Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VERI | ||
Entity Registrant Name | Veritone, Inc. | ||
Entity Central Index Key | 0001615165 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 35,060,210 | ||
Entity Public Float | $ 337.9 | ||
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 Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 per share | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Newport Beach, California | ||
Documents Incorporated by Reference | The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference to the definitive proxy statement to be filed by the registrant within 120 days of December 31, 2021. Only those portions of the definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on FormĀ 10-K |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
ASSETS | ||
Cash and cash equivalents | $ 254,722 | $ 114,817 |
Accounts receivable, net | 85,063 | 16,666 |
Expenditures billable to clients | 27,180 | 18,365 |
Prepaid expenses and other current assets | 12,117 | 6,719 |
Total current assets | 379,082 | 156,567 |
Property, equipment and improvements, net | 1,556 | 2,354 |
Intangible assets, net | 88,247 | 10,744 |
Goodwill | 34,058 | 6,904 |
Long-term restricted cash | 855 | 855 |
Other assets | 954 | 230 |
Total assets | 504,752 | 177,654 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 46,711 | 15,632 |
Accrued media payments | 86,923 | 55,874 |
Client advances | 10,561 | 6,496 |
Contingent consideration, current | 19,988 | |
Other accrued liabilities | 27,093 | 10,246 |
Total current liabilities | 191,276 | 88,248 |
Convertible senior notes, non-current | 195,082 | |
Contingent consideration, non-current | 24,737 | |
Other non-current liabilities | 13,078 | 1,196 |
Total liabilities | 424,173 | 89,444 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 34,972,256 and 31,799,354 shares issued and outstanding at December 31, 2021 and December 31, 2020, respectively | 35 | 32 |
Additional paid-in capital | 431,606 | 368,477 |
Accumulated deficit | (350,958) | (280,365) |
Accumulated other comprehensive (loss) income | (104) | 66 |
Total stockholders' equity | 80,579 | 88,210 |
Total liabilities and stockholders' equity | $ 504,752 | $ 177,654 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 34,972,256 | 31,799,354 |
Common stock, shares outstanding | 34,972,256 | 31,799,354 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Revenue | $ 115,305 | $ 57,708 |
Operating expenses: | ||
Cost of revenue | 22,129 | 15,663 |
Sales and marketing | 28,935 | 19,877 |
Research and development | 25,075 | 14,379 |
General and administrative | 97,918 | 50,080 |
Amortization | 8,497 | 5,382 |
Total operating expenses | 182,554 | 105,381 |
Loss from operations | (67,249) | (47,673) |
Other expense, net | (600) | (127) |
Loss before provision for income taxes | (67,849) | (47,800) |
Provision for income taxes | 2,744 | 76 |
Net loss | $ (70,593) | $ (47,876) |
Net loss per share: | ||
Basic and diluted | $ (2.12) | $ (1.73) |
Weighted average shares outstanding: | ||
Basic and diluted | 33,298,382 | 27,594,911 |
Comprehensive loss: | ||
Net loss | $ (70,593) | $ (47,876) |
Foreign currency translation gain (loss), net of income taxes | (170) | 20 |
Total comprehensive loss | $ (70,763) | $ (47,856) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2019 | $ 47,411 | $ 26 | $ 279,828 | $ (232,489) | $ 46 |
Beginning balance, shares at Dec. 31, 2019 | 25,670,737 | ||||
Common stock offerings, net | 65,757 | $ 5 | 65,752 | ||
Common stock offerings, net, shares | 4,941,317 | ||||
Common stock issued under employee stock plans, net | 1,060 | $ 1 | 1,059 | ||
Common stock issued under employee stock plans, net, shares | 482,417 | ||||
Common stock issued for services | 95 | 95 | |||
Common stock issued for services, shares | 12,100 | ||||
Release of Machine Box holdback consideration, shares | 105,898 | ||||
Stock-based compensation expense | 19,481 | 19,481 | |||
Exercise of warrants | 2,100 | $ 2,100 | 2,100 | ||
Exercise of warrants, shares | 596,437 | ||||
Issuance of warrants | 308 | 308 | |||
Common stock returned from acquisition escrow | (146) | (146) | |||
Common stock returned from acquisition escrow, shares | (9,552) | ||||
Net loss | (47,876) | (47,876) | |||
Other comprehensive income (loss) | 20 | 20 | |||
Ending balance at Dec. 31, 2020 | 88,210 | $ 32 | 368,477 | (280,365) | 66 |
Ending balance, shares at Dec. 31, 2020 | 31,799,354 | ||||
Common stock issued under employee stock plans, net | 7,903 | $ 1 | 7,902 | ||
Common stock issued under employee stock plans, net, shares | 1,176,984 | ||||
Common stock issued for acquisition | 31,501 | $ 2 | 31,499 | ||
Common stock issued for acquisitions, shares | 1,704,822 | ||||
Common stock issued for services | 369 | 369 | |||
Common stock issued for services, shares | 15,828 | ||||
Stock-based compensation expense | 39,696 | 39,696 | |||
Exercise of warrants | 2,279 | $ 2,279 | 2,279 | ||
Exercise of warrants, shares | 275,268 | ||||
Purchases of capped calls related to convertible notes | (18,616) | (18,616) | |||
Net loss | (70,593) | (70,593) | |||
Other comprehensive income (loss) | (170) | (170) | |||
Ending balance at Dec. 31, 2021 | $ 80,579 | $ 35 | $ 431,606 | $ (350,958) | $ (104) |
Ending balance, shares at Dec. 31, 2021 | 34,972,256 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (70,593) | $ (47,876) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 9,035 | 6,407 |
Loss on disposal of fixed assets | 1,894 | |
Warrant expense | 102 | |
Change in fair value of warrant liability | 200 | |
Change in fair value of contingent consideration | 18,325 | |
Provision for doubtful accounts | 172 | 293 |
Loss on sublease | 1,211 | |
Stock-based compensation expense | 40,065 | 19,539 |
Common stock returned from acquisition escrow | (146) | |
Other | (46) | |
Changes in assets and liabilities: | ||
Accounts receivable | (47,225) | 4,393 |
Expenditures billable to clients | (8,815) | (8,079) |
Prepaid expenses and other current assets | 3,368 | (1,726) |
Other assets | (241) | |
Accounts payable | 17,896 | (1,382) |
Accrued media payments | 31,049 | 29,210 |
Client advances | 4,065 | (2,584) |
Other accrued liabilities | 8,184 | 3,311 |
Other liabilities | (1,156) | (183) |
Net cash provided by operating activities | 7,234 | 1,433 |
Cash flows from investing activities: | ||
Proceeds from the sale of equipment | 56 | |
Capital expenditures | (1,016) | (175) |
Acquisitions, net of cash acquired | (52,827) | |
Net cash used in investing activities | (53,843) | (119) |
Cash flows from financing activities: | ||
Proceeds from common stock offerings, net | 66,278 | |
Proceeds from loan | 6,491 | |
Repayment of loan | (6,491) | |
Proceeds from issuance of convertible senior notes | 201,250 | |
Payment of debt issuance costs | 6,304 | |
Purchases of capped calls related to convertible senior notes | (18,616) | |
Proceeds from the exercise of warrants | 2,279 | 2,100 |
Proceeds from issuances of stock under employee stock plans, net | 7,905 | 1,060 |
Net cash provided by financing activities | 186,514 | 69,438 |
Net increase in cash and cash equivalents and restricted cash | 139,905 | 70,752 |
Cash and cash equivalents and restricted cash, beginning of period | 115,672 | 44,920 |
Cash and cash equivalents and restricted cash, end of period | 255,577 | 115,672 |
Cash paid during periods for: | ||
Taxes paid | 129 | $ 69 |
Non-cash investing and financing activities: | ||
Shares issued for acquisition of businesses and holdback consideration | $ 31,499 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS Veritone, Inc., a Delaware corporation (āVeritoneā) (together with its wholly owned subsidiaries, collectively, the āCompanyā), is a provider of artificial intelligence (āAIā) computing solutions. The Companyās proprietary AI operating system, aiWARE TM In addition, the Company operates a full-service advertising agency that leverages the Companyās aiWARE technologies to provide differentiated Managed Services to its clients. The Companyās 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 Companyās advertising services also include its VeriAds Network, which is comprised of programs that enable broadcasters, podcasters and social media influencers to generate incremental advertising revenue. The Company also offers cloud-native digital content management solutions and licensing services, primarily to customers in the media and entertainment market. These offerings leverage the Companyās aiWARE technologies, providing customers with unique capabilities to enrich and drive expanded revenue opportunities from their content. On September 14, 2021, the Company acquired PandoLogic Ltd. (āPandoLogicā), a company incorporated under the laws of the state of Israel, and a leading provider of intelligent hiring solutions, as discussed in more detail in Note 3. PandoLogicās software platform, PandoIQ, is an AI-enabled talent acquisition and recruitment platform . |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Presentation and Summary of Significant Accounting Policies | NOTE 2. PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (āGAAPā) and the rules and regulations of the Securities and Exchange Commission (the āSECā). The consolidated financial statements include the accounts of Veritone, Inc. and all of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Reclassifications Certain reclassifications to other assets have been made to prior year amounts for consistency and comparability with the current yearās financial statement presentation. These reclassifications had no effect on the reported total assets and liabilities. Liquidity and Capital Resources During 2021 and 2020, the Company generated cash flows from operations of $7,234 and $1,433, respectively, and incurred net losses of $70,593 and $47,876, respectively. Also, the Company had an accumulated deficit of $350,958 as of December 31, 2021. Historically, the Company has satisfied its capital needs with the net proceeds from its sales of equity securities, its issuance of convertible debt, and the exercise of common stock warrants. In 2021, the Company completed an offering of its convertible senior notes for aggregate net proceeds of $194,946 including $6,304 in debt issuance costs, used $18,616 of those net proceeds to purchase the capped call transactions related to the convertible senior notes, received net proceeds of $7,905 from the issuance of common stock under the Companyās employee stock plans and $2,279 from the exercise of common stock warrants. In 2022, driven by 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 Companyās existing balances of cash and cash equivalents, which totaled $254,722 as of December 31, 2021, will be sufficient to meet its anticipated cash requirements for the foreseeable future. Use of Accounting Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to 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 Annual Report on Form 10-K. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. Business Combinations The results of a business acquired in a business combination are included in the Companyās consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values as of the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Accounts Receivable and Expenditures Billable to Clients Accounts receivable consist primarily of amounts due from the Companyās clients and customers under normal trade terms. Allowances for uncollectible accounts are recorded based upon a number of factors that are reviewed by the Company on an ongoing basis, including historical amounts that have been written off, an evaluation of current economic conditions, and an assessment of customer creditworthiness. Judgment is required in assessing the ultimate realization of accounts receivable. The amounts due from clients based on costs incurred or fees earned that have not yet been billed to advertising clients are reflected as expenditures billable to clients in the accompanying consolidated balance sheets. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: ā¢ Level 1 ā quoted prices (unadjusted) in active markets for identical assets or liabilities; ā¢ Level 2 ā 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 ā¢ Level 3 ā unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market. The Companyās stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants are recorded within other accrued liabilities and equity in the Companyās consolidated balance sheets as of December 31, 2021 and 2020. The warrants have been recorded at their fair values using a probability weighted expected return model or Black-Scholes-Merton option pricing model. These models incorporate contractual terms and assumptions regarding expected term, risk-free rates and volatility. The value of the Companyās stock warrants would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companyās management with the assistance of a third-party valuation specialist. The Companyās contingent consideration is categorized as Level 3 within the fair value hierarchy. Contingent consideration is recorded within contingent consideration, current and contingent consideration, non-current in the Companyās consolidated balance sheets as of December 31, 2021. The contingent consideration has been recorded at its fair values using a Monte Carlo simulation option pricing framework. These models incorporate contractual terms and assumptions regarding financial forecasts for PandoLogic, discount rates, and volatility of forecasted revenue. The value of the Companyās contingent consideration would increase if a lower discount rate was used and would increase if a higher discount rate was used. Similarly, a higher revenue volatility assumption would increase the value of the contingent consideration, and a lower revenue volatility assumption would decrease the value of the contingent consideration. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companyās management with the assistance of a third-party valuation specialist. The Companyās senior convertible notes are categorized as Level 2 within the fair value hierarchy based on quoted prices in markets that are not active, given that few of the senior convertible notes have been traded since issuance in November 2022. The Company has determined that the carrying value of the senior convertible notes approximates fair value as of December 31, 2021 due to the issuance at fair value occurring in close proximity to the period measured. The Companyās other financial instruments consist primarily of cash, accounts receivable and accounts payable. The Company has determined that the carrying values of these financial instruments approximate fair value for the periods presented due to their short-term nature and the relatively stable current interest rate environment. Long-Term Restricted Cash Long-term restricted cash consists primarily of collateral required as security for the Companyās corporate credit cards. Property, Equipment and Improvements Property, equipment and improvements are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred. Major improvements enhancing the function and/or useful life of the related assets are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives (or lease term, if shorter) of the related assets. At the time of retirement or disposition of these assets, the cost and accumulated depreciation or amortization are removed from the accounts and any related gains or losses are recorded in the Companyās statement of operations and comprehensive loss. The useful lives of property, equipment and improvements are as follows: ā¢ Property and equipment ā 3 years ā¢ Leasehold improvements ā 5 years or the remaining lease term, whichever is shorter The Company assesses the recoverability of property, equipment and improvements whenever events or changes in circumstances indicate that their carrying value may not be recoverable. No property, equipment and improvements were impaired in the periods presented. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets include acquired developed technology, licensed technology, customer relationships, noncompete covenants, and trademarks and tradenames. Intangible assets are amortized on a straight-line basis over the applicable amortization period as set forth below. The amortization periods for intangible assets are as follows: ā¢ Developed technology ā 4 to 5 years ā¢ Customer relationships ā 5 to 7 years ā¢ Noncompete agreements ā 3 to 4 years ā¢ Trademarks and trade names ā2 to 5 years ā¢ Licensed technology ā lesser of the term of the agreement, or the estimated useful life Intangible asset amortization expense is recorded in amortization on the consolidated statements of operations and comprehensive loss. Impairment of Goodwill and Long-Lived Assets Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. The Companyās annual impairment test is performed during the second quarter. In assessing goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that the fair value of a reporting unit is less than its carrying amount. The Companyās qualitative assessment of the recoverability of goodwill considers various macro-economic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Companyās financial performance; or (iv) a sustained decrease in the Companyās market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of such reporting unit is less than its carrying amount, then a quantitative analysis is unnecessary. However, if the Company concludes otherwise, or if it elects to bypass the qualitative analysis, then it is required to perform a quantitative analysis that compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, a goodwill impairment loss is recognized for the lesser of: (a) the amount that the carrying amount of a reporting unit exceeds its fair value; or (b) the amount of the goodwill allocated to that reporting unit. The Company reviews long-lived assets to be held and used, other than goodwill, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared with the assetās carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value. No impairment of goodwill or long-lived assets was recorded for the years ended December 31, 2021 and 2020. Revenue Recognition The Company recognizes revenue under its contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers The Company recognizes revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company follows a five-step process to determine revenue recognition, as follows: ā¢ Identifies the contract(s) with a customer; ā¢ Identifies the performance obligations in the contract; ā¢ Determines the transaction price; ā¢ Allocates the transaction price to the performance obligations in the contract; and ā¢ Recognizes revenue when (or as) performance obligations are satisfied. The Company enters into contracts with customers that may include promises to transfer multiple services. The Company evaluates these services to determine whether they represent distinct, separately identifiable performance obligations that should be accounted for separately or as a single performance obligation. For contracts containing multiple performance obligations, to meet the allocation objective of Topic 606, the Company allocates the transaction price to each performance obligation on a relative standalone selling price (āSSPā) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. For certain arrangements, the determinations regarding whether a contract contains multiple performance obligations and, if so, the SSP of each performance obligation, may require judgment by management. Software Products & Services Revenues aiWARE Revenues The Company has agreements with its customers under which it provides customers with access to and use the Companyās aiWARE and digital content management platforms. Under most agreements, the Company provides access to the platform, specified applications and associated data ingestion, hosting and/or processing services, and standard user support. Fees for these services typically take the form of a fixed monthly subscription fee, with certain contracts specifying usage-based fees for data processing services in excess of the data processing services included as part of such subscription services. Fees for excess usage-based data processing services are accounted for as variable consideration. In certain cases, the fixed monthly subscription fee may adjust during each monthly period of the contract based on changes in the monthly volume of services, at the rates established in the contract. These contracts typically have terms ranging from one to three years, with renewal options, and do not contain refund-type provisions. All significant services provided as part of these subscription arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term (collectively, the āsubscription servicesā). The fixed subscription fees are recognized as revenue over the contract term using the output method of passage of time, as this best depicts the pattern of control transfer. If a portion of the term of a contract is cancellable, the Company determines the transaction price for, and recognizes revenue ratably over, the non-cancellable portion of the term of the contract. In certain SaaS arrangements with broadcasters, the fees for subscription services are paid by broadcasters with advertising inventory that is provided to and monetized by the Company. The Company recognizes revenue for these arrangements based on the estimated fair value of the advertising inventory. The Company also makes data processing, storage and transfer services available to customers through its aiWARE and digital content management platforms under usage-based arrangements with no minimum fees, either separately or in addition to subscription services as described above. Fees are charged for actual usage of such services at the rates specified in the contract for each particular service. Each of these distinct services represents an individual performance obligation. When sold in connection with subscription services, the Company considers the allocation guidance of Topic 606. Variable consideration for usage-based data processing, storage and transfer services is recognized in the month in which it is earned, as the payment terms relate to a specific outcome (amount of data processed, stored or transferred) of delivering the distinct time increment (the month) of services, and represents the fees to which the Company expects to be entitled for providing the services, and allocating the variable fees in this way is consistent with the allocation objective of Topic 606. The Company also enters into software license agreements with customers under which the Company provides software representing an on-premises deployment of its aiWARE platform or components thereof. Under these license agreements, the customer is responsible for the installation and configuration of the software in the customer-controlled environment. The Company recognizes the license fees as revenue under these agreements at the time that the software is made available by the Company for download by the customer. The Company typically invoices its aiWARE SaaS customers for subscription services monthly, for on-premises software at the time the software is made available for download by the customer, and for professional services either monthly or in accordance with an agreed upon invoicing schedule. Invoices are typically due and payable within 30 days following the date of invoice. Amounts that have been invoiced are recorded in revenue or in deferred revenue, depending on whether transfer of control to customers of the promised services has occurred. PandoLogic Revenues The Company generates Managed Services Revenues Advertising Revenues The Companyās advertising services consist primarily of placing advertisements for clients with media vendors, including broadcasters, podcasters and digital media providers. Under the most common billing arrangements, the Company bills and collects the gross cost of the advertisement it places, less any discounts negotiated with its client from the media vendorās standard agency fee. The Company then remits to the media vendor the gross amount less the standard agency fee. The amount billed to the client, less the amount payable to the media vendor, represents the Companyās fees and is recognized as revenue. All significant services performed by the Company under its contracts with advertising clients in conjunction with media placements, including planning and placing media and verifying that advertisements have aired, represent a single performance obligation as such services are highly interrelated. The Companyās fee, which represents the transaction price, is recognized as revenue at a point in time when the advertisement is aired, which is the point at which the Company has an enforceable right to payment of its fees. The Companyās clients may be required to make a deposit or prepay the gross costs of advertisements, including the Companyās fees. Such amounts are reflected as accrued media payments on the Companyās consolidated balance sheets until all revenue recognition criteria have been met. For certain advertising products, we provide advertisers with the opportunity to reach unique ad units and markets. Leveraging our aiWARE platform to programmatically manage clearance, verification and analysis of advertising performance, we create marketable advertising products through the curation of our broadcaster and influencer networks. We receive fees from advertisers or resellers as consideration for combined software and services performed by us. The amount expected to be received from the advertiser or through the reseller represents our fees which are recognized when our services are transferred to the customer. The Company concluded that it is the principal in delivering these products to customers and as a result reports revenue on a gross basis. Licensing Revenues The Company has agreements with third-party owners of digital assets pursuant to which the Company licenses those assets to customers and remits royalties to the content owners. In licensing such third-party digital assets, the Company hosts public and private content libraries on the Companyās platform to enable customers to view and search for digital assets to be licensed, establishes and negotiates with customers the scope and term of, and the prices for, licenses to those digital assets, and makes the licensed digital assets available to the end-customers. The Company is considered the principal under most agreements that have this range of services due to obtaining control prior to transfer of the assets, and the Company records the revenue from the customer gross of royalties due to the content owner. In limited cases, the Company does not obtain control prior to transfer of the assets, and accordingly, the Company records revenues net of royalties due to the content owner. The Company licenses digital assets under (i) individual license agreements, pursuant to which the customer licenses a particular digital asset (or set of digital assets) for a specified license fee, and (ii) bulk license agreements, pursuant to which the customer pays a fixed fee to have access to view and search third-party ownersā content and to license a specified number of minutes of that content in each year over the term of the contracts, which typically range from one to three years, with certain contracts specifying usage-based license fees for additional digital assets that may be licensed by the customer. Under individual license agreements, the Company has a single performance obligation, which is to make the licensed digital assets available to the customer, generally by download. The Company recognizes the license fees charged for the digital assets as revenue when the licensed digital assets are made available to the customer. Under bulk license agreements, the Companyās obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making assets selected by the customer available for download, throughout the term of the contract. All of these services are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If the customer selects digital assets in excess of the amount included in the fixed fees under the contract, the Company constrains the variable consideration until the usage occurs and recognizes such usage-based license fees as the digital assets are made available to the customer, consistent with the usage-based royalty accounting of Topic 606. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on managementās assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis, net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company has determined that it acts as the principal in providing all of its services with the exception of certain content licensing services, advertising services and PandoLogic services, where the Company recognizes its fees on a net basis. Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction prices under the Companyās contracts allocated to the Companyās remaining performance obligations was $8,186, approximately 56% of which the Company expects to recognize as revenue over the next twelve months, and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations. Excluded based on this policy are balances related to PandoLogic representing gross purchase orders to be satisfied in less than one year. Cost of Revenue Cost of revenue related to the Companyās advertising business consists of production costs relating to advertising content for advertisements placed for clients, and amounts payable to media vendors under revenue sharing arrangements for ad inventory transferred to and monetized by the Company. Cost of revenue related to the Companyās Software Products & Services consists primarily of fees charged by vendors for cloud infrastructure, computing and storage services and cognitive processing services related to the operation of the Companyās platforms. The Companyās arrangements with cloud infrastructure providers typically require fees that are based on computing time, data storage and transfer volumes, and reserved computing capacity. The Company also pays fees to third-party providers of AI models, which are generally based upon the hours of media processed through their models. Cost of revenue related to the Companyās Managed Services include royalties paid to content owners on revenue generated from the Companyās licensing of their content, and fees charged by vendors that provide products and services in support of the Companyās live event services and obtaining of talent and property clearances. Stock-Based Compensation Stock-based compensation expense is estimated at the grant date based on the fair value of the award. Prior to the Companyās initial public offering (āIPOā), the fair values of restricted stock awards were estimated at the date of grant by using both the option-pricing method and the probability-weighted expected return method. All restricted stock awards granted prior to the Companyās IPO have vested in full as of the fourth quarter of 2020. Following the Companyās IPO, the fair values of restricted stock and restricted stock unit awards granted by the Company are based on the closing market price of the Companyās common stock on the date of grant. The Company estimates the fair values of stock options having time-based vesting conditions, as well as purchase rights under the Companyās Employee Stock Purchase Plan (āESPPā), using the Black-Scholes-Merton option pricing model. The Companyās performance-based stock options vest if a specified target price for the Companyās common stock is achieved. The Company estimates the fair values of performance-based stock options utilizing a Monte Carlo simulation model, to estimate the date that the specified stock price targets will be achieved (the attainment date), and the Black-Scholes-Merton option pricing model. A fair value is determined for each tranche of such performance-based stock options that is tied to a particular stock price target. Determining the appropriate fair values of stock options and ESPP purchase rights at the grant date requires significant judgment, including estimating the volatility of the Companyās common stock, the expected term of awards, and the derived service periods for each tranche of performance stock options. In determining fair values, the Company estimated volatility based on the historical volatility of its own common stock along with the volatility of the peer group. In calculating estimated volatility, as the number of years of trading history for the Companyās common stock has increased, the volatility of the Companyās common stock has been given a weighting ranging from 25% to 50% and the volatility of the peer group companies has been given a weighting ranging from 75% to 50%, with each peer company weighted equally. The Company will continue utilizing this combination and will periodically adjust the weightings as additional historical volatility data for its own shares of common stock becomes available. The expected term for stock options other than performance-based stock options represents the period of time that stock options are expected to be outstanding and is determined using the simplified method. Under the simplified method, the expected term is calculated as the midpoint between the weighted average vesting date and the contractual term of the options. The expected term for performance-based stock options considers the remaining term of the option after the attainment date and the ratio of the stock price at the attainment date to the option exercise price. The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term of the award. The assumptions used in the Companyās Black-Scholes-Merton option-pricing and Monte Carlo simulation models represent managementās best estimates. These estimates involve inherent uncertainties and the application of managementās judgment. The fair value of stock-based awards (other than performance-based stock options) is amortized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period. For performance-based |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3. BUSINESS COMBINATIONS On September 14, 2021, the Company acquired 100% of PandoLogic Ltd., a company incorporated under the laws of the state of Israel, pursuant to an Agreement and Plan of Merger (the āMerger Agreementā) 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. PandoLogicās 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 $122,451 (the āMerger Considerationā), which consisted of upfront consideration of $58,733 in cash and $31,500 for the fair value of the Companyās 1,704,822 shares of common stock, 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 āEarnoutā), and a net working capital adjustment of $5,818 paid in cash. 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 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 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 employees, and record any changes in earnings when the estimate is based on information not known as of the acquisition date (See Note 6). The Company incurred $2,161 in acquisition related expenses and has recorded them in general and administrative expenses in the 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 Net working capital adjustment 5,818 Total $ 122,451 The 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 $ 11,581 Accounts receivable 21,344 Prepaid and other current assets 8,710 Property and equipment 618 Intangible assets 86,000 Other assets 1,653 Total assets acquired 129,906 Accounts payable 13,183 Accrued expenses and other current liabilities 9,443 Deferred tax liability 11,828 Total liabilities assumed 34,454 Identifiable net assets acquired $ 95,452 Goodwill 26,999 Total purchase consideration $ 122,451 **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 5 - 7 Developed technology 16,000 4 Trade name 2,000 5 Total intangible assets $ 86,000 Taxes In connection with the acquisition, a net deferred tax liability of $11,828 was established primarily for the differences between the fair value of the acquired non-goodwill intangible assets and PandoLogicās historical tax basis in these assets. No deferred tax asset or liability is recorded on PandoLogic goodwill, $25,141 of which is not deductible for tax purposes. In August 2021, PandoLogic obtained the approval for Preferred Technology Enterprise status under which its Israeli tax rate is reduced from the 23% statutory rate to a 12% beneficial rate. This arrangement is scheduled to expire in December 2025. The acquired Israel deferred tax assets and liabilities are computed based on the tax rate in the year of their expected reversal. 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 years ended December 31, 2021 and December 31, 2020. 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): Year Ended Year Ended December 31, December 31, 2021 2020 Net revenue $ 148,129 $ 105,094 Loss before provision for income taxes $ (69,474 ) $ (33,965 ) Net loss $ (73,145 ) $ (32,191 ) The Company recognized $38,315 in revenue and $18,317 of net income related to PandoLogic since the acquisition date of September 14 through December 31, 2021 in the consolidated statement of operations and comprehensive loss. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. DEBT Convertible Senior Notes In November, 2021, the Company issued, at par value, $201.3 million aggregate principal amount of 1.75% convertible senior notes due 2026 (the āConvertible Notesā). The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Convertible Notes to purchase an additional $26.25 million aggregate principal amount of Convertible Notes. The Convertible Notes were issued pursuant to and are subject to the terms and conditions of an indenture, which is referred to as the Indenture, between the Company and U.S. Bank National Association, as trustee. The Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Convertible Notes are senior, unsecured obligations of the Company and will bear interest at a rate of 1.75% per year. Interest will accrue from November 19, 2021 and will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2022. The Convertible Notes will mature on November 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Convertible Notes. Holders of the Convertible Notes may convert all or any portion of their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2026, only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Companyās common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the āmeasurement periodā) in which the trading price per $1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the Companyās common stock and the conversion rate for the Convertible Notes on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable redemption date; or (4) upon the occurrence of specified corporate events. On or after May 15, 2026, holders may convert all or any portion of their Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of our common stock, at the Companyās election. The conversion rate for the Convertible Notes will initially be 27.2068 The Company may not redeem the Convertible Notes prior to November 20, 2024. The Company may redeem for cash all or any portion of the Convertible Notes (subject to certain limitations), at its option, on or after November 20, 2024 if the last reported sale price of the Companyās common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes. If the Company undergoes a fundamental change prior to the maturity date, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes. The fundamental change repurchase price will be equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes are the Companyās senior unsecured obligations and rank senior in right of payment to all of the Companyās indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment with all existing and future liabilities of the Company that are not so subordinated; effectively junior to any of secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of the Companyās current or future subsidiaries. The net proceeds from the issuance of the Convertible Notes were approximately $194.9 million, after deducting debt issuance costs. The total debt issuance costs incurred and recorded by the Company amounted to $6.3 million, which were recorded as a reduction to the face amount of the Convertible Notes and will be amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes. The Convertible Notes are recorded as a liability within convertible senior notes, non-current. For the year ended December 31, 2021, interest expense related to the Convertible Notes and amortization of the issuance costs was $0.5 million. The effective annual interest rate for 2021 was approximately 2.42%. As of December 31, 2021, the if-converted value of the Convertible Notes did not exceed the outstanding principal amount. As of December 31, 2021, the total principal at issuance of the Convertible Notes of $ 201.3 million approximates fair value due to the issuance at fair value occurring in close proximity to the period measured. Capped Calls In connection with the pricing of the Convertible Notes, with the full exercise by the initial purchasers of their option to purchase additional Convertible Notes in November 2021, the Company used approximately $18.6 million of the net proceeds from the issuance of the Convertible Notes to enter into privately negotiated capped call transactions, which are referred to as the capped calls, with various financial institutions. The capped call transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of shares of the Companyās common stock underlying the Convertible Notes. The capped call transactions are expected generally to reduce the potential dilution to the Companyās common stock upon conversion of the Convertible Notes and/or offset some or all of any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in the event that the market price per share of the Companyās common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of the Companyās common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions. The initial cap price of the capped calls is $48.55 per share of common stock, which represents a premium of 75% over the last reported sale price of the Companyās common stock of $27.74 per share on November 16, 2021, and is subject to certain customary adjustments under the terms of the capped calls; provided that the cap price will not be reduced to an amount less than the strike price of $35.76 per share. The capped call transactions are separate transactions and are not part of the terms of the Convertible Notes. The capped calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholdersā equity. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 5. NET LOSS PER SHARE The following table presents the computation of basic and diluted net loss per share: Year Ended December 31, 2021 2020 Numerator Net loss $ (70,593 ) $ (47,876 ) Denominator Weighted-average common shares outstanding 33,310,794 27,609,403 Less: Weighted-average shares subject to repurchase (12,412 ) (14,492 ) Denominator for basic and diluted net loss per share attributable to common stockholders 33,298,382 27,594,911 Basic and diluted net loss per share $ (2.12 ) $ (1.73 ) The Company reported net losses for both periods presented and, as such, all potentially dilutive shares of common stock would have been antidilutive for such periods. The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Year Ended December 31, 2021 2020 Common stock options and restricted stock units 9,913,421 10,251,790 Warrants to purchase common stock 548,374 1,470,812 Common stock issuable in connection with convertible senior notes 5,475,369 ā Total 15,937,164 11,722,602 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | NOTE 6. FINANCIAL INSTRUMENTS Cash, Cash Equivalents The Companyās money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, 2021, the Companyās cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 253,693 $ ā $ 253,693 $ 253,693 Level 1: Money market funds 1,029 ā 1,029 1,029 Total $ 254,722 $ ā $ 254,722 $ 254,722 As of December 31, 2020, the Companyās cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 44,795 $ ā $ 44,795 $ 44,795 Level 1: Money market funds 70,022 ā 70,022 70,022 Total $ 114,817 $ ā $ 114,817 $ 114,817 Contingent Consideration All of the Companyās 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 Companyās management with the assistance of a third-party valuation specialist. The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the contingent consideration as of December 31, 2021: Contingent Consideration Revenue volatility 15 % Internal rate of return 45 % Risk-free rate 1.9 % As of December 31, 2021, the Companyās contingent consideration liabilities current and non-current balances were as follows: Changes in Fair Contingent Cost Fair Value Value Consideration Level 3: Contingent consideration, current 18,017 1,971 19,988 19,988 Contingent consideration, non-current 8,383 16,354 24,737 24,737 Total $ 26,400 $ 18,325 $ 44,725 $ 44,725 Stock Warrants All of the Companyās outstanding stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using either a probability weighted expected return model, the Monte Carlo simulation model or the Black-Scholes option-pricing model. These models incorporate contractual terms, maturity, risk-free interest rates and volatility. The value of the Companyās stock warrants would increase if a higher risk-free interest rate was used, and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companyās management with the assistance of a third-party valuation specialist. In April 2020, in connection with a consulting agreement between the Company and a consulting firm, the Company issued to such firm a warrant to purchase up to 50,000 shares of the Companyās common stock (the āCompensation Warrantā). The Compensation Warrant The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the 2020 Stock Warrants: Compensation Performance Warrant Warrant Volatility 88 % 85 % Risk-free rate 0.23 % 0.34 % Term 1.7 years 4 In April 2018, in connection with the advisory agreement between the Company and a financial advisory firm, the Company issued such firm a five-year |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 7. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill was $34,058 as of December 31, 2021 and $6,904 as of December 31, 2020. The increase in the carrying amount of goodwill is due solely to the acquisition of PandoLogic in September 2021. Intangible Assets The following table sets forth the Companyās finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: December 31, 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 0.2 $ 3,582 $ (3,515 ) $ 67 $ 3,582 $ (3,357 ) $ 225 Licensed technology 0.0 500 (500 ) ā 500 (375 ) 125 Developed technology 3.3 25,600 (7,564 ) 18,036 9,600 (4,480 ) 5,120 Customer relationships 6.2 77,300 (9,157 ) 68,143 9,300 (4,340 ) 4,960 Noncompete agreements 0.6 800 (683 ) 117 800 (486 ) 314 Trade names 4.7 2,100 (216 ) 1,884 ā ā ā Total 5.6 $ 109,882 $ (21,635 ) $ 88,247 $ 23,782 $ (13,038 ) $ 10,744 The following table presents future amortization of the Companyās finite-lived intangible assets at December 31, 2021: 2022 $ 18,549 2023 17,091 2024 14,571 2025 13,405 2026 9,988 Thereafter 14,643 Total $ 88,247 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Financial Statements Details | NOTE 8. CONSOLIDATED FINANCIAL STATEMENTS DETAILS Consolidated Balance Sheets Details Cash and cash equivalents As of December 31, 2021 and December 31, 2020, the Company had cash and cash equivalents of $254,722 and $114,817, respectively, including $66,401 and $40,052, respectively, of cash received from advertising customers and content licensees for future payments to vendors. Accounts Receivable, Net Accounts receivable consisted of the following: As of December 31, December 31, 2021 2020 Accounts receivable ā (1) $ 21,347 $ 14,916 Accounts receivable ā (2) 59,568 ā Accounts receivable ā 4,926 1,868 85,841 16,784 Less: allowance for doubtful accounts (778 ) (118 ) Accounts receivable, net $ 85,063 $ 16,666 (1) ( 2 ) Accounts receivable ā Software Products & Services reflects the amounts due from the Companyās PandoLogic customers . Property, Equipment and Improvements, Net Property, equipment and improvements consisted of the following: As of December 31, December 31, 2021 2020 Property and equipment $ 4,262 $ 2,365 Leasehold improvements 167 2,899 4,429 5,264 Less: accumulated depreciation (2,873 ) (2,910 ) Property, equipment and improvements, net $ 1,556 $ 2,354 Depreciation expense was $538 and $1,025 for the years ended December 31, 2021 and 2020, respectively. During 2021, primarily in connection with the sublease of its former corporate office space located in Costa Mesa, California, the Company wrote-off approximately $3,852 in property and equipment and leasehold improvements and recorded a net loss on disposal of $1,894. During the year ended December 31, 2020, the Company disposed of $34 in property, equipment, and improvements and recorded a $10 loss on disposal. Accounts Payable Accounts payable consisted of the following: As of December 31, December 31, 2021 2020 Accounts payable ā (1) $ 23,613 $ 14,688 Accounts payable ā 23,098 944 Total $ 46,711 $ 15,632 (1) Consolidated Statements of Operations and Comprehensive Loss Details Revenue Revenue for the periods presented were comprised of the following: Year Ended December 31, 2021 2020 Commercial Enterprise $ 111,274 $ 54,557 Government & Regulated Industries 4,031 3,151 Total revenue $ 115,305 $ 57,708 In the third quarter of fiscal year 2021, the Company realigned its 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 PandoLogic customers; and (2) Government & Regulated Industries, 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 PandoLogicās talent acquisition 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 content licensing customers and advertising agency customers and related services. The tables below illustrate the presentation of our revenues based on the above definitions: Year Ended December 31, 2021 Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services (1) $ 55,484 $ 4,031 $ 59,515 Managed Services Advertising 40,800 ā 40,800 Content Licensing 14,990 ā 14,990 Total Managed Services 55,790 ā 55,790 Total Revenue $ 111,274 $ 4,031 $ 115,305 ( 1 ) Software Products & Services consists of aiWARE revenues of $21,200 as well as PandoLogic revenues of $38,315 Year Ended December 31, 2020 Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services $ 10,712 $ 3,151 $ 13,863 Managed Services Advertising 31,550 ā 31,550 Content Licensing 12,295 ā 12,295 Total Managed Services 43,845 ā 43,845 Total Revenue $ 54,557 $ 3,151 $ 57,708 Other Expense, Net Other expense, net for the periods presented was comprised of the following: Year Ended December 31, 2021 2020 Interest (expense) income, net $ (538 ) $ 85 Change in fair value of warrant liability ā (200 ) Other (62 ) (12 ) Other expense, net $ (600 ) $ (127 ) |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9. COMMITMENTS AND CONTINGENCIES Leases The Company leases facilities under operating lease arrangements expiring at various years through fiscal 2024. Certain of the Companyās 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 āSubleaseā) with a third party (the āSubtenantā), 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 āLeaseā). 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 year ended December 31, 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, $1,211 loss on sublease, and $262 in initial direct costs. On December 8, 2021, the Company signed an office lease (the āLeaseā) pursuant to which the Company will lease office space located at 5921 California Avenue, Irvine, California, consisting of approximately 13,437 square feet. The Lease agreement is between the Company and Cloudvirga, Inc. (the āSublessorā), subject to the written consent of the Landlord to the Sublessorās original lease. The term of the Lease will commence on January 1, 2022 and will continue through December 31, 2023. Pursuant to the Lease, the Company will pay to the Sublessor base rent in an amount of $27 per month, with rent abated during the second month of the term. While the Lease had not yet commenced during the year ending December 31, 2021, because the Lease was signed in 2021 the payments for the Lease are included within our future minimum lease payments below. As of December 31, 2021, future minimum lease payments were as follows: 2022 2,532 2023 2,091 2024 1,730 Total minimum payments $ 6,353 As of December 31, 2021, minimum sublease rental income to be received in the future under noncancelable subleases was approximately $3,402. The total rent expense for all operating leases was $4,668 and $2,987 for the years ended December 31, 2021 and 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 years ended December 31, 2021 and 2020, the Company recorded a $516 liability and a $1,036 liability, 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 managementās opinion, individually or in the aggregate, would have a material adverse effect on the Companyās results of operations, financial position or cash flows. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10. STOCKHOLDERSā EQUITY December 2020 Common Stock Offering In December 2020, the Company completed an offering of its common stock, pursuant to which the Company sold an aggregate of 3,450,000 shares of common stock (which included the full exercise of the underwritersā option to purchase additional shares) at a price of $18.50 per share, for aggregate net proceeds of approximately $59,771 after deducting underwriting discounts and commissions and offering costs of approximately $4,054. Other Common Stock Transactions In 2021 and 2020, the Company issued an aggregate of 1,176,984 and 482,417 shares of its common stock, respectively, in connection with the exercise of stock options, grants of restricted stock awards and vesting of restricted stock units (net of forfeitures of restricted stock) under its stock incentive plans, and purchases under its Employee Stock Purchase Plan (the āESPPā). In June 2018, the Company entered into an Equity Distribution Agreement with JMP Securities as sales agent, pursuant to which it could offer and sell, from time to time, through JMP Securities, shares of its common stock having an aggregate offering price of up to $50,000. In 2020 and 2019, the Company issued an aggregate of 1,491,317 and 5,205,430 shares of its common stock, respectively, which were sold pursuant to the Equity Distribution Agreement. In 2020 and 2019, the Company received net proceeds from such sales of $5,986 and $24,373 after deducting expenses of $291 and $756, respectively. The Company voluntarily terminated the Equity Distribution Agreement in January 2021. In 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 23,050 shares of its common stock upon exercises of warrants to purchase an aggregate of 26,000 shares of its common stock, which were effected on a net exercise basis without cash payment of the exercise price. In 2020, the Company issued 154,311 shares of its common stock upon the exercise of warrants for an aggregate exercise price of $2,100, and issued an aggregate of 442,126 shares of common stock upon exercises of warrants to purchase an aggregate of 813,400 shares of common stock, which were effected on a net exercise basis without cash payment of the exercise price. In 2021 and 2020, the Company issued 15,828 and 12,100 shares In September 2018, the Company acquired all of the outstanding capital stock of Machine Box, Inc. (āMachine Boxā). The purchase consideration for the acquisition was comprised of the initial consideration paid at closing and additional contingent amounts that were payable if Machine Box achieved certain technical development and integration milestones within 12 months after the closing of the acquisition, and 80% of such consideration was payable by issuance of shares of the Companyās common stock to the former stockholders of Machine Box. In 2020, the Company issued an aggregate of 105,898 shares of common stock to the former stockholders of Machine Box, representing all of the shares previously held back from issuance by the Company with respect to the initial consideration and the additional contingent consideration. In 2020, 9,552 shares of common stock, which represented a portion of the consideration for the Companyās acquisition of Wazee Digital, Inc. (āWazeeā) in 2018 that was previously deposited in a third-party escrow account to secure certain indemnification obligations of the former stockholders of Wazee Digital, were returned to the Company and cancelled in connection with the resolution of a claim for indemnification made by the Company. Common Stock Warrants As discussed in Note 6 and above, in 2020, the Company issued warrants to purchase an aggregate of 450,000 shares of the Companyās common stock and warrants to purchase an aggregate of 967,711 shares of common stock were exercised in 2020. The table below summarizes the warrants outstanding at December 31, 2021: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.6088 145,945 April 2018 5 $ 11.73 20,000 April 2020 Performance Warrant 3.7 $ 3.01 330,667 496,612 The table below summarizes the warrants outstanding at December 31, 2020: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.6088 313,440 April 2018 5 $ 11.73 20,000 April 2020 Compensation Warrant 1.7 $ 3.01 50,000 April 2020 Performance Warrant 3.7 $ 3.01 396,000 779,440 |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | NOTE 11. STOCK PLANS 2014 Stock Incentive Plan In 2014, the Companyās Board of Directors and stockholders approved and adopted the 2014 Stock Option/Stock Issuance Plan (the ā2014 Planā), which was amended in March 2015, October 2016 and April 2017. Under the 2014 Plan, incentive stock options, nonstatutory stock options, restricted stock and restricted stock units may be granted to eligible employees, directors and consultants. The Companyās Board of Directors resolved not to make any further awards under the 2014 Plan following the completion of the Companyās IPO. The 2014 Plan will continue to govern all outstanding awards granted thereunder. 2017 Stock Incentive Plan In April 2017, the Companyās Board of Directors and stockholders approved and adopted the 2017 Stock Incentive Plan (the ā2017 Planā), which became effective on May 11, 2017. Under the 2017 Plan, incentive stock options, nonstatutory stock options, stock appreciation rights, stock awards and restricted stock units may be granted to employees, non-employee directors, consultants and advisors. Awards granted under the 2017 Plan may be subject to time-based and/or performance-based vesting conditions. The Company had initially reserved 2,000,000 shares of its common stock for issuance under the 2017 Plan. The share reserve increases automatically on the first trading day of January each calendar year by an amount equal to 3% of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to an annual maximum of 750,000 shares. As of December 31, 2021, an aggregate of 97,797 shares of common stock were available for future grant under the 2017 Plan. 2018 Performance-Based Stock Incentive Plan In June 2018, the Companyās stockholders approved the Companyās 2018 Performance-Based Stock Incentive Plan (the ā2018 Planā), and approved grants under the 2018 Plan of nonstatutory stock options, having performance-based vesting conditions tied to the future achievement of stock price milestones by the Company (each, a āPerformance Optionā), to the Companyās Chief Executive Officer for 1,809,900 shares (the āCEO Awardā) and to the Companyās President for 1,357,425 shares (the āPresident Awardā). In May 2018, the CEO Award and the President Award had been approved by a special committee of the Board of Directors of the Company (the āSpecial Committeeā), and the 2018 Plan had been approved by the Companyās Board of Directors, subject to stockholder approval. The 2018 Plan allows the Company to grant Performance Options to its executive officers and other employees as an incentive for them to remain in service with the Company and to further align their interests with the interests of the Companyās stockholders. A total of 4,200,000 shares of the Companyās common stock have been authorized for issuance under the 2018 Plan. As of December 31, 2021, 8,798 shares of common stock were available for future grant under the 2018 Plan. Inducement Grant Plan In October 2020, the Companyās Board of Directors adopted the Companyās Inducement Grant Plan. Under the Inducement Grant Plan, nonstatutory stock options, stock appreciation rights, stock awards, restricted stock units and dividend equivalent rights may be granted as Terms of Awards Under Stock Plans The 2014 Plan, 2017 Plan, 2018 Plan and Inducement Grant Plan are collectively referred to herein as the āStock Plans.ā The Stock Plans are administered by the Compensation Committee of the Board of Directors, which determines the recipients and the terms of the awards granted (with the exception of the CEO Award and President Award, which were approved by the Special Committee). All stock options granted under the Stock Plans have exercise prices equal to or greater than the fair market value of the Companyās common stock on the grant date, and expire ten years after the grant date, subject to earlier expiration in the event of termination of the optioneeās continuous service with the Company as further described in each Stock Plan. The vesting of all awards granted under the Stock Plans is generally subject to the awardeeās continuous service with the Company, with certain exceptions, as further described in each Stock Plan. The Company has granted to employees, non-employee directors and consultants awards of stock options, restricted stock and restricted stock units that are subject to time-based vesting conditions. The time-based stock options that have been granted to employees and consultants generally vest over a period of four years ( with the exception of certain stock options granted to the Companyās Chief Executive Officer and President in 2017, which vested over a period of three years , and certain other limited exceptions). Restricted stock units that have been awarded to employees generally vest over periods of one to two years . The restricted stock units awarded to members of the Companyās Board of Directors under the automatic grant program provisions of the 2017 Plan generally vest over a period of one year . The Company has also granted Performance Options under the 2018 Plan, the 2017 Plan and the Inducement Grant Plan. All such Performance Options become exercisable in three equal tranches based on the achievement of specific stock price milestones for the Companyās common stock. These stock price milestones were amended in August 2020 with respect to substantially all of the Performance Options outstanding at such time, as discussed below. For each tranche to become exercisable, the closing price per share of the Companyās common stock must meet or exceed the applicable stock price target for a period of 30 consecutive trading days. In the first quarter of 2021, the Company achieved all of the stock price milestones and, accordingly, substantially all of the then-outstanding Performance Options have vested in full. Modifications to Performance-Based Stock Options In August 2020, the disinterested members of the Board of Directors of the Company adopted certain amendments (the āAmendmentsā) to the Companyās 2018 Plan, and to the then outstanding Performance Options granted under the 2018 Plan and the 2017 Plan. Such Amendments were approved by the Companyās stockholders at the Companyās annual meeting of stockholders held on July 24, 2020. The Amendments include (i) amendment of the stock price milestones applicable to the Performance Options, and (ii) reduction of the exercise prices of the Performance Options held by the Companyās Chief Executive Officer and the Companyās President, which resulted in a modification of the Performance Options. The Company values the Performance Options using a Monte Carlo simulation model. A fair value per share and a derived service period is determined for each of the three equal tranches of each Performance Award. The Company determined the fair values and the new derived service periods of the modified awards as of the date of modification and the fair values of the original awards immediately before the modification. The amount of incremental compensation expense resulting from the modification of each award is equal to the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. The total The assumptions used in the Monte Carlo simulation model for computing the fair values of the Performance Options on the August 2020 modification date and immediately before the modification are set forth in the table below: Amendment date stock price $ 8.83 Expected volatility 80 % Risk-free interest rate 0.6 % Expected dividend yield ā % Cost of equity 12 % Stock-based Compensation The Company recognizes stock-based compensation expense for awards granted under the Stock Plans ratably over the requisite service period. For awards subject to time-based vesting conditions, the service period is generally the vesting period. For Performance Options, a derived service period is estimated for each tranche under the Monte Carlo simulation model. The Company also recognizes stock-based compensation expense related to the Companyās ESPP ratably over each purchase interval. The Company has also issued shares of common stock to consultants in exchange for services under separate agreements outside of the Stock Plans. These share-based payment transactions are measured based on the fair value of the common stock issued and are recognized in the period in which the services are rendered. The fair values of time-based stock options granted under the Stock Plan s and purchase rights under the ESPP are determined as of the grant date using the Black-Scholes -Merton option-pricing model. The assumptions used in calculating the fair values of time-based stock options granted during the years ended December 31, 2021 and 2020 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2021 2020 Expected term (in years) 5.5 - 6.1 6.0 - 6.1 Expected volatility 80% - 83% 68% - 83% Risk-free interest rate 0.6% - 1.4% 0.4% - 1.2% Expected dividend yield ā ā The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2021 and 2020 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2021 2020 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 67% - 119% 65% - 130% Risk-free interest rate 0.1 % 0.1% - 1.5% Expected dividend yield ā ā The Company values Performance Options using a Monte Carlo simulation model. A fair value per share is determined for each of the three equal tranches of each Performance Option. No Performance Options were granted during the year ended December 31, 2021. The assumptions used in the Monte Carlo simulation model for computing the grant date fair values of the Performance Options granted during the year ended December 31, 2020 are set forth in the table below: Year Ended December 31, 2020 Grant date stock price $ 11.10 Dividend yield ā % Risk-free interest rate 0.8 % Estimated volatility 85 % The stock-based compensation expense by type of award and by operating expense grouping are presented below: Year Ended December 31, 2021 2020 Stock-based compensation expense by type of award: Restricted stock units $ 19,088 $ 5,560 Restricted stock awards 19 181 Machine Box contingent common stock issuances ā (37 ) Performance-based stock options 16,315 8,480 Stock options 3,720 4,767 Employee stock purchase plan 423 493 Common stock issued for services 500 95 Total $ 40,065 $ 19,539 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 116 ā Sales and marketing 1,716 889 Research and development 3,217 1,046 General and administrative 35,016 17,604 $ 40,065 $ 19,539 Stock Plan Activity Restricted Stock Awards The Companyās restricted stock award activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 ā $ ā Granted 581 $ 32.33 Vested (581 ) $ 32.33 Unvested at December 31, 2021 ā As of December 31, 2021, there was no unrecognized compensation cost related to restricted stock awards. Stock awards with respect to a total of 581 shares of common stock were granted during the year ended December 31, 2021, which were fully vested upon grant. The fair values of restricted stock awards that vested during the year ended December 31, 2021 totaled $19. Stock awards with respect to a total of 6,903 shares of common stock were granted during the year ended December 31, 2020, which were fully vested upon grant. The fair values of restricted stock awards that vested during the year ended December 31, 2020 totaled $238. Restricted Stock Units The Companyās restricted stock units activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 829,124 $ 11.53 Granted 896,329 $ 33.33 Forfeited (34,618 ) $ 39.00 Vested (804,374 ) $ 11.47 Unvested at December 31, 2021 886,461 $ 32.56 As of December 31, 2021, total unrecognized compensation cost related to restricted stock units was $14,324, which is expected to be recognized over a period of 2.6 years. The weighted average grant date fair values per share of restricted stock units granted in the years ended December 31, 2021 and 2020 were $33.33 and $10.94, respectively. The fair values of restricted stock units vested during the years ended December 31, 2021 and 2020 totaled $18,886 and $2,519, respectively. Performance Options The activity related to Performance Options for the year ended December 31, 2021 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 (373,041 ) $ 5.77 Forfeited (12,552 ) $ 5.92 Expired (13,986 ) $ 5.41 Outstanding at December 31, 2021 3,834,441 $ 11.05 6.51 years $ 438,278 Exercisable at December 31, 2021 3,834,441 $ 11.05 6.51 years $ 438,278 During 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. The aggregate intrinsic value of the options exercised during the year ended December 31, 2021 was $8,288. 2021. The weighted average grant date fair values per share of Performance Options granted during the year ended December 31, 2020 was $7.36. No performance-based stock options vested during the year ended December 31, 2020. Stock Options The activity related to all other stock options for the year ended December 31, 2021 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 848,955 $ 28.18 Exercised (515,807 ) $ 9.58 Forfeited (220,109 ) $ 17.45 Expired (4,501 ) $ 7.48 Outstanding at December 31, 2021 5,508,608 $ 15.10 6.23 years $ 45,262 Exercisable at December 31, 2021 4,207,518 $ 13.71 5.62 years $ 36,982 The weighted average grant date fair values per share of stock options granted in the years ended December 31, 2021 and 2020 were $18.64 and $4.69, respectively. The aggregate intrinsic values of the options exercised during the years ended December 31, 2021 and 2020 were $10,145 and $2,238, respectively. The total grant date fair values of stock options vested during the years ended December 31, 2021 and 2020 were $2,665 and $5,205, respectively. At December 31, 2021, total unrecognized compensation expense related to stock options was $14,831 and is expected to be recognized over a weighted average period of 3.3 years. The aggregate intrinsic values in the tables above represent the difference between the fair market value of the Companyās common stock and the average option exercise price of in-the-money options multiplied by the number of such options. Employee Stock Purchase Plan In April 2017, the Companyās Board of Directors and stockholders approved and adopted the ESPP, which became effective on May 11, 2017. The ESPP is administered by the Compensation Committee of the Board of Directors and is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. Under the ESPP, each offering period is generally 24 months with four, six-month purchase intervals, and new offering periods generally commence every six months, as determined by the Compensation Committee of the Board of Directors. The purchase price for shares of the Companyās common stock under the ESPP will be established by the plan administrator prior to the start of the offering period, but will not be less than 85% of the lower of the fair market value of the Companyās common stock on (i) the first day of the offering period and (ii) the purchase date. Each purchase right granted to an employee will provide an employee with the right to purchase up to 1,000 shares of common stock on each purchase date within the offering period, subject to an aggregate limit of 200,000 shares purchased under the ESPP on each purchase date, and subject to the purchase limitations in each calendar year under Section 423 of the Internal Revenue Code. The Company had initially reserved 1,000,000 shares of its common stock for issuance under the ESPP. The share reserve increases automatically on the first trading day of January each calendar year by an amount equal to 1% of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to an annual maximum of 250,000 shares. The ESPP contains a reset provision, which provides that, if the Companyās stock price on any purchase date under an offering period is less than the stock price on the start date of that offering period, then all employees participating in that offering period will be automatically transferred to the new offering period starting on the next business day following such purchase date, so long as the stock price on that start date is lower than the stock price on the start date of the offering period in which they are enrolled. This reset feature was triggered under the ESPP on February 1, 2019 and February 1, 2020. These resets constituted modifications pursuant to the guidance in ASC 718, Stock Based Compensation Employee payroll deductions accrued under the ESPP as of December 31, 2021 and 2020 totaled $282 and $135, respectively. During the years ended December 31, 2021 and 2020, a total of 135,636 and 126,550 shares of common stock were purchased under the ESPP at a weighted average purchase price of $6.77 and $1.90, respectively. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 12. PROVISION FOR INCOME TAXES The components of the Companyās loss before the provision for income taxes consisted of the following: Year Ended December 31, 2021 2020 United States of America $ (88,092 ) $ (47,831 ) Foreign 20,243 31 Total $ (67,849 ) $ (47,800 ) The provision for income taxes consisted of the following for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Current Federal $ 249 $ ā State 99 70 Foreign 2,988 6 Total current provision 3,336 76 Deferred Federal (10,549 ) (11,573 ) State (6,197 ) (4,532 ) Foreign (520 ) ā Change in valuation allowance 16,674 16,105 Total deferred benefit (592 ) ā Total provision for income taxes $ 2,744 $ 76 A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 9.37 9.36 Foreign rate differential 3.54 ā Global intangible low-taxed income (6.84 ) ā Stock-based compensation 6.47 1.49 Earn-out revaluation (7.08 ) ā Meals, entertainment and other (5.92 ) 1.68 Change in valuation allowance (24.58 ) (33.69 ) (Provision for) benefit from income taxes (4.04 )% (0.16 )% The significant components of the Companyās deferred income tax assets and liabilities as of December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Net operating loss carryforwards $ 55,385 $ 44,711 Stock-based compensation 21,003 15,866 Accrued expenses 1,146 2,352 Research credits 4,632 3,193 Other 669 518 Total gross deferred tax assets 82,835 66,640 Valuation allowance (81,784 ) (65,110 ) Total deferred tax assets 1,051 1,530 Other - fixed assets and intangibles (589 ) (1,530 ) Acquired intangibles (11,367 ) ā Total deferred tax liabilities (11,956 ) (1,530 ) Net deferred tax liabilities $ (10,905 ) $ ā The Company has evaluated the available positive and negative evidence supporting the realization of its gross deferred tax assets, including its cumulative losses, and the amount and timing of future taxable income, and has determined it is more likely than not that certain historical U.S. federal and state deferred tax assets will not be realized. Accordingly, the Company recorded a valuation allowance as of December 31, 2021 and 2020 against these deferred tax assets. The change in the valuation allowance for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Valuation allowance, at beginning of year $ 65,110 $ 49,005 Increase in valuation allowance 16,674 16,105 Valuation allowance, at end of year $ 81,784 $ 65,110 As of December 31, 2021, the Company has federal and state income tax net operating loss carryforwards of approximately $217,754 and $135,075, respectively. The U.S. federal and state net operating losses are projected to expire beginning in 2034 and 2022, respectively, unless previously utilized. Net federal operating loss carryforwards generated after January 1, 2018 may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. In addition, the Company had federal and state research and development credit carryforwards of approximately $3,636 and $2,545, respectively, as of December 31, 2021. The federal research and development credit will begin to expire in 2036 if unused and the state research and expenditure credit may be carried forward indefinitely. Utilization of the Company's U.S. net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization In connection with our acquisition of PandoLogic in September 2021, we recorded a net deferred tax liability primarily related to acquired non-goodwill intangible fair value in excess of tax basis. No valuation allowance is recorded against acquired PandoLogic deferred tax assets as it is more likely than not they will be utilized to offset future taxable income. In August 2021, PandoLogic obtained the approval for the Israeli Preferred Technology Enterprise (āPTEā) status which provides beneficial tax treatment for Israeli companies engaged in R&D activities that own the intellectual property rights . Under PTE status, Israeli tax rate is reduced from the 23% statutory rate to a 12% beneficial rate. This arrangement is scheduled to expire in December 2025 and is subject to certain conditions which we have complied with during 2021. The effect of this tax incentive arrangement reduced our income tax provision, as compared to the statutory rate, by $2,257 in 2021. The Company continues to permanently reinvest its foreign cumulative earnings in its foreign subsidiaries and has not recorded any provision for deferred income taxes on the undistributed earnings. In accordance with the U.S. global intangible low-taxed income (āGILTIā) provisions, U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiaryās tangible assets. account for the GILTI tax in the period in which it is incurred, and therefore have not provided any deferred tax impacts of GILTI in our consolidated financial statements. At December 31, 2021 and 2020, the Company had approximately $1,111 and $720, respectively, of unrecognized tax benefits netted against its deferred tax assets within other assets, none of which would impact the Companyās effective tax rate if recognized due to the valuation allowance. If recognized, $1,015 would result in a deferred tax asset for tax attribute carryforwards, which is expected to require a full valuation allowance based on present circumstances. The Company estimates that none of its unrecognized tax benefits will materially change within the next twelve months. Amounts accrued for interest and penalties related to uncertain tax positions were not material for any period presented. A reconciliation of the unrecognized tax benefits from January 1, 2020 to December 31, 2021 is as follows: Year Ended December 31, 2021 2020 Unrecognized tax benefits as of January 1 $ 720 $ ā Gross increase for tax positions of prior years ā 470 Gross increase for tax positions of current year 391 250 Unrecognized tax benefits balance at December 31 $ 1,111 $ 720 The Company is subject to taxation in the United States, Israel, the United Kingdom, and various U.S. states. Due to our tax loss carryovers in some jurisdictions, certain U.S. federal tax returns and state tax returns are open for examination since inception. The Israeli statute of limitations period is generally three years commencing at the end of the year in which the return was filed. The Company is not currently under examination from income tax authorities in the jurisdictions in which the Company does business. On March 27, 2020, the U.S federal government enacted the Coronavirus Aid, Relief and Economic Security Act (the āCARES Actā). The CARES Act is an emergency economic stimulus package in response to the coronavirus outbreak which, among other things, contains numerous income tax provisions. Some of these tax provisions are effective retroactively for years ended before the date of the enactment. The provisions of the CARES Act did not materially impact the Company's tax position. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13. RELATED PARTY TRANSACTIONS There were no related party transactions as of or during the years ended December 31, 2021 and 2020. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS On March 1, 2022, the Company closed the acquisition of a talent agency that manages social media influencers. Consideration at close was made up of $1.5 million in cash, $2.0 million in stock and deferred cash payments and earnout consideration totaling up to $7.5 million. |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (āGAAPā) and the rules and regulations of the Securities and Exchange Commission (the āSECā). The consolidated financial statements include the accounts of Veritone, Inc. and all of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. |
Reclassifications | Reclassifications Certain reclassifications to other assets have been made to prior year amounts for consistency and comparability with the current yearās financial statement presentation. These reclassifications had no effect on the reported total assets and liabilities. |
Liquidity and Capital Resources | Liquidity and Capital Resources During 2021 and 2020, the Company generated cash flows from operations of $7,234 and $1,433, respectively, and incurred net losses of $70,593 and $47,876, respectively. Also, the Company had an accumulated deficit of $350,958 as of December 31, 2021. Historically, the Company has satisfied its capital needs with the net proceeds from its sales of equity securities, its issuance of convertible debt, and the exercise of common stock warrants. In 2021, the Company completed an offering of its convertible senior notes for aggregate net proceeds of $194,946 including $6,304 in debt issuance costs, used $18,616 of those net proceeds to purchase the capped call transactions related to the convertible senior notes, received net proceeds of $7,905 from the issuance of common stock under the Companyās employee stock plans and $2,279 from the exercise of common stock warrants. In 2022, driven by 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 Companyās existing balances of cash and cash equivalents, which totaled $254,722 as of December 31, 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to 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 Annual Report on Form 10-K. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
Business Combinations | Business Combinations The results of a business acquired in a business combination are included in the Companyās consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values as of the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. |
Cash Equivalents | Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. |
Accounts Receivable and Expenditures Billable to Clients | Accounts Receivable and Expenditures Billable to Clients Accounts receivable consist primarily of amounts due from the Companyās clients and customers under normal trade terms. Allowances for uncollectible accounts are recorded based upon a number of factors that are reviewed by the Company on an ongoing basis, including historical amounts that have been written off, an evaluation of current economic conditions, and an assessment of customer creditworthiness. Judgment is required in assessing the ultimate realization of accounts receivable. The amounts due from clients based on costs incurred or fees earned that have not yet been billed to advertising clients are reflected as expenditures billable to clients in the accompanying consolidated balance sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: ā¢ Level 1 ā quoted prices (unadjusted) in active markets for identical assets or liabilities; ā¢ Level 2 ā 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 ā¢ Level 3 ā unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market. The Companyās stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants are recorded within other accrued liabilities and equity in the Companyās consolidated balance sheets as of December 31, 2021 and 2020. The warrants have been recorded at their fair values using a probability weighted expected return model or Black-Scholes-Merton option pricing model. These models incorporate contractual terms and assumptions regarding expected term, risk-free rates and volatility. The value of the Companyās stock warrants would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companyās management with the assistance of a third-party valuation specialist. The Companyās contingent consideration is categorized as Level 3 within the fair value hierarchy. Contingent consideration is recorded within contingent consideration, current and contingent consideration, non-current in the Companyās consolidated balance sheets as of December 31, 2021. The contingent consideration has been recorded at its fair values using a Monte Carlo simulation option pricing framework. These models incorporate contractual terms and assumptions regarding financial forecasts for PandoLogic, discount rates, and volatility of forecasted revenue. The value of the Companyās contingent consideration would increase if a lower discount rate was used and would increase if a higher discount rate was used. Similarly, a higher revenue volatility assumption would increase the value of the contingent consideration, and a lower revenue volatility assumption would decrease the value of the contingent consideration. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Companyās management with the assistance of a third-party valuation specialist. The Companyās senior convertible notes are categorized as Level 2 within the fair value hierarchy based on quoted prices in markets that are not active, given that few of the senior convertible notes have been traded since issuance in November 2022. The Company has determined that the carrying value of the senior convertible notes approximates fair value as of December 31, 2021 due to the issuance at fair value occurring in close proximity to the period measured. The Companyās other financial instruments consist primarily of cash, accounts receivable and accounts payable. The Company has determined that the carrying values of these financial instruments approximate fair value for the periods presented due to their short-term nature and the relatively stable current interest rate environment. |
Long-Term Restricted Cash | Long-Term Restricted Cash Long-term restricted cash consists primarily of collateral required as security for the Companyās corporate credit cards. |
Property, Equipment and Improvements | Property, Equipment and Improvements Property, equipment and improvements are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred. Major improvements enhancing the function and/or useful life of the related assets are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives (or lease term, if shorter) of the related assets. At the time of retirement or disposition of these assets, the cost and accumulated depreciation or amortization are removed from the accounts and any related gains or losses are recorded in the Companyās statement of operations and comprehensive loss. The useful lives of property, equipment and improvements are as follows: ā¢ Property and equipment ā 3 years ā¢ Leasehold improvements ā 5 years or the remaining lease term, whichever is shorter The Company assesses the recoverability of property, equipment and improvements whenever events or changes in circumstances indicate that their carrying value may not be recoverable. No property, equipment and improvements were impaired in the periods presented. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets include acquired developed technology, licensed technology, customer relationships, noncompete covenants, and trademarks and tradenames. Intangible assets are amortized on a straight-line basis over the applicable amortization period as set forth below. The amortization periods for intangible assets are as follows: ā¢ Developed technology ā 4 to 5 years ā¢ Customer relationships ā 5 to 7 years ā¢ Noncompete agreements ā 3 to 4 years ā¢ Trademarks and trade names ā2 to 5 years ā¢ Licensed technology ā lesser of the term of the agreement, or the estimated useful life Intangible asset amortization expense is recorded in amortization on the consolidated statements of operations and comprehensive loss. |
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long-Lived Assets Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. The Companyās annual impairment test is performed during the second quarter. In assessing goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that the fair value of a reporting unit is less than its carrying amount. The Companyās qualitative assessment of the recoverability of goodwill considers various macro-economic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Companyās financial performance; or (iv) a sustained decrease in the Companyās market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of such reporting unit is less than its carrying amount, then a quantitative analysis is unnecessary. However, if the Company concludes otherwise, or if it elects to bypass the qualitative analysis, then it is required to perform a quantitative analysis that compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, a goodwill impairment loss is recognized for the lesser of: (a) the amount that the carrying amount of a reporting unit exceeds its fair value; or (b) the amount of the goodwill allocated to that reporting unit. The Company reviews long-lived assets to be held and used, other than goodwill, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared with the assetās carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value. No impairment of goodwill or long-lived assets was recorded for the years ended December 31, 2021 and 2020. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under its contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers The Company recognizes revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company follows a five-step process to determine revenue recognition, as follows: ā¢ Identifies the contract(s) with a customer; ā¢ Identifies the performance obligations in the contract; ā¢ Determines the transaction price; ā¢ Allocates the transaction price to the performance obligations in the contract; and ā¢ Recognizes revenue when (or as) performance obligations are satisfied. The Company enters into contracts with customers that may include promises to transfer multiple services. The Company evaluates these services to determine whether they represent distinct, separately identifiable performance obligations that should be accounted for separately or as a single performance obligation. For contracts containing multiple performance obligations, to meet the allocation objective of Topic 606, the Company allocates the transaction price to each performance obligation on a relative standalone selling price (āSSPā) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. For certain arrangements, the determinations regarding whether a contract contains multiple performance obligations and, if so, the SSP of each performance obligation, may require judgment by management. Software Products & Services Revenues aiWARE Revenues The Company has agreements with its customers under which it provides customers with access to and use the Companyās aiWARE and digital content management platforms. Under most agreements, the Company provides access to the platform, specified applications and associated data ingestion, hosting and/or processing services, and standard user support. Fees for these services typically take the form of a fixed monthly subscription fee, with certain contracts specifying usage-based fees for data processing services in excess of the data processing services included as part of such subscription services. Fees for excess usage-based data processing services are accounted for as variable consideration. In certain cases, the fixed monthly subscription fee may adjust during each monthly period of the contract based on changes in the monthly volume of services, at the rates established in the contract. These contracts typically have terms ranging from one to three years, with renewal options, and do not contain refund-type provisions. All significant services provided as part of these subscription arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term (collectively, the āsubscription servicesā). The fixed subscription fees are recognized as revenue over the contract term using the output method of passage of time, as this best depicts the pattern of control transfer. If a portion of the term of a contract is cancellable, the Company determines the transaction price for, and recognizes revenue ratably over, the non-cancellable portion of the term of the contract. In certain SaaS arrangements with broadcasters, the fees for subscription services are paid by broadcasters with advertising inventory that is provided to and monetized by the Company. The Company recognizes revenue for these arrangements based on the estimated fair value of the advertising inventory. The Company also makes data processing, storage and transfer services available to customers through its aiWARE and digital content management platforms under usage-based arrangements with no minimum fees, either separately or in addition to subscription services as described above. Fees are charged for actual usage of such services at the rates specified in the contract for each particular service. Each of these distinct services represents an individual performance obligation. When sold in connection with subscription services, the Company considers the allocation guidance of Topic 606. Variable consideration for usage-based data processing, storage and transfer services is recognized in the month in which it is earned, as the payment terms relate to a specific outcome (amount of data processed, stored or transferred) of delivering the distinct time increment (the month) of services, and represents the fees to which the Company expects to be entitled for providing the services, and allocating the variable fees in this way is consistent with the allocation objective of Topic 606. The Company also enters into software license agreements with customers under which the Company provides software representing an on-premises deployment of its aiWARE platform or components thereof. Under these license agreements, the customer is responsible for the installation and configuration of the software in the customer-controlled environment. The Company recognizes the license fees as revenue under these agreements at the time that the software is made available by the Company for download by the customer. The Company typically invoices its aiWARE SaaS customers for subscription services monthly, for on-premises software at the time the software is made available for download by the customer, and for professional services either monthly or in accordance with an agreed upon invoicing schedule. Invoices are typically due and payable within 30 days following the date of invoice. Amounts that have been invoiced are recorded in revenue or in deferred revenue, depending on whether transfer of control to customers of the promised services has occurred. PandoLogic Revenues The Company generates Managed Services Revenues Advertising Revenues The Companyās advertising services consist primarily of placing advertisements for clients with media vendors, including broadcasters, podcasters and digital media providers. Under the most common billing arrangements, the Company bills and collects the gross cost of the advertisement it places, less any discounts negotiated with its client from the media vendorās standard agency fee. The Company then remits to the media vendor the gross amount less the standard agency fee. The amount billed to the client, less the amount payable to the media vendor, represents the Companyās fees and is recognized as revenue. All significant services performed by the Company under its contracts with advertising clients in conjunction with media placements, including planning and placing media and verifying that advertisements have aired, represent a single performance obligation as such services are highly interrelated. The Companyās fee, which represents the transaction price, is recognized as revenue at a point in time when the advertisement is aired, which is the point at which the Company has an enforceable right to payment of its fees. The Companyās clients may be required to make a deposit or prepay the gross costs of advertisements, including the Companyās fees. Such amounts are reflected as accrued media payments on the Companyās consolidated balance sheets until all revenue recognition criteria have been met. For certain advertising products, we provide advertisers with the opportunity to reach unique ad units and markets. Leveraging our aiWARE platform to programmatically manage clearance, verification and analysis of advertising performance, we create marketable advertising products through the curation of our broadcaster and influencer networks. We receive fees from advertisers or resellers as consideration for combined software and services performed by us. The amount expected to be received from the advertiser or through the reseller represents our fees which are recognized when our services are transferred to the customer. The Company concluded that it is the principal in delivering these products to customers and as a result reports revenue on a gross basis. Licensing Revenues The Company has agreements with third-party owners of digital assets pursuant to which the Company licenses those assets to customers and remits royalties to the content owners. In licensing such third-party digital assets, the Company hosts public and private content libraries on the Companyās platform to enable customers to view and search for digital assets to be licensed, establishes and negotiates with customers the scope and term of, and the prices for, licenses to those digital assets, and makes the licensed digital assets available to the end-customers. The Company is considered the principal under most agreements that have this range of services due to obtaining control prior to transfer of the assets, and the Company records the revenue from the customer gross of royalties due to the content owner. In limited cases, the Company does not obtain control prior to transfer of the assets, and accordingly, the Company records revenues net of royalties due to the content owner. The Company licenses digital assets under (i) individual license agreements, pursuant to which the customer licenses a particular digital asset (or set of digital assets) for a specified license fee, and (ii) bulk license agreements, pursuant to which the customer pays a fixed fee to have access to view and search third-party ownersā content and to license a specified number of minutes of that content in each year over the term of the contracts, which typically range from one to three years, with certain contracts specifying usage-based license fees for additional digital assets that may be licensed by the customer. Under individual license agreements, the Company has a single performance obligation, which is to make the licensed digital assets available to the customer, generally by download. The Company recognizes the license fees charged for the digital assets as revenue when the licensed digital assets are made available to the customer. Under bulk license agreements, the Companyās obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making assets selected by the customer available for download, throughout the term of the contract. All of these services are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If the customer selects digital assets in excess of the amount included in the fixed fees under the contract, the Company constrains the variable consideration until the usage occurs and recognizes such usage-based license fees as the digital assets are made available to the customer, consistent with the usage-based royalty accounting of Topic 606. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on managementās assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis, net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company has determined that it acts as the principal in providing all of its services with the exception of certain content licensing services, advertising services and PandoLogic services, where the Company recognizes its fees on a net basis. Remaining Performance Obligations As of December 31, 2021, the aggregate amount of the transaction prices under the Companyās contracts allocated to the Companyās remaining performance obligations was $8,186, approximately 56% of which the Company expects to recognize as revenue over the next twelve months, and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations. Excluded based on this policy are balances related to PandoLogic representing gross purchase orders to be satisfied in less than one year. |
Cost of Revenues | Cost of Revenue Cost of revenue related to the Companyās advertising business consists of production costs relating to advertising content for advertisements placed for clients, and amounts payable to media vendors under revenue sharing arrangements for ad inventory transferred to and monetized by the Company. Cost of revenue related to the Companyās Software Products & Services consists primarily of fees charged by vendors for cloud infrastructure, computing and storage services and cognitive processing services related to the operation of the Companyās platforms. The Companyās arrangements with cloud infrastructure providers typically require fees that are based on computing time, data storage and transfer volumes, and reserved computing capacity. The Company also pays fees to third-party providers of AI models, which are generally based upon the hours of media processed through their models. Cost of revenue related to the Companyās Managed Services include royalties paid to content owners on revenue generated from the Companyās licensing of their content, and fees charged by vendors that provide products and services in support of the Companyās live event services and obtaining of talent and property clearances. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is estimated at the grant date based on the fair value of the award. Prior to the Companyās initial public offering (āIPOā), the fair values of restricted stock awards were estimated at the date of grant by using both the option-pricing method and the probability-weighted expected return method. All restricted stock awards granted prior to the Companyās IPO have vested in full as of the fourth quarter of 2020. Following the Companyās IPO, the fair values of restricted stock and restricted stock unit awards granted by the Company are based on the closing market price of the Companyās common stock on the date of grant. The Company estimates the fair values of stock options having time-based vesting conditions, as well as purchase rights under the Companyās Employee Stock Purchase Plan (āESPPā), using the Black-Scholes-Merton option pricing model. The Companyās performance-based stock options vest if a specified target price for the Companyās common stock is achieved. The Company estimates the fair values of performance-based stock options utilizing a Monte Carlo simulation model, to estimate the date that the specified stock price targets will be achieved (the attainment date), and the Black-Scholes-Merton option pricing model. A fair value is determined for each tranche of such performance-based stock options that is tied to a particular stock price target. Determining the appropriate fair values of stock options and ESPP purchase rights at the grant date requires significant judgment, including estimating the volatility of the Companyās common stock, the expected term of awards, and the derived service periods for each tranche of performance stock options. In determining fair values, the Company estimated volatility based on the historical volatility of its own common stock along with the volatility of the peer group. In calculating estimated volatility, as the number of years of trading history for the Companyās common stock has increased, the volatility of the Companyās common stock has been given a weighting ranging from 25% to 50% and the volatility of the peer group companies has been given a weighting ranging from 75% to 50%, with each peer company weighted equally. The Company will continue utilizing this combination and will periodically adjust the weightings as additional historical volatility data for its own shares of common stock becomes available. The expected term for stock options other than performance-based stock options represents the period of time that stock options are expected to be outstanding and is determined using the simplified method. Under the simplified method, the expected term is calculated as the midpoint between the weighted average vesting date and the contractual term of the options. The expected term for performance-based stock options considers the remaining term of the option after the attainment date and the ratio of the stock price at the attainment date to the option exercise price. The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term of the award. The assumptions used in the Companyās Black-Scholes-Merton option-pricing and Monte Carlo simulation models represent managementās best estimates. These estimates involve inherent uncertainties and the application of managementās judgment. The fair value of stock-based awards (other than performance-based stock options) is amortized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period. For performance-based stock options, expense is recognized over a graded-vesting attribution basis over the period from the grant date to the estimated attainment date, which is the derived service period of each tranche of the award. In recording stock-based compensation expense, the Company accounts for actual forfeitures as they occur and does not estimate forfeitures. If performance options are modified, the fair values and the new derived service periods of the modified awards as of the date of modification and the fair values of the original awards immediately before the modification are determined. The amount of incremental compensation expense resulting from the modification of each award is equal to the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. The incremental compensation expense is recognized over the new derived service period of the modified award. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are primarily included in sales and marketing expenses in the Companyās consolidated statements of operations and comprehensive loss. Advertising and marketing costs include personnel-related costs for sales and marketing resources, |
Research and Development Costs and Software Development Costs | Research and Development Costs and Software Development Costs Research and development costs are expensed as incurred. Costs related to the development of computer software to be sold, leased, or otherwise marketed by the Company in the future are expensed as incurred. The costs of internal-use software that is developed to meet the Companyās needs and will not be marketed externally is subject to capitalization. The company capitalized $413 of software development costs in 2021 and $72 software development costs were capitalized in 2020. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are established for temporary differences between the financial statement carrying amounts and the tax bases of the Companyās assets and liabilities using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The Company assesses the likelihood that the deferred tax assets will be recovered from future taxable income and, if recovery is not more likely than not, the Company establishes a valuation allowance to reduce the deferred tax assets to the amounts expected to be realized. Realization of the deferred tax assets is dependent on the Company generating sufficient taxable income in future years to obtain a benefit from the reversal of temporary differences and from net operating losses. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to determine whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. If the first test is met, then the second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting equity that are excluded from net loss. These consist of foreign currency translation adjustments. |
Segment Information | Segment Information The Company reports segment information based on the internal reporting used by the chief operating decision maker for making decisions and assessing performance as the source of the Companyās reportable segments. As of October 1, 2021, the Company determined that there was a change in the internal reporting for such information reviewed by the chief operating decision maker. As a result, the Company determined that it has one reportable segment. The chief operating decision maker reviews financial information on a consolidated basis, accompanied by more detailed revenue information for Commercial Enterprise and Government & Regulated Industries (see Note 8), but does not evaluate other metrics such as cost of revenue, operating expenses, total assets, net income (loss), capital expenditures, goodwill or other intangible assets financial information on a more disaggregated basis. The Companyās revenues are generated primarily in the United States of America and it therefore does not report additional information on geographic segments. |
Significant Customers | Significant Customers One individual customer accounted for 10% or more of the Companyās revenue for the year ended December 31, 2021. No individual customers accounted for 10% or more of the Companyās revenue for the year ended December 31, 2020. Two individual customers accounted for 10% or more of the Companyās accounts receivable as of December 31, 2021, |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with what management believes are quality financial institutions in the United States and performs periodic evaluations of the relative credit standing of these financial institutions in order to limit the amount of credit exposure with any one institution. At times, the value of the United States deposits exceeds federally insured limits. The Company has not experienced any losses in such accounts. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company is an āemerging growth company,ā as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the āJOBS Actā). The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 107 of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. In August 2020, the FASB issued ASU No. 2020ā06, DebtāDebt with Conversion and Other Options (Subtopic 470-20) and Derivatives and HedgingāContracts in Entityās Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entityās Own Equity |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) 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 lesseeās right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lesseeās 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 will adopt on January 1, 2022 using the modified retrospective method, with the new guidance applied prospectively as of the date of adoption and prior periods not restated. Upon adoption, the Company expects to recognize operating lease liabilities of $4.5 million and operating lease right-of-use assets of $1.1 million. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments ā Credit Losses (Topic 326). which requires measurement and recognition of expected credit losses for financial assets held. In December 2019, the FASB issued ASU No. 2019-12 to simplify the accounting in ASC 740, Income Taxes In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers Revenue from Contracts with Customers |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Summary of Unaudited Proforma Information | The unaudited pro forma financial information was as follows (in thousands): Year Ended Year Ended December 31, December 31, 2021 2020 Net revenue $ 148,129 $ 105,094 Loss before provision for income taxes $ (69,474 ) $ (33,965 ) Net loss $ (73,145 ) $ (32,191 ) |
Pandologic Ltd [Member] | |
Summary of 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 Net working capital adjustment 5,818 Total $ 122,451 The 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 $ 11,581 Accounts receivable 21,344 Prepaid and other current assets 8,710 Property and equipment 618 Intangible assets 86,000 Other assets 1,653 Total assets acquired 129,906 Accounts payable 13,183 Accrued expenses and other current liabilities 9,443 Deferred tax liability 11,828 Total liabilities assumed 34,454 Identifiable net assets acquired $ 95,452 Goodwill 26,999 Total purchase consideration $ 122,451 |
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 5 - 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) | 12 Months Ended |
Dec. 31, 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: Year Ended December 31, 2021 2020 Numerator Net loss $ (70,593 ) $ (47,876 ) Denominator Weighted-average common shares outstanding 33,310,794 27,609,403 Less: Weighted-average shares subject to repurchase (12,412 ) (14,492 ) Denominator for basic and diluted net loss per share attributable to common stockholders 33,298,382 27,594,911 Basic and diluted net loss per share $ (2.12 ) $ (1.73 ) |
Effect of Anti-dilutive Securities | The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Year Ended December 31, 2021 2020 Common stock options and restricted stock units 9,913,421 10,251,790 Warrants to purchase common stock 548,374 1,470,812 Common stock issuable in connection with convertible senior notes 5,475,369 ā Total 15,937,164 11,722,602 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Cash and Cash Equivalents | As of December 31, 2021, the Companyās cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 253,693 $ ā $ 253,693 $ 253,693 Level 1: Money market funds 1,029 ā 1,029 1,029 Total $ 254,722 $ ā $ 254,722 $ 254,722 As of December 31, 2020, the Companyās cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 44,795 $ ā $ 44,795 $ 44,795 Level 1: Money market funds 70,022 ā 70,022 70,022 Total $ 114,817 $ ā $ 114,817 $ 114,817 |
Summary of Quantitative Information with Respect to Significant Unobservable Inputs | The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the 2020 Stock Warrants: Compensation Performance Warrant Warrant Volatility 88 % 85 % Risk-free rate 0.23 % 0.34 % Term 1.7 years 4 |
Schedule of Contingent Consideration Liabilities Current and Non-current Balances | As of December 31, 2021, the Companyās contingent consideration liabilities current and non-current balances were as follows: Changes in Fair Contingent Cost Fair Value Value Consideration Level 3: Contingent consideration, current 18,017 1,971 19,988 19,988 Contingent consideration, non-current 8,383 16,354 24,737 24,737 Total $ 26,400 $ 18,325 $ 44,725 $ 44,725 |
Contingent Consideration [Member] | |
Summary of Quantitative Information with Respect to Significant Unobservable Inputs | The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the contingent consideration as of December 31, 2021: Contingent Consideration Revenue volatility 15 % Internal rate of return 45 % Risk-free rate 1.9 % |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases | The following table sets forth the Companyās finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: December 31, 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 0.2 $ 3,582 $ (3,515 ) $ 67 $ 3,582 $ (3,357 ) $ 225 Licensed technology 0.0 500 (500 ) ā 500 (375 ) 125 Developed technology 3.3 25,600 (7,564 ) 18,036 9,600 (4,480 ) 5,120 Customer relationships 6.2 77,300 (9,157 ) 68,143 9,300 (4,340 ) 4,960 Noncompete agreements 0.6 800 (683 ) 117 800 (486 ) 314 Trade names 4.7 2,100 (216 ) 1,884 ā ā ā Total 5.6 $ 109,882 $ (21,635 ) $ 88,247 $ 23,782 $ (13,038 ) $ 10,744 |
Summary of Future Amortization of Finite-Lived Intangible Assets | The following table presents future amortization of the Companyās finite-lived intangible assets at December 31, 2021: 2022 $ 18,549 2023 17,091 2024 14,571 2025 13,405 2026 9,988 Thereafter 14,643 Total $ 88,247 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable consisted of the following: As of December 31, December 31, 2021 2020 Accounts receivable ā (1) $ 21,347 $ 14,916 Accounts receivable ā (2) 59,568 ā Accounts receivable ā 4,926 1,868 85,841 16,784 Less: allowance for doubtful accounts (778 ) (118 ) Accounts receivable, net $ 85,063 $ 16,666 (1) ( 2 ) Accounts receivable ā Software Products & Services reflects the amounts due from the Companyās PandoLogic customers . |
Summary of Property Equipment and Improvements | Property, equipment and improvements consisted of the following: As of December 31, December 31, 2021 2020 Property and equipment $ 4,262 $ 2,365 Leasehold improvements 167 2,899 4,429 5,264 Less: accumulated depreciation (2,873 ) (2,910 ) Property, equipment and improvements, net $ 1,556 $ 2,354 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of December 31, December 31, 2021 2020 Accounts payable ā (1) $ 23,613 $ 14,688 Accounts payable ā 23,098 944 Total $ 46,711 $ 15,632 (1) |
Summary of Revenue | Revenue for the periods presented were comprised of the following: Year Ended December 31, 2021 2020 Commercial Enterprise $ 111,274 $ 54,557 Government & Regulated Industries 4,031 3,151 Total revenue $ 115,305 $ 57,708 |
Summary of Presentation of Revenues | The tables below illustrate the presentation of our revenues based on the above definitions: Year Ended December 31, 2021 Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services (1) $ 55,484 $ 4,031 $ 59,515 Managed Services Advertising 40,800 ā 40,800 Content Licensing 14,990 ā 14,990 Total Managed Services 55,790 ā 55,790 Total Revenue $ 111,274 $ 4,031 $ 115,305 ( 1 ) Software Products & Services consists of aiWARE revenues of $21,200 as well as PandoLogic revenues of $38,315 Year Ended December 31, 2020 Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services $ 10,712 $ 3,151 $ 13,863 Managed Services Advertising 31,550 ā 31,550 Content Licensing 12,295 ā 12,295 Total Managed Services 43,845 ā 43,845 Total Revenue $ 54,557 $ 3,151 $ 57,708 |
Schedule of Other Expense, Net | Other expense, net for the periods presented was comprised of the following: Year Ended December 31, 2021 2020 Interest (expense) income, net $ (538 ) $ 85 Change in fair value of warrant liability ā (200 ) Other (62 ) (12 ) Other expense, net $ (600 ) $ (127 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Future Minimum Rentals Under Leases | As of December 31, 2021, future minimum lease payments were as follows: 2022 2,532 2023 2,091 2024 1,730 Total minimum payments $ 6,353 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The table below summarizes the warrants outstanding at December 31, 2021: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.6088 145,945 April 2018 5 $ 11.73 20,000 April 2020 Performance Warrant 3.7 $ 3.01 330,667 496,612 The table below summarizes the warrants outstanding at December 31, 2020: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.6088 313,440 April 2018 5 $ 11.73 20,000 April 2020 Compensation Warrant 1.7 $ 3.01 50,000 April 2020 Performance Warrant 3.7 $ 3.01 396,000 779,440 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of Stock-based Compensation Expense | The stock-based compensation expense by type of award and by operating expense grouping are presented below: Year Ended December 31, 2021 2020 Stock-based compensation expense by type of award: Restricted stock units $ 19,088 $ 5,560 Restricted stock awards 19 181 Machine Box contingent common stock issuances ā (37 ) Performance-based stock options 16,315 8,480 Stock options 3,720 4,767 Employee stock purchase plan 423 493 Common stock issued for services 500 95 Total $ 40,065 $ 19,539 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 116 ā Sales and marketing 1,716 889 Research and development 3,217 1,046 General and administrative 35,016 17,604 $ 40,065 $ 19,539 |
Schedule of Restricted Stock Award Activity | The Companyās restricted stock award activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 ā $ ā Granted 581 $ 32.33 Vested (581 ) $ 32.33 Unvested at December 31, 2021 ā |
Schedule of Restricted Stock Unit Activity | The Companyās restricted stock units activity for the year ended December 31, 2021 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2020 829,124 $ 11.53 Granted 896,329 $ 33.33 Forfeited (34,618 ) $ 39.00 Vested (804,374 ) $ 11.47 Unvested at December 31, 2021 886,461 $ 32.56 |
Schedule of Stock Option Activity | The activity related to all other stock options for the year ended December 31, 2021 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 848,955 $ 28.18 Exercised (515,807 ) $ 9.58 Forfeited (220,109 ) $ 17.45 Expired (4,501 ) $ 7.48 Outstanding at December 31, 2021 5,508,608 $ 15.10 6.23 years $ 45,262 Exercisable at December 31, 2021 4,207,518 $ 13.71 5.62 years $ 36,982 |
Employee Stock Purchase Plan [Member] | |
Summary of Fair Value Assumptions of Stock Purchase Plan | The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2021 and 2020 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2021 2020 Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 67% - 119% 65% - 130% Risk-free interest rate 0.1 % 0.1% - 1.5% Expected dividend yield ā ā |
2018 Performance Base Stock Incentive Plan [Member] | |
Summary of Fair Value Assumptions of Performance Awards | The assumptions used in the Monte Carlo simulation model for computing the fair values of the Performance Options on the August 2020 modification date and immediately before the modification are set forth in the table below: Amendment date stock price $ 8.83 Expected volatility 80 % Risk-free interest rate 0.6 % Expected dividend yield ā % Cost of equity 12 % |
Timebased Stock Option [Member] | |
Schedule of Fair Value Assumptions | The assumptions used in calculating the fair values of time-based stock options granted during the years ended December 31, 2021 and 2020 are set forth in the table below: Year Ended Year Ended December 31, December 31, 2021 2020 Expected term (in years) 5.5 - 6.1 6.0 - 6.1 Expected volatility 80% - 83% 68% - 83% Risk-free interest rate 0.6% - 1.4% 0.4% - 1.2% Expected dividend yield ā ā |
Performance-based Stock Options [Member] | |
Summary of Fair Value Assumptions of Stock Purchase Plan | The Company values Performance Options using a Monte Carlo simulation model. A fair value per share is determined for each of the three equal tranches of each Performance Option. No Performance Options were granted during the year ended December 31, 2021. The assumptions used in the Monte Carlo simulation model for computing the grant date fair values of the Performance Options granted during the year ended December 31, 2020 are set forth in the table below: Year Ended December 31, 2020 Grant date stock price $ 11.10 Dividend yield ā % Risk-free interest rate 0.8 % Estimated volatility 85 % |
Schedule of Stock Option Activity | The activity related to Performance Options for the year ended December 31, 2021 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 (373,041 ) $ 5.77 Forfeited (12,552 ) $ 5.92 Expired (13,986 ) $ 5.41 Outstanding at December 31, 2021 3,834,441 $ 11.05 6.51 years $ 438,278 Exercisable at December 31, 2021 3,834,441 $ 11.05 6.51 years $ 438,278 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | The components of the Companyās loss before the provision for income taxes consisted of the following: Year Ended December 31, 2021 2020 United States of America $ (88,092 ) $ (47,831 ) Foreign 20,243 31 Total $ (67,849 ) $ (47,800 ) |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2021 and 2020: Year Ended December 31, 2021 2020 Current Federal $ 249 $ ā State 99 70 Foreign 2,988 6 Total current provision 3,336 76 Deferred Federal (10,549 ) (11,573 ) State (6,197 ) (4,532 ) Foreign (520 ) ā Change in valuation allowance 16,674 16,105 Total deferred benefit (592 ) ā Total provision for income taxes $ 2,744 $ 76 |
Reconciliation of Statutory U.S. Federal Income Tax Rate to Company's Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 9.37 9.36 Foreign rate differential 3.54 ā Global intangible low-taxed income (6.84 ) ā Stock-based compensation 6.47 1.49 Earn-out revaluation (7.08 ) ā Meals, entertainment and other (5.92 ) 1.68 Change in valuation allowance (24.58 ) (33.69 ) (Provision for) benefit from income taxes (4.04 )% (0.16 )% |
Components of Deferred Income Tax Assets and Liabilities | The significant components of the Companyās deferred income tax assets and liabilities as of December 31, 2021 and 2020 were as follows: Year Ended December 31, 2021 2020 Net operating loss carryforwards $ 55,385 $ 44,711 Stock-based compensation 21,003 15,866 Accrued expenses 1,146 2,352 Research credits 4,632 3,193 Other 669 518 Total gross deferred tax assets 82,835 66,640 Valuation allowance (81,784 ) (65,110 ) Total deferred tax assets 1,051 1,530 Other - fixed assets and intangibles (589 ) (1,530 ) Acquired intangibles (11,367 ) ā Total deferred tax liabilities (11,956 ) (1,530 ) Net deferred tax liabilities $ (10,905 ) $ ā |
Summary of Valuation Allowance | The change in the valuation allowance for the years ended December 31, 2021 and 2020 is as follows: Year Ended December 31, 2021 2020 Valuation allowance, at beginning of year $ 65,110 $ 49,005 Increase in valuation allowance 16,674 16,105 Valuation allowance, at end of year $ 81,784 $ 65,110 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the unrecognized tax benefits from January 1, 2020 to December 31, 2021 is as follows: Year Ended December 31, 2021 2020 Unrecognized tax benefits as of January 1 $ 720 $ ā Gross increase for tax positions of prior years ā 470 Gross increase for tax positions of current year 391 250 Unrecognized tax benefits balance at December 31 $ 1,111 $ 720 |
Presentation and Summary of S_3
Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 12 Months Ended | ||
Dec. 31, 2020USD ($) | Dec. 31, 2021USD ($)SegmentCustomer | Dec. 31, 2020USD ($)Customer | Jan. 01, 2022USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Positive (negative) cash flows from operations | $ 7,234,000 | $ 1,433,000 | ||
Net loss | 70,593,000 | 47,876,000 | ||
Accumulated deficit | $ 280,365,000 | 350,958,000 | 280,365,000 | |
Debt issuance costs | 6,304,000 | |||
Proceeds from issuances of stock under employee stock plans, net | 7,905,000 | 1,060,000 | ||
Proceeds from the exercise of warrants | 2,279,000 | 2,100,000 | ||
Net proceeds from sales of common stock from the period | 59,771,000 | |||
Net proceeds from sales of common stock | 59,771,000 | 66,278,000 | ||
Cash and cash equivalents | 114,817,000 | 254,722,000 | 114,817,000 | |
Impairment of property, equipment and improvements | 0 | 0 | ||
Impairment of goodwill | 0 | 0 | ||
Impairment of long-lived assets | 0 | 0 | ||
Transaction price remaining performance obligations | $ 8,186,000 | |||
Transaction price remaining performance obligations percentage | 56.00% | |||
Advertising and marketing costs | $ 2,681,000 | 1,214,000 | ||
Capitalized software development costs | $ 72,000 | $ 413,000 | $ 72,000 | |
Number of reportable segment | Segment | 1 | |||
ASU 2016-02 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Accounting standards update, adoption date | Jan. 1, 2022 | |||
Operating lease liabilities | $ 4,500,000 | |||
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | |||
Operating lease right-of-use assets | $ 1,100,000 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | |||
Significant Customer [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 1 | 0 | ||
Concentration risk percentage | 10.00% | 10.00% | ||
Advertising [Member] | Significant Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 2 | 2 | ||
Concentration risk percentage | 10.00% | 10.00% | ||
Minimum [Member] | June 2018 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Weighted volatility of common stock | 25.00% | |||
Weighted volatility of peer company | 50.00% | |||
Maximum [Member] | June 2018 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Weighted volatility of common stock | 50.00% | |||
Weighted volatility of peer company | 75.00% | |||
Developed Technology [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 4 years | |||
Developed Technology [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 5 years | |||
Customer Relationships [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 5 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 7 years | |||
Noncompete Agreements [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 3 years | |||
Noncompete Agreements [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 4 years | |||
Trademarks and Trade Names [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 2 years | |||
Trademarks and Trade Names [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 5 years | |||
Property and Equipment [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Useful lives of property, equipment and improvements | 3 years | |||
Leasehold Improvements [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Useful lives of property, equipment and improvements | 5 years | |||
Useful lives of property, equipment and improvements | 5 years or the remaining lease term, whichever is shorter | |||
Convertible Senior Notes [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Net proceeds from issuance of convertible senior notes | $ 194,946,000 | |||
Net proceeds to purchase capped call transactions | $ 18,616,000 | |||
Equity Distribution Agreement [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Net proceeds from sales of common stock | $ 5,986,000 |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 12 months |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | Sep. 14, 2021 | Jul. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||
Tax rate | (4.04%) | (0.16%) | |||||
Deferred tax assets, valuation allowance | $ 81,784,000 | $ 81,784,000 | $ 65,110,000 | $ 49,005,000 | |||
Revenue | 115,305,000 | 57,708,000 | |||||
Net loss | (70,593,000) | $ (47,876,000) | |||||
Israeli [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Tax rate | 23.00% | 12.00% | |||||
Pandologic Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 122,451,000 | ||||||
Equity consideration at closing | 31,500,000 | ||||||
Net working capital adjustment | 5,818,000 | ||||||
Contingent earnout | 30,000,000 | ||||||
Deferred tax liabilities | 11,828,000 | 0 | 0 | ||||
Deferred tax assets | 0 | 0 | |||||
Deferred tax liability | 11,828,000 | 0 | 0 | ||||
Goodwill not deductible for tax purposes | 25,141,000 | 25,141,000 | |||||
Deferred tax assets, valuation allowance | 0 | 0 | |||||
Revenue | 38,315,000 | ||||||
Net loss | $ 18,317,000 | ||||||
Pandologic Ltd [Member] | Israeli [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Tax rate | 23.00% | 12.00% | |||||
Pandologic Ltd [Member] | General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout | 3,600,000 | ||||||
Pandologic Ltd [Member] | Recognized In Compensation Expense Within General And Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 2,161,000 | ||||||
Pandologic Ltd [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortization periods of Intangible assets | 7 years | ||||||
Pandologic Ltd [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Amortization periods of Intangible assets | 4 years | ||||||
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 Ltd | ||||||
Business acquisition, date of acquisition agreement | Jul. 21, 2021 | ||||||
Total consideration | $ 122,451,000 | ||||||
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 |
Net working capital adjustment | 5,818 |
Total | 122,451 |
Contingent Consideration [Member] | |
Business Acquisition [Line Items] | |
Contingent earnout | $ 26,400 |
Business Combinations - Summa_2
Business Combinations - Summary of Allocation of Purchase Consideration (Details) - USD ($) | Dec. 31, 2021 | Sep. 14, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 34,058,000 | $ 6,904,000 | |
Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 11,581,000 | ||
Accounts receivable | 21,344,000 | ||
Prepaid and other current assets | 8,710,000 | ||
Property and equipment | 618,000 | ||
Intangible assets | 86,000,000 | ||
Other assets | 1,653,000 | ||
Total assets acquired | 129,906,000 | ||
Accounts payable | 13,183,000 | ||
Accrued expenses and other current liabilities | 9,443,000 | ||
Deferred tax liability | $ 0 | 11,828,000 | |
Total liabilities assumed | 34,454,000 | ||
Identifiable net assets acquired | 95,452,000 | ||
Goodwill | 26,999,000 | ||
Total purchase consideration | $ 122,451,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Valuation of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 14, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 86,000 | ||
Pandologic Ltd [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Amortization periods of Intangible assets | 4 years | ||
Pandologic Ltd [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Amortization periods of Intangible assets | 7 years | ||
Customer Relationships [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Amortization periods of Intangible assets | 5 years | ||
Customer Relationships [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Amortization periods of Intangible assets | 7 years | ||
Customer Relationships [Member] | Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 68,000 | ||
Customer Relationships [Member] | Pandologic Ltd [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Amortization periods of Intangible assets | 5 years | ||
Customer Relationships [Member] | Pandologic Ltd [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Amortization periods of Intangible assets | 7 years | ||
Developed Technology [Member] | Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 16,000 | ||
Amortization periods of Intangible assets | 4 years | ||
Trade Name [Member] | Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 2,000 | ||
Amortization periods of Intangible assets | 5 years |
Business Combinations - Summa_4
Business Combinations - Summary of Unaudited Proforma Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Combinations [Abstract] | ||
Net revenue | $ 148,129 | $ 105,094 |
Loss before provision for income taxes | (69,474) | (33,965) |
Net loss | $ (73,145) | $ (32,191) |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Nov. 30, 2021USD ($)Day$ / shares | Dec. 31, 2021USD ($)$ / Derivative | Nov. 16, 2021$ / shares | |
Debt Instrument [Line Items] | |||
Debt issuance costs | $ 6,304,000 | ||
Payment for capped call transactions | $ 18,600,000 | ||
Initial cap price | $ / Derivative | 48.55 | ||
Premium over last reported sale price, percentage | 75.00% | ||
Sale price of common stock | $ / shares | $ 27.74 | ||
Strike price | $ / Derivative | 35.76 | ||
1.75% Convertible Senior Notes Due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Aggregate principal amount | $ 201,300,000 | ||
Debt instrument, interest rate | 1.75% | 1.75% | |
Additional principal amount | $ 26,250,000 | ||
Debt instrument, frequency of periodic payment | semi-annually | ||
Debt instrument, payment terms | will be payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2022. | ||
Debt Instrument, maturity date, description | The Convertible Notes will mature on November 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Convertible Notes | ||
Debt Instrument, maturity date | Nov. 15, 2026 | ||
Number of trading days (whether or not consecutive) | Day | 20 | ||
Number of consecutive trading days | Day | 30 | ||
Percentage of conversion price | 130.00% | ||
Debt instrument convertible business period | 5 days | ||
Debt instrument convertible measurement period | 5 days | ||
Debt instrument convertible principal amount | $ 1,000,000 | ||
Debt instrument convertible measurement period percentage | 98.00% | ||
Debt instrument, convertible, Date | May 15, 2026 | ||
Initial conversion rate | 0.0272068 | ||
Initial conversion price | $ / shares | $ 36.76 | ||
Redemption date | Nov. 20, 2024 | ||
Percentage of conversion stock price, Redemption | 130.00% | ||
Debt instrument, Redeemable, Number of trading days | Day | 20 | ||
Debt instrument, Redeemable, Number of consecutive trading days | Day | 30 | ||
Redemption price, Percentage of principal amount to be redeemed | 100.00% | ||
Sinking fund | $ 0 | ||
Debt instrument repurchase price due to fundamental change | 100.00% | ||
Net proceeds from issuance of notes | $ 194,900,000 | ||
Debt issuance costs | 6,300,000 | ||
Interest expense | 500,000 | ||
Amortization of issuance costs | $ 500,000 | ||
Effective annual interest rate | 2.42% | ||
Convertible debt, if-converted value in excess of principal | $ 0 | ||
Total principal at issuance of notes | $ 201,300,000 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator | ||
Net loss | $ (70,593) | $ (47,876) |
Denominator | ||
Weighted-average common shares outstanding | 33,310,794 | 27,609,403 |
Less: Weighted-average shares subject to repurchase | (12,412) | (14,492) |
Denominator for basic and diluted net loss per share attributable to common stockholders | 33,298,382 | 27,594,911 |
Basic and diluted net loss per share | $ (2.12) | $ (1.73) |
Net Loss Per Share - Effect of
Net Loss Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 15,937,164 | 11,722,602 |
Employee Stock Option and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 9,913,421 | 10,251,790 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 548,374 | 1,470,812 |
Common Stock Issuable in Connection with Convertible Senior Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 5,475,369 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | $ 254,722 | $ 114,817 |
Total Cash and Debt Securities | 254,722 | 114,817 |
Total Fair Value, Cash and Debt Securities | 254,722 | 114,817 |
Cash [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 253,693 | 44,795 |
Fair Value, Cash | 253,693 | 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 - Summary
Financial Instruments - Summary of Quantitative Information to Significant Unobservable Inputs (Details) | Dec. 31, 2021 |
Revenue Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Contingent Consideration | 0.15 |
Internal Rate of Return [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Contingent Consideration | 0.45 |
Risk-free Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Contingent Consideration | 0.019 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Contingent Consideration Liabilities Current and Non-current Balances (Details) - Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Contingent Consideration Liabilities [Line Items] | |
Cost | $ 26,400 |
Changes in Fair Value | 18,325 |
Fair Value | 44,725 |
Contingent Consideration | 44,725 |
Contingent Consideration, Current [Member] | |
Contingent Consideration Liabilities [Line Items] | |
Cost | 18,017 |
Changes in Fair Value | 1,971 |
Fair Value | 19,988 |
Contingent Consideration | 19,988 |
Contingent Consideration, Noncurrent [Member] | |
Contingent Consideration Liabilities [Line Items] | |
Cost | 8,383 |
Changes in Fair Value | 16,354 |
Fair Value | 24,737 |
Contingent Consideration | $ 24,737 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2020 | Apr. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Available For Sale Securities [Line Items] | ||||
Fair value of warrants | $ 200 | |||
Compensation Warrant [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrants to purchase common stock | 50,000 | |||
Warrant exercise price | $ 3.01 | |||
Fair value of warrants | 59 | |||
Warrant exercisable date | Dec. 31, 2021 | |||
Performance Warrant [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrants to purchase common stock | 400,000 | |||
Warrant exercise price | $ 3.01 | |||
Fair value of warrants | $ 43 | |||
Warrant exercisable | 133,333 | |||
Warrant exercisable date | Dec. 31, 2023 | |||
Performance Warrant [Member] | First Installment [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrant exercisable | 133,333 | |||
April 2018 Warrant [Member] | ||||
Schedule Of Available For Sale Securities [Line Items] | ||||
Warrants to purchase common stock | 20,000 | |||
Warrant exercise price | $ 11.73 | $ 11.73 | $ 11.73 | |
Warrants maturity period | 5 years | 5 years | 5 years | |
Fair value of warrants | $ 207 |
Financial Instruments - Summa_2
Financial Instruments - Summary of Quantitative Information with Respect to Significant Unobservable Inputs (Detail) | Dec. 31, 2021 |
Volatility [Member] | Compensation Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 88 |
Volatility [Member] | Performance Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 85 |
Risk-free Rate [Member] | Compensation Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.23 |
Risk-free Rate [Member] | Performance Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.34 |
Term [Member] | Compensation Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants term | 1 year 8 months 12 days |
Term [Member] | Performance Warrant [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Warrants term | 4 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Carrying amount of goodwill | $ 34,058 | $ 6,904 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 5 years 7 months 6 days | |
Gross Carrying Amount | $ 109,882 | $ 23,782 |
Accumulated Amortization | (21,635) | (13,038) |
Net Carrying Amount | $ 88,247 | 10,744 |
Software and Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 months 12 days | |
Gross Carrying Amount | $ 3,582 | 3,582 |
Accumulated Amortization | (3,515) | (3,357) |
Net Carrying Amount | $ 67 | 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 3 months 18 days | |
Gross Carrying Amount | $ 25,600 | 9,600 |
Accumulated Amortization | (7,564) | (4,480) |
Net Carrying Amount | $ 18,036 | 5,120 |
Customer Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 6 years 2 months 12 days | |
Gross Carrying Amount | $ 77,300 | 9,300 |
Accumulated Amortization | (9,157) | (4,340) |
Net Carrying Amount | $ 68,143 | 4,960 |
Noncompete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 7 months 6 days | |
Gross Carrying Amount | $ 800 | 800 |
Accumulated Amortization | (683) | (486) |
Net Carrying Amount | $ 117 | $ 314 |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 4 years 8 months 12 days | |
Gross Carrying Amount | $ 2,100 | |
Accumulated Amortization | (216) | |
Net Carrying Amount | $ 1,884 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Future Amortization of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2022 | $ 18,549 | |
2023 | 17,091 | |
2024 | 14,571 | |
2025 | 13,405 | |
2026 | 9,988 | |
Thereafter | 14,643 | |
Net Carrying Amount | $ 88,247 | $ 10,744 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | $ 254,722 | $ 114,817 |
Depreciation Expense | 538 | 1,025 |
Write-off/disposal of property and equipment and leasehold improvements | 3,852 | 34 |
Loss on disposal | 1,894 | 10 |
Advertising Customers and Content Licensees [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash received | $ 66,401 | $ 40,052 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounts receivable ā Managed Services | $ 85,841 | $ 16,784 |
Less: allowance for doubtful accounts | (778) | (118) |
Accounts receivable, net | 85,063 | 16,666 |
Managed Services [Member] | ||
Accounts receivable ā Managed Services | 21,347 | 14,916 |
Software Products & Services [Member] | ||
Accounts receivable ā Managed Services | 59,568 | |
Other [Member] | ||
Accounts receivable ā Managed Services | $ 4,926 | $ 1,868 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 4,262 | $ 2,365 |
Leasehold improvements | 167 | 2,899 |
Property, equipment and improvements, gross | 4,429 | 5,264 |
Less: accumulated depreciation | (2,873) | (2,910) |
Property, equipment and improvements, net | $ 1,556 | $ 2,354 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Accounts payable ā Managed Services | $ 23,613 | $ 14,688 |
Accounts payable ā Other | 23,098 | 944 |
Total | $ 46,711 | $ 15,632 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 115,305 | $ 57,708 |
Commercial Enterprise [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 111,274 | 54,557 |
Government and Regulated Industries [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 4,031 | $ 3,151 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue Presentation | ||
Revenue | $ 115,305 | $ 57,708 |
Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 111,274 | 54,557 |
Government and Regulated Industries [Member] | ||
Revenue Presentation | ||
Revenue | 4,031 | 3,151 |
Software Products & Services [Member] | ||
Revenue Presentation | ||
Revenue | 59,515 | 13,863 |
Software Products & Services [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 55,484 | 10,712 |
Software Products & Services [Member] | Government and Regulated Industries [Member] | ||
Revenue Presentation | ||
Revenue | 4,031 | 3,151 |
Advertising [Member] | ||
Revenue Presentation | ||
Revenue | 40,800 | 31,550 |
Advertising [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 40,800 | 31,550 |
Content Licensing [Member] | ||
Revenue Presentation | ||
Revenue | 14,990 | 12,295 |
Content Licensing [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 14,990 | 12,295 |
Total Managed Services [Member] | ||
Revenue Presentation | ||
Revenue | 55,790 | 43,845 |
Total Managed Services [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | $ 55,790 | $ 43,845 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Parenthetical) (Detail) - USD ($) $ in Thousands | 4 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 115,305 | $ 57,708 | |
Pandologic Ltd [Member] | |||
Revenue | $ 38,315 | ||
Software Products or Services Consists of aiWARE [Member] | |||
Revenue | 21,200 | ||
Software Products & Services [Member] | |||
Revenue | 59,515 | $ 13,863 | |
Software Products & Services [Member] | Pandologic Ltd [Member] | |||
Revenue | $ 38,315 |
Consolidated Financial State_10
Consolidated Financial Statements Details - Schedule of Other Expense, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income And Expenses [Abstract] | ||
Interest (expense) income, net | $ (538) | $ 85 |
Change in fair value of warrant liability | (200) | |
Other | (62) | (12) |
Other expense, net | $ (600) | $ (127) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Dec. 08, 2021USD ($)ftĀ² | Feb. 28, 2021ftĀ² | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Other Commitments [Line Items] | ||||
Loss on disposal of property and equipment and leasehold improvements | $ (1,894) | |||
Loss on sublease | 1,211 | |||
Minimum sublease rental income to be received in the future under noncancelable subleases | 3,402 | |||
Rent expense | 4,668 | $ 2,987 | ||
Liability for potential exposure | 516 | $ 1,036 | ||
Office Sublease [Member] | ||||
Other Commitments [Line Items] | ||||
Area of Office Space Subleased | ftĀ² | 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 | |||
Lease | ||||
Other Commitments [Line Items] | ||||
Area of Office Space Subleased | ftĀ² | 13,437 | |||
Lease Expiration Date | Dec. 31, 2023 | |||
Sublessor base rent | $ 27 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Future Minimum Rentals Under Leases (Detail) - Building Lease Agreement [Member] $ in Thousands | Dec. 31, 2021USD ($) |
Other Commitments [Line Items] | |
2022 | $ 2,532 |
2023 | 2,091 |
2024 | 1,730 |
Total minimum payments | $ 6,353 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2019 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2018 | |
Class of Stock [Line Items] | ||||||
Common stock shares issued | 3,450,000 | |||||
Share price | $ 18.50 | $ 18.50 | ||||
Net proceeds from stock issuance | $ 59,771 | $ 66,278 | ||||
Stock issuance costs | 4,054 | |||||
Exercise of warrants | $ 2,279 | $ 2,100 | ||||
Issued warrants to purchase | 450,000 | |||||
Warrants to purchase shares of common stock exercised | 967,711 | |||||
JMP Securities [Member] | ||||||
Class of Stock [Line Items] | ||||||
Net proceeds from stock issuance | $ 5,986 | $ 24,373 | ||||
Maximum aggregate sales price of shares to be issued under sale agreement. | $ 50,000 | $ 50,000 | ||||
Common Stock [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares issued | 4,941,317 | |||||
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 | 23,050 | 442,126 | ||||
Issued warrants to purchase shares upon exercises | 26,000 | 813,400 | ||||
Shares issued to outside service provider, shares | 15,828 | 12,100 | ||||
Common Stock [Member] | Machine Box, Inc. [Member] | ||||||
Class of Stock [Line Items] | ||||||
Percentage of consideration payable for issuance of shares | 80.00% | |||||
Business acquisition, shares issued or issuable | 394,604 | 105,898 | 315,687 | |||
Business acquisition, shares issued or issuable, value | $ 2,389 | |||||
Common Stock [Member] | Machine Box, Inc. [Member] | Escrow Deposit | ||||||
Class of Stock [Line Items] | ||||||
Business acquisition, indemnification and other obligations, shares issued or issuable | 78,917 | |||||
Common Stock [Member] | Wazee Digital Inc [Member] | Escrow Deposit | ||||||
Class of Stock [Line Items] | ||||||
Business acquisition, indemnification and other obligations, shares issued or issuable | 9,552 | |||||
Common Stock [Member] | General and Administrative Expense [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock-based compensation expense | $ 369 | $ 95 | ||||
Common Stock [Member] | JMP Securities [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock shares issued | 1,491,317 | 5,205,430 | ||||
Stock issuance costs | $ 291 | $ 756 | ||||
Common Stock and Employee Stock Purchase Plan [Member] | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in connection with stock option exercise | 1,176,984 | 482,417 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrants Outstanding (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares of Common Stock | 496,612 | 779,440 | |
Various Dates in 2017 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | Various dates in 2017 | ||
Life in Years | 10 years | ||
Exercise Price | $ 13.6088 | ||
Number of Shares of Common Stock | 145,945 | ||
April 2018 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2018 | April 2018 | |
Life in Years | 5 years | 5 years | 5 years |
Exercise Price | $ 11.73 | $ 11.73 | $ 11.73 |
Number of Shares of Common Stock | 20,000 | 20,000 | |
April 2020 Performance Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2020 Performance Warrant | April 2020 Performance Warrant | |
Life in Years | 3 years 8 months 12 days | 3 years 8 months 12 days | |
Exercise Price | $ 3.01 | $ 3.01 | |
Number of Shares of Common Stock | 330,667 | 396,000 | |
Various Dates in 2016 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | Various dates in 2017 | ||
Life in Years | 10 years | ||
Exercise Price | $ 13.6088 | ||
Number of Shares of Common Stock | 313,440 | ||
April 2020 Compensation Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2020 Compensation Warrant | ||
Life in Years | 1 year 8 months 12 days | ||
Exercise Price | $ 3.01 | ||
Number of Shares of Common Stock | 50,000 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2020USD ($)Customer | Apr. 30, 2017shares | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 31, 2020shares | |
Performance-based Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Total grant date fair value of stock options granted | $ | $ 0 | ||||
Weighted average grant date fair value per share | $ / shares | $ 7.36 | ||||
Unrecognized compensation expense related to stock options | $ | 16,268,000 | ||||
Aggregate intrinsic value of the options exercised | $ | $ 8,288,000 | ||||
Timebased Stock Option [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 4 years | ||||
Restricted Stock Units [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized for issuance | 896,329 | ||||
Restricted stock granted | 896,329 | ||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 33.33 | ||||
2018 Performance Base Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Number of employees | Customer | 215 | ||||
Incremental compensation cost | $ | $ 3,011,000 | ||||
Performance Options [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized for issuance | 0 | ||||
Restricted stock granted | 0 | ||||
Restricted Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized for issuance | 581 | ||||
Restricted stock granted | 581 | ||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 32.33 | ||||
Maximum [Member] | Restricted Stock Units [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 2 years | ||||
Minimum [Member] | Restricted Stock Units [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 1 year | ||||
2017 Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock reserved for future issuance | 2,000,000 | 97,797 | |||
Annual shares increase for future issuance by percentage under employee stock purchase plans | 3.00% | ||||
2017 Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 30 days | ||||
2017 Stock Incentive Plan [Member] | Timebased Stock Option [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 3 years | ||||
2017 Stock Incentive Plan [Member] | Restricted Stock Units [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 1 year | ||||
2017 Stock Incentive Plan [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Increase in common stock reserved for future issuance | 750,000 | ||||
2018 Performance Base Stock Incentive Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock reserved for future issuance | 8,798 | ||||
Number of shares authorized for issuance | 4,200,000 | ||||
2018 Performance Base Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | Chad Steelberg [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock granted | 1,809,900 | ||||
2018 Performance Base Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | Ryan Steelberg [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock granted | 1,357,425 | ||||
Inducement Grant Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock reserved for future issuance | 157,505 | 750,000 | |||
Inducement Grant Plan [Member] | Performance-based Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 30 days | ||||
2018 Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Vesting period | 30 days | ||||
Stock Plan [Member] | Restricted Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares authorized for issuance | 581 | 6,903 | |||
Unrecognized cost of share-based compensation awards | $ | $ 0 | ||||
Restricted stock granted | 581 | 6,903 | |||
Fair value of restricted stock vested | $ | $ 19,000 | $ 238,000 | |||
2014 Plan Stock Options/Stock Issuance Plan, 2017 Stock Incentive Plan and Inducement Grant Plan [Member] | Restricted Stock Units [Member] | |||||
Class of Stock [Line Items] | |||||
Unrecognized cost of share-based compensation awards | $ | 14,324,000 | ||||
Fair value of restricted stock vested | $ | $ 18,886,000 | $ 2,519,000 | |||
Cost of share-based compensation awards, recognition period | 2 years 7 months 6 days | ||||
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 33.33 | $ 10.94 | |||
2014 Plan Stock Options/Stock Issuance Plan, 2017 Stock Incentive Plan and Inducement Grant Plan [Member] | Stock Options [Member] | |||||
Class of Stock [Line Items] | |||||
Cost of share-based compensation awards, recognition period | 3 years 3 months 18 days | ||||
Weighted average grant date fair value per share | $ / shares | $ 18.64 | $ 4.69 | |||
Total grant date fair value of stock options vested | $ | $ 2,665,000 | $ 5,205,000 | |||
Unrecognized compensation expense related to stock options | $ | 14,831,000 | ||||
Aggregate intrinsic value of the options exercised | $ | $ 10,145,000 | 2,238,000 | |||
Employee Stock Purchase Plan [Member] | |||||
Class of Stock [Line Items] | |||||
Common stock reserved for future issuance | 1,000,000 | ||||
Annual shares increase for future issuance by percentage under employee stock purchase plans | 1.00% | ||||
Number of shares authorized for issuance | 200,000 | ||||
ESPP offering description | Under the ESPP, each offering period is generally 24 months with four, six-month purchase intervals, and new offering periods generally commence every six months, as determined by the Compensation Committee of the Board of Directors. | ||||
Maximum number of shares per employee in each purchase | 1,000 | ||||
Employee payroll deductions accrued | $ | $ 282,000 | $ 135,000 | |||
Common stock were purchased under ESPP | 135,636 | 126,550 | |||
Weighted average purchase price | $ / shares | $ 6.77 | $ 1.90 | |||
Employee Stock Purchase Plan [Member] | Maximum [Member] | |||||
Class of Stock [Line Items] | |||||
Increase in common stock reserved for future issuance | 250,000 | ||||
Employee Stock Purchase Plan [Member] | Minimum [Member] | |||||
Class of Stock [Line Items] | |||||
Percentage of purchase price of common stock fair value | 85.00% |
Stock Plans - Schedule of Fair
Stock Plans - Schedule of Fair Value Assumptions of Performance Options (Detail) - 2018 Performance Base Stock Incentive Plan [Member] | 1 Months Ended |
Aug. 31, 2020$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Amendment date stock price | $ 8.83 |
Expected volatility | 80.00% |
Risk-free interest rate | 0.60% |
Cost of equity | 12.00% |
Stock Plans - Schedule of Fai_2
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Timebased Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 80.00% | 68.00% |
Expected volatility, maximum | 83.00% | 83.00% |
Risk-free interest rate, minimum | 0.60% | 0.40% |
Risk-free interest rate, maximum | 1.40% | 1.20% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | 6 years |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 1 month 6 days | 6 years 1 month 6 days |
Stock Plans - Summary of Fair V
Stock Plans - Summary of Fair Value Assumptions of Stock Purchase Plan (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Performance-based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate | 0.80% | |
Grant date stock price | $ 11.10 | |
Expected volatility | 85.00% | |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 67.00% | 65.00% |
Expected volatility, maximum | 119.00% | 130.00% |
Risk-free interest rate | 0.10% | |
Risk-free interest rate, minimum | 0.10% | |
Risk-free interest rate, maximum | 1.50% | |
Employee Stock Purchase Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 months | 6 months |
Employee Stock Purchase Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | 2 years |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 40,065 | $ 19,539 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 19,088 | 5,560 |
Restricted Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 19 | 181 |
Machine Box Contingent Common Stock Issuances [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | (37) | |
Performance-based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 16,315 | 8,480 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 3,720 | 4,767 |
Common Stock Issued for Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 500 | 95 |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 423 | 493 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 1,716 | 889 |
Cost of Revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 116 | |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 3,217 | 1,046 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 35,016 | $ 17,604 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Award Activity (Detail) - Restricted Stock Awards [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares authorized for issuance | 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 Res_2
Stock Plans - Schedule of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 829,124 |
Shares, Granted | shares | 896,329 |
Shares, Forfeited | shares | (34,618) |
Shares, Vested | shares | (804,374) |
Shares, Unvested, Ending Balance | shares | 886,461 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 11.53 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 33.33 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 39 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 11.47 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 32.56 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance Options Activity (Detail) - Performance-based Stock Options [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 4,234,020 |
Options Exercised | shares | (373,041) |
Options Forfeited | shares | (12,552) |
Options Expired | shares | (13,986) |
Options, Outstanding, Ending Balance | shares | 3,834,441 |
Options, Exercisable at December 31, 2020 | shares | 3,834,441 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 10.55 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 5.77 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 5.92 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 5.41 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 11.05 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 11.05 |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 6 months 3 days |
Weighted-Average Remaining Exercisable | 6 years 6 months 3 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 438,278 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 438,278 |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Option Activity (Detail) - Stock Options [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 5,400,070 |
Options Granted | shares | 848,955 |
Options Exercised | shares | (515,807) |
Options Forfeited | shares | (220,109) |
Options Expired | shares | (4,501) |
Options, Outstanding, Ending Balance | shares | 5,508,608 |
Options, Exercisable at December 31, 2020 | shares | 4,207,518 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 12.60 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 28.18 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 9.58 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 17.45 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 7.48 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 15.10 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 13.71 |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years 2 months 23 days |
Weighted-Average Remaining Exercisable | 5 years 7 months 13 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 45,262 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 36,982 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ (67,849) | $ (47,800) |
United States of America [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | (88,092) | (47,831) |
Foreign [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ 20,243 | $ 31 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current | ||
Federal | $ 249 | |
State | 99 | $ 70 |
Foreign | 2,988 | 6 |
Total current provision | 3,336 | 76 |
Deferred | ||
Federal | (10,549) | (11,573) |
State | (6,197) | (4,532) |
Foreign | (520) | |
Change in valuation allowance | 16,674 | 16,105 |
Total deferred benefit | (592) | |
Total provision for income taxes | $ 2,744 | $ 76 |
Provision for Income Taxes - Re
Provision for Income Taxes - Reconciliation of Statutory U.S. Federal Income Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | ||
Tax, computed at the federal statutory rate | 21.00% | 21.00% |
State taxes, net of federal tax benefit | 9.37% | 9.36% |
Foreign rate differential | 3.54% | |
Global intangible low-taxed income | (6.84%) | |
Stock-based compensation | 6.47% | 1.49% |
Earn-out revaluation | (7.08%) | |
Meals, entertainment and other | (5.92%) | 1.68% |
Change in valuation allowance | (24.58%) | (33.69%) |
(Provision for) benefit from income taxes | (4.04%) | (0.16%) |
Provision for Income Taxes - Co
Provision for Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Components Of Deferred Tax Assets And Liabilities [Abstract] | |||
Net operating loss carryforwards | $ 55,385 | $ 44,711 | |
Stock-based compensation | 21,003 | 15,866 | |
Accrued expenses | 1,146 | 2,352 | |
Research credits | 4,632 | 3,193 | |
Other | 669 | 518 | |
Total gross deferred tax assets | 82,835 | 66,640 | |
Valuation allowance | (81,784) | (65,110) | $ (49,005) |
Total deferred tax assets | 1,051 | 1,530 | |
Other - fixed assets and intangibles | (589) | (1,530) | |
Acquired intangibles | (11,367) | ||
Total deferred tax liabilities | (11,956) | $ (1,530) | |
Net deferred tax liabilities | $ (10,905) |
Provision for Income Taxes - Su
Provision for Income Taxes - Summary of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Valuation Allowance [Abstract] | ||
Valuation allowance, at beginning of year | $ 65,110 | $ 49,005 |
Change in valuation allowance | 16,674 | 16,105 |
Valuation allowance, at end of year | $ 81,784 | $ 65,110 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Income Taxes Disclosure [Line Items] | ||||
Operating loss carryforwards, limitations on use | Net federal operating loss carryforwards generated after January 1, 2018 may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. | |||
Research and development credit carry forward | $ 4,632 | $ 3,193 | ||
Tax rate | (4.04%) | (0.16%) | ||
Decrease in income tax provision | $ 2,257 | |||
Unrecognized tax benefits netted against its deferred tax assets within other assets | 1,111 | $ 720 | ||
Unrecognized tax benefits if recognized | 1,015 | |||
Israeli [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Tax rate | 23.00% | 12.00% | ||
Federal [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carry forward | $ 217,754 | |||
Operating loss carry forwards expiration year | 2034 | |||
Research and development credit carry forward | $ 3,636 | |||
Research and development credit expiration year | 2036 | |||
State [Member] | ||||
Income Taxes Disclosure [Line Items] | ||||
Operating loss carry forward | $ 135,075 | |||
Operating loss carry forwards expiration year | 2022 | |||
Research and development credit carry forward | $ 2,545 |
Provision for Income Taxes - _3
Provision for Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Reconciliation Of Unrecognized Tax Benefits Excluding Amounts Pertaining To Examined Tax Returns Roll Forward | ||
Unrecognized tax benefits as of January 1 | $ 720 | |
Gross increase for tax positions of prior years | $ 470 | |
Gross increase for tax positions of current year | 391 | 250 |
Unrecognized tax benefits balance at December 31 | $ 1,111 | $ 720 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions [Abstract] | ||
Due to related party transactions | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Influencer Management Industry [Member] - Subsequent Event [Member] $ in Millions | Mar. 01, 2022USD ($) |
Subsequent Event [Line Items] | |
Total consideration | $ 1.5 |
Business combination stock and deferred cash payments | 2 |
Merger, earnout consideration payable | $ 7.5 |