Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Feb. 18, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Entity Registrant Name | Marin Software Incorporated | ||
Entity Central Index Key | 0001389002 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Interactive Data Current | Yes | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Common Stock, Shares Outstanding | 15,537,538 | ||
Entity Public Float | $ 112.6 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity File Number | 001-35838 | ||
Entity Tax Identification Number | 20-4647180 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 123 Mission Street | ||
Entity Address, Address Line Two | 27th Floor | ||
Entity Address, City or Town | San Francisco | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 94105 | ||
City Area Code | 415 | ||
Local Phone Number | 399-2580 | ||
Title of 12(b) Security | Common stock, par value $0.001 per share | ||
Trading Symbol | MRIN | ||
Security Exchange Name | NASDAQ | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Portions of the Registrant’s definitive proxy statement for its 2022 Annual Meeting of Stockholders (“Proxy Statement”), to be filed within 120 days of the Registrant’s fiscal year ended December 31, 2021, are incorporated by reference in Part III of this Annual Report on Form 10-K. Except with respect to information specifically incorporated by reference in this Form 10-K, the Proxy Statement is not deemed to be filed as part of this Annual Report on Form 10-K. | ||
Auditor Firm ID | 248 | ||
Auditor Location | San Jose, California | ||
Auditor Name | GRANT THORNTON LLP |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 46,842 | $ 14,280 |
Restricted cash | 215 | 540 |
Accounts receivable, net | 4,633 | 5,063 |
Prepaid expenses and other current assets | 2,324 | 3,039 |
Total current assets | 54,014 | 22,922 |
Property and equipment, net | 3,622 | 5,477 |
Right-of-use assets, operating leases | 1,660 | 7,737 |
Other non-current assets | 535 | 873 |
Total assets | 59,831 | 37,009 |
Current liabilities: | ||
Accounts payable | 975 | 928 |
Accrued expenses and other current liabilities | 6,176 | 6,552 |
Note payable, current | 2,226 | 1,854 |
Operating lease liabilities | 2,006 | 6,800 |
Total current liabilities | 11,383 | 16,134 |
Note payable, net of current | 1,094 | 1,466 |
Operating lease liabilities, non-current | 0 | 1,814 |
Other long-term liabilities | 1,096 | 1,780 |
Total liabilities | 13,573 | 21,194 |
Commitments and contingencies (Note 15) | ||
Stockholders' equity: | ||
Common stock, $0.001 par value - 142,857 shares authorized, 15,532 and 9743 shares issued and outstanding at December 31, 2021 and 2020, respectively | 15 | 10 |
Additional paid-in capital | 351,394 | 308,065 |
Accumulated deficit | (304,107) | (291,163) |
Accumulated other comprehensive loss | (1,044) | (1,097) |
Total stockholders' equity | 46,258 | 15,815 |
Total liabilities and stockholders' equity | $ 59,831 | $ 37,009 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares shares in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 142,857 | 142,857 |
Common stock, issued (in shares) | 15,532 | 9,743 |
Common stock, outstanding (in shares) | 15,532 | 9,743 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues, net | $ 24,420 | $ 29,983 |
Cost of revenues | 12,885 | 17,946 |
Gross profit | 11,535 | 12,037 |
Operating expenses: | ||
Sales and marketing | 5,482 | 6,958 |
Research and development | 10,788 | 12,815 |
General and administrative | 9,327 | 8,559 |
Total operating expenses | 25,597 | 28,332 |
Loss from operations | (14,062) | (16,295) |
Other income, net | 984 | 1,533 |
Loss before benefit from income taxes | (13,078) | (14,762) |
Income tax benefit, net | (134) | (711) |
Net loss | (12,944) | (14,051) |
Foreign currency translation adjustments | 53 | 1 |
Comprehensive loss | $ (12,891) | $ (14,050) |
Net loss per share available to common stockholders, basic and diluted | $ (1.01) | $ (1.91) |
Weighted-average shares used to compute net loss per share available to common stockholders, basic and diluted | 12,846 | 7,344 |
Amortization of intangible assets is allocated as follows: | ||
Amortization of intangible assets | $ 0 | $ 95 |
Restructuring related expenses are allocated as follows (Note 4): | ||
Restructuring related expenses | 181 | 1,176 |
Cost of Revenues [Member] | ||
Stock-based compensation is allocated as follows (Note 10): | ||
Stock-based compensation expense | 291 | 251 |
Amortization of intangible assets is allocated as follows: | ||
Amortization of intangible assets | 47 | |
Restructuring related expenses are allocated as follows (Note 4): | ||
Restructuring related expenses | 43 | 529 |
Sales and Marketing [Member] | ||
Stock-based compensation is allocated as follows (Note 10): | ||
Stock-based compensation expense | 408 | 353 |
Amortization of intangible assets is allocated as follows: | ||
Amortization of intangible assets | ||
Restructuring related expenses are allocated as follows (Note 4): | ||
Restructuring related expenses | 134 | 304 |
Research and Development [Member] | ||
Stock-based compensation is allocated as follows (Note 10): | ||
Stock-based compensation expense | 594 | 607 |
Amortization of intangible assets is allocated as follows: | ||
Amortization of intangible assets | 48 | |
Restructuring related expenses are allocated as follows (Note 4): | ||
Restructuring related expenses | 2 | 215 |
General and Administrative [Member] | ||
Stock-based compensation is allocated as follows (Note 10): | ||
Stock-based compensation expense | 728 | 283 |
Amortization of intangible assets is allocated as follows: | ||
Amortization of intangible assets | ||
Restructuring related expenses are allocated as follows (Note 4): | ||
Restructuring related expenses | $ 2 | $ 128 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Balances at beginning of period at Dec. 31, 2019 | $ 21,060 | $ 7 | $ 299,263 | $ (277,112) | $ (1,098) |
Balances at beginning of period (in shares) at Dec. 31, 2019 | 6,810,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net proceeds from common stock sold | $ 7,500 | $ 3 | 7,497 | ||
Common stock sold under agreement | shares | 2,726,000 | 2,726,000 | |||
Issuance of common stock from vesting of restricted stock units (in shares) | 186,000 | ||||
Tax withholding related to vesting of restricted stock units | $ (215) | (215) | |||
Issuance of common stock under employee stock purchase plan | 26 | 26 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 21,000 | ||||
Stock-based compensation expense | 1,494 | 1,494 | |||
Net loss | (14,051) | (14,051) | |||
Foreign currency translation adjustments | 1 | 1 | |||
Balances at end of period at Dec. 31, 2020 | 15,815 | $ 10 | 308,065 | (291,163) | (1,097) |
Balances at end of period (in shares) at Dec. 31, 2020 | 9,743,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net proceeds from common stock sold | 41,642 | $ 5 | 41,637 | ||
Common stock sold under agreement | shares | 5,502,000 | ||||
Issuance of common stock from vesting of restricted stock units (in shares) | 264,000 | ||||
Tax withholding related to vesting of restricted stock units | (444) | (444) | |||
Issuance of common stock under employee stock purchase plan | 28 | 28 | |||
Issuance of common stock under employee stock purchase plan (in shares) | 23,000 | ||||
Stock-based compensation expense | 2,108 | 2,108 | |||
Net loss | (12,944) | (12,944) | |||
Foreign currency translation adjustments | 53 | 53 | |||
Balances at end of period at Dec. 31, 2021 | $ 46,258 | $ 15 | $ 351,394 | $ (304,107) | $ (1,044) |
Balances at end of period (in shares) at Dec. 31, 2021 | 15,532,000 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Statement Of Stockholders Equity [Abstract] | ||||
Offering costs | $ 157 | $ 1,538 | $ 463 | $ 210 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities: | ||
Net loss | $ (12,944) | $ (14,051) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation | 851 | 1,924 |
Amortization of internally developed software | 2,356 | 2,984 |
Amortization of intangible assets | 0 | 95 |
Amortization of deferred costs to obtain and fulfill contracts | 305 | 872 |
Interest expense | 6 | 22 |
Loss on disposals of property and equipment and right-of-use assets | (31) | (23) |
Unrealized foreign currency (gains) losses | 50 | (51) |
Stock-based compensation related to equity awards | 2,021 | 1,494 |
Provision for bad debts | (131) | (177) |
Net change in operating leases | (531) | (383) |
Deferred income tax benefits | (12) | 13 |
Changes in operating assets and liabilities | ||
Accounts receivable | 563 | 4,056 |
Prepaid expenses and other assets | 353 | (42) |
Accounts payable | 47 | (750) |
Accrued expenses and other liabilities | (907) | (1,704) |
Net cash used in operating activities | (7,942) | (5,675) |
Investing activities: | ||
Purchases of property and equipment | (6) | (15) |
Capitalization of internally developed software | (1,290) | (1,869) |
Net cash (used in) provided by investing activities | (1,296) | (1,884) |
Financing activities: | ||
Proceeds from note payable | 0 | 3,320 |
Proceeds from issuance of common shares through at-the-market offering, net of offering costs | 41,888 | 7,670 |
Payment of principal on finance lease liabilities | (15) | (598) |
Employee taxes paid for withheld shares upon equity award settlement | (428) | (178) |
Proceeds from employee stock purchase plan, net | 34 | 19 |
Net cash provided by financing activities | 41,479 | 10,233 |
Effect of foreign exchange rate changes on cash and cash equivalents and restricted cash | (4) | 41 |
Net increase in cash and cash equivalents and restricted cash | 32,237 | 2,715 |
Cash and cash equivalents and restricted cash: | ||
Beginning of year | 14,820 | 12,105 |
End of year | 47,057 | 14,820 |
Supplemental disclosures of other cash flow information: | ||
Cash paid for interest | 0 | 26 |
Cash paid (received) for income taxes | (1,031) | 21 |
Supplemental disclosures of lease transactions: | ||
Issuance of common stock under employee stock purchase plan | 28 | 26 |
Amortization of prepaid stock issuance costs | $ 246 | $ 170 |
Background
Background | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Background | 1. Background Marin Software Incorporated (the “Company”) was incorporated in Delaware in March 2006. The Company provides enterprise marketing software for advertisers and agencies to integrate, align and amplify their digital advertising spend across the web and mobile devices. Offered as a unified software-as-a-service (“SaaS”) advertising management solution for search, social and eCommerce advertising, the Company’s platform helps digital marketers convert precise audiences, improve financial performance and make better decisions. The Company’s corporate headquarters are located in San Francisco, California, and the Company has additional offices in the following locations: Austin, Dublin, London, New York, Paris and Shanghai. References to “2021” and “2020” shall mean the years ended December 31, 2021 and 2020, respectively. All amounts presented in these notes to the consolidated financial statements are in thousands, except where noted. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Liquidity The Company has incurred significant losses in each fiscal year since its incorporation in 2006, and management expects such losses to continue in the future. The Company incurred net losses of $ 12,944 and $ 14,051 for 2021 and 2020, respectively. As of December 31, 2021, the Company had an accumulated deficit of $ 304,107 . The Company had cash, cash equivalents and restricted cash of $ 47,057 as of December 31, 2021. Management expects to incur additional losses and experience negative operating cash flows in the future. The Company’s ability to achieve its business objectives and to continue to meet its obligations is dependent upon maintaining a certain level of liquidity, which could be impacted by several factors, including the extent of customer acceptance and adoption of its new MarinOne platform and other market conditions and the ongoing effects of the novel coronavirus (COVID-19) pandemic. The global outbreak of COVID-19 has disrupted economic markets and the full economic impact, duration, and spread of COVID-19 is uncertain at this time and difficult to predict considering the rapidly evolving landscape. Since mid-March 2020, some of the Company’s customers have reduced the amount of digital advertising spend that they manage using the Company’s products, which has had an adverse effect on the Company’s results of operations, and some of the Company’s customers have requested extended payment terms, reduced fees or fee waivers, early contract terminations and other forms of contract relief. Although the Company has pursued, and expects to continue to pursue, additional sources of liquidity, including additional equity and debt financing, there is no assurance that any additional financing will be available on acceptable terms, or at all. During the third quarter of 2020 , the Company commenced a restructuring plan that included a global reduction-in-force and other cost saving actions to reduce its operating expenses and address the impact of the COVID-19 pandemic on its business (the “2020 Restructuring Plan”). The 2020 Restructuring Plan is expected to ultimately result in the reduction of the Company’s global workforce by approximately 60 employees, approximately half of which are located outside of the United States. The planned workforce reductions were substantially completed during 2020. The Company’s ability to continue as a going concern is substantially dependent upon its ability to improve customer retention rates, increase new bookings, and further reduce its expenses. In May 2020, the Company entered into a loan agreement with Harvest Small Business Finance, LLC as the lender (“Lender”) for a loan in an aggregate principal amount of $ 3,320 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration (the “SBA”). An aggregate principal amount of $ 3,117 of the Loan was forgiven in January 2022 and the Company repaid the remaining outstanding balance of approximately $ 200 in February 2022. For the year ended December 31, 2020, the Company sold 2,726 shares of its common stock under this equity distribution agreement and received proceeds of $ 7,500 , net of offering costs of $ 463 , at a weighted average sales price of $ 2.92 per share. For the year ended December 31, 2019, the Company sold 658 shares of its common stock under this equity distribution agreement and received proceeds of $ 1,643 , net of offering costs of $ 210 , at a weighted average sales price of $ 2.82 per share. During February 2021, the Company sold an additional 1,186 shares of its common stock under the equity distribution agreement and received proceeds of $ 3,025 , net of offering costs of $ 157 , at a weighted average sales price of $ 2.68 per share. There are currently no additional amounts available to be sold under this equity distribution agreement. In July 2021, the Company entered into a new equity distribution agreement with JMP Securities under which it could sell shares of its common stock up to an aggregate gross sales price of $ 40,000 through an at-the-market offering program administered by JMP Securities. In July 2021, the Company sold 4,316 shares of its common stock under this July 2021 equity distribution agreement and received proceeds of $ 38,800 , net of offering costs of $ 1,200 , at a weighted average price of $ 9.27 per share, which exhausted all securities available for sale under this July 2021 equity distribution agreement. In August 2021, the Company filed a new shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on August 19, 2021 and provides that the Company may offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 100,000 . As part of this new 2021 registration statement, the Company entered into a third equity distribution agreement with JMP Securities and established a new $ 50,000 “at-the-market” securities offering facility, pursuant to which it may be able to issue and sell shares of its common stock. The Company has not yet sold any shares under this August 2021 equity distribution agreement and no assurances can be provided as to if or when the Company may be able to sell any shares or the terms of any such sales. In accordance with the SEC’s Instruction I.B.6 of Registration Statement on Form S-3, the Company is adjusting the maximum aggregate market value of the securities that may be sold pursuant to this current "at-the-market" securities offering facility from $ 50,000 to approximately $ 22,800 based on the estimated market capitalization of the Company on the date the Company files this Annual Report until such time when the Company is eligible to conduct such offering in accordance with Instruction I.B.1 of the Registration Statement on Form S-3. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainties such as the impact of future events, economic and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowances for doubtful accounts and customer revenue credits, the carrying value of long-lived assets, the useful lives of long-lived assets, and the accounting for income taxes. Certain Significant Risks and Uncertainties The Company operates in a rapidly changing environment that involves a number of risks, some of which are beyond the Company’s control that could have a material adverse effect on the Company’s business, operating results and financial condition. These risks include, among others, the Company’s history of losses and negative cash flows; the highly competitive environment in which the Company operates; the ability to maintain and increase usage rates of the Company’s platform and the ability for the Company to increase demand for its solutions. Since March 2020, the Company has undertaken measures to protect its employees and customers in response to the COVID-19 pandemic. There can be no assurance that these measures will be effective, however, or that the Company can adopt them without adversely affecting its business operations. In addition, the COVID-19 pandemic has created and may continue to create significant uncertainty in global financial markets, which may decrease technology spending, depress demand for the Company’s platform and harm the Company’s business and results of operations. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may impact the Company’s financial condition, liquidity, or results of operations is uncertain. The Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company has not experienced any loss relating to cash and cash equivalents in these accounts. The Company performs periodic credit evaluations of its customers and generally does not require collateral. As of December 31, 2021 and 2020 , accounts receivable from one long-term strategic agreement with Google (see Note 3) accounted for 39 % and 34 %, respectively, of the Company's total accounts receivable, net. Revenues, net from the same long-term strategic agreement accounted for 35 % and 31 % of tota l revenues, net for the years ended December 31, 2021 and 2020 , respectively. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents. Deposits held with financial institutions are likely to exceed the amount of insurance on these deposits. Cash equivalents consist of money market funds which are readily convertible into cash and have original maturity dates of less than three months from the date of their respective purchases. Cash equivalents were $ 44,930 and $ 12,386 as of December 31, 2021 and 2020, respectively. Restricted cash consists of deposits held with a financial institution to secure the Company’s non-cancelable leases for its corporate headquarters in San Francisco (see Note 11). Fair Value of Financial Instruments The Company’s financial instruments, including accounts receivable, accounts payable and accrued expenses are carried at cost, which approximates fair value because of the short-term nature of those instruments. Based on borrowing rates available to the Company for loans with similar terms and maturities and in consideration of the Company’s credit risk profile, the carrying value of outstanding lease liabilities approximates fair value as well. The Company’s note payable approximates fair value primarily due to its relatively short-term nature and lack of significant change in interest rates since it was funded. The Company measures and reports certain financial assets at fair value on a recurring basis, including its investments in money market funds. The fair value hierarchy prioritizes the inputs into three broad levels: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 Inputs are unobservable inputs based on the Company’s assumptions. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Allowances for Doubtful Accounts and Revenue Credits The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. The Company performs a regular review of its customers’ payment histories and associated credit risks and it generally does not require collateral from its customers. When collection of an outstanding balance is no longer probable, the Company will either partially or fully write-off the balance against the allowance for doubtful accounts. Certain contracts with advertising agencies contain sequential liability provisions, whereby the agency does not have an obligation to pay the Company until payment is received from the agency’s customers. In these circumstances, the Company evaluates the credit worthiness of the agency’s customers, in addition to the agency itself. The following are changes in the allowance for doubtful accounts for the periods presented. Years Ended December 31, 2021 2020 Balances at beginning of year $ 1,236 $ 1,559 Reductions to expense ( 131 ) ( 177 ) Write-offs and other deductions ( 319 ) ( 146 ) Balances at end of year $ 786 $ 1,236 From time to time, the Company provides revenue credits to customers. These typically relate to customer disputes and billing adjustments and are recorded as a reduction of revenues, net. Reserves for these revenue credits are accounted for as variable consideration under authoritative revenue recognition guidance (see Note 3) and are estimated based on historical credit activity. As of December 31, 2021 and 2020, the Company recorded an allowance for potential customer revenue credits in the amount of $ 131 and $ 437 , respectively. Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Major additions and improvements are capitalized while repairs and maintenance that do not extend the life of the asset are charged to operations as incurred. Depreciation and amortization expense is allocated to both cost of revenues and operating expenses. Internally Developed Software Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life, which is three years . The Company expenses all costs incurred that relate to planning and post implementation phases of development. Development phase costs generally inc lude salaries and personnel costs and third-party contractor expenses associated with software development, configuration and coding. Capitalized costs related to internally developed software under development are treated as construction in progress until the program, feature or functionality is ready for its intended use, at which time amortization commences. For 2021 and 2020, the Company capitalized $ 1,290 and $ 1,869 of costs related to internally developed software, respectively. Amortization of capitalized costs related to internally developed software was $ 2,356 and $ 2,984 for 2021 and 2020, respectively. As of December 31, 2021 and 2020, unamortized internally developed software costs, including construction in progress, totaled $ 3,029 and $ 4,008 , respectively. Amortization of internally developed software is reflected in cost of revenues. Costs associated with minor enhancements and maintenance are expensed as incurred. Impairment of Long-Lived Assets The Company evaluates long-lived assets, excluding goodwill, for potential impairment whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. An impairment loss is recognized only if the carrying value of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. There were no such impairment losses in 2021 or 2020 . Leases The Company has operating leases for corporate offices worldwide and for space at a data center. Additionally, the Company leases computer equipment through various finance leases. New contractual arrangements are evaluated at inception to determine if the contract is or contains a lease. For any contracts that are or contain a lease, the Company determines the appropriate classification of each identified lease as operating or finance. For all identified leases, the Company records the related lease liabilities and right-of-use (“ROU”) assets based on the future minimum lease payments over the lease term, which only includes options to renew the lease if it is reasonably certain that the Company will exercise that option. For leases with original terms of 12 months or less, the Company recognizes the lease expense as incurred and does not recognize lease liabilities and ROU assets. Lease liabilities are measured based on the future minimum lease payments discounted over the lease term. The Company uses the discount rate implicit in the lease whenever that rate is readily determinable. For leases where no such rate is determinable, the Company uses its incremental borrowing rate, or the rate of interest that Company would have to pay to borrow an amount equal to the lease payments, on a collateralized basis over a similar term and in a similar economic environment. Current and non-current operating lease liabilities are presented on the consolidated balance sheet, while current finance lease liabilities are included in accrued expenses and other current liabilities, and non-current finance lease liabilities are included in other long-term liabilities on the consolidated balance sheets. ROU assets are measured based on the associated lease liabilities, adjusted for any lease incentives such as tenant improvement allowances. ROU assets for operating leases are presented as non-current assets on the consolidated balance sheet, while ROU assets for finance leases are included within property and equipment, net. For operating leases, the Company recognizes the expense for lease payments on straight-line basis over the lease term. See Note 11 for further discussion on the Company’s leases. Revenue Recognition The Company generates revenues principally from subscriptions either directly with advertisers or with advertising agencies to its platform for the management of search, social and eCommerce advertising. The Company also generates revenues from strategic agreements with certain leading publishers. Under these strategic agreements, the Company receives consideration based on a percentage of the search advertising spend that customers manage on its platform. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. See Note 3 for further discussion on the Company's revenues. Cost of Revenues Cost of revenues primarily consists of costs related to hosting the Company’s cloud-based platform, providing implementation and ongoing customer support, data communications expenses, salaries and benefits of operations and support personnel, software license fees, costs associated with website development activities, indirect overhead, amortization expense associated with capitalized internally developed software and intangible assets and property and equipment depreciation. Stock-Based Compensation Expense Stock-based compensation expense is measured at grant date based on the fair value of the award and is expensed on a straight-line basis over the requisite service period. Restricted stock units (“RSUs”) are measured based on the fair market values of the underlying common stock on the dates of grant. Shares of common stock are issued on the vesting dates. Fair values of stock option awards are determined on the date of grant using the Black-Scholes option-pricing model. In applying this option-pricing model, the Company’s determination of the fair value of the stock option award on the date of grant is affected by the Company’s fair value of its common stock, as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility, actual and projected stock option exercise behaviors and risk-free interest rate. For stock option and RSU awards with time-based vesting, the Company recognizes stock-based compensation expense over the requisite service period using the straight-line method, based on awards ultimately expected to vest. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. See Note 9 and Note 10 for further information. Research and Development Research and development costs are expensed as incurred, except for certain internal software development costs, which may be capitalized as noted above. Research and development costs consist of personnel costs, including salaries, stock-based compensation expense, benefits and bonuses, as well as non-personnel costs such as professional fees payable to third-party development resources, amortization of intangible assets and allocated overhead costs. Advertising and Promotion Advertising and promotional costs are expensed as incurred and included in sales and marketing expense in the accompanying consolidated statements of comprehensive loss. Advertising and promotion expense totaled $ 221 and $ 90 for 2021 and 2020 , respectively. Sales Taxes Sales and other taxes collected from customers and remitted to governmental authorities are presented on a net basis and thus excluded from revenues. Foreign Currency For international subsidiaries whose functional currency is not the U.S. Dollar, we re-measure the monetary assets and liabilities of these subsidiaries to U.S. Dollars using rates of exchange in effect at the balance sheet date. Nonmonetary assets and liabilities are re-measured to U.S. Dollars using historical exchange rates, and other accounts are re-measured using average exchange rates in effect during each period presented. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive loss on the accompanying consolidated balance sheets, and related periodic movements are summarized as a line item in the consolidated statements of comprehensive loss. The Company records net gains and losses resulting from for eign exchange transactions as a component of other income, net. Aggregate foreign currency gains (losses) included in determining net loss were $( 21 ) and $( 21 ) for 2021 and 2020 , respectively. Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company establishes a liability for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax returns. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The liability is adjusted in light of changing facts and circumstances, such as the outcome of a tax audit. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense, though such amounts were no t material in 2021 or 2020. The Company does not expect that changes in the liability for uncertain tax positions for the next twelve months will have a material impact on the Company’s consolidated financial position or results of operations. Paycheck Protection Program (PPP) Loan The Company accounts for its PPP Loan as debt under the guidance in Accounting Standards Codification 470, Debt. As such, the outstanding amount is reflected as a note payable in the Company’s consolidated balance sheet, the proceeds are reflected under financing activities in the Company’s consolidated statement of cash flows and interest expense is accrued and recognized in the Company’s statement of operations. The forgiveness of a $ 3,117 of the PPP Loan amount in January 2022 will be reflected as a gain on debt extinguishment in the Company’s statement of operations. See also Note 7. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board, (“FASB”), issued Accounting Standards Update, (“ASU”) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by clarifying and amending existing guidance related to the recognition of franchise tax, the evaluation of a step-up in the tax basis of goodwill and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The Company adopted ASU 2019-12 on January 1, 2021 , and there was no material impact on its consolidated financial statements as a result of adoption. Recent Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets and certain other financial instruments to require the use of a new forward-looking “expected loss” model that will generally result in earlier recognition of allowances for losses. This ASU will also require disclosure of more information related to these items. As the Company meets the SEC’s definition of a “smaller reporting company”, ASU 2016-13 is effective for annual periods beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. |
Revenues
Revenues | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 3. Revenues Revenue Recognition The Company generates its revenues principally from subscriptions either directly with advertisers or with advertising agencies to its platform for the management of search, social and eCommerce advertising. It also generates a portion of its revenues from long-term strategic agreements with certain leading publishers. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. The Company determines revenue recognition through the following steps: • Identification of the contract, or contracts, with a customer; • Identification of the performance obligations in the contract; • Determination of the transaction price; • Allocation of the transaction price to the performance obligations in the contract; and • Recognition of revenue when, or as, the Company satisfies a performance obligation. Subscriptions The Company's subscription contracts provide advertisers with access to the Company's advertising management platform. Advertisers do not have the right to take possession of the software supporting the services at any time. These contracts are generally one year or less in length, though certain contracts extend up to two years . The subscription fee under most contracts consists of the greater of a minimum monthly platform fee or variable consideration based on the volume of advertising spend managed through the Company’s platform at the contractual percentage of spend. The variable portion generally includes tiered pricing, whereby the percentage of spend charged decreases as the value of advertising spend increases. The tiered pricing resets monthly and is consistent throughout the contract term. The Company has concluded that this volume-based pricing approach does not constitute a future material right as the pricing tiers are consistent throughout the term of the contract and similar pricing is typically offered to similar classes of customers within the same geographical areas and markets. Certain subscription contracts consist of only a flat monthly platform fee. Subscription fees are generally invoiced on a monthly basis in arrears based on the actual amount of advertising spend managed on the platform. In certain limited circumstances, the Company will invoice an advertiser in advance for the contractual minimum monthly platform fee for a defined future period, which is typically three to 12 months . The Company’s subscription services comprise a single stand-ready performance obligation satisfied over time as the advertiser simultaneously receives and consumes the benefit from the Company’s performance. This performance obligation constitutes a series of services that are substantially the same in nature and are provided over time using the same measure of progress. Revenues derived from these arrangements are recognized over time using an output method based upon the passage of time as this provides a faithful depiction of the pattern of transfer of control. Fixed minimum monthly platform fees are recognized ratably over the contract term as the single performance obligation is satisfied. Variable fees are allocated to the distinct month of the series in which they are earned because the terms of the variable payments relate specifically to the outcome from transferring the distinct time increment (month) of service and because such amounts reflect the fees to which the Company expects to be entitled for providing access to the advertising management platform for that period, consistent with the allocation objective of authoritative revenue guidance under ASC 606. Expected future revenues for subscription services related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021 were as follows: Subscription Services Revenues 2022 $ 3,403 2023 300 Total $ 3,703 The Company applies the optional exemption under ASC 606 and does not disclose the value of unsatisfied performance obligations on subscription contracts with an original term of one year or less. The amounts disclosed above as remaining performance obligations consist primarily of fixed or monthly minimum fees under contracts with an original expected duration of greater than one year . The amounts exclude estimates of variable consideration such as volume-based contracts, as well as anticipated renewals of contracts. Strategic Agreements The Company has entered into long-term strategic agreements with certain leading search publishers. Under these strategic agreements, the Company receives consideration based on a percentage of the search advertising spend that its customers manage on its platform. These strategic agreements are generally billed on a quarterly basis. The majority of the Company’s strategic agreement revenue is concentrated in one revenue share agreement, executed with Google in December 2018, with an effective date of October 1, 2018 (the “Original Google Revenue Share Agreement”). Under the Original Google Revenue Share Agreement, which constitutes a single performance obligation, the Company was eligible to receive both fixed and variable revenue share payments based on a percentage of the search advertising spend that is managed through the Company’s platform. The Original Google Revenue Share Agreement requires the Company to reinvest a specified percentage of these revenue share payments in its search technology platform to drive innovation. The performance obligation is expected to be satisfied ratably over the two-year contractual term using the output method based upon the passage of time, as Google simultaneously receives and consumes the benefit from the Company’s performance, which provides a faithful depiction of the pattern of transfer of control. The Original Google Revenue Share Agreement has a three-year term; however, until March 2020, when the Company and Google executed the first amendment to the original agreement (the “First Amendment”), Google could terminate the Original Google Revenue Share Agreement after two years, with no penalty if the Company did not meet certain financial metrics. Accordingly, the Company accounted for the Original Google Revenue Share Agreement as a two-year agreement with one optional renewal year. The revenue impact of the third year has been accounted for prospectively beginning in March 2020. In September 2021, the Company entered into a New Revenue Share Agreement with Google, which agreement has a scheduled three-year term beginning on October 1, 2021 (the "New Google Revenue Share Agreement") and continuing through September 30, 2024. This agreement is similar to the Original agreement in that the Company is eligible to receive fixed and variable revenue share payments based on a percentage of the search advertising spend that is managed through the Company’s platform and in that the Company is required to reinvest a specified percentage of these revenue share payments in its search technology platform to drive innovation. As of December 31, 2021, the Company recognized revenues of $ 1,788 for the year ended December 31, 2021, and the Company expected to recognize revenues totaling approximately $ 7,150 , $ 7,150 , and $ 5,363 for the years ending December 31, 2022, 2023 and 2024 related to remaining performance obligations under this New Google Revenue Share Agreement. The Company evaluates the total amount of variable revenue share payments expected to be earned from the Google Revenue Share Agreement by using the most likely method, as it believes this method represents the most appropriate estimate for this consideration, based on historical service trends, the individual contract considerations and the Company's best judgment. The Company includes estimates of variable consideration in revenues only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. For the years ended December 31, 2021 and 2020, the Company recogni zed $ 8,637 and $ 9,149 , respectively, as revenues from the Google Revenue Share Agreements. Revenue for the year ended December 31, 2021 includes revenue from the Original Google Revenue Share Agreement and the New Google Revenue Share Agreement. Disaggregation of Revenues, net Revenues, net by geographic area, based on the billing location of the customer, were as follows for the periods presented: Years Ended December 31, 2021 2020 United States of America $ 18,817 $ 22,409 United Kingdom 2,851 3,905 Other (1) 2,752 3,669 Total revenues, net $ 24,420 $ 29,983 (1) No individual country within the “Other” category accounted for 10% or more of revenues, net for any period presented. Revenues, net by nature of services performed were as follows for the periods presented: Years Ended December 31, 2021 2020 Subscriptions $ 15,648 $ 20,561 Strategic agreements 8,772 9,422 Total revenues, net $ 24,420 $ 29,983 Contract Balances Accounts receivable, net The timing of revenue recognition may differ from the timing of invoicing to customers. Accounts receivable are recorded at the invoice amount, net of any allowances for doubtful accounts and revenue credits. A receivable is recognized in the period the Company provides the underlying services or when the right to consideration is unconditional. The balances of accounts receivable, net of the allowances for doubtful accounts and revenue credits, as of December 31, 2021 and 2020 are presented in the accompanying consolidated balance sheets. Included in the balance of accounts receivable, net as of December 31, 2021 was $ 1,787 of unbilled receivables related to the New Google Revenue Share Agreement. Included in the balance of accounts receivable, net as of December 31, 2020 was $ 1,725 of unbilled receivables related the Original Google Revenue Share Agreement. Customer advances In certain situations, the Company receives cash payments from customers in advance of its performance of the underlying services. These advances from customers are included within accrued expenses and other current liabilities on the accompanying consolidated balance sheets. Deferred Strategic Agreement Revenues Due to the timing of revenue recognition under the Original Google Revenue Share Agreement, the contractual billings exceeded revenue recognized to date, resulting in a contract liability. As of December 31, 2020 , the Company recorded deferred strategic agreement revenues of $ 1,657 within accrued expenses and other current liabilities on the accompanying consolidated balance sheets, which was all recognized in 2021. There was no contract liability from deferred strategic agreement revenues as of December 31, 2021. Costs to Obtain and Fulfill Contracts The Company capitalizes certain contract acquisition costs, consisting primarily of commissions and related payroll taxes, when customer contracts are signed. The Company also capitalizes certain contract fulfillment costs, consisting primarily of the portion of the payroll and fringe benefits of the Company’s professional services team that relates directly to performing on-boarding and integration services for new and existing customers (collectively, “deferred costs to obtain and fulfill contracts”). The deferred costs to obtain and fulfill contracts are amortized over the expected period of benefit, which the Company has determined to be approximately 30 months. This expected period of benefit takes into consideration the duration of the Company’s customer contracts, historical contract renewal rates, the underlying technology and other factors. Amortization expense for deferred costs to obtain and fulfill contracts is included in sales and marketing expense and cost of sales, respectively, on the accompanying consolidated statements of comprehensive loss. There were no impairment losses related to costs capitalized in 2021 and 2020. The Company classifies deferred costs to obtain and fulfill contracts as current or non-current based on the timing of when the related amortization expense is expected to be recognized. The current portion of these deferred costs is included in prepaid expenses and other current assets, while the non-current portion is included in other non-current assets on the accompanying consolidated balance sheets. Changes in the balances of deferred costs to obtain and fulfill contracts during the year ended December 31, 2021 were as follows: Deferred Costs to Obtain Contracts Deferred Costs to Fulfill Contracts Balances at December 31, 2020 $ 283 $ 197 Costs deferred 198 115 Amortization ( 274 ) ( 158 ) Balances at December 31, 2021 $ 207 $ 154 |
Restructuring Activities
Restructuring Activities | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring And Related Activities [Abstract] | |
Restructuring Activities | 4. Restructuring Activities 2020 Restructuring Plan In the third quarter of 2020, the Company commenced the implementation of a restructuring and reduction-in-force plan to reduce the Company’s operating costs and address the impact of the COVID-19 pandemic, which ultimately resulted in the reduction of the Company’s global workforce by approximately 60 employees, approximately half of which were located outside of the United States. The majority of the planned workforce reductions were completed by December 31, 2020 with the remainder completed as of December 31, 2021. 2019 Restructuring Plan In the fourth quarter of 2019, the Company initiated an organizational restructuring plan (the “2019 Restructuring Plan”) designed to reduce operating expenses in response to declines in revenues. The 2019 Restructuring Plan included a headcount reduction of approximately 6 % of the Company’s workforce and the closure of certain leased facilities. Actions pursuant to the 2019 Restructuring Plan were complete as of December 31, 2020, and no further costs associated with this plan are expected. For the year ended December 31, 2021 and 2020, the Company recorded $ 181 and $ 1,176 , respectively, of restructuring-related expenses in connection with the above Restructuring Plans, as well as other organizationa l restructuring plans, in the accompanying consolidated statements of comprehensive loss. No associated costs remained unpaid as of December 31, 2021 |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |
Balance Sheet Components | 5. Balance Sheet Components The following table shows the components of property and equipment as of the dates presented: December 31, Estimated Useful Life 2021 2020 Software, including internally developed software 3 years $ 31,220 $ 29,843 Computer equipment 3 to 4 years 14,967 21,400 Finance lease ROU assets 4 years 3,714 5,067 Leasehold improvements Shorter of useful life or lease term 4,138 4,181 Office equipment, furniture and fixtures 3 to 5 years 1,606 1,671 Total property and equipment 55,645 62,162 Less: Accumulated depreciation and amortization ( 52,023 ) ( 56,685 ) Property and equipment, net $ 3,622 $ 5,477 Finance lease ROU assets consist of computer equipment held under leases. Depreciation and amortization of internally developed software for 2021 and 2020 was $ 3,207 and $ 4,908 , respectively. The following table shows the components of accrued expenses and other current liabilities as of the dates presented: December 31, 2021 2020 Accrued salary and payroll-related expenses $ 3,091 $ 2,309 Deferred strategic agreement revenues — 1,657 Accrued liabilities 962 848 Finance lease liabilities — 15 Income taxes payable 336 — Advanced billings 334 404 Other 1,453 1,319 Total accrued expenses and other current liabilities $ 6,176 $ 6,552 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | . Fair Value Measurements Account balances measured at fair value on a recurring basis include the following as of the dates presented: December 31, 2021 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 44,930 $ — $ — $ 12,386 $ — $ — The Company’s cash equivalents as of December 31, 2021 and 2020 consisted of money market funds that are classified as level 1. The fair value of the Company’s money market funds approximated amortized cost and, as such, there were no unrealized gains or losses on money market funds as of December 31, 2021 and 2020 . |
Borrowing
Borrowing | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Borrowing | 7. Borrowing In April 2020, the Company entered into an original loan agreement with Harvest Small Business Finance, LLC as the lender (“Lender”) for a loan in an aggregate principal amount of $ 3,320 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and implemented by the U.S. Small Business Administration (the “SBA”). The Loan was originally evidenced by a Note dated effective as of April 2020, but such Note was replaced by a Note with substantially the same terms, but with an updated effective date of May 2020 to account for a delay in disbursement of funds. The Loan matures two years from the date of first disbursement of the Loan, which occurred in May 2020. The Company received the loan proceeds on May 12, 2020. The Loan bears interest at a rate of 1 % per annum. Initially, all payments were deferred through the ten-month anniversary of the date of the Note. The Paycheck Protection Flexibility Act of 2020, P.L. 116-142, extended the deferral period for loan payment to the date that SBA remits the borrower’s loan forgiveness amount to the Lender. The PPP provides that borrowers may apply for forgiveness of amounts due under the Loan, with the amount of potential Loan forgiveness to be calculated based on payroll costs, any mortgage interest payments, any covered rent payments and any covered utilities payments during the 10-week period beginning on the date of first disbursement of the Loan. An aggregate principal amount of $ 3,117 of the Loan was forgiven in January 2022 and the Company repaid the remaining outstanding balance of approximately $ 200 in February 2022. |
Shelf Registration and At-the-M
Shelf Registration and At-the-Market Offering | 12 Months Ended |
Dec. 31, 2021 | |
Shelf Registration And At The Market Offering [Abstract] | |
Shelf Registration and At-the-Market Offering | 8. Shelf Registration and At-the-Market Offering On March 14, 2019, the Company filed a shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on May 10, 2019 and enables the Company to offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 50,000 . As part of this shelf registration, the Company entered into an equity distribution agreement with JMP Securities, pursuant to which the Company could offer and sell shares of its common stock having an aggregate offering price of up to $ 13,000 through an at-the-market offering program administered by JMP Securities. The Company was not required to sell any securities under this offering program. JMP Securities was entitled to compensation of up to 5.0 % of the gross proceeds from sales of the Company’s common stock pursuant to the equity distribution agreement. For the year ended December 31, 2020, the Company sold 2,726 shares of its common stock under this equity distribution agreement and received proceeds of $ 7,500 , net of offering costs of $ 463 , at a weighted average sales price of $ 2.92 per share. For the year ended December 31, 2019, the Company sold 658 shares of its common stock under this equity distribution agreement and received proceeds of $ 1,643 , net of offering costs of $ 210 , at a weighted average sales price of $ 2.82 per share. During February 2021, the Company sold an additional 1,186 shares of its common stock under the equity distribution agreement and received proceeds of $ 3,025 , net of offering costs of $ 157 , at a weighted average sales price of $ 2.68 per share. There are currently no additional amounts available to be sold under this equity distribution agreement. On July 15, 2021, the Company increased the size of the remaining $ 37,000 available on the Initial Registration Statement by an additional $ 3,000 allowing it to offer securities with an aggregate gross sales price of up to $ 40,000 . The Company also entered into a new equity distribution agreement with JMP Securities (the “July 2021 equity distribution agreement”) under which it could sell shares of its common stock up to a gross aggregate sales price of $ 40,000 through an at-the-market offering program administered by JMP Securities. JMP Securities was entitled to fees of 3 % of the gross proceeds from sales of the Company’s common stock under this July 2021 equity distribution agreement. In July 2021 the Company sold 4,316 shares of its common stock under the July 2021 equity distribution agreement and received proceeds of $ 38,800 , net of $ 1,200 in fees to JMP Securities, at a weighted average sales price of $ 9.27 per share, which resulted in the Company exhausting the amounts available for sale under the 2021 equity distribution agreement. On August 3, 2021, the Company filed a new shelf registration statement on Form S-3 with the SEC (the “2021 Registration Statement”), which was declared effective by the SEC on August 19, 2021 and provides that the Company may offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 100,000 . As part of this 2021 Registration Statement, the Company entered into a third equity distribution agreement with JMP Securities and established a new $ 50,000 “at-the-market” securities offering facility, pursuant to which, the Company may be able to issue and sell shares of the Company common stock. The Company has not yet sold any shares under this August 2021 equity distribution agreement and no assurances can be provided as to if or when the Company may be able to sell any shares or the terms of any such sales. In accordance with the SEC’s Instruction I.B.6 of Registration Statement on Form S-3, the Company is adjusting the maximum aggregate market value of the securities that may be sold pursuant to this current "at-the-market" securities offering facility from $ 50,000 to approximately $ 22,800 based on the estimated market capitalization of the Company on the date the Company files this Annual Report until such time when the Company is eligible to conduct such offering in accordance with Instruction I.B.1 of the Registration Statement on Form S-3. |
Equity Award Plans
Equity Award Plans | 12 Months Ended |
Dec. 31, 2021 | |
Equity Award Plans [Abstract] | |
Equity Award Plans | 9. Equity Award Plans In April 2006, the Company’s Board of Directors (the “Board”) adopted and the stockholders approved the 2006 Stock Option Plan (“2006 Plan”), which provided for the grant of incentive and non-statutory stock options. In February 2013, the Board adopted and the stockholders approved the 2013 Equity Incentive Plan (“2013 Plan”), which became effective on March 21, 2013. At that time, the Company ceased to grant equity awards under the 2006 Plan. Under the 2013 Plan, 643 shares of common stock were originally reserved for issuance. Additionally, all reserved and unissued shares under the 2006 Plan are eligible for issuance under the 2013 Plan. The 2013 Plan authorizes the award of incentive and non-statutory stock options, restricted stock awards, stock appreciation rights, RSUs, performance awards and stock bonuses to the Company’s employees, directors, consultants, independent contractors and advisors. On January 1 of each calendar year through 2023, the number of shares of common stock reserved under the 2013 Plan will automatically increase by an amount equal to 5 % of the total outstanding shares as of immediately preceding December 31, or such lesser number of shares as determined by the Board. Pursuant to terms of the 2013 Plan, the shares available for issuance increased by 777 shares of common stock on January 1, 2022. As of December 31, 2021 , 776 shares of common stock were available for future grants under the 2013 Plan. Stock Options Under the 2006 Plan and the 2013 Plan, the term of options granted may not exceed ten years . Unless the terms of an optionee's stock option agreement provide otherwise, if an optionee's service relationship with the Company, or any of its affiliates, ceases for any reason other than disability or death, the optionee may exercise the vested portion of any options for three months after the date of such termination. If an optionee's service relationship with the Company, or any of its affiliates, ceases due to disability or death (or an optionee dies within a certain period following cessation of service), the optionee or a beneficiary may exercise any vested options for a period of 12 months. In no event, however, may an option be exercised beyond the expiration of its term. A summary of stock option activity under the 2006 Plan and the 2013 Plan is as follows: Options Outstanding Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Balance at December 31, 2019 500 $ 23.38 5.77 $ — Options forfeited and cancelled ( 111 ) 22.74 — Balance at December 31, 2020 389 $ 23.57 5.77 $ — Options forfeited and cancelled ( 6 ) 43.45 — Balance at December 31, 2021 383 $ 23.23 4.85 $ — Options exercisable as of December 31, 2021 353 24.86 4.63 — Options vested as of December 31, 2021 353 24.86 4.63 — Options vested and expected to vest as of December 31, 2021 380 23.36 4.83 — The total estimated fair value of options vested during 2021 and 2020 was $ 31 a nd $ 239 , respectively. RSUs A summary of RSU activity under the 2013 Plan is as follows: RSUs Outstanding Number of Shares Weighted Average Grant Date Fair Value Per Unit Granted and unvested at December 31, 2019 1,104 $ 4.55 RSUs granted 539 1.50 RSUs vested ( 186 ) 5.24 RSUs cancelled and withheld to cover taxes ( 451 ) 4.65 Granted and unvested at December 31, 2020 1,006 $ 2.80 RSUs granted 975 5.84 RSUs vested ( 264 ) 3.08 RSUs cancelled and withheld to cover taxes ( 175 ) 4.16 Granted and unvested at December 31, 2021 1,542 $ 4.60 Employee Stock Purchase Plan In February 2013, the Board and stockholders approved the 2013 Employee Stock Purchase Plan (“2013 ESPP”), under which 143 shares of common stock were originally reserved for issuance. The 2013 ESPP became effective on March 22, 2013. The 2013 ESPP generally provides for six-month purchase periods and the purchase price for shares of common stock purchased under the 2013 ESPP is 85 % of the lesser of the fair market value of the common stock on (1) the first trading day of the applicable offering period and (2) the last trading day of each purchase period in the applicable offering period. On January 1 of each calendar year following the first offering date, the number of shares reserved under the 2013 ESPP automatically increases by an amount equal to 1 % of the total outstanding shares as of the immediately preceding December 31, but not to exceed 100 shares. Pursuant to the terms of the 2013 ESPP, the shares available for issuance increased by 100 shares on January 1, 2022. As of December 31, 2021, 269 shares were reserved for issuance under the 2013 ESPP. In 2021 and 2020, 23 and 21 shares, respectively, were issued under the 2013 ESPP. |
Stock-Based Compensation Expens
Stock-Based Compensation Expense | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation Expense | . Stock-Based Compensation Expense The Company recorded stock-based compensation exp ense of $ 2,021 an d $ 1,494 for 2021 and 2020, respectively. Stock Options The Company uses the Black-Scholes option-pricing model to estimate the fair value of options. This model requires the input of highly subjective assumptions including the expected volatility, risk-free interest rate and the expected life of options. There were no stock options granted in 2021 and 2020, respectively. The Company estimates the expected volatility of its common stock and expected life of its stock options based on its own historical experience. The expected volatility reflects the actual historical volatility of the price of the Company’s common stock since it began trading publicly in March 2013. The expected life represents the period of time that stock options are expected to be outstanding, based on historical exercise and employee departure behavior. The Company has no history or expectation of paying cash dividends on its common stock. The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the options in effect at the time of grant. The Company recognizes stock-based compensation expense only for those shares expected to vest over the requisite service period of the underlying award. The company determines its estimated forfeiture rated based on an analysis of its actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on recent forfeiture activity and expected future employee turnover, if any. Changes in the estimated forfeiture rate can have a significant effect on reported stock-based compensation expense, as the cumulative effect of adjusting the rate for all expense is recognized in the period the forfeiture estimate is changed. No compensation cost is recorded for stock options that do not vest, and the compensation cost for vested stock options, whether forfeited or not, is not reversed. There were no exercises of stock options in 2021 and 2020. As of December 31, 2021 and 2020 , there was $ 82 and $ 92 , respectively, of unrecognized compensation cost, adjusted for estimated forfeitures, related to options, which is expected to be recognized over a weighted-average period of 0.6 and 1.7 years, respectively. RSUs As of December 31, 2021 and 2020, there was $ 4,957 and $ 1,935 , respectively, of unrecognized compensation cost, adjusted for estimated forfeitures, related to RSUs, which is expected to be recognized over a weighted-average period of 1.8 years and 2.1 years, respectively. The Company uses the fair market value of the underlying common stock on the dates of grant to determine the fair value of RSUs. Employee Stock Purchase Plan The Company estimates the fair value of purchase rights under the 2013 ESPP using the Black-Scholes valuation model. The fair value of each purchase right under the 2013 ESPP is estimated on the date of grant using the Black-Scholes option valuation model and the straight-line attribution approach with assumptions substantially similar to those used for the valuation of stock option awards, with the exception of the expected life. The expected life is estimated to be six months , which is consistent with the purchase periods under the 2013 ESPP. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Leases | 11. Leases Operating and Finance Leases The Company has operating leases for corporate offices worldwide and for space at a data center. As of December 31, 2021 , the Company had net operating lease ROU assets of $ 1,660 . Operating lease costs, consisting primarily of rental expense, were approximately $ 6,085 and $ 7,412 for the years ended December 31, 2021 and 2020, respectively. Variable rent expense was not material for the years ended December 31, 2021 and 2020. At various dates between August 2015 and October 2016, the Company entered into finance lease arrangements with two separate manufacturers for computer equipment. These finance leases are collateralized by the underlying computer equipment. As of December 31, 2021, the Company had net finance lease ROU assets o f $ 22 . Finance lease ROU assets are included in property and equipment on the consolidated balance sheets. Interest expense associated with finance leases is included within other income, net, on the consolidated statements of comprehensive loss. Finance lease costs for the year ended December 31, 2021 consisted of $ 123 i n depreciation of the leased assets. Costs associated with finance leases for the year ended December 31, 2020 consisted of $ 543 in depreciation of the leased assets, and $ 14 in interest expense. As of December 31, 2021 , the weighted-average rate used in discounting the lease liabilities for ROU operating leases was 6.7 % and the weighted average remaining lease term for ROU operating leases was 0.5 years. The maturities of operating lease liabilities as of December 31, 2021 are as follows: Operating Leases 2022 $ 2,037 Total lease payments 2,037 Less: Amount representing imputed interest ( 31 ) Present value of lease liabilities 2,006 Less: Current portion of lease liabilities ( 2,006 ) Non-current portion of lease liabilities $ — Supplemental cash flow information related to operating leases was as follows: Year Ended Year Ended December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 15 $ 598 Operating cash flows from finance leases — 17 Operating cash flows from operating leases 6,562 7,858 ROU assets obtained in exchange for lease liabilities: Operating lease liabilities $ — $ 6,720 The operating lease ROU asset obtained relates to the Las Vegas colocation service orders executed in January 2020, as well as a new Austin office lease executed in January 2020 and a new office lease in Dublin, Ireland executed in September 2020. Subleases The Company subleases portions of its San Francisco office space. In August 2018, the Company entered into agreements to (a) extend its existing sublease for a portion of its San Francisco office space through July 2022, and (b) sublease an additional 14,380 square feet of its San Francisco office space to an unrelated third party which expired in July 2020. The Company also had a sublease for its Portland office space with an unrelated third party which expired in May 2020. Income from these sublease agreements is included in other income, net, on the accompanying consolidated statements of comprehensive loss. Sublease income for the years ended December 31, 2021 and 2020 was $ 1,084 a nd $ 1,715 , respectively. Future minimum amounts due under subleases as of December 31, 2021 are as follows: Operating Sublease Income 2022 $ 616 Total amounts due under subleases $ 616 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes The components of the Company’s loss before (benefit from) or provision for income taxes are as follows: Years Ended December 31, 2021 2020 United States of America $ ( 16,192 ) $ ( 6,553 ) International 3,114 ( 8,209 ) Loss before (benefit from) provision for income taxes $ ( 13,078 ) $ ( 14,762 ) The components of the (benefit from) or provision for income taxes were as follows: Years Ended December 31, 2021 2020 Current income tax provision: State $ 39 $ ( 4 ) Foreign ( 179 ) ( 720 ) Total current income tax provision ( 140 ) ( 724 ) Deferred income tax benefit: Foreign 6 13 Total deferred income tax benefit 6 13 Benefit from income taxes $ ( 134 ) $ ( 711 ) The differences in the total (benefit from) or provision for income taxes that would result f rom applying the 21 % federal statutory rate in 2021 and 2020 to the loss before provision for income taxes and the reported provision for income taxes were as follows: Years Ended December 31, 2021 2020 Tax benefit at U.S. statutory rate $ ( 2,746 ) $ ( 3,100 ) Change in valuation allowance 4,547 1,152 Stock-based compensation 46 686 Uncertain tax positions ( 194 ) 663 State income taxes, net of federal benefit ( 1,223 ) ( 495 ) Foreign income and withholding taxes ( 560 ) 458 Other permanent differences 52 ( 196 ) Provision to return adjustments ( 56 ) 121 Benefit from income taxes $ ( 134 ) $ ( 711 ) Major components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Non-current deferred tax assets: Net operating loss $ 32,403 $ 28,264 Research and development credits 9,820 9,820 Other credits 4,164 4,164 Operating lease liabilities 566 2,045 Stock-based compensation 476 400 Property and equipment and intangible assets 653 429 Accruals and reserves 387 209 Gross non-current deferred tax assets 48,469 45,331 Right-of-use assets, operating leases ( 471 ) ( 1,826 ) Total non-current deferred tax liabilities ( 471 ) ( 1,826 ) Total deferred tax assets 47,998 43,505 Valuation allowance ( 47,915 ) ( 43,368 ) Net deferred tax assets (liabilities) $ 83 $ 137 The Tax Reform Act of 1986, as amended, imposes restrictions on the utilization of net operating losses and tax credit carryforwards in certain situations where changes occur in the stock ownership of a corporation. Utilization of a domestic net operation loss or tax credit carryforward may be subject to a substantial limitation due to ownership changes that may have occurred or that could occur in the future, as required by Internal Revenue Code Section 382 ("IRC Section 382"), as well as similar state provisions. Accordingly, a company’s ability to use net operating losses may be limited as prescribed under IRC Section 382. Events which may cause limitations in the amount of the net operating losses that the Company may use in any one year include, but are not limited to, a cumulative ownership change of more than 50 % over a three-year period. The Company last assessed the application of IRC Section 382 during the fourth quarter of 2017 and concluded that no such limitation currently applies. These conclusions are monitored in future periods as circumstances dictate, such as significant changes in the Company's stock ownership. In the event the Company experiences any subsequent changes in ownership, the amount of net operating losses and research and development credit carryovers available in any taxable year could be limited and may expire unutilized. As of December 31, 2021, the Company had federal and state net operating loss carryforwards of approximately $ 132,670 and $ 116,387 , respectively. The federal net operating loss carryforward will begin expiring in 2027 and the state net operating loss carryforward will begin expiring in 2022 . As of December 31, 2021, the Company had federal and state research and development credits of approximately $ 6,123 and $ 6,451 , respectively. The federal research and development credits will begin expiring in 2026 . The state research and development credits are not currently subject to expiration. The Company has recorded a full valuation allowance against its otherwise recognizable deferred income tax assets as of December 31, 2021 and 2020 (except for the deferred income tax assets associated with certain of the Company’s foreign subsidiaries). The Company has determined, after evaluating all positive and negative historical and prospective evidence, that it is more likely than not that the deferred income tax assets will not be realized (except for those associated with certain of the Company's foreign subsidiaries). The valuation allowance increased by $ 4,547 and $ 1,152 for the years ended December 31, 2021, and December 31, 2020, respectively. The Company files federal, state and foreign income tax returns in jurisdictions with varying statutes of limitations. In the normal course of business, the Company is subject to examination by taxing authorities throughout the world. These audits include questioning the timing and amount of deduction, the nexus of income among various tax jurisdictions and compliance with state, local and foreign tax laws. The Company is not currently under any examination by any federal, state or foreign tax authorities. Because of net operating loss and credit carryforwards, all of the Company’s tax years dating to inception in 2006 remain open to examination. Uncertain Tax Positions As of December 31, 2021 and 2020, the Company had uncertain tax positions of $ 1,079 and $ 1,372 , respectively, that if recognized would impact the annual effective tax rate. During 2021 and 2020, the Company did not have any material interest or penalties related to uncertain tax positions. The aggregate changes in the balance of gross uncertain tax positions were as follows : Ending balance as of December 31, 2019 $ 8,618 Increase in balances related to tax positions taken during the current period 1,193 Increase in balances related to tax positions taken during the prior period 43 Decrease in balances related to lapses in statutes of limitations ( 507 ) Ending balance as of December 31, 2020 9,347 Decrease in balances related to lapses in statutes of limitations ( 292 ) Ending balance as of December 31, 2021 $ 9,055 The Company does not anticipate that the amount of uncertain tax positions relating to tax positions existing at December 31, 2021 will materially increase or decrease within the next twelve months. |
Net Loss Per Share Available to
Net Loss Per Share Available to Common Stockholders | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share Available to Common Stockholders | 13. Net Loss Per Share Available to Common Stockholders Basic net loss per share of common stock is calculated by dividing the net loss available to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Diluted net loss per share of common stock is computed by dividing the net loss using the weighted-average number of shares of common stock, excluding common stock subject to repurchase, and, if dilutive, potential shares of common stock outstanding during the period. Basic and diluted net loss per share was the same for all periods presented, as the impact of all potentially dilutive securities outstanding was anti-dilutive. The following table presents the calculation of basic and diluted net loss per share: Years Ended December 31, 2021 2020 Numerator: Net loss available to common stockholders $ ( 12,944 ) $ ( 14,051 ) Denominator: Weighted average number of shares, basic and diluted 12,846 7,344 Net loss per share available to common stockholders: Basic and diluted net loss per common share available to common stockholders $ ( 1.01 ) $ ( 1.91 ) The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because including them would have been anti-dilutive: Years Ended December 31, 2021 2020 Options to purchase common stock 383 389 Unvested RSUs 1,542 1,006 Total 1,925 1,395 |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. Segment Reporting The Company defines the term “chief operating decision maker” to be the Chief Executive Officer. The Chief Executive Officer reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating of financial performance. Accordingly, the Company has determined that it operates as a single reporting and operating segment. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies Legal Matters From time to time, the Company may be involved in lawsuits, claims, investigations and proceedings, consisting of intellectual property, commercial, employment and other matters, which arise in the ordinary course of business. In accordance with GAAP, the Company records a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, ruling, advice of legal counsel and other information and events pertaining to a particular case. Litigation is inherently unpredictable. If any unfavorable ruling was to occur in any specific period or if a loss becomes probable and estimable, there exists the possibility of a material adverse impact on the Company’s results of operations, financial position or cash flows. As of December 31, 2021, no material amounts are recorded related to legal proceedings on the consolidated balance sheet. Indemnification The Company enters into standard indemnification agreements in the ordinary course of business. Pursuant to the agreements, each party may indemnify, defend and hold the other party harmless with respect to such claim, suit or proceeding brought against it by a third party alleging that the indemnifying party’s intellectual property infringes upon the intellectual property of the third party, or results from a breach of the indemnifying party’s representations and warranties or covenants, or that results from any acts of negligence or willful misconduct. The term of these indemnification agreements is generally perpetual any time after execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is unlimited. Historically, the Company has not been obligated to make significant payments for these obligations and no liabilities have been recorded for these obligations on the consolidated balance sheets as of December 31, 2021 and 2020. The Company also indemnifies its officers and directors for certain events or occurrences, subject to certain limits, while the officer or director is or was serving at the Company’s request in such capacity. The maximum amount of potential future indemnification is unlimited; however, the Company has a directors’ and officers’ insurance policy that enables the Company to recover a portion of any future amounts paid. Historically, the Company has not been obligated to make any payments for these obligations and no liabilities have been recorded for these obligations on the consolidated balance sheets as of December 31, 2021 and 2020. Other Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s financial position, results of operations or cash flows. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | 16. Employee Benefit Plans The Company sponsors a 401(k) defined contribution plan covering all employees in the United States. The Company made no contributions under this plan for 2021 and 2020. The Company also sponsors a statutorily required defined contribution pension plan covering all employees in the United Kingdom. The Company made contributions to this plan of $ 74 and $ 90 for the years ended December 31, 2021 and 2020, respectively. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | 17. Subsequent Event An aggregate principal amount of $ 3,117 of the PPP Loan was forgiven in January 2022 and the Company repaid the remaining outstanding balance of approximately $ 200 in February 2022. See Note 7 for further discussion of this loan. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Liquidity | Liquidity The Company has incurred significant losses in each fiscal year since its incorporation in 2006, and management expects such losses to continue in the future. The Company incurred net losses of $ 12,944 and $ 14,051 for 2021 and 2020, respectively. As of December 31, 2021, the Company had an accumulated deficit of $ 304,107 . The Company had cash, cash equivalents and restricted cash of $ 47,057 as of December 31, 2021. Management expects to incur additional losses and experience negative operating cash flows in the future. The Company’s ability to achieve its business objectives and to continue to meet its obligations is dependent upon maintaining a certain level of liquidity, which could be impacted by several factors, including the extent of customer acceptance and adoption of its new MarinOne platform and other market conditions and the ongoing effects of the novel coronavirus (COVID-19) pandemic. The global outbreak of COVID-19 has disrupted economic markets and the full economic impact, duration, and spread of COVID-19 is uncertain at this time and difficult to predict considering the rapidly evolving landscape. Since mid-March 2020, some of the Company’s customers have reduced the amount of digital advertising spend that they manage using the Company’s products, which has had an adverse effect on the Company’s results of operations, and some of the Company’s customers have requested extended payment terms, reduced fees or fee waivers, early contract terminations and other forms of contract relief. Although the Company has pursued, and expects to continue to pursue, additional sources of liquidity, including additional equity and debt financing, there is no assurance that any additional financing will be available on acceptable terms, or at all. During the third quarter of 2020 , the Company commenced a restructuring plan that included a global reduction-in-force and other cost saving actions to reduce its operating expenses and address the impact of the COVID-19 pandemic on its business (the “2020 Restructuring Plan”). The 2020 Restructuring Plan is expected to ultimately result in the reduction of the Company’s global workforce by approximately 60 employees, approximately half of which are located outside of the United States. The planned workforce reductions were substantially completed during 2020. The Company’s ability to continue as a going concern is substantially dependent upon its ability to improve customer retention rates, increase new bookings, and further reduce its expenses. In May 2020, the Company entered into a loan agreement with Harvest Small Business Finance, LLC as the lender (“Lender”) for a loan in an aggregate principal amount of $ 3,320 (the “Loan”) pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security (CARES) Act and implemented by the U.S. Small Business Administration (the “SBA”). An aggregate principal amount of $ 3,117 of the Loan was forgiven in January 2022 and the Company repaid the remaining outstanding balance of approximately $ 200 in February 2022. For the year ended December 31, 2020, the Company sold 2,726 shares of its common stock under this equity distribution agreement and received proceeds of $ 7,500 , net of offering costs of $ 463 , at a weighted average sales price of $ 2.92 per share. For the year ended December 31, 2019, the Company sold 658 shares of its common stock under this equity distribution agreement and received proceeds of $ 1,643 , net of offering costs of $ 210 , at a weighted average sales price of $ 2.82 per share. During February 2021, the Company sold an additional 1,186 shares of its common stock under the equity distribution agreement and received proceeds of $ 3,025 , net of offering costs of $ 157 , at a weighted average sales price of $ 2.68 per share. There are currently no additional amounts available to be sold under this equity distribution agreement. In July 2021, the Company entered into a new equity distribution agreement with JMP Securities under which it could sell shares of its common stock up to an aggregate gross sales price of $ 40,000 through an at-the-market offering program administered by JMP Securities. In July 2021, the Company sold 4,316 shares of its common stock under this July 2021 equity distribution agreement and received proceeds of $ 38,800 , net of offering costs of $ 1,200 , at a weighted average price of $ 9.27 per share, which exhausted all securities available for sale under this July 2021 equity distribution agreement. In August 2021, the Company filed a new shelf registration statement on Form S-3 with the SEC, which was declared effective by the SEC on August 19, 2021 and provides that the Company may offer its common stock, preferred stock, debt securities, warrants, subscription rights and units having an aggregate offering price of up to $ 100,000 . As part of this new 2021 registration statement, the Company entered into a third equity distribution agreement with JMP Securities and established a new $ 50,000 “at-the-market” securities offering facility, pursuant to which it may be able to issue and sell shares of its common stock. The Company has not yet sold any shares under this August 2021 equity distribution agreement and no assurances can be provided as to if or when the Company may be able to sell any shares or the terms of any such sales. In accordance with the SEC’s Instruction I.B.6 of Registration Statement on Form S-3, the Company is adjusting the maximum aggregate market value of the securities that may be sold pursuant to this current "at-the-market" securities offering facility from $ 50,000 to approximately $ 22,800 based on the estimated market capitalization of the Company on the date the Company files this Annual Report until such time when the Company is eligible to conduct such offering in accordance with Instruction I.B.1 of the Registration Statement on Form S-3. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated upon consolidation. |
Accounting Estimates | Accounting Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make certain estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. The Company is subject to uncertainties such as the impact of future events, economic and political factors and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in reported results of operations and if material, the effects of changes in estimates are disclosed in the notes to the consolidated financial statements. Significant estimates and assumptions by management affect the allowances for doubtful accounts and customer revenue credits, the carrying value of long-lived assets, the useful lives of long-lived assets, and the accounting for income taxes. |
Certain Significant Risks and Uncertainties | Certain Significant Risks and Uncertainties The Company operates in a rapidly changing environment that involves a number of risks, some of which are beyond the Company’s control that could have a material adverse effect on the Company’s business, operating results and financial condition. These risks include, among others, the Company’s history of losses and negative cash flows; the highly competitive environment in which the Company operates; the ability to maintain and increase usage rates of the Company’s platform and the ability for the Company to increase demand for its solutions. Since March 2020, the Company has undertaken measures to protect its employees and customers in response to the COVID-19 pandemic. There can be no assurance that these measures will be effective, however, or that the Company can adopt them without adversely affecting its business operations. In addition, the COVID-19 pandemic has created and may continue to create significant uncertainty in global financial markets, which may decrease technology spending, depress demand for the Company’s platform and harm the Company’s business and results of operations. As of the date of issuance of these consolidated financial statements, the extent to which the COVID-19 pandemic may impact the Company’s financial condition, liquidity, or results of operations is uncertain. The Company is not aware of any specific event or circumstance that would require it to update its estimates, judgments or revise the carrying value of its assets or liabilities. These estimates may change, as new events occur and additional information is obtained, and are recognized in the consolidated financial statements as soon as they become known. Actual results could differ from those estimates and any such differences may be material to the Company’s financial statements. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and accounts receivable. The Company’s cash and cash equivalents are placed with high-credit-quality financial institutions and issuers, and at times exceed federally insured limits. The Company has not experienced any loss relating to cash and cash equivalents in these accounts. The Company performs periodic credit evaluations of its customers and generally does not require collateral. As of December 31, 2021 and 2020 , accounts receivable from one long-term strategic agreement with Google (see Note 3) accounted for 39 % and 34 %, respectively, of the Company's total accounts receivable, net. Revenues, net from the same long-term strategic agreement accounted for 35 % and 31 % of tota l revenues, net for the years ended December 31, 2021 and 2020 , respectively. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with an original or remaining maturity from the Company’s date of purchase of 90 days or less to be cash equivalents. Deposits held with financial institutions are likely to exceed the amount of insurance on these deposits. Cash equivalents consist of money market funds which are readily convertible into cash and have original maturity dates of less than three months from the date of their respective purchases. Cash equivalents were $ 44,930 and $ 12,386 as of December 31, 2021 and 2020, respectively. Restricted cash consists of deposits held with a financial institution to secure the Company’s non-cancelable leases for its corporate headquarters in San Francisco (see Note 11). |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments, including accounts receivable, accounts payable and accrued expenses are carried at cost, which approximates fair value because of the short-term nature of those instruments. Based on borrowing rates available to the Company for loans with similar terms and maturities and in consideration of the Company’s credit risk profile, the carrying value of outstanding lease liabilities approximates fair value as well. The Company’s note payable approximates fair value primarily due to its relatively short-term nature and lack of significant change in interest rates since it was funded. The Company measures and reports certain financial assets at fair value on a recurring basis, including its investments in money market funds. The fair value hierarchy prioritizes the inputs into three broad levels: Level 1 Inputs are unadjusted quoted prices in active markets for identical assets or liabilities. Level 2 Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 Inputs are unobservable inputs based on the Company’s assumptions. A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. |
Allowances for Doubtful Accounts and Revenue Credits | Allowances for Doubtful Accounts and Revenue Credits The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the Company’s receivables portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other currently available evidence. The Company performs a regular review of its customers’ payment histories and associated credit risks and it generally does not require collateral from its customers. When collection of an outstanding balance is no longer probable, the Company will either partially or fully write-off the balance against the allowance for doubtful accounts. Certain contracts with advertising agencies contain sequential liability provisions, whereby the agency does not have an obligation to pay the Company until payment is received from the agency’s customers. In these circumstances, the Company evaluates the credit worthiness of the agency’s customers, in addition to the agency itself. The following are changes in the allowance for doubtful accounts for the periods presented. Years Ended December 31, 2021 2020 Balances at beginning of year $ 1,236 $ 1,559 Reductions to expense ( 131 ) ( 177 ) Write-offs and other deductions ( 319 ) ( 146 ) Balances at end of year $ 786 $ 1,236 From time to time, the Company provides revenue credits to customers. These typically relate to customer disputes and billing adjustments and are recorded as a reduction of revenues, net. Reserves for these revenue credits are accounted for as variable consideration under authoritative revenue recognition guidance (see Note 3) and are estimated based on historical credit activity. As of December 31, 2021 and 2020, the Company recorded an allowance for potential customer revenue credits in the amount of $ 131 and $ 437 , respectively. |
Property and Equipment | Property and Equipment Property and equipment are stated at historical cost less accumulated depreciation and amortization. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Upon retirement or sale, the cost and related accumulated depreciation are removed from the balance sheet and the resulting gain or loss is reflected in operations. Major additions and improvements are capitalized while repairs and maintenance that do not extend the life of the asset are charged to operations as incurred. Depreciation and amortization expense is allocated to both cost of revenues and operating expenses. |
Internally Developed Software | Internally Developed Software Costs incurred in the development phase are capitalized and amortized over the product’s estimated useful life, which is three years . The Company expenses all costs incurred that relate to planning and post implementation phases of development. Development phase costs generally inc lude salaries and personnel costs and third-party contractor expenses associated with software development, configuration and coding. Capitalized costs related to internally developed software under development are treated as construction in progress until the program, feature or functionality is ready for its intended use, at which time amortization commences. For 2021 and 2020, the Company capitalized $ 1,290 and $ 1,869 of costs related to internally developed software, respectively. Amortization of capitalized costs related to internally developed software was $ 2,356 and $ 2,984 for 2021 and 2020, respectively. As of December 31, 2021 and 2020, unamortized internally developed software costs, including construction in progress, totaled $ 3,029 and $ 4,008 , respectively. Amortization of internally developed software is reflected in cost of revenues. Costs associated with minor enhancements and maintenance are expensed as incurred. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets, excluding goodwill, for potential impairment whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such long-lived assets may not be sufficient to support the net book value of such assets. An impairment loss is recognized only if the carrying value of a long-lived asset or asset group is not recoverable and exceeds its fair value. The carrying value of a long-lived asset or asset group is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. There were no such impairment losses in 2021 or 2020 . |
Leases | Leases The Company has operating leases for corporate offices worldwide and for space at a data center. Additionally, the Company leases computer equipment through various finance leases. New contractual arrangements are evaluated at inception to determine if the contract is or contains a lease. For any contracts that are or contain a lease, the Company determines the appropriate classification of each identified lease as operating or finance. For all identified leases, the Company records the related lease liabilities and right-of-use (“ROU”) assets based on the future minimum lease payments over the lease term, which only includes options to renew the lease if it is reasonably certain that the Company will exercise that option. For leases with original terms of 12 months or less, the Company recognizes the lease expense as incurred and does not recognize lease liabilities and ROU assets. Lease liabilities are measured based on the future minimum lease payments discounted over the lease term. The Company uses the discount rate implicit in the lease whenever that rate is readily determinable. For leases where no such rate is determinable, the Company uses its incremental borrowing rate, or the rate of interest that Company would have to pay to borrow an amount equal to the lease payments, on a collateralized basis over a similar term and in a similar economic environment. Current and non-current operating lease liabilities are presented on the consolidated balance sheet, while current finance lease liabilities are included in accrued expenses and other current liabilities, and non-current finance lease liabilities are included in other long-term liabilities on the consolidated balance sheets. ROU assets are measured based on the associated lease liabilities, adjusted for any lease incentives such as tenant improvement allowances. ROU assets for operating leases are presented as non-current assets on the consolidated balance sheet, while ROU assets for finance leases are included within property and equipment, net. For operating leases, the Company recognizes the expense for lease payments on straight-line basis over the lease term. See Note 11 for further discussion on the Company’s leases. |
Revenue Recognition | Revenue Recognition The Company generates revenues principally from subscriptions either directly with advertisers or with advertising agencies to its platform for the management of search, social and eCommerce advertising. The Company also generates revenues from strategic agreements with certain leading publishers. Under these strategic agreements, the Company receives consideration based on a percentage of the search advertising spend that customers manage on its platform. Revenues are recognized when control of these services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. See Note 3 for further discussion on the Company's revenues. |
Cost of Revenues | Cost of Revenues Cost of revenues primarily consists of costs related to hosting the Company’s cloud-based platform, providing implementation and ongoing customer support, data communications expenses, salaries and benefits of operations and support personnel, software license fees, costs associated with website development activities, indirect overhead, amortization expense associated with capitalized internally developed software and intangible assets and property and equipment depreciation. |
Stock-Based Compensation Expense | Stock-Based Compensation Expense Stock-based compensation expense is measured at grant date based on the fair value of the award and is expensed on a straight-line basis over the requisite service period. Restricted stock units (“RSUs”) are measured based on the fair market values of the underlying common stock on the dates of grant. Shares of common stock are issued on the vesting dates. Fair values of stock option awards are determined on the date of grant using the Black-Scholes option-pricing model. In applying this option-pricing model, the Company’s determination of the fair value of the stock option award on the date of grant is affected by the Company’s fair value of its common stock, as well as assumptions regarding a number of subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility, actual and projected stock option exercise behaviors and risk-free interest rate. For stock option and RSU awards with time-based vesting, the Company recognizes stock-based compensation expense over the requisite service period using the straight-line method, based on awards ultimately expected to vest. The Company estimates future forfeitures at the date of grant and revises the estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. See Note 9 and Note 10 for further information. |
Research and Development | Research and Development Research and development costs are expensed as incurred, except for certain internal software development costs, which may be capitalized as noted above. Research and development costs consist of personnel costs, including salaries, stock-based compensation expense, benefits and bonuses, as well as non-personnel costs such as professional fees payable to third-party development resources, amortization of intangible assets and allocated overhead costs. |
Advertising and Promotion | Advertising and Promotion Advertising and promotional costs are expensed as incurred and included in sales and marketing expense in the accompanying consolidated statements of comprehensive loss. Advertising and promotion expense totaled $ 221 and $ 90 for 2021 and 2020 , respectively. |
Sales Taxes | Sales Taxes Sales and other taxes collected from customers and remitted to governmental authorities are presented on a net basis and thus excluded from revenues. |
Foreign Currency | Foreign Currency For international subsidiaries whose functional currency is not the U.S. Dollar, we re-measure the monetary assets and liabilities of these subsidiaries to U.S. Dollars using rates of exchange in effect at the balance sheet date. Nonmonetary assets and liabilities are re-measured to U.S. Dollars using historical exchange rates, and other accounts are re-measured using average exchange rates in effect during each period presented. The effects of foreign currency translation adjustments are included in stockholders’ equity as a component of accumulated other comprehensive loss on the accompanying consolidated balance sheets, and related periodic movements are summarized as a line item in the consolidated statements of comprehensive loss. The Company records net gains and losses resulting from for eign exchange transactions as a component of other income, net. Aggregate foreign currency gains (losses) included in determining net loss were $( 21 ) and $( 21 ) for 2021 and 2020 , respectively. |
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 determined based on differences between the financial statement and tax basis of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. The Company accounts for uncertain tax positions using a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. The Company establishes a liability for tax-related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. The Company records an income tax liability, if any, for the difference between the benefit recognized and measured and the tax position taken or expected to be taken on the Company’s tax returns. To the extent that the assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made. The liability is adjusted in light of changing facts and circumstances, such as the outcome of a tax audit. The Company recognizes interest and penalties related to uncertain tax positions as income tax expense, though such amounts were no t material in 2021 or 2020. The Company does not expect that changes in the liability for uncertain tax positions for the next twelve months will have a material impact on the Company’s consolidated financial position or results of operations. |
Paycheck Protection Program (PPP) Loan | Paycheck Protection Program (PPP) Loan The Company accounts for its PPP Loan as debt under the guidance in Accounting Standards Codification 470, Debt. As such, the outstanding amount is reflected as a note payable in the Company’s consolidated balance sheet, the proceeds are reflected under financing activities in the Company’s consolidated statement of cash flows and interest expense is accrued and recognized in the Company’s statement of operations. The forgiveness of a $ 3,117 of the PPP Loan amount in January 2022 will be reflected as a gain on debt extinguishment in the Company’s statement of operations. See also Note 7. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board, (“FASB”), issued Accounting Standards Update, (“ASU”) 2019-12, Income Taxes – Simplifying the Accounting for Income Taxes, which simplifies the accounting for income taxes by clarifying and amending existing guidance related to the recognition of franchise tax, the evaluation of a step-up in the tax basis of goodwill and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The Company adopted ASU 2019-12 on January 1, 2021 , and there was no material impact on its consolidated financial statements as a result of adoption. |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses – Measurement of Credit Losses on Financial Instruments (Topic 326), which changes the impairment model for most financial assets and certain other financial instruments to require the use of a new forward-looking “expected loss” model that will generally result in earlier recognition of allowances for losses. This ASU will also require disclosure of more information related to these items. As the Company meets the SEC’s definition of a “smaller reporting company”, ASU 2016-13 is effective for annual periods beginning after December 15, 2022 and interim periods within those fiscal years, with early adoption permitted. The Company is currently assessing the impact this ASU will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Allowance for Doubtful Accounts | The following are changes in the allowance for doubtful accounts for the periods presented. Years Ended December 31, 2021 2020 Balances at beginning of year $ 1,236 $ 1,559 Reductions to expense ( 131 ) ( 177 ) Write-offs and other deductions ( 319 ) ( 146 ) Balances at end of year $ 786 $ 1,236 |
Revenues (Tables)
Revenues (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Revenue From Contract With Customer [Abstract] | |
Expected Future Revenue for Subscription Services Related to Performance Obligations Unsatisfied or Partially Unsatisfied | Expected future revenues for subscription services related to performance obligations that are unsatisfied (or partially unsatisfied) as of December 31, 2021 were as follows: Subscription Services Revenues 2022 $ 3,403 2023 300 Total $ 3,703 |
Disaggregation of Revenues, Net | Revenues, net by geographic area, based on the billing location of the customer, were as follows for the periods presented: Years Ended December 31, 2021 2020 United States of America $ 18,817 $ 22,409 United Kingdom 2,851 3,905 Other (1) 2,752 3,669 Total revenues, net $ 24,420 $ 29,983 (1) No individual country within the “Other” category accounted for 10% or more of revenues, net for any period presented. Revenues, net by nature of services performed were as follows for the periods presented: Years Ended December 31, 2021 2020 Subscriptions $ 15,648 $ 20,561 Strategic agreements 8,772 9,422 Total revenues, net $ 24,420 $ 29,983 |
Changes in Balances of Deferred Costs to Obtain and Fulfill Contracts | Changes in the balances of deferred costs to obtain and fulfill contracts during the year ended December 31, 2021 were as follows: Deferred Costs to Obtain Contracts Deferred Costs to Fulfill Contracts Balances at December 31, 2020 $ 283 $ 197 Costs deferred 198 115 Amortization ( 274 ) ( 158 ) Balances at December 31, 2021 $ 207 $ 154 |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Balance Sheet Components [Abstract] | |
Components of Property and Equipment | The following table shows the components of property and equipment as of the dates presented: December 31, Estimated Useful Life 2021 2020 Software, including internally developed software 3 years $ 31,220 $ 29,843 Computer equipment 3 to 4 years 14,967 21,400 Finance lease ROU assets 4 years 3,714 5,067 Leasehold improvements Shorter of useful life or lease term 4,138 4,181 Office equipment, furniture and fixtures 3 to 5 years 1,606 1,671 Total property and equipment 55,645 62,162 Less: Accumulated depreciation and amortization ( 52,023 ) ( 56,685 ) Property and equipment, net $ 3,622 $ 5,477 |
Components of Accrued Expenses and Other Current Liabilities | The following table shows the components of accrued expenses and other current liabilities as of the dates presented: December 31, 2021 2020 Accrued salary and payroll-related expenses $ 3,091 $ 2,309 Deferred strategic agreement revenues — 1,657 Accrued liabilities 962 848 Finance lease liabilities — 15 Income taxes payable 336 — Advanced billings 334 404 Other 1,453 1,319 Total accrued expenses and other current liabilities $ 6,176 $ 6,552 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Account Balances Measured at Fair Value on Recurring Basis | Account balances measured at fair value on a recurring basis include the following as of the dates presented: December 31, 2021 2020 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Cash equivalents: Money market funds $ 44,930 $ — $ — $ 12,386 $ — $ — |
Equity Award Plans (Tables)
Equity Award Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity Award Plans [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity under the 2006 Plan and the 2013 Plan is as follows: Options Outstanding Number of Shares Weighted Average Exercise Price Per Share Weighted Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value Balance at December 31, 2019 500 $ 23.38 5.77 $ — Options forfeited and cancelled ( 111 ) 22.74 — Balance at December 31, 2020 389 $ 23.57 5.77 $ — Options forfeited and cancelled ( 6 ) 43.45 — Balance at December 31, 2021 383 $ 23.23 4.85 $ — Options exercisable as of December 31, 2021 353 24.86 4.63 — Options vested as of December 31, 2021 353 24.86 4.63 — Options vested and expected to vest as of December 31, 2021 380 23.36 4.83 — |
Summary of RSU Activity | A summary of RSU activity under the 2013 Plan is as follows: RSUs Outstanding Number of Shares Weighted Average Grant Date Fair Value Per Unit Granted and unvested at December 31, 2019 1,104 $ 4.55 RSUs granted 539 1.50 RSUs vested ( 186 ) 5.24 RSUs cancelled and withheld to cover taxes ( 451 ) 4.65 Granted and unvested at December 31, 2020 1,006 $ 2.80 RSUs granted 975 5.84 RSUs vested ( 264 ) 3.08 RSUs cancelled and withheld to cover taxes ( 175 ) 4.16 Granted and unvested at December 31, 2021 1,542 $ 4.60 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases [Abstract] | |
Maturities of Lease Liabilities | The maturities of operating lease liabilities as of December 31, 2021 are as follows: Operating Leases 2022 $ 2,037 Total lease payments 2,037 Less: Amount representing imputed interest ( 31 ) Present value of lease liabilities 2,006 Less: Current portion of lease liabilities ( 2,006 ) Non-current portion of lease liabilities $ — |
Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to operating leases was as follows: Year Ended Year Ended December 31, 2021 December 31, 2020 Cash paid for amounts included in the measurement of lease liabilities: Financing cash flows from finance leases $ 15 $ 598 Operating cash flows from finance leases — 17 Operating cash flows from operating leases 6,562 7,858 ROU assets obtained in exchange for lease liabilities: Operating lease liabilities $ — $ 6,720 |
Future Minimum Amounts Due Under Subleases | Future minimum amounts due under subleases as of December 31, 2021 are as follows: Operating Sublease Income 2022 $ 616 Total amounts due under subleases $ 616 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Loss Before Benefit from or Provision for Income Taxes | The components of the Company’s loss before (benefit from) or provision for income taxes are as follows: Years Ended December 31, 2021 2020 United States of America $ ( 16,192 ) $ ( 6,553 ) International 3,114 ( 8,209 ) Loss before (benefit from) provision for income taxes $ ( 13,078 ) $ ( 14,762 ) |
Schedule of Components of Benefit from or Provision for Income Taxes | The components of the (benefit from) or provision for income taxes were as follows: Years Ended December 31, 2021 2020 Current income tax provision: State $ 39 $ ( 4 ) Foreign ( 179 ) ( 720 ) Total current income tax provision ( 140 ) ( 724 ) Deferred income tax benefit: Foreign 6 13 Total deferred income tax benefit 6 13 Benefit from income taxes $ ( 134 ) $ ( 711 ) |
Differences in Total Benefit from or Provision for Income Taxes | The differences in the total (benefit from) or provision for income taxes that would result f rom applying the 21 % federal statutory rate in 2021 and 2020 to the loss before provision for income taxes and the reported provision for income taxes were as follows: Years Ended December 31, 2021 2020 Tax benefit at U.S. statutory rate $ ( 2,746 ) $ ( 3,100 ) Change in valuation allowance 4,547 1,152 Stock-based compensation 46 686 Uncertain tax positions ( 194 ) 663 State income taxes, net of federal benefit ( 1,223 ) ( 495 ) Foreign income and withholding taxes ( 560 ) 458 Other permanent differences 52 ( 196 ) Provision to return adjustments ( 56 ) 121 Benefit from income taxes $ ( 134 ) $ ( 711 ) |
Schedule of Components of Deferred Tax Assets and Liabilities | Major components of the Company’s deferred tax assets and liabilities as of December 31, 2021 and 2020 were as follows: December 31, 2021 2020 Non-current deferred tax assets: Net operating loss $ 32,403 $ 28,264 Research and development credits 9,820 9,820 Other credits 4,164 4,164 Operating lease liabilities 566 2,045 Stock-based compensation 476 400 Property and equipment and intangible assets 653 429 Accruals and reserves 387 209 Gross non-current deferred tax assets 48,469 45,331 Right-of-use assets, operating leases ( 471 ) ( 1,826 ) Total non-current deferred tax liabilities ( 471 ) ( 1,826 ) Total deferred tax assets 47,998 43,505 Valuation allowance ( 47,915 ) ( 43,368 ) Net deferred tax assets (liabilities) $ 83 $ 137 |
Schedule of Changes in Uncertain Tax Positions | : Ending balance as of December 31, 2019 $ 8,618 Increase in balances related to tax positions taken during the current period 1,193 Increase in balances related to tax positions taken during the prior period 43 Decrease in balances related to lapses in statutes of limitations ( 507 ) Ending balance as of December 31, 2020 9,347 Decrease in balances related to lapses in statutes of limitations ( 292 ) Ending balance as of December 31, 2021 $ 9,055 |
Net Loss Per Share Available _2
Net Loss Per Share Available to Common Stockholders (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Calculation of Basic and Diluted Net Loss Per Share | The following table presents the calculation of basic and diluted net loss per share: Years Ended December 31, 2021 2020 Numerator: Net loss available to common stockholders $ ( 12,944 ) $ ( 14,051 ) Denominator: Weighted average number of shares, basic and diluted 12,846 7,344 Net loss per share available to common stockholders: Basic and diluted net loss per common share available to common stockholders $ ( 1.01 ) $ ( 1.91 ) |
Schedule of Potential Shares Common Stock Outstanding Excluded from Computation of Diluted Net Loss Per Share | The following table presents the potential shares of common stock outstanding that were excluded from the computation of diluted net loss per share available to common stockholders for the periods presented because including them would have been anti-dilutive: Years Ended December 31, 2021 2020 Options to purchase common stock 383 389 Unvested RSUs 1,542 1,006 Total 1,925 1,395 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) | Feb. 28, 2022USD ($) | Aug. 31, 2021USD ($) | Feb. 28, 2021USD ($)$ / sharesshares | Jul. 31, 2021USD ($)$ / sharesshares | Feb. 28, 2021USD ($)$ / sharesshares | Sep. 30, 2020Employee | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)Employee$ / sharesshares | Dec. 31, 2019USD ($)$ / sharesshares | Jan. 31, 2022USD ($) | Aug. 03, 2021USD ($) | Jul. 15, 2021USD ($) | May 31, 2020USD ($) |
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Net loss | $ (12,944,000) | $ (14,051,000) | |||||||||||
Accumulated deficit | (304,107,000) | $ (291,163,000) | |||||||||||
Cash, cash equivalents and restricted cash | 47,057,000 | ||||||||||||
Aggregate gross sales price | $ 22,800,000 | $ 22,800,000 | $ 40,000,000 | ||||||||||
Common stock sold under agreement | shares | shares | 1,186,000 | 2,726,000 | 658,000 | ||||||||||
Offering costs | $ 157,000 | 1,538,000 | $ 463,000 | $ 210,000 | |||||||||
Weighted average sales price (in dollars per share) | $ / shares | $ 2.68 | $ 2.92 | $ 2.82 | ||||||||||
Net proceeds from common stock sold | $ 3,025,000 | 41,642,000 | $ 7,500,000 | $ 1,643,000 | |||||||||
Allowance for potential customer revenue credits | 131,000 | 437,000 | |||||||||||
Payments to develop software | 1,290,000 | 1,869,000 | |||||||||||
Amortization of capitalized costs | 2,356,000 | 2,984,000 | |||||||||||
Unamortized internally developed software costs, including construction in progress | 3,029,000 | 4,008,000 | |||||||||||
Uncertain tax position | 0 | 0 | |||||||||||
Impairment of long-lived assets held-for-use | 0 | 0 | |||||||||||
Advertising and promotion expense | 221,000 | 90,000 | |||||||||||
Aggregate foreign currency (losses) gains | $ (21,000) | (21,000) | |||||||||||
At-the-market Offering [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate gross sales price | 50,000,000 | 50,000,000 | |||||||||||
Accounting Standards Update 2019-12 [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Accounting standards update, adopted [true false] | true | ||||||||||||
Accounting standards update, adoption date | Jan. 1, 2021 | ||||||||||||
Accounting standards update, immaterial effect [true false] | true | ||||||||||||
Software and Software Development Costs [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Property, plant and equipment, useful life | 3 years | ||||||||||||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Cash and cash equivalents, fair value disclosure | $ 44,930,000 | $ 12,386,000 | |||||||||||
Google [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Percentage of concentration risk | 39.00% | 34.00% | |||||||||||
Google [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Percentage of concentration risk | 35.00% | 31.00% | |||||||||||
Maximum [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate gross sales price | $ 50,000,000 | 100,000,000 | |||||||||||
Offering costs | $ 100,000,000 | ||||||||||||
JMP Securities [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate gross sales price | $ 40,000,000 | ||||||||||||
Paycheck Protection Program [Member] | Subsequent Event [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate principal amount of the loan | $ 3,117,000 | ||||||||||||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate principal amount of the loan | $ 3,320,000 | ||||||||||||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | Subsequent Event [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Debt instrument expected loan forgiveness | $ 3,117,000 | ||||||||||||
Repayment of loan | $ 200,000 | ||||||||||||
Restructuring and Reduction in Force Plan [Member] | 2020 Restructuring Plan [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Expected reduction of workforce | Employee | 60 | 60 | |||||||||||
2021 Equity Distribution Agreement [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Common stock sold under agreement | shares | shares | 1,186,000 | 4,316,000 | 2,726,000 | 658,000 | |||||||||
Offering costs | $ 157,000 | $ 1,200,000 | $ 463,000 | $ 210,000 | |||||||||
Weighted average sales price (in dollars per share) | $ / shares | $ 2.68 | $ 9.27 | $ 2.92 | $ 2.82 | |||||||||
Net proceeds from common stock sold | $ 3,025,000 | $ 38,800,000 | $ 7,500,000 | $ 1,643,000 | |||||||||
2021 Equity Distribution Agreement [Member] | JMP Securities [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate gross sales price | $ 50,000,000 | ||||||||||||
Net of securities fees | $ 1,200,000 | ||||||||||||
2021 Equity Distribution Agreement [Member] | JMP Securities [Member] | Maximum [Member] | At-the-market Offering [Member] | |||||||||||||
Summary Of Significant Accounting Policies [Line Items] | |||||||||||||
Aggregate gross sales price | $ 40,000,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Changes in Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balances | $ 1,236 | $ 1,559 |
Reductions to expense | 131 | 177 |
Write-offs and other deductions | 319 | 146 |
Balances | $ 786 | $ 1,236 |
Revenues - Additional Informati
Revenues - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation Of Revenue [Line Items] | ||
Subscription contracts term | 1 year | |
Unsatisfied performance obligation on subscription contract term | 1 year | |
Revenues | $ 24,420 | $ 29,983 |
Remaining performance obligation | 3,703 | |
Deferred strategic agreement revenues | $ 0 | 1,657 |
Deferred costs expected period of benefit | 30 months | |
Impairment losses related to costs capitalized | $ 0 | 0 |
Google [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Strategic agreement term | 3 years | |
Revenues | $ 8,637 | 9,149 |
Accounts receivable | $ 1,725 | |
New Google [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Revenues | 1,788 | |
Accounts receivable | $ 1,787 | |
Maximum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Subscription contracts term | 2 years | |
Advance advertiser invoicing period | 12 months | |
Maximum [Member] | Google [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Strategic agreement term | 2 years | |
Minimum [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Advance advertiser invoicing period | 3 months | |
Subscription remaining performance obligations expected duration | 1 year |
Revenues - Expected Future Reve
Revenues - Expected Future Revenue for Subscription Services Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 3,703 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 3,403 |
Remaining performance obligation, satisfaction period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 300 |
Remaining performance obligation, satisfaction period | 1 year |
Revenues - Expected Future Re_2
Revenues - Expected Future Revenue for Subscription Services Related to Performance Obligations Unsatisfied or Partially Unsatisfied (Details1) $ in Thousands | Dec. 31, 2021USD ($) |
Disaggregation Of Revenue [Line Items] | |
Subscription Services Revenues | $ 3,703 |
Revenues - Additional Informa_2
Revenues - Additional Information (Details1) - USD ($) $ in Thousands | Dec. 31, 2021 | Sep. 30, 2021 |
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligation | $ 3,703 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligation | $ 3,403 | |
Remaining performance obligation, satisfaction period | 1 year | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligation | $ 300 | |
Remaining performance obligation, satisfaction period | 1 year | |
Google [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-10-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligation, satisfaction period | 3 months | |
Google [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligation | $ 7,150 | |
Remaining performance obligation, satisfaction period | 1 year | |
Google [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligation | 7,150 | |
Remaining performance obligation, satisfaction period | 1 year | |
Google [Member] | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01 | ||
Disaggregation Of Revenue [Line Items] | ||
Remaining performance obligation | $ 5,363 | |
Remaining performance obligation, satisfaction period | 1 year |
Revenues - Disaggregation of Re
Revenues - Disaggregation of Revenues (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Disaggregation Of Revenue [Line Items] | |||
Revenues | $ 24,420 | $ 29,983 | |
Subscriptions [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 15,648 | 20,561 | |
Strategic Agreements [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 8,772 | 9,422 | |
United States of America [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 18,817 | 22,409 | |
United Kingdom [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | 2,851 | 3,905 | |
Other [Member] | |||
Disaggregation Of Revenue [Line Items] | |||
Revenues | [1] | $ 2,752 | $ 3,669 |
[1] | No individual country within the “Other” category accounted for 10% or more of revenues, net for any period presented. |
Revenues - Changes in Balances
Revenues - Changes in Balances of Deferred Costs to Obtain and Fulfill Contracts (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Deferred Costs to Obtain Contracts [Member] | |
Capitalized Contract Cost [Line Items] | |
Balance at beginning of period | $ 283 |
Costs deferred | 198 |
Amortization | (274) |
Balance at end of period | 207 |
Deferred Costs to Fulfill Contracts [Member] | |
Capitalized Contract Cost [Line Items] | |
Balance at beginning of period | 197 |
Costs deferred | 115 |
Amortization | (158) |
Balance at end of period | $ 154 |
Restructuring Activities - Addi
Restructuring Activities - Additional Information (Details) | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2020Employee | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($)Employee | |
Restructuring Cost And Reserve [Line Items] | |||
Restructuring related expenses | $ 181,000 | $ 1,176,000 | |
Unpaid remained associated cost amount | $ 0 | ||
2019 Restructuring Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Percentage headcount reduction | 6.00% | ||
Restructuring and Reduction in Force Plan [Member] | 2020 Restructuring Plan [Member] | |||
Restructuring Cost And Reserve [Line Items] | |||
Expected reduction of workforce | Employee | 60 | 60 |
Balance Sheet Components - Comp
Balance Sheet Components - Components of Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 55,645 | $ 62,162 |
Less: Accumulated depreciation and amortization | (52,023) | (56,685) |
Property and equipment, net | 3,622 | 5,477 |
Software, Including Internally Developed Software [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 31,220 | 29,843 |
Estimated useful life | 3 years | |
Computer Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 14,967 | 21,400 |
Computer Equipment [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Computer Equipment [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 4 years | |
Finance Lease ROU Assets [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,714 | 5,067 |
Estimated useful life | 4 years | |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 4,138 | 4,181 |
Office Equipment, Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,606 | $ 1,671 |
Office Equipment, Furniture and Fixtures [Member] | Minimum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 3 years | |
Office Equipment, Furniture and Fixtures [Member] | Maximum [Member] | ||
Property Plant And Equipment [Line Items] | ||
Estimated useful life | 5 years |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Balance Sheet Components [Abstract] | ||
Depreciation and amortization | $ 3,207 | $ 4,908 |
Balance Sheet Components - Co_2
Balance Sheet Components - Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Balance Sheet Components [Abstract] | ||
Accrued salary and payroll-related expenses | $ 3,091 | $ 2,309 |
Deferred strategic agreement revenues | 0 | 1,657 |
Accrued liabilities | 962 | 848 |
Finance lease liabilities | $ 0 | $ 15 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Total accrued expenses and other current liabilities | Total accrued expenses and other current liabilities |
Income taxes payable | $ 336 | $ 0 |
Advanced billings | 334 | 404 |
Other | 1,453 | 1,319 |
Total accrued expenses and other current liabilities | $ 6,176 | $ 6,552 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 0 | $ 95 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Account Balances Measured at Fair Value on Recurring Basis (Details) - Money Market Funds [Member] - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 44,930 | $ 12,386 |
Fair Value, Measurements, Recurring [Member] | Level 1 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 44,930 | 12,386 |
Fair Value, Measurements, Recurring [Member] | Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | ||
Unrealized gains (losses) on money market funds | $ 0 | $ 0 |
Borrowing - Additional Informat
Borrowing - Additional Information (Details) - USD ($) $ in Thousands | Feb. 28, 2022 | May 31, 2020 | Feb. 28, 2022 | Jan. 31, 2022 |
Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayments of Debt | $ 200 | |||
Loan, payment description | the Company repaid the remaining outstanding balance of approximately $200 in February 2022. | |||
Paycheck Protection Program [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of the loan | $ 3,117 | |||
Repayments of Debt | $ 200 | |||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount of the loan | $ 3,320 | |||
Loan, maturity period | 2 years | |||
Loan, interest rate | 1.00% | |||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | Subsequent Event [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan Forgiveness | 3,117 | |||
Debt instrument expected loan forgiveness | $ 3,117 |
Shelf Registration and At-the_2
Shelf Registration and At-the-Market Offering - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 31, 2021 | Jul. 15, 2021 | Feb. 28, 2021 | Jul. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Aug. 03, 2021 |
Registration Payment Arrangement [Line Items] | |||||||||
Aggregate offering price | $ 22,800 | $ 40,000 | $ 22,800 | ||||||
Issuance of common stock (in shares) | 1,186,000 | 2,726,000 | 658,000 | ||||||
Proceeds from sales | $ 3,025 | $ 41,642 | $ 7,500 | $ 1,643 | |||||
Offering costs | $ 157 | 1,538 | $ 463 | $ 210 | |||||
Weighted average sales price (in dollars per share) | $ 2.68 | $ 2.92 | $ 2.82 | ||||||
Remaining shares available under Initial Registration Statement | 37,000 | ||||||||
Additional shares under Initial Registration Statement | $ 3,000 | ||||||||
Additional amounts available to be sold | $ 0 | ||||||||
Maximum [Member] | |||||||||
Registration Payment Arrangement [Line Items] | |||||||||
Aggregate offering price | 50,000 | 100,000 | |||||||
Offering costs | 100,000 | ||||||||
At-the-market Offering [Member] | |||||||||
Registration Payment Arrangement [Line Items] | |||||||||
Aggregate offering price | $ 50,000 | 50,000 | |||||||
2021 Equity Distribution Agreement [Member] | |||||||||
Registration Payment Arrangement [Line Items] | |||||||||
Issuance of common stock (in shares) | 1,186,000 | 4,316,000 | 2,726,000 | 658,000 | |||||
Proceeds from sales | $ 3,025 | $ 38,800 | $ 7,500 | $ 1,643 | |||||
Offering costs | $ 157 | $ 1,200 | $ 463 | $ 210 | |||||
Weighted average sales price (in dollars per share) | $ 2.68 | $ 9.27 | $ 2.92 | $ 2.82 | |||||
JMP Securities [Member] | |||||||||
Registration Payment Arrangement [Line Items] | |||||||||
Aggregate offering price | $ 40,000 | ||||||||
JMP Securities [Member] | 2019 Equity Distribution Agreement [Member] | Maximum [Member] | |||||||||
Registration Payment Arrangement [Line Items] | |||||||||
Aggregate offering price | $ 13,000 | ||||||||
Compensation percentage | 5.00% | ||||||||
JMP Securities [Member] | 2021 Equity Distribution Agreement [Member] | |||||||||
Registration Payment Arrangement [Line Items] | |||||||||
Aggregate offering price | $ 50,000 | ||||||||
Compensation percentage | 3.00% | ||||||||
Net of securities fees | $ 1,200 | ||||||||
JMP Securities [Member] | 2021 Equity Distribution Agreement [Member] | At-the-market Offering [Member] | Maximum [Member] | |||||||||
Registration Payment Arrangement [Line Items] | |||||||||
Aggregate offering price | $ 40,000 |
Equity Award Plans - Additional
Equity Award Plans - Additional Information (Details) - USD ($) shares in Thousands, $ in Thousands | Jan. 01, 2022 | Feb. 28, 2013 | Dec. 31, 2021 | Dec. 31, 2020 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, options, vested in period, fair value | $ 31 | $ 239 | ||
2013 Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock shares reserved for issuance (in shares) | 643 | 776 | ||
Percentage of increase in outstanding common shares | 5.00% | |||
2013 Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in shares available for issuance (in shares) | 777 | |||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||
2006 Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, expiration period | 10 years | |||
2013 Employee Stock Purchase Plan [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock shares reserved for issuance (in shares) | 143 | 269 | ||
Increase in shares available for issuance (in shares) | 100 | |||
Percentage of lesser of fair market value of common stock | 85.00% | |||
Percentage of increase in outstanding shares | 1.00% | |||
Stock issued during period (in shares) | 23 | 21 | ||
2013 Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Increase in shares available for issuance, authorized (in shares) | 100 |
Equity Award Plans - Summary of
Equity Award Plans - Summary of Stock Option Activity (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares | |||
Options granted | 0 | 0 | |
2006 and 2013 Plan [Member] | Stock Options [Member] | |||
Number of Shares | |||
Balance at beginning of period | 389,000 | 500,000 | |
Options forfeited and cancelled | (6,000) | (111,000) | |
Balance at end of period | 383,000 | 389,000 | 500,000 |
Options exercisable as of December 31, 2021 | 353,000 | ||
Options vested as of December 31, 2021 | 353,000 | ||
Options vested and expected to vest as of December 31, 2021 | 380,000 | ||
Weighted Average Exercise Price Per Share | |||
Balance at beginning of period | $ 23.57 | $ 23.38 | |
Options forfeited and cancelled | 43.45 | 22.74 | |
Balance at end of period | 23.23 | $ 23.57 | $ 23.38 |
Options exercisable as of December 31, 2021 | 24.86 | ||
Options vested as of December 31, 2021 | 24.86 | ||
Options vested and expected to vest as of December 31, 2021 | $ 23.36 | ||
Weighted Average Remaining Contractual Term (in Years) | |||
Options outstanding | 4 years 10 months 6 days | 5 years 9 months 7 days | 5 years 9 months 7 days |
Options exercisable | 4 years 7 months 17 days | ||
Options vested | 4 years 7 months 17 days | ||
Options vested and expected to vest | 4 years 9 months 29 days |
Equity Award Plans - Summary _2
Equity Award Plans - Summary of RSU Activity (Details) - 2013 Plan [Member] - RSUs [Member] - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Number of Shares | ||
Granted and unvested at beginning of period | 1,006 | 1,104 |
RSUs granted | 975 | 539 |
RSUs vested | (264) | (186) |
RSUs cancelled and withheld to cover taxes | (175) | (451) |
Granted and unvested at end of period | 1,542 | 1,006 |
Weighted Average Grant Date Fair Value Per Unit | ||
Granted and unvested at beginning of period | $ 2.80 | $ 4.55 |
RSUs granted | 5.84 | 1.50 |
RSUs vested | 3.08 | 5.24 |
RSUs cancelled and withheld to cover taxes | 4.16 | 4.65 |
Granted and unvested at end of period | $ 4.60 | $ 2.80 |
Stock-Based Compensation Expe_2
Stock-Based Compensation Expense - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,021 | $ 1,494 |
Stock options granted | 0 | 0 |
Expected life | 6 months | |
Stock Options [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Options exercised (in shares) | 0 | 0 |
Unrecognized compensation cost related to options | $ 82 | $ 92 |
Share-based compensation, weighted average recognized period | 7 months 6 days | 1 year 8 months 12 days |
RSUs [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Share-based compensation, weighted average recognized period | 1 year 9 months 18 days | 2 years 1 month 6 days |
Unrecognized compensation cost related to RSUs | $ 4,957 | $ 1,935 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021USD ($)ft²Manufacturer | Dec. 31, 2020USD ($) | |
Lessee Lease Description [Line Items] | ||
Right-of-use assets, operating leases | $ 1,660 | $ 7,737 |
Operating lease rental expense | $ 6,085 | $ 7,412 |
Number of manufacturers entered into finance lease arrangements | Manufacturer | 2 | |
Finance lease, right-of-use asset | $ 22 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property Plant And Equipment Net | Property Plant And Equipment Net |
Depreciation of finance lease assets | $ 123 | $ 543 |
Finance lease, interest expense | 14 | |
Weighted average discount rate, operating lease | 6.70% | |
Weighted average remaining lease term, operating lease | 6 months | |
Additional area subleased | ft² | 14,380 | |
Sublease income | $ 1,084 | $ 1,715 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Maturities of Operating Lease Liabilities [Abstract] | ||
2022 | $ 2,037 | |
Total lease payments | 2,037 | |
Less: Amount representing imputed interest | (31) | |
Present value of lease liabilities | 2,006 | |
Less: Current portion of lease liabilities | (2,006) | $ (6,800) |
Non-current portion of lease liabilities | $ 0 | $ 1,814 |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information Related to Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Financing cash flows from finance leases | $ 15 | $ 598 |
Operating cash flows from finance leases | 17 | |
Operating cash flows from operating leases | 6,562 | 7,858 |
ROU assets obtained in exchange for lease liabilities: | ||
Operating lease liabilities | $ 0 | $ 6,720 |
Leases - Future Minimum Amounts
Leases - Future Minimum Amounts Due Under Subleases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases [Abstract] | |
2022 | $ 616 |
Total amounts due under subleases | $ 616 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Loss Before Benefit from or Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
United States of America | $ (16,192) | $ (6,553) |
International | 3,114 | (8,209) |
Loss before benefit from income taxes | $ (13,078) | $ (14,762) |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Benefit from or Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
State, Current income tax provision | $ 39 | $ (4) |
Foreign, Current income tax provision | (179) | (720) |
Total, Current income tax provision | (140) | (724) |
Foreign, Deferred income tax benefit | 6 | 13 |
Total, Deferred income tax benefit | 6 | 13 |
Benefit from income taxes | $ (134) | $ (711) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |
Cumulative Change in Ownership, Percentage | 50.00% | ||
Cumulative Change in Ownership, Period | 3 years | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 4,547 | $ 1,152 | |
Uncertain tax positions, interest or penalties | 1,079 | $ 1,372 | |
Federal Research and Development [Member] | |||
Operating Loss Carryforwards, Total | $ 132,670 | $ 132,670 | |
Operating Loss Carry Forwards, Expiration Year | 2027 | ||
Tax Credit Carryforward, Amount | 6,123 | $ 6,123 | |
Tax Credit Carryforward, Expiration Year | 2026 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards, Total | 116,387 | $ 116,387 | |
Operating Loss Carry Forwards, Expiration Year | 2022 | ||
Tax Credit Carryforward, Amount | $ 6,451 | $ 6,451 |
Income Taxes - Differences in T
Income Taxes - Differences in Total Benefit from or Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Tax benefit at U.S. statutory rate | $ (2,746) | $ (3,100) |
Change in valuation allowance | 4,547 | 1,152 |
Stock-based compensation | 46 | 686 |
Uncertain tax positions | (194) | 663 |
State income taxes, net of federal benefit | (1,223) | (495) |
Foreign income and withholding taxes | (560) | 458 |
Other permanent differences | 52 | (196) |
Provision to return adjustments | (56) | 121 |
Income tax benefit, net | $ (134) | $ (711) |
Income Taxes - Schedule of Co_3
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Non-current deferred tax assets: | ||
Net operating loss | $ 32,403 | $ 28,264 |
Research and development credits | 9,820 | 9,820 |
Other credits | 4,164 | 4,164 |
Operating lease liabilities | 566 | 2,045 |
Stock-based compensation | 476 | 400 |
Property and equipment and intangible assets | 653 | 429 |
Accruals and reserves | 387 | 209 |
Gross non-current deferred tax assets | 48,469 | 45,331 |
Right-of-use assets, operating leases | (471) | (1,826) |
Total non-current deferred tax liabilities | (471) | (1,826) |
Total deferred tax assets | 47,998 | 43,505 |
Valuation allowance | (47,915) | (43,368) |
Net deferred tax assets | $ 83 | $ 137 |
Income Taxes - Changes in Uncer
Income Taxes - Changes in Uncertain Tax Positions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance | $ 9,347 | $ 8,618 |
Increase in balances related to tax positions taken during the current period | 1,193 | |
Increase in balances related to tax positions taken during the prior period | 43 | |
Decrease in balances related to lapses in statutes of limitations | (292) | (507) |
Balance | $ 9,055 | $ 9,347 |
Net Loss Per Share Available _3
Net Loss Per Share Available to Common Stockholders - Schedule of Calculation of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Numerator: | ||
Net loss available to common stockholders | $ (12,944) | $ (14,051) |
Denominator: | ||
Weighted average number of shares, basic and diluted | 12,846 | 7,344 |
Net loss per share available to common stockholders: | ||
Basic and diluted net loss per common share available to common stockholders | $ (1.01) | $ (1.91) |
Net Loss Per Share Available _4
Net Loss Per Share Available to Common Stockholders - Schedule of Potential Shares of Common Shares Outstanding (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted net loss per share (in shares) | 1,925 | 1,395 |
Options to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted net loss per share (in shares) | 383 | 389 |
Unvested RSUs [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Shares excluded from computation of diluted net loss per share (in shares) | 1,542 | 1,006 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 1 |
Number of operating segment | 1 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
United States | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions by employer | $ 0 | $ 0 |
United Kingdom | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Contributions by employer | $ 74,000 | $ 90,000 |
Subsequent Event (Additional In
Subsequent Event (Additional Information) (Details) - Subsequent Event [Member] - USD ($) $ in Thousands | Feb. 28, 2022 | Feb. 28, 2022 | Jan. 31, 2022 |
Subsequent Event [Line Items] | |||
Repayments of Debt | $ 200 | ||
Paycheck Protection Program [Member] | |||
Subsequent Event [Line Items] | |||
Repayments of Debt | $ 200 | ||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Loan Forgiveness | $ 3,117 |