expected dividend yield — % Cost of equity 12 % |
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, 2020 and 2019 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2020 2019 Expected term (in years) 6.0 - 6.1 6.0 - 6.1 Expected volatility 68% - 83% 65% - 68% Risk-free interest rate 0.4% - 1.2% 1.5% - 2.6% 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 during the year ended December 31, 2020 and 2019 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2020 2019 Grant date stock price $ 11.10 $4.65 - $8.34 Dividend yield — % — % Risk-free interest rate 0.8 % 2.7 % Estimated volatility 85 % 65 % |
Schedule of Stock Option Activity | The activity related to Performance Options for the year ended December 31, 2020 was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2019 4,484,739 $ 16.68 Granted 120,000 $ 11.10 Forfeited (370,719 ) $ 5.62 Outstanding at December 31, 2020 4,234,020 $ 10.55 7.55 years $ — Exercisable at December 31, 2020 — $ — — $ — |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020 2019 United States of America $ (47,831 ) $ (63,624 ) Foreign 31 94 Total $ (47,800 ) $ (63,530 ) |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2020 and 2019: Year Ended December 31, 2020 2019 Current Federal $ — $ — State 70 19 Foreign 6 18 Total Current Provision 76 37 Deferred Federal (11,573 ) (14,188 ) State (4,532 ) (1,073 ) Foreign — — Change in valuation allowance 16,105 13,772 Total deferred (benefit) provision — (1,489 ) Total provision (benefit) $ 76 $ (1,452 ) |
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, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 9.36 1.17 Meals, entertainment and other 3.17 (0.55 ) Benefit from basis difference in acquired asset — 2.34 Change in valuation allowance (33.69 ) (21.68 ) (Provision for) benefit from income taxes (0.16 )% 2.28 % |
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, 2020 and 2019 were as follows: Year Ended December 31, 2020 2019 Net operating losses $ 44,711 $ 38,674 Stock-based compensation 15,866 10,702 Accrued expenses 2,352 180 Research credits 3,193 710 Other 518 577 Gross deferred tax assets 66,640 50,843 Less: valuation allowance (65,110 ) (49,005 ) Total deferred tax assets 1,530 1,838 Other - fixed assets and intangibles (1,530 ) (1,838 ) Total deferred tax liabilities (1,530 ) (1,838 ) Net deferred tax assets $ — $ — |
Summary of Valuation Allowance | The change in the valuation allowance for the years ended December 31, 2020 and 2019 is as follows: Year Ended December 31, 2020 2019 Valuation allowance, at beginning of year $ 49,005 $ 35,233 Increase in valuation allowance 16,105 13,772 Valuation allowance, at end of year $ 65,110 $ 49,005 |
Presentation and Summary of S_3
Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2020USD ($)SegmentCustomer | Dec. 31, 2019USD ($)Customer | |
Significant Accounting Policies [Line Items] | |||
Positive (negative) cash flows from operations | $ 1,433,000 | $ (30,432,000) | |
Net loss | 47,876,000 | 62,078,000 | |
Accumulated deficit | $ 280,365,000 | 280,365,000 | 232,489,000 |
Net proceeds from sales of common stock from the period | 59,771,000 | ||
Net proceeds from sales of common stock | 59,771,000 | 66,278,000 | 23,851,000 |
Cash and cash equivalents | 114,817,000 | 114,817,000 | 44,065,000 |
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 | $ 5,024,000 | $ 5,024,000 | |
Transaction price remaining performance obligations percentage | 69.00% | 69.00% | |
Advertising and marketing costs | $ 1,214,000 | 1,763,000 | |
Capitalized software development costs | $ 72,000 | $ 72,000 | $ 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 | 0 | 0 | |
Concentration risk percentage | 10.00% | 10.00% | |
Accounts Receivable [Member] | Advertising [Member] | Customer Concentration Risk [Member] | |||
Significant Accounting Policies [Line Items] | |||
Number of major customers | Customer | 2 | ||
Concentration risk percentage | 10.00% | 10.00% | |
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 | ||
Minimum [Member] | June 2018 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Weighted volatility of common stock | 25.00% | ||
Weighted volatility of peer company | 50.00% | ||
Minimum [Member] | Noncompete Agreements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Amortization periods of Intangible assets | 3 years | ||
Maximum [Member] | June 2018 [Member] | |||
Significant Accounting Policies [Line Items] | |||
Weighted volatility of common stock | 50.00% | ||
Weighted volatility of peer company | 75.00% | ||
Maximum [Member] | Noncompete Agreements [Member] | |||
Significant Accounting Policies [Line Items] | |||
Amortization periods of Intangible assets | 4 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 | ||
Equity Distribution Agreement [Member] | |||
Significant Accounting Policies [Line Items] | |||
Net proceeds from sales of common stock | $ 5,986,000 | $ 24,373,000 |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Dec. 31, 2020 |
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 |
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, 2020 | Dec. 31, 2019 | |
Numerator | ||
Net loss | $ (47,876) | $ (62,078) |
Denominator | ||
Weighted-average common shares outstanding | 27,609,403 | 21,845,536 |
Less: Weighted-average shares subject to repurchase | (14,492) | (47,822) |
Denominator for basic and diluted net loss per share attributable to common stockholders | 27,594,911 | 21,797,714 |
Basic and diluted net loss per share | $ (1.73) | $ (2.85) |
Net Income Loss Per Share - Eff
Net Income Loss Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 11,722,602 | 11,156,082 |
Employee Stock Option and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 10,251,790 | 9,858,931 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 1,470,812 | 1,297,151 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | $ 114,817 | $ 44,065 |
Total Cash and Debt Securities | 114,817 | 44,065 |
Total Fair Value, Cash and Debt Securities | 114,817 | 44,065 |
Cash [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 44,795 | 23,710 |
Fair Value, Cash | 44,795 | 23,710 |
Level 1 [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 70,022 | 20,355 |
Cash and cash equivalents gross before unrealized losses | 70,022 | 20,355 |
Fair Value, Cash | $ 70,022 | $ 20,355 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Schedule Of Available For Sale Securities [Line Items] | ||||
Fair value of warrants | $ 200 | $ (16) | ||
Compensation Warrant [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrants to purchase common stock | 50,000 | |||
Warrant exercise price | $ 3.01 | |||
Fair value of warrants | 59 | |||
Warrant exercisable date | Dec. 31, 2021 | |||
Performance Warrant [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrants to purchase common stock | 400,000 | |||
Warrant exercise price | $ 3.01 | |||
Fair value of warrants | $ 43 | |||
Warrant exercisable | 133,333 | |||
Warrant exercisable date | Dec. 31, 2023 | |||
Performance Warrant [Member] | First Installment [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrant exercisable | 133,333 | |||
April 2018 Warrant [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrants to purchase common stock | 20,000 | |||
Warrant exercise price | $ 11.73 | $ 11.73 | $ 11.73 | |
Warrants maturity period | 5 years | 5 years | 5 years | |
Fair value of warrants | $ 207 |
Financial Instruments - Summary
Financial Instruments - Summary of Quantitative Information with Respect to Significant Unobservable Inputs (Detail) | Dec. 31, 2020 |
Volatility [Member] | Compensation Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 88 |
Volatility [Member] | Performance Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 85 |
Risk-free Rate [Member] | Compensation Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.23 |
Risk-free Rate [Member] | Performance Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.34 |
Term [Member] | Compensation Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants term | 1 year 8 months 12 days |
Term [Member] | Performance Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants term | 3 years 8 months 12 days |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Carrying amount of goodwill | $ 6,904 | $ 6,904 |
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, 2020 | Dec. 31, 2019 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 7 months 6 days | |
Gross Carrying Amount | $ 23,882 | $ 23,882 |
Accumulated Amortization | (13,138) | (7,756) |
Net Carrying Amount | $ 10,744 | 16,126 |
Software and Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 1 year 4 months 24 days | |
Gross Carrying Amount | $ 3,582 | 3,582 |
Accumulated Amortization | (3,357) | (2,171) |
Net Carrying Amount | $ 225 | 1,411 |
Licensed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 8 months 12 days | |
Gross Carrying Amount | $ 500 | 500 |
Accumulated Amortization | (375) | (208) |
Net Carrying Amount | $ 125 | 292 |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 8 months 12 days | |
Gross Carrying Amount | $ 9,600 | 9,600 |
Accumulated Amortization | (4,480) | (2,560) |
Net Carrying Amount | $ 5,120 | 7,040 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 8 months 12 days | |
Gross Carrying Amount | $ 9,300 | 9,300 |
Accumulated Amortization | (4,340) | (2,480) |
Net Carrying Amount | $ 4,960 | 6,820 |
Trademarks and Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 100 | 100 |
Accumulated Amortization | $ (100) | (59) |
Net Carrying Amount | 41 | |
Noncompete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 1 year 7 months 6 days | |
Gross Carrying Amount | $ 800 | 800 |
Accumulated Amortization | (486) | (278) |
Net Carrying Amount | $ 314 | $ 522 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Future Amortization of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2021 | $ 4,261 | |
2022 | 3,963 | |
2023 | 2,520 | |
Net Carrying Amount | $ 10,744 | $ 16,126 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | $ 114,817 | $ 44,065 |
Depreciation Expense | 1,025 | 1,087 |
Disposal of property, equipment, and improvements | 34 | |
Loss on disposal | 10 | |
Cost of revenues | 15,663 | 15,261 |
Advertising Clients and Content Licensees [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash received | $ 40,052 | 15,003 |
Advertising [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Percentage of average fee earned on amount invoiced and collected | 15.00% | |
Gross media placements | $ 257,817 | 216,483 |
Advertising [Member] | Billed Revenues [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Gross media placements | 237,883 | 200,709 |
Advertising [Member] | Netted Against Billings [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cost of revenues | $ 212,273 | $ 177,930 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts receivable, gross | $ 16,784 | $ 21,381 |
Less: allowance for doubtful accounts | (118) | (29) |
Accounts receivable, net | 16,666 | 21,352 |
Advertising [Member] | ||
Accounts receivable, gross | 12,641 | 19,184 |
Other [Member] | ||
Accounts receivable, gross | $ 4,143 | $ 2,197 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 2,365 | $ 2,247 |
Leasehold improvements | 2,899 | 2,876 |
Property, equipment and improvements, gross | 5,264 | 5,123 |
Less: accumulated depreciation | (2,910) | (1,909) |
Property, equipment and improvements, net | $ 2,354 | $ 3,214 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Accounts payable — Advertising | $ 14,667 | $ 15,697 |
Accounts payable — Other | 965 | 1,317 |
Total | $ 15,632 | $ 17,014 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 57,708 | $ 49,648 |
Advertising [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 31,550 | 24,364 |
aiWARE SaaS Solutions [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 13,863 | 10,653 |
aiWARE Content Licensing and Media Services [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 12,295 | $ 14,631 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 57,708 | $ 49,648 |
Advertising Agency [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 27,531 | 24,270 |
Advertising VeriAds [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 4,019 | 94 |
aiWARE Content Licensing [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 11,673 | 13,738 |
aiWARE Media Services [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 622 | 893 |
Advertising [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 31,550 | 24,364 |
aiWARE Media and Entertainment [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 10,804 | 9,735 |
aiWARE Government Legal and Compliance [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 1,944 | 918 |
aiWARE Other Markets [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 1,115 | |
aiWARE SaaS Solutions [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 13,863 | 10,653 |
aiWARE Content Licensing and Media Services [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 12,295 | $ 14,631 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Schedule of Other (Expense) Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Other Income And Expenses [Abstract] | ||
Interest income, net | $ 85 | $ 549 |
Change in fair value of warrant liability | (200) | 16 |
Other | (12) | (24) |
Other (expense) income, net | $ (127) | $ 541 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Rentals Under Leases (Detail) - Building Lease Agreement [Member] $ in Thousands | Dec. 31, 2020USD ($) |
Other Commitments [Line Items] | |
2021 | $ 2,242 |
2022 | 1,884 |
2023 | 1,685 |
2024 | 1,730 |
Total minimum payments | $ 7,541 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | ||
Rent expense | $ 3,031 | $ 2,987 |
Liability for potential exposure | $ 1,036 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 28, 2019 | Dec. 31, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Aug. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 25, 2019 | Sep. 30, 2018 |
Class of Stock [Line Items] | |||||||||
Common stock shares issued | 3,450,000 | ||||||||
Share price | $ 18.50 | $ 18.50 | |||||||
Net proceeds from stock issuance | $ 59,771 | $ 66,278 | $ 23,851 | ||||||
Stock issuance costs | 4,054 | ||||||||
Exercise of warrants | $ 2,100 | ||||||||
Issued warrants to purchase | 450,000 | ||||||||
Warrants to purchase shares of common stock exercised | 967,711 | ||||||||
Common Stock and Employee Stock Purchase Plan [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Shares issued in connection with stock option exercise | 482,417 | 233,687 | |||||||
JMP Securities [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Net proceeds from stock issuance | $ 5,986 | $ 24,373 | |||||||
Maximum aggregate sales price of shares to be issued under sale agreement. | $ 50,000 | $ 50,000 | |||||||
Common Stock [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock shares issued | 4,941,317 | 5,205,430 | |||||||
Exercise of warrants | $ 2,100 | ||||||||
Exercise of warrants issued, shares for cash consideration | 154,311 | ||||||||
Aggregate exercise of warrants issued, shares | 442,126 | ||||||||
Issued warrants to purchase shares upon exercises | 813,400 | ||||||||
Shares issued to outside service provider, shares | 12,100 | ||||||||
Business acquisition, shares issued or issuable | 105,898 | ||||||||
Common Stock [Member] | Machine Box, Inc. [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of consideration payable for issuance of shares | 80.00% | ||||||||
Business acquisition, shares issued or issuable | 394,604 | 105,898 | 315,687 | ||||||
Business acquisition, shares issued or issuable, value | $ 2,389 | ||||||||
Common Stock [Member] | Machine Box, Inc. [Member] | Escrow Deposit | |||||||||
Class of Stock [Line Items] | |||||||||
Business acquisition, indemnification and other obligations, shares issued or issuable | 78,917 | ||||||||
Common Stock [Member] | Performance Bridge [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Percentage of consideration payable for issuance of shares | 80.00% | ||||||||
Business acquisition initial consideration, additional shares issued | 6,482 | ||||||||
Business acquisition, closing price of common stock | $ 34 | ||||||||
Business combination, common stock issued for contingent earn-out payments | $ 3,026 | ||||||||
Business combination, common stock shares issued for contingent earn-out payments | 574,231 | ||||||||
Common Stock [Member] | Wazee Digital Inc [Member] | Escrow Deposit | |||||||||
Class of Stock [Line Items] | |||||||||
Business acquisition, indemnification and other obligations, shares issued or issuable | 9,552 | ||||||||
Common Stock [Member] | General and Administrative Expenses [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Stock-based compensation expense | $ 95 | ||||||||
Common Stock [Member] | JMP Securities [Member] | |||||||||
Class of Stock [Line Items] | |||||||||
Common stock shares issued | 1,491,317 | 5,205,430 | |||||||
Stock issuance costs | $ 291 | $ 756 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrants Outstanding (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares of Common Stock | 779,440 | 1,297,151 | |
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 | |
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 | $ 11.73 | $ 11.73 |
Number of Shares of Common Stock | 20,000 | 20,000 | |
April 2020 Compensation Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2020 Compensation Warrant | ||
Life in Years | 1 year 8 months 12 days | ||
Exercise Price | $ 3.01 | ||
Number of Shares of Common Stock | 50,000 | ||
April 2020 Performance Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2020 Performance Warrant | ||
Life in Years | 3 years 8 months 12 days | ||
Exercise Price | $ 3.01 | ||
Number of Shares of Common Stock | 396,000 | ||
May 2017 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | May 2017 | ||
Life in Years | 5 years | ||
Exercise Price | $ 13.6088 | ||
Number of Shares of Common Stock | 809,400 | ||
Various Dates in 2016 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | Various dates in 2016 | ||
Life in Years | 4 years | ||
Exercise Price | $ 13.6088 | ||
Number of Shares of Common Stock | 154,311 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Aug. 31, 2020USD ($)Customer | Apr. 30, 2017shares | Mar. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Oct. 31, 2020shares | |
Performance-based Stock Options [Member] | ||||||
Class of Stock [Line Items] | ||||||
Cost of share-based compensation awards, recognition period | 1 year 7 months 6 days | |||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 7.36 | $ 2.55 | ||||
Total grant date fair value of stock options vested | $ | $ 0 | $ 0 | ||||
Unrecognized compensation expense related to stock options | $ | $ 16,268,000 | |||||
Performance-based Stock Options [Member] | Scenario Forecast [Member] | ||||||
Class of Stock [Line Items] | ||||||
Unrecognized compensation accelerated recognized as one-time expense | $ | $ 16,268,000 | |||||
Timebased Stock Option [Member] | ||||||
Class of Stock [Line Items] | ||||||
Vesting period | 4 years | |||||
Restricted Stock Units [Member] | ||||||
Class of Stock [Line Items] | ||||||
Restricted stock granted | 914,157 | |||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 10.94 | |||||
2018 Performance Base Stock Incentive Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of employees | Customer | 215 | |||||
Incremental compensation cost | $ | $ 3,011,000 | |||||
Restricted Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Restricted stock granted | 6,903 | |||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 4.47 | |||||
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 | 596,816 | ||||
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 Base 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 | |||||
2018 Performance Base 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 Base Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | Ryan Steelberg [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock granted | 1,357,425 | |||||
Inducement Grant Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock reserved for future issuance | 408,000 | 750,000 | ||||
Inducement Grant Plan [Member] | Performance-based Stock Options [Member] | ||||||
Class of Stock [Line Items] | ||||||
Vesting period | 30 days | |||||
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 | $ | $ 0 | |||||
Restricted stock granted | 6,903 | 0 | ||||
Fair value of restricted stock vested | $ | $ 238,000 | $ 299,000 | ||||
2014 Plan Stock Options/Stock Issuance Plan, 2017 Stock Incentive Plan and Inducement Grant Plan [Member] | Restricted Stock Units [Member] | ||||||
Class of Stock [Line Items] | ||||||
Unrecognized cost of share-based compensation awards | $ | 4,593,000 | |||||
Fair value of restricted stock vested | $ | $ 2,519,000 | $ 362,000 | ||||
Cost of share-based compensation awards, recognition period | 8 months 12 days | |||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 10.94 | $ 6.97 | ||||
2014 Plan Stock Options/Stock Issuance Plan, 2017 Stock Incentive Plan and Inducement Grant Plan [Member] | Stock Options [Member] | ||||||
Class of Stock [Line Items] | ||||||
Cost of share-based compensation awards, recognition period | 2 years 8 months 12 days | |||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 4.69 | $ 3.47 | ||||
Total grant date fair value of stock options vested | $ | $ 5,205,000 | $ 10,226,000 | ||||
Unrecognized compensation expense related to stock options | $ | 5,792,000 | |||||
Aggregate intrinsic value of the options exercised | $ | $ 2,238,000 | 189,000 | ||||
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 | $ | $ 135,000 | $ 196,000 | ||||
Common stock were purchased under ESPP | 126,550 | 129,514 | ||||
Weighted average purchase price | $ / shares | $ 1.90 | $ 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 of Performance Options (Detail) - 2018 Performance Base Stock Incentive Plan [Member] | 1 Months Ended |
Aug. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amendment date stock price | $ 8.83 |
Expected volatility | 80.00% |
Risk-free interest rate | 0.60% |
Cost of equity | 12.00% |
Stock Plans - Schedule of Fai_2
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Timebased Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 68.00% | 65.00% |
Expected volatility, maximum | 83.00% | 68.00% |
Risk-free interest rate, minimum | 0.40% | 1.50% |
Risk-free interest rate, maximum | 1.20% | 2.60% |
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, 2020 | Dec. 31, 2019 | |
Performance-based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant date stock price | $ 11.10 | |
Risk-free interest rate | 0.80% | 2.70% |
Expected volatility | 85.00% | 65.00% |
Minimum [Member] | Performance-based Stock Options [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] | ||
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 volatility, minimum | 65.00% | 62.00% |
Expected volatility, maximum | 130.00% | 71.00% |
Risk-free interest rate, minimum | 0.10% | 1.70% |
Risk-free interest rate, maximum | 1.50% | 2.50% |
Employee Stock Purchase Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 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 | 2 years |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 19,539 | $ 20,657 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 5,560 | 952 |
Restricted Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 181 | 350 |
Machine Box Contingent Common Stock Issuances [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | (37) | 1,255 |
Performance-based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 8,480 | 8,000 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 4,767 | 9,610 |
Common Stock Issued for Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 95 | |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 493 | 490 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 889 | 1,035 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 1,046 | 2,549 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 17,604 | $ 17,073 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Award Activity (Detail) - Restricted Stock Awards [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 22,813 |
Shares, Granted | shares | 6,903 |
Shares, Vested | shares | (29,716) |
Shares, Unvested, Ending Balance | shares | |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 7.50 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 4.47 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 6.80 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares |
Stock Plans - Schedule of Res_2
Stock Plans - Schedule of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 142,145 |
Shares, Granted | shares | 914,157 |
Shares, Forfeited | shares | (26,250) |
Shares, Vested | shares | (200,928) |
Shares, Unvested, Ending Balance | shares | 829,124 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 6.71 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 10.94 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 8.44 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 5.85 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 11.53 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance Options Activity (Detail) - Performance-based Stock Options [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 4,484,739 |
Options Granted | shares | 120,000 |
Options Forfeited | shares | (370,719) |
Options, Outstanding, Ending Balance | shares | 4,234,020 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 16.68 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 11.10 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 5.62 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 10.55 |
Weighted-Average Remaining Contractual Term, Outstanding | 7 years 6 months 18 days |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Option Activity (Detail) - Stock Options [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 5,196,778 |
Options Granted | shares | 768,000 |
Options Exercised | shares | (163,359) |
Options Forfeited | shares | (234,917) |
Options Expired | shares | (166,432) |
Options, Outstanding, Ending Balance | shares | 5,400,070 |
Options, Exercisable at December 31, 2020 | shares | 4,187,251 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 13.09 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 7.01 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 5.70 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 8.61 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 14.44 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 12.60 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 13.91 |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 10 months 17 days |
Weighted-Average Remaining Exercisable | 6 years 4 months 2 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 85,632 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 60,870 |
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, 2020 | Dec. 31, 2019 | |
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ (47,800) | $ (63,530) |
United States of America [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | (47,831) | (63,624) |
Foreign [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ 31 | $ 94 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current | ||
State | $ 70 | $ 19 |
Foreign | 6 | 18 |
Total Current Provision | 76 | 37 |
Deferred | ||
Federal | (11,573) | (14,188) |
State | (4,532) | (1,073) |
Change in valuation allowance | 16,105 | 13,772 |
Total deferred (benefit) provision | (1,489) | |
Total provision (benefit) | $ 76 | $ (1,452) |
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, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Tax, computed at the federal statutory rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 9.36% | 1.17% |
Meals, entertainment and other | 3.17% | (0.55%) |
Benefit from basis difference in acquired asset | 2.34% | |
Change in valuation allowance | (33.69%) | (21.68%) |
(Provision for) benefit from income taxes | (0.16%) | 2.28% |
Provision for Income Taxes - Co
Provision for Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | |||
Net operating losses | $ 44,711 | $ 38,674 | |
Stock-based compensation | 15,866 | 10,702 | |
Accrued expenses | 2,352 | 180 | |
Research credits | 3,193 | 710 | |
Other | 518 | 577 | |
Gross deferred tax assets | 66,640 | 50,843 | |
Less: valuation allowance | (65,110) | (49,005) | $ (35,233) |
Total deferred tax assets | 1,530 | 1,838 | |
Other - fixed assets and intangibles | (1,530) | (1,838) | |
Total deferred tax liabilities | (1,530) | (1,838) | |
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, 2020 | Dec. 31, 2019 | |
Valuation Allowance [Abstract] | ||
Valuation allowance, at beginning of year | $ 49,005 | $ 35,233 |
Increase in valuation allowance | 16,105 | 13,772 |
Valuation allowance, at end of year | $ 65,110 | $ 49,005 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
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 | $ 3,193 | $ 710 |
Open tax year | 2016 | |
Unrecognized tax benefits | $ 720 | $ 0 |
Unrecognized tax benefits if recognized | 655 | |
Federal [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Operating loss carry forward | $ 186,324 | |
Operating loss carry forwards expiration year | 2034 | |
Research and development credit carry forward | $ 2,421 | |
Research and development credit expiration year | 2036 | |
State [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Operating loss carry forward | $ 87,251 | |
Operating loss carry forwards expiration year | 2021 | |
Research and development credit carry forward | $ 1,807 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Related Party Transactions [Abstract] | ||
Due to related party transactions | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) $ in Thousands | Feb. 23, 2021USD ($)ft² | Mar. 31, 2021USD ($) |
Subsequent Event | Office Sublease [Member] | ||
Subsequent Event [Line Items] | ||
Area of Office Space Subleased | ft² | 37,875 | |
Lease Expiration Date | Dec. 31, 2024 | |
Scenario Forecast [Member] | Office Sublease [Member] | ||
Subsequent Event [Line Items] | ||
Sublease rental income | $ 95 | |
Sublease charges | $ 4,500 | |
Scenario Forecast [Member] | Performance-based Stock Options [Member] | ||
Subsequent Event [Line Items] | ||
Unrecognized compensation cost recognized | $ 16,268 |