The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
The accompanying notes are an integral part of these consolidated financial statements.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands, except share and per share data and percentages)
NOTE 1. DESCRIPTION OF BUSINESS
Veritone, Inc., a Delaware corporation (“Veritone”) (together with its wholly owned subsidiaries, collectively, the “Company”), is a provider of artificial intelligence (“AI”) computing solutions. The Company’s proprietary AI operating system, aiWARETM, 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 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 future-proof, scalable and evolving solution that can be leveraged by organizations across a broad range of industries, including media and entertainment, government, legal and compliance, energy and other vertical markets.
The Company also offers cloud-native digital content management solutions and content licensing services, primarily to customers in the media and entertainment market. These offerings leverage the Company’s aiWARE technologies, providing customers with unique capabilities to enrich and drive expanded revenue opportunities from their content.
In addition, the Company operates a full-service advertising agency that leverages the Company’s aiWARE technologies to provide differentiated 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 VeriAdsTM Network, which is comprised of programs that enable broadcasters, podcasters and social media influencers to generate incremental advertising revenue.
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 Veritone, Inc. and all of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications
Certain reclassifications to other assets have been made to prior year amounts for consistency and comparability with the current year’s financial statement presentation. These reclassifications had no effect on the reported total assets and liabilities.
Amortization expense, which was presented in prior year periods within cost of revenue, sales and marketing, research and development, and general and administrative operating expenses, has been reclassified and is presented as a single separate line item in operating expenses. Gross profit, which was previously reflected in the statement of operations and comprehensive loss, is no longer presented. Additionally, cost of revenue, which was presented in prior periods within gross profit, is now presented as an operating expense. The Company believes that this presentation more accurately reflects the Company’s cost of revenue and operating expenses. These reclassifications had no effect on reported net loss.
Liquidity and Capital Resources
During 2020 and 2019, the Company generated cash flows from operations of $1,433 and negative cash flows from operations of $30,432, respectively, and incurred net losses of $47,876 and $62,078, respectively. Also, the Company had an accumulated deficit of $280,365 as of December 31, 2020. Historically, the Company has satisfied its capital needs with the net proceeds from its sales of equity securities, its issuance of convertible debt, and the exercise of common stock warrants. In 2020, the Company completed an offering of its common stock for aggregate net proceeds of $59,771. In 2020 and 2019,
55
the Company raised net proceeds of $5,986 and $24,373, respectively, through sales of its common stock under an Equity Distribution Agreement dated June 1, 2018 (the “Equity Distribution Agreement”).
The Company expects to continue to generate net losses for the foreseeable future as it makes significant investments in developing and selling its aiWARE SaaS solutions. Management believes that the Company’s existing balances of cash and cash equivalents, which totaled $114,817 as of December 31, 2020, will be sufficient to meet its anticipated cash requirements for at least twelve months from the date that these financial statements are issued. However, the Company’s current cash and cash equivalents may not be sufficient to support the development of its business to the point at which it has positive cash flows from operations. The Company plans to meet its future needs for additional capital through equity and/or debt financings. Equity financings may include sales of common stock. Such financing may not be available on terms favorable to the Company or at all. If the Company is unable to obtain adequate financing or financing on terms satisfactory to it when required, the Company’s ability to continue to support its business growth, scale its infrastructure, develop product enhancements and to respond to business challenges could be significantly impaired.
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 revenue recognition, allowance for doubtful accounts, purchase accounting, impairment of long-lived assets, 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 and Marketable Securities
All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents. Marketable securities are classified and accounted for as available-for-sale securities. Management determines the appropriate classification of its investments at the time of purchase and reevaluates the classifications at each balance sheet date. Marketable securities are classified as short-term based on their availability for use in current operations. Marketable securities are carried at fair value, with unrealized gains and losses, net of income taxes, reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity, with the exception of unrealized losses believed to be other-than-temporary, which are reported in the Company’s consolidated statement of operations and comprehensive loss in the period in which such determination is made.
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,
56
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 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 (including money market funds) 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 other accrued liabilities and equity in the Company’s consolidated balance sheets as of December 31, 2020 and 2019. 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 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 statement of operations and comprehensive loss.
The useful lives of property, equipment and improvements are as follows:
|
•
|
Property and equipment — 3 years
|
|
•
|
Leasehold improvements — 5 years or the remaining lease term, whichever is shorter
|
57
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 — 5 years
|
|
•
|
Customer relationships — 5 years
|
|
•
|
Noncompete agreements — 3 to 4 years
|
|
•
|
Trademarks and trade names — approximately 2 years
|
|
•
|
Licensed technology — lesser of the term of the agreement, or the estimated useful life
|
Intangible asset amortization expense is recorded in 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, 2020 and 2019.
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 three sources: (1) subscription revenues, 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) content licensing revenues, which are comprised primarily of fees from customers for licenses to third-party content owners’ digital assets and (3) 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 contracts(s) with a customer;
|
|
•
|
Identifies the performance obligations in the contract;
|
|
•
|
Determines the transaction price;
|
58
|
•
|
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.
aiWARE SaaS 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”), with the exception of the additional usage-based services, which represent a separate performance obligation as discussed below. The fixed subscription fees are recognized as revenue ratably over the contract term, at the applicable monthly rate, as the performance obligation is satisfied, 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 fair value of the advertising inventory.
The Company also makes data processing, storage and transfer services available to customers through its aiWARE and digital content management platforms under usage-based arrangements with no minimum fees, either separately or in addition to subscription services as described above. Fees are charged for actual usage of such services at the rates specified in the contract for each particular service. Each of these distinct services represents an individual performance obligation. When sold in connection with subscription services, the Company considers the allocation guidance of Topic 606.
Variable consideration for usage-based data processing, storage and transfer services is recognized in the month in which it is earned, as the payment terms relate to a specific outcome (amount of data processed, stored or transferred) of delivering the distinct time increment (the month) of services, and represents the fees to which the Company expects to be entitled for providing the services, and allocating the variable fees in this way is consistent with the allocation objective of Topic 606.
The Company also enters into software license agreements with customers under which the Company provides software representing an on-premises deployment of its aiWARE platform or components thereof. Under these license agreements, the customer is responsible for the installation and configuration of the software in the customer-controlled environment. The Company recognizes the license fees as revenue under these agreements at the time that the software is made available by the Company for download by the customer.
The Company typically invoices its aiWARE SaaS customers for subscription services monthly, for on-premises software at the time the software is made available for download by the customer, and for professional services either monthly or in accordance with an agreed upon invoicing schedule. Invoices are typically due and payable within 30 days following the date of invoice. Amounts that have been invoiced are recorded in accounts receivable or in deferred revenue, depending on whether transfer of control to customers of the promised services has occurred.
aiWARE Content Licensing Revenues
59
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.
Advertising Revenues
The Company’s advertising services consist primarily of placing advertisements for clients with media vendors, including broadcasters, podcasters and digital media providers. The Company receives fees, at varying rates of gross advertising media placed, as consideration for services performed by the Company. 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 off of 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 client advances on the Company’s consolidated balance sheets until all revenue recognition criteria have been met.
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
60
the customer. The Company has determined that it acts as the principal in providing all of its services with the exception of certain advertising services, where the Company recognizes its fees on a net basis.
Remaining Performance Obligations
As of December 31, 2020, the aggregate amount of the transaction prices under the Company’s contracts allocated to the Company’s remaining performance obligations was $5,024, approximately 69% of which the Company expects to recognize as revenue over the next twelve months, and the remainder thereafter. This aggregate amount excludes amounts allocated to remaining performance obligations under contracts that have an original duration of one year or less and variable consideration that is allocated to remaining performance obligations.
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 aiWARE content licensing and media 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.
Cost of revenue related to the Company’s aiWARE SaaS solutions 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.
Stock-Based Compensation
Stock-based compensation expense is estimated at the grant date based on the fair value of the award.
Prior to the Company’s initial public offering (“IPO”), the fair values of restricted stock awards were estimated at the date of grant by using both the option-pricing method and the probability-weighted expected return method. All restricted stock awards granted prior to the Company’s IPO have vested in full as of the fourth quarter of 2020. Following the Company’s IPO, the fair values of restricted stock and restricted stock unit awards granted by the Company are based on the closing market price of the 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.
61
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 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 online and print advertising, public relations, tradeshows, and sponsorships. For the years ended December 31, 2020 and 2019, the Company recorded expense of $1,214 and $1,763, respectively, for advertising and marketing costs.
Research and Development Costs and Software Development Costs
Research and development costs are expensed as incurred.
Costs related to the development of computer software to be sold, leased, or otherwise marketed by the Company in the future are expensed as incurred. The costs of internal-use software that is developed to meet the Company’s needs and will not be marketed externally is subject to capitalization. The company capitalized $72 of software development costs in 2020 and no software development costs were capitalized in 2019.
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 consists of net loss and other gains and losses affecting equity that are excluded from net loss. These consist of unrealized gain (loss) on marketable securities, net of income tax, and foreign currency translation adjustments.
62
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. The Company’s reportable segments include Advertising, aiWARE Content Licensing and Media Services and aiWARE SaaS Solutions. In making decisions and assessing performance, the chief operating decision maker evaluates revenue of each reportable segment (see Note 6) but does not evaluate other metrics such as total assets, net income (loss), capital expenditures, goodwill or other intangible assets financial information by reportable segment. The Company evaluates the cost of revenue on a combined but not allocated basis, and evaluates all other operating expenses on a consolidated basis. The Company’s presence is primarily in the United States of America and it therefore does not have geographic segments to report.
Significant Customers
No individual customer accounted for 10% or more of the Company’s revenue for the years ended December 31, 2020 and 2019. Two advertising clients individually accounted for 10% or more of the Company’s accounts receivable as of December 31, 2020, and no individual customers accounted for 10% or more of accounts receivable as of December 31, 2019.
Concentration of Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with what management believes are quality financial institutions in the United States and performs periodic evaluations of the relative credit standing of these financial institutions in order to limit the amount of credit exposure with any one institution. At times, the value of the United States deposits exceeds federally insured limits. The Company has not experienced any losses in such accounts.
Recently Adopted Accounting Pronouncements
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). The JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 107 of the JOBS Act. This election allows the Company to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies.
Effective for the Company’s fiscal year ended December 31, 2019, the Company adopted the provisions and expanded disclosure requirements described in ASU 2014-09, Revenue from Contracts with Customers (Topic 606)(“Topic 606”) for its annual financial statements. The Company adopted the standard using the modified retrospective method. Accordingly, the results for the prior comparable periods were not adjusted to conform to the current year measurement and recognition of results. As of the beginning of 2019, the impact of the adoption of Topic 606 was not material. However, in adopting Topic 606, the Company has modified its revenue recognition policy in the following ways:
|
•
|
Some multi-year contracts include fixed annual price increases. Historically, the Company recognized revenue based on the price allocated to each year. Now, the Company recognizes the aggregate fixed price as revenue ratably over the full term of the contract.
|
|
•
|
Historically, certain variable consideration was recognized one month in arrears when the amount became known. These revenues are now recognized in the month in which the service is provided based on an estimate of the amount that the Company expects to be entitled to receive for the services.
|
During the year ended December 31, 2019, the Company’s quarterly financial statements were prepared using the prior revenue recognition standard, Topic 605, Revenue Recognition. Beginning in the first quarter of 2020, the Company’s quarterly financial statements are presented using Topic 606.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, as part of its disclosure framework project intended to improve the effectiveness of disclosures in the notes to the financial statements by updating certain disclosure requirements related to fair value measurements. The standard became effective for the Company beginning in the first quarter of fiscal year 2020. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
63
Recently Issued Accounting Pronouncements
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The amendments under this pronouncement will change the way all leases with duration of one year or more are treated. Under this guidance, lessees will be required to capitalize virtually all leases on the balance sheet as a right-of-use asset and an associated financing lease liability or capital lease liability. The right-of-use asset represents the lessee’s right to use, or control the use of, a specified asset for the specified lease term. The lease liability represents the lessee’s obligation to make lease payments arising from the lease, measured on a discounted basis. Based on certain characteristics, leases are classified as financing leases or operating leases. Financing lease liabilities, those that contain provisions similar to capitalized leases, are amortized in the same manner as capital leases are amortized under current accounting rules, as amortization expense and interest expense in the statement of operations. Operating lease liabilities are amortized on a straight-line basis over the life of the lease as lease expense in the statement of operations. This standard will be effective for the Company beginning with the first quarter of fiscal year 2022. The Company is currently evaluating the impact this standard will have on its policies and procedures pertaining to its existing and future lease arrangements, its disclosure requirements and its consolidated financial statements.
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326). which requires measurement and recognition of expected credit losses for financial assets held. This standard will be effective for the Company beginning in the first quarter of fiscal year 2023, and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its consolidated financial statements and related disclosures as well as the timing of adoption.
In December 2019, the FASB issued ASU 2019-12 to simplify the accounting in ASC 740, Income Taxes. This standard removes certain exceptions related to the approach for intraperiod 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. This standard will be effective for the Company beginning in the first quarter of fiscal year 2022, and early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its financial statements and related disclosures as well as the timing of adoption.
NOTE 3. NET LOSS PER SHARE
The following table presents the computation of basic and diluted net loss per share:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Numerator
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(47,876
|
)
|
|
$
|
(62,078
|
)
|
Denominator
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
27,609,403
|
|
|
|
21,845,536
|
|
Less: Weighted-average shares subject to repurchase
|
|
|
(14,492
|
)
|
|
|
(47,822
|
)
|
Denominator for basic and diluted net loss per share
attributable to common stockholders
|
|
|
27,594,911
|
|
|
|
21,797,714
|
|
Basic and diluted net loss per share
|
|
$
|
(1.73
|
)
|
|
$
|
(2.85
|
)
|
The Company reported net losses for both periods presented and, as such, all potentially dilutive shares of common stock would have been antidilutive for such periods. The table below presents the weighted-average securities (in common equivalent shares) outstanding during the periods presented that have been excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Common stock options and restricted stock units
|
|
|
10,251,790
|
|
|
|
9,858,931
|
|
Warrants to purchase common stock
|
|
|
1,470,812
|
|
|
|
1,297,151
|
|
|
|
|
11,722,602
|
|
|
|
11,156,082
|
|
64
NOTE 4. 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, 2020, the Company’s cash and cash equivalents were as follows:
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Cash and
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Cash
|
|
|
Marketable
|
|
|
|
Cost
|
|
|
Losses
|
|
|
Value
|
|
|
Equivalents
|
|
|
Securities
|
|
Cash
|
|
$
|
44,795
|
|
|
$
|
—
|
|
|
$
|
44,795
|
|
|
$
|
44,795
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
70,022
|
|
|
|
—
|
|
|
|
70,022
|
|
|
|
70,022
|
|
|
|
—
|
|
Total
|
|
$
|
114,817
|
|
|
$
|
—
|
|
|
$
|
114,817
|
|
|
$
|
114,817
|
|
|
$
|
—
|
|
As of December 31, 2019, the Company’s cash and cash equivalents were as follows:
|
|
|
|
|
|
Gross
|
|
|
|
|
|
|
Cash and
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
Fair
|
|
|
Cash
|
|
|
Marketable
|
|
|
|
Cost
|
|
|
Losses
|
|
|
Value
|
|
|
Equivalents
|
|
|
Securities
|
|
Cash
|
|
$
|
23,710
|
|
|
$
|
—
|
|
|
$
|
23,710
|
|
|
$
|
23,710
|
|
|
$
|
—
|
|
Level 1:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
20,355
|
|
|
|
—
|
|
|
|
20,355
|
|
|
|
20,355
|
|
|
|
—
|
|
Total
|
|
$
|
44,065
|
|
|
$
|
—
|
|
|
$
|
44,065
|
|
|
$
|
44,065
|
|
|
$
|
—
|
|
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 50,000 shares of the Company’s common stock (the “Compensation Warrant”). The Compensation Warrant was fully vested and exercisable upon issuance, has an exercise price of $3.01 per share and expires on December 31, 2021. The holder is able to redeem the warrant for a number of shares having a value equal to the in-the-money value of the warrant. The fair value of this stock warrant is $59, which was determined using the Black-Scholes option-pricing model and was recorded in general and administrative operating expenses during the year ended December 31, 2020. The Company also issued to such firm in connection with the consulting agreement an additional warrant to purchase up to 400,000 shares of the Company’s common stock (the “Performance Warrant” and collectively with the Compensation Warrant, the “2020 Stock Warrants”). 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 has been achieved 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 yet considered probable.
The following table summarizes quantitative information with respect to the significant unobservable inputs that were used to value the 2020 Stock Warrants:
65
|
|
Compensation
|
|
|
Performance
|
|
|
|
Warrant
|
|
|
Warrant
|
|
Volatility
|
|
|
88
|
%
|
|
|
85
|
%
|
Risk-free rate
|
|
|
0.23
|
%
|
|
|
0.34
|
%
|
Term
|
|
1.7 years
|
|
|
3.7 years
|
|
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 is able to 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, 2020.
NOTE 5. GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill
The carrying amount of goodwill was $6,904 as of December 31, 2020 and December 31, 2019.
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, 2020
|
|
|
December 31, 2019
|
|
|
|
Weighted
Average
Remaining
Useful
Life (in years)
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Net
Carrying
Amount
|
|
Software and technology
|
|
|
1.4
|
|
|
$
|
3,582
|
|
|
$
|
(3,357
|
)
|
|
$
|
225
|
|
|
$
|
3,582
|
|
|
$
|
(2,171
|
)
|
|
$
|
1,411
|
|
Licensed technology
|
|
|
0.7
|
|
|
|
500
|
|
|
|
(375
|
)
|
|
|
125
|
|
|
|
500
|
|
|
|
(208
|
)
|
|
|
292
|
|
Developed technology
|
|
|
2.7
|
|
|
|
9,600
|
|
|
|
(4,480
|
)
|
|
|
5,120
|
|
|
|
9,600
|
|
|
|
(2,560
|
)
|
|
|
7,040
|
|
Customer relationships
|
|
|
2.7
|
|
|
|
9,300
|
|
|
|
(4,340
|
)
|
|
|
4,960
|
|
|
|
9,300
|
|
|
|
(2,480
|
)
|
|
|
6,820
|
|
Trademarks and trade names
|
|
|
0.0
|
|
|
|
100
|
|
|
|
(100
|
)
|
|
|
-
|
|
|
|
100
|
|
|
|
(59
|
)
|
|
|
41
|
|
Noncompete agreements
|
|
|
1.6
|
|
|
|
800
|
|
|
|
(486
|
)
|
|
|
314
|
|
|
|
800
|
|
|
|
(278
|
)
|
|
|
522
|
|
Total
|
|
|
2.6
|
|
|
$
|
23,882
|
|
|
$
|
(13,138
|
)
|
|
$
|
10,744
|
|
|
$
|
23,882
|
|
|
$
|
(7,756
|
)
|
|
$
|
16,126
|
|
The following table presents future amortization of the Company’s finite-lived intangible assets at December 31, 2020:
2021
|
|
$
|
4,261
|
|
2022
|
|
|
3,963
|
|
2023
|
|
|
2,520
|
|
Total
|
|
$
|
10,744
|
|
66
NOTE 6. CONSOLIDATED FINANCIAL STATEMENTS DETAILS
Consolidated Balance Sheets Details
Cash and cash equivalents
As of December 31, 2020 and December 31, 2019, the Company had cash and cash equivalents of $114,817 and $44,065, respectively, including $40,052 and $15,003, respectively, of cash received from advertising clients and content licensees for future payments to vendors.
Accounts Receivable, Net
Accounts receivable consisted of the following:
|
|
As of
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Accounts receivable — Advertising
|
|
$
|
12,641
|
|
|
$
|
19,184
|
|
Accounts receivable — Other
|
|
|
4,143
|
|
|
|
2,197
|
|
|
|
|
16,784
|
|
|
|
21,381
|
|
Less: allowance for doubtful accounts
|
|
|
(118
|
)
|
|
|
(29
|
)
|
Accounts receivable, net
|
|
$
|
16,666
|
|
|
$
|
21,352
|
|
The amount that the Company invoices and collects from advertising clients includes the cost of the advertisements placed for them with media vendors and the amount of the fee earned by the Company. The average fees earned by the Company is typically less than 15% of the total amount invoiced and collected from the advertising clients.
Property, Equipment and Improvements, Net
Property, equipment and improvements consisted of the following:
|
|
As of
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Property and equipment
|
|
$
|
2,365
|
|
|
$
|
2,247
|
|
Leasehold improvements
|
|
|
2,899
|
|
|
|
2,876
|
|
|
|
|
5,264
|
|
|
|
5,123
|
|
Less: accumulated depreciation
|
|
|
(2,910
|
)
|
|
|
(1,909
|
)
|
Property, equipment and improvements, net
|
|
$
|
2,354
|
|
|
$
|
3,214
|
|
Depreciation expense was $1,025 and $1,087 for the years ended December 31, 2020 and 2019, respectively. During the year ended December 31, 2020, the Company disposed of $34 in property, equipment, and improvements and recorded a $10 loss on disposal.
Accounts Payable
Accounts payable consisted of the following:
|
|
As of
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Accounts payable — Advertising
|
|
$
|
14,667
|
|
|
$
|
15,697
|
|
Accounts payable — Other
|
|
|
965
|
|
|
|
1,317
|
|
Total
|
|
$
|
15,632
|
|
|
$
|
17,014
|
|
Accounts payable – Advertising reflects the amounts due to media vendors for advertisements placed on behalf of the Company’s advertising clients.
67
Consolidated Statements of Operations and Comprehensive Loss Details
Revenue
Revenue for the periods presented were comprised of the following:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Advertising
|
|
$
|
31,550
|
|
|
$
|
24,364
|
|
aiWARE SaaS Solutions
|
|
|
13,863
|
|
|
|
10,653
|
|
aiWARE Content Licensing and Media Services
|
|
|
12,295
|
|
|
|
14,631
|
|
Total revenue
|
|
$
|
57,708
|
|
|
$
|
49,648
|
|
During the years ended December 31, 2020 and 2019, the Company’s advertising business made $257,817 and $216,483 in gross media placements, of which $237,883 and $200,709, respectively, were billed directly to clients. Of the amounts billed directly to clients, $212,273 and $177,930 represented media-related costs netted against billings during the years ended December 31, 2020 and 2019, respectively.
Disaggregated Revenue
Revenue disaggregated was as follows:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Advertising (by service type):
|
|
|
|
|
|
|
|
|
Agency
|
|
$
|
27,531
|
|
|
$
|
24,270
|
|
VeriAds
|
|
|
4,019
|
|
|
|
94
|
|
Sub-total
|
|
|
31,550
|
|
|
|
24,364
|
|
aiWARE SaaS Solutions (by market):
|
|
|
|
|
|
|
|
|
Media and Entertainment
|
|
|
10,804
|
|
|
|
9,735
|
|
Government, Legal and Compliance
|
|
|
1,944
|
|
|
918
|
|
Other Markets
|
|
|
1,115
|
|
|
|
-
|
|
Sub-total
|
|
|
13,863
|
|
|
|
10,653
|
|
aiWARE Content Licensing and Media Services (by service type):
|
|
|
|
|
|
|
|
|
Content Licensing
|
|
|
11,673
|
|
|
|
13,738
|
|
Media Services
|
|
622
|
|
|
893
|
|
Sub-total
|
|
|
12,295
|
|
|
|
14,631
|
|
Total revenue
|
|
$
|
57,708
|
|
|
$
|
49,648
|
|
|
|
|
|
|
|
|
|
|
Other (Expense) Income, Net
Other (expense) income, net for the periods presented was comprised of the following:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Interest income, net
|
|
$
|
85
|
|
|
$
|
549
|
|
Change in fair value of warrant liability
|
|
|
(200
|
)
|
|
|
16
|
|
Other
|
|
|
(12
|
)
|
|
|
(24
|
)
|
Other (expense) income, net
|
|
$
|
(127
|
)
|
|
$
|
541
|
|
NOTE 7. COMMITMENTS AND CONTINGENCIES
Leases
The Company leases facilities under operating lease arrangements expiring at various years through fiscal 2024. Certain of the Company’s leases contain standard rent escalation and renewal clauses. Under certain leases, the Company is
68
required to pay operating expenses in addition to base rent. Rent expense for lease payments is recognized on a straight-line basis over the lease term.
As of December 31, 2020, future minimum lease payments were as follows:
|
|
Minimum
|
|
|
|
Annual
|
|
|
|
Lease
|
|
Year Ending December 31,
|
|
Payments
|
|
2021
|
|
$
|
2,242
|
|
2022
|
|
|
1,884
|
|
2023
|
|
|
1,685
|
|
2024
|
|
|
1,730
|
|
Total minimum payments
|
|
$
|
7,541
|
|
The total rent expense for all operating leases was $3,031 and $2,987 for the years ended December 31, 2020 and 2019, respectively.
Sales Taxes
The Company collects and remits sales tax in jurisdictions in which it has a physical presence or it believes nexus exists, which therefore obligates the Company to collect and remit sales tax. During the year ended December 31, 2020, the Company recorded a $1,036 liability for potential exposure in several states where there is uncertainty about the point in time at which the Company established a sufficient business connection to create nexus.
Other Contingencies
From time to time, the Company may be involved in litigation relating to claims arising out of its operations in the normal course of business. The Company currently is not a party to any legal proceedings, the adverse outcome of which, in management’s opinion, individually or in the aggregate, would have a material adverse effect on the Company’s results of operations, financial position or cash flows.
NOTE 8. STOCKHOLDERS’ EQUITY
December 2020 Common Stock Offering
In December 2020, the Company completed an offering of its common stock, pursuant to which the Company sold an aggregate of 3,450,000 shares of common stock (which included the full exercise of the underwriters’ option to purchase additional shares) at a price of $18.50 per share, for aggregate net proceeds of approximately $59,771 after deducting underwriting discounts and commissions and offering costs of approximately $4,054.
Other Common Stock Transactions
In June 2018, the Company entered into an Equity Distribution Agreement with JMP Securities as sales agent, pursuant to which it could offer and sell, from time to time, through JMP Securities, shares of its common stock having an aggregate offering price of up to $50,000. In 2020 and 2019, the Company issued an aggregate of 1,491,317 and 5,205,430 shares of its common stock, respectively, which were sold pursuant to the Equity Distribution Agreement. In 2020 and 2019, the Company received net proceeds from such sales of $5,986 and $24,373 after deducting expenses of $291 and $756, respectively. The Company voluntarily terminated the Equity Distribution Agreement in January 2021.
In 2020, the Company issued 154,311 shares of its common stock upon the exercise of warrants for an aggregate exercise price of $2,100, and issued an aggregate of 442,126 shares of common stock upon exercises of warrants to purchase an aggregate of 813,400 shares of common stock, which were effected on a net exercise basis without cash payment of the exercise price.
In 2020, the Company issued 12,100 shares of its common stock to consultants in consideration for services rendered. The Company valued these stock issuances based on the closing price of its common stock on the issuance date and recorded the expense of $95 in general and administrative expenses in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2020.
69
In 2020 and 2019, the Company issued an aggregate of 482,417 and 233,687 shares of its common stock, respectively, in connection with the exercise of stock options, grants of restricted stock awards and vesting of restricted stock units (net of forfeitures of restricted stock) under its stock incentive plans, and purchases under its Employee Stock Purchase Plan (the “ESPP”).
In September 2018, the Company acquired all of the outstanding capital stock of Machine Box, Inc. (“Machine Box”). The purchase consideration for the acquisition was comprised of the initial consideration paid at closing and additional contingent amounts that were payable if Machine Box achieved certain technical development and integration milestones within 12 months after the closing of the acquisition, and 80% of such consideration was payable by issuance of shares of the Company’s common stock to the former stockholders of Machine Box. During 2019, the Company determined that Machine Box had achieved the technical development and integration milestones required to be completed during such period and, as a result, the former Machine Box stockholders became entitled to receive an aggregate of 394,604 shares of the Company’s common stock, valued at $2,389 based on the closing price of the Company’s common stock on the respective milestone dates, of which an aggregate of 315,687 shares were issued to them, and 78,917 shares were held back from issuance by the Company to secure certain indemnification and other obligations of the former stockholders.
In 2020, the Company issued an aggregate of 105,898 shares of common stock to the former stockholders of Machine Box, representing all of the shares previously held back from issuance by the Company with respect to the initial consideration and the additional contingent consideration.
In August 2018, the Company acquired all of the outstanding capital stock of S Media Limited (d/b/a Performance Bridge Media) (“Performance Bridge”). The purchase consideration for the acquisition was comprised of the initial consideration paid at closing and additional earnout consideration that was payable if Performance Bridge achieved certain revenue milestones for its 2018 fiscal year, and 80% of such consideration was payable by issuance of shares of the Company’s common stock to the former stockholder of Performance Bridge. The initial consideration was subject to adjustment based on a final calculation of Performance Bridge’s net assets at closing, which was completed in the first quarter of 2019 and resulted in the issuance to the former stockholder of Performance Bridge an additional 6,482 shares of common stock valued at $34 based on the closing price of the Company’s common stock on January 25, 2019, which was the date both parties agreed upon the final calculation. In March 2019, the Company determined that the additional earnout consideration had been earned and the former stockholder of Performance Bridge became entitled to receive 574,231 shares of the Company’s common stock, valued at $3,026 based on the closing price of the Company’s common stock on March 28, 2019, which were paid and issued to the former stockholder of Performance Bridge in 2019.
In 2020, 9,552 shares of common stock, which represented a portion of the consideration for the Company’s acquisition of Wazee Digital, Inc. (“Wazee”) in 2018 that was previously deposited in a third-party escrow account to secure certain indemnification obligations of the former stockholders of Wazee Digital, were returned to the Company and cancelled in connection with the resolution of a claim for indemnification made by the Company.
Common Stock Warrants
As discussed in Note 4 and above, in 2020, the Company issued warrants to purchase an aggregate of 450,000 shares of the Company’s common stock and warrants to purchase an aggregate of 967,711 shares of common stock were exercised in 2020.
The table below summarizes the warrants outstanding at December 31, 2020:
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Exercise
|
|
|
Shares of
|
|
Issuance Date
|
|
Life in Years
|
|
Price
|
|
|
Common Stock
|
|
Various dates in 2017
|
|
10
|
|
$
|
13.6088
|
|
|
|
313,440
|
|
April 2018
|
|
5
|
|
$
|
11.73
|
|
|
|
20,000
|
|
April 2020 Compensation Warrant
|
|
1.7
|
|
$
|
3.01
|
|
|
|
50,000
|
|
April 2020 Performance Warrant
|
|
3.7
|
|
$
|
3.01
|
|
|
|
396,000
|
|
|
|
|
|
|
|
|
|
|
779,440
|
|
70
The table below summarizes the warrants outstanding at December 31, 2019:
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Exercise
|
|
|
Shares of
|
|
Issuance Date
|
|
Life in Years
|
|
Price
|
|
|
Common Stock
|
|
May 2017
|
|
5
|
|
$
|
13.6088
|
|
|
|
809,400
|
|
Various dates in 2017
|
|
10
|
|
$
|
13.6088
|
|
|
|
313,440
|
|
Various dates in 2016
|
|
4
|
|
$
|
13.6088
|
|
|
|
154,311
|
|
April 2018
|
|
5
|
|
$
|
11.73
|
|
|
|
20,000
|
|
|
|
|
|
|
|
|
|
|
1,297,151
|
|
NOTE 9. 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, 2020, an aggregate of 596,816 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, 2020, 183 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, 2020, an aggregate of 408,000 shares of common stock were available for future grant under the Inducement Grant Plan.
71
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.
Modifications to Performance-Based Stock Options
In August 2020, the disinterested members of the Board of Directors of the Company adopted certain amendments (the “Amendments”) to the Company’s 2018 Plan, and to the then outstanding Performance Options granted under the 2018 Plan and the 2017 Plan. Such Amendments were approved by the Company’s stockholders at the Company’s annual meeting of stockholders held on July 24, 2020. The Amendments include (i) amendment of the stock price milestones applicable to the Performance Options, and (ii) reduction of the exercise prices of the Performance Options held by the Company’s Chief Executive Officer and the Company’s President, which resulted in a modification of the Performance Options.
The Company values the Performance Options using a Monte Carlo simulation model. A fair value per share and a derived service period is determined for each of the three equal tranches of each Performance Award. The Company determined the fair values and the new derived service periods of the modified awards as of the date of modification and the fair values of the original awards immediately before the modification. The amount of incremental compensation expense resulting from the modification of each award is equal to the excess of the fair value of the modified award on the date of modification over the fair value of the original award immediately before the modification. The total incremental compensation expense resulting from the August 2020 modification of the Performance Options for approximately 215 employees was $3,011.
The assumptions used in the Monte Carlo simulation model for computing the fair values of the Performance Options on the modification date and immediately before the modification are set forth in the table below:
Amendment date stock price
|
|
$
|
8.83
|
|
Expected volatility
|
|
|
80
|
%
|
Risk-free interest rate
|
|
|
0.6
|
%
|
Expected dividend yield
|
|
|
—
|
%
|
Cost of equity
|
|
|
12
|
%
|
72
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 assumptions used in calculating the fair values of time-based stock options granted during the years ended December 31, 2020 and 2019 are set forth in the table below:
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Expected term (in years)
|
|
6.0 - 6.1
|
|
|
6.0 - 6.1
|
|
Expected volatility
|
|
68% - 83%
|
|
|
65% - 68%
|
|
Risk-free interest rate
|
|
0.4% - 1.2%
|
|
|
1.5% - 2.6%
|
|
Expected dividend yield
|
|
|
—
|
|
|
|
—
|
|
The assumptions used in calculating the fair values of purchase rights granted under the ESPP during the years ended December 31, 2020 and 2019 are set forth in the table below:
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Expected term (in years)
|
|
0.5 - 2.0
|
|
|
0.5 - 2.0
|
|
Expected volatility
|
|
65% - 130%
|
|
|
62% - 71%
|
|
Risk-free interest rate
|
|
0.1% - 1.5%
|
|
|
1.7% - 2.5%
|
|
Expected dividend yield
|
|
|
—
|
|
|
|
—
|
|
The Company values Performance Options using a Monte Carlo simulation model. A fair value per share is determined for each of the three equal tranches of each Performance Option. The assumptions used in the Monte Carlo simulation model for computing the grant date fair values of the Performance Options granted during the year ended December 31, 2020 and 2019 are set forth in the table below:
|
|
Year Ended
|
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Grant date stock price
|
|
$
|
11.10
|
|
|
$4.65 - $8.34
|
|
Dividend yield
|
|
|
—
|
%
|
|
|
—
|
%
|
Risk-free interest rate
|
|
|
0.8
|
%
|
|
|
2.7
|
%
|
Estimated volatility
|
|
|
85
|
%
|
|
|
65
|
%
|
73
The stock-based compensation expense by type of award and by operating expense grouping are presented below:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Stock-based compensation expense by type of award:
|
|
|
|
|
|
|
|
|
Restricted stock units
|
|
$
|
5,560
|
|
|
$
|
952
|
|
Restricted stock awards
|
|
|
181
|
|
|
|
350
|
|
Machine Box contingent common stock issuances
|
|
|
(37
|
)
|
|
|
1,255
|
|
Performance-based stock options
|
|
|
8,480
|
|
|
|
8,000
|
|
Stock options
|
|
|
4,767
|
|
|
|
9,610
|
|
Employee stock purchase plan
|
|
|
493
|
|
|
|
490
|
|
Common stock issued for services
|
|
|
95
|
|
|
|
-
|
|
Total
|
|
$
|
19,539
|
|
|
$
|
20,657
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation expense by operating expense grouping:
|
|
|
|
|
|
|
|
|
Sales and marketing
|
|
$
|
889
|
|
|
$
|
1,035
|
|
Research and development
|
|
|
1,046
|
|
|
|
2,549
|
|
General and administrative
|
|
|
17,604
|
|
|
|
17,073
|
|
|
|
$
|
19,539
|
|
|
$
|
20,657
|
|
Stock Plan Activity
Restricted Stock Awards
The Company’s restricted stock award activity for the year ended December 31, 2020 was as follows:
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average Grant
|
|
|
|
Shares
|
|
|
Date Fair Value
|
|
Unvested at December 31, 2019
|
|
|
22,813
|
|
|
$
|
7.50
|
|
Granted
|
|
|
6,903
|
|
|
$
|
4.47
|
|
Vested
|
|
|
(29,716
|
)
|
|
$
|
6.80
|
|
Unvested at December 31, 2020
|
|
|
-
|
|
|
|
|
|
As of December 31, 2020, there was no unrecognized compensation cost related to restricted stock awards. Stock awards with respect to a total of 6,903 shares of common stock were granted during the year ended December 31, 2020, which were fully vested upon grant. No stock awards were granted during the year ended December 31, 2019. The fair values of restricted stock awards that vested during the years ended December 31, 2020 and 2019 totaled $238 and $299, respectively.
Restricted Stock Units
The Company’s restricted stock units activity for the year ended December 31, 2020 was as follows:
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Average Grant
|
|
|
|
Shares
|
|
|
Date Fair Value
|
|
Unvested at December 31, 2019
|
|
|
142,145
|
|
|
$
|
6.71
|
|
Granted
|
|
|
914,157
|
|
|
$
|
10.94
|
|
Forfeited
|
|
|
(26,250
|
)
|
|
$
|
8.44
|
|
Vested
|
|
|
(200,928
|
)
|
|
$
|
5.85
|
|
Unvested at December 31, 2020
|
|
|
829,124
|
|
|
$
|
11.53
|
|
74
As of December 31, 2020, total unrecognized compensation cost related to restricted stock units was $4,593, which is expected to be recognized over a period of 0.7 year. The weighted average grant date fair values per share of restricted stock units granted in the years ended December 31, 2020 and 2019 were $10.94 and $6.97, respectively. The fair values of restricted stock units vested during the years ended December 31, 2020 and 2019 totaled $2,519 and $362, respectively.
Performance Options
The activity related to Performance Options for the year ended December 31, 2020 was as follows:
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
|
Aggregate
|
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
|
Intrinsic
|
|
|
|
Options
|
|
|
Price
|
|
|
Term
|
|
|
Value
|
|
Outstanding at December 31, 2019
|
|
|
4,484,739
|
|
|
$
|
16.68
|
|
|
|
|
|
|
|
|
|
Granted
|
|
|
120,000
|
|
|
$
|
11.10
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(370,719
|
)
|
|
$
|
5.62
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2020
|
|
|
4,234,020
|
|
|
$
|
10.55
|
|
|
7.55 years
|
|
|
$
|
—
|
|
Exercisable at December 31, 2020
|
|
|
—
|
|
|
$
|
—
|
|
|
|
—
|
|
|
$
|
—
|
|
The weighted average grant date fair values per share of Performance Options granted during the years ended December 31, 2020 and 2019 were $7.36 and $2.55, respectively. No performance-based stock options vested during the years ended December 31, 2020 and 2019. At December 31, 2020, total unrecognized compensation expense related to Performance Options was $16,268 and was expected to be recognized over a weighted average period of 1.6 years. During the first quarter of 2021, the Company achieved all of the stock price milestones applicable to Performance Options and, as a result, the remaining $16,268 of unrecognized compensation will be accelerated and recognized in full as a one-time expense in the first quarter of 2021.
Stock Options
The activity related to all other stock options for the year ended December 31, 2020 was as follows:
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
|
|
|
|
Remaining
|
|
Aggregate
|
|
|
|
|
|
|
|
Exercise
|
|
|
Contractual
|
|
Intrinsic
|
|
|
|
Options
|
|
|
Price
|
|
|
Term
|
|
Value
|
|
Outstanding at December 31, 2019
|
|
|
5,196,778
|
|
|
$
|
13.09
|
|
|
|
|
|
|
|
Granted
|
|
|
768,000
|
|
|
$
|
7.01
|
|
|
|
|
|
|
|
Exercised
|
|
|
(163,359
|
)
|
|
$
|
5.70
|
|
|
|
|
|
|
|
Forfeited
|
|
|
(234,917
|
)
|
|
$
|
8.61
|
|
|
|
|
|
|
|
Expired
|
|
|
(166,432
|
)
|
|
$
|
14.44
|
|
|
|
|
|
|
|
Outstanding at December 31, 2020
|
|
|
5,400,070
|
|
|
$
|
12.60
|
|
|
6.88 years
|
|
$
|
85,632
|
|
Exercisable at December 31, 2020
|
|
|
4,187,251
|
|
|
$
|
13.91
|
|
|
6.34 years
|
|
$
|
60,870
|
|
The weighted average grant date fair values per share of stock options granted in the years ended December 31, 2020 and 2019 were $4.69 and $3.47, respectively. The aggregate intrinsic values of the options exercised during the years ended December 31, 2020 and 2019 were $2,238 and $189, respectively. The total grant date fair values of stock options vested during the years ended December 31, 2020 and 2019 were $5,205 and $10,226, respectively.
At December 31, 2020, total unrecognized compensation expense related to stock options was $5,792 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 options.
75
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. This reset feature was triggered under the ESPP on February 1, 2019 and February 1, 2020. These resets constituted modifications pursuant to the guidance in ASC 718, Stock Based Compensation. The Company engaged specialists to determine the incremental cost associated with the modification by calculating the expense related to the modified awards using the assumptions before and after the trigger dates. The modifications did not have a material effect on the Company’s stock-based compensation expense for the years ended December 31, 2020 and 2019.
Employee payroll deductions accrued under the ESPP as of December 31, 2020 and 2019 totaled $135 and $196, respectively. During the years ended December 31, 2020 and 2019 a total of 126,550 and 129,514 shares of common stock were purchased under the ESPP at a weighted average purchase price of $1.90 and $4.65, respectively.
NOTE 10. PROVISION FOR INCOME TAXES
The components of the Company’s loss before the provision for income taxes consisted of the following:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
United States of America
|
|
$
|
(47,831
|
)
|
|
$
|
(63,624
|
)
|
Foreign
|
|
|
31
|
|
|
|
94
|
|
Total
|
|
$
|
(47,800
|
)
|
|
$
|
(63,530
|
)
|
76
The provision for income taxes consisted of the following for the years ended December 31, 2020 and 2019:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Current
|
|
|
|
|
|
|
|
|
Federal
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
|
|
70
|
|
|
|
19
|
|
Foreign
|
|
|
6
|
|
|
|
18
|
|
Total Current Provision
|
|
|
76
|
|
|
|
37
|
|
|
|
|
|
|
|
|
|
|
Deferred
|
|
|
|
|
|
|
|
|
Federal
|
|
|
(11,573
|
)
|
|
|
(14,188
|
)
|
State
|
|
|
(4,532
|
)
|
|
|
(1,073
|
)
|
Foreign
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Change in valuation allowance
|
|
|
16,105
|
|
|
|
13,772
|
|
Total deferred (benefit) provision
|
|
|
—
|
|
|
|
(1,489
|
)
|
Total provision (benefit)
|
|
$
|
76
|
|
|
$
|
(1,452
|
)
|
A reconciliation of the statutory U.S. federal income tax rate to the Company's effective tax rate for the years ended December 31, 2020 and 2019 is as follows:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Tax, computed at the federal statutory rate
|
|
|
21.00
|
%
|
|
|
21.00
|
%
|
State taxes, net of federal tax benefit
|
|
|
9.36
|
|
|
|
1.17
|
|
Meals, entertainment and other
|
|
|
3.17
|
|
|
|
(0.55
|
)
|
Benefit from basis difference in acquired asset
|
|
|
—
|
|
|
|
2.34
|
|
Change in valuation allowance
|
|
|
(33.69
|
)
|
|
|
(21.68
|
)
|
(Provision for) benefit from income taxes
|
|
|
(0.16
|
)%
|
|
|
2.28
|
%
|
The significant components of the Company’s deferred income tax assets and liabilities as of December 31, 2020 and 2019 were as follows:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Net operating losses
|
|
$
|
44,711
|
|
|
$
|
38,674
|
|
Stock-based compensation
|
|
|
15,866
|
|
|
|
10,702
|
|
Accrued expenses
|
|
|
2,352
|
|
|
|
180
|
|
Research credits
|
|
|
3,193
|
|
|
|
710
|
|
Other
|
|
|
518
|
|
|
|
577
|
|
Gross deferred tax assets
|
|
|
66,640
|
|
|
|
50,843
|
|
Less: valuation allowance
|
|
|
(65,110
|
)
|
|
|
(49,005
|
)
|
Total deferred tax assets
|
|
|
1,530
|
|
|
|
1,838
|
|
|
|
|
|
|
|
|
|
|
Other - fixed assets and intangibles
|
|
|
(1,530
|
)
|
|
|
(1,838
|
)
|
Total deferred tax liabilities
|
|
|
(1,530
|
)
|
|
|
(1,838
|
)
|
Net deferred tax assets
|
|
$
|
—
|
|
|
$
|
—
|
|
77
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 the assets will not be realized. Accordingly, the Company recorded a full valuation allowance as of December 31, 2020 and 2019 against its U.S. federal and state deferred tax assets as of December 31, 2020 and 2019.
The change in the valuation allowance for the years ended December 31, 2020 and 2019 is as follows:
|
|
Year Ended
|
|
|
|
December 31,
|
|
|
|
2020
|
|
|
2019
|
|
Valuation allowance, at beginning of year
|
|
$
|
49,005
|
|
|
$
|
35,233
|
|
Increase in valuation allowance
|
|
|
16,105
|
|
|
|
13,772
|
|
Valuation allowance, at end of year
|
|
$
|
65,110
|
|
|
$
|
49,005
|
|
As of December 31, 2020, the Company has federal and state income tax net operating loss carryforwards of approximately $186,324 and $87,251, respectively. The U.S. federal and state net operating losses are projected to expire in 2034 and 2021, respectively, unless previously utilized. Net 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 $2,421 and $1,807, respectively, as of December 31, 2020. 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. Certain tax attributes may be subject to an annual limitation in the event there has been or is a change of ownership as defined under Internal Revenue Code Section 382.
At December 31, 2020 and 2019, the Company had approximately $720 and $0, respectively, of unrecognized tax benefits all of which would impact the Company’s effective tax rate if recognized. If recognized, $655 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 decrease in the next twelve months.
The Company is subject to taxation in the United States and various states. Certain U.S. federal tax returns and state tax returns are open for examination for tax years 2016 and forward. The Company is not currently under examination from income tax authorities in the jurisdictions in which the Company does business.
On March 27, 2020, the U.S federal government enacted the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"). The CARES Act is an emergency economic stimulus package in response to the coronavirus outbreak which, among other things, contains numerous income tax provisions. Some of these tax provisions are effective retroactively for years ended before the date of the enactment. The provisions of the CARES Act did not materially impact the Company's tax position.
NOTE 11. RELATED PARTY TRANSACTIONS
There were no related party transactions as of or during the years ended December 31, 2020 and 2019.
NOTE 12. SUBSEQUENT EVENTS
On January 4, 2021, the Company voluntarily terminated that certain Equity Distribution Agreement dated June 1, 2018 between the Company and JMP Securities LLC, effective January 5, 2021. The ATM Facility was terminable at will by the Company with no penalty.
During the first quarter ending March 31, 2021, the Company achieved all of the stock price milestones applicable to the Performance Options granted under the 2018 Plan, the 2017 Plan and Inducement Grant Plan. As a result, total unrecognized compensation cost associated with such Performance Options of $16,268 was accelerated and recognized in full during such quarter.
On February 23, 2021, the Company entered into an Office Sublease (the “Sublease”) with California Pizza Kitchen, Inc. (the “Subtenant”), pursuant to which the Company will sublease its office space located at 575 Anton Boulevard, Costa Mesa, California, consisting of approximately 37,875 square feet, which the Company leases pursuant to the Lease Agreement dated July 14, 2017, between the Company and PR II/MCC South Coast Property Owner, LLC (the “Landlord”), as amended (the “Lease”), subject to the written consent of the Landlord to the Sublease. The term of the Sublease is expected to commence in March 2021 and will continue through December 31, 2024, coterminous with the Lease. Pursuant
78
to the Sublease, the Subtenant will pay to the Company base rent in an initial amount of $95 per month, 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. During the first quarter ending March 31, 2021, the Company recorded approximately $4,500 in charges resulting from the Sublease.
79