Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 10, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VERI | ||
Entity Registrant Name | Veritone, Inc. | ||
Entity Central Index Key | 0001615165 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 36,557,652 | ||
Entity Public Float | $ 203.8 | ||
Entity File Number | 001-38093 | ||
Entity Tax Identification Number | 47-1161641 | ||
Entity Address, Address Line One | 2420 17th St. | ||
Entity Address, Address Line Two | Office 3002 | ||
Entity Address, City or Town | Denver | ||
Entity Address, State or Province | CO | ||
Entity Address, Postal Zip Code | 80202 | ||
City Area Code | 888 | ||
Local Phone Number | 507-1737 | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Security Exchange Name | NASDAQ | ||
Title of 12(b) Security | Common Stock, Par Value $0.001 per share | ||
Auditor Firm ID | 248 | ||
Auditor Name | GRANT THORNTON LLP | ||
Auditor Location | Newport Beach, California | ||
Documents Incorporated by Reference | The information that is required to be included in Part III of this Annual Report on Form 10-K is incorporated by reference to the definitive proxy statement to be filed by the registrant within 120 days of December 31, 2022 . Only those portions of the definitive proxy statement that are specifically incorporated by reference herein shall constitute a part of this Annual Report on Form 10-K |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 184,423 | $ 254,722 |
Accounts receivable, net | 56,001 | 85,063 |
Expenditures billable to clients | 22,339 | 27,180 |
Prepaid expenses and other current assets | 15,242 | 12,117 |
Total current assets | 278,005 | 379,082 |
Property, equipment and improvements, net | 5,291 | 1,556 |
Intangible assets, net | 79,664 | 93,872 |
Goodwill | 46,498 | 42,028 |
Long-term restricted cash | 859 | 855 |
Other assets | 14,435 | 954 |
Total assets | 424,752 | 518,347 |
LIABILITIES AND STOCKHOLDERS' EQUITY | ||
Accounts payable | 36,738 | 46,711 |
Accrued media payments | 102,064 | 86,923 |
Client advances | 19,042 | 10,561 |
Contingent consideration, current | 8,067 | 20,053 |
Other accrued liabilities | 27,412 | 27,093 |
Total current liabilities | 193,323 | 191,341 |
Convertible senior notes, non-current | 137,767 | 195,082 |
Contingent consideration, non-current | 31,533 | |
Other non-current liabilities | 13,811 | 13,891 |
Total liabilities | 344,901 | 431,847 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity | ||
Common stock, par value $0.001 per share; 75,000,000 shares authorized; 36,321,222 and 34,972,256 shares issued and outstanding at December 31, 2022 and December 31, 2021, respectively | 36 | 35 |
Additional paid-in capital | 451,162 | 431,606 |
Accumulated deficit | (371,271) | (345,037) |
Accumulated other comprehensive income (loss) | (76) | (104) |
Total stockholders' equity | 79,851 | 86,500 |
Total liabilities and stockholders' equity | $ 424,752 | $ 518,347 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 36,321,222 | 34,972,256 |
Common stock, shares outstanding | 36,321,222 | 34,972,256 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue | $ 149,728 | $ 115,305 |
Operating expenses: | ||
Cost of revenue | 27,432 | 22,129 |
Sales and marketing | 51,345 | 28,935 |
Research and development | 43,589 | 25,075 |
General and administrative | 44,177 | 91,667 |
Amortization | 21,180 | 8,872 |
Total operating expenses | 187,723 | 176,678 |
Loss from operations | (37,995) | (61,373) |
Other income (expense), net | 14,747 | (600) |
Loss before provision for income taxes | (23,248) | (61,973) |
Provision for income taxes | 2,309 | 2,699 |
Net loss | $ (25,557) | $ (64,672) |
Net loss per share: | ||
Net loss per share, basic | $ (0.71) | $ (1.94) |
Net loss per share, diluted | $ (0.71) | $ (1.94) |
Weighted average shares outstanding: | ||
Weighted average shares outstanding, basic and diluted | 36,033,560 | 33,298,382 |
Comprehensive loss: | ||
Net loss | $ (25,557) | $ (64,672) |
Foreign currency translation gain (loss), net of income taxes | 28 | (170) |
Total comprehensive loss | $ (25,529) | $ (64,842) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Cumulative Effect, Period of Adoption, Adjustment [Member] | Accumulated Other Comprehensive Income (Loss) [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 | 7,903 | $ 1 | 7,902 | ||||
Common stock issued under employee stock plans, net, shares | 1,176,984 | ||||||
Common stock issued for acquisitions | 31,501 | $ 2 | 31,499 | ||||
Common stock issued for acquisitions, shares | 1,704,822 | ||||||
Common stock issued for services | 369 | 369 | |||||
Common stock issued for services, shares | 15,828 | ||||||
Stock-based compensation | 39,696 | 39,696 | |||||
Exercise of warrants | 2,279 | $ 2,279 | 2,279 | ||||
Exercise of warrants, shares | 275,268 | ||||||
Purchases of capped calls related to convertible notes | (18,616) | (18,616) | |||||
Net loss | (64,672) | (64,672) | |||||
Other comprehensive loss | (170) | (170) | |||||
Ending Balance at Dec. 31, 2021 | 86,500 | $ (677) | $ 35 | 431,606 | (345,037) | $ (677) | (104) |
Ending balance, shares at Dec. 31, 2021 | 34,972,256 | ||||||
Common stock issued under employee stock plans, net | 1,305 | $ 1 | 1,304 | ||||
Common stock issued under employee stock plans, net, shares | 1,382,091 | ||||||
Common stock withheld for employee taxes | $ (9,766) | (9,766) | |||||
Common stock withheld for employee taxes, shares | (502,005) | (502,005) | |||||
Common stock issued for acquisitions | $ 1,929 | 1,929 | |||||
Common stock issued for acquisitions, shares | 116,550 | ||||||
Common stock issued as part of contingent consideration | 6,440 | 6,440 | |||||
Common stock issued as part of contingent consideration, shares | 352,330 | ||||||
Stock-based compensation | 19,373 | 19,373 | |||||
Unwinding of capped calls related to convertible notes repurchase | 276 | 276 | |||||
Net loss | (25,557) | (25,557) | |||||
Other comprehensive loss | 28 | 28 | |||||
Ending Balance at Dec. 31, 2022 | $ 79,851 | $ 36 | $ 451,162 | $ (371,271) | $ (76) | ||
Ending balance, shares at Dec. 31, 2022 | 36,321,222 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (25,557) | $ (64,672) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 22,493 | 9,410 |
Loss on disposal of fixed assets | 1,894 | |
Provision for doubtful accounts | 549 | 172 |
Loss on sublease | 1,211 | |
Stock-based compensation expense | 19,115 | 40,065 |
Change in fair value of contingent consideration | (22,721) | 12,074 |
Change in deferred taxes | (1,562) | (45) |
Amortization of debt issuance costs | 1,191 | |
Amortization of right-of-use assets | 1,053 | |
Gain on debt extinguishment | (19,097) | |
Changes in assets and liabilities: | ||
Accounts receivable | 29,658 | (47,225) |
Expenditures billable to clients | 4,841 | (8,815) |
Prepaid expenses and other assets | (2,938) | 3,368 |
Other assets | (9,558) | (241) |
Accounts payable | (9,997) | 17,896 |
Accrued media payments | 14,507 | 31,049 |
Client advances | 8,481 | 4,065 |
Other accrued liabilities | (1,600) | 8,184 |
Other liabilities | (5,121) | (1,156) |
Net cash provided by operating activities | 3,737 | 7,234 |
Cash flows from investing activities: | ||
Minority investment | (2,750) | |
Capital expenditures | (4,765) | (1,016) |
Acquisitions, net of cash acquired | (4,589) | (52,827) |
Net cash used in investing activities | (12,104) | (53,843) |
Cash flows from financing activities: | ||
Proceeds from issuance of convertible senior notes | 201,250 | |
Payment of debt issuance costs | (6,304) | |
Purchases of capped calls related to convertible senior notes | (18,616) | |
Repurchase of convertible senior notes | (39,029) | |
Payment of debt repurchase costs | (380) | |
Unwinding of Capped Calls Related to Debt Repurchase | 276 | |
Payment of contingent considerations | (14,376) | |
Taxes paid related to net share settlement of equity awards | (9,766) | |
Proceeds from the exercise of warrants | 2,279 | |
Proceeds from issuances of stock under employee stock plans, net | 1,347 | 7,905 |
Net cash (used in) provided by financing activities | (61,928) | 186,514 |
Net (decrease) increase in cash and cash equivalents and restricted cash | (70,295) | 139,905 |
Cash and cash equivalents and restricted cash, beginning of period | 255,577 | 115,672 |
Cash and cash equivalents and restricted cash, end of period | 185,282 | 255,577 |
Cash paid during the period for: | ||
Taxes paid | 1,869 | 129 |
Interest paid | 3,502 | |
Non-cash investing and financing activities: | ||
Shares issued for acquisition of businesses and earn-out consideration | 8,369 | 31,499 |
Stock-based compensation capitalized for software development | 258 | $ 7 |
Lease liabilities arising from right-of-use assets | $ 4,501 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Description of Business | NOTE 1. DESCRIPTION OF BUSINESS Veritone, Inc., a Delaware corporation (together with its 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 | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Presentation and Summary of Significant Accounting Policies | NOTE 2. PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. 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 following tables reflect the impact of the adjustments to the specific line items presented in the Company’s previously reported consolidated financial statements as of and for the year-ended December 31, 2021 (in thousands, except per share amounts): Consolidated Balance Sheet As of December 31, 2021 As Reported Adjustment As Adjusted Intangible assets, net $ 88,247 $ 5,625 $ 93,872 Goodwill 34,058 7,970 42,028 Total assets 504,752 13,595 518,347 Contingent consideration, current 19,988 65 20,053 Total current liabilities 191,276 65 191,341 Contingent consideration, non-current 24,737 6,796 31,533 Other non-current liabilities 13,078 813 13,891 Total liabilities 424,173 7,674 431,847 Accumulated deficit ( 350,958 ) 5,921 ( 345,037 ) Total stockholders' equity 80,579 5,921 86,500 Total liabilities and stockholders' equity 504,752 13,595 518,347 Consolidated Statement of Operations and Comprehensive Loss Year Ended December 31, 2021 As Reported Adjustment As Adjusted General and administrative $ 97,918 $ ( 6,251 ) $ 91,667 Amortization 8,497 375 8,872 Total operating expenses 182,554 ( 5,876 ) 176,678 Loss from operations ( 67,249 ) 5,876 ( 61,373 ) Loss before provision for income taxes ( 67,849 ) 5,876 ( 61,973 ) Provision for income taxes 2,744 ( 45 ) 2,699 Net loss ( 70,593 ) 5,921 ( 64,672 ) Basic and diluted net loss per share ( 2.12 ) 0.18 ( 1.94 ) Total comprehensive loss ( 70,763 ) 5,921 ( 64,842 ) Consolidated Statement of Stockholders’ Equity Accumulated Deficit As Reported Adjustment As Adjusted Net loss $ ( 70,593 ) $ 5,921 $ ( 64,672 ) Balance as of December 31, 2021 ( 350,958 ) 5,921 ( 345,037 ) Total Stockholders' Equity Net loss ( 70,593 ) 5,921 ( 64,672 ) Balance as of December 31, 2021 80,579 5,921 86,500 Consolidated Statement of Cash Flows Year Ended December 31, 2021 As Reported Adjustment As Adjusted Cash flows from operating activities: Net loss $ ( 70,593 ) $ 5,921 $ ( 64,672 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,035 375 9,410 Change in fair value of contingent consideration 18,325 ( 6,251 ) 12,074 Change in deferred taxes — ( 45 ) ( 45 ) There was no impact on cash flows from investing or financing activities. The accompanying applicable Notes to the Consolidated Financial Statements have been updated to reflect the revision for the year ended December 31, 2021. Liquidity and Capital Resources During 2022 and 2021, the Company generated cash flows from operations of $ 3,737 and $ 7,234 , respectively, and incurred net losses of $ 25,557 and $ 64,672 , respectively. Also, the Company had an accumulated deficit of $ 371,271 as of December 31, 2022. Historically, the Company has satisfied its capital needs with the net proceeds from its sales of equity securities, its issuance of convertible debt, and the exercises of common stock options and warrants. Management believes that the Company’s existing balances of cash and cash equivalents, which totaled $ 184,423 as of December 31, 2022 , will be sufficient to meet its anticipated cash requirements for the foreseeable future. Use of Accounting Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for doubtful accounts, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, the valuation of non-cash consideration received in barter transactions and evaluation of realizability, the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Annual Report on Form 10-K. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. Business Combinations The results of a business acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values as of the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Accounts Receivable and Expenditures Billable to Clients Accounts receivable consist primarily of amounts due from the Company’s clients and customers under normal trade terms. Allowances for uncollectible accounts are recorded based upon a number of factors that are reviewed by the Company on an ongoing basis, including historical amounts that have been written off, an evaluation of current economic conditions, and an assessment of customer creditworthiness. Judgment is required in assessing the ultimate realization of accounts receivable. The amounts due from clients based on costs incurred or fees earned that have not yet been billed to advertising clients are reflected as expenditures billable to clients in the accompanying consolidated balance sheets. Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: • Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market. The Company’s stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants are recorded within equity in the Company’s consolidated balance sheets as of December 31, 2022 and 2021. The warrants have been recorded at their fair values using a probability weighted expected return model or Black-Scholes-Merton option pricing model. These models incorporate contractual terms and assumptions regarding expected term, risk-free rates and volatility. The value of the Company’s stock warrants would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. The Company’s contingent consideration is categorized as Level 3 within the fair value hierarchy. Contingent consideration is recorded within contingent consideration, current and contingent consideration, non-current in the Company’s consolidated balance sheets as of December 31, 2022 and 2021. The contingent consideration for PandoLogic has been recorded at its fair values using a Monte Carlo simulation option pricing framework. These models incorporate contractual terms and assumptions regarding financial forecasts for PandoLogic, discount rates, and volatility of forecasted revenue. The value of the PandoLogic contingent consideration would increase if a lower discount rate was used and would increase if a higher discount rate was used. Similarly, a higher revenue volatility assumption would increase the value of the PandoLogic contingent consideration, and a lower revenue volatility assumption would decrease the value of the PandoLogic contingent consideration. The contingent consideration for the March 2022 Acquisition has been recorded at its fair values using was the expected (probability-weighted) payment based on the likelihood of achieving the financial performance targets. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. The Company’s strategic minority investment is categorized as Level 3 within the fair value hierarchy. This investment is recorded at cost within other assets in the Company’s consolidated balance sheets as of December 31, 2022. 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. The Company’s other financial instruments consist primarily of cash, accounts receivable and accounts payable. The Company has determined that the carrying values of these financial instruments approximate fair value for the periods presented due to their short-term nature and the relatively stable current interest rate environment. Long-Term Restricted Cash Long-term restricted cash consists primarily of collateral required as security for the Company’s corporate credit cards. Property, Equipment and Improvements Property, equipment and improvements are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred. Major improvements enhancing the function and/or useful life of the related assets are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives (or lease term, if shorter) of the related assets. At the time of retirement or disposition of these assets, the cost and accumulated depreciation or amortization are removed from the accounts and any related gains or losses are recorded in the Company’s statements of operations and comprehensive loss. The useful lives of property, equipment and improvements are as follows: • Property and equipment (includes capitalized internal use software development costs) — 3 years • Leasehold improvements — 5 years or the remaining lease term, whichever is shorter The Company assesses the recoverability of property, equipment and improvements whenever events or changes in circumstances indicate that their carrying value may not be recoverable. No property, equipment and improvements were impaired in the periods presented. Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets include acquired developed technology, licensed technology, customer relationships, noncompete covenants, and trademarks and tradenames. Intangible assets are amortized on a straight-line basis over the applicable amortization period as set forth below. The amortization periods for intangible assets are as follows: • Developed technology — 3 to 5 years • Customer and supplier relationships — 5 to 7 years • Noncompete agreements — 3 to 4 years • Trademarks and trade names — 2 to 10 years • Licensed technology — lesser of the term of the agreement, or the estimated useful life Intangible asset amortization expense is recorded in amortization on the consolidated statements of operations and comprehensive loss. Impairment of Goodwill and Long-Lived Assets Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. The Company’s annual impairment test is performed during the second quarter. In assessing goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that the fair value of a reporting unit is less than its carrying amount. The Company’s qualitative assessment of the recoverability of goodwill considers various macro-economic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of such reporting unit is less than its carrying amount, then a quantitative analysis is unnecessary. However, if the Company concludes otherwise, or if it elects to bypass the qualitative analysis, then it is required to perform a quantitative analysis that compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, a goodwill impairment loss is recognized for the lesser of: (a) the amount that the carrying amount of a reporting unit exceeds its fair value; or (b) the amount of the goodwill allocated to that reporting unit. The Company reviews long-lived assets to be held and used, other than goodwill, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared with the asset’s carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value. No impairment of goodwill or long-lived assets was recorded for the years ended December 31, 2022 and 2021. Revenue Recognition The Company recognizes revenue under its contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”). The Company derives its revenues primarily from two sources: (1) Software Products & Services, which are comprised primarily of subscription and related fees from customers for access to and use of the Company’s platforms and associated services delivered as software-as-a-service (“SaaS”) and (2) Managed Services, which are composed of content licensing revenues made up primarily of fees from customers for licenses to third-party content owners’ digital assets and advertising revenues. The Company recognizes revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company follows a five-step process to determine revenue recognition, as follows: • Identifies the contract(s) with a customer; • Identifies the performance obligations in the contract; • Determines the transaction price; • Allocates the transaction price to the performance obligations in the contract; and • Recognizes revenue when (or as) performance obligations are satisfied. The Company enters into contracts with customers that may include promises to transfer multiple services. The Company evaluates these services to determine whether they represent distinct, separately identifiable performance obligations that should be accounted for separately or as a single performance obligation. For contracts containing multiple performance obligations, to meet the allocation objective of Topic 606, the Company allocates the transaction price to each performance obligation on a relative standalone selling price (“SSP”) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. For certain arrangements, the determinations regarding whether a contract contains multiple performance obligations and, if so, the SSP of each performance obligation, may require judgment by management. Software Products & Services Revenues aiWARE Revenues The Company has agreements with its customers under which it provides customers with access to and use the Company’s aiWARE and digital content management platforms. Under most agreements, the Company provides access to the platform, specified applications and associated data ingestion, hosting and/or processing services, and standard user support. Fees for these services typically take the form of a fixed monthly subscription fee, with certain contracts specifying usage-based fees for data processing services in excess of the data processing services included as part of such subscription services. Fees for excess usage-based data processing services are accounted for as variable consideration. In certain cases, the fixed monthly subscription fee may adjust during each monthly period of the contract based on changes in the monthly volume of services, at the rates established in the contract. These contracts typically have terms ranging from one to three years, with renewal options, and do not contain refund-type provisions. All significant services provided as part of these subscription arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term (collectively, the “subscription services”). The fixed subscription fees are recognized as revenue over the contract term using the output method of passage of time, as this best depicts the pattern of control transfer. If a portion of the term of a contract is cancellable, the Company determines the transaction price for, and recognizes revenue ratably over, the non-cancellable portion of the term of the contract. In certain SaaS arrangements with broadcasters, the fees for subscription services are paid by broadcasters with advertising inventory that is provided to and monetized by the Company. The Company recognizes revenue for these arrangements based on the estimated fair value of the advertising inventory. The Company also makes data processing, storage and transfer services available to customers through its aiWARE and digital content management platforms under usage-based arrangements with no minimum fees, either separately or in addition to subscription services as described above. Fees are charged for actual usage of such services at the rates specified in the contract for each particular service. Each of these distinct services represents an individual performance obligation. When sold in connection with subscription services, the Company considers the allocation guidance of Topic 606. Variable consideration for usage-based data processing, storage and transfer services is recognized in the month in which it is earned, as the payment terms relate to a specific outcome (amount of data processed, stored or transferred) of delivering the distinct time increment (the month) of services, and represents the fees to which the Company expects to be entitled for providing the services, and allocating the variable fees in this way is consistent with the allocation objective of Topic 606. The Company also enters into software license agreements with customers under which the Company provides software representing an on-premises deployment of its aiWARE platform or components thereof. Under these license agreements, the customer is responsible for the installation and configuration of the software in the customer-controlled environment. The Company recognizes the license fees as revenue under these agreements at the time that the software is made available by the Company for download by the customer. In certain instances, the Company will provide software under such arrangements as a barter transaction in exchange for services or other assets in the ordinary course of business. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the software promised to the customer. Revenue is recognized on barter transactions when the software is made available by the Company for download by the customer. Barter revenues are included on the Company’s consolidated statements of operations and comprehensive loss within Revenue. The Company typically invoices its aiWARE SaaS customers for subscription services monthly, for on-premises software at the time the software is made available for download by the customer, and for professional services either monthly or in accordance with an agreed upon invoicing schedule. Invoices are typically due and payable within 30 days following the date of invoice. Amounts that have been invoiced are recorded in revenue or in deferred revenue, depending on whether transfer of control to customers of the promised services has occurred. Hiring Solutions Revenues The Company generates revenue primarily from platform services where it provides its customers access to intelligent hiring services, including ad placements on job boards. Revenue is derived from AI-enabled services, which uses software and algorithms to match buyers and sellers of digital job advertising in a technology-driven marketplace. The Company provides the use of its solution to clients to execute digital hiring campaigns at scale, which are typically ordered through monthly purchasing commitments. The Company charges clients a fee based on various performance indicators as outlined in our customer contracts including job advertisements placed, potential job applicants or other outputs of services placed through its platform, which is accounted for as variable consideration. All services provided as part of these arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. Revenue is recognized over time using the input method of cost incurred as platform services are provided during each campaign as this best depicts the transfer of control. The Company determined that it is not a principal in the purchase and sale of job placements in its arrangements, and as a result, reports its revenue on a net basis for solution fees charged to clients. Costs to source applicants are recorded monthly over the period the services are delivered as an offset to revenue. Managed Services Revenues Advertising Revenues The Company’s advertising services consist primarily of placing advertisements for clients with media vendors, including broadcasters, podcasters and digital media providers. Under the most common billing arrangements, the Company bills and collects the gross cost of the advertisement it places, less any discounts negotiated with its client from the media vendor’s standard agency fee. The Company then remits to the media vendor the gross amount less the standard agency fee. The amount billed to the client, less the amount payable to the media vendor, represents the Company’s fees and is recognized as revenue. All significant services performed by the Company under its contracts with advertising clients in conjunction with media placements, including planning and placing media and verifying that advertisements have aired, represent a single performance obligation as such services are highly interrelated. The Company’s fee, which represents the transaction price, is recognized as revenue at a point in time when the advertisement is aired, which is the point at which the Company has an enforceable right to payment of its fees. The Company’s clients may be required to make a deposit or prepay the gross costs of advertisements, including the Company’s fees. Such amounts are reflected as accrued media payments on the Company’s consolidated balance sheets until all revenue recognition criteria have been met. For certain advertising products, we provide advertisers with the opportunity to reach unique ad units and markets. Leveraging our aiWARE platform to programmatically manage clearance, verification and analysis of advertising performance, we create marketable advertising products through the curation of our broadcaster and influencer networks. We receive fees from advertisers or resellers as consideration for combined software and services performed by us. The amount expected to be received from the advertiser or through the reseller represents our fees which are recognized when our services are transferred to the customer. The Company concluded that it is the principal in delivering these products to customers and as a result reports revenue on a gross basis. Licensing Revenues The Company has agreements with third-party owners of digital assets pursuant to which the Company licenses those assets to customers and remits royalties to the content owners. In licensing such third-party digital assets, the Company hosts public and private content libraries on the Company’s platform to enable customers to view and search for digital assets to be licensed, establishes and negotiates with customers the scope and term of, and the prices for, licenses to those digital assets, and makes the licensed digital assets available to the end-customers. The Company is considered the principal under most agreements that have this range of services due to obtaining control prior to transfer of the assets, and the Company records the revenue from the customer gross of royalties due to the content owner. In limited cases, the Company does not obtain control prior to transfer of the assets, and accordingly, the Company records revenues net of royalties due to the content owner. The Company licenses digital assets under (i) individual license agreements, pursuant to which the customer licenses a particular digital asset (or set of digital assets) for a specified license fee, and (ii) bulk license agreements, pursuant to which the customer pays a fixed fee to have access to view and search third-party owners’ content and to license a specified number of minutes of that content in each year over the term of the contracts, which typically range from one to three years, with certain contracts specifying usage-based license fees for additional digital assets that may be licensed by the customer. Under individual license agreements, the Company has a single performance obligation, which is to make the licensed digital assets available to the customer, generally by download. The Company recognizes the license fees charged for the digital assets as revenue when the licensed digital assets are made available to the customer. Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making assets selected by the customer available for download, throughout the term of the contract. All of these services are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If the customer selects digital assets in excess of the amount included in the fixed fees under the contract, the Company constrains the variable consideration until the usage occurs and recognizes such usage-based license fees as the digital assets are made available to the customer, consistent with the usage-based royalty accounting of Topic 606. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis, net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company has determined that it acts as the principal in providing all of its services with the exception of certain content licensing services, advertising services and hiring solutions, where the Company recognizes its fees on a net basis. Remaining Performance |
Business Combinations
Business Combinations | 12 Months Ended |
Dec. 31, 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 consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the VSL Acquisition Consideration (in thousands): VSL Acquisition Consideration Amount Cash consideration at closing $ 1,700 Deferred consideration 252 Total $ 1,952 The 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): Allocation of VSL Acquisition Consideration** Amount 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 consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the VocaliD Acquisition Consideration (in thousands): VocaliD Acquisition Consideration Amount Cash consideration at closing $ 1,609 Deferred consideration 1,785 Net working capital adjustment ( 10 ) Total $ 3,384 The 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): Allocation of VocaliD Acquisition Consideration** Amount 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. The transaction is treated as a non-taxable stock acquisition for income tax purposes 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 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 consolidated statement of operations and comprehensive loss. The following table summarizes the fair value of the March Acquisition Consideration (in thousands): March Acquisition Consideration Amount 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 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): Allocation of March Acquisition Consideration** Amount 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 Ltd ., a company incorporated under the laws of the state of Israel, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) dated as of July 21, 2021 . PandoLogic is a leading provider of intelligent hiring solutions and utilizes its proprietary platform to accelerate the time and improve the efficiency in the process for employers hiring at scale for both mass market and difficult-to-source candidates. PandoLogic’s fully autonomous recruiting platform helps employers source talent faster and more efficiently with predictive algorithms, machine learning and AI. The total purchase consideration for PandoLogic was $ 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 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 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 6). The Company incurred $ 2,161 in acquisition-related expenses in 2021 and has recorded them in general and administrative expenses in the 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. At the time of the acquisition, no valuation allowance was recorded on the acquired PandoLogic deferred tax assets as it was 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 the Company and PandoLogic as if the companies were combined for the year ended December 31, 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): Year Ended 2021 Net revenue $ 148,129 Loss before provision for income taxes ( 67,873 ) Net loss ( 71,003 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 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. In December 2022, the Company repurchased $ 60.0 million aggregate principal amount of the Convertible Notes at approximately 65 % of par. After the completion of the Repurchase Transaction, the Company recorded a $ 19.1 million debt extinguishment gain within Other income, net, which includes the recognition of $ 1.5 million in unamortized transaction costs on the repurchased debt and $ 0.4 million in debt reacquisition costs. The Company has $ 141.25 million in aggregate principal amount of the Convertible Notes remaining outstanding as of December 31, 2022. 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 years ended December 31, 2022 and 2021 , interest expense related to the Convertible Notes and amortization of the issuance costs was $ 4.7 million and $ 0.5 million, respectively. The effective annual interest rate for years ended December 31, 2022 and 2021 was approximately 2.42 %. As of December 31, 2022 , the if-converted value of the Convertible Notes did no t exceed the outstanding principal amount. As of December 31, 2022 , the total estimated fair value of the Convertible Notes was $ 85.8 million, which 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 2. 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. In connection with the Repurchase Transaction, the Company entered into transactions to unwind a portion of the capped calls. As a result, the Company received $ 0.3 million in net proceeds from the proceeds of the unwinding of the capped calls. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 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: Year Ended 2022 2021 Numerator Net loss $ ( 25,557 ) $ ( 64,672 ) Denominator Weighted-average common shares outstanding 36,034,135 33,310,794 Less: Weighted-average shares subject to repurchase ( 575 ) ( 12,412 ) Denominator for basic and diluted net loss per share attributable to common stockholders 36,033,560 33,298,382 Basic and diluted net loss per share $ ( 0.71 ) $ ( 1.94 ) The Company reported net losses for both periods presented and, as such, all potentially dilutive shares of common stock would have been antidilutive for such periods. The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Year Ended 2022 2021 Common stock options and restricted stock units 10,511,320 9,913,421 Warrants to purchase common stock 496,612 548,374 Common stock issuable in connection with convertible senior notes 5,406,874 5,475,369 16,414,806 15,937,164 |
Financial Instruments
Financial Instruments | 12 Months Ended |
Dec. 31, 2022 | |
Investments, All Other Investments [Abstract] | |
Financial Instruments | NOTE 6. FINANCIAL INSTRUMENTS Cash, Cash Equivalents The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, 2022, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 183,381 $ — $ 183,381 $ 183,381 Level 1: Money market funds 1,042 — 1,042 1,042 Total $ 184,423 $ — $ 184,423 $ 184,423 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. As of December 31, 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 $ ( 10,629 ) $ ( 20,816 ) $ 21,384 $ 8,067 Contingent consideration, non-current 21,384 — — ( 21,384 ) — Total $ 39,512 $ ( 10,629 ) $ ( 20,816 ) $ — $ 8,067 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. In April 2020, in connection with a consulting agreement between the Company and a consulting firm, the Company issued to such firm a warrant to purchase up to 400,000 shares of the Company’s common stock (the “Performance Warrant”). The Performance Warrant has an exercise price of $ 3.01 per share, shall vest and become exercisable in three substantially equal installments of 133,333 shares upon the achievement of specified performance goals and/or a market condition, and expires on December 31, 2023 . The market condition was achieved in 2020 and, accordingly, the first installment of 133,333 shares underlying the Performance Warrant has vested and is exercisable. The fair value of the installment of the Performance Warrant tied to the market condition is $ 43 , which was determined using a Monte Carlo simulation model and was recorded in general and administrative operating expenses for the year ended December 31, 2020. The Company has not recorded any fair value with respect to the remaining installments linked to performance goals, because the achievement of such performance goals is not considered probable. The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the 2020 Performance Warrant: Performance Warrant Volatility 85 % Risk-free rate 0.3 % Term 4 In April 2018, in connection with the advisory agreement between the Company and a financial advisory firm, the Company issued such firm a five-year warrant to purchase up to 20,000 shares of the Company’s common stock (“April 2018 Warrant”). The April 2018 Warrant was fully vested and exercisable upon issuance and has an exercise price of $ 11.73 per share and expires on April 6, 2023 . The Company recorded this stock warrant at its fair value of $ 207 using the Black-Scholes option-pricing model. The holder may redeem the warrant for a number of shares having a value equal to the in-the-money value of the warrant. The April 2018 Warrant was outstanding at December 31, 2022. Investments During the year ended December 31, 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 consolidated balance sheet within other assets. The Company monitors this investment to determine whether an other-than-temporary decline in value indicates that impairment charges may be required. No impairment was recorded for the year ended December 31, 2022. The Company will 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 | 12 Months Ended |
Dec. 31, 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 $ 46,498 as of December 31, 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 ( 18 ) Balance at December 31, 2022 $ 46,498 Intangible Assets The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: December 31, 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 2.1 33,800 ( 15,512 ) 18,288 29,600 ( 7,647 ) 21,953 Customer and supplier relationships 4.8 81,800 ( 22,091 ) 59,709 79,300 ( 9,449 ) 69,851 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 683 ) 117 Trademarks and trade names 3.9 2,300 ( 633 ) 1,667 2,100 ( 216 ) 1,884 Total 3.8 $ 122,782 $ ( 43,118 ) $ 79,664 $ 115,882 $ ( 22,010 ) $ 93,872 The following table presents future amortization of the Company’s finite-lived intangible assets as of December 31, 2022: 2023 $ 20,477 2024 17,957 2025 15,507 2026 10,574 2027 10,574 Thereafter 4,575 Total $ 79,664 |
Consolidated Financial Statemen
Consolidated Financial Statements Details | 12 Months Ended |
Dec. 31, 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 December 31, 2022 and December 31, 2021, the Company had cash and cash equivalents of $ 184,423 and $ 254,722 , respectively, including $ 93,118 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 December 31, December 31, Accounts receivable — Managed Services (1) $ 27,670 $ 21,347 Accounts receivable — Software Products & Services (2) 26,969 59,568 Accounts receivable — Other 2,181 4,926 56,820 85,841 Less: allowance for doubtful accounts ( 819 ) ( 778 ) Accounts receivable, net $ 56,001 $ 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 December 31, December 31, Property and equipment $ 8,532 $ 4,262 Leasehold improvements 250 167 8,782 4,429 Less: accumulated depreciation ( 3,491 ) ( 2,873 ) Property, equipment and improvements, net $ 5,291 $ 1,556 Depreciation expense was $ 1,312 and $ 538 for the years ended December 31, 2022 and 2021, respectively. Of t he $ 8,532 in property and equipment as of December 31, 2022 , $ 1,192 consisted of work in progress not yet placed in service f or internal use software development costs. Depreciation of internal use software development costs was $ 418 and $ 65 for the years ended December 31, 2022 and 2021, respectively. During 2021, primarily in connection with the sublease of its former corporate office space located in Costa Mesa, California, the Company wrote-off approximately $ 3,852 in property and equipment and leasehold improvements and recorded a net loss on disposal of $ 1,894 . Accounts Payable Accounts payable consisted of the following: As of December 31, December 31, Accounts payable — Managed Services (1) $ 17,972 $ 23,613 Accounts payable — Other 18,766 23,098 Total $ 36,738 $ 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 Statements of Operations and Comprehensive Loss Details Revenue Revenue for the periods presented were comprised of the following: Year Ended 2022 2021 Commercial Enterprise $ 145,899 $ 111,274 Government & Regulated Entities 3,829 4,031 Total revenue $ 149,728 $ 115,305 In the third quarter of fiscal year 2021, the Company realigned its organization to improve focus and growth into two customer groups: (1) Commercial Enterprise, which today consists of customers in the commercial sector, including media and entertainment customers, advertising customers, content licensing customers and PandoLogic customers; and (2) Government & Regulated Industries, which today consists of customers in the government and regulated industries sectors, including 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: Year Ended Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services (1) $ 80,749 $ 3,829 $ 84,578 Managed Services Advertising 44,665 — 44,665 Licensing 20,485 — 20,485 Total Managed Services 65,150 — 65,150 Total Revenue $ 145,899 $ 3,829 $ 149,728 Year Ended Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services (1) $ 55,484 $ 4,031 $ 59,515 Managed Services Advertising 40,800 — 40,800 Licensing 14,990 — 14,990 Total Managed Services 55,790 — 55,790 Total Revenue $ 111,274 $ 4,031 $ 115,305 Other Income (Expense), Net Other income (expense), net for the periods presented was comprised of the following: Year Ended 2022 2021 Interest expense, net $ ( 4,862 ) $ ( 538 ) Gain on debt extinguishment $ 19,097 — Other 512 ( 62 ) Other income (expense), net $ 14,747 $ ( 600 ) |
Leases, Commitments and Conting
Leases, Commitments and Contingencies | 12 Months Ended |
Dec. 31, 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 ) $ ( 677 ) $ ( 345,714 ) 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 December 31, 2022, on its consolidated balance sheet the Compa ny has right-of-use assets of $ 1,755 recorded within other assets , the current portion of operating lease liabilities of $ 2,112 recorded within other accrued liabilities , and the non-current portion of operating lease liabilities of $ 1,510 recorded within other non-current liabilities . The Company made cash payments for its opera ting leases of $ 2,692 for the year ended December 31, 2022 , all of which were included in cash flows from operating activities within the consolidated statements of cash flows. The Company’s operating leases have a weighted average remaining lease term of 1.9 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 year ended December 31, 2021 , the Company recorded approximately $ 3,367 in charges resulting from the Sublease, consisting of $ 1,894 loss on disposal of property and equipment and leasehold improvements, $ 1,211 loss on sublease, and $ 262 in initial direct costs. The total rent expense for all operating leases was $ 2,495 for the year ended December 31, 2022, with short-term leases making up an immaterial portion of such expenses. F or its sublease, the Company recorded sublease income of $ 1,108 for the year ended December 31, 2022. 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, 2022 are as follows: Years ended December 31, 2023 $ 2,263 2024 1,814 2025 2 Total future minimum lease payments, including short-term leases 4,079 Less: future minimum lease payments for short-term leases ( 158 ) Less: imputed interest ( 299 ) Present value of future minimum lease payments, excluding short-term leases $ 3,622 Less: current portion of operating lease liabilities ( 2,112 ) Non-current portion of operating lease liabilities 1,510 Years ended December 31, Sublease Income 2023 $ 1,297 2024 1,034 Total sublease income $ 2,331 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 | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 10. STOCKHOLDERS’ EQUITY Common Stock Issuances During the years ended December 31, 2022 and 2021, the Company issue d an aggregate of 1,382,091 and 1,176,984 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 year ended December 31, 2022 , the Company withheld 502,005 shares of its common stock for employees taxes. During the year ended December 31, 2022 , the Company issued a total of 116,550 shares of its common st ock in connection with its March 2022 acquisition. During the year ended December 31, 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 year ended December 31, 2021 , the Company issued a total of 252,218 shares of its common stock upon the exercise of warrants for an aggregate exercise price of $ 2,279 and issued an aggregate of 23,050 shares of its common stock upon exercises of warrants to purchase an aggregate of 26,000 shares of its common stock, which were effected on a net exercise basis without cash payment of the exercise price. During the year ended December 31, 2021 , the Company issued an aggregate of 15,828 shares of its common stock for services provided to the Company. The Company valued these stock issuances based on the closing price of its common stock on the issuance date and recorded the expense of $ 369 in general and administrative expenses in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2021. Common Stock Warrants The table below summarizes the warrants outstanding at December 31, 2022: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.61 145,945 April 2018 5 $ 11.73 20,000 April 2020 Performance Warrant 3.7 $ 3.01 330,667 496,612 The table below summarizes the warrants outstanding at December 31, 2021: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.61 145,945 April 2018 5 $ 11.73 20,000 April 2020 Performance Warrant 3.7 $ 3.01 330,667 496,612 |
Stock Plans
Stock Plans | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Plans | NOTE 11. STOCK PLANS 2014 Stock Incentive Plan In 2014, the Company’s Board of Directors and stockholders approved and adopted the 2014 Stock Option/Stock Issuance Plan (the “2014 Plan”), which was amended in March 2015, October 2016 and April 2017. Under the 2014 Plan, incentive stock options, nonstatutory stock options, restricted stock and restricted stock units may be granted to eligible employees, directors and consultants. The Company’s Board of Directors resolved not to make any further awards under the 2014 Plan following the completion of the Company’s IPO. The 2014 Plan will continue to govern all outstanding awards granted thereunder. 2017 Stock Incentive Plan In April 2017, the Company’s Board of Directors and stockholders approved and adopted the 2017 Stock Incentive Plan (the “2017 Plan”), which became effective on May 11, 2017. Under the 2017 Plan, incentive stock options, nonstatutory stock options, stock appreciation rights, stock awards and restricted stock units may be granted to employees, non-employee directors, consultants and advisors. Awards granted under the 2017 Plan may be subject to time-based and/or performance-based vesting conditions. The Company had initially reserved 2,000,000 shares of its common stock for issuance under the 2017 Plan. The share reserve increases automatically on the first trading day of January each calendar year by an amount equal to 3 % of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to an annual maximum of 750,000 shares. As of December 31, 2022 , an aggregate of 334,259 shares of common stock were available for future grant under the 2017 Plan. 2018 Performance-Based Stock Incentive Plan In June 2018, the Company’s stockholders approved the Company’s 2018 Performance-Based Stock Incentive Plan (the “2018 Plan”), and approved grants under the 2018 Plan of nonstatutory stock options, having performance-based vesting conditions tied to the future achievement of stock price milestones by the Company (each, a “Performance Option”), to the Company’s Chief Executive Officer for 1,809,900 shares (the “CEO Award”) and to the Company’s President for 1,357,425 shares (the “President Award”). In May 2018, the CEO Award and the President Award had been approved by a special committee of the Board of Directors of the Company (the “Special Committee”), and the 2018 Plan had been approved by the Company’s Board of Directors, subject to stockholder approval. The 2018 Plan allows the Company to grant Performance Options to its executive officers and other employees as an incentive for them to remain in service with the Company and to further align their interests with the interests of the Company’s stockholders. A total of 4,200,000 shares of the Company’s common stock have been authorized for issuance under the 2018 Plan. As of December 31, 2022 , 17,012 shares of common stock were available for future grant under the 2018 Plan. Inducement Grant Plan In October 2020, the Company’s Board of Directors adopted the Company’s Inducement Grant Plan. Under the Inducement Grant Plan, nonstatutory stock options, stock appreciation rights, stock awards, restricted stock units and dividend equivalent rights may be granted as an inducement material for eligible persons to enter into employment with the Company in accordance with NASDAQ Marketplace Rule 5635(c)(4) and the related guidance under NASDAQ IM 5635-1, and any amendments or supplements thereto. The Company has initially reserved 750,000 shares of common stock for issuance under the Inducement Grant Plan. As of December 31, 2022 , an aggregate of 56,333 shares of common stock were available for future grant under the Inducement Grant Plan. Terms of Awards Under Stock Plans The 2014 Plan, 2017 Plan, 2018 Plan and Inducement Grant Plan are collectively referred to herein as the “Stock Plans.” The Stock Plans are administered by the Compensation Committee of the Board of Directors, which determines the recipients and the terms of the awards granted (with the exception of the CEO Award and President Award, which were approved by the Special Committee). All stock options granted under the Stock Plans have exercise prices equal to or greater than the fair market value of the Company’s common stock on the grant date, and expire ten years after the grant date, subject to earlier expiration in the event of termination of the optionee’s continuous service with the Company as further described in each Stock Plan. The vesting of all awards granted under the Stock Plans is generally subject to the awardee’s continuous service with the Company, with certain exceptions, as further described in each Stock Plan. The Company has granted to employees, non-employee directors and consultants awards of stock options, restricted stock and restricted stock units that are subject to time-based vesting conditions. The time-based stock options that have been granted to employees and consultants generally vest over a period of four years (with the exception of certain stock options granted to the Company’s Chief Executive Officer and President in 2017, which vested over a period of three years , and certain other limited exceptions). Restricted stock units that have been awarded to employees generally vest over periods of one to two years . The restricted stock units awarded to members of the Company’s Board of Directors under the automatic grant program provisions of the 2017 Plan generally vest over a period of one year . The Company has also granted Performance Options under the 2018 Plan, the 2017 Plan and the Inducement Grant Plan. All such Performance Options become exercisable in three equal tranches based on the achievement of specific stock price milestones for the Company’s common stock. These stock price milestones were amended in August 2020 with respect to substantially all of the Performance Options outstanding at such time, as discussed below. For each tranche to become exercisable, the closing price per share of the Company’s common stock must meet or exceed the applicable stock price target for a period of 30 consecutive trading days. In the first quarter of 2021, the Company achieved all of the stock price milestones and, accordingly, substantially all of the then-outstanding Performance Options have vested in full. Stock-based Compensation The Company recognizes stock-based compensation expense for awards granted under the Stock Plans ratably over the requisite service period. For awards subject to time-based vesting conditions, the service period is generally the vesting period. For Performance Options, a derived service period is estimated for each tranche under the Monte Carlo simulation model. The Company also recognizes stock-based compensation expense related to the Company’s ESPP ratably over each purchase interval. The Company has also issued shares of common stock to consultants in exchange for services under separate agreements outside of the Stock Plans. These share-based payment transactions are measured based on the fair value of the common stock issued and are recognized in the period in which the services are rendered. The fair values of time-based stock options granted under the Stock Plans and purchase rights under the ESPP are determined as of the grant date using the Black-Scholes-Merton option-pricing model. The following assumptions were used to compute the grant date fair values of the stock options granted during the years ended December 31, 2022 and 2021: Year ended Year Ended Expected term (in years) 5.5 - 6.8 5.5 - 6.1 Expected volatility 82 % - 92 % 80 % - 83 % Risk-free interest rate 1.7 % - 3.7 % 0.6 % - 1.4 % Expected dividend yield — — The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2022 and 2021 are set forth in the table below: Year ended Year Ended Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 67 % - 119 % 67 % - 119 % Risk-free interest rate 0.1 % - 3.0 % 0.1 % Expected dividend yield — — The stock-based compensation expense by type of award and by operating expense grouping are presented below: Year Ended 2022 2021 Stock-based compensation expense by type of award: Restricted stock units $ 13,044 $ 19,088 Stock awards — 19 Performance-based stock options — 16,315 Stock options 5,304 3,720 Employee stock purchase plan 728 423 Common stock issued for services 39 500 Total stock-based compensation expense $ 19,115 $ 40,065 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 116 $ 116 Sales and marketing 2,263 1,716 Research and development 5,056 3,217 General and administrative 11,680 35,016 Total stock-based compensation expense 19,115 40,065 S tock-based compensation capitalized for internal-use software was $ 258 and $ 7 for the years ended December 31, 2022 and 2021, respectively. Stock Plan Activity Restricted Stock Units The Company’s restricted stock unit activity for the year ended December 31, 2022 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2021 886,461 $ 32.56 Granted 768,964 $ 13.13 Forfeited ( 67,444 ) $ 24.86 Vested ( 539,147 ) $ 36.16 Unvested at December 31, 2022 1,048,834 $ 15.28 As of December 31, 2022, total unrecognized compens ation cost related to restricted stock units was $ 8,820 , which is expected to be recognized over a weighted average period of 1.88 years. The weighted average grant date fair values per share of restricted stock units granted in the years ended December 31, 2022 and 2021 were $ 13.13 and $ 33.33 , respectively. The fair values of restricted stock units vested during the years ended December 31, 2022 and 2021 totaled $ 7,151 and $ 18,886 , respectively. Performance Options Performance-Based Stock Options The activity during the year ended December 31, 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 ( 46,291 ) $ 5.64 Expired ( 25,471 ) $ 5.46 Outstanding at December 31, 2022 3,762,679 $ 11.15 5.51 years $ 1 Exercisable at December 31, 2022 3,762,679 $ 11.15 5.51 years $ 1 The aggregate intrinsic value of the options exercised during the years ended December 31, 2022 and 2021 was $ 281 and $ 8,288 , respectively. No performance-based stock options were granted during the years ended December 31, 2022 and 2021 and no performance-based stock options vested during the year ended December 31, 2022. During the year ended December 31, 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 year ended December 31, 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 721,717 $ 11.01 Exercised ( 68,761 ) $ 5.35 Forfeited ( 228,065 ) $ 19.58 Expired ( 65,714 ) $ 15.31 Outstanding at December 31, 2022 5,867,785 $ 14.53 5.76 years $ 1,270 Exercisable at December 31, 2022 4,604,406 $ 14.18 4.88 years $ 977 The weighted average grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was $ 8.28 and $ 18.64 p er share, respectively. The aggregate intrinsic value of the stock options exercised during the years ended December 31, 2022 and 2021 was $ 329 and $ 10,145 , respectively. The total grant date fair value of stock options vested during the years ended December 31, 2022 and 2021 was $ 5,939 and $ 2,665 , respectively. At December 31, 2022 , total unrecognized compensation expense related to stock options was $ 12,975 and is expected to be recognized over a weighted average period of 2.7 years. The aggregate intrinsic values in the tables above represent the difference between the fair market value of the Company’s common stock and the average option exercise price of in-the-money options, multiplied by the number of such stock options. Employee Stock Purchase Plan In April 2017, the Company’s Board of Directors and stockholders approved and adopted the ESPP, which became effective on May 11, 2017. The ESPP is administered by the Compensation Committee of the Board of Directors and is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code. Under the ESPP, each offering period is generally 24 months with four, six-month purchase intervals, and new offering periods generally commence every six months, as determined by the Compensation Committee of the Board of Directors. The purchase price for shares of the Company’s common stock under the ESPP will be established by the plan administrator prior to the start of the offering period, but will not be less than 85 % of the lower of the fair market value of the Company’s common stock on (i) the first day of the offering period and (ii) the purchase date. Each purchase right granted to an employee will provide an employee with the right to purchase up to 1,000 shares of common stock on each purchase date within the offering period, subject to an aggregate limit of 200,000 shares purchased under the ESPP on each purchase date, and subject to the purchase limitations in each calendar year under Section 423 of the Internal Revenue Code. The Company had initially reserved 1,000,000 shares of its common stock for issuance under the ESPP. The share reserve increases automatically on the first trading day of January each calendar year by an amount equal to 1 % of the total number of shares of common stock outstanding on the last trading day in December of the immediately preceding calendar year, up to an annual maximum of 250,000 shares. The ESPP contains a reset provision, which provides that, if the Company’s stock price on any purchase date under an offering period is less than the stock price on the start date of that offering period, then all employees participating in that offering period will be automatically transferred to the new offering period starting on the next business day following such purchase date, so long as the stock price on that start date is lower than the stock price on the start date of the offering period in which they are enrolled. Employee payroll deductions accrued under the ESPP as of December 31, 2022 and 2021 totaled $ 595 and $ 282 , respectively. During the years ended December 31, 2022 and 2021 , a total of 130,538 and 135,636 shares of common stock were purchased under the Company’s ESPP at a weighted average purchase price of $ 5.19 and $ 6.77 , respectively. |
Provision for Income Taxes
Provision for Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | NOTE 12. PROVISION FOR INCOME TAXES The components of the Company’s loss before the provision for income taxes consisted of the following: Year Ended 2022 2021 United States of America $ ( 18,309 ) $ ( 81,841 ) Foreign ( 4,939 ) 19,868 Total $ ( 23,248 ) $ ( 61,973 ) The provision for income taxes consisted of the following for the years ended December 31, 2022 and 2021: Year Ended 2022 2021 Current Federal $ 1,001 $ 249 State 384 99 Foreign 2,486 2,988 Total current provision 3,871 3,336 Deferred Federal 723 ( 10,549 ) State 779 ( 6,197 ) Foreign ( 2,331 ) ( 565 ) Change in valuation allowance ( 733 ) 16,674 Total deferred benefit ( 1,562 ) ( 637 ) Total provision for income taxes $ 2,309 $ 2,699 A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2022 and 2021 is as follows: Year Ended 2022 2021 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.75 9.59 Impact of foreign operations ( 32.93 ) ( 3.60 ) Research and development credits 5.74 1.57 Stock-based compensation ( 13.57 ) 7.08 Earn-out revaluation 22.86 ( 4.95 ) Meals, entertainment and other ( 0.49 ) ( 8.01 ) Change in valuation allowance ( 13.29 ) ( 27.04 ) (Provision for) benefit from income taxes ( 9.93 )% ( 4.36 )% The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 were as follows: Year Ended 2022 2021 Net operating loss carryforwards $ 44,512 $ 55,385 Stock-based compensation 19,722 21,003 Accrued expenses 289 1,146 Capitalized research and development 9,268 — Lease liability 884 — Research credits 6,617 4,632 Other 1,246 669 Total gross deferred tax assets 82,538 82,835 Valuation allowance ( 81,051 ) ( 81,784 ) Total deferred tax assets 1,487 1,051 Right of use assets ( 408 ) — Unremitted foreign earnings ( 1,012 ) — Other ( 166 ) — Other - fixed assets and intangibles ( 269 ) ( 589 ) Acquired intangibles ( 10,281 ) ( 12,180 ) Total deferred tax liabilities ( 12,136 ) ( 12,769 ) Net deferred tax liabilities $ ( 10,649 ) $ ( 11,718 ) The Company has evaluated the available positive and negative evidence supporting the realization of its gross deferred tax assets, including its cumulative losses, and the amount and timing of future taxable income, and has determined it is more likely than not that certain historical U.S. federal and state deferred tax assets will not be realized. Accordingly, the Company recorded a valuation allowance as of December 31, 2022 and 2021 against these deferred tax assets. The change in the valuation allowance for the years ended December 31, 2022 and 2021 is as follows: Year Ended 2022 2021 Valuation allowance, at beginning of year $ 81,784 $ 65,110 Increase in valuation allowance ( 733 ) 16,674 Valuation allowance, at end of year $ 81,051 $ 81,784 As of December 31, 2022 , the Company has federal and state income tax net operating loss carryforwards of approximately $ 172,866 and $ 122,346 , respectively. The U.S. federal and state net operating losses are projected to expire beginning in 2034 and 2030 , respectively, unless previously utilized. Net federal operating loss carryforwards generated after January 1, 2018 may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. In addition, the Company had federal and state research and development credit carryforwards of approximately $ 5,306 and $ 3,573 , respectively, as of December 31, 2022 . The federal research and development credit will begin to expire in 2036 if unused and the state research and expenditure credit may be carried forward indefinitely. Utilization of the Company's U.S. net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the ownership change limitations set forth in Internal Revenue Code Section 382 and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization In connection with the Company's acquisition of PandoLogic in September 2021, the Company recorded a net deferred tax liability primarily related to acquired non-goodwill intangible fair value in excess of tax basis. No valuation allowance is recorded against acquired PandoLogic Israel's deferred tax assets as it is more likely than not they will be utilized to offset future taxable income. In August 2021, PandoLogic obtained the approval for the Israeli Preferred Technology Enterprise (“PTE”) status which provides beneficial tax treatment for Israeli companies engaged in R&D activities that own the intellectual property rights. Under PTE status, the Company's Israeli tax rate is reduced from the 23 % statutory rate to a 12 % beneficial rate. This arrangement is scheduled to expire in December 2025 and is subject to certain conditions which we have complied with during 2022 . The effect of this tax incentive arrangement increased our income tax provision, as compared to the statutory rate, by $ 177 in 2022. Prior to the September 2021 PandoLogic acquisition, PandoLogic received certain favorable tax treatment from the Israeli tax authorities predicated on PandoLogic’s continued reinvestment of its earnings and profits back into Israel (“Pre-acquisition E&P”). Beyond fiscal year 2022 and in the event the Company declares a dividend and takes distributions on any of PandoLogic’s Pre-acquisition E&P, a portion of those distributions would be subject to a 20 % local tax on distribution and become payable in the period in which the distribution is made. The amount of E&P subject to the 20 % tax is $ 6,763 . If the $ 6,763 were fully distributed, the total tax due on Pre-acquisition E&P would be $ 1,353 and this amount will be recognized as an income tax expense in the financial statements in the period in which the company declares the dividends. In accordance with the U.S. global intangible low-taxed income (“GILTI”) provisions, we include in our U.S. income tax return foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets. We account for the GILTI tax in the period in which it is incurred, and therefore have not provided any deferred tax impacts of GILTI in our consolidated financial statements. As of December 31, 2022 and 2021 , the Company had approximately $ 1,650 and $ 1,111 , respectively, of unrecognized tax benefits netted against its deferred tax assets within other assets, none of which would impact the Company’s effective tax rate if recognized due to the valuation allowance. If recognized, $ 1,511 would result in a deferred tax asset for tax attribute carryforwards, which is expected to require a full valuation allowance based on present circumstances. The Company estimates that none of its unrecognized tax benefits will materially change within the next twelve months. Amounts accrued for interest and penalties related to uncertain tax positions were not material for any period presented. A reconciliation of the unrecognized tax benefits from January 1, 2021 to December 31, 2022 is as follows: Year Ended 2022 2021 Unrecognized tax benefits as of January 1 $ 1,111 $ 720 Gross increase for tax positions of prior years ( 2 ) — Gross increase for tax positions of current year 541 391 Unrecognized tax benefits balance at December 31 $ 1,650 $ 1,111 The Company is subject to taxation in the United States, Israel, the United Kingdom, and various U.S. states. In general, the U.S. federal statute of limitations is three years. However, the Internal Revenue Service may still adjust a tax loss or credit carryover in the year the tax loss or credit carryover is utilized. As such, our U.S. federal tax returns and state tax returns are open for examination since inception. The Israeli statute of limitations period is generally three years commencing at the end of the year in which the return was filed. The Company is not currently under examination from income tax authorities in the jurisdictions in which the Company does business. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (“IRA”), which, among others, 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. We do not expect the IRA to have a material impact on our financial position, results of operations or cash flows. We will continue to monitor additional future guidance from the IRS. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 13. RELATED PARTY TRANSACTIONS There were no related party transactions as of or during the years ended December 31, 2022 and 2021 . |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14. SUBSEQUENT EVENTS Effective December 31, 2022, Chad Steelberg resigned as Chief Executive Officer of the Company, and on January 1, 2023, the Board of Directors appointed Ryan Steelberg as President and Chief Executive Officer. Chad Steelberg will continue to provide services to the Company in his role as Chairman of the Board of Directors. In connection with these management transitions, the Company entered into new employment agreements with Ryan Steelberg and Michael L. Zemetra, the Company’s Chief Financial Officer. On January 4, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Steel Holdings, LLC, an entity affiliated with Chad Steelberg. Pursuant to the Consulting Agreement, the Company retained Chad Steelberg as a consultant to provide ongoing transition services related to Ryan Steelberg’s appointment as CEO and to manage and oversee the further development of our aiWARE platform. On March 10, 2023, Silicon Valley Bank (“SVB”) was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. The FDIC thereafter transferred all deposits and assets of SVB to Silicon Valley Bank, N.A. (“SVBNA”), a successor bank created by the FDIC in order to protect all depositors. On March 13, 2023, the Company’s cash deposits at SVBNA became available. The Company immediately transferred the majority of its deposits to other financial institutions and began the process of fully liquidating and transferring its remaining deposits to other financial institutions. |
Presentation and Summary of S_2
Presentation and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements include the accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. |
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 following tables reflect the impact of the adjustments to the specific line items presented in the Company’s previously reported consolidated financial statements as of and for the year-ended December 31, 2021 (in thousands, except per share amounts): Consolidated Balance Sheet As of December 31, 2021 As Reported Adjustment As Adjusted Intangible assets, net $ 88,247 $ 5,625 $ 93,872 Goodwill 34,058 7,970 42,028 Total assets 504,752 13,595 518,347 Contingent consideration, current 19,988 65 20,053 Total current liabilities 191,276 65 191,341 Contingent consideration, non-current 24,737 6,796 31,533 Other non-current liabilities 13,078 813 13,891 Total liabilities 424,173 7,674 431,847 Accumulated deficit ( 350,958 ) 5,921 ( 345,037 ) Total stockholders' equity 80,579 5,921 86,500 Total liabilities and stockholders' equity 504,752 13,595 518,347 Consolidated Statement of Operations and Comprehensive Loss Year Ended December 31, 2021 As Reported Adjustment As Adjusted General and administrative $ 97,918 $ ( 6,251 ) $ 91,667 Amortization 8,497 375 8,872 Total operating expenses 182,554 ( 5,876 ) 176,678 Loss from operations ( 67,249 ) 5,876 ( 61,373 ) Loss before provision for income taxes ( 67,849 ) 5,876 ( 61,973 ) Provision for income taxes 2,744 ( 45 ) 2,699 Net loss ( 70,593 ) 5,921 ( 64,672 ) Basic and diluted net loss per share ( 2.12 ) 0.18 ( 1.94 ) Total comprehensive loss ( 70,763 ) 5,921 ( 64,842 ) Consolidated Statement of Stockholders’ Equity Accumulated Deficit As Reported Adjustment As Adjusted Net loss $ ( 70,593 ) $ 5,921 $ ( 64,672 ) Balance as of December 31, 2021 ( 350,958 ) 5,921 ( 345,037 ) Total Stockholders' Equity Net loss ( 70,593 ) 5,921 ( 64,672 ) Balance as of December 31, 2021 80,579 5,921 86,500 Consolidated Statement of Cash Flows Year Ended December 31, 2021 As Reported Adjustment As Adjusted Cash flows from operating activities: Net loss $ ( 70,593 ) $ 5,921 $ ( 64,672 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,035 375 9,410 Change in fair value of contingent consideration 18,325 ( 6,251 ) 12,074 Change in deferred taxes — ( 45 ) ( 45 ) There was no impact on cash flows from investing or financing activities. The accompanying applicable Notes to the Consolidated Financial Statements have been updated to reflect the revision for the year ended December 31, 2021. |
Liquidity and Capital Resources | Liquidity and Capital Resources During 2022 and 2021, the Company generated cash flows from operations of $ 3,737 and $ 7,234 , respectively, and incurred net losses of $ 25,557 and $ 64,672 , respectively. Also, the Company had an accumulated deficit of $ 371,271 as of December 31, 2022. Historically, the Company has satisfied its capital needs with the net proceeds from its sales of equity securities, its issuance of convertible debt, and the exercises of common stock options and warrants. Management believes that the Company’s existing balances of cash and cash equivalents, which totaled $ 184,423 as of December 31, 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 consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the accompanying consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. The principal estimates relate to the accounting recognition and presentation of revenue, allowance for doubtful accounts, purchase accounting, impairment of long-lived assets, the valuation of contingent consideration, the valuation of non-cash consideration received in barter transactions and evaluation of realizability, the valuation of stock awards and stock warrants and income taxes, where applicable. There has been uncertainty and disruption in the global economy and financial markets due to the COVID-19 pandemic. The Company is not aware of any specific event or circumstance that would require an update to its estimates or assumptions or a revision of the carrying value of its assets or liabilities as of the date of filing of this Annual Report on Form 10-K. These estimates and assumptions may change as new events occur and additional information is obtained. As a result, actual results could differ materially from these estimates and assumptions. |
Business Combinations | Business Combinations The results of a business acquired in a business combination are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in assets and liabilities of an acquired business generally being recorded at their estimated fair values as of the acquisition date. Any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. Transaction costs associated with business combinations are expensed as incurred and are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company performs valuations of assets acquired and liabilities assumed and allocates the purchase price to its respective assets and liabilities. Determining the fair value of assets acquired and liabilities assumed may require management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenues, costs and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with determining fair values of assets acquired and liabilities assumed in a business combination. |
Cash Equivalents | Cash Equivalents All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. |
Accounts Receivable and Expenditures Billable to Clients | Accounts Receivable and Expenditures Billable to Clients Accounts receivable consist primarily of amounts due from the Company’s clients and customers under normal trade terms. Allowances for uncollectible accounts are recorded based upon a number of factors that are reviewed by the Company on an ongoing basis, including historical amounts that have been written off, an evaluation of current economic conditions, and an assessment of customer creditworthiness. Judgment is required in assessing the ultimate realization of accounts receivable. The amounts due from clients based on costs incurred or fees earned that have not yet been billed to advertising clients are reflected as expenditures billable to clients in the accompanying consolidated balance sheets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy, which is based on three levels of inputs, the first two of which are considered observable and the last unobservable, that may be used to measure fair value, is as follows: • Level 1 — quoted prices (unadjusted) in active markets for identical assets or liabilities; • Level 2 — inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or • Level 3 — unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company classifies its cash equivalents within Level 1 of the fair value hierarchy on the basis of valuations based on quoted prices for the specific securities in an active market. The Company’s stock warrants are categorized as Level 3 within the fair value hierarchy. Stock warrants are recorded within equity in the Company’s consolidated balance sheets as of December 31, 2022 and 2021. The warrants have been recorded at their fair values using a probability weighted expected return model or Black-Scholes-Merton option pricing model. These models incorporate contractual terms and assumptions regarding expected term, risk-free rates and volatility. The value of the Company’s stock warrants would increase if a higher risk-free interest rate was used and would decrease if a lower risk-free interest rate was used. Similarly, a higher volatility assumption would increase the value of the stock warrants, and a lower volatility assumption would decrease the value of the stock warrants. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. The Company’s contingent consideration is categorized as Level 3 within the fair value hierarchy. Contingent consideration is recorded within contingent consideration, current and contingent consideration, non-current in the Company’s consolidated balance sheets as of December 31, 2022 and 2021. The contingent consideration for PandoLogic has been recorded at its fair values using a Monte Carlo simulation option pricing framework. These models incorporate contractual terms and assumptions regarding financial forecasts for PandoLogic, discount rates, and volatility of forecasted revenue. The value of the PandoLogic contingent consideration would increase if a lower discount rate was used and would increase if a higher discount rate was used. Similarly, a higher revenue volatility assumption would increase the value of the PandoLogic contingent consideration, and a lower revenue volatility assumption would decrease the value of the PandoLogic contingent consideration. The contingent consideration for the March 2022 Acquisition has been recorded at its fair values using was the expected (probability-weighted) payment based on the likelihood of achieving the financial performance targets. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management with the assistance of a third-party valuation specialist. The Company’s strategic minority investment is categorized as Level 3 within the fair value hierarchy. This investment is recorded at cost within other assets in the Company’s consolidated balance sheets as of December 31, 2022. 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. The Company’s other financial instruments consist primarily of cash, accounts receivable and accounts payable. The Company has determined that the carrying values of these financial instruments approximate fair value for the periods presented due to their short-term nature and the relatively stable current interest rate environment. |
Long-Term Restricted Cash | Long-Term Restricted Cash Long-term restricted cash consists primarily of collateral required as security for the Company’s corporate credit cards. |
Property, Equipment and Improvements | Property, Equipment and Improvements Property, equipment and improvements are stated at cost. Repairs and maintenance to these assets are charged to expense as incurred. Major improvements enhancing the function and/or useful life of the related assets are capitalized. Depreciation and amortization are computed using the straight-line method over the estimated useful lives (or lease term, if shorter) of the related assets. At the time of retirement or disposition of these assets, the cost and accumulated depreciation or amortization are removed from the accounts and any related gains or losses are recorded in the Company’s statements of operations and comprehensive loss. The useful lives of property, equipment and improvements are as follows: • Property and equipment (includes capitalized internal use software development costs) — 3 years • Leasehold improvements — 5 years or the remaining lease term, whichever is shorter The Company assesses the recoverability of property, equipment and improvements whenever events or changes in circumstances indicate that their carrying value may not be recoverable. No property, equipment and improvements were impaired in the periods presented. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations accounted for under the acquisition method. Intangible assets include acquired developed technology, licensed technology, customer relationships, noncompete covenants, and trademarks and tradenames. Intangible assets are amortized on a straight-line basis over the applicable amortization period as set forth below. The amortization periods for intangible assets are as follows: • Developed technology — 3 to 5 years • Customer and supplier relationships — 5 to 7 years • Noncompete agreements — 3 to 4 years • Trademarks and trade names — 2 to 10 years • Licensed technology — lesser of the term of the agreement, or the estimated useful life Intangible asset amortization expense is recorded in amortization on the consolidated statements of operations and comprehensive loss. |
Impairment of Goodwill and Long-Lived Assets | Impairment of Goodwill and Long-Lived Assets Goodwill is not amortized but instead is tested at least annually for impairment, or more frequently when events or changes in circumstances indicate that goodwill might be impaired. The Company’s annual impairment test is performed during the second quarter. In assessing goodwill impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that the fair value of a reporting unit is less than its carrying amount. The Company’s qualitative assessment of the recoverability of goodwill considers various macro-economic, industry-specific and company-specific factors. These factors include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization below its net book value. If, after assessing the totality of events or circumstances, the Company determines it is unlikely that the fair value of such reporting unit is less than its carrying amount, then a quantitative analysis is unnecessary. However, if the Company concludes otherwise, or if it elects to bypass the qualitative analysis, then it is required to perform a quantitative analysis that compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill is not considered impaired; otherwise, a goodwill impairment loss is recognized for the lesser of: (a) the amount that the carrying amount of a reporting unit exceeds its fair value; or (b) the amount of the goodwill allocated to that reporting unit. The Company reviews long-lived assets to be held and used, other than goodwill, for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If an evaluation of recoverability is required, the estimated undiscounted future cash flows directly associated with the asset are compared with the asset’s carrying amount. If the estimated future cash flows from the use of the asset are less than the carrying value, an impairment charge would be recorded to write down the asset to its estimated fair value. No impairment of goodwill or long-lived assets was recorded for the years ended December 31, 2022 and 2021. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under its contracts with customers in accordance with ASU 2014-09, Revenue from Contracts with Customers (“Topic 606”). The Company derives its revenues primarily from two sources: (1) Software Products & Services, which are comprised primarily of subscription and related fees from customers for access to and use of the Company’s platforms and associated services delivered as software-as-a-service (“SaaS”) and (2) Managed Services, which are composed of content licensing revenues made up primarily of fees from customers for licenses to third-party content owners’ digital assets and advertising revenues. The Company recognizes revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company follows a five-step process to determine revenue recognition, as follows: • Identifies the contract(s) with a customer; • Identifies the performance obligations in the contract; • Determines the transaction price; • Allocates the transaction price to the performance obligations in the contract; and • Recognizes revenue when (or as) performance obligations are satisfied. The Company enters into contracts with customers that may include promises to transfer multiple services. The Company evaluates these services to determine whether they represent distinct, separately identifiable performance obligations that should be accounted for separately or as a single performance obligation. For contracts containing multiple performance obligations, to meet the allocation objective of Topic 606, the Company allocates the transaction price to each performance obligation on a relative standalone selling price (“SSP”) basis. The SSP is the price at which the Company would sell a promised service separately to a customer. For certain arrangements, the determinations regarding whether a contract contains multiple performance obligations and, if so, the SSP of each performance obligation, may require judgment by management. Software Products & Services Revenues aiWARE Revenues The Company has agreements with its customers under which it provides customers with access to and use the Company’s aiWARE and digital content management platforms. Under most agreements, the Company provides access to the platform, specified applications and associated data ingestion, hosting and/or processing services, and standard user support. Fees for these services typically take the form of a fixed monthly subscription fee, with certain contracts specifying usage-based fees for data processing services in excess of the data processing services included as part of such subscription services. Fees for excess usage-based data processing services are accounted for as variable consideration. In certain cases, the fixed monthly subscription fee may adjust during each monthly period of the contract based on changes in the monthly volume of services, at the rates established in the contract. These contracts typically have terms ranging from one to three years, with renewal options, and do not contain refund-type provisions. All significant services provided as part of these subscription arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term (collectively, the “subscription services”). The fixed subscription fees are recognized as revenue over the contract term using the output method of passage of time, as this best depicts the pattern of control transfer. If a portion of the term of a contract is cancellable, the Company determines the transaction price for, and recognizes revenue ratably over, the non-cancellable portion of the term of the contract. In certain SaaS arrangements with broadcasters, the fees for subscription services are paid by broadcasters with advertising inventory that is provided to and monetized by the Company. The Company recognizes revenue for these arrangements based on the estimated fair value of the advertising inventory. The Company also makes data processing, storage and transfer services available to customers through its aiWARE and digital content management platforms under usage-based arrangements with no minimum fees, either separately or in addition to subscription services as described above. Fees are charged for actual usage of such services at the rates specified in the contract for each particular service. Each of these distinct services represents an individual performance obligation. When sold in connection with subscription services, the Company considers the allocation guidance of Topic 606. Variable consideration for usage-based data processing, storage and transfer services is recognized in the month in which it is earned, as the payment terms relate to a specific outcome (amount of data processed, stored or transferred) of delivering the distinct time increment (the month) of services, and represents the fees to which the Company expects to be entitled for providing the services, and allocating the variable fees in this way is consistent with the allocation objective of Topic 606. The Company also enters into software license agreements with customers under which the Company provides software representing an on-premises deployment of its aiWARE platform or components thereof. Under these license agreements, the customer is responsible for the installation and configuration of the software in the customer-controlled environment. The Company recognizes the license fees as revenue under these agreements at the time that the software is made available by the Company for download by the customer. In certain instances, the Company will provide software under such arrangements as a barter transaction in exchange for services or other assets in the ordinary course of business. The transaction price for these contracts is measured at the estimated fair value of the non-cash consideration received unless this is not reasonably estimable, in which case the consideration is measured based on the standalone selling price of the software promised to the customer. Revenue is recognized on barter transactions when the software is made available by the Company for download by the customer. Barter revenues are included on the Company’s consolidated statements of operations and comprehensive loss within Revenue. The Company typically invoices its aiWARE SaaS customers for subscription services monthly, for on-premises software at the time the software is made available for download by the customer, and for professional services either monthly or in accordance with an agreed upon invoicing schedule. Invoices are typically due and payable within 30 days following the date of invoice. Amounts that have been invoiced are recorded in revenue or in deferred revenue, depending on whether transfer of control to customers of the promised services has occurred. Hiring Solutions Revenues The Company generates revenue primarily from platform services where it provides its customers access to intelligent hiring services, including ad placements on job boards. Revenue is derived from AI-enabled services, which uses software and algorithms to match buyers and sellers of digital job advertising in a technology-driven marketplace. The Company provides the use of its solution to clients to execute digital hiring campaigns at scale, which are typically ordered through monthly purchasing commitments. The Company charges clients a fee based on various performance indicators as outlined in our customer contracts including job advertisements placed, potential job applicants or other outputs of services placed through its platform, which is accounted for as variable consideration. All services provided as part of these arrangements are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. Revenue is recognized over time using the input method of cost incurred as platform services are provided during each campaign as this best depicts the transfer of control. The Company determined that it is not a principal in the purchase and sale of job placements in its arrangements, and as a result, reports its revenue on a net basis for solution fees charged to clients. Costs to source applicants are recorded monthly over the period the services are delivered as an offset to revenue. Managed Services Revenues Advertising Revenues The Company’s advertising services consist primarily of placing advertisements for clients with media vendors, including broadcasters, podcasters and digital media providers. Under the most common billing arrangements, the Company bills and collects the gross cost of the advertisement it places, less any discounts negotiated with its client from the media vendor’s standard agency fee. The Company then remits to the media vendor the gross amount less the standard agency fee. The amount billed to the client, less the amount payable to the media vendor, represents the Company’s fees and is recognized as revenue. All significant services performed by the Company under its contracts with advertising clients in conjunction with media placements, including planning and placing media and verifying that advertisements have aired, represent a single performance obligation as such services are highly interrelated. The Company’s fee, which represents the transaction price, is recognized as revenue at a point in time when the advertisement is aired, which is the point at which the Company has an enforceable right to payment of its fees. The Company’s clients may be required to make a deposit or prepay the gross costs of advertisements, including the Company’s fees. Such amounts are reflected as accrued media payments on the Company’s consolidated balance sheets until all revenue recognition criteria have been met. For certain advertising products, we provide advertisers with the opportunity to reach unique ad units and markets. Leveraging our aiWARE platform to programmatically manage clearance, verification and analysis of advertising performance, we create marketable advertising products through the curation of our broadcaster and influencer networks. We receive fees from advertisers or resellers as consideration for combined software and services performed by us. The amount expected to be received from the advertiser or through the reseller represents our fees which are recognized when our services are transferred to the customer. The Company concluded that it is the principal in delivering these products to customers and as a result reports revenue on a gross basis. Licensing Revenues The Company has agreements with third-party owners of digital assets pursuant to which the Company licenses those assets to customers and remits royalties to the content owners. In licensing such third-party digital assets, the Company hosts public and private content libraries on the Company’s platform to enable customers to view and search for digital assets to be licensed, establishes and negotiates with customers the scope and term of, and the prices for, licenses to those digital assets, and makes the licensed digital assets available to the end-customers. The Company is considered the principal under most agreements that have this range of services due to obtaining control prior to transfer of the assets, and the Company records the revenue from the customer gross of royalties due to the content owner. In limited cases, the Company does not obtain control prior to transfer of the assets, and accordingly, the Company records revenues net of royalties due to the content owner. The Company licenses digital assets under (i) individual license agreements, pursuant to which the customer licenses a particular digital asset (or set of digital assets) for a specified license fee, and (ii) bulk license agreements, pursuant to which the customer pays a fixed fee to have access to view and search third-party owners’ content and to license a specified number of minutes of that content in each year over the term of the contracts, which typically range from one to three years, with certain contracts specifying usage-based license fees for additional digital assets that may be licensed by the customer. Under individual license agreements, the Company has a single performance obligation, which is to make the licensed digital assets available to the customer, generally by download. The Company recognizes the license fees charged for the digital assets as revenue when the licensed digital assets are made available to the customer. Under bulk license agreements, the Company’s obligations include hosting the content libraries for access and searching by the customer, updating the libraries with new content provided by the content owner, and making assets selected by the customer available for download, throughout the term of the contract. All of these services are highly interdependent and constitute a single performance obligation comprised of a series of distinct services transferred to the customer in a similar manner throughout the contract term. The predominant item in the single performance obligation is a license providing a right to access the content library throughout the license period. For these arrangements, the Company recognizes the total fixed fees under the contract as revenue ratably over the term of the contract as the performance obligation is satisfied, as this best depicts the pattern of control transfer. If the customer selects digital assets in excess of the amount included in the fixed fees under the contract, the Company constrains the variable consideration until the usage occurs and recognizes such usage-based license fees as the digital assets are made available to the customer, consistent with the usage-based royalty accounting of Topic 606. Gross Versus Net Revenue Recognition The Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis, net of any sales tax from customers, when applicable. The determination of whether the Company acts as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company has determined that it acts as the principal in providing all of its services with the exception of certain content licensing services, advertising services and hiring solutions, where the Company recognizes its fees on a net basis. Remaining Performance Obligations As of December 31, 2022, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obli gations was $ 6,795 , approximately 57 % of which the Company exp ects 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 hiring solutions representing gross purchase orders to be satisfied in less than one year. Revenues will be recognized net of costs to fulfill these orders. |
Cost of Revenues | Cost of Revenue Cost of revenue related to the Company’s advertising business consists of production costs relating to advertising content for advertisements placed for clients, and amounts payable to media vendors under revenue sharing arrangements for ad inventory transferred to and monetized by the Company. Cost of revenue related to the Company’s Software Products & Services consists primarily of fees charged by vendors for cloud infrastructure, computing and storage services and cognitive processing services related to the operation of the Company’s platforms. The Company’s arrangements with cloud infrastructure providers typically require fees that are based on computing time, data storage and transfer volumes, and reserved computing capacity. The Company also pays fees to third-party providers of AI models, which are generally based upon the hours of media processed through their models. Cost of revenue related to the Company’s Managed Services include royalties paid to content owners on revenue generated from the Company’s licensing of their content, and fees charged by vendors that provide products and services in support of the Company’s live event services and obtaining of talent and property clearances. |
Stock-Based Compensation | Stock-Based Compensation Stock-based compensation expense is estimated at the grant date based on the fair value of the award. The fair values of restricted stock and restricted stock unit awards granted by the Company are based on the closing market price of the Company’s common stock on the date of grant. The Company estimates the fair values of stock options having time-based vesting conditions, as well as purchase rights under the Company’s Employee Stock Purchase Plan (“ESPP”), using the Black-Scholes-Merton option pricing model. The Company’s performance-based stock options vest if a specified target price for the Company’s common stock is achieved. The Company estimates the fair values of performance-based stock options utilizing a Monte Carlo simulation model, to estimate the date that the specified stock price targets will be achieved (the attainment date), and the Black-Scholes-Merton option pricing model. A fair value is determined for each tranche of such performance-based stock options that is tied to a particular stock price target. Determining the appropriate fair values of stock options and ESPP purchase rights at the grant date requires significant judgment, including estimating the volatility of the Company’s common stock, the expected term of awards, and the derived service periods for each tranche of performance stock options. In determining fair values, the Company estimated volatility based on the historical volatility of its own common stock along with the volatility of the peer group. In calculating estimated volatility, as the number of years of trading history for the Company’s common stock has increased, the volatility of the Company’s common stock has been given a weighting ranging from 25 % to 50 % and the volatility of the peer group companies has been given a weighting ranging from 75 % to 50 %, with each peer company weighted equally. The Company will continue utilizing this combination and will periodically adjust the weightings as additional historical volatility data for its own shares of common stock becomes available. The expected term for stock options other than performance-based stock options represents the period of time that stock options are expected to be outstanding and is determined using the simplified method. Under the simplified method, the expected term is calculated as the midpoint between the weighted average vesting date and the contractual term of the options. The expected term for performance-based stock options considers the remaining term of the option after the attainment date and the ratio of the stock price at the attainment date to the option exercise price. The risk-free rate is based on the implied yield of U.S. Treasury notes as of the grant date with a remaining term approximately equal to the expected term of the award. The assumptions used in the Company’s Black-Scholes-Merton option-pricing and Monte Carlo simulation models represent management’s best estimates. These estimates involve inherent uncertainties and the application of management’s judgment. The fair value of stock-based awards (other than performance-based stock options) is amortized using the straight-line attribution method over the requisite service period of the award, which is generally the vesting period. For performance-based stock options, expense is recognized over a graded-vesting attribution basis over the period from the grant date to the estimated attainment date, which is the derived service period of each tranche of the award. In recording stock-based compensation expense, the Company accounts for actual forfeitures as they occur and does not estimate forfeitures. If performance options are modified, the fair values and the new derived service periods of the modified awards as of the date of modification and the fair values of the original awards immediately before the modification are determined. The amount of incremental compensation expense resulting from the modification of each award is equal to the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. The incremental compensation expense is recognized over the new derived service period of the modified award. |
Advertising and Marketing Costs | Advertising and Marketing Costs Advertising and marketing costs are expensed as incurred and are primarily included in sales and marketing expenses in the Company’s consolidated statements of operations and comprehensive loss. Advertising and marketing costs include personnel-related costs for sales and marketing resources, online and print advertising, public relations, tradeshows, and sponsorships. For the years ended December 31, 2022 and 2021, the Company recorded expense of $ 6,613 and $ 2,681 , respectively, for advertising and marketing costs. |
Research and Development Costs and Software Development Costs | Research and Development Costs and Software Development Costs Research and development costs are expensed as incurred. Computer software development costs and website development costs are expensed as incurred, except for internal use software that qualify for capitalization as described below. The costs of internal use software that is developed to meet the Company’s needs and will not be marketed externally are subject to capitalization. The Company expenses costs incurred in the preliminary project and post-implementation stages of software development and capitalizes costs incurred in the application development stage and costs associated with significant enhancements to existing internal use software applications. These capitalized costs are included in property, equipment and improvements, net on the consolidated balance sheets and are amortized using the straight-line method over an estimated useful life of three years commencing when the software project is ready for its intended use . The Company capitalized $ 4,188 of software development costs in 2022 and $ 413 software development costs were capitalized in 2021 . |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are established for temporary differences between the financial statement carrying amounts and the tax bases of the Company’s assets and liabilities using statutory tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. The Company assesses the likelihood that the deferred tax assets will be recovered from future taxable income and, if recovery is not more likely than not, the Company establishes a valuation allowance to reduce the deferred tax assets to the amounts expected to be realized. Realization of the deferred tax assets is dependent on the Company generating sufficient taxable income in future years to obtain a benefit from the reversal of temporary differences and from net operating losses. The Company utilizes a two-step approach to recognizing and measuring uncertain tax positions. The first step is to determine whether the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes. If the first test is met, then the second step is to measure the tax benefit as the largest amount which is more than 50% likely of being realized upon ultimate settlement. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net loss and other gains and losses affecting equity that are excluded from net loss. These consist of foreign currency translation adjustments. |
Segment Information | Segment Information The Company reports segment information based on the internal reporting used by the chief operating decision maker for making decisions and assessing performance as the source of the Company’s reportable segments. As of October 1, 2021, the Company determined that there was a change in the internal reporting for such information reviewed by the chief operating decision maker. As a result, the Company determined that it has one reportable segment. The chief operating decision maker reviews financial information on a consolidated basis, accompanied by more detailed revenue information for Commercial Enterprise and Government & Regulated Industries (see Note 8), but does not evaluate other metrics such as cost of revenue, operating expenses, total assets, net income (loss), capital expenditures, goodwill or other intangible assets financial information on a more disaggregated basis. The Company’s revenues are generated primarily in the United States and it therefore does not report additional information on geographic segments. |
Significant Customers | Significant Customers One individual customer accounted for 10 % or more of the Company’s revenue for the years ended December 31, 2022 and 2021 . One individual customers accounted for 10 % or more of the Company’s accounts receivable as of December 31, 2022, and two individual customers accounted for 10 % or more of accounts receivable as of December 31, 2021 . |
Concentration of Risk | Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with what management believes are quality financial institutions in the United States and management reviews its capital investment policies on an annual basis. At times, the value of the United States deposits exceeds federally insured limits. The Company has not experienced any losses in such accounts. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements 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. In August 2020, the FASB issued ASU No. 2020—06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity , which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The Company early adopted the standard as of January 1, 2021 and applied this guidance to the convertible senior notes issued in November 2021. Refer to Note 4 for additional information. |
Recently Issued Accounting Pronouncements | 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 will adopt on January 1, 2023 and the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. 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 will adopt on January 1, 2023 and the adoption of this guidance is not expected to have a material impact on the Company's consolidated financial statements. |
Presentation and Summary of S_3
Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Tables Reflecting Impact of Adjustments to Specific Line Items Presented in Previously Reported Consolidated Financial Statements | The following tables reflect the impact of the adjustments to the specific line items presented in the Company’s previously reported consolidated financial statements as of and for the year-ended December 31, 2021 (in thousands, except per share amounts): Consolidated Balance Sheet As of December 31, 2021 As Reported Adjustment As Adjusted Intangible assets, net $ 88,247 $ 5,625 $ 93,872 Goodwill 34,058 7,970 42,028 Total assets 504,752 13,595 518,347 Contingent consideration, current 19,988 65 20,053 Total current liabilities 191,276 65 191,341 Contingent consideration, non-current 24,737 6,796 31,533 Other non-current liabilities 13,078 813 13,891 Total liabilities 424,173 7,674 431,847 Accumulated deficit ( 350,958 ) 5,921 ( 345,037 ) Total stockholders' equity 80,579 5,921 86,500 Total liabilities and stockholders' equity 504,752 13,595 518,347 Consolidated Statement of Operations and Comprehensive Loss Year Ended December 31, 2021 As Reported Adjustment As Adjusted General and administrative $ 97,918 $ ( 6,251 ) $ 91,667 Amortization 8,497 375 8,872 Total operating expenses 182,554 ( 5,876 ) 176,678 Loss from operations ( 67,249 ) 5,876 ( 61,373 ) Loss before provision for income taxes ( 67,849 ) 5,876 ( 61,973 ) Provision for income taxes 2,744 ( 45 ) 2,699 Net loss ( 70,593 ) 5,921 ( 64,672 ) Basic and diluted net loss per share ( 2.12 ) 0.18 ( 1.94 ) Total comprehensive loss ( 70,763 ) 5,921 ( 64,842 ) Consolidated Statement of Stockholders’ Equity Accumulated Deficit As Reported Adjustment As Adjusted Net loss $ ( 70,593 ) $ 5,921 $ ( 64,672 ) Balance as of December 31, 2021 ( 350,958 ) 5,921 ( 345,037 ) Total Stockholders' Equity Net loss ( 70,593 ) 5,921 ( 64,672 ) Balance as of December 31, 2021 80,579 5,921 86,500 Consolidated Statement of Cash Flows Year Ended December 31, 2021 As Reported Adjustment As Adjusted Cash flows from operating activities: Net loss $ ( 70,593 ) $ 5,921 $ ( 64,672 ) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization 9,035 375 9,410 Change in fair value of contingent consideration 18,325 ( 6,251 ) 12,074 Change in deferred taxes — ( 45 ) ( 45 ) |
Business Combinations (Tables)
Business Combinations (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
VSL Acquisition [Member] | |
Summary of Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the VSL Acquisition Consideration (in thousands): VSL Acquisition Consideration Amount Cash consideration at closing $ 1,700 Deferred consideration 252 Total $ 1,952 The 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): Allocation of VSL Acquisition Consideration** Amount 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. |
VocaliD [Member] | |
Summary of Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the VocaliD Acquisition Consideration (in thousands): VocaliD Acquisition Consideration Amount Cash consideration at closing $ 1,609 Deferred consideration 1,785 Net working capital adjustment ( 10 ) Total $ 3,384 The 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): Allocation of VocaliD Acquisition Consideration** Amount 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 Allocation of Acquisition & Merger Consideration | The following table summarizes the fair value of the March Acquisition Consideration (in thousands): March Acquisition Consideration Amount 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 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): Allocation of March Acquisition Consideration** Amount 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 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): Year Ended 2021 Net revenue $ 148,129 Loss before provision for income taxes ( 67,873 ) Net loss ( 71,003 ) |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 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: Year Ended 2022 2021 Numerator Net loss $ ( 25,557 ) $ ( 64,672 ) Denominator Weighted-average common shares outstanding 36,034,135 33,310,794 Less: Weighted-average shares subject to repurchase ( 575 ) ( 12,412 ) Denominator for basic and diluted net loss per share attributable to common stockholders 36,033,560 33,298,382 Basic and diluted net loss per share $ ( 0.71 ) $ ( 1.94 ) |
Effect of Anti-dilutive Securities | The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive: Year Ended 2022 2021 Common stock options and restricted stock units 10,511,320 9,913,421 Warrants to purchase common stock 496,612 548,374 Common stock issuable in connection with convertible senior notes 5,406,874 5,475,369 16,414,806 15,937,164 |
Financial Instruments (Tables)
Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Cash and Cash Equivalents | The Company’s money market funds are categorized as Level 1 within the fair value hierarchy. As of December 31, 2022, the Company’s cash and cash equivalents were as follows: Gross Cash and Unrealized Fair Cash Cost Losses Value Equivalents Cash $ 183,381 $ — $ 183,381 $ 183,381 Level 1: Money market funds 1,042 — 1,042 1,042 Total $ 184,423 $ — $ 184,423 $ 184,423 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 December 31, 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 $ ( 10,629 ) $ ( 20,816 ) $ 21,384 $ 8,067 Contingent consideration, non-current 21,384 — — ( 21,384 ) — Total $ 39,512 $ ( 10,629 ) $ ( 20,816 ) $ — $ 8,067 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 |
Summary of Quantitative Information with Respect to Significant Unobservable Inputs | The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the 2020 Performance Warrant: Performance Warrant Volatility 85 % Risk-free rate 0.3 % Term 4 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Amount of Goodwill | The carrying amount of goodwill was $ 46,498 as of December 31, 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 ( 18 ) Balance at December 31, 2022 $ 46,498 |
Summary of Finite-Lived Intangible Assets Resulting from Business Acquisitions and Other Purchases | The following table sets forth the Company’s finite-lived intangible assets resulting from business acquisitions and other purchases, which continue to be amortized: December 31, 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 2.1 33,800 ( 15,512 ) 18,288 29,600 ( 7,647 ) 21,953 Customer and supplier relationships 4.8 81,800 ( 22,091 ) 59,709 79,300 ( 9,449 ) 69,851 Noncompete agreements 0.0 800 ( 800 ) — 800 ( 683 ) 117 Trademarks and trade names 3.9 2,300 ( 633 ) 1,667 2,100 ( 216 ) 1,884 Total 3.8 $ 122,782 $ ( 43,118 ) $ 79,664 $ 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 December 31, 2022: 2023 $ 20,477 2024 17,957 2025 15,507 2026 10,574 2027 10,574 Thereafter 4,575 Total $ 79,664 |
Consolidated Financial Statem_2
Consolidated Financial Statements Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Accounts Receivable, Net | Accounts receivable consisted of the following: As of December 31, December 31, Accounts receivable — Managed Services (1) $ 27,670 $ 21,347 Accounts receivable — Software Products & Services (2) 26,969 59,568 Accounts receivable — Other 2,181 4,926 56,820 85,841 Less: allowance for doubtful accounts ( 819 ) ( 778 ) Accounts receivable, net $ 56,001 $ 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 December 31, December 31, Property and equipment $ 8,532 $ 4,262 Leasehold improvements 250 167 8,782 4,429 Less: accumulated depreciation ( 3,491 ) ( 2,873 ) Property, equipment and improvements, net $ 5,291 $ 1,556 |
Summary of Accounts Payable | Accounts payable consisted of the following: As of December 31, December 31, Accounts payable — Managed Services (1) $ 17,972 $ 23,613 Accounts payable — Other 18,766 23,098 Total $ 36,738 $ 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: Year Ended 2022 2021 Commercial Enterprise $ 145,899 $ 111,274 Government & Regulated Entities 3,829 4,031 Total revenue $ 149,728 $ 115,305 |
Summary of Presentation of Revenues | The table below illustrates the presentation of our revenues based on the above definitions: Year Ended Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services (1) $ 80,749 $ 3,829 $ 84,578 Managed Services Advertising 44,665 — 44,665 Licensing 20,485 — 20,485 Total Managed Services 65,150 — 65,150 Total Revenue $ 145,899 $ 3,829 $ 149,728 Year Ended Government & Commercial Regulated Enterprise Industries Total Total Software Products & Services (1) $ 55,484 $ 4,031 $ 59,515 Managed Services Advertising 40,800 — 40,800 Licensing 14,990 — 14,990 Total Managed Services 55,790 — 55,790 Total Revenue $ 111,274 $ 4,031 $ 115,305 |
Schedule of Other Income (Expense), Net | Other income (expense), net for the periods presented was comprised of the following: Year Ended 2022 2021 Interest expense, net $ ( 4,862 ) $ ( 538 ) Gain on debt extinguishment $ 19,097 — Other 512 ( 62 ) Other income (expense), net $ 14,747 $ ( 600 ) |
Leases, Commitments and Conti_2
Leases, Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 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 ) $ ( 677 ) $ ( 345,714 ) |
Summary of Future Minimum Rentals Under Leases | 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, 2022 are as follows: Years ended December 31, 2023 $ 2,263 2024 1,814 2025 2 Total future minimum lease payments, including short-term leases 4,079 Less: future minimum lease payments for short-term leases ( 158 ) Less: imputed interest ( 299 ) Present value of future minimum lease payments, excluding short-term leases $ 3,622 Less: current portion of operating lease liabilities ( 2,112 ) Non-current portion of operating lease liabilities 1,510 Years ended December 31, Sublease Income 2023 $ 1,297 2024 1,034 Total sublease income $ 2,331 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 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Summary of Warrants Outstanding | The table below summarizes the warrants outstanding at December 31, 2022: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.61 145,945 April 2018 5 $ 11.73 20,000 April 2020 Performance Warrant 3.7 $ 3.01 330,667 496,612 The table below summarizes the warrants outstanding at December 31, 2021: Number of Exercise Shares of Issuance Date Life in Years Price Common Stock Various dates in 2017 10 $ 13.61 145,945 April 2018 5 $ 11.73 20,000 April 2020 Performance Warrant 3.7 $ 3.01 330,667 496,612 |
Stock Plans (Tables)
Stock Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Schedule of Stock-based Compensation Expense | Year Ended 2022 2021 Stock-based compensation expense by type of award: Restricted stock units $ 13,044 $ 19,088 Stock awards — 19 Performance-based stock options — 16,315 Stock options 5,304 3,720 Employee stock purchase plan 728 423 Common stock issued for services 39 500 Total stock-based compensation expense $ 19,115 $ 40,065 Stock-based compensation expense by operating expense grouping: Cost of revenue $ 116 $ 116 Sales and marketing 2,263 1,716 Research and development 5,056 3,217 General and administrative 11,680 35,016 Total stock-based compensation expense 19,115 40,065 S |
Schedule of Restricted Stock Unit Activity | The Company’s restricted stock unit activity for the year ended December 31, 2022 was as follows: Weighted Average Grant Shares Date Fair Value Unvested at December 31, 2021 886,461 $ 32.56 Granted 768,964 $ 13.13 Forfeited ( 67,444 ) $ 24.86 Vested ( 539,147 ) $ 36.16 Unvested at December 31, 2022 1,048,834 $ 15.28 |
Schedule of Stock Option Activity | The activity during the year ended December 31, 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 721,717 $ 11.01 Exercised ( 68,761 ) $ 5.35 Forfeited ( 228,065 ) $ 19.58 Expired ( 65,714 ) $ 15.31 Outstanding at December 31, 2022 5,867,785 $ 14.53 5.76 years $ 1,270 Exercisable at December 31, 2022 4,604,406 $ 14.18 4.88 years $ 977 |
Employee Stock Purchase Plan [Member] | |
Summary of Fair Value Assumptions of Stock Purchase Plan | The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2022 and 2021 are set forth in the table below: Year ended Year Ended Expected term (in years) 0.5 - 2.0 0.5 - 2.0 Expected volatility 67 % - 119 % 67 % - 119 % Risk-free interest rate 0.1 % - 3.0 % 0.1 % Expected dividend yield — — |
Stock Options [Member] | |
Schedule of Fair Value Assumptions | The following assumptions were used to compute the grant date fair values of the stock options granted during the years ended December 31, 2022 and 2021: Year ended Year Ended Expected term (in years) 5.5 - 6.8 5.5 - 6.1 Expected volatility 82 % - 92 % 80 % - 83 % Risk-free interest rate 1.7 % - 3.7 % 0.6 % - 1.4 % Expected dividend yield — — |
Performance-based Stock Options [Member] | |
Schedule of Stock Option Activity | The activity during the year ended December 31, 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 ( 46,291 ) $ 5.64 Expired ( 25,471 ) $ 5.46 Outstanding at December 31, 2022 3,762,679 $ 11.15 5.51 years $ 1 Exercisable at December 31, 2022 3,762,679 $ 11.15 5.51 years $ 1 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Before Provision for Income Taxes | The components of the Company’s loss before the provision for income taxes consisted of the following: Year Ended 2022 2021 United States of America $ ( 18,309 ) $ ( 81,841 ) Foreign ( 4,939 ) 19,868 Total $ ( 23,248 ) $ ( 61,973 ) |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following for the years ended December 31, 2022 and 2021: Year Ended 2022 2021 Current Federal $ 1,001 $ 249 State 384 99 Foreign 2,486 2,988 Total current provision 3,871 3,336 Deferred Federal 723 ( 10,549 ) State 779 ( 6,197 ) Foreign ( 2,331 ) ( 565 ) Change in valuation allowance ( 733 ) 16,674 Total deferred benefit ( 1,562 ) ( 637 ) Total provision for income taxes $ 2,309 $ 2,699 |
Reconciliation of Statutory U.S. Federal Income Tax Rate to Company's Effective Tax Rate | A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2022 and 2021 is as follows: Year Ended 2022 2021 Tax, computed at the federal statutory rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.75 9.59 Impact of foreign operations ( 32.93 ) ( 3.60 ) Research and development credits 5.74 1.57 Stock-based compensation ( 13.57 ) 7.08 Earn-out revaluation 22.86 ( 4.95 ) Meals, entertainment and other ( 0.49 ) ( 8.01 ) Change in valuation allowance ( 13.29 ) ( 27.04 ) (Provision for) benefit from income taxes ( 9.93 )% ( 4.36 )% |
Components of Deferred Income Tax Assets and Liabilities | The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2022 and 2021 were as follows: Year Ended 2022 2021 Net operating loss carryforwards $ 44,512 $ 55,385 Stock-based compensation 19,722 21,003 Accrued expenses 289 1,146 Capitalized research and development 9,268 — Lease liability 884 — Research credits 6,617 4,632 Other 1,246 669 Total gross deferred tax assets 82,538 82,835 Valuation allowance ( 81,051 ) ( 81,784 ) Total deferred tax assets 1,487 1,051 Right of use assets ( 408 ) — Unremitted foreign earnings ( 1,012 ) — Other ( 166 ) — Other - fixed assets and intangibles ( 269 ) ( 589 ) Acquired intangibles ( 10,281 ) ( 12,180 ) Total deferred tax liabilities ( 12,136 ) ( 12,769 ) Net deferred tax liabilities $ ( 10,649 ) $ ( 11,718 ) |
Summary of Valuation Allowance | The change in the valuation allowance for the years ended December 31, 2022 and 2021 is as follows: Year Ended 2022 2021 Valuation allowance, at beginning of year $ 81,784 $ 65,110 Increase in valuation allowance ( 733 ) 16,674 Valuation allowance, at end of year $ 81,051 $ 81,784 |
Schedule of Reconciliation of Unrecognized Tax Benefits | A reconciliation of the unrecognized tax benefits from January 1, 2021 to December 31, 2022 is as follows: Year Ended 2022 2021 Unrecognized tax benefits as of January 1 $ 1,111 $ 720 Gross increase for tax positions of prior years ( 2 ) — Gross increase for tax positions of current year 541 391 Unrecognized tax benefits balance at December 31 $ 1,650 $ 1,111 |
Presentation and Summary of S_4
Presentation and Summary of Significant Accounting Policies - Consolidated Balance Sheet (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Significant Accounting Policies [Line Items] | ||||
Intangible assets, net | $ 79,664 | $ 93,872 | ||
Goodwill | 46,498 | 42,028 | ||
Total assets | 424,752 | 518,347 | ||
Contingent consideration, current | 8,067 | 20,053 | ||
Total current liabilities | 193,323 | 191,341 | ||
Contingent consideration, non-current | 31,533 | |||
Other non-current liabilities | 13,811 | $ 14,948 | 13,891 | |
Total liabilities | 344,901 | 431,847 | ||
Accumulated deficit | (371,271) | $ (345,714) | (345,037) | |
Total stockholders' equity | 79,851 | 86,500 | $ 88,210 | |
Total liabilities and stockholders' equity | $ 424,752 | 518,347 | ||
As Reported [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets, net | 88,247 | |||
Goodwill | 34,058 | |||
Total assets | 504,752 | |||
Contingent consideration, current | 19,988 | |||
Total current liabilities | 191,276 | |||
Contingent consideration, non-current | 24,737 | |||
Other non-current liabilities | 13,078 | |||
Total liabilities | 424,173 | |||
Accumulated deficit | (350,958) | |||
Total stockholders' equity | 80,579 | |||
Total liabilities and stockholders' equity | 504,752 | |||
Adjustment [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Intangible assets, net | 5,625 | |||
Goodwill | 7,970 | |||
Total assets | 13,595 | |||
Contingent consideration, current | 65 | |||
Total current liabilities | 65 | |||
Contingent consideration, non-current | 6,796 | |||
Other non-current liabilities | 813 | |||
Total liabilities | 7,674 | |||
Accumulated deficit | 5,921 | |||
Total stockholders' equity | 5,921 | |||
Total liabilities and stockholders' equity | $ 13,595 |
Presentation and Summary of S_5
Presentation and Summary of Significant Accounting Policies - Consolidated Statement of Operations and Comprehensive Loss (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||
General and administrative | $ 44,177 | $ 91,667 |
Amortization | 21,180 | 8,872 |
Total operating expenses | 187,723 | 176,678 |
Loss from operations | (37,995) | (61,373) |
Loss before provision for income taxes | (23,248) | (61,973) |
Provision for income taxes | 2,309 | 2,699 |
Net loss | $ (25,557) | $ (64,672) |
Basic net loss per share | $ (0.71) | $ (1.94) |
Diluted net loss per share | $ (0.71) | $ (1.94) |
Total comprehensive loss | $ (25,529) | $ (64,842) |
As Reported [Member] | ||
Significant Accounting Policies [Line Items] | ||
General and administrative | 97,918 | |
Amortization | 8,497 | |
Total operating expenses | 182,554 | |
Loss from operations | (67,249) | |
Loss before provision for income taxes | (67,849) | |
Provision for income taxes | 2,744 | |
Net loss | $ (70,593) | |
Basic net loss per share | $ (2.12) | |
Diluted net loss per share | $ (2.12) | |
Total comprehensive loss | $ (70,763) | |
Adjustment [Member] | ||
Significant Accounting Policies [Line Items] | ||
General and administrative | (6,251) | |
Amortization | 375 | |
Total operating expenses | (5,876) | |
Loss from operations | 5,876 | |
Loss before provision for income taxes | 5,876 | |
Provision for income taxes | (45) | |
Net loss | $ 5,921 | |
Basic net loss per share | $ 0.18 | |
Diluted net loss per share | $ 0.18 | |
Total comprehensive loss | $ 5,921 |
Presentation and Summary of S_6
Presentation and Summary of Significant Accounting Policies - Consolidated Statement of Stockholders' Equity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||
Net loss | $ (25,557) | $ (64,672) |
Ending Balance | 79,851 | 86,500 |
As Reported [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net loss | (70,593) | |
Ending Balance | 80,579 | |
Adjustment [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net loss | 5,921 | |
Ending Balance | 5,921 | |
Accumulated Deficit [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net loss | (25,557) | (64,672) |
Ending Balance | $ (371,271) | (345,037) |
Accumulated Deficit [Member] | As Reported [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net loss | (70,593) | |
Ending Balance | (350,958) | |
Accumulated Deficit [Member] | Adjustment [Member] | ||
Significant Accounting Policies [Line Items] | ||
Net loss | 5,921 | |
Ending Balance | $ 5,921 |
Presentation and Summary of S_7
Presentation and Summary of Significant Accounting Policies - Consolidated Statement of Cash Flows (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (25,557) | $ (64,672) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 22,493 | 9,410 |
Change in fair value of contingent consideration | (22,721) | 12,074 |
Change in deferred taxes | $ (1,562) | (45) |
As Reported [Member] | ||
Cash flows from operating activities: | ||
Net loss | (70,593) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 9,035 | |
Change in fair value of contingent consideration | 18,325 | |
Adjustment [Member] | ||
Cash flows from operating activities: | ||
Net loss | 5,921 | |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 375 | |
Change in fair value of contingent consideration | (6,251) | |
Change in deferred taxes | $ (45) |
Presentation and Summary of S_8
Presentation and Summary of Significant Accounting Policies - Additional Information (Details) | 12 Months Ended | |||
Jun. 10, 2022 | Dec. 31, 2022 USD ($) Customer Segment | Dec. 31, 2021 USD ($) Customer | Jan. 01, 2022 USD ($) | |
Significant Accounting Policies [Line Items] | ||||
Positive (negative) cash flows from operations | $ 3,737,000 | $ 7,234,000 | ||
Net loss | 25,557,000 | 64,672,000 | ||
Accumulated deficit | 371,271,000 | 345,037,000 | $ 345,714,000 | |
Proceeds from issuances of stock under employee stock plans, net | 1,347,000 | 7,905,000 | ||
Proceeds from the exercise of warrants | 2,279,000 | |||
Cash and cash equivalents | 184,423,000 | 254,722,000 | ||
Impairment of property, equipment and improvements | 0 | 0 | ||
Amortization periods of Intangible assets | 3 years | |||
Impairment of goodwill | 0 | 0 | ||
Impairment of long-lived assets | 0 | 0 | ||
Transaction price remaining performance obligations | $ 6,795,000 | |||
Transaction price remaining performance obligations percentage | 57% | |||
Advertising and marketing costs | $ 6,613,000 | 2,681,000 | ||
Capitalized software development costs | $ 4,188,000 | $ 413,000 | ||
Number of reportable segment | Segment | 1 | |||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | |||
Significant Customer [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 1 | 1 | ||
Concentration risk percentage | 10% | 10% | ||
Advertising [Member] | Significant Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Number of major customers | Customer | 1 | 2 | ||
Concentration risk percentage | 10% | 10% | ||
Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Operating lease right-of-use assets | $ 1,755,000 | |||
Minimum [Member] | June 2018 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Weighted volatility of common stock | 25% | |||
Weighted volatility of peer company | 50% | |||
Maximum [Member] | June 2018 [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Weighted volatility of common stock | 50% | |||
Weighted volatility of peer company | 75% | |||
Developed Technology [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 3 years | |||
Developed Technology [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 5 years | |||
Customer and Supplier Relationships [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 5 years | |||
Customer and Supplier Relationships [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 7 years | |||
Noncompete Agreements [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 3 years | |||
Noncompete Agreements [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 4 years | |||
Trademarks and Trade Names [Member] | Minimum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 2 years | |||
Trademarks and Trade Names [Member] | Maximum [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 10 years | |||
Property and Equipment [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Useful lives of property, equipment and improvements | 3 years | |||
Leasehold Improvements [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Useful lives of property, equipment and improvements | 5 years | |||
Useful lives of property, equipment and improvements | 5 years or the remaining lease term, whichever is shorter | |||
Software Development Costs [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Amortization periods of Intangible assets | 3 years |
Presentation and Summary of S_9
Presentation and Summary of Significant Accounting Policies - Additional Information (Details 1) | Dec. 31, 2022 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Significant Accounting Policies [Line Items] | |
Expected Recognition of revenue over remaining contract terms | 12 months |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||||||||
Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Sep. 14, 2021 | Jul. 31, 2021 | Sep. 30, 2022 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||||||||||
Estimated useful lives | 3 years | |||||||||
Tax rate | (9.93%) | (4.36%) | ||||||||
Deferred tax assets, valuation allowance | $ 81,051,000 | $ 81,784,000 | $ 65,110,000 | |||||||
Revenue | 149,728,000 | 115,305,000 | ||||||||
Net loss | (25,557,000) | $ (64,672,000) | ||||||||
Israeli [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Tax rate | 23% | 12% | ||||||||
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] | ||||||||||
Total 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 | |||||||||
Net working capital adjustment | (10,000) | |||||||||
Deferred consideration | 1,785,000 | |||||||||
Tax deductible goodwill, acquisition | 0 | |||||||||
Deferred tax liability | 663,000 | |||||||||
VocaliD [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total intangible assets | 2,700,000 | |||||||||
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 | |||||||||
Total 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 | |||||||||
Net working capital adjustment | 37,000 | |||||||||
Deferred consideration | 2,707,000 | |||||||||
Tax deductible goodwill, acquisition | $ 2,842,000 | |||||||||
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 | |||||||||
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] | ||||||||||
Business acquisition, effective date of acquisition | Sep. 14, 2021 | |||||||||
Business acquisition, percentage of ownership interests acquired | 100% | |||||||||
Business acquisition, name of acquired entity | PandoLogic Ltd | |||||||||
Business acquisition, date of acquisition agreement | Jul. 21, 2021 | |||||||||
Total consideration | $ 135,563,000 | |||||||||
Cash payment | 58,733,000 | |||||||||
Total intangible assets | 92,000,000 | |||||||||
Equity consideration at closing | 31,500,000 | |||||||||
Contingent earnout | 44,900,000 | |||||||||
Net working capital adjustment | 5,818,000 | |||||||||
Contingent earnout | 39,512,000 | |||||||||
Deferred tax liability | $ 12,686,000 | 0 | ||||||||
Deferred tax assets | 0 | |||||||||
Goodwill not deductible for tax purposes | 33,111,000 | |||||||||
Deferred tax assets, valuation allowance | $ 0 | |||||||||
Pandologic Ltd [Member] | Israeli [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Tax rate | 12% | 23% | ||||||||
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 | |||||||||
Pandologic Ltd [Member] | Contingent Consideration | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent earnout | $ 39,512,000 | |||||||||
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] | ||||||||||
Total intangible assets | $ 20,000,000 | |||||||||
Estimated useful lives | 4 years | |||||||||
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 | |||||||||
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 | |||||||||
Net working capital adjustment | 10,000 | |||||||||
Deferred consideration | $ 1,785,000 | |||||||||
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 | |||||||||
Settlement of pre-existing receivable | 976,000 | |||||||||
Acquired cash | 684,000 | |||||||||
Net working capital adjustment | 37,000 | |||||||||
Deferred consideration | 2,707,000 | |||||||||
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] | ||||||||||
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 Allocation of Acquisition Consideration (Details) - USD ($) | Dec. 31, 2022 | Aug. 11, 2022 | Jun. 10, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | Sep. 14, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 46,498,000 | $ 42,028,000 | ||||
VSL Acquisition [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts receivable | $ 57,000 | |||||
Property and equipment | 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 | 1,088,000 | |||||
Prepaid and other current assets | 120,000 | |||||
Property and equipment | 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 | 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_3
Business Combinations - Summary of Valuation of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 10, 2022 | Mar. 01, 2022 | Sep. 14, 2021 |
Business Acquisition [Line Items] | |||
Estimated useful lives | 3 years | ||
March2022 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 2,700 | ||
March2022 Acquisition [Member] | Minimum [Member] | |||
Business Acquisition [Line Items] | |||
Estimated useful lives | 3 years | ||
March2022 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] | March2022 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 | ||
Developed Technology [Member] | Pandologic Ltd [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 20,000 | ||
Estimated useful lives | 4 years | ||
Trade Name [Member] | March2022 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 | ||
Brand Relationships [Member] | March2022 Acquisition [Member] | |||
Business Acquisition [Line Items] | |||
Total intangible assets | $ 1,300 | ||
Estimated useful lives | 3 years |
Business Combinations - Summa_4
Business Combinations - Summary of Unaudited Proforma Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combinations [Abstract] | |
Net revenue | $ 148,129 |
Loss before provision for income taxes | (67,873) |
Net loss | $ (71,003) |
Debt - Additional Information (
Debt - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Nov. 30, 2021 USD ($) Days $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Nov. 16, 2021 $ / shares | |
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 141,250,000 | |||
Number of trading days (whether or not consecutive) | Days | 20 | |||
Gain on debt extinguishment | 19,097,000 | |||
Unamortized transaction costs | 1,500,000 | |||
Debt reacquisition costs | 400,000 | |||
Amortization of debt issuance costs | 1,191,000 | |||
Convertible debt, if-converted value in excess of principal | $ 0 | |||
Payment for capped call transactions | $ 18,600,000 | |||
Initial cap price | $ / shares | $ 48.55 | |||
Unwinding of capped calls related to convertible notes repurchase | $ 276,000 | |||
Premium over last reported sale price, percentage | 75% | |||
Sale price of common stock | $ / shares | $ 27.74 | |||
Strike price | $ / shares | $ 35.76 | |||
1.75% Convertible Senior Notes Due 2026 [Member] | ||||
Debt Instrument [Line Items] | ||||
Aggregate principal amount | $ 201,300,000 | |||
Debt instrument, interest rate | 1.75% | 1.75% | ||
Additional principal amount | $ 26,250,000 | |||
Debt instrument, 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. | |||
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% | |||
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 | |||
Interest expense | $ 4,700,000 | $ 500,000 | ||
Effective annual interest rate | 2.42% | 2.42% | ||
Approximates fair value of convertible notes | $ 85,800,000 | |||
Unwinding of capped calls related to convertible notes repurchase | $ 300,000 | |||
65 % Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate | 65% | |||
Repurchase of debt instrument | $ 60,000,000 |
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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | ||
Net loss | $ (25,557) | $ (64,672) |
Denominator | ||
Weighted-average common shares outstanding | 36,034,135 | 33,310,794 |
Less: Weighted-average shares subject to repurchase | (575) | (12,412) |
Denominator for basic and diluted net loss per share attributable to common stockholders | 36,033,560 | 33,298,382 |
Basic net loss per share | $ (0.71) | $ (1.94) |
Diluted net loss per share | $ (0.71) | $ (1.94) |
Net Loss Per Share - Effect of
Net Loss Per Share - Effect of Anti-dilutive Securities (Detail) - shares | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 16,414,806 | 15,937,164 |
Employee Stock Option and Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 10,511,320 | 9,913,421 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Effect of Anti-dilutive Securities | 496,612 | 548,374 |
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 | 5,406,874 | 5,475,369 |
Financial Instruments - Schedul
Financial Instruments - Schedule of Cash and Cash Equivalents (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | $ 184,423 | $ 254,722 |
Total Cash and Debt Securities | 184,423 | 254,722 |
Total Fair Value, Cash and Debt Securities | 184,423 | 254,722 |
Cash [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 183,381 | 253,693 |
Fair Value, Cash | 183,381 | 253,693 |
Level 1 [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Cash and cash equivalents | 1,042 | 1,029 |
Cash and cash equivalents gross before unrealized losses | 1,042 | 1,029 |
Fair Value, Cash | $ 1,042 | $ 1,029 |
Financial Instruments - Additio
Financial Instruments - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Sep. 30, 2022 | Apr. 30, 2020 | Apr. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 16, 2021 | |
Schedule Of Available For Sale Securities [Line Items] | |||||||
Sale price of common stock | $ 27.74 | ||||||
Impairment | $ 0 | ||||||
Performance Warrant [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Warrants to purchase common stock | 400,000 | ||||||
Warrant exercise price | $ 3.01 | ||||||
Warrant exercisable | 133,333 | ||||||
Warrant exercisable date | Dec. 31, 2023 | ||||||
Fair value of warrants | $ 43,000 | ||||||
Performance Warrant [Member] | First Installment [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Warrant exercisable | 133,333 | ||||||
April 2018 Warrant [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Warrants to purchase common stock | 20,000 | ||||||
Warrant exercise price | $ 11.73 | $ 11.73 | $ 11.73 | ||||
Warrant exercisable date | Apr. 06, 2023 | ||||||
Warrants maturity period | 5 years | 5 years | 5 years | ||||
Fair value of warrants | $ 207,000 | ||||||
Other Noncurrent Assets [Member] | |||||||
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 price of common stock | $ 20.53 | ||||||
Minimum [Member] | |||||||
Schedule Of Available For Sale Securities [Line Items] | |||||||
Contingent earnout | $ 10,825,000 |
Financial Instruments - Sched_2
Financial Instruments - Schedule of Contingent Consideration Liabilities Current and Non-current Balances (Details) - Level 3 [Member] - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Contingent Consideration Liabilities [Line Items] | ||
Cost | $ 39,512 | $ 39,512 |
Changes in Fair Value | (10,629) | 12,074 |
Amount Paid To Date | (20,816) | |
Fair Value | 8,067 | 51,586 |
Contingent Consideration | 51,586 | |
Contingent Consideration, Current [Member] | ||
Contingent Consideration Liabilities [Line Items] | ||
Cost | 18,128 | 18,128 |
Changes in Fair Value | (10,629) | 1,925 |
Amount Paid To Date | (20,816) | |
Reclass from Non-current to Current | 21,384 | |
Fair Value | 8,067 | 20,053 |
Contingent Consideration | 20,053 | |
Contingent Consideration, Noncurrent [Member] | ||
Contingent Consideration Liabilities [Line Items] | ||
Cost | 21,384 | 21,384 |
Changes in Fair Value | 10,149 | |
Reclass from Non-current to Current | $ (21,384) | |
Fair Value | 31,533 | |
Contingent Consideration | $ 31,533 |
Financial Instruments - Summary
Financial Instruments - Summary of Quantitative Information with Respect to Significant Unobservable Inputs (Detail) - Performance Warrant [Member] | Dec. 31, 2022 |
Volatility [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 85 |
Risk-free Rate [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants, measurement input | 0.3 |
Term [Member] | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Warrants term | 4 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Carrying amount of goodwill | $ 46,498 | $ 42,028 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule of Carrying Amount of Goodwill (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Finite Lived Intangible Assets [Line Items] | |
Goodwill, Beginning Balance | $ 42,028 |
Foreign currency translation/other | (18) |
Goodwill, Ending Balance | 46,498 |
March 2022 Acquisition [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition | 2,904 |
VocaliD [Member] | |
Finite Lived Intangible Assets [Line Items] | |
Acquisition | 1,170 |
Vision Semantics Limited [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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 9 months 18 days | |
Gross Carrying Amount | $ 122,782 | $ 115,882 |
Accumulated Amortization | (43,118) | (22,010) |
Net Carrying Amount | $ 79,664 | 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 1 month 6 days | |
Gross Carrying Amount | $ 33,800 | 29,600 |
Accumulated Amortization | (15,512) | (7,647) |
Net Carrying Amount | $ 18,288 | 21,953 |
Customer and Supplier Relationships [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 4 years 9 months 18 days | |
Gross Carrying Amount | $ 81,800 | 79,300 |
Accumulated Amortization | (22,091) | (9,449) |
Net Carrying Amount | $ 59,709 | 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 | |
Trademarks and Trade Names [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Weighted Average Remaining Useful Life (in years) | 3 years 10 months 24 days | |
Gross Carrying Amount | $ 2,300 | 2,100 |
Accumulated Amortization | (633) | (216) |
Net Carrying Amount | $ 1,667 | $ 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 | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 | $ 20,477 | |
2024 | 17,957 | |
2025 | 15,507 | |
2026 | 10,574 | |
2027 | 10,574 | |
Thereafter | 4,575 | |
Net Carrying Amount | $ 79,664 | $ 93,872 |
Consolidated Financial Statem_3
Consolidated Financial Statements Details - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Financial Statements, Captions [Line Items] | ||
Cash and cash equivalents | $ 184,423 | $ 254,722 |
Depreciation Expense | 1,312 | 538 |
Property and equipment | 8,532 | 4,262 |
Property and equipment, work in progress not yet placed in service | 1,192 | |
Depreciation of internal use software development cost | 418 | 65 |
Write-off/disposal of property and equipment and leasehold improvements | 3,852 | |
Loss on disposal | 1,894 | |
Advertising Customers [Member] | ||
Condensed Financial Statements, Captions [Line Items] | ||
Cash received | $ 93,118 | $ 66,401 |
Consolidated Financial Statem_4
Consolidated Financial Statements Details - Summary of Accounts Receivable,Net (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, gross | $ 56,820 | $ 85,841 |
Less: allowance for doubtful accounts | (819) | (778) |
Accounts receivable, net | 56,001 | 85,063 |
Managed Services [Member] | ||
Accounts receivable, gross | 27,670 | 21,347 |
Software Products & Services [Member] | ||
Accounts receivable, gross | 26,969 | 59,568 |
Other [Member] | ||
Accounts receivable, gross | $ 2,181 | $ 4,926 |
Consolidated Financial Statem_5
Consolidated Financial Statements Details - Summary of Property Equipment and Improvements, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Abstract] | ||
Property and equipment | $ 8,532 | $ 4,262 |
Leasehold improvements | 250 | 167 |
Property, equipment and improvements, gross | 8,782 | 4,429 |
Less: accumulated depreciation | (3,491) | (2,873) |
Property, equipment and improvements, net | $ 5,291 | $ 1,556 |
Consolidated Financial Statem_6
Consolidated Financial Statements Details - Accounts Payable (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts payable — Managed Services | $ 17,972 | $ 23,613 |
Accounts payable — Other | 18,766 | 23,098 |
Total | $ 36,738 | $ 46,711 |
Consolidated Financial Statem_7
Consolidated Financial Statements Details - Summary of Revenue (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 149,728 | $ 115,305 |
Commercial Enterprise [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | 145,899 | 111,274 |
Government and Regulated Entities [Member] | ||
Segment Reporting Revenue Reconciling Item [Line Items] | ||
Total revenue | $ 3,829 | $ 4,031 |
Consolidated Financial Statem_8
Consolidated Financial Statements Details - Summary of Presentation of Revenues (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue Presentation | ||
Revenue | $ 149,728 | $ 115,305 |
Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 145,899 | 111,274 |
Government and Regulated Industries [Member] | ||
Revenue Presentation | ||
Revenue | 3,829 | 4,031 |
Software Products & Services [Member] | ||
Revenue Presentation | ||
Revenue | 84,578 | 59,515 |
Software Products & Services [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 80,749 | 55,484 |
Software Products & Services [Member] | Government and Regulated Industries [Member] | ||
Revenue Presentation | ||
Revenue | 3,829 | 4,031 |
Advertising [Member] | ||
Revenue Presentation | ||
Revenue | 44,665 | 40,800 |
Advertising [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 44,665 | 40,800 |
Licensing [Member] | ||
Revenue Presentation | ||
Revenue | 20,485 | 14,990 |
Licensing [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | 20,485 | 14,990 |
Total Managed Services [Member] | ||
Revenue Presentation | ||
Revenue | 65,150 | 55,790 |
Total Managed Services [Member] | Commercial Enterprise [Member] | ||
Revenue Presentation | ||
Revenue | $ 65,150 | $ 55,790 |
Consolidated Financial Statem_9
Consolidated Financial Statements Details - Schedule of Other Income (Expense) , Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | ||
Interest expense, net | $ (4,862) | $ (538) |
Gain on debt extinguishment | 19,097 | |
Other | 512 | (62) |
Other income (expense), net | $ 14,747 | $ (600) |
Leases, Commitments and Conti_3
Leases, Commitments and Contingencies - Schedule of Cumulative Effects of Changes Made to the Company (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
Prepaid expenses and other current assets | $ 15,242 | $ 12,188 | $ 12,117 |
Other assets | 14,435 | 2,937 | 954 |
Liabilities | |||
Other accrued liabilities | 27,412 | 28,768 | 27,093 |
Other non-current liabilities | 13,811 | 14,948 | 13,891 |
Stockholders' equity | |||
Accumulated deficit | $ (371,271) | (345,714) | $ (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 | $ (677) |
Leases, Commitments and Conti_4
Leases, Commitments and Contingencies - Additional Information (Detail) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Feb. 28, 2021 ft² | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | |||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Accrued Liabilities, Current | ||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Noncurrent | ||
Operating Lease, Liability, Noncurrent | $ 1,510 | ||
Operating lease, cash payments | $ 2,692 | ||
Operating lease, weighted average remaining lease term | 1 year 10 months 24 days | ||
Operating lease, weighted average discount rate | 7.80% | ||
Loss on sublease | $ 1,211 | ||
Rent expense | 4,668 | ||
Sublease income | $ 1,108 | ||
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 | ||
Purchase consideration payment within ten days of second anniversary of acquisition | 1,500 | ||
VocaliD [Member] | |||
Other Commitments [Line Items] | |||
Purchase consideration payments on first anniversary of acquisition | 1,000 | ||
Purchase consideration payments on 18-month anniversary of acquisition | 1,000 | ||
VSL Acquisition [Member] | |||
Other Commitments [Line Items] | |||
Purchase consideration payments on 18-month anniversary of acquisition | 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 | $ 2,495 | ||
Minimum [Member] | |||
Other Commitments [Line Items] | |||
Operating lease, remaining lease term | 1 year | ||
Operating lease, renewal term | 1 year | ||
Operating Lease, Right-of-Use Asset | $ 1,755 | ||
Operating Lease, Liability, Current | $ 2,112 | ||
Maximum [Member] | |||
Other Commitments [Line Items] | |||
Operating lease, remaining lease term | 5 years | ||
Operating lease, renewal term | 5 years |
Leases, Commitments and Conti_5
Leases, Commitments and Contingencies - Summary of Future Minimum Lease Payments (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Other Commitments [Line Items] | |
Non-current portion of operating lease liabilities | $ 1,510 |
Building Lease Agreement [Member] | |
Other Commitments [Line Items] | |
2023 | 2,263 |
2024 | 1,814 |
2025 | 2 |
Total future minimum lease payments, including short-term leases | 4,079 |
Less: future minimum lease payments for short-term leases | (158) |
Less: imputed interest | (299) |
Present value of future minimum lease payments, excluding short-term leases | 3,622 |
Less: current portion of operating lease liabilities | (2,112) |
Non-current portion of operating lease liabilities | 1,510 |
2023 | 1,297 |
2024 | 1,034 |
Total sublease income | $ 2,331 |
Leases, Commitments and Conti_6
Leases, 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 | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||
Number of common stock shares withheld | 502,005 | |
Exercise of warrants | $ 2,279 | |
Stock-based compensation expense | $ 19,115 | 40,065 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Number of common stock shares withheld | 502,005 | |
Exercise of warrants | $ 2,279 | |
Exercise of warrants issued, shares for cash consideration | 252,218 | |
Aggregate exercise of warrants issued, shares | 23,050 | |
Issued warrants to purchase shares upon exercises | 26,000 | |
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 [Member] | General and Administrative Expense [Member] | ||
Class of Stock [Line Items] | ||
Stock-based compensation expense | $ 369 | |
Common Stock and Employee Stock Purchase Plan [Member] | ||
Class of Stock [Line Items] | ||
Shares issued in connection with stock option exercise | 1,382,091 | 1,176,984 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Warrants Outstanding (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |
Apr. 30, 2018 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class Of Warrant Or Right [Line Items] | |||
Number of Shares of Common Stock | 496,612 | 496,612 | |
Various Dates in 2017 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | Various dates in 2017 | Various dates in 2017 | |
Life in Years | 10 years | 10 years | |
Exercise Price | $ 13.61 | $ 13.61 | |
Number of Shares of Common Stock | 145,945 | 145,945 | |
April 2018 Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2018 | April 2018 | |
Life in Years | 5 years | 5 years | 5 years |
Exercise Price | $ 11.73 | $ 11.73 | $ 11.73 |
Number of Shares of Common Stock | 20,000 | 20,000 | |
April 2020 Performance Warrant [Member] | |||
Class Of Warrant Or Right [Line Items] | |||
Issuance Date | April 2020 Performance Warrant | April 2020 Performance Warrant | |
Life in Years | 3 years 8 months 12 days | 3 years 8 months 12 days | |
Exercise Price | $ 3.01 | $ 3.01 | |
Number of Shares of Common Stock | 330,667 | 330,667 |
Stock Plans - Additional Inform
Stock Plans - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2022 | Dec. 31, 2021 | Oct. 31, 2020 | |
Class of Stock [Line Items] | ||||
Amount capitalized to internal-use software | $ 258,000 | $ 7,000 | ||
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 | $ 281,000 | $ 8,288,000 | ||
Timebased Stock Option [Member] | ||||
Class of Stock [Line Items] | ||||
Vesting period | 4 years | |||
Restricted Stock Units [Member] | ||||
Class of Stock [Line Items] | ||||
Unrecognized cost of share-based compensation awards | $ 8,820,000 | |||
Cost of share-based compensation awards, recognition period | 1 year 10 months 17 days | |||
Weighted Average Grant Date Fair Value, Granted | $ 13.13 | |||
Stock Options [Member] | ||||
Class of Stock [Line Items] | ||||
Cost of share-based compensation awards, recognition period | 2 years 8 months 12 days | |||
Weighted average grant date fair value per share | $ 8.28 | $ 18.64 | ||
Total grant date fair value of stock options vested | $ 5,939,000 | $ 2,665,000 | ||
Unrecognized compensation expense related to stock options | 12,975,000 | |||
Aggregate intrinsic value of the options exercised | $ 329,000 | 10,145,000 | ||
Maximum [Member] | Restricted Stock Units [Member] | ||||
Class of Stock [Line Items] | ||||
Vesting period | 2 years | |||
Minimum [Member] | Restricted Stock Units [Member] | ||||
Class of Stock [Line Items] | ||||
Vesting period | 1 year | |||
2017 Stock Incentive Plan [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance | 2,000,000 | 334,259 | ||
Annual shares increase for future issuance by percentage under employee stock purchase plans | 3% | |||
2017 Stock Incentive Plan [Member] | Timebased Stock Option [Member] | ||||
Class of Stock [Line Items] | ||||
Vesting period | 3 years | |||
2017 Stock Incentive Plan [Member] | Restricted Stock Units [Member] | ||||
Class of Stock [Line Items] | ||||
Vesting period | 1 year | |||
2017 Stock Incentive Plan [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Increase in common stock reserved for future issuance | 750,000 | |||
2018 Performance Base Stock Incentive Plan [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance | 17,012 | |||
Number of shares authorized for issuance | 4,200,000 | |||
2018 Performance Base Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | Chad Steelberg [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock granted | 1,809,900 | |||
2018 Performance Base Stock Incentive Plan [Member] | Performance-based Stock Options [Member] | Ryan Steelberg [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock granted | 1,357,425 | |||
Inducement Grant Plan [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance | 56,333 | 750,000 | ||
2014 Plan Stock Options/Stock Issuance Plan, 2017 Stock Incentive Plan and Inducement Grant Plan [Member] | Restricted Stock Units [Member] | ||||
Class of Stock [Line Items] | ||||
Fair value of restricted stock vested | $ 7,151,000 | $ 18,886,000 | ||
Weighted Average Grant Date Fair Value, Granted | $ 13.13 | $ 33.33 | ||
Employee Stock Purchase Plan [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock reserved for future issuance | 1,000,000 | |||
Annual shares increase for future issuance by percentage under employee stock purchase plans | 1% | |||
Number of shares authorized for issuance | 200,000 | |||
ESPP offering description | Under the ESPP, each offering period is generally 24 months with four, six-month purchase intervals, and new offering periods generally commence every six months, as determined by the Compensation Committee of the Board of Directors. | |||
Maximum number of shares per employee in each purchase | 1,000 | |||
Employee payroll deductions accrued | $ 595,000 | $ 282,000 | ||
Common stock were purchased under ESPP | 130,538 | 135,636 | ||
Weighted average purchase price | $ 5.19 | $ 6.77 | ||
Employee Stock Purchase Plan [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Increase in common stock reserved for future issuance | 250,000 | |||
Employee Stock Purchase Plan [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of purchase price of common stock fair value | 85% |
Stock Plans - Schedule of Fair
Stock Plans - Schedule of Fair Value Assumptions (Detail) - Stock Options [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 82% | 80% |
Expected volatility, maximum | 92% | 83% |
Risk-free interest rate, minimum | 1.70% | 0.60% |
Risk-free interest rate, maximum | 3.70% | 1.40% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 5 years 6 months | 5 years 6 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 6 years 9 months 18 days | 6 years 1 month 6 days |
Stock Plans - Summary of Fair V
Stock Plans - Summary of Fair Value Assumptions of Stock Purchase Plan (Detail) - Employee Stock Purchase Plan [Member] | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility, minimum | 67% | 67% |
Expected volatility, maximum | 119% | 119% |
Risk-free interest rate | 0.10% | |
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 | 6 months |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (in years) | 2 years | 2 years |
Stock Plans - Schedule of Stock
Stock Plans - Schedule of Stock-based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 19,115 | $ 40,065 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 13,044 | 19,088 |
Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 19 | |
Performance-based Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 16,315 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 5,304 | 3,720 |
Common Stock Issued for Services [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 39 | 500 |
Employee Stock Purchase Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 728 | 423 |
Cost of Revenue [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 116 | 116 |
Sales and Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 2,263 | 1,716 |
Research and Development [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 5,056 | 3,217 |
General and Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 11,680 | $ 35,016 |
Stock Plans - Schedule of Restr
Stock Plans - Schedule of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Unvested, Beginning Balance | shares | 886,461 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | shares | 768,964 |
Shares, Forfeited | shares | (67,444) |
Shares, Vested | shares | (539,147) |
Shares, Unvested, Ending Balance | shares | 1,048,834 |
Weighted Average Grant Date Fair Value, Unvested, Beginning Balance | $ / shares | $ 32.56 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 13.13 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 24.86 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 36.16 |
Weighted Average Grant Date Fair Value, Unvested, Ending Balance | $ / shares | $ 15.28 |
Stock Plans - Schedule of Perfo
Stock Plans - Schedule of Performance Options Activity (Detail) - Performance-based Stock Options [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 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 | (46,291) |
Options Expired | shares | (25,471) |
Options, Outstanding, Ending Balance | shares | 3,762,679 |
Options, Exercisable at December 31, 2022 | shares | 3,762,679 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 11.05 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 5.64 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 5.46 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 11.15 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 11.15 |
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 6 months 3 days |
Weighted-Average Remaining Exercisable | 5 years 6 months 3 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 1 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 1 |
Stock Plans - Schedule of Sto_2
Stock Plans - Schedule of Stock Option Activity (Detail) - Stock Options [Member] $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 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 | 721,717 |
Options Exercised | shares | (68,761) |
Options Forfeited | shares | (228,065) |
Options Expired | shares | (65,714) |
Options, Outstanding, Ending Balance | shares | 5,867,785 |
Options, Exercisable at December 31, 2022 | shares | 4,604,406 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 15.10 |
Weighted-Average Exercise Price, Options Granted | $ / shares | 11.01 |
Weighted-Average Exercise Price, Options Exercised | $ / shares | 5.35 |
Weighted-Average Exercise Price, Options Forfeited | $ / shares | 19.58 |
Weighted-Average Exercise Price, Options Expired | $ / shares | 15.31 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | 14.53 |
Weighted-Average Exercise Price, Exercisable | $ / shares | $ 14.18 |
Weighted-Average Remaining Contractual Term, Outstanding | 5 years 9 months 3 days |
Weighted-Average Remaining Exercisable | 4 years 10 months 17 days |
Weighted-Average Aggregate Intrinsic Value | $ | $ 1,270 |
Weighted-Average Aggregate Intrinsic Value, Exercisable | $ | $ 977 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ (23,248) | $ (61,973) |
United States of America [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | (18,309) | (81,841) |
Foreign [Member] | ||
Income Taxes Disclosure [Line Items] | ||
Loss before provision for income taxes | $ (4,939) | $ 19,868 |
Provision for Income Taxes - _2
Provision for Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current | ||
Federal | $ 1,001 | $ 249 |
State | 384 | 99 |
Foreign | 2,486 | 2,988 |
Total current provision | 3,871 | 3,336 |
Deferred | ||
Federal | 723 | (10,549) |
State | 779 | (6,197) |
Foreign | (2,331) | (565) |
Change in valuation allowance | (733) | 16,674 |
Total deferred benefit | (1,562) | (637) |
Total provision for income taxes | $ 2,309 | $ 2,699 |
Provision for Income Taxes - Re
Provision for Income Taxes - Reconciliation of Statutory U.S. Federal Income Tax Rate to Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||
Tax, computed at the federal statutory rate | 21% | 21% |
State taxes, net of federal tax benefit | 0.75% | 9.59% |
Impact of foreign operations | (32.93%) | (3.60%) |
Research and development credits | 5.74% | 1.57% |
Stock-based compensation | (13.57%) | 7.08% |
Earn-out revaluation | 22.86% | (4.95%) |
Meals, entertainment and other | (0.49%) | (8.01%) |
Change in valuation allowance | (13.29%) | (27.04%) |
(Provision for) benefit from income taxes | (9.93%) | (4.36%) |
Provision for Income Taxes - Co
Provision for Income Taxes - Components of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Net operating loss carryforwards | $ 44,512 | $ 55,385 | |
Stock-based compensation | 19,722 | 21,003 | |
Accrued expenses | 289 | 1,146 | |
Capitalized research and development | 9,268 | ||
Lease liability | 884 | ||
Research credits | 6,617 | 4,632 | |
Other | 1,246 | 669 | |
Total gross deferred tax assets | 82,538 | 82,835 | |
Valuation allowance | (81,051) | (81,784) | $ (65,110) |
Total deferred tax assets | 1,487 | 1,051 | |
Right of use assets | (408) | ||
Unremitted foreign earnings | (1,012) | ||
Other | 166 | ||
Other - fixed assets and intangibles | (269) | (589) | |
Acquired intangibles | (10,281) | (12,180) | |
Total deferred tax liabilities | (12,136) | (12,769) | |
Net deferred tax liabilities | $ (10,649) | $ (11,718) |
Provision for Income Taxes - Su
Provision for Income Taxes - Summary of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Valuation Allowance [Abstract] | ||
Valuation allowance, at beginning of year | $ 81,784 | $ 65,110 |
Change in valuation allowance | (733) | 16,674 |
Valuation allowance, at end of year | $ 81,051 | $ 81,784 |
Provision for Income Taxes - Ad
Provision for Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Aug. 16, 2022 | Jul. 31, 2021 | Aug. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Taxes Disclosure [Line Items] | ||||||
Operating loss carryforwards, limitations on use | Net federal operating loss carryforwards generated after January 1, 2018 may be carried forward indefinitely, subject to the 80% taxable income limitation on the utilization of the carryforwards. | |||||
Research and development credit carry forward | $ 6,617 | $ 4,632 | ||||
Tax rate | (9.93%) | (4.36%) | ||||
Increase in income tax provision | $ 177 | |||||
Unrecognized tax benefits netted against its deferred tax assets within other assets | 1,650 | $ 1,111 | $ 720 | |||
Unrecognized tax benefits if recognized | 1,511 | |||||
Tax due on pre-acquisition E&P, amount | 1,353 | |||||
Amount of E&P subject to local tax | $ 6,763 | |||||
Local tax rate on distribution | 20% | |||||
Corporate alternative minimum tax | 15% | |||||
Excise tax on net share repurchases | 1% | |||||
Israeli [Member] | ||||||
Income Taxes Disclosure [Line Items] | ||||||
Tax rate | 23% | 12% | ||||
Federal [Member] | ||||||
Income Taxes Disclosure [Line Items] | ||||||
Operating loss carry forward | $ 172,866 | |||||
Operating loss carry forwards expiration year | 2034 | |||||
Research and development credit carry forward | $ 5,306 | |||||
Research and development credit expiration year | 2036 | |||||
State [Member] | ||||||
Income Taxes Disclosure [Line Items] | ||||||
Operating loss carry forward | $ 122,346 | |||||
Operating loss carry forwards expiration year | 2030 | |||||
Research and development credit carry forward | $ 3,573 |
Provision for Income Taxes - _3
Provision for Income Taxes - Schedule of Reconciliation of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits as of January 1 | $ 1,111 | $ 720 |
Gross increase for tax positions of prior years | (2) | |
Gross increase for tax positions of current year | 541 | 391 |
Unrecognized tax benefits balance at December 31 | $ 1,650 | $ 1,111 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Due to related party transactions | $ 0 | $ 0 |