Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 08, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | VERI | |
Entity Registrant Name | Veritone, Inc. | |
Entity Central Index Key | 0001615165 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity File Number | 001-38093 | |
Entity Tax Identification Number | 47-1161641 | |
Entity Address, Address Line One | 2420 17th St. | |
Entity Address, Address Line Two | Office 3002 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | 888 | |
Local Phone Number | 507-1737 | |
Entity Common Stock, Shares Outstanding | 36,289,632 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
ASSETS | ||
Cash and cash equivalents | $ 196,071,000 | $ 254,722,000 |
Accounts receivable, net | 85,951,000 | 85,063,000 |
Expenditures billable to clients | 23,785,000 | 27,180,000 |
Prepaid expenses and other current assets | 16,963,000 | 12,117,000 |
Total current assets | 322,770,000 | 379,082,000 |
Property, equipment and improvements, net | 4,636,000 | 1,556,000 |
Intangible assets, net | 85,195,000 | 93,872,000 |
Goodwill | 46,465,000 | 42,028,000 |
Long-term restricted cash | 857,000 | 855,000 |
Other assets | 9,868,000 | 954,000 |
Total assets | 469,791,000 | 518,347,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 31,437,000 | 46,711,000 |
Accrued media payments | 107,693,000 | 86,923,000 |
Client advances | 13,696,000 | 10,561,000 |
Contingent consideration, current | 7,147,000 | 20,053,000 |
Other accrued liabilities | 25,835,000 | 27,093,000 |
Total current liabilities | 185,808,000 | 191,341,000 |
Convertible senior notes, non-current | 195,984,000 | 195,082,000 |
Contingent consideration, non-current | 546,000 | 31,533,000 |
Other non-current liabilities | 16,680,000 | 13,891,000 |
Total liabilities | 399,018,000 | 431,847,000 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 36,322,465 and 34,972,256 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively | 36,000 | 35,000 |
Additional paid-in capital | 446,181,000 | 431,606,000 |
Accumulated deficit | (375,982,000) | (345,037,000) |
Accumulated other comprehensive income (loss) | 538,000 | (104,000) |
Total stockholders' equity | 70,773,000 | 86,500,000 |
Total liabilities and stockholders' equity | $ 469,791,000 | $ 518,347,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 75,000,000 | 75,000,000 |
Common stock, shares issued | 36,322,465 | 34,972,256 |
Common stock, shares outstanding | 36,322,465 | 34,972,256 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | $ 37,196 | $ 22,655 | $ 105,838 | $ 60,156 |
Operating expenses: | ||||
Cost of revenue | 7,097 | 5,808 | 20,725 | 15,862 |
Sales and marketing | 13,920 | 5,906 | 37,565 | 17,586 |
Research and development | 11,784 | 5,254 | 32,735 | 14,860 |
General and administrative | 2,502 | 15,084 | 27,127 | 62,272 |
Amortization | 5,504 | 1,683 | 15,730 | 3,840 |
Total operating expenses | 40,807 | 33,735 | 133,882 | 114,420 |
Loss from operations | (3,611) | (11,080) | (28,044) | (54,264) |
Other expense, net | (1,249) | (15) | (3,666) | (37) |
Loss before provision for income taxes | (4,860) | (11,095) | (31,710) | (54,301) |
(Benefit from) provision for income taxes | 26 | 396 | (1,442) | 472 |
Net loss | $ (4,886) | $ (11,491) | $ (30,268) | $ (54,773) |
Net loss per share: | ||||
Net loss per share, basic | $ (0.13) | $ (0.34) | $ (0.84) | $ (1.67) |
Net loss per share, diluted | $ (0.13) | $ (0.34) | $ (0.84) | $ (1.67) |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding, basic and diluted | 36,202,496 | 33,332,668 | 35,924,413 | 32,752,939 |
Comprehensive loss: | ||||
Net loss | $ (4,886) | $ (11,491) | $ (30,268) | $ (54,773) |
Foreign currency translation gain, net of income taxes | 66 | 642 | 7 | |
Total comprehensive loss | $ (4,820) | $ (11,491) | $ (29,626) | $ (54,766) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Total | Cumulative Effect, Period of Adoption, Adjustment | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income [Member] |
Beginning balance at Dec. 31, 2020 | $ 88,210 | $ 32 | $ 368,477 | $ (280,365) | $ 66 | ||
Beginning balance, shares at Dec. 31, 2020 | 31,799,354 | ||||||
Common stock issued under employee stock plans, net | 7,126,000 | $ 1,000 | 7,125,000 | ||||
Common stock issued under employee stock plans, net, shares | 1,084,941 | ||||||
Common stock issued for acquisition | 31,500,000 | $ 2,000 | 31,498,000 | ||||
Common stock issued for acquisition, shares | 1,704,822 | ||||||
Common stock issued for services | 250,000 | 250,000 | |||||
Common stock issued for services, shares | 15,828 | ||||||
Stock-based compensation expense | 33,241,000 | 33,241,000 | |||||
Exercise of warrants | 2,279,000 | $ 2,279,000 | 2,279,000 | ||||
Exercise of warrants, shares | 252,218 | ||||||
Net loss | (54,773,000) | (54,773,000) | |||||
Other comprehensive gain | (214,000) | (214,000) | |||||
Ending balance at Sep. 30, 2021 | 107,619,000 | $ 35,000 | 442,870,000 | (335,138,000) | (148,000) | ||
Ending balance, shares at Sep. 30, 2021 | 34,857,163 | ||||||
Beginning balance at Jun. 30, 2021 | 80,227,000 | $ 33,000 | 403,768,000 | (323,647,000) | 73,000 | ||
Beginning balance, shares at Jun. 30, 2021 | 32,870,767 | ||||||
Common stock issued under employee stock plans, net | 2,332,000 | 2,332,000 | |||||
Common stock issued under employee stock plans, net, shares | 281,574 | ||||||
Common stock issued for acquisition | 31,500,000 | $ 2,000 | 31,498,000 | ||||
Common stock issued for acquisition, shares | 1,704,822 | ||||||
Stock-based compensation expense | 5,272,000 | 5,272,000 | |||||
Net loss | (11,491,000) | (11,491,000) | |||||
Other comprehensive gain | (221,000) | (221,000) | |||||
Ending balance at Sep. 30, 2021 | 107,619,000 | $ 35,000 | 442,870,000 | (335,138,000) | (148,000) | ||
Ending balance, shares at Sep. 30, 2021 | 34,857,163 | ||||||
Beginning balance at Dec. 31, 2021 | 86,500,000 | $ (677,000) | $ 35,000 | 431,606,000 | (345,037,000) | $ (677,000) | (104,000) |
Beginning balance, shares at Dec. 31, 2021 | 34,972,256 | ||||||
Common stock issued under employee stock plans, net | 1,199,000 | $ 1,000 | 1,198,000 | ||||
Common stock issued under employee stock plans, net, shares | 1,378,922 | ||||||
Common stock withheld for employee taxes | (9,726,000) | (9,726,000) | |||||
Common stock withheld for employee taxes, shares | (497,593) | ||||||
Common stock issued for acquisition | 1,929,000 | 1,929,000 | |||||
Common stock issued for acquisition, shares | 116,550 | ||||||
Common stock issued as part of contingent consideration | 6,440,000 | 6,440,000 | |||||
Common stock issued as part of contingent consideration, shares | 352,330 | ||||||
Stock-based compensation expense | 14,734,000 | 14,734,000 | |||||
Net loss | (30,268,000) | (30,268,000) | |||||
Other comprehensive gain | (642,000) | (642,000) | |||||
Ending balance at Sep. 30, 2022 | 70,773,000 | $ 36,000 | 446,181,000 | (375,982,000) | (538,000) | ||
Ending balance, shares at Sep. 30, 2022 | 36,322,465 | ||||||
Beginning balance at Jun. 30, 2022 | 70,221,000 | $ 36,000 | 440,809,000 | (371,096,000) | 472,000 | ||
Beginning balance, shares at Jun. 30, 2022 | 36,128,363 | ||||||
Common stock issued under employee stock plans, net | 417,000 | 417,000 | |||||
Common stock issued under employee stock plans, net, shares | 226,577 | ||||||
Common stock withheld for employee taxes | (217,000) | (217,000) | |||||
Common stock withheld for employee taxes, shares | (32,475) | ||||||
Stock-based compensation expense | 5,172,000 | 5,172,000 | |||||
Net loss | (4,886,000) | (4,886,000) | |||||
Other comprehensive gain | 66,000 | 66,000 | |||||
Ending balance at Sep. 30, 2022 | $ 70,773,000 | $ 36,000 | $ 446,181,000 | $ (375,982,000) | $ (538,000) | ||
Ending balance, shares at Sep. 30, 2022 | 36,322,465 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (30,268) | $ (54,773) | $ (64,672) | $ (47,876) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 16,494 | 4,189 | ||
Loss on disposal of fixed assets | 1,894 | |||
Provision for doubtful accounts | (113) | 14 | ||
Loss on sublease | 1,211 | |||
Stock-based compensation expense | 14,734 | 33,491 | ||
Change in fair value of contingent consideration | (23,076) | 303 | ||
Change in deferred taxes | (2,078) | |||
Amortization of debt issuance costs | 902 | |||
Amortization of right-of-use assets | 632 | |||
Changes in assets and liabilities: | ||||
Accounts receivable | 370 | (19,907) | ||
Expenditures billable to clients | 3,395 | (6,871) | ||
Prepaid expenses and other assets | (4,114) | 5,014 | ||
Other assets | (4,568) | |||
Accounts payable | (15,298) | 4,288 | ||
Accrued media payments | 20,136 | 19,297 | ||
Client advances | 3,135 | 1,906 | ||
Other accrued liabilities | (3,177) | 7,016 | ||
Other liabilities | (1,736) | (600) | ||
Net cash used in operating activities | (24,630) | (3,528) | 7,234 | 1,433 |
Cash flows from investing activities: | ||||
Minority investment | (2,750) | |||
Capital expenditures | (3,777) | (448) | ||
Acquisitions, net of cash acquired | (4,589) | (47,602) | ||
Net cash used in investing activities | (11,116) | (48,050) | ||
Cash flows from financing activities: | ||||
Payment of contingent considerations | (14,376) | |||
Taxes paid related to net share settlement of equity awards | (9,726) | |||
Proceeds from the exercise of warrants | 2,279 | |||
Proceeds from issuances of stock under employee stock plans, net | 1,199 | 7,127 | ||
Net cash (used in) provided by financing activities | (22,903) | 9,406 | ||
Net decrease in cash and cash equivalents and restricted cash | (58,649) | (42,172) | ||
Cash and cash equivalents and restricted cash, beginning of period | 255,577 | 115,672 | 115,672 | |
Cash and cash equivalents and restricted cash, end of period | 196,928 | $ 73,500 | $ 255,577 | $ 115,672 |
Non-cash activities: | ||||
Shares issued for acquisition of businesses and earn-out consideration | 8,369 | |||
Lease liabilities arising from right-of-use assets | $ 4,501 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS Description of Business Veritone, Inc., a Delaware corporation (“Veritone”) (together with its wholly owned subsidiaries, collectively, the “Company”), is a provider of artificial intelligence (“AI”) computing solutions. The Company’s proprietary AI operating system, aiWARE TM , uses machine learning algorithms, or AI models, together with a suite of powerful applications, to reveal valuable insights from vast amounts of structured and unstructured data. The aiWARE platform offers capabilities that mimic human cognitive functions such as perception, prediction and problem solving, enabling users to quickly, efficiently and cost effectively transform unstructured data into structured data, and analyze and optimize data to drive business processes and insights. aiWARE is based on an open architecture that enables new AI models, applications and workflows to be added quickly and efficiently, resulting in a scalable and evolving solution that can be leveraged by organizations across a broad range of business sectors, serving commercial enterprises as well as government and regulated industries. In addition, the Company operates a full-service advertising agency that leverages the Company’s aiWARE technologies to provide differentiated Managed Services to its clients. The Company’s advertising services include media planning and strategy, advertisement buying and placement, campaign messaging, clearance verification and attribution, and custom analytics, specializing in host-endorsed and influencer advertising across primarily radio, podcasting, streaming audio, social media and other digital media channels. The Company’s advertising services also include its VeriAds Network, which is comprised of programs that enable broadcasters, podcasters and social media influencers to generate incremental advertising revenue. The Company also offers cloud-native digital content management solutions and licensing services, primarily to customers in the media and entertainment market. These offerings leverage the Company’s aiWARE technologies, providing customers with unique capabilities to enrich and drive expanded revenue opportunities from their content. On August 11, 2022, the Company acquired certain assets of Vision Semantics Limited (“VSL”), a U.K.-based company focused on AI-powered video analytics and surveillance software solutions. On June 10, 2022, the Company acquired VocaliD, Inc. (“VocaliD”), a U.S.-based company that pioneered the creation of personalized synthetic voices. On March 1, 2022, the Company acquired an influencer-based management company. On September 14, 2021, the Company acquired PandoLogic Ltd. (“PandoLogic”), a company incorporated under the laws of the state of Israel, and a leading provider of intelligent hiring solutions. PandoLogic’s software platform, PandoIQ, is an AI-enabled talent acquisition and recruitment platform. For further details on these acquisitions, refer to Note 3. |
Presentation and Summary of Sig
Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Presentation and Summary of Significant Accounting Policies | NOTE 2. PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Preparation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are based on the representations of the Company’s management, who is responsible for their integrity and objectivity. The information included in this Form 10-Q should be read in conjunction with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 17, 2022. Interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2022. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal, recurring and necessary to fairly state the Company’s financial position, results of operations and cash flows. All significant intercompany transactions have been eliminated in consolidation. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements reflected in the three and nine month periods presented are unaudited. The December 31, 2021 balance sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. Adjustment of Previously Issued Financial Statements The Company evaluated the aggregate effects of an error related to the calculation of fair value of contingent consideration at the time of the acquisition of PandoLogic, which led to an understatement of goodwill, intangible assets and contingent consideration at the time of the acquisition, an overstatement of subsequent changes to the fair value of contingent consideration, and an understatement of subsequent intangible amortization expense to its previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108. Based upon quantitative and qualitative factors, the Company determined that the errors were not material to the previously issued financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021 or for any quarterly periods included therein. The December 31, 2021 consolidated balance sheet has been corrected to reflect the impact of this immaterial error and the applicable Notes to the Condensed Consolidated Financial Statements have been updated to reflect the revision for the year ended December 31, 2021. As previously disclosed, the Company restated its financial statements for the three months ended March 31, 2022. For further details on the prior period revisions and restatement, refer to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A for the three months ended March 31, 2022. In addition, the Company has corrected the impact of this immaterial error as of and for the three and nine months ended September 30, 2021 within the condensed and consolidated financial statements in this Form 10-Q. Liquidity and Capital Resources During the years ended December 31, 2021 and 2020 , the Company generated cash flows from operations of $ 7,234 and $ 1,433 , respectively, and incurred net losses of $ 64,672 and $ 47,876 , respectively. During the nine months ended September 30, 2022, the Company used cash in operations of $ 24,630 and incurred a net loss of $ 30,268 . As of September 30, 2022, the Company had an accumulated deficit of $ 375,982 . Historically, the Company has satisfied its capital needs with the net proceeds from sales of equity securities, issuances of convertible debt, and the exercise of common stock options and warrants. During the nine months ended September 30, 2022, the Company received net proceeds of $ 1,199 from the issuance of common stock under the Company’s employee stock plans, and used $ 9,726 for taxes paid related to net share settlement of equity awards and $ 14,376 for payment of the 2021 earnout for PandoLogic. Management believes that the Company’s existing balances of cash and cash equivalents, which totaled $ 196,071 as of September 30, 2022 , will be sufficient to meet its anticipated cash requirements for the foreseeable future. Use of Accounting Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for doubtful accounts, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic, the war in Ukraine, the recent inflationary environment and rising interest rates. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. Significant Customers One individual customer accounted for 10 % or more of the Company’s revenue for the three months ended September 30, 2022 and two individual customers accounted for 10 % or more of the Company’s revenue for the three months ended September 30, 2021. One individual customer accounted for 10 % or more of the Company’s revenue for the nine months ended September 30, 2022 and no individual customer accounted for 10 % of the Company’s revenues for the nine months ended September 30, 2021. Two individual customers accounted for 10 % or more of the Company’s accounts receivable as of September 30, 2022 and as of December 31, 2021 . Remaining Performance Obligations As of September 30, 2022 , the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $ 7,034 , approximately 56 % of which the Company expects to recognize as revenue over the next twelve months , and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations . Excluded based on this policy are balances related to PandoLogic representing gross purchase orders to be satisfied in less than one year. Revenues will be recognized net of costs to fulfill these orders. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021 , other than those associated with the recently adopted leasing guidance as further described in Note 9. Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments under this pronouncement change the way all leases with duration of one year or more are treated. Under this guidance, lessees are required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or operating lease liability. On January 1, 2022, the Company adopted the new leasing standard using the modified retrospective transition method applied at the adoption date of the standard. See Note 9 for further details. In December 2019, the FASB issued ASU No. 2019-12 to simplify the accounting in ASC 740, Income Taxes . This standard removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. The Company adopted this guidance on January 1, 2022 using the prospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires measurement and recognition of expected credit losses for financial assets held. This standard will be effective for the Company beginning in the first quarter of fiscal year 2023, and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures as well as the timing of adoption. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers , in order to align the recognition of a contract liability with the definition of a performance obligation. This standard will be effective for the Company beginning in the first quarter of fiscal year 2023, and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements and related disclosures as well as the timing of adoption. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Business Combinations | NOTE 3. BUSINESS COMBINATIONS VSL Acquisition On August 11, 2022 , the Company acquired certain assets of VSL , a U.K.-based company focused on AI-powered video analytics and surveillance software solutions, pursuant to an asset purchase agreement. The total purchase consideration was $ 1,952 (the “VSL Acquisition Consideration”), which consisted of cash payments of $ 1,700 at closing and deferred cash payments to be made in 2023 totaling $ 300 , which deferred payments were estimated to have a fair value of $ 252 as of the acquisition date. The Company inc urred $ 272 in acquisiti on-related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the VSL Acquisition Consideration (in thousands): VSL Acquisition Consideration Preliminary Cash consideration at closing $ 1,700 Deferred consideration 252 Total $ 1,952 The preliminary allocation of the VSL Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):j Preliminary allocation of VSL Acquisition Consideration** Preliminary Accounts receivable, net $ 57 Property, equipment and improvements, net 13 Intangible assets 1,500 Total assets acquired 1,570 Accrued expenses and other current liabilities 32 Total liabilities assumed 32 Identifiable net assets acquired 1,538 Goodwill 414 Total purchase consideration $ 1,952 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce. All goodwill generated from the acquisition is tax deductible. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of developed technology valued at $ 1,500 with estimated useful lives of 3 years. The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. The fair value of the intangible assets has been estimated using a cost approach. Under the cost approach, the replacement cost is used to estimate the value of the asset. The key assumptions include the Company’s estimates of the direct and indirect costs required to replace the asset. VocaliD Acquisition On June 10, 2022 , the Company acquired 100 % of VocaliD , a U.S.-based company that specializes in the creation of personalized synthetic voices, pursuant to a stock purchase agreement dated as of June 10, 2022 . The total purchase consideration was $ 3,384 (the “VocaliD Acquisition Consideration”), which consisted of cash payments of $ 1,609 at closing and deferred cash payments to be made in 2023 totaling $ 2,000 , which deferred payments were est imated to have a fair value of $ 1,785 as of the acquisition date, and a net working capital adjustment reducing the purchase price by $ 10 . The Comp any incurred $ 200 in acquisition-related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the VocaliD Acquisition Consideration (in thousands): VocaliD Acquisition Consideration Preliminary Cash consideration at closing $ 1,609 Deferred consideration 1,785 Net working capital adjustment ( 10 ) Total $ 3,384 The preliminary allocation of the VocaliD Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Preliminary allocation of VocaliD Acquisition Consideration** Preliminary Cash $ 216 Intangible assets 2,700 Total assets acquired 2,916 Accounts payable 6 Accrued expenses and other current liabilities 33 Deferred tax liability 663 Total liabilities assumed 702 Identifiable net assets acquired 2,214 Goodwill 1,170 Total purchase consideration $ 3,384 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to the assembled workforce. For income tax purposes, the Company elected to treat the transaction as a stock acquisition and none of the goodwill generated from the acquisition was tax deductible. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of developed technology valued at $ 2,700 with estimated useful lives of 3 years. The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. The fair value of the intangible assets has been estimated using a cost approach. Under the cost approach, the replacement cost is used to estimate the value of the asset. The key assumptions include the Company’s estimates of the direct and indirect costs required to replace the asset. March 2022 Acquisition On March 1, 2022 , the Company acquired 100 % of an influencer-based management company, which is a California limited liability company, pursuant to a securities purchase agreement dated as of March 1, 2022 . The entity is an influencer management company that works with a select group of social media influencers to create content and custom marketing campaigns for brand partners and agencies. The total purchase consideration was $ 5,881 (the “March Acquisition Consideration”), which consisted of a cash payment of $ 1,500 at closing, $ 1,929 for the fair value of the Company’s 116,550 shares of common stock, and deferred cash payments to be made in 2023 and 2024 totaling $ 3,000 , which deferred payments were estimated to have a fair value of $ 2,707 on the acquisition date. The total purchase price was decreased by $ 976 for the settlement of a preexisting receivable and increased by $ 684 to adjust for the cash o n hand at the time of the transaction closing and a net working capital adjustment of $ 37 . In addition, the sellers may receive up to $ 4,500 in contingent earnout consideration based on achieving certain milestones tied to the entity’s financial performance in fiscal 2022 and 2023, which amount will be paid in cash (the “March Acquisition Earnout”). The fair value of the March Acquisition Earnout was estimated to be $ 3,015 as of March 1, 2022, all of which was deemed to be compensation to the seller which will be recognized as compensation expense over the earnout period in the general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. The Company incurred $ 270 in acquisition-related expenses and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the March Acquisition Consideration (in thousands): March Acquisition Consideration Preliminary Cash consideration at closing $ 1,500 Equity consideration at closing 1,929 Deferred consideration 2,707 Acquired cash 684 Settlement of pre-existing receivable ( 976 ) Net working capital adjustment 37 Total $ 5,881 The preliminary allocation of the March Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Preliminary allocation of March Acquisition Consideration** Preliminary Cash $ 715 Accounts receivable 1,088 Prepaid and other current assets 120 Property and equipment 53 Intangible assets 2,700 Other assets 247 Total assets acquired 4,923 Accounts payable 18 Accrued expenses and other current liabilities 1,788 Operating lease liabilities, non-current 140 Total liabilities assumed 1,946 Identifiable net assets acquired 2,977 Goodwill 2,904 Total purchase consideration $ 5,881 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to opportunities to cross-sell into our Commercial Enterprise customer base. For income tax purposes, the Company elected to treat the transaction as an asset acquisition. Tax deductible goodwill generated from the acquisition is $ 2,842 (including transaction costs of $ 270 ). Identifiable Intangible Assets The identifiable intangible assets acquired consisted of the influencer network, trade name and brand relationships with estimated useful lives of 3 - 10 years. The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. The fair value of the intangible assets has been estimated using an income approach. Under the income approach, the after-tax cash flows associated with the asset are discounted to present value. The key assumptions include the Company’s estimates of the projected cash flows and discount rates. The valuation of the intangible assets acquired along with their estimated useful lives, is as follows (in thousands): Estimated Estimated Useful Lives (in years) Influencer network $ 1,200 5 Trade name 200 10 Brand relationships 1,300 3 Total intangible assets $ 2,700 PandoLogic Acquisition On September 14, 2021 , the Company acquired 100 % of PandoLogic , a company incorporated under the laws of the state of Israel, pursuant to an Agreement and Plan of Merger dated as of July 21, 2021 (the “PandoLogic Merger Agreement”). PandoLogic is a leading provider of intelligent hiring solutions and utilizes its proprietary platform to accelerate the time and improve the efficiency in the process for employers hiring at scale for both mass market and difficult-to-source candidates. PandoLogic’s fully autonomous recruiting platform helps employers source talent faster and more efficiently with predictive algorithms, machine learning and AI. The total purchase consideration for PandoLogic was $ 135,563 (the “Merger Consideration”), which consisted of cash payments of $ 58,733 at closing, $ 31,500 for the fair value of the Company’s 1,704,822 shares of common stock, and up to $ 65,000 in contingent consideration based on achieving certain earnouts tied to financial performance of PandoLogic in fiscal 2021 and 2022, which amount will be paid in a combination of cash and common stock (the “PandoLogic Earnout”) and a net working capital adjustment of $ 5,818 paid in cash. The Company utilized a Monte Carlo simulation model to estimate the fair value of the PandoLogic Earnout. The fair value of the PandoLogic Earnout was estimated to be $ 44,900 as of September 14, 2021, $ 39,512 of which was deemed to be purchase consideration and recorded within contingent consideration current and contingent consideration non-current on the condensed consolidated balance sheet. The remaining $ 5,388 will be recognized as compensation expense over the earnout period in the general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss. Subsequent to the closing date, the Company is required to reassess its estimate of the fair value of the PandoLogic Earnout, including certain future PandoLogic Earnout obligations triggered on the employment status of certain PandoLogic management, and record any changes in earnings when the estimate is based on information not known as of the acquisition date (See Note 5). The Company incurred $ 2,161 in acquisition-related expenses in 2021 and has recorded them in general and administrative expenses in the condensed consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the Merger Consideration (in thousands): Merger Consideration Amount Cash consideration at closing $ 58,733 Equity consideration at closing 31,500 Contingent earnout 39,512 Net working capital adjustment 5,818 Total $ 135,563 The allocation of the Merger Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Allocation of Merger Consideration** Amount Cash $ 11,581 Accounts receivable 21,344 Prepaid and other current assets 8,710 Property and equipment 618 Intangible assets 92,000 Other assets 1,653 Total assets acquired 135,906 Accounts payable 13,183 Accrued expenses and other current liabilities 9,443 Deferred tax liability 12,686 Total liabilities assumed 35,312 Identifiable net assets acquired 100,594 Goodwill 34,969 Total purchase consideration $ 135,563 **The excess of the total consideration over the tangible assets, identifiable intangible assets, and assumed liabilities is recorded as goodwill. Goodwill is primarily attributable to operational efficiencies from operating PandoLogic products on aiWARE as well as opportunities to cross-sell into our Commercial Enterprise customer base. Identifiable Intangible Assets The identifiable intangible assets acquired consisted of developed technology, customer relationships and tradename with estimated useful lives of 4 - 7 years. The Company amortizes the fair value of these intangible assets on a straight-line basis over their respective useful lives. The fair value of the intangible assets has been estimated using a combination of the income and cost approaches. Under the income approach, the after-tax cash flows associated with the asset are discounted to present value. The key assumptions include the Company’s estimates of the projected cash flows and discount rates. Under the cost approach, the replacement cost is used to estimate the value of the asset. The key assumptions include the Company’s estimates of the direct and indirect costs required to replace the asset. The valuation of the intangible assets acquired from PandoLogic along with their estimated useful lives, is as follows (in thousands): Estimated Estimated Useful Lives (in years) Customer relationships $ 70,000 5 - 7 Developed technology 20,000 4 Trade name 2,000 5 Total intangible assets $ 92,000 Taxes In connection with the acquisition, a net deferred tax liability of $ 12,686 was established primarily for the differences between the fair value of the acquired non-goodwill intangible assets and PandoLogic’s historical tax basis in these assets. No deferred tax asset or liability is recorded on PandoLogic goodwill, $ 33,111 of which is not deductible for tax purposes. In August 2021, PandoLogic obtained the approval for Preferred Technology Enterprise status under which its Israeli tax rate is reduced from the 23 % statutory rate to a 12 % beneficial rate. This arrangement is scheduled to expire in December 2025. The acquired Israel deferred tax assets and liabilities are computed based on the tax rate in the year of their expected reversal. No valuation allowance is recorded on the acquired PandoLogic deferred tax assets as it is more likely than not they will be utilized to offset future taxable income. Unaudited Pro Forma Results The unaudited pro forma financial information in the table below summarizes the combined results of operations for Veritone and PandoLogic as if the companies were combined for the three and nine months ended September 30, 2021. The unaudited pro forma financial information for all periods presented included the business combination accounting effects resulting from this acquisition, including adjustments to reflect recognition of intangible asset amortization and accretion of contingent consideration. The unaudited pro forma financial information as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of January 1, 2021. The unaudited pro forma financial information was as follows (in thousands): Three Months Ended Nine Months Ended 2021 2021 Net revenue $ 35,488 $ 92,980 Loss before provision for income taxes ( 10,574 ) ( 60,652 ) Net loss ( 9,886 ) ( 57,165 ) |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 4. DEBT Convertible Senior Notes In November 2021, the Company issued, at par value, $ 201.3 million aggregate principal amount of 1.75 % convertible senior notes due 2026 (the “Convertible Notes”). The issuance included the full exercise of an option granted by the Company to the initial purchasers of the Convertible Notes to purchase an additional $ 26.25 million aggregate principal amount of Convertible Notes. The Convertible Notes were issued pursuant to and are subject to the terms and conditions of an indenture, which is referred to as the Indenture, between the Company and U.S. Bank National Association, as trustee. The Convertible Notes were offered and sold in a private offering to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Convertible Notes are senior, unsecured obligations of the Company and bear interest at a rate of 1.75 % per year. Interest accrues from November 19, 2021 and is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2022. The Convertible Notes will mature on November 15, 2026 , unless earlier converted, redeemed, or repurchased in accordance with the terms of the Convertible Notes. Holders of the Convertible Notes may convert all or any portion of their Convertible Notes at their option at any time prior to the close of business on the business day immediately preceding May 15, 2026, only under the following conditions: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2022 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of Convertible Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate for the Convertible Notes on each such trading day; (3) if the Company calls such Convertible Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable redemption date; or (4) upon the occurrence of specified corporate events. On or after May 15, 2026 , holders may convert all or any portion of their Convertible Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The conversion rate for the Convertible Notes will initially be 27.2068 shares of the Company’s common stock per $1,000 principal amount of Convertible Notes (equivalent to an initial conversion price of approximately $ 36.76 per share of common stock). The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date or following the Company’s issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate for a holder who elects to convert its Convertible Notes in connection with such a corporate event or who elects to convert its Convertible Notes called (or deemed called) for redemption during the related redemption period, as the case may be. The Company may not redeem the Convertible Notes prior to November 20, 2024 . The Company may redeem for cash all or any portion of the Convertible Notes (subject to certain limitations), at its option, on or after November 20, 2024 if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption at a redemption price equal to 100 % of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Convertible Notes. If the Company undergoes a fundamental change prior to the maturity date, subject to certain conditions, holders may require the Company to repurchase for cash all or any portion of their Convertible Notes. The fundamental change repurchase price will be equal to 100 % of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The Convertible Notes are the Company’s senior unsecured obligations and rank senior in right of payment to all of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Notes; equal in right of payment with all existing and future liabilities of the Company that are not so subordinated; effectively junior to any of secured indebtedness of the Company to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) and any preferred equity of the Company’s current or future subsidiaries. The net proceeds from the issuance of the Convertible Notes were approximately $ 194.9 million, after deducting debt issuance costs. The total debt issuance costs incurred and recorded by the Company amounted to $ 6.3 million, which were recorded as a reduction to the face amount of the Convertible Notes and are being amortized to interest expense using the effective interest method over the contractual term of the Convertible Notes. The Convertible Notes are recorded as a liability within convertible senior notes, non-current. For the three and nine months ended September 30, 2022, interest expense related to the Convertible Notes and amortization of the issuance c osts was $ 1.2 million and $ 3.5 million, respect ively. The effective annual interest rate for the three and nine months ended September 30, 2022 was ap proximately 2.42 %. As of September 30, 2022 , the if-converted value of the Convertible Notes did no t exceed the outstanding principal amount. As of September 30, 2022, the total estimated fair value of the Convertible Notes was $ 121.0 million, whic h was determined based on a market approach using actual bids and offers of the Convertible Notes in an over-the-counter market during the period. The Company considers these assumptions to be Level 2 inputs in accordance with the fair value hierarchy described in Note 6. Capped Calls In connection with the pricing of the Convertible Notes, with the full exercise by the initial purchasers of their option to purchase additional Convertible Notes in November 2021, the Company used approximately $ 18.6 million of the net proceeds from the issuance of the Convertible Notes to enter into privately negotiated capped call transactions, which are referred to as the capped calls, with various financial institutions. The capped call transactions cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the number of shares of the Company’s common stock underlying the Convertible Notes. The capped call transactions are expected generally to reduce the potential dilution to the Company’s common stock upon conversion of the Convertible Notes and/or offset some or all of any cash payments the Company is required to make in excess of the principal amount of converted Convertible Notes, as the case may be, in the event that the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, is greater than the strike price of the capped call transactions, which initially corresponds to the conversion price of the Convertible Notes and is subject to anti-dilution adjustments substantially similar to those applicable to the conversion rate of the Convertible Notes. If, however, the market price per share of the Company’s common stock, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions. The initial cap price of the capped calls is $ 48.55 per share of common stock, which represents a premium of 75 % over the last reported sale price of the Company’s common stock of $ 27.74 per share on November 16, 2021, and is subject to certain customary adjustments under the terms of the capped calls; provided that the cap price will not be reduced to an amount less than the strike price of $ 35.76 per share. The capped call transactions are separate transactions and are not part of the terms of the Convertible Notes. The capped calls meet the criteria for classification as equity and, as such, are not remeasured each reporting period and are included as a reduction to additional paid-in-capital within stockholders’ equity. |
Net Loss Per Share
Net Loss Per Share | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | NOTE 5. NET LOSS PER SHARE The following table presents the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator Net loss $ ( 4,886 ) $ ( 11,491 ) $ ( 30,268 ) $ ( 54,773 ) Denominator Weighted-average common shares outstanding 36,202,496 33,342,828 35,924,413 32,767,752 Less: Weighted-average shares subject to repurchase — ( 10,160 ) — ( 14,813 ) Denominator for basic and diluted net loss per share attributable to common stockholders 36,202,496 33,332,668 35,924,413 32,752,939 Basic and diluted net loss per share $ ( 0.13 ) $ ( 0.34 ) $ ( 0.84 ) $ ( 1.67 ) The Company reported net losses for all periods presented and, as such, all potentially dilutive shares of common stock would have been antidilutive for such periods. The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Common stock options and restricted stock units 10,635,480 9,533,421 10,484,633 9,917,997 Warrants to purchase common stock 496,612 520,112 496,612 559,361 Common stock issuable in connection with convertible senior notes 5,475,369 — 5,475,369 — 16,607,461 10,053,533 16,456,614 10,477,358 |
Financial Instruments
Financial Instruments | 9 Months Ended |
Sep. 30, 2022 | |
Investments All Other Investments [Abstract] | |
Financial Instruments | NOTE 6. FINANCIAL INSTRUMENTS Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs that may be used to measure fair value. Level 1 and Level 2 are considered observable and Level 3 is considered unobservable, as follows: • Level 1—quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2—inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3—unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Cash and Cash Equivalents The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of September 30, 2022, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 195,037 $ — $ 195,037 $ 195,037 Level 1: Money market funds 1,034 — 1,034 1,034 Total $ 196,071 $ — $ 196,071 $ 196,071 As of December 31, 2021, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 253,693 $ — $ 253,693 $ 253,693 Level 1: Money market funds 1,029 — 1,029 1,029 Total $ 254,722 $ — $ 254,722 $ 254,722 Contingent Consideration All of the Company’s contingent consideration liabilities are categorized as Level 3 within the fair value hierarchy. Contingent consideration for the PandoLogic acquisition was valued at the time of acquisition using Monte Carlo simulation models. These models incorporate contractual terms and assumptions regarding financial forecasts for PandoLogic, discount rates, and volatility of forecasted revenue. The value of the Company’s contingent consideration would increase if a lower discount rate was used and would decrease if a higher discount rate was used. Similarly, a higher revenue volatility assumption would increase the value of the contingent consideration, and a lower revenue volatility assumption would decrease the value of the contingent consideration. Contingent consideration for the March 2022 acquisition was valued using a simple probability of achievement model, with the probability of achievement based on management’s forecasted outcomes for 2022 and 2023 fiscal year results for the acquired entity. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. In September 2022, the Company and PandoLogic entered into an amendment to the PandoLogic Merger Agreement. This amendment provides that the 2022 PandoLogic Earnout will be no less than $ 10,825 , irrespective of the actual financial performance of PandoLogic for the 2022 PandoLogic Earnout period. The 2022 PandoLogic Earnout will be paid in a combination of cash consideration and stock consideration, with the number of shares to be paid equal to that stock consideration portion of the earnout amount divided by a price per share of $ 20.53 in accordance with the terms of the PandoLogic Merger Agreement. The models were updated to capture the valuation impacts of the amendment. The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the contingent consideration as of September 30, 2022: Contingent Consideration Revenue volatility 15 % Weighted-average cost of capital 38 % Risk-free rate 4.1 % As of September 30, 2022, the Company’s contingent consideration liabilities current and non-current balances were as follows: Changes in Amount Paid Reclass from Fair Cost Fair Value To Date Current Value Level 3: Contingent consideration, current $ 18,128 $ ( 11,308 ) $ ( 20,816 ) $ 21,143 7,147 Contingent consideration, non-current 21,384 305 — ( 21,143 ) 546 Total $ 39,512 $ ( 11,003 ) $ ( 20,816 ) $ — $ 7,693 As of December 31, 2021, the Company’s contingent consideration liabilities current and non-current balances were as follows: Changes in Fair Contingent Cost Fair Value Value Consideration Level 3: Contingent consideration, current $ 18,128 $ 1,925 $ 20,053 $ 20,053 Contingent consideration, non-current 21,384 10,149 31,533 31,533 Total $ 39,512 $ 12,074 $ 51,586 $ 51,586 Stock Warrants All of the Company’s outstanding stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants have been recorded at their fair value using either a probability weighted expected return model, the Monte Carlo simulation model or the Black-Scholes option-pricing model. These models incorporate contractual terms, maturity, risk-free interest rates and volatility. The value of the Company’s stock warrants would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. Investments During the nine months ended September 30, 2022 , the Company invested $ 2,750 in a strategic investment in a technology company that was determined to not have a readily determinable fair value. This investment is carried initially at cost of $ 2,750 on our condensed consolidated balance sheet within other assets. The Company will monitor this investment to determine whether an other-than-temporary decline in value indicates that impairment charges may be required. The Company will also re-measure its investment if there is an observable transaction in a similar class of security to our investment. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | NOTE 7. GOODWILL AND INTANGIBLE ASSETS, NET Goodwill The carrying amount of goodwill was $ 46,465 as of September 30, 2022 and $ 42,028 as of December 31, 2021. Goodwill Balance at December 31, 2021 $ 42,028 March 2022 acquisition 2,904 VocaliD acquisition 1,170 VSL acquisition 414 Foreign currency translation/other ( 51 ) Balance at September 30, 2022 $ 46,465 Intangible Assets The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: September 30, December 31, Weighted Gross Accumulated Net Gross Accumulated Net Software and technology 0.0 $ 3,582 $ ( 3,582 ) $ — $ 3,582 $ ( 3,515 ) $ 67 Licensed technology 0.0 500 ( 500 ) — 500 ( 500 ) — Developed technology 2.4 33,800 ( 13,411 ) 20,389 29,600 ( 7,647 ) 21,953 Customer and supplier relationships 5.1 81,800 ( 18,766 ) 63,034 79,300 ( 9,449 ) 69,851 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 683 ) 117 Trade names 4.2 2,300 ( 528 ) 1,772 2,100 ( 216 ) 1,884 Total 4.1 $ 122,782 $ ( 37,587 ) $ 85,195 $ 115,882 $ ( 22,010 ) $ 93,872 The following table presents future amortization of the Company’s finite-lived intangible assets as of September 30, 2022: 2022 (3 months) $ 5,499 2023 20,477 2024 17,957 2025 15,507 2026 10,574 Thereafter 15,181 Total $ 85,195 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Consolidated Financial Statements Details | NOTE 8. CONSOLIDATED FINANCIAL STATEMENTS DETAILS Consolidated Balance Sheets Details Cash and cash equivalents As of September 30, 2022 and December 31, 2021, the Company had cash and cash equivalents of $ 196,071 and $ 254,722 , respectively, including $ 59,476 and $ 66,401 , respectively, of cash received from advertising customers for future payments to vendors. Accounts Receivable, Net Accounts receivable consisted of the following: As of September 30, December 31, Accounts receivable — Managed Services (1) $ 46,666 $ 21,347 Accounts receivable — Software Products & Services (2) 31,191 59,568 Accounts receivable — Other 8,760 4,926 86,617 85,841 Less: allowance for doubtful accounts ( 666 ) ( 778 ) Accounts receivable, net $ 85,951 $ 85,063 (1) Accounts receivable – Managed Services reflects the amounts due from the Company’s advertising customers. (2) Accounts receivable – Software Products & Services reflects the amounts due from the Company’s PandoLogic customers. Property, Equipment and Improvements, Net Property, equipment and improvements, net consisted of the following: As of September 30, December 31, Property and equipment $ 7,451 $ 4,262 Leasehold improvements 248 167 7,699 4,429 Less: accumulated depreciation ( 3,063 ) ( 2,873 ) Property, equipment and improvements, net $ 4,636 $ 1,556 Depreciation expense was $ 320 and $ 764 for the three and nine months ended September 30, 2022 , respectively. Depreciation expense was $ 95 and $ 349 for the three and nine months ended September 30, 2021, respectively. Of the $ 7,451 in property and equipment as of September 30, 2022 , $ 1,918 consisted of work in progress not yet placed in service for internally capitalized software. Accounts Payable Accounts payable consisted of the following: As of September 30, December 31, Accounts payable — Managed Services (1) $ 15,156 $ 23,613 Accounts payable — Other 16,281 23,098 Total $ 31,437 $ 46,711 (1) Accounts payable – Managed Services reflects the amounts due to media vendors for advertisements placed on behalf of the Company’s advertising clients. Consolidated Statement of Operations and Comprehensive Loss Details Revenue Revenue for the periods presented were comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Commercial Enterprise $ 36,184 $ 21,697 $ 103,174 $ 57,460 Government & Regulated Entities 1,012 958 2,664 2,696 Total revenue $ 37,196 $ 22,655 $ 105,838 $ 60,156 In the third quarter of fiscal year 2021, the Company realigned its organization to improve focus and growth into two customer groups: (1) Commercial Enterprise (“CE”), which today consists of customers in the commercial sector, including media and entertainment customers, advertising customers, content licensing customers and PandoLogic customers; and (2) Government & Regulated Industries (“GRI”), which today consists of customers in the government and regulated industries sectors, including state, local and federal government, legal, compliance and energy customers. Software Products & Services consists of revenue generated from the Company’s aiWARE platform and PandoLogic’s talent acquisition solutions, any related support and maintenance services, and any related professional services associated with the deployment and or implementation of such solutions. Managed Services consists of revenues generated from content licensing customers and advertising agency customers and related services. The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended Nine Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services (1) $ 19,800 $ 1,012 $ 20,812 $ 54,694 $ 2,664 $ 57,358 Managed Services Advertising 11,017 — 11,017 32,620 — 32,620 Licensing 5,367 — 5,367 15,860 — 15,860 Total Managed Services 16,384 — 16,384 48,480 — 48,480 Total Revenue $ 36,184 $ 1,012 $ 37,196 $ 103,174 $ 2,664 $ 105,838 (1) Software Products & Services consists of aiWARE revenues of $ 3,839 and $ 16,696 for the three and nine months ended September 30, 2022 , respectively, as well as PandoLogic revenues of $ 16,973 and $ 40,662 for the three and nine months ended September 30, 2022, respectively. Three Months Ended Nine Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services (1) $ 8,069 $ 958 $ 9,027 $ 16,596 $ 2,696 $ 19,292 Managed Services Advertising 9,648 — 9,648 29,943 — 29,943 Licensing 3,980 — 3,980 10,921 — 10,921 Total Managed Services 13,628 — 13,628 40,864 — 40,864 Total Revenue $ 21,697 $ 958 $ 22,655 $ 57,460 $ 2,696 $ 60,156 (1) Software Products & Services consists of aiWARE revenues of $ 4,716 and $ 14,981 for the three and nine months ended September 30, 2021 , respectively, as well as PandoLogic revenues of $ 4,311 for the three and nine months ended September 30, 2021. Other Expense, Net Other expense, net for the periods presented was comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest (expense) income, net $ ( 1,305 ) $ ( 3 ) $ ( 3,670 ) $ 4 Other 56 ( 12 ) 4 ( 41 ) Other expense, net $ ( 1,249 ) $ ( 15 ) $ ( 3,666 ) $ ( 37 ) Provision for Income Taxes The provision or benefit from income taxes for interim periods is determined using an estimate of the Company’s annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the Company updates the estimate of the annual effective tax rate, and if the estimated tax rate changes, the Company records a cumulative adjustment. The Company’s effective tax rate for the three and nine months ended September 30, 2022 was ( 0.5 )% and 4.5 %, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was ( 3.6 )% and ( 0.9 )%, respectively. The difference between the effective tax rate and the U.S. federal statutory rate of 21% is primarily due to a valuation allowance established on the majority of the Company’s federal and state net deferred tax assets. The change in our year-to-date effective tax rate is primarily driven by year-to-date losses generated by the Company’s foreign subsidiary and a change in valuation allowance resulting from the acquisition of VocaliD, As of September 30, 2022, the Company continues to provide a valuation allowance against certain federal and state deferred tax assets. The Company continues to evaluate the realizability of deferred tax assets and the related valuation allowance. If the Company’s assessment of the deferred tax assets or the corresponding valuation allowance were to change, the Company would record the related adjustment to income during the period in which the determination is made. The Company is subject to taxation in the United States, Israel, the United Kingdom, and various U.S. states. Due to the Company’s tax loss carryovers in some jurisdictions, certain U.S. federal tax returns and state tax returns are open for examination since inception. The Israeli statute of limitations period is generally three years commencing at the end of the year in which the return was filed. The Company is not currently under examination from income tax authorities in any jurisdiction in which the Company does business. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”) which, among other things, implements a 15 % corporate alternative minimum tax based on the adjusted financial statement income for certain large corporations and a 1 % excise tax on net share repurchases. The minimum tax and excise tax, if applicable, are effective for fiscal years beginning after December 31, 2022. The Company does not expect the IRA to have a material impact on its financial position, results of operations or cash flows. The Company will continue to monitor additional future guidance from the IRS. |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Leases Commitments And Contingencies [Abstract] | |
Leases, Commitments and Contingencies | NOTE 9. LEASES, COMMITMENTS AND CONTINGENCIES Leases Adoption of the New Lease Accounting Standard On January 1, 2022, the Company adopted ASU No. 2016-02, Leases (Topic 842), using the modified retrospective transition method applied at the adoption date of the standard. Results for reporting periods beginning after January 1, 2022 are presented under the new leasing standard, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting. The Company has elected to utilize the package of practical expedients at the time of adoption, which allows the Company to (1) not reassess whether any expired or existing contracts are or contain leases, (2) not reassess the lease classification of any expired or existing leases, and (3) not reassess initial direct costs for any existing leases. The Company also has elected to utilize the short-term lease recognition exemption and, for those leases that qualified, the Company did not recognize right-of-use (“ROU”) assets or lease liabilities. As a result of adoption, the Company recorded ROU assets related to office facility leases which are recognized on the consolidated balance sheet within “other assets” and the associated lease liabilities are recognized on the consolidated balance sheet within “other accrued liabilities” and “other non-current liabilities.” The present value of the Company’s remaining lease payments, which comprise the lease liabilities, was estimated using the incremental borrowing rate as of the adoption date. The cumulative effects of the changes made to the Company’s January 1, 2022 consolidated balance sheet were as follows: December 31, 2021 Adjustments Due to Adoption of New Leasing Standard January 1, Assets Prepaid expenses and other current assets $ 12,117 $ 71 $ 12,188 Other assets 954 1,983 2,937 Liabilities Other accrued liabilities $ 27,093 $ 1,675 $ 28,768 Other non-current liabilities 13,891 1,057 14,948 Stockholders' Equity Accumulated deficit $ ( 345,037 ) $ ( 678 ) $ ( 345,715 ) New Lease Accounting Policies The Company determines if an arrangement is a lease at inception and determine the classification of the lease, as either operating or finance, at commencement. The Company has various operating leases for its offices. These existing leases have remaining lease terms ranging from 1 to 5 years. Certain lease agreements contain options to renew, with renewal terms that generally extend the lease terms by 1 to 5 years for each option. The Company determined that none of its current leases are reasonably certain to renew. For short-term leases with expected terms of less than 1 year, the Company does not recognize ROU assets or lease liabilities. The Company does not have any finance leases. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the rate implicit in the Company’s leases is not readily determinable, the Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The Company estimates the incremental borrowing rate to reflect the profile of secured borrowing over the expected term of the leases based on the information available at the later of the initial date of adoption or the lease commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives received at or before lease commencement. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Sublease rental income is recognized as a reduction to the related lease expense on a straight-line basis over the sublease term. Lease Costs As of September 30, 2022, on its condensed consolidated balance sheet the Compa ny has right-of-use assets of $ 2,013 recorded within other assets , the current portion of operating lease liabilities of $ 2,096 recorded within other accrued liabilities , and the non-current portion of operating lease liabilities of $ 1,955 recorded within other non-current liabilities . The Company made cash payments for its operatin g leases of $ 688 and $ 2,009 for the three and nine months ended September 30, 2022 , respectively, all of which were included in cash flows from operating activities within the condensed consolidated statements of cash flows. The Company’s operating leases have a weighted average remaining lease term of 2.2 years and weighted average discount rate of 7.8 %. In February 2021, the Company entered into an office sublease (the “Sublease”) with a third party (the “Subtenant”), pursuant to which the Company has subleased its former office space located in Costa Mesa, California, consisting of approximately 37,875 square feet, which the Company leases pursuant to an existing lease agreement expiring in 2024 (the “Lease”). The term of the Sublease commenced in March 2021 and will continue through December 31, 2024 , coterminous with the Lease. Pursuant to the Sublease, the Subtenant will pay to the Company monthly base rent, which is subject to annual rent escalations, as well as a portion of the operating expenses and taxes payable by the Company under the Lease. The Company recognized contract termination costs as a liability when it ceased using the rights conveyed under the Lease. During the nine months ended September 30, 2021 , the Company recorded approximately $ 3,367 in charges resulting from the Sublease, consisting of $ 1,894 loss on disposal of property and equipment and leasehold improvements, $ 1,211 loss on sublease, and $ 262 in initial direct costs. The total rent expense for all operating leases was $ 620 and $ 1,882 for the three and nine months ended September 30, 2022, respectively, with short-term leases making up an immaterial portion of such expens es. The total rent expense for all operating leases, excluding the charges related to the Sublease discussed above, was $ 428 and $ 4,672 for the three and nine months ended September 30, 2021, respectively, with short-term leases making up an immaterial portion of such expenses. F or its sublease, the Company recorded sublease income of $ 277 and $ 831 for the three and nine months ended September 30, 2022, respectively. Lease Commitments Future undiscounted lease payments for the Company’s operating lease liabilities, a reconciliation of these payments to its operating lease liabilities, and related sublease income at December 31, 2021 are as follows: Years ended December 31, 2022 (three months) $ 696 2023 2,263 2024 1,816 Total future minimum lease payments, including short-term leases 4,775 Less: future minimum lease payments for short-term leases ( 326 ) Less: imputed interest ( 398 ) Present value of future minimum lease payments, excluding short-term leases $ 4,051 Less: current portion of operating lease liabilities ( 2,096 ) Non-current portion of operating lease liabilities 1,955 Years ended December 31, Sublease Income 2022 (three months) $ 293 2023 1,297 2024 1,034 Total sublease income $ 2,624 As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the previous lease accounting standard, future minimum lease payments at December 31, 2021, on an undiscounted basis, were as follows: 2022 $ 2,532 2023 2,091 2024 1,730 Total minimum payments $ 6,353 As of December 31, 2021 , minimum sublease rental income to be received in the future under noncancelable subleases was approximately $ 3,402 and the total rent expense for all operating leases was $ 4,668 for the year ended December 31, 2021. Purchase Consideration In connection with its March 2022 acquisition, the Company committed to make purchase consideration payments of $ 1,500 within ten days of the first anniversary of the closing date of the acquisition and an additional $ 1,500 within ten days of the second anniversary of the closing date of the acquisition. In connection with its VocaliD acquisition, the Company committed to make purchase consideration payments of $ 1,000 on the first anniversary of the closing date of the acquisition and an additional $ 1,000 on the 18-month anniversary of the closing date of the acquisition. In connection with its VSL acquisition, the Company committed to make a purchase consideration payment of $ 300 on the 18-month anniversary of the closing date of the acquisition. Refer to Note 3 for further details. Other Contingencies From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. The Company currently is not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company’s results of operations, financial position or cash flows. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock Issuances During the nine months ended September 30, 2022 and 2021, the Company issued an aggrega te of 1,378,922 and 1,084,941 shares of its common stock, respectively, in connection with the exercise of stock options, issuance of stock awards and vesting of restricted stock units under its stock incentive plans and purchases under its Employee Stock Purchase Plan (the “ESPP”). During the nine months ended September 30, 2022 , the Company issued a total of 116,550 shares of its common st ock in connection with its March 2022 acquisition. During the nine months ended September 30, 2022 , the Company issued a total of 352,330 shares of its common stock in connection with the contingent consideration arrangement related to the acquisition of PandoLogic. During the nine months ended September 30, 2021 , the Company issued a total of 252,218 shares of its common stock upon the exercise of warrants for an aggregate exercise price of $ 2,279 and issued an aggregate of 84,723 shares of its common stock upon exercises of warrants to purchase an aggregate of 91,833 shares of its common stock, which were effected on a net exercise basis without cash payment of the exercise price. During the nine months ended September 30, 2021 , the Company issued an aggregate of 15,828 shares of its common stock for services provided to the Company. |
Stock Plans
Stock Plans | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Plans | NOTE 11. STOCK PLANS Stock-Based Compensation During the nine months ended September 30, 2022 , the Company granted options to purchase an aggregate of 291,850 shares of its common stock that are subject to time-based vesting conditions. The Company valued these stock options using the Black-Scholes Merton option pricing model. The following assumptions were used to compute the grant date fair values of the stock options granted during the nine months ended September 30, 2022 : Expected term (in years) 5.5 - 6.1 Expected volatility 82 % - 92 % Risk-free interest rate 1.7 % - 3.5 % Expected dividend yield — The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the three months ended September 30, 2022 are set forth in the table below: Expected term (in years) 0.5 - 2.0 Expected volatility 67 % - 119 % Risk-free interest rate 0.1 % - 3.0 % Expected dividend yield — The Company’s stock-based compensation expense by type of award and by operating expense grouping are presented below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock-based compensation expense by type of award: Restricted stock units $ 3,509 $ 4,264 $ 9,999 $ 14,014 Stock awards — — 19 Performance-based stock options — — 16,314 Stock options 1,226 791 4,001 2,426 Employee stock purchase plan 367 86 540 337 Common stock issued for services — 131 39 381 Total $ 5,102 $ 5,272 $ 14,579 $ 33,491 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 46 $ — $ 90 $ — Sales and marketing 538 226 1,728 1,358 Research and development 1,532 431 3,783 2,016 General and administrative 2,986 4,615 8,978 30,117 $ 5,102 $ 5,272 $ 14,579 $ 33,491 Equity Award Activity Under Stock Plans Restricted Stock Units The Company’s restricted stock unit activity for the nine months ended September 30, 2022 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2021 886,461 $ 32.56 Granted 766,935 $ 13.18 Forfeited ( 40,500 ) $ 24.88 Vested ( 511,719 ) $ 37.38 Unvested at September 30, 2022 1,101,177 $ 15.60 As of September 30, 2022, total unrecognized compens ation cost related to restricted stock units was $ 12,339 , which is expected to be recognized over a weighted average period of 1.88 years. Performance-Based Stock Options The activity during the nine months ended September 30, 2022 related to stock options that are subject to performance-based vesting conditions tied to the achievement of stock price goals by the Company was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2021 3,834,441 $ 11.05 Exercised ( 40,916 ) $ 5.61 Expired ( 14,243 ) $ 5.30 Outstanding at September 30, 2022 3,779,282 $ 11.13 5.8 $ 2 Exercisable at September 30, 2022 3,779,282 $ 11.13 5.8 $ 2 The aggregate intrinsic value of the options exercised during the nine months ended September 30, 2022 and 2021 was $ 275 and $ 7,665 , respectively. No performance-based stock options were granted during the nine months ended September 30, 2022 and 2021 and no performance-based stock options vested during the nine months ended September 30, 2022. During the nine months ended September 30, 2021 , the Company achieved all of the stock price milestones applicable to substantially all of the performance-based stock options and, as a result, such performance-based stock options vested and all associated unrecognized compensation was accelerated and recognized in full as a one-time expense of $ 16,268 . Stock Options The activity during the nine months ended September 30, 2022 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2021 5,508,608 $ 15.10 Granted 630,467 $ 11.50 Exercised ( 49,343 ) $ 5.91 Forfeited ( 190,212 ) $ 19.44 Expired ( 41,776 ) $ 15.45 Outstanding at September 30, 2022 5,857,744 $ 14.69 6.0 $ 1,464 Exercisable at September 30, 2022 4,504,070 $ 14.03 5.1 $ 1,049 The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2022 and 2021 was $ 8.59 and $ 19.95 p er share, respectively. The aggregate intrinsic value of the stock options exercised during the nine months ended September 30, 2022 and 2021 was $ 274 and $ 9,521 , respectively. The total grant date fair value of stock options vested during the nine months ended September 30, 2022 and 2021 was $ 4,204 and $ 1,797 , respectively. At September 30, 2022 , total unrecognized compensation expense related to stock options was $ 14,423 and is expected to be recognized over a weighted average period of 2 .9 years. The aggregate intrinsic values in the tables above represent the difference between the fair market value of the Company’s common stock and the average option exercise price of in-the-money options, multiplied by the number of such stock options. Employee Stock Purchase Plan During the nine months ended September 30, 2022 , a total of 130,538 shares of common stock were purchased under the Company’s ESPP. As of September 30, 2022 , accrued employee contributions for future purchases under the ESPP totaled $ 250 . |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 12. RELATED PARTY TRANSACTIONS There were no related party transactions during the three and nine months ended September 30, 2022 and 2021 . |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Preparation | Basis of Presentation and Preparation The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) for interim financial statements and the rules and regulations of the Securities and Exchange Commission (the “SEC”). Accordingly, they do not contain all information and footnotes required by GAAP for annual financial statements. Such unaudited condensed consolidated financial statements and accompanying notes are based on the representations of the Company’s management, who is responsible for their integrity and objectivity. The information included in this Form 10-Q should be read in conjunction with the information included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 17, 2022. Interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results the Company will have for the full year ending December 31, 2022. The accompanying condensed consolidated financial statements have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which are normal, recurring and necessary to fairly state the Company’s financial position, results of operations and cash flows. All significant intercompany transactions have been eliminated in consolidation. The financial data and the other information disclosed in these notes to the condensed consolidated financial statements reflected in the three and nine month periods presented are unaudited. The December 31, 2021 balance sheet included herein was derived from the audited financial statements but does not include all disclosures or notes required by GAAP for complete financial statements. |
Adjustment of Previously Issued Financial Statements | Adjustment of Previously Issued Financial Statements The Company evaluated the aggregate effects of an error related to the calculation of fair value of contingent consideration at the time of the acquisition of PandoLogic, which led to an understatement of goodwill, intangible assets and contingent consideration at the time of the acquisition, an overstatement of subsequent changes to the fair value of contingent consideration, and an understatement of subsequent intangible amortization expense to its previously issued financial statements in accordance with SEC Staff Accounting Bulletins No. 99 and No. 108. Based upon quantitative and qualitative factors, the Company determined that the errors were not material to the previously issued financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2021 or for any quarterly periods included therein. The December 31, 2021 consolidated balance sheet has been corrected to reflect the impact of this immaterial error and the applicable Notes to the Condensed Consolidated Financial Statements have been updated to reflect the revision for the year ended December 31, 2021. As previously disclosed, the Company restated its financial statements for the three months ended March 31, 2022. For further details on the prior period revisions and restatement, refer to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A for the three months ended March 31, 2022. In addition, the Company has corrected the impact of this immaterial error as of and for the three and nine months ended September 30, 2021 within the condensed and consolidated financial statements in this Form 10-Q. |
Liquidity and Capital Resources | Liquidity and Capital Resources During the years ended December 31, 2021 and 2020 , the Company generated cash flows from operations of $ 7,234 and $ 1,433 , respectively, and incurred net losses of $ 64,672 and $ 47,876 , respectively. During the nine months ended September 30, 2022, the Company used cash in operations of $ 24,630 and incurred a net loss of $ 30,268 . As of September 30, 2022, the Company had an accumulated deficit of $ 375,982 . Historically, the Company has satisfied its capital needs with the net proceeds from sales of equity securities, issuances of convertible debt, and the exercise of common stock options and warrants. During the nine months ended September 30, 2022, the Company received net proceeds of $ 1,199 from the issuance of common stock under the Company’s employee stock plans, and used $ 9,726 for taxes paid related to net share settlement of equity awards and $ 14,376 for payment of the 2021 earnout for PandoLogic. Management believes that the Company’s existing balances of cash and cash equivalents, which totaled $ 196,071 as of September 30, 2022 , will be sufficient to meet its anticipated cash requirements for the foreseeable future. |
Use of Accounting Estimates | Use of Accounting Estimates The preparation of the accompanying condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for doubtful accounts, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic, the war in Ukraine, the recent inflationary environment and rising interest rates. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Quarterly Report on Form 10-Q. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
Significant Customers | Significant Customers One individual customer accounted for 10 % or more of the Company’s revenue for the three months ended September 30, 2022 and two individual customers accounted for 10 % or more of the Company’s revenue for the three months ended September 30, 2021. One individual customer accounted for 10 % or more of the Company’s revenue for the nine months ended September 30, 2022 and no individual customer accounted for 10 % of the Company’s revenues for the nine months ended September 30, 2021. Two individual customers accounted for 10 % or more of the Company’s accounts receivable as of September 30, 2022 and as of December 31, 2021 . |
Remaining Performance Obligations | Remaining Performance Obligations As of September 30, 2022 , the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $ 7,034 , approximately 56 % of which the Company expects to recognize as revenue over the next twelve months , and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations . Excluded based on this policy are balances related to PandoLogic representing gross purchase orders to be satisfied in less than one year. Revenues will be recognized net of costs to fulfill these orders. |
Significant Accounting Policies | Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021 , other than those associated with the recently adopted leasing guidance as further described in Note 9. |
Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) . The amendments under this pronouncement change the way all leases with duration of one year or more are treated. Under this guidance, lessees are required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or operating lease liability. On January 1, 2022, the Company adopted the new leasing standard using the modified retrospective transition method applied at the adoption date of the standard. See Note 9 for further details. In December 2019, the FASB issued ASU No. 2019-12 to simplify the accounting in ASC 740, Income Taxes . This standard removes certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. This guidance also clarifies and simplifies other areas of ASC 740. The Company adopted this guidance on January 1, 2022 using the prospective transition method. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) which requires measurement and recognition of expected credit losses for financial assets held. This standard will be effective for the Company beginning in the first quarter of fiscal year 2023, and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures as well as the timing of adoption. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC Topic 606, Revenue from Contracts with Customers , in order to align the recognition of a contract liability with the definition of a performance obligation. This standard will be effective for the Company beginning in the first quarter of fiscal year 2023, and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements and related disclosures as well as the timing of adoption. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
VSL Acquisition [Member] | |
Summary of Preliminary Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the VSL Acquisition Consideration (in thousands): VSL Acquisition Consideration Preliminary Cash consideration at closing $ 1,700 Deferred consideration 252 Total $ 1,952 The preliminary allocation of the VSL Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands):j Preliminary allocation of VSL Acquisition Consideration** Preliminary Accounts receivable, net $ 57 Property, equipment and improvements, net 13 Intangible assets 1,500 Total assets acquired 1,570 Accrued expenses and other current liabilities 32 Total liabilities assumed 32 Identifiable net assets acquired 1,538 Goodwill 414 Total purchase consideration $ 1,952 |
VocaliD [Member] | |
Summary of Preliminary Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the VocaliD Acquisition Consideration (in thousands): VocaliD Acquisition Consideration Preliminary Cash consideration at closing $ 1,609 Deferred consideration 1,785 Net working capital adjustment ( 10 ) Total $ 3,384 The preliminary allocation of the VocaliD Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Preliminary allocation of VocaliD Acquisition Consideration** Preliminary Cash $ 216 Intangible assets 2,700 Total assets acquired 2,916 Accounts payable 6 Accrued expenses and other current liabilities 33 Deferred tax liability 663 Total liabilities assumed 702 Identifiable net assets acquired 2,214 Goodwill 1,170 Total purchase consideration $ 3,384 |
March 2022 Acquisition [Member] | |
Summary of Preliminary Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the March Acquisition Consideration (in thousands): March Acquisition Consideration Preliminary Cash consideration at closing $ 1,500 Equity consideration at closing 1,929 Deferred consideration 2,707 Acquired cash 684 Settlement of pre-existing receivable ( 976 ) Net working capital adjustment 37 Total $ 5,881 The preliminary allocation of the March Acquisition Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Preliminary allocation of March Acquisition Consideration** Preliminary Cash $ 715 Accounts receivable 1,088 Prepaid and other current assets 120 Property and equipment 53 Intangible assets 2,700 Other assets 247 Total assets acquired 4,923 Accounts payable 18 Accrued expenses and other current liabilities 1,788 Operating lease liabilities, non-current 140 Total liabilities assumed 1,946 Identifiable net assets acquired 2,977 Goodwill 2,904 Total purchase consideration $ 5,881 |
Summary of Valuation of Intangible Assets | The valuation of the intangible assets acquired along with their estimated useful lives, is as follows (in thousands): Estimated Estimated Useful Lives (in years) Influencer network $ 1,200 5 Trade name 200 10 Brand relationships 1,300 3 Total intangible assets $ 2,700 |
Pandologic Ltd [Member] | |
Summary of Preliminary Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the Merger Consideration (in thousands): Merger Consideration Amount Cash consideration at closing $ 58,733 Equity consideration at closing 31,500 Contingent earnout 39,512 Net working capital adjustment 5,818 Total $ 135,563 The allocation of the Merger Consideration to tangible and intangible assets acquired and liabilities assumed is based on estimated fair values and is as follows (in thousands): Allocation of Merger Consideration** Amount Cash $ 11,581 Accounts receivable 21,344 Prepaid and other current assets 8,710 Property and equipment 618 Intangible assets 92,000 Other assets 1,653 Total assets acquired 135,906 Accounts payable 13,183 Accrued expenses and other current liabilities 9,443 Deferred tax liability 12,686 Total liabilities assumed 35,312 Identifiable net assets acquired 100,594 Goodwill 34,969 Total purchase consideration $ 135,563 |
Summary of Valuation of Intangible Assets | The valuation of the intangible assets acquired from PandoLogic along with their estimated useful lives, is as follows (in thousands): Estimated Estimated Useful Lives (in years) Customer relationships $ 70,000 5 - 7 Developed technology 20,000 4 Trade name 2,000 5 Total intangible assets $ 92,000 |
Summary of Unaudited Proforma Information | The unaudited pro forma financial information was as follows (in thousands): Three Months Ended Nine Months Ended 2021 2021 Net revenue $ 35,488 $ 92,980 Loss before provision for income taxes ( 10,574 ) ( 60,652 ) Net loss ( 9,886 ) ( 57,165 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss Per Common Share | The following table presents the computation of basic and diluted net loss per share: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator Net loss $ ( 4,886 ) $ ( 11,491 ) $ ( 30,268 ) $ ( 54,773 ) Denominator Weighted-average common shares outstanding 36,202,496 33,342,828 35,924,413 32,767,752 Less: Weighted-average shares subject to repurchase — ( 10,160 ) — ( 14,813 ) Denominator for basic and diluted net loss per share attributable to common stockholders 36,202,496 33,332,668 35,924,413 32,752,939 Basic and diluted net loss per share $ ( 0.13 ) $ ( 0.34 ) $ ( 0.84 ) $ ( 1.67 ) |
Effect of Anti-dilutive Securities | The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Common stock options and restricted stock units 10,635,480 9,533,421 10,484,633 9,917,997 Warrants to purchase common stock 496,612 520,112 496,612 559,361 Common stock issuable in connection with convertible senior notes 5,475,369 — 5,475,369 — 16,607,461 10,053,533 16,456,614 10,477,358 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Investments All Other Investments [Abstract] | |
Schedule of Cash and Cash Equivalents | The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of September 30, 2022, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 195,037 $ — $ 195,037 $ 195,037 Level 1: Money market funds 1,034 — 1,034 1,034 Total $ 196,071 $ — $ 196,071 $ 196,071 As of December 31, 2021, the Company’s cash and cash equivalents balances were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 253,693 $ — $ 253,693 $ 253,693 Level 1: Money market funds 1,029 — 1,029 1,029 Total $ 254,722 $ — $ 254,722 $ 254,722 |
Schedule of Contingent Consideration Liabilities Current and Non-current Balances | As of September 30, 2022, the Company’s contingent consideration liabilities current and non-current balances were as follows: Changes in Amount Paid Reclass from Fair Cost Fair Value To Date Current Value Level 3: Contingent consideration, current $ 18,128 $ ( 11,308 ) $ ( 20,816 ) $ 21,143 7,147 Contingent consideration, non-current 21,384 305 — ( 21,143 ) 546 Total $ 39,512 $ ( 11,003 ) $ ( 20,816 ) $ — $ 7,693 As of December 31, 2021, the Company’s contingent consideration liabilities current and non-current balances were as follows: Changes in Fair Contingent Cost Fair Value Value Consideration Level 3: Contingent consideration, current $ 18,128 $ 1,925 $ 20,053 $ 20,053 Contingent consideration, non-current 21,384 10,149 31,533 31,533 Total $ 39,512 $ 12,074 $ 51,586 $ 51,586 |
Contingent Consideration | |
Investments All Other Investments [Abstract] | |
Summary of Quantitative Information with Respect to Significant Unobservable Inputs | The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the contingent consideration as of September 30, 2022: Contingent Consideration Revenue volatility 15 % Weighted-average cost of capital 38 % Risk-free rate 4.1 % |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill was $ 46,465 as of September 30, 2022 and $ 42,028 as of December 31, 2021. Goodwill Balance at December 31, 2021 $ 42,028 March 2022 acquisition 2,904 VocaliD acquisition 1,170 VSL acquisition 414 Foreign currency translation/other ( 51 ) Balance at September 30, 2022 $ 46,465 |
Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: September 30, December 31, Weighted Gross Accumulated Net Gross Accumulated Net Software and technology 0.0 $ 3,582 $ ( 3,582 ) $ — $ 3,582 $ ( 3,515 ) $ 67 Licensed technology 0.0 500 ( 500 ) — 500 ( 500 ) — Developed technology 2.4 33,800 ( 13,411 ) 20,389 29,600 ( 7,647 ) 21,953 Customer and supplier relationships 5.1 81,800 ( 18,766 ) 63,034 79,300 ( 9,449 ) 69,851 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 683 ) 117 Trade names 4.2 2,300 ( 528 ) 1,772 2,100 ( 216 ) 1,884 Total 4.1 $ 122,782 $ ( 37,587 ) $ 85,195 $ 115,882 $ ( 22,010 ) $ 93,872 |
Summary of Future Amortization of Finite-Lived Intangible Assets | The following table presents future amortization of the Company’s finite-lived intangible assets as of September 30, 2022: 2022 (3 months) $ 5,499 2023 20,477 2024 17,957 2025 15,507 2026 10,574 Thereafter 15,181 Total $ 85,195 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable consisted of the following: As of September 30, December 31, Accounts receivable — Managed Services (1) $ 46,666 $ 21,347 Accounts receivable — Software Products & Services (2) 31,191 59,568 Accounts receivable — Other 8,760 4,926 86,617 85,841 Less: allowance for doubtful accounts ( 666 ) ( 778 ) Accounts receivable, net $ 85,951 $ 85,063 (1) Accounts receivable – Managed Services reflects the amounts due from the Company’s advertising customers. (2) Accounts receivable – Software Products & Services reflects the amounts due from the Company’s PandoLogic customers. |
Summary of Property Equipment and Improvements, Net | Property, equipment and improvements, net consisted of the following: As of September 30, December 31, Property and equipment $ 7,451 $ 4,262 Leasehold improvements 248 167 7,699 4,429 Less: accumulated depreciation ( 3,063 ) ( 2,873 ) Property, equipment and improvements, net $ 4,636 $ 1,556 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of September 30, December 31, Accounts payable — Managed Services (1) $ 15,156 $ 23,613 Accounts payable — Other 16,281 23,098 Total $ 31,437 $ 46,711 (1) Accounts payable – Managed Services reflects the amounts due to media vendors for advertisements placed on behalf of the Company’s advertising clients. |
Summary of Revenue | Revenue for the periods presented were comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Commercial Enterprise $ 36,184 $ 21,697 $ 103,174 $ 57,460 Government & Regulated Entities 1,012 958 2,664 2,696 Total revenue $ 37,196 $ 22,655 $ 105,838 $ 60,156 |
Summary of Presentation of Revenues | The table below illustrates the presentation of our revenues based on the above definitions: Three Months Ended Nine Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services (1) $ 19,800 $ 1,012 $ 20,812 $ 54,694 $ 2,664 $ 57,358 Managed Services Advertising 11,017 — 11,017 32,620 — 32,620 Licensing 5,367 — 5,367 15,860 — 15,860 Total Managed Services 16,384 — 16,384 48,480 — 48,480 Total Revenue $ 36,184 $ 1,012 $ 37,196 $ 103,174 $ 2,664 $ 105,838 (1) Software Products & Services consists of aiWARE revenues of $ 3,839 and $ 16,696 for the three and nine months ended September 30, 2022 , respectively, as well as PandoLogic revenues of $ 16,973 and $ 40,662 for the three and nine months ended September 30, 2022, respectively. Three Months Ended Nine Months Ended Government & Government & Commercial Regulated Commercial Regulated Enterprise Industries Total Enterprise Industries Total Total Software Products & Services (1) $ 8,069 $ 958 $ 9,027 $ 16,596 $ 2,696 $ 19,292 Managed Services Advertising 9,648 — 9,648 29,943 — 29,943 Licensing 3,980 — 3,980 10,921 — 10,921 Total Managed Services 13,628 — 13,628 40,864 — 40,864 Total Revenue $ 21,697 $ 958 $ 22,655 $ 57,460 $ 2,696 $ 60,156 |
Schedule of Other Expense, Net | Other expense, net for the periods presented was comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Interest (expense) income, net $ ( 1,305 ) $ ( 3 ) $ ( 3,670 ) $ 4 Other 56 ( 12 ) 4 ( 41 ) Other expense, net $ ( 1,249 ) $ ( 15 ) $ ( 3,666 ) $ ( 37 ) |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases Commitments And Contingencies [Abstract] | |
Schedule of Cumulative Effects of Changes Made to the Company | The cumulative effects of the changes made to the Company’s January 1, 2022 consolidated balance sheet were as follows: December 31, 2021 Adjustments Due to Adoption of New Leasing Standard January 1, Assets Prepaid expenses and other current assets $ 12,117 $ 71 $ 12,188 Other assets 954 1,983 2,937 Liabilities Other accrued liabilities $ 27,093 $ 1,675 $ 28,768 Other non-current liabilities 13,891 1,057 14,948 Stockholders' Equity Accumulated deficit $ ( 345,037 ) $ ( 678 ) $ ( 345,715 ) |
Summary of Future Minimum Lease Payments | Future undiscounted lease payments for the Company’s operating lease liabilities, a reconciliation of these payments to its operating lease liabilities, and related sublease income at December 31, 2021 are as follows: Years ended December 31, 2022 (three months) $ 696 2023 2,263 2024 1,816 Total future minimum lease payments, including short-term leases 4,775 Less: future minimum lease payments for short-term leases ( 326 ) Less: imputed interest ( 398 ) Present value of future minimum lease payments, excluding short-term leases $ 4,051 Less: current portion of operating lease liabilities ( 2,096 ) Non-current portion of operating lease liabilities 1,955 Years ended December 31, Sublease Income 2022 (three months) $ 293 2023 1,297 2024 1,034 Total sublease income $ 2,624 As previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 under the previous lease accounting standard, future minimum lease payments at December 31, 2021, on an undiscounted basis, were as follows: 2022 $ 2,532 2023 2,091 2024 1,730 Total minimum payments $ 6,353 |
Stock Plans (Tables)
Stock Plans (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Schedule of Stock-based Compensation Expense | The Company’s stock-based compensation expense by type of award and by operating expense grouping are presented below: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Stock-based compensation expense by type of award: Restricted stock units $ 3,509 $ 4,264 $ 9,999 $ 14,014 Stock awards — — 19 Performance-based stock options — — 16,314 Stock options 1,226 791 4,001 2,426 Employee stock purchase plan 367 86 540 337 Common stock issued for services — 131 39 381 Total $ 5,102 $ 5,272 $ 14,579 $ 33,491 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 46 $ — $ 90 $ — Sales and marketing 538 226 1,728 1,358 Research and development 1,532 431 3,783 2,016 General and administrative 2,986 4,615 8,978 30,117 $ 5,102 $ 5,272 $ 14,579 $ 33,491 |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the nine months ended September 30, 2022 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2021 886,461 $ 32.56 Granted 766,935 $ 13.18 Forfeited ( 40,500 ) $ 24.88 Vested ( 511,719 ) $ 37.38 Unvested at September 30, 2022 1,101,177 $ 15.60 |
Schedule of Stock Option Activity | The activity during the nine months ended September 30, 2022 related to all other stock options was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2021 5,508,608 $ 15.10 Granted 630,467 $ 11.50 Exercised ( 49,343 ) $ 5.91 Forfeited ( 190,212 ) $ 19.44 Expired ( 41,776 ) $ 15.45 Outstanding at September 30, 2022 5,857,744 $ 14.69 6.0 $ 1,464 Exercisable at September 30, 2022 4,504,070 $ 14.03 5.1 $ 1,049 |
Employee Stock Purchase Plan [Member] | |
Summary of Fair Value Assumptions of Stock Purchase Plan | The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the three months ended September 30, 2022 are set forth in the table below: Expected term (in years) 0.5 - 2.0 Expected volatility 67 % - 119 % Risk-free interest rate 0.1 % - 3.0 % Expected dividend yield — |
Stock Options [Member] | |
Schedule of Fair Value Assumptions | The following assumptions were used to compute the grant date fair values of the stock options granted during the nine months ended September 30, 2022 : Expected term (in years) 5.5 - 6.1 Expected volatility 82 % - 92 % Risk-free interest rate 1.7 % - 3.5 % Expected dividend yield — |
Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | The activity during the nine months ended September 30, 2022 related to stock options that are subject to performance-based vesting conditions tied to the achievement of stock price goals by the Company was as follows: Weighted-Average Remaining Aggregate Exercise Contractual Intrinsic Options Price Term Value Outstanding at December 31, 2021 3,834,441 $ 11.05 Exercised ( 40,916 ) $ 5.61 Expired ( 14,243 ) $ 5.30 Outstanding at September 30, 2022 3,779,282 $ 11.13 5.8 $ 2 Exercisable at September 30, 2022 3,779,282 $ 11.13 5.8 $ 2 |
Presentation and Summary of S_3
Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 Customer | Sep. 30, 2022 USD ($) Customer | Sep. 30, 2021 USD ($) Customer | Dec. 31, 2021 USD ($) Customer | Dec. 31, 2020 USD ($) | Jan. 01, 2022 USD ($) | |
Significant Accounting Policies [Line Items] | |||||||
Positive (negative) cash flows from operations | $ (24,630) | $ (3,528) | $ 7,234 | $ 1,433 | |||
Net loss | 30,268 | 54,773 | 64,672 | $ 47,876 | |||
Accumulated deficit | $ 375,982 | 375,982 | 345,037 | $ 345,715 | |||
Proceeds from issuances of stock under employee stock plans, net | 1,199 | $ 7,127 | |||||
Tax paid related to net share settlement of equity awards | 9,726 | ||||||
Cash and cash equivalents | 196,071 | 196,071 | $ 254,722 | ||||
Transaction price remaining performance obligations | $ 7,034 | $ 7,034 | |||||
Transaction price remaining performance obligations percentage | 56% | 56% | |||||
Sales Revenue [Member] | Customer Concentration Risk [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of major customers | Customer | 1 | 2 | 1 | 0 | |||
Sales Revenue [Member] | Customer Concentration Risk [Member] | Minimum [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 10% | 10% | 10% | 10% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Commercial Enterprise [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Number of major customers | Customer | 2 | 2 | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Commercial Enterprise [Member] | Minimum [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Concentration risk percentage | 10% | 10% | |||||
Pandologic Ltd [Member] | |||||||
Significant Accounting Policies [Line Items] | |||||||
Earnout payment | $ 14,376 |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Sep. 30, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-10-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 12 months |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Sep. 14, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout | $ 10,825,000 | ||||||
VSL Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 1,952,000 | ||||||
Cash payment | 1,700,000 | ||||||
Deferred consideration | 252,000 | ||||||
VSL Acquisition [Member] | Developed Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Indefinite Lived Intangible Assets | $ 1,500,000 | ||||||
Estimated useful lives | 3 years | ||||||
VSL Acquisition [Member] | General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 272,000 | ||||||
VocaliD [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 3,384,000 | ||||||
Cash payment | 1,609,000 | ||||||
Deferred consideration | 1,785,000 | ||||||
Net working capital adjustment | (10,000) | ||||||
Tax deductible goodwill, acquisition | 0 | ||||||
Deferred tax liability | 663,000 | ||||||
VocaliD [Member] | Developed Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Indefinite Lived Intangible Assets | $ 2,700,000 | ||||||
Estimated useful lives | 3 years | ||||||
VocaliD [Member] | General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 200,000 | ||||||
March 2022 Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 5,881,000 | ||||||
Cash payment | 1,500,000 | ||||||
Deferred consideration | 2,707,000 | ||||||
Net working capital adjustment | 37,000 | ||||||
Tax deductible goodwill, acquisition | 2,842,000 | ||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Indefinite Lived Intangible Assets | 2,700,000 | ||||||
Equity consideration at closing | 1,929,000 | ||||||
Settlement of pre-existing receivable | 976,000 | ||||||
Acquired cash | 684,000 | ||||||
Contingent earnout | 3,015,000 | ||||||
Transaction cost | $ 270,000 | ||||||
March 2022 Acquisition [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 10 years | ||||||
March 2022 Acquisition [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 3 years | ||||||
March 2022 Acquisition [Member] | General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 270,000 | ||||||
Pandologic Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net working capital adjustment | $ 5,818,000 | ||||||
Contingent earnout | 44,900,000 | ||||||
Pandologic Ltd [Member] | Contingent Consideration | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout | 39,512,000 | ||||||
Pandologic Ltd [Member] | General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Acquisition related expenses | $ 2,161,000 | ||||||
Pandologic Ltd [Member] | Recognized in Compensation Expense Within General and Administrative Expense [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout | 5,388,000 | ||||||
Pandologic Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | 135,563,000 | ||||||
Cash payment | 58,733,000 | ||||||
Net working capital adjustment | 5,818,000 | ||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Indefinite Lived Intangible Assets | 92,000,000 | ||||||
Equity consideration at closing | 31,500,000 | ||||||
Deferred tax liability | $ 12,686,000 | 0 | $ 0 | ||||
Deferred tax assets | 0 | 0 | |||||
Goodwill not deductible for tax purposes | 33,111,000 | 33,111,000 | |||||
Deferred tax assets, valuation allowance | $ 0 | $ 0 | |||||
Pandologic Ltd [Member] | Israeli [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Tax rate | 23% | 12% | |||||
Pandologic Ltd [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 7 years | ||||||
Pandologic Ltd [Member] | Minimum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Estimated useful lives | 4 years | ||||||
Pandologic Ltd [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Consideration equity interest issued number of shares | 352,330 | ||||||
Pandologic Ltd [Member] | Developed Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination Recognized Identifiable Assets Acquired And Liabilities Assumed Indefinite Lived Intangible Assets | $ 20,000,000 | ||||||
Estimated useful lives | 4 years | ||||||
Stock Purchase Agreement [Member] | VSL Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, effective date of acquisition | Aug. 11, 2022 | ||||||
Business acquisition, name of acquired entity | VSL | ||||||
Total consideration | $ 1,952,000 | ||||||
Cash payment | 1,700,000 | ||||||
Deferred cash payment | 300,000 | ||||||
Deferred consideration | $ 252,000 | ||||||
Stock Purchase Agreement [Member] | VocaliD [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, effective date of acquisition | Jun. 10, 2022 | ||||||
Business acquisition, percentage of ownership interests acquired | 100% | ||||||
Business acquisition, name of acquired entity | VocaliD | ||||||
Business acquisition, date of acquisition agreement | Jun. 10, 2022 | ||||||
Total consideration | $ 3,384,000 | ||||||
Cash payment | 1,609,000 | ||||||
Deferred cash payment | 2,000,000 | ||||||
Deferred consideration | 1,785,000 | ||||||
Net working capital adjustment | $ (10,000) | ||||||
Securities Purchase Agreement [Member] | March 2022 Acquisition [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, effective date of acquisition | Mar. 01, 2022 | ||||||
Business acquisition, percentage of ownership interests acquired | 100% | ||||||
Business acquisition, date of acquisition agreement | Mar. 01, 2022 | ||||||
Total consideration | $ 5,881,000 | ||||||
Cash payment | 1,500,000 | ||||||
Deferred cash payment | 3,000,000 | ||||||
Deferred consideration | 2,707,000 | ||||||
Net working capital adjustment | 37,000 | ||||||
Settlement of pre-existing receivable | (976,000) | ||||||
Acquired cash | 684,000 | ||||||
Securities Purchase Agreement [Member] | March 2022 Acquisition [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout consideration | 4,500,000 | ||||||
Securities Purchase Agreement [Member] | March 2022 Acquisition [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity consideration at closing | $ 1,929,000 | ||||||
Consideration equity interest issued number of shares | 116,550 | ||||||
Agreement and Plan of Merger [Member] | Pandologic Ltd [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Business acquisition, effective date of acquisition | Sep. 14, 2021 | ||||||
Business acquisition, percentage of ownership interests acquired | 100% | ||||||
Business acquisition, name of acquired entity | PandoLogic | ||||||
Business acquisition, date of acquisition agreement | Jul. 21, 2021 | ||||||
Total consideration | $ 135,563,000 | ||||||
Cash payment | 58,733,000 | ||||||
Agreement and Plan of Merger [Member] | Pandologic Ltd [Member] | Maximum [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Contingent earnout consideration | 65,000,000 | ||||||
Agreement and Plan of Merger [Member] | Pandologic Ltd [Member] | Common Stock [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Equity consideration at closing | $ 31,500,000 | ||||||
Consideration equity interest issued number of shares | 1,704,822 |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Acquisition Consideration (Details) - USD ($) $ in Thousands | Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Sep. 14, 2021 |
VSL Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration at closing | $ 1,700 | |||
Deferred consideration | 252 | |||
Total | $ 1,952 | |||
VocaliD [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration at closing | $ 1,609 | |||
Deferred consideration | 1,785 | |||
Net working capital adjustment | (10) | |||
Total | $ 3,384 | |||
March 2022 Acquisition [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration at closing | $ 1,500 | |||
Equity consideration at closing | 1,929 | |||
Deferred consideration | 2,707 | |||
Acquired cash | 684 | |||
Settlement of pre-existing receivable | (976) | |||
Net working capital adjustment | 37 | |||
Total | $ 5,881 | |||
Pandologic Ltd [Member] | ||||
Business Acquisition [Line Items] | ||||
Cash consideration at closing | $ 58,733 | |||
Equity consideration at closing | 31,500 | |||
Contingent earnout | 39,512 | |||
Net working capital adjustment | 5,818 | |||
Total | $ 135,563 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Allocation of Acquisition Consideration (Details) - USD ($) | Sep. 30, 2022 | Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | Sep. 14, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 46,465,000 | $ 42,028,000 | ||||
VSL Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable, net | $ 57,000 | |||||
Property, equipment and improvements, net | 13,000 | |||||
Intangible assets | 1,500,000 | |||||
Total assets acquired | 1,570,000 | |||||
Accrued expenses and other current liabilities | 32,000 | |||||
Total liabilities assumed | 32,000 | |||||
Identifiable net assets acquired | 1,538,000 | |||||
Goodwill | 414,000 | |||||
Total purchase consideration | $ 1,952,000 | |||||
VocaliD [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 216,000 | |||||
Intangible assets | 2,700,000 | |||||
Total assets acquired | 2,916,000 | |||||
Accounts payable | 6,000 | |||||
Accrued expenses and other current liabilities | 33,000 | |||||
Deferred tax liability | 663,000 | |||||
Total liabilities assumed | 702,000 | |||||
Identifiable net assets acquired | 2,214,000 | |||||
Goodwill | 1,170,000 | |||||
Total purchase consideration | $ 3,384,000 | |||||
March 2022 Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 715,000 | |||||
Accounts receivable, net | 1,088,000 | |||||
Prepaid and other current assets | 120,000 | |||||
Property, equipment and improvements, net | 53,000 | |||||
Intangible assets | 2,700,000 | |||||
Other assets | 247,000 | |||||
Total assets acquired | 4,923,000 | |||||
Accounts payable | 18,000 | |||||
Accrued expenses and other current liabilities | 1,788,000 | |||||
Operating lease liabilities, non-current | 140,000 | |||||
Total liabilities assumed | 1,946,000 | |||||
Identifiable net assets acquired | 2,977,000 | |||||
Goodwill | 2,904,000 | |||||
Total purchase consideration | $ 5,881,000 | |||||
Pandologic Ltd [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash | $ 11,581,000 | |||||
Accounts receivable, net | 21,344,000 | |||||
Prepaid and other current assets | 8,710,000 | |||||
Property, equipment and improvements, net | 618,000 | |||||
Intangible assets | 92,000,000 | |||||
Other assets | 1,653,000 | |||||
Total assets acquired | 135,906,000 | |||||
Accounts payable | 13,183,000 | |||||
Accrued expenses and other current liabilities | 9,443,000 | |||||
Deferred tax liability | $ 0 | 12,686,000 | ||||
Total liabilities assumed | 35,312,000 | |||||
Identifiable net assets acquired | 100,594,000 | |||||
Goodwill | 34,969,000 | |||||
Total purchase consideration | $ 135,563,000 |
Business Combinations - Summa_3
Business Combinations - Summary of Valuation of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Mar. 01, 2022 | Sep. 14, 2021 | Sep. 30, 2022 | |
March 2022 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 2,700 | ||
March 2022 Acquisition [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 3 years | ||
March 2022 Acquisition [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 10 years | ||
Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 92,000 | ||
Pandologic Ltd [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 4 years | ||
Pandologic Ltd [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 7 years | ||
Influencer Network [Member] | March 2022 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 1,200 | ||
Estimated useful lives | 5 years | ||
Customer Relationships [Member] | Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 70,000 | ||
Customer Relationships [Member] | Pandologic Ltd [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 5 years | ||
Customer Relationships [Member] | Pandologic Ltd [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 7 years | ||
Trade Name [Member] | March 2022 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 200 | ||
Estimated useful lives | 10 years | ||
Trade Name [Member] | Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 2,000 | ||
Estimated useful lives | 5 years | ||
Developed Technology [Member] | Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 20,000 | ||
Estimated useful lives | 4 years | ||
Brand Relationships [Member] | March 2022 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 1,300 | ||
Estimated useful lives | 3 years |
Business Combinations - Summa_4
Business Combinations - Summary of Fair Value of Merger Consideration (Details) - Pandologic Ltd [Member] $ in Thousands | Sep. 14, 2021 USD ($) |
Business Acquisition [Line Items] | |
Cash consideration at closing | $ 58,733 |
Equity consideration at closing | 31,500 |
Contingent earnout | 39,512 |
Net working capital adjustment | 5,818 |
Total | $ 135,563 |
Business Combinations - Summa_5
Business Combinations - Summary of Allocation of Merger Consideration (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 14, 2021 |
Business Acquisition [Line Items] | |||
Goodwill | $ 46,465,000 | $ 42,028,000 | |
Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Cash | $ 11,581,000 | ||
Accounts receivable | 21,344,000 | ||
Prepaid and other current assets | 8,710,000 | ||
Property and equipment | 618,000 | ||
Intangible assets | 92,000,000 | ||
Other assets | 1,653,000 | ||
Total assets acquired | 135,906,000 | ||
Accounts payable | 13,183,000 | ||
Accrued expenses and other current liabilities | 9,443,000 | ||
Deferred tax liability | $ 0 | 12,686,000 | |
Total liabilities assumed | 35,312,000 | ||
Identifiable net assets acquired | 100,594,000 | ||
Goodwill | 34,969,000 | ||
Total purchase consideration | $ 135,563,000 |
Business Combinations - Summa_6
Business Combinations - Summary of Unaudited Proforma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Business Combinations [Abstract] | ||
Net revenue | $ 35,488 | $ 92,980 |
Loss before provision for income taxes | (10,574) | (60,652) |
Net loss | $ (9,886) | $ (57,165) |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Nov. 30, 2021 USD ($) Days $ / shares | Sep. 30, 2022 USD ($) $ / Derivative | Sep. 30, 2022 USD ($) $ / Derivative | Nov. 16, 2021 $ / shares | |
Debt Instrument [Line Items] | ||||
Amortization of debt issuance costs | $ 902,000 | |||
Payment for capped call transactions | $ 18,600,000 | |||
Initial cap price | $ / Derivative | 48.55 | 48.55 | ||
Premium over last reported sale price, percentage | 75% | |||
Sale price of common stock | $ / shares | $ 27.74 | |||
Strike price | $ / Derivative | 35.76 | 35.76 | ||
1.75% Convertible Senior Notes Due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 201,300 | |||
Debt instrument, interest rate | 1.75% | 1.75% | 1.75% | |
Additional principal amount | $ 26,250,000 | |||
Debt instrument, frequency of periodic payment | semi-annually | |||
Debt instrument, payment terms | is payable semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2022. | |||
Debt Instrument, maturity date, description | The Convertible Notes will mature on November 15, 2026, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Convertible Notes. | |||
Debt Instrument, maturity date | Nov. 15, 2026 | |||
Number of trading days (whether or not consecutive) | Days | 20 | |||
Number of consecutive trading days | Days | 30 | |||
Percentage of conversion price | 130% | |||
Debt instrument convertible principal amount | $ 1,000,000 | |||
Debt instrument convertible measurement period percentage | 98% | |||
Debt instrument, convertible, Date | May 15, 2026 | |||
Initial conversion rate | 0.0272068 | |||
Initial conversion price | $ / shares | $ 36.76 | |||
Redemption date | Nov. 20, 2024 | |||
Percentage of conversion stock price, Redemption | 130% | |||
Debt instrument, Redeemable, Number of trading days | Days | 20 | |||
Debt instrument, Redeemable, Number of consecutive trading days | Days | 30 | |||
Redemption price, Percentage of principal amount to be redeemed | 100% | |||
Sinking fund | $ 0 | |||
Debt instrument repurchase price due to fundamental change | 100% | |||
Net proceeds from issuance of notes | $ 194,900,000 | |||
Debt issuance costs | $ 6,300,000 | 6,300,000 | ||
Amortization of debt issuance costs | 1,200,000 | 3,500,000 | ||
Interest expense | $ 1,200,000 | $ 3,500,000 | ||
Effective annual interest rate | 2.42% | 2.42% | ||
Convertible debt, if-converted value in excess of principal | $ 0 | |||
Estimated fair value of convertible notes | $ 121,000,000 | $ 121,000,000 |
Net Loss Per Share - Computatio
Net Loss Per Share - Computation of Basic and Diluted Net Loss Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator | ||||
Net loss | $ (4,886) | $ (11,491) | $ (30,268) | $ (54,773) |
Denominator | ||||
Weighted-average common shares outstanding | 36,202,496 | 33,342,828 | 35,924,413 | 32,767,752 |
Less: Weighted-average shares subject to repurchase | (10,160) | (14,813) | ||
Denominator for basic and diluted net loss per share attributable to common stockholders | 36,202,496 | 33,332,668 | 35,924,413 | 32,752,939 |
Basic net loss per share | $ (0.13) | $ (0.34) | $ (0.84) | $ (1.67) |
Diluted net loss per share | $ (0.13) | $ (0.34) | $ (0.84) | $ (1.67) |
Net Loss Per Share - Effect of
Net Loss Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 16,607,461 | 10,053,533 | 16,456,614 | 10,477,358 |
Employee Stock Option and Restricted Stock Units [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 10,635,480 | 9,533,421 | 10,484,633 | 9,917,997 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 496,612 | 520,112 | 496,612 | 559,361 |
Common Stock Issuable in Connection with Convertible Senior Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of Anti-dilutive Securities | 5,475,369 | 5,475,369 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Total Cash and Debt Securities | $ 196,071 | $ 254,722 |
Total Fair Value, Cash and Debt Securities | 196,071 | 254,722 |
Cash and cash equivalents | 196,071 | 254,722 |
Cash [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 195,037 | 253,693 |
Fair Value, Cash | 195,037 | 253,693 |
Level 1 [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 1,034 | 1,029 |
Cash and cash equivalents gross before unrealized losses | 1,034 | 1,029 |
Fair Value, Cash | $ 1,034 | $ 1,029 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | |
Sep. 30, 2022 | Nov. 16, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | ||
Sale of stock price per share | $ 27.74 | |
Other Assets | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Strategic investment | $ 2,750,000 | |
Stock Consideration [Member] | PandoLogic Merger Agreement [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Sale of stock price per share | $ 20.53 | |
Minimum [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Contingent earnout | $ 10,825,000 |
Financial Instruments - Summary
Financial Instruments - Summary of Quantitative Information to Significant Unobservable Inputs (Details) | Sep. 30, 2022 |
Revenue Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Contingent Consideration | 0.15 |
Weighted-average Cost of Capital [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Contingent Consideration | 0.38 |
Risk-free Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | |
Contingent Consideration | 0.041 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Contingent Consideration Liabilities Current and Non-current Balances (Details) - Level 3 [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Contingent Consideration Liabilities [Line Items] | ||
Cost | $ 39,512 | $ 39,512 |
Changes in Fair Value | (11,003) | 12,074 |
Amount Paid To Date | (20,816) | |
Fair Value | 7,693 | 51,586 |
Contingent | 51,586 | |
Contingent Consideration, Current [Member] | ||
Contingent Consideration Liabilities [Line Items] | ||
Cost | 18,128 | 18,128 |
Changes in Fair Value | (11,308) | 1,925 |
Amount Paid To Date | (20,816) | |
Reclass from Non-current to Current | 21,143 | |
Fair Value | 7,147 | 20,053 |
Contingent | 20,053 | |
Contingent Consideration, Noncurrent [Member] | ||
Contingent Consideration Liabilities [Line Items] | ||
Cost | 21,384 | 21,384 |
Changes in Fair Value | 305 | 10,149 |
Reclass from Non-current to Current | (21,143) | |
Fair Value | $ 546 | 31,533 |
Contingent | $ 31,533 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Carrying amount of goodwill | $ 46,465 | $ 42,028 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Beginning balance | $ 42,028 |
Foreign currency translation/other | (51) |
Ending balance | 46,465 |
March 2022 Acquisition [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition | 2,904 |
VocaliD [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition | 1,170 |
VSL [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition | $ 414 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 4 years 1 month 6 days | |
Gross Carrying Amount | $ 122,782 | $ 115,882 |
Accumulated Amortization | (37,587) | (22,010) |
Net Carrying Amount | $ 85,195 | 93,872 |
Software and Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 3,582 | 3,582 |
Accumulated Amortization | $ (3,582) | (3,515) |
Net Carrying Amount | 67 | |
Licensed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 500 | 500 |
Accumulated Amortization | $ (500) | (500) |
Developed Technology [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 2 years 4 months 24 days | |
Gross Carrying Amount | $ 33,800 | 29,600 |
Accumulated Amortization | (13,411) | (7,647) |
Net Carrying Amount | $ 20,389 | 21,953 |
Customer and Supplier Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 5 years 1 month 6 days | |
Gross Carrying Amount | $ 81,800 | 79,300 |
Accumulated Amortization | (18,766) | (9,449) |
Net Carrying Amount | $ 63,034 | 69,851 |
Noncompete Agreements [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 0 years | |
Gross Carrying Amount | $ 800 | 800 |
Accumulated Amortization | $ (800) | (683) |
Net Carrying Amount | 117 | |
Trade Name [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 4 years 2 months 12 days | |
Gross Carrying Amount | $ 2,300 | 2,100 |
Accumulated Amortization | (528) | (216) |
Net Carrying Amount | $ 1,772 | $ 1,884 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets, Net - Summary of Future Amortization of Finite-Lived Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Finite Lived Intangible Assets Future Amortization Expense [Abstract] | ||
2022 (6 months) | $ 5,499 | |
2023 | 20,477 | |
2024 | 17,957 | |
2025 | 15,507 | |
2026 | 10,574 | |
Thereafter | 15,181 | |
Net Carrying Amount | $ 85,195 | $ 93,872 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Aug. 16, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | ||||||
Cash and cash equivalents | $ 196,071 | $ 196,071 | $ 254,722 | |||
Depreciation Expense | 320 | $ 95 | 764 | $ 349 | ||
Property and equipment | 7,451 | 7,451 | 4,262 | |||
Property and equipment, work in progress not yet placed in service | $ 1,918 | $ 1,918 | ||||
Effective tax rate | 0.50% | 3.60% | 4.50% | 0.90% | ||
Corporate alternative minimum tax | 15% | |||||
Excise tax on net share repurchases | 1% | |||||
Advertising Customers [Member] | ||||||
Condensed Financial Statements, Captions [Line Items] | ||||||
Cash received | $ 59,476 | $ 59,476 | $ 66,401 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts receivable, gross | $ 86,617 | $ 85,841 |
Less: allowance for doubtful accounts | (666) | (778) |
Accounts receivable, net | 85,951 | 85,063 |
Managed Services [Member] | ||
Accounts receivable, gross | 46,666 | 21,347 |
Software Products & Services [Member] | ||
Accounts receivable, gross | 31,191 | 59,568 |
Other [Member] | ||
Accounts receivable, gross | $ 8,760 | $ 4,926 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Abstract] | ||
Property and equipment | $ 7,451 | $ 4,262 |
Leasehold improvements | 248 | 167 |
Property, equipment and improvements, gross | 7,699 | 4,429 |
Less: accumulated depreciation | (3,063) | (2,873) |
Property, equipment and improvements, net | $ 4,636 | $ 1,556 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Accounts payable — Managed Services | $ 15,156 | $ 23,613 |
Accounts payable — Other | 16,281 | 23,098 |
Total | $ 31,437 | $ 46,711 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 37,196 | $ 22,655 | $ 105,838 | $ 60,156 |
Commercial Enterprise [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | 36,184 | 21,697 | 103,174 | 57,460 |
Government and Regulated Entities [Member] | ||||
Segment Reporting Revenue Reconciling Item [Line Items] | ||||
Total revenue | $ 1,012 | $ 958 | $ 2,664 | $ 2,696 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 37,196 | $ 22,655 | $ 105,838 | $ 60,156 |
Government and Regulated Industries [Member] | ||||
Revenue | 1,012 | 958 | 2,664 | 2,696 |
Commercial Enterprise [Member] | ||||
Revenue | 36,184 | 21,697 | 103,174 | 57,460 |
Software Products & Services [Member] | ||||
Revenue | 20,812 | 9,027 | 57,358 | 19,292 |
Software Products & Services [Member] | Government and Regulated Industries [Member] | ||||
Revenue | 1,012 | 958 | 2,664 | 2,696 |
Software Products & Services [Member] | Commercial Enterprise [Member] | ||||
Revenue | 19,800 | 8,069 | 54,694 | 16,596 |
Advertising [Member] | ||||
Revenue | 11,017 | 9,648 | 32,620 | 29,943 |
Advertising [Member] | Commercial Enterprise [Member] | ||||
Revenue | 11,017 | 9,648 | 32,620 | 29,943 |
Licensing [Member] | ||||
Revenue | 5,367 | 3,980 | 15,860 | 10,921 |
Licensing [Member] | Commercial Enterprise [Member] | ||||
Revenue | 5,367 | 3,980 | 15,860 | 10,921 |
Total Managed Services [Member] | ||||
Revenue | 16,384 | 13,628 | 48,480 | 40,864 |
Total Managed Services [Member] | Commercial Enterprise [Member] | ||||
Revenue | $ 16,384 | $ 13,628 | $ 48,480 | $ 40,864 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue | $ 37,196 | $ 22,655 | $ 105,838 | $ 60,156 |
Software Products or Services Consists of aiWARE Revenues [Member] | ||||
Revenue | 3,839 | 4,716 | 16,696 | 14,981 |
Software Products & Services [Member] | ||||
Revenue | 20,812 | 9,027 | 57,358 | 19,292 |
Pandologic Ltd [Member] | Software Products & Services [Member] | ||||
Revenue | $ 16,973 | $ 4,311 | $ 40,662 | $ 4,311 |
Consolidated Financial State_10
Consolidated Financial Statements Details - Schedule of Other Expense, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income And Expenses [Abstract] | ||||
Interest (expense) income, net | $ (1,305) | $ (3) | $ (3,670) | $ 4 |
Other | 56 | (12) | 4 | (41) |
Other expense, net | $ (1,249) | $ (15) | $ (3,666) | $ (37) |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies - Schedule of Cumulative Effects of Changes Made to the Company (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
ASSETS | |||
Prepaid expenses and other current assets | $ 16,963 | $ 12,188 | $ 12,117 |
Other assets | 9,868 | 2,937 | 954 |
Liabilities | |||
Other accrued liabilities | 25,835 | 28,768 | 27,093 |
Other non-current liabilities | 16,680 | 14,948 | 13,891 |
Stockholders' equity | |||
Accumulated deficit | $ (375,982) | (345,715) | $ (345,037) |
Adjustments Due to Adoption of New Leasing Standard [Member] | |||
ASSETS | |||
Prepaid expenses and other current assets | 71 | ||
Other assets | 1,983 | ||
Liabilities | |||
Other accrued liabilities | 1,675 | ||
Other non-current liabilities | 1,057 | ||
Stockholders' equity | |||
Accumulated deficit | $ (678) |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Feb. 28, 2021 ft² | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | ||||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other Assets Noncurrent | Other Assets Noncurrent | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities Current | Other Accrued Liabilities Current | ||||
Non-current portion of operating lease liabilities | $ 1,955 | $ 1,955 | ||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities Noncurrent | Other Liabilities Noncurrent | ||||
Operating lease, cash payments | $ 688 | $ 2,009 | ||||
Operating lease, weighted average remaining lease term | 2 years 2 months 12 days | 2 years 2 months 12 days | ||||
Operating lease, weighted average discount rate | 7.80% | 7.80% | ||||
Loss on disposal of property and equipment and leasehold improvements | $ (1,894) | |||||
Loss on sublease | 1,211 | |||||
Rent expense | $ 4,668 | |||||
Sublease income | $ 277 | $ 831 | ||||
Minimum sublease rental income to be received in the future under noncancelable subleases | $ 3,402 | |||||
March 2022 Acquisition [Member] | ||||||
Other Commitments [Line Items] | ||||||
Purchase consideration payment within ten days of first anniversary of acquisition | 1,500 | 1,500 | ||||
Purchase consideration payment within ten days of second anniversary of acquisition | 1,500 | 1,500 | ||||
VocaliD [Member] | ||||||
Other Commitments [Line Items] | ||||||
Purchase consideration payments on first anniversary of acquisition | 1,000 | 1,000 | ||||
Purchase consideration payments on 18-month anniversary of acquisition | 1,000 | 1,000 | ||||
VSL Acquisition [Member] | ||||||
Other Commitments [Line Items] | ||||||
Purchase consideration payments on 18-month anniversary of acquisition | 300 | 300 | ||||
Office Sublease [Member] | ||||||
Other Commitments [Line Items] | ||||||
Area of Office Space Subleased | ft² | 37,875 | |||||
Lease Expiration Date | Dec. 31, 2024 | |||||
Sublease charges | 3,367 | |||||
Loss on disposal of property and equipment and leasehold improvements | (1,894) | |||||
Loss on sublease | 1,211 | |||||
Initial direct costs | 262 | |||||
Rent expense | $ 620 | $ 428 | $ 1,882 | $ 4,672 | ||
Minimum [Member] | ||||||
Other Commitments [Line Items] | ||||||
Operating lease, remaining lease term | 1 year | 1 year | ||||
Operating lease, renewal term | 1 year | 1 year | ||||
Operating lease right-of-use assets | $ 2,013 | $ 2,013 | ||||
Current portion of operating lease liabilities | $ 2,096 | $ 2,096 | ||||
Maximum [Member] | ||||||
Other Commitments [Line Items] | ||||||
Operating lease, remaining lease term | 5 years | 5 years | ||||
Operating lease, renewal term | 5 years | 5 years |
Leases, Commitments and Conti_5
Leases, Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Other Commitments [Line Items] | ||
Non-current portion of operating lease liabilities | $ 1,955 | |
Building Lease Agreement [Member] | ||
Other Commitments [Line Items] | ||
2022 (three months) | $ 696 | |
2023 | 2,263 | |
2024 | 1,816 | |
Total future minimum lease payments, including short-term leases | 4,775 | |
Less: future minimum lease payments for short-term leases | (326) | |
Less: imputed interest | (398) | |
Present value of future minimum lease payments, excluding short-term leases | 4,051 | |
Less: current portion of operating lease liabilities | (2,096) | |
Non-current portion of operating lease liabilities | 1,955 | |
2022 (three months) | 293 | |
2023 | 1,297 | |
2024 | 1,034 | |
Total sublease income | $ 2,624 |
Commitments and Contingencies -
Commitments and Contingencies - Summary of Future Minimum Lease Payments Under Previous Lease Accounting Standard (Detail) - Building Lease Agreement [Member] $ in Thousands | Dec. 31, 2021 USD ($) |
Other Commitments [Line Items] | |
2022 | $ 2,532 |
2023 | 2,091 |
2024 | 1,730 |
Total minimum payments | $ 6,353 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Class of Stock [Line Items] | ||
Exercise of warrants | $ 2,279 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Exercise of warrants | $ 2,279 | |
Exercise of warrants issued, shares for cash consideration | 252,218 | |
Aggregate exercise of warrants issued, shares | 84,723 | |
Issued warrants to purchase shares upon exercises | 91,833 | |
Shares issued to outside service provider, shares | 15,828 | |
Common Stock [Member] | March 2022 Acquisition [Member] | ||
Class of Stock [Line Items] | ||
Business acquisition, shares issued or issuable | 116,550 | |
Common Stock [Member] | Pandologic Ltd [Member] | ||
Class of Stock [Line Items] | ||
Business acquisition, shares issued or issuable | 352,330 | |
Common Stock and Employee Stock Purchase Plan [Member] | ||
Class of Stock [Line Items] | ||
Shares issued in connection with stock option exercise | 1,378,922 | 1,084,941 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Stock Purchase Plan [Member] | ||
Class of Stock [Line Items] | ||
Common stock were purchased under ESPP | 130,538 | |
Accrued employee contributions | $ 250,000 | |
Timebased Stock Option [Member] | ||
Class of Stock [Line Items] | ||
Options granted | 291,850 | |
Restricted Stock Units [Member] | ||
Class of Stock [Line Items] | ||
Unrecognized cost of share-based compensation awards | $ 12,339,000 | |
Cost of share-based compensation awards, recognition period | 1 year 10 months 17 days | |
Performance-based Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Total grant date fair value of stock options granted | $ 0 | $ 0 |
Total grant date fair value of stock options vested | 0 | |
Unrecognized compensation expense related to stock options | 16,268,000 | |
Aggregate intrinsic value of the options exercised | $ 275,000 | 7,665,000 |
Stock Options [Member] | ||
Class of Stock [Line Items] | ||
Options granted | 630,467 | |
Cost of share-based compensation awards, recognition period | 10 months 24 days | |
Total grant date fair value of stock options vested | $ 4,204,000 | 1,797,000 |
Unrecognized compensation expense related to stock options | 14,423,000 | |
Aggregate intrinsic value of the options exercised | $ 274,000 | $ 9,521,000 |
Weighted Average Grant Date Fair Value, Granted | $ 8.59 | $ 19.95 |
Stock Plans - Schedule of Fair
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility, minimum | 82% |
Expected volatility, maximum | 92% |
Risk-free interest rate, minimum | 1.70% |
Risk-free interest rate, maximum | 3.50% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 5 years 6 months |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 years 1 month 6 days |
Stock Plans - Summary of Fair V
Stock Plans - Summary of Fair Value Assumptions of Stock Purchase Plan (Detail) - Employee Stock Purchase Plan [Member] | 3 Months Ended |
Sep. 30, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected volatility, minimum | 67% |
Expected volatility, maximum | 119% |
Risk-free interest rate, minimum | 0.10% |
Risk-free interest rate, maximum | 3% |
Minimum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 6 months |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Expected term (in years) | 2 years |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,102 | $ 5,272 | $ 14,579 | $ 33,491 |
Cost of Revenue [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 46 | 90 | ||
Sales and Marketing [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 538 | 226 | 1,728 | 1,358 |
Research and Development [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,532 | 431 | 3,783 | 2,016 |
General and Administrative [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 2,986 | 4,615 | 8,978 | 30,117 |
Restricted Stock Units [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 3,509 | 4,264 | 9,999 | 14,014 |
Stock Awards [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 19 | |||
Performance-based Stock Options [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 16,314 | |||
Stock Options [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 1,226 | 791 | 4,001 | 2,426 |
Common Stock Issued for Services [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 131 | 39 | 381 | |
Employee Stock Purchase Plan [Member] | ||||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 367 | $ 86 | $ 540 | $ 337 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 886,461 |
Shares, Granted | shares | 766,935 |
Shares, Forfeited | shares | (40,500) |
Shares, Vested | shares | (511,719) |
Shares, Unvested, Ending Balance | shares | 1,101,177 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 32.56 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 13.18 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 24.88 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 37.38 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 15.60 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance-Based Stock Options Activity (Detail) - Performance-based Stock Options [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 3,834,441 |
Options Exercised | shares | (40,916) |
Options Expired | shares | (14,243) |
Options, Outstanding, Ending Balance | shares | 3,779,282 |
Options Exercisable at September 30, 2022 | shares | 3,779,282 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 11.05 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 5.61 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 5.30 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 11.13 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 11.13 |
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 9 months 18 days |
Weighted-Average Remaining Exercisable | 5 years 9 months 18 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 2 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 2 |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Option Activity (Detail) - Stock Options [Member] $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options, Outstanding, Beginning Balance | shares | 5,508,608 |
Options Granted | shares | 630,467 |
Options Exercised | shares | (49,343) |
Options Forfeited | shares | (190,212) |
Options Expired | shares | (41,776) |
Options, Outstanding, Ending Balance | shares | 5,857,744 |
Options Exercisable at June 30, 2022 | shares | 4,504,070 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 15.10 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 11.50 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 5.91 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 19.44 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 15.45 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 14.69 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 14.03 |
Weighted-Average Remaining Contractual Term, Outstanding | 6 years |
Weighted-Average Remaining Exercisable | 5 years 1 month 6 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 1,464 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 1,049 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Sep. 30, 2022 | Sep. 30, 2021 |
Related Party Transactions [Abstract] | ||
Due to related party transactions | $ 0 | $ 0 |