Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 12, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VERI | |
Entity Registrant Name | Veritone, Inc. | |
Entity Central Index Key | 0001615165 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38093 | |
Entity Tax Identification Number | 47-1161641 | |
Entity Address, Address Line One | 2420 17th St. | |
Entity Address, Address Line Two | Office 3002 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 888 | |
Local Phone Number | 507-1737 | |
Entity Common Stock, Shares Outstanding | 34,876,616 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 72,645 | $ 114,817 |
Accounts receivable, net | 57,903 | 16,666 |
Expenditures billable to clients | 25,236 | 18,365 |
Prepaid expenses and other current assets | 10,683 | 6,719 |
Total current assets | 166,467 | 156,567 |
Property, equipment and improvements, net | 1,178 | 2,354 |
Intangible assets, net | 92,904 | 10,744 |
Goodwill | 27,999 | 6,904 |
Long-term restricted cash | 855 | 855 |
Other assets | 1,793 | 230 |
Total assets | 291,196 | 177,654 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 33,102 | 15,632 |
Accrued media payments | 75,171 | 55,874 |
Client advances | 8,402 | 6,496 |
Contingent consideration, current | 19,307 | |
Other accrued liabilities | 37,131 | 10,246 |
Total current liabilities | 173,113 | 88,248 |
Contingent consideration, non-current | 8,533 | |
Other non-current liabilities | 1,884 | 1,196 |
Total liabilities | 183,530 | 89,444 |
Commitments and contingencies (Note 8) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 34,857,163 and 31,799,354 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively | 35 | 32 |
Additional paid-in capital | 442,870 | 368,477 |
Accumulated deficit | (335,091) | (280,365) |
Accumulated other comprehensive (loss) income | (148) | 66 |
Total stockholders' equity | 107,666 | 88,210 |
Total liabilities and stockholders' equity | $ 291,196 | $ 177,654 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
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 | 34,857,163 | 31,799,354 |
Common stock, shares outstanding | 34,857,163 | 31,799,354 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue | $ 22,655 | $ 15,718 | $ 60,156 | $ 40,890 |
Operating expenses: | ||||
Cost of revenue | 5,808 | 4,553 | 15,862 | 11,566 |
Sales and marketing | 5,906 | 5,255 | 17,586 | 15,116 |
Research and development | 5,254 | 3,587 | 14,860 | 10,673 |
General and administrative | 15,037 | 11,950 | 62,225 | 34,836 |
Amortization | 1,683 | 1,346 | 3,840 | 4,040 |
Total operating expenses | 33,688 | 26,691 | 114,373 | 76,231 |
Loss from operations | (11,033) | (10,973) | (54,217) | (35,341) |
Other expense, net | (15) | (4) | (37) | (108) |
Loss before provision for income taxes | (11,048) | (10,977) | (54,254) | (35,449) |
Provision for income taxes | 396 | 36 | 472 | 41 |
Net loss | $ (11,444) | $ (11,013) | $ (54,726) | $ (35,490) |
Net loss per share: | ||||
Basic and diluted | $ (0.34) | $ (0.40) | $ (1.67) | $ (1.31) |
Weighted average shares outstanding: | ||||
Basic and diluted | 33,332,668 | 27,593,315 | 32,752,939 | 27,162,880 |
Comprehensive loss: | ||||
Net loss | $ (11,444) | $ (11,013) | $ (54,726) | $ (35,490) |
Foreign currency translation gain, net of income taxes | 6 | 7 | 11 | |
Total comprehensive loss | $ (11,444) | $ (11,007) | $ (54,719) | $ (35,479) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] |
Beginning balance at Dec. 31, 2019 | $ 47,411 | $ 26 | $ 279,828 | $ (232,489) | $ 46 |
Beginning balance, shares at Dec. 31, 2019 | 25,670,737 | ||||
Common stock offerings, net | 5,996 | $ 2 | 5,994 | ||
Common stock offerings, net, shares | 1,491,317 | ||||
Common stock issued under employee stock plans, net | 356 | 356 | |||
Common stock issued under employee stock plans, net, shares | 297,490 | ||||
Release of Machine Box holdback consideration, shares | 105,898 | ||||
Stock-based compensation expense | 13,735 | 13,735 | |||
Exercise of warrants | 2,100 | $ 2,100 | 2,100 | ||
Exercise of warrants, shares | 154,311 | ||||
Issuance of warrants | 308 | 308 | |||
Net loss | (35,490) | (35,490) | |||
Other comprehensive gain (loss) | 11 | 11 | |||
Ending balance at Sep. 30, 2020 | 34,427 | $ 28 | 302,321 | (267,979) | 57 |
Ending balance, shares at Sep. 30, 2020 | 27,719,753 | ||||
Beginning balance at Dec. 31, 2019 | 47,411 | $ 26 | 279,828 | (232,489) | 46 |
Beginning balance, shares at Dec. 31, 2019 | 25,670,737 | ||||
Net loss | (47,876) | ||||
Ending balance at Dec. 31, 2020 | 88,210 | $ 32 | 368,477 | (280,365) | 66 |
Ending balance, shares at Dec. 31, 2020 | 31,799,354 | ||||
Beginning balance at Jun. 30, 2020 | 40,080 | $ 28 | 296,967 | (256,966) | 51 |
Beginning balance, shares at Jun. 30, 2020 | 27,516,307 | ||||
Common stock offerings, net | (10) | (10) | |||
Common stock issued under employee stock plans, net | 216 | 216 | |||
Common stock issued under employee stock plans, net, shares | 97,548 | ||||
Release of Machine Box holdback consideration, shares | 105,898 | ||||
Stock-based compensation expense | 5,148 | 5,148 | |||
Net loss | (11,013) | (11,013) | |||
Other comprehensive gain (loss) | 6 | 6 | |||
Ending balance at Sep. 30, 2020 | 34,427 | $ 28 | 302,321 | (267,979) | 57 |
Ending balance, shares at Sep. 30, 2020 | 27,719,753 | ||||
Beginning balance at Dec. 31, 2020 | 88,210 | $ 32 | 368,477 | (280,365) | 66 |
Beginning balance, shares at Dec. 31, 2020 | 31,799,354 | ||||
Common stock issued under employee stock plans, net | 7,126 | $ 1 | 7,125 | ||
Common stock issued under employee stock plans, net, shares | 1,084,941 | ||||
Common stock issued for acquisition | 31,500 | $ 2 | 31,498 | ||
Common stock issued for acquisitions, shares | 1,704,822 | ||||
Stock-based compensation expense | 33,241 | 33,241 | |||
Exercise of warrants | 2,279 | $ 2,279 | 2,279 | ||
Exercise of warrants, shares | 252,218 | ||||
Net loss | (54,726) | (54,726) | |||
Other comprehensive gain (loss) | (214) | (214) | |||
Ending balance at Sep. 30, 2021 | 107,666 | $ 35 | 442,870 | (335,091) | (148) |
Ending balance, shares at Sep. 30, 2021 | 34,857,163 | ||||
Common stock issued for services | 250 | 250 | |||
Common stock issued for services, shares | 15,828 | ||||
Beginning balance at Jun. 30, 2021 | 80,227 | $ 33 | 403,768 | (323,647) | 73 |
Beginning balance, shares at Jun. 30, 2021 | 32,870,767 | ||||
Common stock issued under employee stock plans, net | 2,332 | 2,332 | |||
Common stock issued under employee stock plans, net, shares | 281,574 | ||||
Common stock issued for acquisition | 31,500 | $ 2 | 31,498 | ||
Common stock issued for acquisitions, shares | 1,704,822 | ||||
Stock-based compensation expense | 5,272 | 5,272 | |||
Net loss | (11,444) | (11,444) | |||
Other comprehensive gain (loss) | (221) | (221) | |||
Ending balance at Sep. 30, 2021 | $ 107,666 | $ 35 | $ 442,870 | $ (335,091) | $ (148) |
Ending balance, shares at Sep. 30, 2021 | 34,857,163 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash flows from operating activities: | |||||
Net loss | $ (54,726) | $ (35,490) | |||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||
Depreciation and amortization | 4,189 | 4,816 | |||
Loss on disposal of fixed assets | 1,894 | 102 | |||
Provision for doubtful accounts | 14 | 291 | |||
Loss on sublease | 1,211 | ||||
Change in fair value of warrant liability | 200 | ||||
Change in fair value of contingent consideration | 256 | ||||
Stock-based compensation expense | $ 5,272 | $ 5,111 | 33,491 | 13,698 | |
Changes in assets and liabilities: | |||||
Accounts receivable | (19,907) | 3,535 | |||
Expenditures billable to clients | (6,871) | (9,822) | |||
Prepaid expenses and other assets | 5,014 | (131) | |||
Accounts payable | 4,288 | 4,254 | |||
Accrued media payments | 19,297 | 14,562 | |||
Client advances | 1,906 | 4,687 | |||
Other accrued liabilities | 7,016 | 708 | |||
Other liabilities | (600) | (128) | |||
Net cash (used in) provided by operating activities | (3,528) | 1,282 | |||
Cash flows from investing activities: | |||||
Proceeds from the sale of equipment | 56 | ||||
Capital expenditures | (448) | (61) | |||
Acquisitions, net of cash acquired | (47,602) | ||||
Net cash used in investing activities | (48,050) | (5) | |||
Cash flows from financing activities: | |||||
Proceeds from issuances of stock under employee stock plans, net | 7,127 | 356 | |||
Proceeds from the exercise of warrants | 2,279 | 2,100 | |||
Proceeds from common stock offerings, net | 6,517 | ||||
Proceeds from loan | 6,491 | ||||
Repayment of loan | (6,491) | ||||
Net cash provided by financing activities | 9,406 | 8,973 | |||
Net (decrease) increase in cash and cash equivalents and restricted cash | (42,172) | 10,250 | |||
Cash and cash equivalents and restricted cash, beginning of period | 115,672 | 44,920 | $ 44,920 | ||
Cash and cash equivalents and restricted cash, end of period | $ 73,500 | $ 55,170 | $ 73,500 | $ 55,170 | $ 115,672 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS Description of Business Veritone, Inc., a Delaware corporation (“Veritone”) (together with its wholly owned subsidiaries, collectively, the “Company”), is a provider of artificial intelligence (“AI”) computing solutions. The Company’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 Managed Services to its clients. The Company’s advertising services include media planning and strategy, advertisement buying and placement, campaign messaging, clearance verification and attribution, and custom analytics, specializing in host-endorsed and influencer advertising across primarily radio, podcasting, streaming audio, social media and other digital media channels. The Company’s advertising services also include its VeriAds TM On September 14, 2021, the Company acquired PandoLogic Ltd., a leading provider of intelligent hiring solutions (“PandoLogic”), a company incorporated under the laws of the state of Israel (“PandoLogic”), as discussed in more detail in Note 3. PandoLogic’s platform, pandoIQ, is an AI-enabled recruitment platform. |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Presentation and Summary of Significant Accounting Policies | NOTE 2. PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are based on the representations of the Company’s management, who is responsible for their integrity and objectivity. The information included in this Form 10-Q should be read in conjunction with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 5, 2021. Interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2021. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal, recurring and necessary to fairly state the Company’s financial position, results of operations and cash flows. All significant intercompany transactions have been eliminated in consolidation. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements reflected in the three and nine month periods presented are unaudited. The December 31, 2020 balance sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. Reclassifications Gross profit, which was previously reflected in the statement of operations and comprehensive loss, is no longer presented. 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 the year ended December 31, 2020, the Company generated cash flows from operations of $1,433 Beginning in the fourth quarter of 2021 and including the acquisition of PandoLogic in September 2021, the Company expects to generate positive consolidated cash flows from its operations. As a result, management believes that the Company’s existing balances of cash and cash equivalents, which totaled $72,645 as of September 30, 2021, will be sufficient to meet its anticipated cash requirements for the foreseeable future. Use of Accounting Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for doubtful accounts, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, 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 Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. Significant Customers Two individual customers accounted for 27% of the Company’s net revenues for the three months ended September 30, 2021 and no individual customer accounted for 10% of the Company’s net revenues for the nine months ended September 30, 2021. No Remaining Performance Obligations As of September 30, 2021, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $8,346 approximately 52% This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations . Excluded based on this policy are balances related to PandoLogic representing gross purchase orders to be satisfied in less than one year. Revenues will be recognized net of costs to fulfill these orders. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments under this pronouncement will change the way all leases with duration of one year or more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, those that contain provisions similar to capitalized leases, are amortized in the same manner as capital leases are amortized under current accounting rules, as amortization expense and interest expense in the statement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement of operations. This standard will be effective for the Company beginning with the first quarter of fiscal year 2022. The Company is currently evaluating the expected impact this standard will have on its policies and procedures pertaining to its existing and future lease arrangements, its disclosure requirements and its consolidated financial statement s, but anticipates that the required recognition of a lease liability and related right-of-use asset may significantly increase both assets and liabilities recognized and reported on its balance sheet. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires measurement and recognition of expected credit losses for financial assets held. This standard 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 No. 2019-12 to simplify the accounting in ASC 740, Income Taxes and early adoption is permitted |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3. BUSINESS COMBINATIONS On September 14, 2021, the Company acquired 100% of PandoLogic., a company incorporated under the laws of the state of Israel, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 21, 2021. PandoLogic is a leading provider of intelligent hiring solutions and utilizes its proprietary platform to accelerate the time and improve the efficiency in the process for employers hiring at scale for both mass market and difficult-to-source candidates. PandoLogic’s fully autonomous recruiting platform helps employers source talent faster and more efficiently with predictive algorithms, machine learning and AI. The total purchase consideration for PandoLogic was $116,633 (the “Merger Consideration”), which consisted of upfront consideration of $58,733 in cash and $31,500 for the fair value of the Company’s 1,704,822 shares of common stock, and up to $65,000 in contingent consideration based on achieving certain earnouts tied to financial performance of PandoLogic in fiscal 2021 and 2022, which amount will be paid in a combination of cash and common stock (the “Earnout”). The total purchase consideration is preliminary and subject to net working capital adjustments that the Company expects to finalize and settle in the measurement period. The final settlement amount may vary materially as amounts are finalized and ultimately agreed to by the parties. The Company utilized a Monte Carlo simulation model to estimate the fair value of the Earnout. The fair value of the Earnout was estimated to be $30,000 as of September 14, 2021, $26,400 of which was deemed to be purchase consideration and recorded within contingent consideration current and contingent consideration non-current on the condensed consolidated balance sheet. The remaining $3,600 will be recognized as compensation expense over the earnout period in the general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. Subsequent to the acquisition date, the Company is required to reassess its estimate of the fair value of the Earnout, including certain future Earnout obligations triggered on employment status of certain PandoLogic management, and record any changes in earnings when the estimate is based on information not known as of the acquisition date (See Note 5). The Company incurred $2,161 in acquisition related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss The following Acquisition consideration Amount Cash consideration at closing $ 58,733 Equity consideration at closing 31,500 Contingent earnout 26,400 Total $ 116,633 The preliminary allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Purchase price allocation** Amount Cash $ 11,131 Accounts receivable 21,344 Prepaid and other current assets 8,986 Property and equipment 618 Intangible assets 86,000 Other assets 1,543 Total assets acquired 129,622 Accounts payable 13,183 Accrued expenses and other current liabilities 8,828 Deferred tax liability 12,073 Total liabilities assumed 34,084 Identifiable net assets acquired $ 95,538 Goodwill 21,095 Total preliminary purchase consideration $ 116,633 **The purchase price allocation has been prepared on a preliminary basis and changes to the preliminary purchase price allocation may occur as additional information concerning asset and liability valuations is finalized. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations, and those estimates and assumptions regarding certain tangible assets acquired and liabilities assumed, the valuation of intangible assets acquired, income taxes, and goodwill are subject to change as the Company obtains additional information during the measurement period (up to one year from the acquisition date). The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to operational efficiencies from operating PandoLogic products on aiWARE as well as opportunities to cross-sell into our commercial enterprise customer base. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of developed technology, customer relationships and tradename with estimated useful lives of 4 The fair value of the intangible assets has been estimated using a combination of the income and cost approaches. Under the income approach, the after-tax cash flows associated with the asset are discounted to present value. The key assumptions include the Company's estimates of the projected cash flows and discount rates. Under the cost approach, the replacement cost is used to estimate the value of the asset. The key assumptions include the Company's estimates of the direct and indirect costs required to replace the asset. The valuation of the intangible assets acquired from PandoLogic along with their estimated useful lives, is as follows (in thousands): Estimated Fair Value Estimated Useful Lives (in years) Customer relationships 68,000 7 Developed technology 16,000 4 Trade name 2,000 5 Total intangible assets $ 86,000 Taxes In connection with the acquisition, a deferred tax liability is established for the future consequences attributable to differences between the financial statement carrying amounts of the acquired non-goodwill intangible assets and their respective tax basis. No deferred tax asset or liability is recorded on PandoLogic goodwill, most of which is not deductible for tax purposes. No valuation allowance is recorded on the acquired PandoLogic deferred tax assets that are presented net of deferred tax liability in the preliminary purchase price allocation. The Company’s tax expense for the three and nine-month periods ended September 30, 2021 is primarily attributable to PandoLogic. Unaudited Pro Forma Results The unaudited pro forma financial information in the table below summarizes the combined results of operations for Veritone and PandoLogic, as if the companies were combined for the nine-month period ended September 30, 2021. The unaudited pro forma financial information for all periods presented included the business combination accounting effects resulting from this acquisition, including adjustments to reflect recognition of intangible asset amortization and accretion of contingent consideration. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of January 1, 2020. The unaudited pro forma financial information was as follows (in thousands): The Company recognized $4,311 in revenue and $1,889 of net income related to PandoLogic since the acquisition date of September 14 through September 30, 2021 in the condensed consolidated statement of operations and comprehensive loss. Three Months Ended Nine Months ended September 30, September 30, 2021 2021 Net revenue $ 35,488 $ 92,980 Loss before provision for income taxes $ (8,910 ) $ (52,199 ) Net loss $ (9,237 ) $ (53,445 ) Three Months Ended Nine Months ended September 30, September 30, 2020 2020 Net revenue $ 26,521 $ 61,809 Loss before provision for income taxes $ (8,311 ) $ (36,880 ) Net loss $ (7,974 ) $ (35,273 ) |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 4. NET LOSS PER SHARE The following table presents the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator Net loss $ (11,444 ) $ (11,013 ) $ (54,726 ) $ (35,490 ) Denominator Weighted-average common shares outstanding 33,342,828 27,606,061 32,767,752 27,180,059 Less: Weighted-average shares subject to repurchase (10,160 ) (12,746 ) (14,813 ) (17,179 ) Denominator for basic and diluted net loss per share attributable to common stockholders 33,332,668 27,593,315 32,752,939 27,162,880 Basic and diluted net loss per share $ (0.34 ) $ (0.40 ) $ (1.67 ) $ (1.31 ) The Company reported net losses for all periods presented and, as such, all potentially dilutive shares of common stock would have been antidilutive for such periods. The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Common stock options and restricted stock units 9,533,421 10,022,826 9,917,997 9,954,904 Warrants to purchase common stock 520,112 1,592,840 559,361 1,521,720 Total 10,053,533 11,615,666 10,477,358 11,476,624 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2021 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | NOTE 5. FINANCIAL INSTRUMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value. Level 1 and Level 2 are considered observable and Level 3 is considered unobservable, as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2—inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3—unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash and Cash Equivalents The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of September 30, 2021, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 71,616 $ — $ 71,616 $ 71,616 Level 1: Money market funds 1,029 — 1,029 1,029 Total $ 72,645 $ — $ 72,645 $ 72,645 As of December 31, 2020, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents 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 Contingent Consideration All of the Company’s contingent consideration liabilities are categorized as Level 3 within the fair value hierarchy. Contingent consideration was valued at the time of acquisition using the Monte Carlo simulation model. This model incorporates revenue volatility, internal rate of return, and risk free rate. 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. As of September 30, 2021, the Company’s contingent consideration liabilities current and non-current balances were as follows: Changes in Indemnified Fair Contingent Cost Fair Value Accretion Value Consideration Level 3: Contingent consideration, current $ 19,199 $ 106 $ 2 $ 19,307 $ 19,307 Contingent consideration, non-current 8,383 150 — 8,533 8,533 Total $ 27,582 $ 256 $ 2 $ 27,840 $ 27,840 Included in the contingent consideration liabilities as of September 30, 2021 is $1,261 which relates to contingent consideration resulting from an acquisition made by Pandologic prior to execution of the Merger Agreement. As discussed in Note 8, the Company is indemnified against this contingent consideration and related accretion. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 6. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill was $27,999 as of September 30, 2021 and $6,904 December 31, 2020. Goodwill Balance at December 31, 2020 $ 6,904 Acquisition of PandoLogic 21,095 Balance at September 30, 2021 $ 27,999 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: September 30, 2021 December 31, 2020 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 0.7 $ 3,582 $ (3,477 ) $ 105 $ 3,582 $ (3,357 ) $ 225 Licensed technology 0.0 500 (500 ) - 500 (375 ) 125 Developed technology 3.6 25,600 (6,087 ) 19,513 9,600 (4,480 ) 5,120 Customer relationships 6.5 77,300 (6,157 ) 71,143 9,300 (4,340 ) 4,960 Noncompete agreements 0.9 800 (640 ) 160 800 (486 ) 314 Trade names 5.0 2,000 (17 ) 1,983 - - - Total 5.8 $ 109,782 $ (16,878 ) $ 92,904 $ 23,782 $ (13,038 ) $ 10,744 The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2021: 2021 (3 months) $ 4,671 2022 18,534 2023 17,091 2024 14,571 2025 13,409 Thereafter 24,628 Total $ 92,904 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Financial Statements Details | NOTE 7. CONSOLIDATED FINANCIAL STATEMENTS DETAILS Consolidated Balance Sheets Details Cash and cash equivalents As of September 30, 2021 and December 31, 2020, the Company had cash and cash equivalents of $72,645 and $114,817, respectively, including $56,996 and $40,052, respectively, of cash received from Commercial Managed Services clients for future payments to vendors. Accounts Receivable, Net Accounts receivable consisted of the following: As of September 30, December 31, 2021 2020 Accounts receivable — $ 18,001 $ 14,916 Accounts receivable — 40,762 1,868 58,763 16,784 Less: allowance for doubtful accounts (860 ) (118 ) Accounts receivable, net $ 57,903 $ 16,666 Property, Equipment and Improvements, Net Property, equipment and improvements, net consisted of the following: As of September 30, December 31, 2021 2020 Property and equipment $ 3,730 $ 2,365 Leasehold improvements 199 2,899 3,929 5,264 Less: accumulated depreciation (2,751 ) (2,910 ) Property, equipment and improvements, net $ 1,178 $ 2,354 During the nine months ended September 30, 2021, in connection with the sublease of its former corporate office space located in Costa Mesa, California, the Company wrote-off approximately $3,559 in property and equipment and leasehold improvements and recorded a net loss on disposal of $1,894. Depreciation expense was $95 and $349 for the three and nine months ended September 30, 2021, respectively. Depreciation expense was $264 and $776 for the three and nine months ended September 30, 2020, respectively. Accounts Payable Accounts payable consisted of the following: As of September 30, December 31, 2021 2020 Accounts payable — $ 22,738 $ 14,688 Accounts payable — 10,364 944 Total $ 33,102 $ 15,632 Consolidated Statement of Operations and Comprehensive Loss Details Revenue Revenue for the periods presented were comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Commercial Enterprise $ 21,697 $ 14,829 $ 57,460 $ 39,115 Government & Regulated Industries 958 889 2,696 1,775 Total revenue $ 22,655 $ 15,718 $ 60,156 $ 40,890 In Q3 2021, we realigned our organization to improve focus and growth into two customer groups: (1) Commercial Enterprise, which today consists of customers in the commercial sector, including our media and entertainment customers, advertising customers, content licensing customers and customers through PandoLogic that are not from government or regulated industries, and (2) Government & Regulated Industries (GRI), which today consists of customers in the government and regulated industries sectors, including our state, local and federal government, legal, compliance and energy customers. Software Products & Services consists of revenue generated from our aiWARE platform and through Pandologic’s software product solutions, any related support and maintenance services, and any related professional services associated with the deployment and or implementation of such solutions. Managed Services consists of revenues generated from our advertising agency and related services and content licensing. The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Government & Government & Commercial Regulated Commercial Regulated Revenue Presentation Enterprises Industries Total Enterprises Industries Total Software Products & Services $ 8,069 $ 958 $ 9,027 $ 16,596 $ 2,696 $ 19,292 Managed Services Advertising 9,648 - 9,648 29,943 - 29,943 Licensing 3,980 - 3,980 10,921 - 10,921 Total Managed Services 13,628 - 13,628 40,864 - 40,864 Total Revenue $ 21,697 $ 958 $ 22,655 $ 57,460 $ 2,696 $ 60,156 (1) Software Products & Services consists of aiWARE SaaS Solutions of $4,716 and $19,292 for the three and nine months ended September 30, 2021 respectively as well PandoLogic of $4,311 for the three months September 30 Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Government & Government & Commercial Regulated Commercial Regulated Revenue Presentation Enterprises Industries Total Enterprises Industries Total Software Products & Services $ 2,462 $ 889 $ 3,351 $ 7,686 $ 1,775 $ 9,461 Managed Services Advertising 8,764 - 8,764 21,803 - 21,803 Licensing 3,603 - 3,603 9,626 - 9,626 Total Managed Services 12,367 - 12,367 31,429 - 31,429 Total Revenue $ 14,829 $ 889 $ 15,718 $ 39,115 $ 1,775 $ 40,890 PandoLogic Revenue Recognition The Company generates revenue primarily from platform services where it provides access to digital job advertising done programmatically. Revenue is derived from AI-enabled programmatic advertising, which uses software and algorithms to match buyers and sellers of digital job advertising in a technology-driven marketplace. The Company provides the use of its solution to clients to execute digital job advertising campaigns. Campaigns are typically ordered through monthly purchase orders. The Company charges clients a fee based on the number of job searches by potential applicants through its solution during each campaign. Revenue is recognized as platform advertising services are provided during each campaign. The Company determined that it is not the principal in the purchase and sale of jobs placements Other Expense, Net Other expense, net for the periods presented was comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest (expense) income, net $ (3 ) $ 2 $ 4 $ 84 Change in fair value of warrant liability — — — (200 ) Other (12 ) (6 ) (41 ) 8 Other expense, net $ (15 ) $ (4 ) $ (37 ) $ (108 ) |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8. COMMITMENTS AND CONTINGENCIES Leases The Company leases facilities under operating lease arrangements expiring on various dates through fiscal year 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. In February 2021, the Company entered into an office sublease (the “Sublease”) with a third party (the “Subtenant”), pursuant to which the Company has subleased its former office space located in Costa Mesa, California, consisting of approximately 37,875 square feet, which the Company leases pursuant to an existing lease agreement expiring in 2024 (the “Lease”). The term of the Sublease commenced 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 monthly base rent, 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. The Company recognized contract termination costs as a liability when it ceased using the rights conveyed under the Lease. During the nine months ended September 30, 2021, the Company recorded approximately $3,367 in charges resulting from the Sublease, consisting of $1,894 loss on disposal of property and equipment and leasehold improvements, As of September 30, 2021, future minimum lease payments were as follows: 2021 (three months) $ 589 2022 2,223 2023 1,768 2024 1,730 Total minimum payments $ 6,310 As of September 30, 2021, minimum sublease rental income to be received in the future under noncancelable subleases was approximately $3,686. The total rent expense for all operating leases, excluding the charges related to the Sublease discussed above, was $428 and $4,672 for the three and nine months ended September 30, 2021, and $748 and $2,265 for the three and nine months ended September 30, 2020, 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 three and nine months ended September 30, 2021, the Company recorded a liability net of payments remitted to states of $ and $306, respectively, 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. In conjunction with our acquisition of PandoLogic as outlined in Note 3, there are certain contingencies outlined in the Merger Agreement for which the Company is indemnified including, but not limited to, contingent consideration arising from a previous acquisition, and international as well as state and local tax matters. An indemnification asset has been recognized related to fair value of the contingent consideration acquired in the opening balance sheet of $1,259. As of September 30, 2021, the Company was investigating potential sales tax exposure for PandoLogic, of which potential maximum exposure is estimated to be covered and reserved for under escrow with the sellers of PandoLogic. As a result, the Company has not accrued any contingency estimates for sales tax exposure for PandoLogic as of September 30, 2021. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 9. STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock Issuances During the nine months ended September 30, 2021 and 2020, the Company issued an aggregate of 1,084,941 and 297,490 shares of its common stock, respectively the exercise of stock options, issuance of stock awards and vesting of restricted stock units under its stock incentive plans and purchases under its Employee Stock Purchase Plan (the “ESPP”). During the nine months ended September 30, 2021, the Company issued a total of 1,704,822 shares of its common stock in connection with the acquisition of PandoLogic. During the nine months ended September 30, 2021, the Company issued a total of 252,218 shares of its common stock upon the exercise of warrants for an aggregate exercise price of $2,279 and issued an aggregate of 84,723 shares of its common stock upon exercises of warrants to purchase an aggregate of 91,833 shares of its common stock, which were effected on a net exercise basis without cash payment of the exercise price. During the nine months ended September 30, 2020, the Company issued a total of 154,311 shares of its common stock upon the exercise of warrants for an aggregate exercise price of $2,100. During the nine months ended September 30, 2021, the Company issued an aggregate of 15,828 shares of its common stock for services provided to the Company. During the nine months ended September 30, 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. During the nine months ended September 30, 2020, the Company issued and sold an aggregate of 1,491,317 shares of its common stock pursuant to the Equity Distribution Agreement with JMP Securities (as sales agent) and received net proceeds from such sales of $5,996 after deducting expenses of $281. The Company voluntarily terminated the Equity Distribution Agreement in January 2021. |
Stock Plans
Stock Plans | 9 Months Ended |
Sep. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | NOTE 10. STOCK PLANS Stock-Based Compensation During the nine months ended September 30, 2021, the Company granted options to purchase an aggregate of 298,455 shares of its common stock that are subject to time-based vesting conditions. The Company valued these stock options using the Black-Scholes Merton option pricing model. The following assumptions were used to compute the grant date fair values of the stock options granted during the nine months ended September 30, 2021: Expected term (in years) 5.5 - 6.1 Expected volatility 80% - 83% Risk-free interest rate 0.6% - 1.0% Expected dividend yield — The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the nine months ended September 30, 2021 are set forth in the table below: Expected term (in years) 0.5 - 2.0 Expected volatility 67% - 119% Risk-free interest rate 0.1 % Expected dividend yield — The Company’s stock-based compensation expense by type of award and by operating expense grouping are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Stock-based compensation expense by type of award: Restricted stock units $ 4,264 $ 2,308 $ 14,014 $ 3,203 Stock awards — 43 19 152 Machine Box contingent common stock issuances — (37 ) — (37 ) Performance-based stock options — 1,996 16,314 5,917 Stock options 791 644 2,426 4,099 Employee stock purchase plan 86 157 337 364 Common stock issued for services 131 — 381 - Total $ 5,272 $ 5,111 $ 33,491 $ 13,698 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 226 $ 278 $ 1,358 $ 654 Research and development 431 172 2,016 593 General and administrative 4,615 4,661 30,117 12,451 $ 5,272 $ 5,111 $ 33,491 $ 13,698 Equity Award Activity Under Stock Plans Stock Awards The Company’s stock award activity for the nine months ended September 30, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 - $ - Granted 581 $ 32.33 Forfeited - - Vested (581 ) $ 32.33 Unvested at September 30, 2021 - - All stock awards granted during the nine months ended September 30, 2021 were fully vested upon grant. As of September 30, 2021, there was no unrecognized compensation cost related to stock awards granted under the Company’s stock plans. Restricted Stock Units The Company’s restricted stock unit activity for the nine months ended September 30, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 829,124 $ 11.53 Granted 448,020 $ 41.31 Forfeited (24,439 ) $ 42.92 Vested (749,374 ) $ 10.77 Unvested at September 30, 2021 503,331 $ 37.64 As of September 30, 2021, total unrecognized compensation cost related to restricted stock units was $8,033, which is expected to be recognized over a weighted average period of 1.0 year. Performance-Based Stock Options The activity during the nine months ended September 30, 2021 related to stock options that are subject to performance-based vesting conditions tied to the achievement of stock price goals by the Company was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2020 4,234,020 $ 10.55 — — Exercised (346,137 ) $ 5.78 — — Forfeited (12,552 ) $ 5.92 — — Expired (8,787 ) $ 5.28 — — Outstanding at September 30, 2021 3,866,544 $ 11.01 6.76 years $ 49,819 Exercisable at September 30, 2021 3,886,544 $ 11.01 6.76 years $ 49,819 During the first nine months of 2021, the Company achieved all of the stock price milestones applicable to substantially all of the performance-based stock options and, as a result, such performance-based stock options vested and all associated unrecognized compensation was accelerated and recognized in full as a one-time expense of $16,268 during the nine months ended September 30, 2021. The aggregate intrinsic value of the options exercised during the nine months ended September 30, 2021 was $7,665. No performance-based stock options were granted during the nine months ended September 30, 2021 and 2020, and no performance-based stock options vested during the nine months ended September 30, 2020. Stock Options The activity during the nine months ended September 30, 2021 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2020 5,400,070 $ 12.60 — — Granted 298,455 $ 28.69 — — Exercised (488,636 ) $ 9.69 — — Forfeited (169,965 ) $ 15.86 — — Expired (3,579 ) $ 6.45 — — Outstanding at September 30, 2021 5,036,345 $ 13.73 6.33 years $ 52,783 Exercisable at September 30, 2021 4,114,851 $ 13.74 5.82 years $ 41,747 The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2021 and 2020 was $19.95 and $2.46 per share, respectively. The aggregate intrinsic value of the stock options exercised during the nine months ended September 30, 2021 and 2020 was $9,521 and $484 The aggregate intrinsic values in the tables above represent the difference between the fair market value of the Company’s common stock and the average option exercise price of in-the-money options, multiplied by the number of such stock options. Employee Stock Purchase Plan During the nine months ended September 30, 2021, a total of 67,068 shares of common stock were purchased under the Company’s ESPP. As of September 30, 2021, accrued employee contributions for future purchases under the ESPP totaled $157. |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | Basis of Presentation and Preparation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are based on the representations of the Company’s management, who is responsible for their integrity and objectivity. The information included in this Form 10-Q should be read in conjunction with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 5, 2021. Interim results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2021. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal, recurring and necessary to fairly state the Company’s financial position, results of operations and cash flows. All significant intercompany transactions have been eliminated in consolidation. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements reflected in the three and nine month periods presented are unaudited. The December 31, 2020 balance sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. |
Reclassifications | Reclassifications Gross profit, which was previously reflected in the statement of operations and comprehensive loss, is no longer presented. 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 the year ended December 31, 2020, the Company generated cash flows from operations of $1,433 Beginning in the fourth quarter of 2021 and including the acquisition of PandoLogic in September 2021, the Company expects to generate positive consolidated cash flows from its operations. As a result, management believes that the Company’s existing balances of cash and cash equivalents, which totaled $72,645 as of September 30, 2021, will be sufficient to meet its anticipated cash requirements for the foreseeable future. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for doubtful accounts, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, 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 Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
Significant Customers | Significant Customers Two individual customers accounted for 27% of the Company’s net revenues for the three months ended September 30, 2021 and no individual customer accounted for 10% of the Company’s net revenues for the nine months ended September 30, 2021. No |
Remaining Performance Obligations | Remaining Performance Obligations As of September 30, 2021, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $8,346 approximately 52% This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations . Excluded based on this policy are balances related to PandoLogic representing gross purchase orders to be satisfied in less than one year. Revenues will be recognized net of costs to fulfill these orders. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2020. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments under this pronouncement will change the way all leases with duration of one year or more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, those that contain provisions similar to capitalized leases, are amortized in the same manner as capital leases are amortized under current accounting rules, as amortization expense and interest expense in the statement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement of operations. This standard will be effective for the Company beginning with the first quarter of fiscal year 2022. The Company is currently evaluating the expected impact this standard will have on its policies and procedures pertaining to its existing and future lease arrangements, its disclosure requirements and its consolidated financial statement s, but anticipates that the required recognition of a lease liability and related right-of-use asset may significantly increase both assets and liabilities recognized and reported on its balance sheet. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires measurement and recognition of expected credit losses for financial assets held. This standard 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 No. 2019-12 to simplify the accounting in ASC 740, Income Taxes and early adoption is permitted |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Unaudited Proforma Information | The unaudited pro forma financial information was as follows (in thousands): The Company recognized $4,311 in revenue and $1,889 of net income related to PandoLogic since the acquisition date of September 14 through September 30, 2021 in the condensed consolidated statement of operations and comprehensive loss. Three Months Ended Nine Months ended September 30, September 30, 2021 2021 Net revenue $ 35,488 $ 92,980 Loss before provision for income taxes $ (8,910 ) $ (52,199 ) Net loss $ (9,237 ) $ (53,445 ) Three Months Ended Nine Months ended September 30, September 30, 2020 2020 Net revenue $ 26,521 $ 61,809 Loss before provision for income taxes $ (8,311 ) $ (36,880 ) Net loss $ (7,974 ) $ (35,273 ) |
Pandologic Ltd [Member] | |
Summary of Preliminary Allocation of Purchase Consideration | The following Acquisition consideration Amount Cash consideration at closing $ 58,733 Equity consideration at closing 31,500 Contingent earnout 26,400 Total $ 116,633 The preliminary allocation of the purchase consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Purchase price allocation** Amount Cash $ 11,131 Accounts receivable 21,344 Prepaid and other current assets 8,986 Property and equipment 618 Intangible assets 86,000 Other assets 1,543 Total assets acquired 129,622 Accounts payable 13,183 Accrued expenses and other current liabilities 8,828 Deferred tax liability 12,073 Total liabilities assumed 34,084 Identifiable net assets acquired $ 95,538 Goodwill 21,095 Total preliminary purchase consideration $ 116,633 |
Summary of Valuation of Intangible Assets | The valuation of the intangible assets acquired from PandoLogic along with their estimated useful lives, is as follows (in thousands): Estimated Fair Value Estimated Useful Lives (in years) Customer relationships 68,000 7 Developed technology 16,000 4 Trade name 2,000 5 Total intangible assets $ 86,000 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Common Share | The following table presents the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Numerator Net loss $ (11,444 ) $ (11,013 ) $ (54,726 ) $ (35,490 ) Denominator Weighted-average common shares outstanding 33,342,828 27,606,061 32,767,752 27,180,059 Less: Weighted-average shares subject to repurchase (10,160 ) (12,746 ) (14,813 ) (17,179 ) Denominator for basic and diluted net loss per share attributable to common stockholders 33,332,668 27,593,315 32,752,939 27,162,880 Basic and diluted net loss per share $ (0.34 ) $ (0.40 ) $ (1.67 ) $ (1.31 ) |
Effect of Anti-dilutive Securities | The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Common stock options and restricted stock units 9,533,421 10,022,826 9,917,997 9,954,904 Warrants to purchase common stock 520,112 1,592,840 559,361 1,521,720 Total 10,053,533 11,615,666 10,477,358 11,476,624 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Investments All Other Investments [Abstract] | |
Schedule of Cash and Cash Equivalents | As of September 30, 2021, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 71,616 $ — $ 71,616 $ 71,616 Level 1: Money market funds 1,029 — 1,029 1,029 Total $ 72,645 $ — $ 72,645 $ 72,645 As of December 31, 2020, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents 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 |
Schedule of Contingent Consideration Liabilities Current and Non-current Balances | As of September 30, 2021, the Company’s contingent consideration liabilities current and non-current balances were as follows: Changes in Indemnified Fair Contingent Cost Fair Value Accretion Value Consideration Level 3: Contingent consideration, current $ 19,199 $ 106 $ 2 $ 19,307 $ 19,307 Contingent consideration, non-current 8,383 150 — 8,533 8,533 Total $ 27,582 $ 256 $ 2 $ 27,840 $ 27,840 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill was $27,999 as of September 30, 2021 and $6,904 December 31, 2020. Goodwill Balance at December 31, 2020 $ 6,904 Acquisition of PandoLogic 21,095 Balance at September 30, 2021 $ 27,999 |
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: September 30, 2021 December 31, 2020 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 0.7 $ 3,582 $ (3,477 ) $ 105 $ 3,582 $ (3,357 ) $ 225 Licensed technology 0.0 500 (500 ) - 500 (375 ) 125 Developed technology 3.6 25,600 (6,087 ) 19,513 9,600 (4,480 ) 5,120 Customer relationships 6.5 77,300 (6,157 ) 71,143 9,300 (4,340 ) 4,960 Noncompete agreements 0.9 800 (640 ) 160 800 (486 ) 314 Trade names 5.0 2,000 (17 ) 1,983 - - - Total 5.8 $ 109,782 $ (16,878 ) $ 92,904 $ 23,782 $ (13,038 ) $ 10,744 |
Summary of Future Amortization of Finite-Lived Intangible Assets | The following table presents future amortization of the Company’s finite-lived intangible assets at September 30, 2021: 2021 (3 months) $ 4,671 2022 18,534 2023 17,091 2024 14,571 2025 13,409 Thereafter 24,628 Total $ 92,904 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable consisted of the following: As of September 30, December 31, 2021 2020 Accounts receivable — $ 18,001 $ 14,916 Accounts receivable — 40,762 1,868 58,763 16,784 Less: allowance for doubtful accounts (860 ) (118 ) Accounts receivable, net $ 57,903 $ 16,666 |
Summary of Property Equipment and Improvements, Net | Property, equipment and improvements, net consisted of the following: As of September 30, December 31, 2021 2020 Property and equipment $ 3,730 $ 2,365 Leasehold improvements 199 2,899 3,929 5,264 Less: accumulated depreciation (2,751 ) (2,910 ) Property, equipment and improvements, net $ 1,178 $ 2,354 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of September 30, December 31, 2021 2020 Accounts payable — $ 22,738 $ 14,688 Accounts payable — 10,364 944 Total $ 33,102 $ 15,632 |
Summary of Revenue | Revenue for the periods presented were comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Commercial Enterprise $ 21,697 $ 14,829 $ 57,460 $ 39,115 Government & Regulated Industries 958 889 2,696 1,775 Total revenue $ 22,655 $ 15,718 $ 60,156 $ 40,890 |
Summary of Presentation of Revenues | The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended Nine Months Ended September 30, 2021 September 30, 2021 Government & Government & Commercial Regulated Commercial Regulated Revenue Presentation Enterprises Industries Total Enterprises Industries Total Software Products & Services $ 8,069 $ 958 $ 9,027 $ 16,596 $ 2,696 $ 19,292 Managed Services Advertising 9,648 - 9,648 29,943 - 29,943 Licensing 3,980 - 3,980 10,921 - 10,921 Total Managed Services 13,628 - 13,628 40,864 - 40,864 Total Revenue $ 21,697 $ 958 $ 22,655 $ 57,460 $ 2,696 $ 60,156 (1) Software Products & Services consists of aiWARE SaaS Solutions of $4,716 and $19,292 for the three and nine months ended September 30, 2021 respectively as well PandoLogic of $4,311 for the three months September 30 Three Months Ended Nine Months Ended September 30, 2020 September 30, 2020 Government & Government & Commercial Regulated Commercial Regulated Revenue Presentation Enterprises Industries Total Enterprises Industries Total Software Products & Services $ 2,462 $ 889 $ 3,351 $ 7,686 $ 1,775 $ 9,461 Managed Services Advertising 8,764 - 8,764 21,803 - 21,803 Licensing 3,603 - 3,603 9,626 - 9,626 Total Managed Services 12,367 - 12,367 31,429 - 31,429 Total Revenue $ 14,829 $ 889 $ 15,718 $ 39,115 $ 1,775 $ 40,890 |
Schedule of Other Expense, Net | Other expense, net for the periods presented was comprised of the following: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Interest (expense) income, net $ (3 ) $ 2 $ 4 $ 84 Change in fair value of warrant liability — — — (200 ) Other (12 ) (6 ) (41 ) 8 Other expense, net $ (15 ) $ (4 ) $ (37 ) $ (108 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Lease Payments | As of September 30, 2021, future minimum lease payments were as follows: 2021 (three months) $ 589 2022 2,223 2023 1,768 2024 1,730 Total minimum payments $ 6,310 |
Stock Plans (Tables)
Stock Plans (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Schedule of Stock-based Compensation Expense | The Company’s stock-based compensation expense by type of award and by operating expense grouping are presented below: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Stock-based compensation expense by type of award: Restricted stock units $ 4,264 $ 2,308 $ 14,014 $ 3,203 Stock awards — 43 19 152 Machine Box contingent common stock issuances — (37 ) — (37 ) Performance-based stock options — 1,996 16,314 5,917 Stock options 791 644 2,426 4,099 Employee stock purchase plan 86 157 337 364 Common stock issued for services 131 — 381 - Total $ 5,272 $ 5,111 $ 33,491 $ 13,698 Stock-based compensation expense by operating expense grouping: Sales and marketing $ 226 $ 278 $ 1,358 $ 654 Research and development 431 172 2,016 593 General and administrative 4,615 4,661 30,117 12,451 $ 5,272 $ 5,111 $ 33,491 $ 13,698 |
Schedule of Stock Award Activity | The Company’s stock award activity for the nine months ended September 30, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 - $ - Granted 581 $ 32.33 Forfeited - - Vested (581 ) $ 32.33 Unvested at September 30, 2021 - - |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the nine months ended September 30, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 829,124 $ 11.53 Granted 448,020 $ 41.31 Forfeited (24,439 ) $ 42.92 Vested (749,374 ) $ 10.77 Unvested at September 30, 2021 503,331 $ 37.64 |
Schedule of Stock Option Activity | The activity during the nine months ended September 30, 2021 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2020 5,400,070 $ 12.60 — — Granted 298,455 $ 28.69 — — Exercised (488,636 ) $ 9.69 — — Forfeited (169,965 ) $ 15.86 — — Expired (3,579 ) $ 6.45 — — Outstanding at September 30, 2021 5,036,345 $ 13.73 6.33 years $ 52,783 Exercisable at September 30, 2021 4,114,851 $ 13.74 5.82 years $ 41,747 |
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 nine months ended September 30, 2021 are set forth in the table below: Expected term (in years) 0.5 - 2.0 Expected volatility 67% - 119% Risk-free interest rate 0.1 % Expected dividend yield — |
Stock Options [Member] | |
Schedule of Fair Value Assumptions | The following assumptions were used to compute the grant date fair values of the stock options granted during the nine months ended September 30, 2021: Expected term (in years) 5.5 - 6.1 Expected volatility 80% - 83% Risk-free interest rate 0.6% - 1.0% Expected dividend yield — |
Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | The activity during the nine months ended September 30, 2021 related to stock options that are subject to performance-based vesting conditions tied to the achievement of stock price goals by the Company was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2020 4,234,020 $ 10.55 — — Exercised (346,137 ) $ 5.78 — — Forfeited (12,552 ) $ 5.92 — — Expired (8,787 ) $ 5.28 — — Outstanding at September 30, 2021 3,866,544 $ 11.01 6.76 years $ 49,819 Exercisable at September 30, 2021 3,886,544 $ 11.01 6.76 years $ 49,819 |
Presentation and Summary of S_3
Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)Customer | Sep. 30, 2020USD ($)Customer | Sep. 30, 2021USD ($)Customer | Sep. 30, 2020USD ($)Customer | Dec. 31, 2020USD ($)Customer | |
Significant Accounting Policies [Line Items] | |||||
Positive (negative) cash flows from operations | $ (3,528) | $ 1,433 | |||
Net loss | $ 11,444 | $ 11,013 | 54,726 | $ 35,490 | 47,876 |
Accumulated deficit | 335,091 | 335,091 | 280,365 | ||
Net proceeds from sales of common stock from the period | 59,771 | ||||
Proceeds from issuances of stock under employee stock plans, net | 7,127 | 356 | |||
Net proceeds from sales of common stock | 6,517 | ||||
Proceeds from the exercise of warrants | 2,279 | $ 2,100 | |||
Cash and cash equivalents | 72,645 | 72,645 | $ 114,817 | ||
Transaction price remaining performance obligations | $ 8,346 | $ 8,346 | |||
Transaction price remaining performance obligations percentage | 52.00% | 52.00% | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customer | 2 | 0 | 0 | 0 | |
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 27.00% | 10.00% | 10.00% | 10.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Commercial Enterprise [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Number of major customers | Customer | 3 | 2 | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Commercial Enterprise [Member] | Minimum [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Concentration risk percentage | 10.00% | 10.00% | |||
Equity Distribution Agreement [Member] | |||||
Significant Accounting Policies [Line Items] | |||||
Net proceeds from sales of common stock | $ 5,986 |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Sep. 30, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 12 months |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | Sep. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Revenue | $ 22,655,000 | $ 15,718,000 | $ 60,156,000 | $ 40,890,000 | |||
Net loss | (11,444,000) | $ (11,013,000) | $ (54,726,000) | $ (35,490,000) | $ (47,876,000) | ||
Pandologic Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 116,633,000 | ||||||
Equity consideration at closing | 31,500,000 | ||||||
Contingent earnout | 30,000,000 | ||||||
Business combination, measurement period | up to one year from the acquisition date | ||||||
Deferred tax assets | $ 0 | 0 | $ 0 | ||||
Deferred tax liabilities | 12,073,000 | 0 | 0 | 0 | |||
Deferred tax assets, valuation allowance | 0 | $ 0 | 0 | ||||
Revenue | 4,311,000 | ||||||
Net loss | $ 1,889,000 | ||||||
Pandologic Ltd [Member] | General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 2,161,000 | ||||||
Pandologic Ltd [Member] | Recognized in Compensation Expense Within General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout | 3,600,000 | ||||||
Pandologic Ltd [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 7 years | ||||||
Pandologic Ltd [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 4 years | ||||||
Pandologic Ltd [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Merger consideration equity interest issued number of shares | 1,704,822 | ||||||
Pandologic Ltd [Member] | Contingent Consideration | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout | $ 26,400,000 | ||||||
Merger Agreement [Member] | Pandologic Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, effective date of acquisition | Sep. 14, 2021 | ||||||
Business acquisition, percentage of ownership interests acquired | 100.00% | ||||||
Business acquisition, name of acquired entity | PandoLogic. | ||||||
Business acquisition, date of acquisition agreement | Jul. 21, 2021 | ||||||
Total consideration | $ 116,633,000 | ||||||
Merger consideration upfront payment in cash | 58,733,000 | ||||||
Merger Agreement [Member] | Pandologic Ltd [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Merger, earnout consideration payable | 65,000,000 | ||||||
Merger Agreement [Member] | Pandologic Ltd [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity consideration at closing | $ 31,500,000 | ||||||
Merger consideration equity interest issued number of shares | 1,704,822 |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Purchase Price Consideration (Details) - Pandologic Ltd [Member] $ in Thousands | Sep. 14, 2021USD ($) |
Business Acquisition [Line Items] | |
Cash consideration at closing | $ 58,733 |
Equity consideration at closing | 31,500 |
Contingent earnout | 30,000 |
Total | 116,633 |
Contingent Consideration | |
Business Acquisition [Line Items] | |
Contingent earnout | $ 26,400 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Allocation of Purchase Consideration (Details) - USD ($) | Sep. 30, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 27,999,000 | $ 6,904,000 | |
Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 11,131,000 | ||
Accounts receivable | 21,344,000 | ||
Prepaid and other current assets | 8,986,000 | ||
Property and equipment | 618,000 | ||
Intangible assets | 86,000,000 | ||
Other assets | 1,543,000 | ||
Total assets acquired | 129,622,000 | ||
Accounts payable | 13,183,000 | ||
Accrued expenses and other current liabilities | 8,828,000 | ||
Deferred tax liability | $ 0 | 12,073,000 | |
Total liabilities assumed | 34,084,000 | ||
Identifiable net assets acquired | 95,538,000 | ||
Goodwill | 21,095,000 | ||
Total preliminary purchase consideration | $ 116,633,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Valuation of Intangible Assets (Details) - Pandologic Ltd [Member] $ in Thousands | Sep. 14, 2021USD ($) |
Business Acquisition [Line Items] | |
Total intangible assets | $ 86,000 |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 68,000 |
Estimated useful lives | 7 years |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 16,000 |
Estimated useful lives | 4 years |
Trade Name [Member] | |
Business Acquisition [Line Items] | |
Total intangible assets | $ 2,000 |
Estimated useful lives | 5 years |
Business Combinations - Summa_4
Business Combinations - Summary of Unaudited Proforma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Combinations [Abstract] | ||||
Net revenue | $ 35,488 | $ 26,521 | $ 92,980 | $ 61,809 |
Loss before provision for income taxes | (8,910) | (8,311) | (52,199) | (36,880) |
Net loss | $ (9,237) | $ (7,974) | $ (53,445) | $ (35,273) |
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 | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Numerator | |||||
Net loss | $ (11,444) | $ (11,013) | $ (54,726) | $ (35,490) | $ (47,876) |
Denominator | |||||
Weighted-average common shares outstanding | 33,342,828 | 27,606,061 | 32,767,752 | 27,180,059 | |
Less: Weighted-average shares subject to repurchase | (10,160) | (12,746) | (14,813) | (17,179) | |
Denominator for basic and diluted net loss per share attributable to common stockholders | 33,332,668 | 27,593,315 | 32,752,939 | 27,162,880 | |
Basic and diluted net loss per share | $ (0.34) | $ (0.40) | $ (1.67) | $ (1.31) |
Net Income Loss Per Share - Eff
Net Income Loss Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 10,053,533 | 11,615,666 | 10,477,358 | 11,476,624 |
Employee Stock Option and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 9,533,421 | 10,022,826 | 9,917,997 | 9,954,904 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 520,112 | 1,592,840 | 559,361 | 1,521,720 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Total Cash and Debt Securities | $ 72,645 | $ 114,817 |
Total Fair Value, Cash and Debt Securities | 72,645 | 114,817 |
Cash and cash equivalents | 72,645 | 114,817 |
Cash [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 71,616 | 44,795 |
Fair Value, Cash | 71,616 | 44,795 |
Level 1 [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 1,029 | 70,022 |
Cash and cash equivalents gross before unrealized losses | 1,029 | 70,022 |
Fair Value, Cash | $ 1,029 | $ 70,022 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Contingent Consideration Liabilities Current and Non-current Balances (Details) - Level 3 [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Contingent Consideration Liabilities [Line Items] | |
Cost | $ 27,582 |
Changes in Fair Value | 256 |
Indemnified Accretion | 2 |
Fair Value | 27,840 |
Contingent Consideration | 27,840 |
Contingent Consideration, Current [Member] | |
Contingent Consideration Liabilities [Line Items] | |
Cost | 19,199 |
Changes in Fair Value | 106 |
Indemnified Accretion | 2 |
Fair Value | 19,307 |
Contingent Consideration | 19,307 |
Contingent Consideration, Noncurrent [Member] | |
Contingent Consideration Liabilities [Line Items] | |
Cost | 8,383 |
Changes in Fair Value | 150 |
Fair Value | 8,533 |
Contingent Consideration | $ 8,533 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Pandologic Ltd [Member] | |
Contingent Consideration Liabilities [Line Items] | |
Contingent Consideration | $ 1,261 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Carrying amount of goodwill | $ 27,999 | $ 6,904 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Impairment Of Intangible Assets Excluding Goodwill [Abstract] | |
Beginning balance | $ 6,904 |
Acquisition of PandoLogic | 21,095 |
Ending balance | $ 27,999 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 5 years 9 months 18 days | |
Gross Carrying Amount | $ 109,782 | $ 23,782 |
Accumulated Amortization | (16,878) | (13,038) |
Net Carrying Amount | $ 92,904 | 10,744 |
Software and Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 8 months 12 days | |
Gross Carrying Amount | $ 3,582 | 3,582 |
Accumulated Amortization | (3,477) | (3,357) |
Net Carrying Amount | $ 105 | 225 |
Licensed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 500 | 500 |
Accumulated Amortization | $ (500) | (375) |
Net Carrying Amount | 125 | |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 7 months 6 days | |
Gross Carrying Amount | $ 25,600 | 9,600 |
Accumulated Amortization | (6,087) | (4,480) |
Net Carrying Amount | $ 19,513 | 5,120 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 6 years 6 months | |
Gross Carrying Amount | $ 77,300 | 9,300 |
Accumulated Amortization | (6,157) | (4,340) |
Net Carrying Amount | $ 71,143 | 4,960 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 10 months 24 days | |
Gross Carrying Amount | $ 800 | 800 |
Accumulated Amortization | (640) | (486) |
Net Carrying Amount | $ 160 | $ 314 |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 5 years | |
Gross Carrying Amount | $ 2,000 | |
Accumulated Amortization | (17) | |
Net Carrying Amount | $ 1,983 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Future Amortization of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2021 (3 months) | $ 4,671 | |
2022 | 18,534 | |
2023 | 17,091 | |
2024 | 14,571 | |
2025 | 13,409 | |
Thereafter | 24,628 | |
Net Carrying Amount | $ 92,904 | $ 10,744 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Condensed Financial Statements, Captions [Line Items] | |||||
Cash and cash equivalents | $ 72,645 | $ 72,645 | $ 114,817 | ||
Write-off of property and equipment and leasehold improvements | 3,559 | ||||
Loss on disposal | 1,894 | ||||
Depreciation Expense | 95 | $ 264 | 349 | $ 776 | |
Commercial Managed Services Clients [Member] | |||||
Condensed Financial Statements, Captions [Line Items] | |||||
Cash received | $ 56,996 | $ 56,996 | $ 40,052 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, gross | $ 58,763 | $ 16,784 |
Less: allowance for doubtful accounts | (860) | (118) |
Accounts receivable, net | 57,903 | 16,666 |
Commercial Managed Services [Member] | ||
Accounts receivable, gross | 18,001 | 14,916 |
Other [Member] | ||
Accounts receivable, gross | $ 40,762 | $ 1,868 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 3,730 | $ 2,365 |
Leasehold improvements | 199 | 2,899 |
Property, equipment and improvements, gross | 3,929 | 5,264 |
Less: accumulated depreciation | (2,751) | (2,910) |
Property, equipment and improvements, net | $ 1,178 | $ 2,354 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts payable — Commercial Managed Services | $ 22,738 | $ 14,688 |
Accounts payable — Other | 10,364 | 944 |
Total | $ 33,102 | $ 15,632 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 22,655 | $ 15,718 | $ 60,156 | $ 40,890 |
Commercial Enterprise [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | 21,697 | 14,829 | 57,460 | 39,115 |
Government and Regulated Industries [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 958 | $ 889 | $ 2,696 | $ 1,775 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Presentation | ||||
Revenue | $ 22,655 | $ 15,718 | $ 60,156 | $ 40,890 |
Commercial Enterprises [Member] | ||||
Revenue Presentation | ||||
Revenue | 21,697 | 14,829 | 57,460 | 39,115 |
Government and Regulated Industries [Member] | ||||
Revenue Presentation | ||||
Revenue | 958 | 889 | 2,696 | 1,775 |
Software Products and Services [Member] | ||||
Revenue Presentation | ||||
Revenue | 9,027 | 3,351 | 19,292 | 9,461 |
Software Products and Services [Member] | Commercial Enterprises [Member] | ||||
Revenue Presentation | ||||
Revenue | 8,069 | 2,462 | 16,596 | 7,686 |
Software Products and Services [Member] | Government and Regulated Industries [Member] | ||||
Revenue Presentation | ||||
Revenue | 958 | 889 | 2,696 | 1,775 |
Advertising [Member] | ||||
Revenue Presentation | ||||
Revenue | 9,648 | 8,764 | 29,943 | 21,803 |
Advertising [Member] | Commercial Enterprises [Member] | ||||
Revenue Presentation | ||||
Revenue | 9,648 | 8,764 | 29,943 | 21,803 |
Licensing [Member] | ||||
Revenue Presentation | ||||
Revenue | 3,980 | 3,603 | 10,921 | 9,626 |
Licensing [Member] | Commercial Enterprises [Member] | ||||
Revenue Presentation | ||||
Revenue | 3,980 | 3,603 | 10,921 | 9,626 |
Total Managed Services [Member] | ||||
Revenue Presentation | ||||
Revenue | 13,628 | 12,367 | 40,864 | 31,429 |
Total Managed Services [Member] | Commercial Enterprises [Member] | ||||
Revenue Presentation | ||||
Revenue | $ 13,628 | $ 12,367 | $ 40,864 | $ 31,429 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Parenthetical) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 22,655 | $ 15,718 | $ 60,156 | $ 40,890 | |
Pandologic Ltd [Member] | |||||
Revenue | $ 4,311 | ||||
Software Products or Services Consists of aiWARE SaaS Solutions [Member] | |||||
Revenue | 4,716 | 19,292 | |||
Software Products and Services [Member] | |||||
Revenue | 9,027 | $ 3,351 | $ 19,292 | $ 9,461 | |
Software Products and Services [Member] | Pandologic Ltd [Member] | |||||
Revenue | $ 4,311 |
Consolidated Financial State_10
Consolidated Financial Statements Details - Schedule of Other Expense, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Income And Expenses [Abstract] | ||||
Interest (expense) income, net | $ (3) | $ 2 | $ 4 | $ 84 |
Change in fair value of warrant liability | (200) | |||
Other | (12) | (6) | (41) | 8 |
Other expense, net | $ (15) | $ (4) | $ (37) | $ (108) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2021ft² | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 14, 2021USD ($) | |
Other Commitments [Line Items] | ||||||
Loss on disposal of property and equipment and leasehold improvements | $ (1,894) | $ (102) | ||||
Loss on sublease | 1,211 | |||||
Minimum sublease rental income to be received in the future under noncancelable subleases | $ 3,686 | 3,686 | ||||
Rent expense | 428 | $ 748 | 4,672 | $ 2,265 | ||
Liability net of payments remitted to states for potential exposure | $ 22 | 306 | ||||
PandoLogic [Member] | ||||||
Other Commitments [Line Items] | ||||||
Indemnification asset related to fair value of contingent consideration acquired | $ 1,259 | |||||
Office Sublease [Member] | ||||||
Other Commitments [Line Items] | ||||||
Area of Office Space Subleased | ft² | 37,875 | |||||
Lease Expiration Date | Dec. 31, 2024 | |||||
Sublease charges | 3,367 | |||||
Loss on disposal of property and equipment and leasehold improvements | (1,894) | |||||
Loss on sublease | 1,211 | |||||
Initial direct costs | $ 262 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) - Building Lease Agreement [Member] $ in Thousands | Sep. 30, 2021USD ($) |
Other Commitments [Line Items] | |
2021 (three months) | $ 589 |
2022 | 2,223 |
2023 | 1,768 |
2024 | 1,730 |
Total minimum payments | $ 6,310 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Class Of Stock [Line Items] | ||
Net proceeds from stock issuance | $ 6,517 | |
Exercise of warrants | $ 2,279 | 2,100 |
JMP Securities [Member] | ||
Class Of Stock [Line Items] | ||
Net proceeds from stock issuance | $ 5,996 | |
Common Stock [Member] | ||
Class Of Stock [Line Items] | ||
Shares issued to outside service provider, shares | 15,828 | |
Common stock shares issued | 1,491,317 | |
Exercise of warrants | $ 2,279 | $ 2,100 |
Exercise of warrants issued, shares for cash consideration | 252,218 | 154,311 |
Aggregate exercise of warrants issued, shares | 84,723 | |
Issued warrants to purchase shares upon exercises | 91,833 | |
Common Stock [Member] | Pandologic Ltd [Member] | ||
Class Of Stock [Line Items] | ||
Business acquisition, shares issued or issuable | 1,704,822 | |
Common Stock [Member] | Machine Box [Member] | ||
Class Of Stock [Line Items] | ||
Business acquisition, shares issued or issuable | 105,898 | |
Common Stock [Member] | JMP Securities [Member] | ||
Class Of Stock [Line Items] | ||
Common stock shares issued | 1,491,317 | |
Stock issuance costs | $ 281 | |
Common Stock and Employee Stock Purchase Plan [Member] | ||
Class Of Stock [Line Items] | ||
Shares issued in connection with stock option exercise | 1,084,941 | 297,490 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Stock Purchase Plan [Member] | ||
Class Of Stock [Line Items] | ||
Common stock were purchased under ESPP | 67,068 | |
Accrued employee contributions | $ 157,000 | |
Timebased Stock Option [Member] | ||
Class Of Stock [Line Items] | ||
Options granted | 298,455 | |
Stock Awards [Member] | ||
Class Of Stock [Line Items] | ||
Unrecognized cost of share-based compensation awards | $ 0 | |
Restricted Stock Units [Member] | ||
Class Of Stock [Line Items] | ||
Unrecognized cost of share-based compensation awards | $ 8,033,000 | |
Cost of share-based compensation awards, recognition period | 1 year | |
Performance-based Stock Options [Member] | ||
Class Of Stock [Line Items] | ||
Total grant date fair value of stock options granted | $ 0 | $ 0 |
Total grant date fair value of stock options vested | 0 | |
Unrecognized compensation expense related to stock options | 16,268,000 | |
Aggregate intrinsic value of the options exercised | $ 7,665,000 | 0 |
Stock Options [Member] | ||
Class Of Stock [Line Items] | ||
Options granted | 298,455 | |
Cost of share-based compensation awards, recognition period | 2 years 11 months 19 days | |
Total grant date fair value of stock options vested | $ 1,797,000 | 4,659,000 |
Unrecognized compensation expense related to stock options | 7,502,000 | |
Aggregate intrinsic value of the options exercised | $ 9,521,000 | $ 484,000 |
Weighted Average Grant Date Fair Value, Granted | $ 19.95 | $ 2.46 |
Stock Plans - Schedule of Fair
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility, minimum | 80.00% |
Expected volatility, maximum | 83.00% |
Risk-free interest rate, minimum | 0.60% |
Risk-free interest rate, maximum | 1.00% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 5 years 6 months |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 1 month 6 days |
Stock Plans - Summary of Fair V
Stock Plans - Summary of Fair Value Assumptions of Stock Purchase Plan (Detail) - Employee Stock Purchase Plan [Member] | 9 Months Ended |
Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility, minimum | 67.00% |
Expected volatility, maximum | 119.00% |
Risk-free interest rate | 0.10% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 2 years |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,272 | $ 5,111 | $ 33,491 | $ 13,698 |
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 226 | 278 | 1,358 | 654 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 431 | 172 | 2,016 | 593 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 4,615 | 4,661 | 30,117 | 12,451 |
Restricted Stock Units [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 4,264 | 2,308 | 14,014 | 3,203 |
Stock Awards [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 43 | 19 | 152 | |
Machine Box Contingent Common Stock Issuances [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | (37) | (37) | ||
Performance-based Stock Options [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,996 | 16,314 | 5,917 | |
Stock Options [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 791 | 644 | 2,426 | 4,099 |
Common Stock Issued for Services [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 131 | 381 | ||
Employee Stock Purchase Plan [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 86 | $ 157 | $ 337 | $ 364 |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Award Activity (Detail) - Stock Awards [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Granted | shares | 581 |
Shares, Vested | shares | (581) |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 32.33 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 32.33 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 829,124 |
Shares, Granted | shares | 448,020 |
Shares, Forfeited | shares | (24,439) |
Shares, Vested | shares | (749,374) |
Shares, Unvested, Ending Balance | shares | 503,331 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 11.53 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 41.31 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 42.92 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 10.77 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 37.64 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance-Based Stock Options Activity (Detail) - Performance-based Stock Options [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 4,234,020 |
Options Exercised | shares | (346,137) |
Options Forfeited | shares | (12,552) |
Options Expired | shares | (8,787) |
Options, Outstanding, Ending Balance | shares | 3,866,544 |
Options Exercisable at March 31, 2021 | shares | 3,886,544 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 10.55 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 5.78 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 5.92 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 5.28 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 11.01 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 11.01 |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 9 months 3 days |
Weighted-Average Remaining Exercisable | 6 years 9 months 3 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 49,819 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 49,819 |
Stock Plans - Schedule of Sto_3
Stock Plans - Schedule of Stock Option Activity (Detail) - Stock Options [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($)$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 5,400,070 |
Options Granted | shares | 298,455 |
Options Exercised | shares | (488,636) |
Options Forfeited | shares | (169,965) |
Options Expired | shares | (3,579) |
Options, Outstanding, Ending Balance | shares | 5,036,345 |
Options Exercisable at March 31, 2021 | shares | 4,114,851 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 12.60 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 28.69 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 9.69 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 15.86 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 6.45 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 13.73 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 13.74 |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 3 months 29 days |
Weighted-Average Remaining Exercisable | 5 years 9 months 25 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 52,783 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 41,747 |