COVER PAGE
COVER PAGE - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 23, 2021 | Jun. 30, 2020 | |
Entity Information [Line Items] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2020 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 001-37862 | ||
Entity Registrant Name | PHUNWARE, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 30-1205798 | ||
Entity Address, Address Line One | 7800 Shoal Creek Blvd | ||
Entity Address, Address Line Two | Suite 230-S | ||
Entity Address, City or Town | Austin | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 78757 | ||
City Area Code | 512 | ||
Local Phone Number | 693-4199 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 44,457,382 | ||
Entity Common Stock, Shares Outstanding | 71,211,399 | ||
Documents Incorporated by Reference | Portions of the information called for by Part III of this Annual Report on Form 10-K are incorporated by reference from the definitive proxy statement for the registrant's annual meeting of stockholders to be filed with the Securities and Exchange Commission within 120 days after the registrant's fiscal year ended December 31, 2020. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, the definitive proxy statement is not deemed to be filed as part hereof. | ||
Entity Central Index Key | 0001665300 | ||
Amendment Flag | false | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2020 | ||
Common Stock | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | ||
Trading Symbol | PHUN | ||
Security Exchange Name | NASDAQ | ||
Warrants | |||
Entity Information [Line Items] | |||
Title of 12(b) Security | Warrants to purchase one share of Common Stock | ||
Trading Symbol | PHUNW | ||
Security Exchange Name | NASDAQ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 3,940 | $ 276 |
Accounts receivable, net of allowance for doubtful accounts of $356 and $3,179 at December 31, 2020 and 2019, respectively | 664 | 1,671 |
Prepaid expenses and other current assets | 304 | 368 |
Total current assets | 4,908 | 2,315 |
Property and equipment, net | 13 | 24 |
Goodwill | 25,900 | 25,857 |
Intangible assets, net | 111 | 253 |
Deferred tax asset | 537 | 241 |
Restricted cash | 91 | 86 |
Other assets | 276 | 276 |
Total assets | 31,836 | 29,052 |
Current liabilities: | ||
Accounts payable | 8,462 | 10,159 |
Accrued expenses | 5,353 | 4,035 |
Accrued legal settlement | 3,000 | 0 |
Deferred revenue | 2,397 | 3,360 |
PhunCoin deposits | 1,202 | 1,202 |
Factored receivables payable | 0 | 1,077 |
Current maturities of long-term debt, net | 4,435 | 0 |
Warrant liability | 1,614 | 0 |
Total current liabilities | 26,463 | 19,833 |
Long-term debt | 3,762 | 910 |
Long-term debt - related party | 195 | 195 |
Deferred tax liability | 537 | 241 |
Deferred revenue | 2,678 | 3,764 |
Deferred rent | 180 | 83 |
Total liabilities | 33,815 | 25,026 |
Commitments and contingencies (Note 9) | ||
Stockholders’ equity (deficit) | ||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized at December 31, 2020 and 2019; 56,380,111 and 39,817,917 shares issued and outstanding as of December 31, 2020 and 2019, respectively | 6 | 4 |
Additional paid-in capital | 144,156 | 128,008 |
Accumulated other comprehensive loss | (338) | (382) |
Accumulated deficit | (145,803) | (123,604) |
Total stockholders’ equity (deficit) | (1,979) | 4,026 |
Total liabilities and stockholders’ equity (deficit) | $ 31,836 | $ 29,052 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 356 | $ 3,179 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 56,380,111 | 39,817,917 |
Common stock, shares outstanding (in shares) | 56,380,111 | 39,817,917 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenues | $ 10,001 | $ 19,150 |
Cost of revenues | 3,357 | 9,020 |
Gross profit | 6,644 | 10,130 |
Operating expenses: | ||
Sales and marketing | 1,653 | 2,706 |
General and administrative | 15,361 | 15,403 |
Research and development | 2,628 | 4,333 |
Legal Settlement | 4,500 | 0 |
Total operating expenses | 24,142 | 22,442 |
Operating loss | (17,498) | (12,312) |
Other income (expense): | ||
Interest expense | (3,413) | (581) |
Loss on extinguishment of debt | (2,158) | 0 |
Fair value adjustment for warrant liabilities | 872 | 0 |
Other income | 0 | 27 |
Total other expense | (4,699) | (554) |
Loss before taxes | (22,197) | (12,866) |
Income tax expense | (2) | (5) |
Net loss | (22,199) | (12,871) |
Cumulative translation adjustment | 44 | 36 |
Comprehensive loss | $ (22,155) | $ (12,835) |
Loss per share, basic and diluted (in dollars per share) | $ (0.50) | $ (0.35) |
Weighted-average common shares used to compute net loss per share, basic and diluted (in shares) | 44,269 | 36,879 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Loss |
Beginning balance at Dec. 31, 2018 | $ 5,377 | ||||
Beginning balance (in shares) at Dec. 31, 2018 | 6,000 | ||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||
Series A convertible preferred stock redeemed for cash | $ (5,377) | ||||
Series A convertible preferred stock redeemed for cash (in shares) | (6,000) | ||||
Ending balance at Dec. 31, 2019 | $ 0 | ||||
Ending balance (in shares) at Dec. 31, 2019 | 0 | ||||
Beginning balance at Dec. 31, 2018 | $ 5,827 | $ 3 | $ 118,062 | $ (111,820) | $ (418) |
Beginning balance (in shares) at Dec. 31, 2018 | 27,253,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net of vesting of restricted shares | 287 | 287 | |||
Exercise of stock options, net of vesting of restricted shares (in shares) | 506,000 | ||||
Vesting of restricted stock units (in shares) | 45,000 | ||||
Exercise of common stock warrants for cash | 6,184 | 6,184 | |||
Exercise of common stock warrants for cash (in shares) | 617,000 | ||||
Exercise of common stock warrants pursuant to cashless provisions | 0 | $ 1 | (1) | ||
Exercise of common stock warrants pursuant to cashless provisions (in shares) | 10,913,000 | ||||
Series A convertible preferred stock redeemed for cash | (863) | (863) | |||
Waiver of sponsor promissory note originally issued in conjunction with reverse merger | 1,993 | 1,993 | |||
Stock-based compensation expense | 1,784 | 1,784 | |||
Reacquisition of equity component of Senior Convertible Note | 0 | ||||
Equity classified cash conversion feature of Senior Convertible Note | 0 | ||||
Cumulative translation adjustment | 36 | 36 | |||
Issuance of common stock for payment of legal, earned bonus and board of director fees | 562 | 562 | |||
Issuance of common stock for payment of bonus and legal fees (in shares) | 477,000 | ||||
Net loss | (12,871) | (12,871) | |||
Ending balance at Dec. 31, 2019 | 4,026 | $ 4 | 128,008 | (123,604) | (382) |
Ending balance (in shares) at Dec. 31, 2019 | 39,811,000 | ||||
Ending balance at Dec. 31, 2020 | $ 0 | ||||
Ending balance (in shares) at Dec. 31, 2020 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net of vesting of restricted shares | $ 99 | 99 | |||
Exercise of stock options, net of vesting of restricted shares (in shares) | 188,000 | ||||
Vesting of restricted stock units (in shares) | 1,631,000 | ||||
Issuance of common stock for payment of legal, earned bonus, and board of director fees | 1,283 | 1,283 | |||
Issuance of common stock for payment of legal, earned bonus, and board of director fees (in shares) | 1,348,000 | ||||
Sales of common stock, net of issuance costs | 9,178 | $ 1 | 9,177 | ||
Sale of common stock, net of issuance costs (in shares) | 11,629,160 | ||||
Stock-based compensation expense | 4,492 | 4,492 | |||
Issuance of common stock upon partial conversions of Senior Convertible Note | 2,267 | $ 1 | 2,266 | ||
Issuance of common stock upon partial conversions of Senior Convertible Note (in shares) | 1,763,675 | ||||
Reacquisition of equity component of Senior Convertible Note | (1,388) | (1,388) | |||
Equity classified cash conversion feature of Senior Convertible Note | 219 | 219 | |||
Cumulative translation adjustment | 44 | 44 | |||
Net loss | (22,199) | (22,199) | |||
Ending balance at Dec. 31, 2020 | $ (1,979) | $ 6 | $ 144,156 | $ (145,803) | $ (338) |
Ending balance (in shares) at Dec. 31, 2020 | 56,371,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net loss | $ (22,199) | $ (12,871) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 11 | 59 |
Amortization of acquired intangibles | 142 | 268 |
Amortization of debt discount and deferred financing costs | 2,185 | 0 |
Fair Value Adjustment of Warrants | (872) | 0 |
Loss on sale of digital currencies | 0 | 4 |
Loss on extinguishment of debt | 2,158 | 0 |
Non-cash interest expense | 55 | 0 |
Bad debt (recovery) expense | 205 | 114 |
Settlement of accounts payable | (453) | 0 |
Stock-based compensation | 4,492 | 1,784 |
Deferred income taxes | 0 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 796 | 1,817 |
Prepaid expenses and other assets | 65 | 184 |
Accounts payable | 427 | 740 |
Accrued expenses | 1,064 | 1,133 |
Accrued legal settlement | 3,000 | 0 |
Deferred revenue | (2,049) | 581 |
Net cash used by operating activities | (10,973) | (6,187) |
Investing activities | ||
Proceeds received from sale of digital currencies | 0 | 88 |
Capital expenditures | 0 | (18) |
Net cash provided by investing activities | 0 | 70 |
Financing activities | ||
Proceeds from borrowings, net of issuance costs | 14,815 | 1,105 |
Proceeds from related party bridge loans | 560 | 0 |
Payments on convertible notes | (8,418) | 0 |
Payments on related party notes | (560) | 0 |
Proceeds from PhunCoin deposits | 0 | 212 |
Net repayments on factoring agreement | (1,077) | (1,357) |
Proceeds from sales of common stock, net of issuance costs | 9,177 | 0 |
Proceeds from exercise of stock options | 0 | 6,092 |
Proceeds from exercise of stock options | 99 | 287 |
Series A convertible preferred stock redemptions and dividend payments | 0 | (6,240) |
Net cash provided for financing activities | 14,596 | 99 |
Effect of exchange rate on cash and restricted cash | 46 | 36 |
Net increase (decrease) in cash and restricted cash | 3,669 | (5,982) |
Cash and restricted cash at the beginning of the period | 362 | 6,344 |
Cash and restricted cash at the end of the period | 4,031 | 362 |
Supplemental disclosure of cash flow information | ||
Interest paid | 1,251 | 603 |
Supplemental disclosure of non-cash information | ||
Issuance of common stock for payment of legal, earned bonus and board of director fees | 1,283 | 562 |
Issuance of common stock upon partial conversions of Senior Convertible Note | 2,266 | 0 |
Reacquisition of equity component of Senior Convertible Note | (1,388) | 0 |
Equity classified cash conversion feature of Senior Convertible Note | 219 | 0 |
Waiver of sponsor promissory note | $ 0 | $ 1,993 |
The Company and Basis of Presen
The Company and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation The Company Phunware, Inc. and its subsidiaries (the “Company”, "we", "us", or "our") offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their mobile application portfolios globally at scale. Phunware’s Multiscreen-as-a-Service ("MaaS") platform provides the entire mobile lifecycle of applications and media in one login through one procurement relationship. The Company’s MaaS technology is available in software development kit form for organizations developing their own application, via customized development services and prepackaged solutions. Through its integrated mobile advertising platform of publishers and advertisers, the Company provides in-app application transactions for mobile audience building, user acquisition, application discovery, audience engagement and audience monetization. Founded in 2009, we are a Delaware corporation headquartered in Austin, Texas. Basis of Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Reclassifications of Prior Year Presentation Certain amounts in the financial statements of prior periods have been reclassified to conform to the current period financial statement presentation. This reclassification had no effect on our reported results of operations. A reclassification was made to the consolidated balance sheet as of December 31, 2019 to identify related parties for debt issuances. Going Concern Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern ("ASC 205-40") requires management to assess the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. Under ASC 205-40, management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, management’s evaluation shall initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. Our assessment included the preparation of a detailed cash forecast that included all projected cash inflows and outflows. We continue to focus on growing our revenues. Accordingly, operating expenditures may exceed the revenue we expect to receive for the foreseeable future. Furthermore, we have a history of operating losses and negative operating cash flows and expect these trends to continue into the foreseeable future. During the year ended December 31, 2020, we secured financings through the issuance of new convertible notes and the sale of its common stock through an at-the-market offering (both more fully described below). Furthermore, as more fully noted in Note 16 " Subsequent Events ", we have raised additional cash proceeds from the issuance of shares of our common stock. Subsequent to December 31, 2020, we raised net cash proceeds totaling approximately $29,780, of which $5,058 was cash proceeds from our existing at-the-market offering in January 2021 and $24,722 was net cash proceeds from an underwritten offering in February 2021. The holder of our Convertible Notes (defined below) elected to require us to use forty percent (40%) of the net proceeds from both fund raising events to satisfy obligations to redeem the 2020 Convertible Notes. We have a history of net losses and although we anticipate our future cash outflows to exceed cash inflows as we continue to invest in revenue growth, as a result of the subsequent cash financings described above, we believe we have sufficient cash on-hand to fund potential net cash outflows for one year following the filing date of this Annual Report on Form 10-K. Accordingly, we believe there does not exist any indication of substantial doubt about our ability to continue as a going concern for one year following the filing date of this Annual Report on Form 10-K. As of the date of this Annual Report on Form 10-K, while we believe we have adequate capital resources to complete our near-term operations, there is no guarantee that such capital resources will be sufficient until such time we reach profitability. We may access capital markets to fund strategic acquisitions or ongoing operations on terms we believe are favorable. The timing and amount of capital that may be raised is dependent on market conditions and the terms and conditions upon which investors would require to provide such capital. The Company may utilize debt or sell newly issued equity securities through public or private transactions, or through the use of another at-the-market facility. We currently have an effective "shelf" registration statement on Form S-3 we may utilize for financings for the issuance of our common stock, preferred stock, warrants or units. There can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs and support our growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted; however, we have been successful in accessing capital markets in the past, and we are confident in our ability to access capital markets again, if needed. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Items subject to the use of estimates include, but are not limited to, the standalone selling price for our products and services, stock-based compensation, useful lives of long-lived assets including intangibles, fair value of intangible assets and the recoverability or impairment of tangible and intangible assets, including goodwill, reserves and certain accrued liabilities, the benefit period of deferred commissions, fair value of debt component of the convertible note at issuance, the fair value of the convertible note outstanding upon derecognition, assumptions used in Black-Scholes valuation method, such as expected volatility, risk-free interest rate and expected dividend rate and provision for (benefit from) income taxes. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. Recently Adopted Accounting Standards On January 1, 2020, we adopted Accounting Standards Update ("ASU") 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies how all entities assess goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step; comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The adoption of this standard had no impact on the Company's consolidated financial statements or related disclosures. During 2020, we also adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). ASU 2018-13 improves the effectiveness of disclosures by removing, modifying or adding certain disclosures about fair value measurements required under ASC 820. The amendments added disclosures regarding changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty. The applicable amendments were applied prospectively. As ASU 2018-13 only revised disclosure requirements, it did not have a material impact on our consolidated financial statements. Revenue Recognition On January 1, 2019, we adoption ASC 606, Revenue from Contracts with Customers ("ASC 606") . Generally, the provisions of ASC 606 state that revenue is recognized upon transfer of control of promised products or services in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct, distinct within the context of the contract and accounted for as separate performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing for contracts with customers. When the timing of revenue recognition differs from the timing of invoicing, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms and other circumstances. Generally, we determine that contracts do not include a significant financing component. We apply a practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Payment terms vary by contract type; however, contracts typically stipulate a requirement for the customer to pay within 30 days. Transaction price may be allocated to performance obligations that are unsatisfied or are partially unsatisfied. Amounts relating to remaining performance obligations on non-cancelable contracts include both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. Significant Judgments Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For contracts with multiple performance obligations, the contract price is allocated to separate performance obligations on a relative standalone basis for which significant judgment is required. Judgment is required to determine whether a software license is considered distinct and accounted for separately, or not distinct and accounted for together with the software support and services and recognized over time. Platform Subscriptions and Services Revenue We derive subscription revenue from software license fees, which comprise subscription fees from customers licensing our Software Development Kits (SDKs), which include accessing the MaaS platform and/or MaaS platform data; application development service revenue from the development of customer applications, or apps, which are built and delivered to customers; and support fees. Our contract terms generally range from one Subscription revenue from SDK licenses gives the customer the right to access our MaaS platform. In accordance with ASC 606, a ‘right to access’ license is recognized over the license period. Application development revenue is derived from development services around designing and building new applications or enhancing existing applications. We recognize application development revenue upon the transfer of control of the completed application or application development services. We typically bill for application development revenue in advance at contract signing, but may at times, bill one-half in advance at contract execution and one-half upon completion. Support and maintenance revenue is comprised of support fees for customer applications, software updates, and technical support for application development services for a support term. Support revenue is recognized ratably over the support term. Support and maintenance is typically billed annually in advance. When a customer contract consists of licensing, application development and support and maintenance, we consider these separate performance obligations, which would require an allocation of consideration. From time to time, we may also provide professional services by outsourcing employees to customers on a time and materials basis. Revenues from these arrangements are recognized as the services are performed. The Company typically bills professional service customers in the month in which the services are performed. Application Transaction Revenue We also generate revenue by charging advertisers to deliver advertisements (ads) to users of mobile connected devices. Depending on the specific terms of each advertising contract, the Company generally recognizes revenue based on the activity of mobile users viewing these ads. Fees from advertisers are commonly based on the number of ads delivered or views, clicks or actions by users on mobile advertisements delivered, and the Company recognizes revenue at the time the user views, clicks or otherwise acts on the ad. We sell ads through several offerings: cost per thousand impressions, on which advertisers are charged for each ad delivered to 1,000 consumers; cost per click, on which advertisers are charged for each ad clicked or touched on by a user; and cost per action, on which advertisers are charged each time a consumer takes a specified action, such as downloading an app. In addition, we generate application transaction revenue thru in-app purchases from an application on our platform. In the normal course of business, we may act as an intermediary in executing transactions with third parties. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in its transactions with advertisers. Control is a determining factor in assessing principal versus agent relation. The determination of whether we are acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement. ASC 606 provides indicators of when an entity controls specified goods or services and is therefore acting as a principal. Based on the indicators of control, we have determined that we are the principal in all advertising arrangements because we are responsible for fulfilling the promise to provide the specified advertisements to advertising agencies or companies; establishing the selling prices of the advertisements sold; and credit risk with its advertising traffic providers. Accordingly, we act as the principal in all advertising arrangements and therefore report revenue earned and costs incurred related to these transactions on a gross basis. Deferred Commissions Deferred commissions are recorded in prepaid and other current assets in our consolidated balance sheets. Changes in deferred commissions for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Balance, beginning of the period $ 309 $ 369 Deferral of commissions earned 94 171 Recognition of commission expense (193) (231) Balance, end of the period $ 210 $ 309 Concentrations of Credit Risk Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. Although we limit our exposure to credit loss by depositing our cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, our deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable, and we believe the carrying value approximates fair value. The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts. December 31, 2020 2019 Customer A — % 15 % Customer B 55 % 11 % Customer C 16 % 2 % Customer D 13 % 5 % Customer E — % 10 % Customer F 5 % 23 % Cash, Cash Equivalents, and Restricted Cash We consider all investments with a maturity of three months or less from the date of acquisition to be cash equivalents. The Company had no cash equivalents at December 31, 2020 or 2019. As a result of certain debt financings, we are required to maintain restricted balances. We had $91 and $86 in restricted cash as of December 31, 2020 and 2019, respectively. Accounts Receivable and Reserves Accounts receivable are presented net of allowances. We consider receivables past due based on the contractual payment terms. We make judgments as to our ability to collect outstanding receivables and record a bad debt allowance for receivables when collection becomes doubtful. The allowances are based upon historical loss patterns, current and prior trends in our aged receivables, credit memo activity, and specific circumstances of individual receivable balances. Accounts receivable consisted of the following: December 31, 2020 2019 Accounts receivable $ 1,020 $ 4,850 Less allowances for doubtful accounts (356) (3,179) Accounts receivable, net $ 664 $ 1,671 Changes in the allowance for doubtful accounts are as follows: December 31, 2020 2019 Balance, beginning of period $ 3,179 $ 3,276 Allowances for bad debt 205 114 Issuance of credit memos and write offs (3,028) (211) Balance, end of period $ 356 $ 3,179 Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years. Leasehold improvements are amortized over the shorter of their useful lives or the remaining terms of the related leases. Net book value of property and equipment was $13 and $24 at December 31, 2020 and 2019, respectively, and total depreciation expense was $11 and $59 for the years ended December 31, 2020 and 2019, respectively. Goodwill and Intangible Assets Goodwill arises from purchase business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. In accordance with ASC 350, Intangibles — Goodwill and Other , we do not amortize goodwill or intangible assets with indefinite lives but rather assesses their carrying value for indications of impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. As discussed above, we adopted ASU 2017-04 on January 1, 2020, which states an entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. We attribute goodwill to a sole reporting unit for impairment testing. We derived the fair value from the market capitalization approach, whereby we utilize the historical market price of our common stock traded on the Nasdaq to estimate the fair value of our reporting unit. The determination of whether goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the reporting unit. Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill. Identifiable intangible assets consist of acquired trade names, customer lists, technology, in-process research and development and order backlog associated with the acquired businesses. Amortization of finite-lived intangible assets is calculated using either the straight-line or accelerated amortization model based on the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. We did not recognize any goodwill or intangible impairment losses in the years ended December 31, 2020 or 2019. Long-Lived Assets Long-lived asset with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that an asset’s carrying value may not be recoverable. In accordance with authoritative guidance, we evaluate the recoverability of each of our long-lived assets, including property and equipment, by comparing its carrying amount to the undiscounted future cash flows expected to be generated. If the total of undiscounted future cash flows is less than the carrying amount of an asset, an impairment would be recognized for the amount by which the carrying amount of the asset exceeds its fair value. We did not recognize any impairment losses relating to our long-lived assets during the years ended December 31, 2020 or 2019. Convertible Debt In March 2020, we issued a 7% convertible note with a principal amount of $3,000 for gross proceeds at closing of $2,371. In accounting for the issuance, we separated the note into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar liabilities that do not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the carrying amount of the liability component from the par value of the note. The difference represents the debt discount, recorded as a reduction of the senior convertible note on our consolidated balance sheet, and is amortized to interest expense over the term of the note using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the note, we allocated the total amount of issuance costs incurred to liability and equity components based on their relative values. Issuance costs attributable to the liability component are being amortized using the effective interest rate method, to interest expense over the term of the notes. The issuance costs attributable to the equity component are recorded as a reduction of the equity component within additional paid-in capital. In July 2020, we issued a convertible note with an initial principal amount of $4,320. After the payoff of convertible note issued in March 2020 and deducting transaction costs, aggregate net cash proceeds to the Company was $1,751. In accordance with ASC Topic 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock , we evaluated all of the convertible note's financial instruments, including warrants to purchase common stock issued in conjunction with convertible debt, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations and comprehensive loss. We use a Black-Scholes option-pricing model to value the warrants at inception and subsequent valuation dates. Refer to Fair Value of Financial Instruments below. Direct costs incurred to issue non-revolving debt instruments are recognized as a reduction to the related debt balance in the accompanying consolidated balance sheets and amortized to interest expense over the contractual term of the related debt using the effective interest method. Leases Leases are reviewed and classified as capital or operating at their inception. For leases that contain rent escalations or periods during the lease term where rent is not required, we recognize rent expense based on allocating the total rent payable on a straight-line basis over the term of the lease excluding lease extension periods. The difference between rent payments and straight-line rent expense is recorded as deferred rent. Deferred rent that will be recognized during the succeeding 12-month period is recorded as the current portion of deferred rent and is included in accrued expenses and other and the remainder is recorded in deferred rent on the consolidated balance sheets. Advertising Costs Advertising costs are expensed as incurred. We did not incur any advertising costs for the years ended December 31, 2020 and 2019, respectively. Stock-Based Compensation Compensation expense related to stock-based transactions, including employee and non-employee director awards, is measured and recognized in the financial statements based on fair value on the grant date of the award. We recognize stock-based compensation expense for awards with only service conditions on a ratable basis over the requisite service period of the related award, generally the vesting period of the award. We have not granted any awards with market or performance conditions. Forfeitures of all stock-based awards are accounted for when they occur. Retirement Plan At December 31, 2020, we administered one employee retirement plan that qualified as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the retirement plan, participating employees may contribute a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. No employer matching contributions were made to the retirement plan during the years ended December 31, 2020 or 2019. Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities reflect the future tax consequences of the differences between the financial reporting and tax bases of assets and liabilities using current enacted tax rates. Valuation allowances are recorded when the realizability of such deferred tax assets does not meet the more-likely-than-not threshold under ASC 740. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event of a change in the determination as to the amount of deferred tax assets that can be realized, an adjustment of the valuation allowance with a corresponding impact to the provision for income taxes will be made in the period in which such determination was made. The guidance on accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criterion for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We have not recognized interest or penalties on the consolidated balance sheets or statements of operations and comprehensive loss. Comprehensive Loss We apply the guidance in ASC 220, Comprehensive Income , for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss comprises net loss and cumulative foreign currency translation adjustments. The accumulated comprehensive loss at December 31, 2020 and 2019 was due to foreign currency translation adjustments. Loss per Common Share Basic loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Restricted shares subject to repurchase provisions relating to early exercises under our 2009 Equity Incentive Plan were excluded from basic shares outstanding. Diluted loss per common share is computed by giving effect to all potential shares of common stock, including those related to our outstanding warrants and stock equity plans, to the extent dilutive. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been anti-dilutive: December 31, 2020 2019 Convertible notes 5,733,712 21,740 Warrants 5,996,112 3,836,112 Options 1,208,740 1,465,450 Restricted stock units 1,677,060 2,436,968 Restricted shares 574 6,219 Total 14,616,198 7,766,489 Fair Value of Financial Instruments We follow the guidance in ASC 820, Fair Value Measurement , to account for financial assets and liabilities measured on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires fair value measurements be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Determining which category an asset or liability falls within the hierarchy requires significant judgment. Our financial instruments measured at fair value as of December 31, 2020 are set forth below: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ 1,614 $ — $ 1,614 Total $ — $ 1,614 $ — $ 1,614 Loss Contingencies We are subject to the possibility of various loss contingencies arising in the ordinary course of business. We accrue for loss contingencies when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If we determine that a loss is possible and the range of the loss can be reasonably determined, then we disclose the range of the possible loss. We regularly evaluate current information available to us to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed. From time to time, we are involved in disputes, litigation, and other legal actions. However, there are many uncertainties associated with any litigation, and these actions or other third-party claims against us may cause us to incur substantial settlement charges, which are inherently difficult to estimate and could adversely affect our results of operations. The actual liability in any such matters may be materially different from our estimates, which could result in the need to adjust our liability and record additional expenses. Subsequent Events In accordance with U.S. GAAP, we have evaluated events that have occurred after the date of the financial statements through the date the financial statements are issued to determine if events or transactions occurring after the date of the financial statements require potential adjustment to or disclosure in the financial statements. See Note 16 for additional discussion on our subsequent events. Emerging Growth Company and Smaller Reporting Company We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). We currently anticipate that we will cease being an emerging growth company on December 31, 2021. The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We did not elect not to opt out of such extended transition period. We are also a "smaller reporting company" as defined by the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company which would allow us to take advantage of many of the same exemptions from disclosure requirements. Smaller reporting company status is determined on an annual basis. Recent Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The core principle of ASU 2016-02 is that a lessee should recognize the assets and liabilities that arise from leases. For operating leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Under current U.S. GAAP, we recognize rent expense on a straight-line basis for all operating leases, taking into account fixed accelerations, as well as reasonably assured renewal periods. As noted above, we believe we will lose our "emerging growth company" status as of December 31, 2021. Accordingly, we will adopt ASU 2016-02 on January 1, 2021. As a result of the new standard, we expect to record a lease liability of approximately $2.1 million and a corresponding right-of-use asset of approximately $1.9 million for leases designated as operating leases in Note 9, " Commitments and Contingencies " upon adoption. We currently do not expect ASU 2016-02 to materially impact our results of operations and we do not plan on recasting prior periods. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a model based on expected losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a smaller reporting company, the standard is currently effective for us for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2019. We currently intend to adopt this new standard effective January 1, 2023. We currently do not expect the adoption of ASU 2016-13 to have a material impact on our consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 includes the removal of certain exceptions to the general principles of ASC 740 and simplifies the accounting for income taxes by clarifying and amending existing guidance. We plan to adopt the update January 1, 2021 and at this time, we do not expect the adoption of this new standard to have a material impact on our consolidated financial statements or disclosures. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) , (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The following table sets forth our net revenues by category: Year Ended December 31, 2020 2019 Net revenues Platform subscriptions and services $ 9,108 $ 17,243 Application transaction 893 1,907 Net revenues $ 10,001 $ 19,150 We generate revenue in domestic and foreign regions and attribute net revenue to individual countries based on the location of the contracting entity. We derived 97% and 99% of our net revenues from within the United States for the years ended December 31, 2020 and 2019, respectively. Revenue by geographic location is as follows: Year Ended December 31, 2020 2019 Net revenues United States $ 9,686 $ 18,950 Europe 1 17 Other international revenue 314 183 Net revenues $ 10,001 $ 19,150 Year Ended December 31, 2020 2019 Customer A 32 % 8 % Customer G 12 % 7 % In addition to the above, revenue from Fox Networks Group was 50% of total net revenues for the year ended December 31, 2019. Deferred Revenue Our deferred revenue balance consisted of the following: December 31, 2020 2019 Current deferred revenue Platform subscriptions and services revenue $ 2,317 $ 3,278 Application transaction revenue 80 82 Total current deferred revenue $ 2,397 $ 3,360 Non-current deferred revenue Platform subscriptions and services revenue $ 2,678 $ 3,764 Total non-current deferred revenue $ 2,678 $ 3,764 Total deferred revenue $ 5,075 $ 7,124 Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue under the arrangements with customers. We recognize deferred revenue as revenue only when revenue recognition criteria are met. During the twelve months ended December 31, 2020, the Company recognized revenue of $4,568 that was included in its deferred revenue balance as of December 31, 2019. Remaining Performance Obligations Remaining performance obligations were $9,202 as of December 31, 2020, of which we expect to recognize 41% as revenue over the next 12 months and the remainder thereafter. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The following table sets forth our cash and restricted cash balances as of December 31, 2020 and 2019: December 31, 2020 2019 Cash $ 3,940 $ 276 Restricted cash 91 86 Total cash and restricted cash $ 4,031 $ 362 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill Changes in the Company’s goodwill balance for the years ended December 31, 2020 and 2019, are summarized in the table below: 2020 2019 Balance, beginning of period $ 25,857 $ 25,886 Foreign currency translation 43 (29) Balance, end of period $ 25,900 $ 25,857 Intangible Assets Our intangible assets, excluding goodwill, consist of intangible assets acquired in business combinations and were recorded at their estimated fair values on the date of acquisition. The finite-lived intangible assets that are being amortized are summarized in the table below: Weighted Average Useful Life (years) December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name 4.6 $ 651 $ (651) $ — $ 649 $ (649) $ — Acquired technology 5.1 4,828 (4,821) 7 4,828 (4,798) 30 In-process research and development 5.0 94 (94) — 94 (94) — Customer relationships 5.7 4,636 (4,532) 104 4,604 (4,381) 223 Order backlog 1.5 329 (329) — 329 (329) — $ 10,538 $ (10,427) $ 111 $ 10,504 $ (10,251) $ 253 Amortization expense for the years ended December 31, 2020 and 2019, was approximately $142 and $268 respectively. Expected future annual amortization expense for finite-lived intangible assets as of December 31, 2020, is as follows: Future amortization expense for the years ending December 31, Amortization 2021 $ 90 2022 21 Total $ 111 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consist of the following: December 31, 2020 2019 Payroll related expenses $ 4,112 $ 3,202 Accounts payable settlement (see Note 9) 627 — Other 449 355 Taxes 165 323 Partner revenue share — 155 Total accrued expenses $ 5,353 $ 4,035 |
Factoring Agreement
Factoring Agreement | 12 Months Ended |
Dec. 31, 2020 | |
Factoring Agreement [Abstract] | |
Factoring Agreement | Factoring Agreement On June 15, 2016, the Company entered into a factoring agreement with CSNK Working Capital Finance Corp. (d/b/a Bay View Funding) (“Bay View”) whereby it sells select accounts receivable with recourse. Under the terms of the agreement, Bay View may advance us amounts representing up to 80% of the net amount of eligible accounts receivable. The factor facility was collateralized by a general security agreement over all the Company’s personal property and interests. Fees paid to Bay View for factored receivables are 1.80% for the first 30 days and is 0.65% for every ten days thereafter, to a maximum of 90 days total outstanding. We bear the risk of credit loss on the receivables. These receivables are accounted for as a secured borrowing arrangement and not as a sale of financial assets The amount of the factored receivables outstanding was $0 and $1,077 as of December 31, 2020 and 2019, respectively. Future advances available under the factoring line amounted to $3,000 and $1,923 as of December 31, 2020 and 2019, respectively. We terminated our factoring agreement with Bay View effective March 22, 2021. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table sets forth our various debt obligations: December 31, 2020 2019 Series A Note (principal amount) $ 2,481 $ — Series B Note (principal amount) 3,585 — Paycheck Protection Program Loan 2,850 — Convertible Notes 250 250 Promissory Notes 905 855 Total debt $ 10,071 $ 1,105 Debt discount - warrants (2020 Convertible Notes) (1,029) — Debt discount - issuance costs (2020 Convertible Notes) (650) — Less: current maturities of long-term debt (4,435) — Less: related-party debt (195) (195) Long-term debt $ 3,762 $ 910 2020 Convertible Notes On July 15, 2020, we issued a Series A Senior Convertible Note (a “Series A Note”) to an institutional investor with an initial principal amount of $4,320 (reflecting an original issue discount of $320) in a private placement. We repaid in full the outstanding principal balance, accrued and unpaid interest and make-whole amount on the Senior Convertible Note (described below) issued on March 20, 2020 to the same investor. After the payoff of the Senior Convertible Note and deducting transaction costs, net cash proceeds to the Company was $1,751. On the same date, we issued a Series B Senior Secured Convertible Note (a “Series B Note,” and together with the Series A Note, the “2020 Convertible Notes”) to the same investor with an initial principal amount of $17,280 (reflecting an original issue discount of $1,280). The investor paid for the Series B Note by delivering a secured promissory note (the “Investor Note”) with an initial principal amount of $16,000. In addition, the Investor Note is subject to mandatory prepayment, in whole or in part, upon the occurrence of certain events. The equity and other conditions include minimum price and volume thresholds and a minimum market capitalization of at least $40 million. Mandatory prepayments of principal outstanding under the Investor Note that, together with the unrestricted principal may not exceed the lesser of (i) $5,000 and (ii) 10% of the 30 trading day market capitalization of the Company. During 2020, we exercised our right under the Investor Note to require a mandatory prepayment of the Investor Note of $1,000 and the noteholder voluntarily prepaid an aggregate of $4,750 pursuant to the terms of the Investor Note, for aggregate cash proceeds to us $5,750. As a result, $5,750 in principal and $460 of original issue discount became "unrestricted". As of December 31, 2020, the restricted balance of the Series B Note is $11,070 (including original issue discount). Under certain circumstances, the unrestricted principal of the Series B Note is automatically netted against the principal amount of the corresponding Investor Note. Under certain circumstances, upon such netting, the original issue discount under the Series B Note associated with the principal amount thereof being redeemed will be deemed satisfied. The Series A Note and outstanding unrestricted principal balance on the Series B Note each bear interest at a rate of 7% per annum and includes a make-whole of interest from the date of issuance through the maturity date of December 31, 2021. The restricted principal of the Series B Note bears interest at a rate of 3% per annum. The 2020 Convertible Notes mature on December 31, 2021. For the year ended December 31, 2020, we recorded a loss on extinguishment of debt in the amount of $1,343 as a result of monthly installment payments and optional redemption payments elected by the noteholder related to our various capital raises, as more fully described below. Monthly Payments Starting on July 31, 2020 and on the last trading day of each month thereafter, and on the maturity date, we are required to make monthly installment payments, interest on the 2020 Convertible Notes and make-whole (the "Installment Amount"), which must be satisfied in cash at a redemption price equal to 107% of the Installment Amount. Redemption We may redeem the 2020 Convertible Notes at a price equal to 107% of the outstanding principal of the 2020 Convertible Notes (or, if greater, the market value of the shares underlying the 2020 Convertible Notes) and accrued and unpaid interest. Subject to certain limited exceptions, the noteholder will have the right to have us redeem a portion of each 2020 Convertible Note not in excess of 40% of the net proceeds from a qualified capital fund raise at a redemption price of 107% of the portion of the 2020 Convertible Note subject to redemption or, if greater, the market value of the shares underlying the 2020 Convertible Note. In connection with an Event of Default, the noteholder may require us to redeem in cash any or all of the 2020 Convertible Notes. The redemption price will equal 115% of the outstanding principal of the 2020 Convertible Notes to be redeemed, and accrued and unpaid interest. In connection with a Change of Control (as defined in the 2020 Convertible Notes), the noteholder may require us to redeem all or any portion of the 2020 Convertible Notes. The redemption price per share will equal the greatest of (i) 115% of the outstanding principal to be redeemed, and accrued and unpaid interest, (ii) 115% of the market value of the shares of our common stock and (iii) 115% of the aggregate cash consideration that would have been payable in respect of the shares of our common stock underlying the 2020 Convertible Notes. Conversion The 2020 Convertible Notes are convertible, at the option of the noteholder, into shares of our common stock at a conversion price of $3.00 per share. The conversion price is subject to full ratchet anti-dilution protection and standard adjustments in the event of any stock split, stock dividend, stock combination, recapitalization or other similar transaction. If an Event of Default has occurred under the 2020 Convertible Notes, the noteholder may elect to alternatively convert the 2020 Convertible Notes at a redemption premium of 115% at an alternate conversion price equal to the lower of (x) the conversion price then in effect and (y) the greater of the Floor Price (as defined in the 2020 Convertible Notes) and 85% of the lowest volume weighted average price in the 10 days prior to the applicable conversion date. Covenants We will be subject to certain customary affirmative and negative covenants regarding the issuance of certain indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends, distributions or redemptions and the transfer of assets, among other matters. We are also subject to a financial covenant that requires us to maintain available cash in the amount of $500 at the end of each fiscal quarter, subject to a right to cure. Warrant In conjunction with the issuance of the 2020 Convertible Notes, we issued a warrant exercisable for 3 years for the purchase of an aggregate of up to 2,160,000 shares of the Company's common stock, at an exercise price of $4.00 per share to the same investor. The number of shares and exercise price are each subject to adjustment provided under the warrant. If, at the time of exercise of the warrant, there is no effective registration statement registering, or no current prospectus available for, the issuance of the shares, then the warrant may also be exercised, in whole or in part, by means of a “cashless exercise.” The warrant may not be exercised if, after giving effect to the exercise, the investor would beneficially own amounts in excess of those permissible under the terms of the warrant. The following table sets forth the assumptions used and calculated aggregated fair values of the liability classified warrants: December 31, 2020 July 15, 2020 Strike price per share $ 4.00 $ 4.00 Closing price per share $ 1.26 $ 1.44 Term (years) 2.53 3 Volatility 146 % 177 % Risk-free rate 0.17 % 0.18 % Dividend Yield — — Upon issuance of the warrant, we recorded a warrant liability as a discount to the 2020 Convertible Notes of $2,486. A summary of the change in fair value of the warrant liability is set forth below: 2020 Balance, beginning of period $ — Warrant issued 2,486 Change in fair value of warrant liability (872) Balance, end of period $ 1,614 Registration Rights Agreement We were required to file a registration statement covering the resale of the shares underlying the 2020 Convertible Notes and to have the registration statement declared effective within 90 days of after the closing of the 2020 Convertible Notes. We filed a registration statement, which was declared effective by the SEC on October 27, 2020. We obtained a waiver of the Registration Delay Payments (as defined in the Registration Rights Agreement) from the noteholder. Participation Rights In addition, we granted the noteholder participation rights in future equity and equity-linked offerings of securities, subject to certain limited exceptions, during the two years after the later of (a) the closing or (b) the date the Investor Note no longer remains outstanding, in an amount of up to 30% of the securities being sold in such offerings. Paycheck Protection Program ("PPP") Loan On April 10, 2020, we received loan proceeds in the amount of $2,850 from JPMorgan Chase, N.A. pursuant to the PPP under the Coronavirus Aid, Relief and Economic Security Act (the "CARES Act"), which was enacted on March 27, 2020. The loan, which was in the form of a note dated April 9, 2020, matures on April 9, 2022, bears interest at a rate of 0.98% per annum. The Paycheck Protection Flexibility Act of 2020, extended the deferral period for loan payments to either (i) the date that SBA remits the borrower’s loan forgiveness amount to the lender or (ii) if the borrower does not apply for loan forgiveness, ten months after the end of the borrower’s loan forgiveness covered period. The note may be prepaid by us at any time prior to the maturity with no prepayment penalties. The principal amount of our PPP loan is subject to forgiveness upon request to the extent that our loan proceeds were used to pay expenses permitted by the CARES Act. Although we currently anticipate a portion of the loan to be forgiven, there can be no assurance that any will be. We currently expect our first payment under our PPP loan to be due in the third quarter of 2021. Senior Convertible Note In March 2020, we issued a Senior Convertible Note to an institutional investor with an initial principal amount of $3,000 (the “Senior Convertible Note”) for cash proceeds of $2,760 (reflecting an original issue discount of $240) in a private placement. After deducting the placement agent fee and other estimated expenses, net cash proceeds at the closing were approximately $2,371. The Senior Convertible Note bore an interest at a rate of 7% per annum and includes a make-whole of interest from the date of issuance through the maturity date of December 31, 2021. Monthly Payments and Conversion Starting on April 30, 2020 and on the last trading day of the month and on the maturity date, we were required to make monthly payments. On each payment date, we are required to settle a principal repayment of approximately $143 plus interest thereon (the “Payment Amount”) which were to be satisfied in shares of our common stock at 100% of the Payment Amount, or at our election, in whole or in part, in cash, at 105% of the Payment Amount. Installment payments made in common stock were subject to customary equity conditions (including minimum floor price and volume thresholds), and were calculated on a conversion price equal to the lower of (x) the conversion price then in effect and (y) the greater of the Floor Price (as defined in the Senior Convertible Note) and 85% of the lowest volume weighted average price in the 10 days prior to the payment date. In addition to the monthly payments described above, during the second quarter of 2020, the noteholder elected an acceleration of payments of monthly principal, interest and make-whole payments pursuant to certain provisions of the Senior Convertible Note. These accelerated payments were made in the form of shares of our common stock at the rate then in effect in accordance with the Senior Convertible Note. As a result, we issued an aggregate of 1,763,675 shares for principal, interest and make-whole payments to the noteholder. In accounting for the accelerated conversions, the Company followed the guidance as prescribed in ASC 470 in accounting for derecognition (or conversion) of convertible debt with a cash conversion feature. We determined the fair value of the debt immediately prior to derecognition, with the difference between the consideration transferred to the noteholder and the fair value of the debt representing the reacquisition of the embedded conversion option. A loss on extinguishment of $81 was recorded based on the difference between the calculated fair value of the debt immediately prior to derecognition and the carrying amount of the debt component, including any unamortized debt discount or issuance costs. Redemption In conjunction with the issuance of the 2020 Convertible Notes, we redeemed the Senior Convertible Note in July 2020 at a price equal to 110% of the outstanding principal accrued and unpaid interest and make-whole interest. The payoff to the noteholder to satisfy the Senior Convertible Note was in the amount $2,084. The redemption of the Senior Convertible Note resulted in a loss on extinguishment of $734. Related-Party Bridge Loans During the first quarter of 2020, various related parties loaned us $560. The Related-Party Bridge Loans ("RPBLs") bore interest at 10% per annum and had a stated maturity date of November 14, 2024. The RPBLs and amounts thereof were made by the following related parties: (i) $204 by Cane Capital, LLC, an entity owned in part by our Chief Executive Officer; (ii) $151 by Curo Capital Appreciation Fund, LLC, an entity in which the Company's Chief Executive Officer and Chief Technology Officer serve as co-presidents; (iii) $155 by various individuals associated by familiar relationship with our Chief Executive Officer; and (iv) $50 by Luan Dang, the Company's Chief Technology Officer. Transaction costs related to the RPBLs were not significant. As of December 31, 2020, the RPBLs have been paid in full with no early payment penalty. Convertible Notes In April 2019, our board of directors authorized the issuance of $20,000 of convertible promissory notes (the “Convertible Notes”), which may be paid by investors in the form of cash or, in our discretion, cryptocurrency, such as Bitcoin or Ethereum. The Convertible Notes will be sold in reliance on an exemption from registration. We may not issue Convertible Notes under the Purchase Agreement in excess of $20,000, in the aggregate, unless otherwise agreed by the holders of a majority in interest of the principal outstanding under the Convertible Notes. Transaction costs related to the issuance of the Convertible Note were immaterial. The Convertible Notes bear ordinary interest at a rate of 7% per annum. Interest under the Convertible Notes is payable quarterly beginning on September 30, 2019, and interest and principal under the Convertible Notes is payable monthly beginning on June 30, 2021. However, at the holder’s election, interest payments may be deferred until the earlier of (i) repayment in full of all remaining unpaid principal and (ii) conversion. The Convertible Notes mature on June 3, 2024. The Convertible Notes are convertible into shares of the Company’s common stock at a price of $11.50 per share. Each Convertible Note will convert voluntarily upon a holder’s election, or automatically upon the closing sale price of the Company’s common stock equals or exceeds $17.25 per share for 20 out of 30 consecutive trading days, if a registration statement is then in effect covering the disposition of the converted shares. Assuming the Convertible Notes in an aggregate principal amount of $20,000 are sold under the Purchase Agreement, and assuming that all interest payments are deferred until maturity, the Convertible Notes would be convertible to a maximum total of approximately 2,347,826 shares of the Company’s common stock. We have not filed a registration statement with the SEC covering the shares of stock that could be issued pursuant to the Convertible Notes. Promissory Notes In October 2019, our board of directors authorized the issuance of $20,000 of promissory notes (the “Notes”), which may be paid by investors in the form of cash or, in our discretion, cryptocurrency, such as Bitcoin or Ethereum. The Notes will be sold in reliance on an exemption from registration. We may prepay the Notes at any time without penalty. We may not issue Notes under the Purchase Agreement in excess of $20,000, in the aggregate, unless otherwise agreed by the holders of a majority in interest of the principal outstanding under the Notes. Transaction costs related to the issuance of the Notes were immaterial. The Notes bear ordinary interest at a rate of 10% per annum. Interest under the Notes is payable monthly beginning on November 30, 2019. During the term of the Notes, we are required to maintain a restricted bank account with a minimum balance of one year of interest payments on the aggregate principal balance of all Notes, which will be available for use exclusively to satisfy any payments owed by us under the Notes. The principal and unpaid accrued interest on the Notes will be due and payable on demand by the majority Note holders on or after the date that is 60 months following November 15, 2019. If an event of default occurs under the Notes, the majority Note holders may cause all principal and unpaid interest under the Notes to become immediately due and payable. In such event, the Notes will thereafter accrue interest at a rate of 12% per annum. Upon agreement between us and any senior creditor, the Notes will be subject to subordination in the right of payment to all current and future indebtedness or obligations of the Company for borrowed money to banks, commercial finance lenders, and other institutions regularly engaged in the business of lending money, or for factoring arrangements to parties providing such factoring. During 2019, the Company issued a Note in the principal amount of $195, in exchange for cash consideration, to Cane Capital, LLC, an entity owned in part by Alan S. Knitowski, the Company’s Chief Executive Officer and a member of its board of directors. Interest Expense The following table sets forth interest expense for our various debt obligations included on the consolidated statements of operations and comprehensive loss: Year Ended December 31, 2020 2019 2020 Convertible Notes $ 722 $ — Accretion of debt discount - issuance costs 686 — Accretion of debt discount - warrants 1,457 — Senior Convertible Note 197 — Factoring financing agreement 175 555 All other debt and financing obligations 176 26 Total $ 3,413 $ 581 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases We have operating office space leases in Austin, Texas; Irvine, California; San Diego, California; and Miami, Florida. Rent expense under operating leases totaled $843 and $727 for the years ended December 31, 2020 and 2019, respectively. Future minimum annual lease payments under the Company’s operating leases are as follows: Future minimum lease obligations for the years ending December 31, Lease obligations 2021 $ 836 2022 725 2023 622 2024 609 2025 208 Thereafter — Total $ 3,000 Litigation In 2017, we filed a breach of contract complaint against Uber Technologies, Inc. ("Uber") seeking payment for unpaid invoices for advertising campaign services provided for Uber in the first quarter of 2017. The case, captioned Phunware, Inc. v. Uber Technologies, Inc., Case No. CGC-17-561546 was filed in the Superior Court of the State of California, County of San Francisco. Uber generally denied the allegations in our complaint and also filed a cross-complaint against Phunware and Fetch Media, Ltd., the advertising agency Uber retained to run its mobile advertising campaign for the period 2014 through the first quarter of 2017, asserting numerous fraud and contract-based claims. In 2019, Uber filed its First Amended Cross-Complaint, naming new individual cross-defendants, Alan S. Knitowski, who serves as a director and the Company's Chief Executive Officer and member of our board of directors and former Phunware employees D. Stasiuk, M. Borotsik, and A. Cook, (collectively, the "Individual Defendants") alleging civil RICO violations and civil conspiracy to violate RICO, in addition to fraud, negligence, and unfair competition-based claims, and adding a fraud-based claim against Phunware. Uber’s First Amended Cross-Complaint alleges that cross-defendants fraudulently obtained approximately $17,000 from Uber, and claimed treble damages, general and punitive damages, and attorneys’ fees and costs. On October 9, 2020, we entered into a settlement agreement with Uber and certain other parties related to our complaint against Uber, Uber's cross-complaint against us and Uber's amended cross-complaint against us and the Individual Defendants. As provided in the settlement agreement, both parties have agreed to fully and finally settle, compromise, and resolve all disputes, differences and disagreements that have existed, now exist, or may exist between them that fall within the subject matter lawsuit. Furthermore, each party denies engaging in any wrongdoing whatsoever and specifically denies each and every allegation of wrongdoing alleged in the lawsuit. The settlement agreement provides that Phunware and its insurance carriers will pay a total sum of $6,000 to Uber, of which our insurance carrier will pay $1,500 to settle Uber's claims against the Individual Defendants while we will pay a total of $4,500 to Uber in a series of installments beginning no later than December 31, 2020, and ending no later than September 30, 2021. The settlement agreement further provides that we and the Individual Defendants fully release claims against Uber relating to the lawsuit and upon receipt of the payments, Uber will fully release claims against us and the Individual Defendants relating to the lawsuit. The court will retain jurisdiction over the case until the terms of the settlement agreement have been fully satisfied. The court has set a dismissal review hearing for November 16, 2021. If the terms of the settlement are fulfilled before that date, the parties will file requests to dismiss the action and the hearing will be taken off calendar. On November 5, 2020, Uber filed a request for dismissal with prejudice of claims against the Individual Defendants; Uber’s claims against Phunware remain until the terms of the settlement agreement have been fully satisfied. We recorded a loss of $4,500 for our portion of the settlement in legal settlement in our consolidated statements of operations and comprehensive loss for the year ended December 31, 2020 and $3,000 is recorded in accrued legal settlement in our consolidated balance sheet as of December 31, 2020 related to the settlement. On December 17, 2019, certain stockholders filed a lawsuit against Phunware. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al.; Cause No. D-1-GN-19-008846 was filed in the 126th Judicial District Court of Travis County, Texas. The plaintiffs invested in various early rounds of financing while the Company was private and claim Phunware should not have subjected their shares to a 180-day "lock up" period. According to the plaintiffs, the price of our stock dropped significantly during the lock up period. The plaintiffs seek unspecified damages in excess of $1,000. We maintain the plaintiffs' claims are without merit and intends to contest vigorously the claims asserted in the lawsuit, but there can be no guarantees that a favorable resolution will be successful. All defendants have answered. The court has not yet set a trial date or pretrial deadlines. The case is in early stage of discovery. Given the preliminary stage of the case, we are unable to predict the outcome of this dispute, or estimate the loss or range of loss, if any, associated with this matter. On March 9, 2020, Ellenoff Grossman & Schole LLP (“EGS”) filed a lawsuit against us. The complaint, captioned Ellenoff Grossman & Schole LLP versus Stellar Acquisition III, Corp a/k/a Stellar Acquisition III, Inc. ("Stellar") n/k/a Phunware, Inc., was filed in the Supreme Court of the State of New York, New York County (Case No. 152585/2020). Pursuant to the complaint, EGS sought monetary damages in the amount of $690 for alleged unpaid invoices related to legal services rendered for Stellar in conjunction with the reverse merger with Phunware, plus legal and court costs. On September 29, 2020, we entered into a settlement agreement with EGS. The settlement agreement provides that we pay a total sum of $600 to EGS in a series of installments beginning no later than October 15, 2020, and ending no later than October 15, 2023. There is no penalty for prepayments. Pursuant to the terms of the settlement, on September 30, 2020, EGS filed a Stipulation of Voluntary Discontinuance with Prejudice with the court. In conjunction with the execution of the settlement agreement, we also signed an Affidavit of Confession of Judgment ("Confession of Judgment"), which provides that should we default in any payment obligations under the settlement agreement, EGS shall be entitled to enter the Confession of Judgment with the court against us for $690 less any payments already made under the settlement. We reclassified $690 from accounts payable to accrued expenses in the consolidated balance sheet as of December 31, 2020 related to the settlement. In accordance with authoritative guidance, we will defer any settlement gain, if any, until it has fulfilled its payment obligations under the settlement. On April 24, 2020, Sha-Poppin Gourmet Popcorn, LLC, individually and on behalf of a class of similarly situated parties (the “Popcorn Company”), filed a lawsuit against certain defendants, including Phunware. The case captioned, Sha- Poppin Gourmet Popcorn, LLC v. JPMorgan Chase Bank, N.A., RCSH Operations, LLC, RCSH Operations, Inc. (together d/b/a Ruth’s Chris Steakhouse) and Phunware, Inc., was filed in the Northern District of Illinois, Eastern Division. The Popcorn Company alleges that we were unjustly enriched by JPMorgan Chase for our loan made pursuant to the PPP under the CARES Act. (See Note 8 for discussion related to our PPP loan). We filed a motion to dismiss the single claim against us and dispute the court's jurisdiction and the basis of the claim. On March 5, 2021, the trial court dismissed all of the Popcorn Company's claims for lack of subject matter jurisdiction. From time to time, we are and may become involved in various legal proceedings in the ordinary course of business. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular reporting period. In addition, for the matters disclosed above that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. |
PhunCoin and PhunToken
PhunCoin and PhunToken | 12 Months Ended |
Dec. 31, 2020 | |
PhunCoin [Abstract] | |
PhunCoin and PhunToken | PhunCoin and PhunToken PhunCoin In June 2018, PhunCoin, Inc., our wholly-owned subsidiary, launched an offering pursuant to Rule 506(c) of Regulation D as promulgated under the Securities Act of rights (the “Rights”) to acquire the PhunCoin token. In 2019, PhunCoin, Inc. commenced an offering of Rrights pursuant of Regulation CF, which closed May 1, 2019. accepts payment in the form of cash and digital currencies for purchases of the Rights. The amount of PhunCoin to be issued to the purchaser is equal to the dollar amount paid by the purchaser divided by the price of the PhunCoin at the time of issuance of the PhunCoin during the launch of the Token Ecosystem (as defined below) before taking into consideration any applicable discount rate, which is based on the time of the purchase. Through December 31, 2020, we received aggregate net cash proceeds from our Rights offerings of $1,202. Proceeds from the Rights are recorded as PhunCoin deposits in the consolidated balance sheet as of December 31, 2020 and 2019. We currently do not plan to raise additional proceeds under the PhunCoin Rights offering. Issuance of PhunCoin PhunCoin is expected to be issued to Rights holders the earlier of (i) the launch of PhunCoin’s, Inc.’s blockchain technology enabled rewards marketplace and data exchange (“Token Ecosystem” or "Token Generation Event"), (ii) one We currently anticipate that PhunCoin will be issued to the holders of the Rights in 2021. Holders of the Rights may be issued PhunCoin even if the Token Ecosystem is not yet operational. PhunCoin will have no usefulness until the Token Ecosystem is operational because PhunCoin is expected to only be useable on the Token Ecosystem. We further anticipate reducing the number of PhunCoins(through a reverse PhunCoin split or otherwise) prior to issuance to promote a healthier token economy and adhere to listing exchange requirements. As of the date of this Report, we do not yet know the number of PhunCoin we will be issuing pursuant to the Rights. There can be no assurance as to when (or if) the Company will be able to successfully launch the Token Ecosystem. The Company is currently developing multiple aspects of the Token Ecosystem, as well as coordinating with trading platforms to support the compliant trading of PhunCoin. The final software readiness date of the Token Ecosystem may be adjusted based on user feedback, additional aspects of the Token Ecosystem currently under development and the ability to meet compliance requirements; therefore, a specific launch date is difficult to determine at this time, as it is based on many external factors outside of our control. Termination of the Token Rights Agreement Termination of the Token Rights Agreement occurs on the earlier of (i) PhunCoin being issued to the Rights holder pursuant to the provisions noted above, (ii) the payment, or setting aside of payment with respect to a dissolution event (as described below) or (iii) twelve months from the date of the Token Rights Agreement with the Rights holder, which PhunCoin, Inc. may extend at its sole discretion for six months if a Token Generation Event has not occurred. Upon termination of the Token Rights Agreement, PhunCoin, Inc. has no further obligation to the Rights holder. While the Token Rights Agreement has terminated in accordance with its terms (with respect to all Rights holders), as of the date of this Report, PhunCoin, Inc. has determined to continue its obligations under the Token Rights Agreement. Dissolution Event A dissolution event occurs if there has been (i) a voluntary termination of PhunCoin, Inc.’s operations, (ii) a general assignment for the benefit of PhunCoin, Inc.’s creditors, (iii) a change of U.S. laws that make the use or issuance of PhunCoin or the Token Generation Event impractical or unfeasible or (iv) any other liquidation, dissolution or winding up of PhunCoin, Inc. In the event a dissolution event occurs prior to the termination of the Token Rights Agreement, if there are any remaining proceeds from the Rights offering that have not been utilized by PhunCoin, Inc.in its operations or for the development of the PhunCoin Ecosystem, such remaining proceeds would be distributed pro rata to purchasers in the Rights offering following any distributions to holders of PhunCoin, Inc.’s capital stock or debt, if any. No Voting Rights or Profit Share Rights holders (and eventual PhunCoin holders) have no voting rights and are not entitled to share in the profits or residual interest of Phunware, PhunCoin, Inc. or any subsidiaries of the Company. However, PhunCoin holders will be provided fractional interests in the Token Ecosystem, including ongoing monthly PhunCoin dividends to PhunCoin holders, based on their respective pro rata ownership percentage of PhunCoin, totaling 2.5% of the monthly credits purchased by Phunware customers. PhunCoin Warrant In 2018, we issued warrants to receive PhunCoin to sixty-eight (68) stockholders. At the time of issuance, we determined there should be no value assigned to the warrants of PhunCoin issued to the stockholders, for the following reasons: (i) the warrants (x) lacked characteristics of financial instruments and derivatives, and (y) did not obligate us to achieve the Token Generation Event or launch and distribute PhunCoin to the warrantholders and (ii) there was not a market for PhunCoin and they did not exist. Should we complete a Token Generation Event, the stockholders would receive their requisite amount of PhunCoin. As stated above, the exact number of PhunCoin to be issued to holders of the warrants is unknown at this time. PhunToken ("Phun") In 2019, we announced the launch of a separate token, Phun, which is meant to act as a medium of exchange within the Token Ecosystem. Phun will be available initially only to persons outside of the United States and Canada. As currenlt envisioned, consumers may receive Phun for actively engaging in marketing campaigns; developers and publishers may receive Phun for utilizing Phunware’s loyalty software development kit in order to better engage, manage and monetize their consumers; and brands will gain access to more relevant, verifiable data by accessing Phunware’s data exchange and using Phun for their own loyalty programs. As of December 31, 2020, we had not issued or sold any Phun. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Total common stock authorized to be issued as of December 31, 2020 was 1,000,000,000 shares with a par value of $0.0001 per share. At December 31, 2020 and 2019, there were 56,380,111 and 39,817,917 shares outstanding, inclusive of 574 and 6,219 restricted shares subject to repurchase for unvested shares related to early option exercises related to our 2009 Equity Incentive Plan (more fully described below), respectively. On August 14, 2020, we entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”), as sales agent, pursuant to which we agreed to offer and sell, from time to time, through Ascendiant shares of common stock for an aggregate offering price of up to $15,000. Subject to the terms and conditions of the Sales Agreement, Ascendiant agreed to use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares from time to time based upon our instructions, including any price, time or size limits specified by us. Under the Sales Agreement, Ascendiant was permitted to sell shares by any method deemed to be an “at the market” offering as defined in Rule 415 under the U.S. Securities Act of 1933, as amended, or any other method permitted by law, including in privately negotiated transactions. During the year ended December 31, 2020, we sold 11,629,160 shares of common stock for gross proceeds of $9,578. Offering costs totaled $401. During 2019, we issued an aggregate of 11,530,442 shares of common stock related to various cash and cashless (net) exercises of warrants for common stock. Cash exercises for warrants for 617,296 shares of common stock resulted in aggregate gross proceeds of approximately $6,184, of which $6,092 was received in cash and $92 was received in digital currencies. Furthermore, there were 13,975,359 warrants exercised under cashless (net) provisions resulting in the issuance of 10,913,146 shares of common stock. See further discussion regarding details of our various warrants below. Dividends Dividends are paid on a when-and-if-declared basis. We did not declare any dividends during 2020 or 2019. Warrants We have various warrants outstanding. A summary of our outstanding warrants is set forth below: Warrant Type Cash exercise December 31, price per share 2020 2019 2020 Convertible Note warrants $ 4.00 2,160,000 — Common stock warrant (Series D-1) $ 5.54 14,866 14,866 Common stock warrants (Series F) $ 9.22 377,402 377,402 Public Warrants (PHUNW) $ 11.50 1,761,291 1,761,291 Private Placement Warrants $ 11.50 1,658,381 1,658,381 Unit Purchase Option Warrants $ 11.50 24,172 24,172 Total 5,996,112 3,836,112 In 2012, we issued a warrant to purchase an aggregate of 14,866 shares of the Company’s common stock with an exercise price of $5.54 per share to a banking institution with which we previously had a revolving line of credit. The term of the warrant is the earlier of (i) the tenth anniversary of the date of issuance, (ii) the closing of the initial registered public offering of the Company’s common stock, or (iii) the closing of an acquisition (as defined in the warrant) where the consideration consisting of cash or publicly traded securities payable in connection with the acquisition for each share is at least three (3) times the exercise price. The reverse merger with Stellar did not trigger an expiration of the warrant pursuant to term (ii) or (iii) above. The warrant is fully vested. In 2018, but prior to our reverse merger with Stellar, we issued warrants (Series F above) to purchase an aggregate of 1,085,059 shares of common stock with an exercise price of $9.22 per share. The term of the warrants is the earlier of (i) the fifth anniversary of the date of issuance, (ii) an acquisition, merger, or consolidation of the Company or a sale, lease or other disposition of all or substantially all of the assets of Phunware and its subsidiaries, except (a) any sale of stock for capital raising purposes, (b) purpose of changing the Company’s state of incorporation, and (c) where the stockholders of Phunware immediately before such transaction retain at least a majority of the voting power immediately following such transaction; or (iii) immediately prior to an initial public offering. The reverse merger with Stellar did not trigger an expiration of the warrant pursuant to term (ii) or (iii) above. These warrants are fully vested. We have common stock warrants trading under the Nasdaq ticker symbol PHUNW (the “Public Warrants”). Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $11.50 per share and are fully exercisable by the holder. No fractional shares will be issued upon exercise of the Public Warrants. We may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of shares of our common stock equals or exceeds $21.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Public Warrant holders. The Public Warrants will expire December 26, 2023 or earlier upon redemption or liquidation. The Private Placement Warrants entitle the holder to purchase one share of common stock at an exercise price of $11.50 per share and are fully exercisable by the holder. The Private Placement Warrants are exercisable for cash or on a cashless basis, at the holder’s option and will not be redeemable in each case so long as they are still held by the initial purchasers or their affiliates. The Private Placement Warrants will expire December 26, 2023. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2018 Equity Incentive Plan In 2018, our board of directors adopted, and our stockholders approved, the 2018 Equity Incentive Plan (the “2018 Plan”). The purposes of the 2018 Plan are to attract and retain the best available personnel for positions of substantial responsibility, to provide additional incentives to employees, directors and consultants who perform services for the Company, and to promote the success of our business. These incentives are provided through the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares. The number of shares of common stock available for issuance under the 2018 Plan will also include an annual increase on the first day of each fiscal year, equal to the lesser of: (i) 10% of the post-closing outstanding shares of common stock; (ii) 5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or (iii) such other amount as our board of directors may determine. In addition, the shares of common stock reserved for issuance, the 2018 Plan also will include any shares of common stock subject to stock options, restricted stock units or similar awards granted under the 2009 Equity Incentive Plan (the “2009 Plan”) that expire or otherwise terminate without having been exercised in full and are forfeited to or repurchased by us. As of December 31, 2020, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is 1,209,314. For the year ended December 31, 2020, the restricted stock units were the only stock-based incentives granted under the 2018 Plan. A summary of our restricted stock unit activity is set forth below: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 2,436,968 $ 3.15 Granted 2,622,029 1.01 Released (2,978,983) 2.28 Forfeited (402,954) 2.88 Outstanding as of December 31, 2020 1,677,060 $ 1.41 During the first quarter of 2020, we granted 123,084 restricted stock units to non-employee directors, each with a grant date fair value of $1.25 per share in lieu of cash compensation board fees for services provided. The awards vested immediately. We also granted 125,523 restricted stock units to non-employee directors, with a grant date fair value of $1.25 per share. The awards vest over ten months in four equal installments on March 26, 2020, June 26, 2020, September 18, 2020, and December 25, 2020, respectively, and are subject to service conditions. We also granted 746,000 restricted stock unit awards to team members with an average grant date fair value of $1.25 per share. The awards granted to team members vest over an average of 42 months with various installment and vesting dates, and are subject to service conditions. We also granted 630,000 restricted stock units to a non-employee service provider that were for the satisfaction of legal fees owed and other consulting fees. The awards granted to the legal service provider vested immediately and had an average grant date fair value $0.88. During the second quarter of 2020, we granted 85,996 restricted stock units to non-employee directors, each with a grant date fair value of $0.71 per share in lieu of cash compensation board fees for services provided. The awards vested immediately. We also granted 375,000 restricted stock unit awards to team members with an average grant date fair value of $0.67 per share. The awards granted to team members vest over 4 years with 25% vesting May 18, 2021, then equal quarterly installments thereafter until the final vesting period of May 18, 2024 and are subject to service conditions. We also granted 250,000 restricted stock units to a non-employee service provider that were for the satisfaction of legal fees owed. The awards granted to the legal service provider vested immediately and had an average grant date fair value $0.67. During the third quarter of 2020, we granted 39,426 restricted stock units to non-employee directors, each with a grant date fair value of $1.28 per share in lieu of cash compensation board fees for services provided. The awards vested immediately. We also granted 12,000 restricted stock unit awards to team members with an average grant date fair value of $1.68 per share. The awards granted to team members vest over 4 years with 25% vesting May 18, 2021, then equal quarterly installments thereafter until the final vesting period of May 18, 2024 and are subject to service conditions. We also granted 155,000 restricted stock units to non-employee service providers that were for the satisfaction of legal and professional fees. The awards granted to the service providers have various vesting dates and had an average grant date fair value $1.52. During the fourth quarter of 2020, we granted 30,000 restricted stock units to team members, 50,000 restricted stock units to non-employees directors with an average grant date fair value of $0.85 per share. The awards granted to team members vest over 4 years with 25% vesting November 18, 2021, then equal quarterly installments thereafter until the final vesting period of November 18, 2024 and are subject to service conditions. The restricted stock units granted to the non-employee service provider were for satisfaction of legal fees owed. The awards granted to the legal service provider vested immediately. 2018 Employee Stock Purchase Plan Also, in 2018, our board of directors adopted, and our stockholders approved, the 2018 Employee Stock Purchase Plan (the “2018 ESPP”). The 2018 ESPP will be administered by our board of directors or a committee appointed by the board (the “administrator”). The purpose of the 2018 ESPP is to provide eligible employees with an opportunity to purchase shares of our common stock through accumulated contributions. The 2018 ESPP permits participants to purchase shares of common stock through contributions (generally in the form of payroll deductions) of up to an amount of their eligible compensation determined by the administrator. Subject to certain other limitations or unless otherwise determined by the administrator, a participant may purchase a maximum of 2,000 shares of common stock during a purchase period. The offering periods under the 2018 ESPP will begin on such date as determined by the administrator and expire on the earliest to occur of (a) the completion of the purchase of shares on the last exercise date occurring within 27 months of the applicable enrollment date of the offering period on which the purchase right was granted, or (b) a shorter period established by the administrator prior to an enrollment date for all options to be granted on such enrollment date. Amounts deducted and accumulated by the participant are used to purchase shares of common stock on each exercise date. The purchase price of the shares will be determined by the administrator but in no event will be less than 85% of the lower of the fair market value of common stock on the enrollment date or on the exercise date. Participants may end their participation at any time during an offering period and will be paid their accrued contributions that have not yet been used to purchase shares of common stock. Participation ends automatically upon termination of employment with the Company. The number of shares of common stock that may be made available for sale under the 2018 ESPP also includes an annual increase on the first day of each fiscal year beginning for the fiscal year following the fiscal year in which the first enrollment date (if any) occurs equal to the lesser of (i) 3% of the expected post-closing outstanding shares of common stock; (ii) 1.5% of the outstanding shares of common stock on the last day of the immediately preceding fiscal year; or such other amount as the administrator may determine. As of December 31, 2020, we had not consummated an enrollment or offering period related to the 2018 ESPP. The 2018 ESPP had 272,942 shares of common stock available for sale and reserved for issuance as of December 31, 2020 and 2019. 2009 Equity Incentive Plan In 2009, we adopted the 2009 Plan, which allowed for the granting of incentive and non-statutory stock options, as defined by the Internal Revenue Code, to employees, directors, and consultants. The exercise price of the options granted was generally equal to the value of our common stock on the date of grant, as determined by our board of directors. The awards are exercisable and vest, generally over four years, in accordance with each option agreement. The term of each option is no more than ten years from the date of the grant. The 2009 Plan allows for options to be immediately exercisable, subject to the Company’s right of repurchase for unvested shares at the original exercise price. The total amount received in exchange for these shares has been included in accrued expenses on the accompanying consolidated balance sheets and is reclassified to equity as the shares vest. As of December 31, 2020 and 2019, 574 and 6,219 shares were unvested amounting to $1 and $3 in accrued expenses, respectively. Upon exercise, shares will be delivered electronically to the holder pursuant to an effective registration statement. Effective with the adoption of the 2018 Plan, no additional grants will be made under the 2009 Plan. A summary of our stock option activity under the 2009 Plan and related information is set forth below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2019 1,465,450 $ 0.80 6.86 $ 771 Granted — — Exercised (185,234) 1.06 Cancelled/Expired (71,476) 1.77 Outstanding as of December 31, 2020 1,208,740 $ 0.80 6.19 $ 700 Exercisable as of December 31, 2020 1,073,148 $ 0.75 6.08 $ 642 The aggregate intrinsic value is based on our stock price trading price on the Nasdaq Capital Market. The aggregate intrinsic value of options exercised was $88 and $7,619 for the years ended December 31, 2020 and 2019, respectively, and is calculated based on the difference between the estimated fair value of our common stock at the date of exercise and the exercise price. The total fair value for options vested during the years ended December 31, 2020 and 2019, was $130 and $348, respectively. Stock-Based Compensation Compensation cost that has been included in our consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements is set forth below: Year Ended December 31, Stock-based compensation 2020 2019 Cost of revenues $ 274 $ 146 Sales and marketing 64 12 General and administrative 4,083 1,417 Research and development 71 209 Total stock-based compensation $ 4,492 $ 1,784 As of December 31, 2020 and 2019, there was approximately $2,135 and $6,328, respectively, of total unrecognized compensation cost related to unvested restricted stock units under the 2018 Plan. This unrecognized compensation cost is expected to be recognized over an estimated weighted-average period of approximately 2.8 years. As of December 31, 2020 and 2019, there was $80 and $221, respectively, of total unrecognized compensation cost related to unvested stock options under the 2009 Plan. This unrecognized compensation cost is expected to be recognized over an estimated weighted-average amortization period of approximately 1.2 years. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income TaxesDeferred income taxes are recognized for the tax consequences in future years for differences between the tax bases of assets and liabilities and their financial reporting amounts at each year-end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense is the combination of the tax payable for the year and the change during the year in deferred tax assets and liabilities. For the years ended December 31, 2020 and 2019, we had net losses before income taxes of $22,197 and $12,866, respectively. Net losses relating to U.S. operations for were $22,194 and $12,766, respectively. The difference between income taxes expected at the U.S. federal statutory income tax rate of 21% and the reported income tax expense (benefit) are summarized as follows: Year Ended December 31, 2020 2019 Income tax at statutory rate $ (4,661) $ (2,703) Valuation allowance 4,408 2,948 State income tax, net of federal benefit (330) (606) Business tax credit net of reserves — — Non-deductible expenses 585 365 Foreign income taxes at different rate — 1 Income tax expense $ 2 $ 5 Effective tax rate (0.01) % (0.04) % The provision expense for income taxes consists of the following: Year Ended December 31, 2020 2019 Current: Federal $ — $ — State 2 5 Foreign — — Total current 2 5 Deferred: Federal — — State — — Foreign — — Total deferred — — Total $ 2 $ 5 The components of net deferred income taxes consist of the following: December 31, 2020 2019 Deferred tax assets: Net operating loss $ 30,705 $ 26,285 Reserves and accruals 3,739 3,842 Tax credits 1,193 1,463 Gross deferred tax assets 35,637 31,590 Less valuation allowance (35,100) (31,349) Total deferred tax assets 537 241 Deferred tax liabilities: Amortization of acquired intangibles (537) (241) Total deferred tax liabilities (537) (241) Net deferred tax liabilities $ — $ — As of December 31, 2020, we had net operating loss carryforwards of $126,303 and $60,929 for federal and state income tax purposes, respectively. The federal net operating losses of $85,674 which were generated in tax years beginning before January 1, 2018, will begin to expire in 2030 if not utilized. The balance of the net operating losses, $40,629 do not expire. The state net operating losses expire at various times depending on the state with a majority beginning to expire in 2030 if not utilized. As of December 31, 2020, we had R&D credit carryforwards of approximately $1,482 and $1,145 for federal and state income tax purposes, respectively. The federal and Texas R&D credits will begin to expire in 2034, unless previously utilized. California R&D credits carry forward indefinitely. Utilization of the net operating losses ("NOL") and tax credit carryforwards may be subject to a substantial annual limitation due to ownership change limitations that may have occurred or that could occur in the future, as required by Section 382 of the Internal Revenue Code (IRC) of 1986, as amended (the "Code"), as well as similar state and foreign provisions. These ownership changes may limit the amount of NOL and tax credit carryforwards that can be utilized annually to offset future taxable income. In general, an “ownership change” as defined by Section 382 of the Code results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than fifty (50) percentage points of the outstanding stock of a company by certain stockholders. As of December 31, 2020, we had not yet completed its analysis of the deferred tax assets for its NOL and tax credits. The future utilization of our net operating loss to offset future taxable income may be subject to an annual limitation under IRC Section 382 as a result of ownership changes that may have occurred previously or that could occur in the future. We have not yet determined whether such an ownership change has occurred. In order to make this determination, we will need to complete an analysis regarding the limitation of the net operating loss. We have established a full valuation allowance for our deferred tax assets due to uncertainties that preclude us from determining that it is more likely than not that we will be able to generate sufficient taxable income to realize such assets. We monitor positive and negative factors that may arise in the future as we assess the need for a valuation allowance against our deferred tax assets. As of December 31, 2020 and 2019, we have a valuation allowance of $35,100 and $31,349, respectively, against our deferred tax assets. The technical merits of a tax position derive from both statutory and judicial authority (legislation and statutes, legislative intent, regulations, rulings, and case law) and their applicability to the facts and circumstances of the tax position. If a tax position does not meet the more-likely-than-not recognition threshold, the benefit of that position is not recognized in the financial statements. The second step is measurement. A tax position that meets the more-likely-than-not recognition threshold is measured to determine the amount of benefit to recognize in the financial statements. The tax position is measured as the largest amount of benefit that has a greater than 50% likelihood of being realized upon ultimate resolution with a taxing authority. Uncertain tax positions are evaluated based upon the facts and circumstances that exist at each reporting period. Subsequent changes in judgment based upon new information may lead to changes in recognition, de-recognition, and measurement. Adjustments may result, for example, upon resolution of an issue with the taxing authorities, or expiration of a statute of limitations barring an assessment for an issue. The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: December 31, 2020 2019 Unrecognized tax benefits, beginning of period $ 1,531 $ 1,516 Tax positions taken in prior periods: Gross increases 69 — Gross decreases (297) — Tax positions taken in current period: Gross increases 11 15 Settlements — — Lapse of statute of limitations — — Unrecognized tax benefits, end of period $ 1,314 $ 1,531 We are subject to taxation in the United States and various state jurisdictions. Our tax years from inception are subject to examination by the United States and state taxing authorities due to the carryforward of unutilized NOLs. On January 22, 2018, the FASB released guidance on the accounting for tax on the Global Intangible Low-Taxed Income (“GILTI”) provisions of H.R. 1, "The Tax Cuts and Jobs Act" signed into law in 2017 (the "Tax Act"). Under U.S. GAAP, the Company is allowed to make an accounting policy election of either (1) treating taxes due on the future U.S. inclusions in taxable income related to GILTI as a current-period expense when incurred, or the period cost method, or (2) factoring such amounts into the Company's measurement of its deferred taxes, or the deferred method. The Company has selected the period cost method as its accounting policy with respect to the potential GILTI tax obligations. We have ownership interest in controlled foreign corporations. During 2020, we analyzed the potential impact of the Global Intangible Low-Taxed Income and the Base Erosion and Anti-Abuse Tax provisions of the Tax Cuts and Jobs Act signed into law in 2017. Based on the foreign subsidiaries' tax position, we will not incur any impact relating to these two provisions. The CARES Act was enacted in the United States on March 27, 2020. The CARES Act includes several U.S. income tax provisions related to, among other things, net operating loss carrybacks, alternative minimum tax credits, modifications to the net interest deduction limitations, and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. The CARES Act does not have a material impact on our financial results for the year ended December 31, 2020. The Consolidated Appropriations Act, 2021 (the"Act") was enacted in the United States on December 27, 2020. The Act enhances and expands certain provisions of the CARES Act. The Act does not have a material impact on our financial results for the year ended December 31, 2020. |
Segment and Geographic Informat
Segment and Geographic Information | 12 Months Ended |
Dec. 31, 2020 | |
Domestic and Foreign Operations [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Our chief operating decision maker is our Chief Executive Officer ("CEO"). Our CEO reviews the financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. Accordingly, we have determined that the Company operates in a single reporting segment. Identifiable long-lived assets attributed to the United States and international geographies are based upon the country in which the asset is located or owned. As of December 31, 2020 and 2019, all of our identifiable long-lived assets were in the United States. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions As consideration for the Private Placement Warrants transferred to Phunware stockholders, a promissory note was issued to certain executives of Stellar, one of which is currently a member of our board of directors. The amount of the note was approximately $1,993, which represented $0.50 per warrant transferred to former stockholders of Phunware. The note bore no interest and was to mature on December 26, 2019. The note was waived and forgiven by the noteholders on January 15, 2019. In connection with the reverse merger with Stellar, we assumed $255 in payables for Nautilus Energy Management Corporation, an affiliate of a current member and former member of our board of directors. This balance is included in accounts payable in our consolidated balance sheets as of December 31, 2020 and 2019. As more fully discussed in Note 9, Debt |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events through March 31, 2021, the date the financial statements were issued. In January 2021, we issued 2,670,121 shares of our common stock pursuant to the terms of our at-the-market offering and Sales Agreement with Ascendiant, as noted in Note 11 above. Aggregate net cash proceeds received totaled $5,058 and transaction costs were $156. In February 2021, we entered into an underwriting agreement with Northland Securities, Inc. and Roth Capital Partners, LLC, relating to an underwritten public offering to which we issued 11,761,111 shares of our common stock at an offering price of $2.25 per share. Aggregate net proceeds totaled $24,722 and transaction costs were $1,740. As a result of the fundraising events above, the holder of our 2020 Convertible Notes elected to require us to use forty percent (40%) of the net proceeds satisfy obligations under the 2020 Convertible Notes. The redemption obligation satisfied the full balance of the 2020 Convertible Notes outstanding as of the redemption date, notwithstanding future payments the investor could initiate pursuant to the Investor Note that would further result unrestricted Series B Note principal to be due and outstanding. We paid approximately $11,507, to which $5,541 was to pay the then outstanding principal on the 2020 Senior Convertible Notes, $349 for interest and make-whole and $5,717 to loss on extinguishment of debt. Furthermore, as a result of the underwritten equity raise, the conversion price of the 2020 Convertible Notes decreased from $3.00 to $2.25 per share and the exercise price per share of the warrants decreased from $4.00 per share to $2.25 per share. In March 2021, the noteholder voluntarily prepaid an aggregate of $10,250 pursuant to the terms of the Investor Note. As a result, we received cash proceeds of $10,250 and this amount of principal of the Series B Note, along with $820 of original issue discount became "unrestricted" and outstanding. After the aforementioned aggregate payments on the Investor Note, there is no unrestricted balance remaining under of the Series B Note. On March 25, 2021, we delivered a Company Optional Redemption Notice to the holder of our Series B Note exercising our right to redeem and fully satisfy all obligations under the Series B note on April 5, 2021. On March 16, 2021, we entered into a sublease agreement pursuant to which we will sublease our existing office space in Irvine, California. The term of the sublease commences on April 1, 2021 and terminates on March 31, 2025. The subtenant will pay us base rent in an initial amount of approximately $17 per month, which is subject to certain discounts throughout the lease, as well as rent escalations. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), and include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Reclassifications of Prior Year Presentation | Reclassifications of Prior Year Presentation Certain amounts in the financial statements of prior periods have been reclassified to conform to the current period financial statement presentation. This reclassification had no effect on our reported results of operations. A reclassification was made to the consolidated balance sheet as of December 31, 2019 to identify related parties for debt issuances. |
Going Concern | Going Concern Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern ("ASC 205-40") requires management to assess the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. Under ASC 205-40, management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to meet future financial obligations as they become due within one year after the date that the financial statements are issued. As required by this standard, management’s evaluation shall initially not take into consideration the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. Our assessment included the preparation of a detailed cash forecast that included all projected cash inflows and outflows. We continue to focus on growing our revenues. Accordingly, operating expenditures may exceed the revenue we expect to receive for the foreseeable future. Furthermore, we have a history of operating losses and negative operating cash flows and expect these trends to continue into the foreseeable future. During the year ended December 31, 2020, we secured financings through the issuance of new convertible notes and the sale of its common stock through an at-the-market offering (both more fully described below). Furthermore, as more fully noted in Note 16 " Subsequent Events ", we have raised additional cash proceeds from the issuance of shares of our common stock. Subsequent to December 31, 2020, we raised net cash proceeds totaling approximately $29,780, of which $5,058 was cash proceeds from our existing at-the-market offering in January 2021 and $24,722 was net cash proceeds from an underwritten offering in February 2021. The holder of our Convertible Notes (defined below) elected to require us to use forty percent (40%) of the net proceeds from both fund raising events to satisfy obligations to redeem the 2020 Convertible Notes. We have a history of net losses and although we anticipate our future cash outflows to exceed cash inflows as we continue to invest in revenue growth, as a result of the subsequent cash financings described above, we believe we have sufficient cash on-hand to fund potential net cash outflows for one year following the filing date of this Annual Report on Form 10-K. Accordingly, we believe there does not exist any indication of substantial doubt about our ability to continue as a going concern for one year following the filing date of this Annual Report on Form 10-K. As of the date of this Annual Report on Form 10-K, while we believe we have adequate capital resources to complete our near-term operations, there is no guarantee that such capital resources will be sufficient until such time we reach profitability. We may access capital markets to fund strategic acquisitions or ongoing operations on terms we believe are favorable. The timing and amount of capital that may be raised is dependent on market conditions and the terms and conditions upon which investors would require to provide such capital. The Company may utilize debt or sell newly issued equity securities through public or private transactions, or through the use of another at-the-market facility. We currently have an effective "shelf" registration statement on Form S-3 we may utilize for financings for the issuance of our common stock, preferred stock, warrants or units. There can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs and support our growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted; however, we have been successful in accessing capital markets in the past, and we are confident in our ability to access capital markets again, if needed. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Items subject to the use of estimates include, but are not limited to, the standalone selling price for our products and services, stock-based compensation, useful lives of long-lived assets including intangibles, fair value of intangible assets and the recoverability or impairment of tangible and intangible assets, including goodwill, reserves and certain accrued liabilities, the benefit period of deferred commissions, fair value of debt component of the convertible note at issuance, the fair value of the convertible note outstanding upon derecognition, assumptions used in Black-Scholes valuation method, such as expected volatility, risk-free interest rate and expected dividend rate and provision for (benefit from) income taxes. Actual results could differ from those estimates and such differences could be material to the consolidated financial statements. |
Recently Adopted Accounting Standards | Recently Adopted Accounting Standards On January 1, 2020, we adopted Accounting Standards Update ("ASU") 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment ("ASU 2017-04"). ASU 2017-04 simplifies how all entities assess goodwill for impairment by eliminating Step 2 from the goodwill impairment test. As amended, the goodwill impairment test will consist of one step; comparing the fair value of a reporting unit with its carrying amount. An entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. The adoption of this standard had no impact on the Company's consolidated financial statements or related disclosures. During 2020, we also adopted ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement |
Revenue Recognition | Revenue Recognition On January 1, 2019, we adoption ASC 606, Revenue from Contracts with Customers ("ASC 606") . Generally, the provisions of ASC 606 state that revenue is recognized upon transfer of control of promised products or services in an amount that reflects the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various combinations of products and services, which are generally capable of being distinct, distinct within the context of the contract and accounted for as separate performance obligations. Contract Balances The timing of revenue recognition may differ from the timing of invoicing for contracts with customers. When the timing of revenue recognition differs from the timing of invoicing, the Company uses judgment to determine whether the contract includes a significant financing component requiring adjustment to the transaction price. Various factors are considered in this determination including the duration of the contract, payment terms and other circumstances. Generally, we determine that contracts do not include a significant financing component. We apply a practical expedient for instances where, at contract inception, the expected timing difference between when promised goods or services are transferred and associated payment will be one year or less. Payment terms vary by contract type; however, contracts typically stipulate a requirement for the customer to pay within 30 days. Transaction price may be allocated to performance obligations that are unsatisfied or are partially unsatisfied. Amounts relating to remaining performance obligations on non-cancelable contracts include both the deferred revenue balance and amounts that will be invoiced and recognized as revenue in future periods. Significant Judgments Our contracts with customers often include promises to transfer multiple products and services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For contracts with multiple performance obligations, the contract price is allocated to separate performance obligations on a relative standalone basis for which significant judgment is required. Judgment is required to determine whether a software license is considered distinct and accounted for separately, or not distinct and accounted for together with the software support and services and recognized over time. Platform Subscriptions and Services Revenue We derive subscription revenue from software license fees, which comprise subscription fees from customers licensing our Software Development Kits (SDKs), which include accessing the MaaS platform and/or MaaS platform data; application development service revenue from the development of customer applications, or apps, which are built and delivered to customers; and support fees. Our contract terms generally range from one Subscription revenue from SDK licenses gives the customer the right to access our MaaS platform. In accordance with ASC 606, a ‘right to access’ license is recognized over the license period. Application development revenue is derived from development services around designing and building new applications or enhancing existing applications. We recognize application development revenue upon the transfer of control of the completed application or application development services. We typically bill for application development revenue in advance at contract signing, but may at times, bill one-half in advance at contract execution and one-half upon completion. Support and maintenance revenue is comprised of support fees for customer applications, software updates, and technical support for application development services for a support term. Support revenue is recognized ratably over the support term. Support and maintenance is typically billed annually in advance. When a customer contract consists of licensing, application development and support and maintenance, we consider these separate performance obligations, which would require an allocation of consideration. From time to time, we may also provide professional services by outsourcing employees to customers on a time and materials basis. Revenues from these arrangements are recognized as the services are performed. The Company typically bills professional service customers in the month in which the services are performed. Application Transaction Revenue We also generate revenue by charging advertisers to deliver advertisements (ads) to users of mobile connected devices. Depending on the specific terms of each advertising contract, the Company generally recognizes revenue based on the activity of mobile users viewing these ads. Fees from advertisers are commonly based on the number of ads delivered or views, clicks or actions by users on mobile advertisements delivered, and the Company recognizes revenue at the time the user views, clicks or otherwise acts on the ad. We sell ads through several offerings: cost per thousand impressions, on which advertisers are charged for each ad delivered to 1,000 consumers; cost per click, on which advertisers are charged for each ad clicked or touched on by a user; and cost per action, on which advertisers are charged each time a consumer takes a specified action, such as downloading an app. In addition, we generate application transaction revenue thru in-app purchases from an application on our platform. In the normal course of business, we may act as an intermediary in executing transactions with third parties. The determination of whether revenue should be reported on a gross or net basis is based on an assessment of whether we are acting as the principal or an agent in its transactions with advertisers. Control is a determining factor in assessing principal versus agent relation. The determination of whether we are acting as a principal or an agent in a transaction involves judgment and is based on an evaluation of the terms of each arrangement. ASC 606 provides indicators of when an entity controls specified goods or services and is therefore acting as a principal. Based on the indicators of control, we have determined that we are the principal in all advertising arrangements because we are responsible for fulfilling the promise to provide the specified advertisements to advertising agencies or companies; establishing the selling prices of the advertisements sold; and credit risk with its advertising traffic providers. Accordingly, we act as the principal in all advertising arrangements and therefore report revenue earned and costs incurred related to these transactions on a gross basis. Deferred Commissions |
Concentrations of Credit Risk | Concentrations of Credit Risk Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. Although we limit our exposure to credit loss by depositing our cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, our deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable, and we believe the carrying value approximates fair value. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted CashWe consider all investments with a maturity of three months or less from the date of acquisition to be cash equivalents. |
Accounts Receivable and Reserves | Accounts Receivable and ReservesAccounts receivable are presented net of allowances. We consider receivables past due based on the contractual payment terms. We make judgments as to our ability to collect outstanding receivables and record a bad debt allowance for receivables when collection becomes doubtful. The allowances are based upon historical loss patterns, current and prior trends in our aged receivables, credit memo activity, and specific circumstances of individual receivable balances. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years. Leasehold improvements are amortized over the shorter of their useful lives or the remaining terms of the related leases. Net book value of property and equipment was $13 and $24 at December 31, 2020 and 2019, respectively, and total depreciation expense was $11 and $59 for the years ended December 31, 2020 and 2019, respectively. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill arises from purchase business combinations and is measured as the excess of the cost of the business acquired over the sum of the acquisition-date fair values of tangible and identifiable intangible assets acquired, less any liabilities assumed. In accordance with ASC 350, Intangibles — Goodwill and Other , we do not amortize goodwill or intangible assets with indefinite lives but rather assesses their carrying value for indications of impairment annually, or more frequently if events or changes in circumstances indicate that the carrying amount may be impaired. As discussed above, we adopted ASU 2017-04 on January 1, 2020, which states an entity should recognize a goodwill impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value. We attribute goodwill to a sole reporting unit for impairment testing. We derived the fair value from the market capitalization approach, whereby we utilize the historical market price of our common stock traded on the Nasdaq to estimate the fair value of our reporting unit. The determination of whether goodwill has become impaired involves a significant level of judgment in the assumptions underlying the approach used to determine the value of the reporting unit. Changes in our strategy and/or market conditions could significantly impact these judgments and require adjustments to recorded amounts of goodwill. Identifiable intangible assets consist of acquired trade names, customer lists, technology, in-process research and development and order backlog associated with the acquired businesses. Amortization of finite-lived intangible assets is calculated using either the straight-line or accelerated amortization model based on the Company’s best estimate of the distribution of the economic value of the identifiable intangible assets. We did not recognize any goodwill or intangible impairment losses in the years ended December 31, 2020 or 2019. |
Long-Lived Assets | Long-Lived Assets Long-lived asset with definite lives are reviewed for impairment whenever events or changes in circumstances indicate that an asset’s carrying value may not be recoverable. In accordance with authoritative guidance, we evaluate the recoverability of each of our long-lived assets, including property and equipment, by comparing its carrying amount to the undiscounted future cash flows expected to be generated. If the total of undiscounted future cash flows is less than the carrying amount of an asset, an impairment would be recognized for the amount by which the carrying amount of the asset exceeds its fair value. We did not recognize any impairment losses relating to our long-lived assets during the years ended December 31, 2020 or 2019. |
Convertible Debt | Convertible Debt In March 2020, we issued a 7% convertible note with a principal amount of $3,000 for gross proceeds at closing of $2,371. In accounting for the issuance, we separated the note into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of similar liabilities that do not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the carrying amount of the liability component from the par value of the note. The difference represents the debt discount, recorded as a reduction of the senior convertible note on our consolidated balance sheet, and is amortized to interest expense over the term of the note using the effective interest rate method. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the issuance costs related to the note, we allocated the total amount of issuance costs incurred to liability and equity components based on their relative values. Issuance costs attributable to the liability component are being amortized using the effective interest rate method, to interest expense over the term of the notes. The issuance costs attributable to the equity component are recorded as a reduction of the equity component within additional paid-in capital. In July 2020, we issued a convertible note with an initial principal amount of $4,320. After the payoff of convertible note issued in March 2020 and deducting transaction costs, aggregate net cash proceeds to the Company was $1,751. In accordance with ASC Topic 815-40, Derivatives and Hedging - Contracts in an Entity’s Own Stock , we evaluated all of the convertible note's financial instruments, including warrants to purchase common stock issued in conjunction with convertible debt, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statement of operations and comprehensive loss. We use a Black-Scholes option-pricing model to value the warrants at inception and subsequent valuation dates. Refer to Fair Value of Financial Instruments below. Direct costs incurred to issue non-revolving debt instruments are recognized as a reduction to the related debt balance in the accompanying consolidated balance sheets and amortized to interest expense over the contractual term of the related debt using the effective interest method. |
Leases | Leases Leases are reviewed and classified as capital or operating at their inception. For leases that contain rent escalations or periods during the lease term where rent is not required, we recognize rent expense based on allocating the total rent payable on a straight-line basis over the term of the lease excluding lease extension periods. The difference between rent payments and straight-line rent expense is recorded as deferred rent. Deferred rent that will be recognized during the succeeding 12-month period is recorded as the current portion of deferred rent and is included in accrued expenses and other and the remainder is recorded in deferred rent on the consolidated balance sheets. |
Advertising Costs | Advertising CostsAdvertising costs are expensed as incurred. |
Stock-Based Compensation | Stock-Based Compensation Compensation expense related to stock-based transactions, including employee and non-employee director awards, is measured and recognized in the financial statements based on fair value on the grant date of the award. We recognize stock-based compensation expense for awards with only service conditions on a ratable basis over the requisite service period of the related award, generally the vesting period of the award. We have not granted any awards with market or performance conditions. Forfeitures of all stock-based awards are accounted for when they occur. |
Retirement Plan | Retirement Plan At December 31, 2020, we administered one employee retirement plan that qualified as a deferred salary arrangement under Section 401(k) of the Internal Revenue Code. Under the retirement plan, participating employees may contribute a portion of their pretax earnings, up to the Internal Revenue Service annual contribution limit. No employer matching contributions were made to the retirement plan during the years ended December 31, 2020 or 2019. |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740, Income Taxes ("ASC 740"). Under ASC 740, deferred tax assets and liabilities reflect the future tax consequences of the differences between the financial reporting and tax bases of assets and liabilities using current enacted tax rates. Valuation allowances are recorded when the realizability of such deferred tax assets does not meet the more-likely-than-not threshold under ASC 740. Significant judgment is required in determining any valuation allowance recorded against deferred tax assets. In assessing the need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income and the feasibility of tax planning strategies. In the event of a change in the determination as to the amount of deferred tax assets that can be realized, an adjustment of the valuation allowance with a corresponding impact to the provision for income taxes will be made in the period in which such determination was made. The guidance on accounting for uncertainty in income taxes prescribes a recognition threshold and measurement attribute criterion for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. We have not recognized interest or penalties on the consolidated balance sheets or statements of operations and comprehensive loss. |
Comprehensive Loss | Comprehensive Loss We apply the guidance in ASC 220, Comprehensive Income , for the reporting and display of comprehensive loss and its components in the consolidated financial statements. Comprehensive loss comprises net loss and cumulative foreign currency translation adjustments. The accumulated comprehensive loss at December 31, 2020 and 2019 was due to foreign currency translation adjustments. |
Loss per Common Share | Loss per Common Share Basic loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Restricted shares subject to repurchase provisions relating to early exercises under our 2009 Equity Incentive Plan were excluded from basic shares outstanding. Diluted loss per common share is computed by giving effect to all potential shares of common stock, including those related to our outstanding warrants and stock equity plans, to the extent dilutive. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We follow the guidance in ASC 820, Fair Value Measurement , to account for financial assets and liabilities measured on a recurring basis. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. The Company uses a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires fair value measurements be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Determining which category an asset or liability falls within the hierarchy requires significant judgment. Our financial instruments measured at fair value as of December 31, 2020 are set forth below: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ 1,614 $ — $ 1,614 Total $ — $ 1,614 $ — $ 1,614 |
Loss Contingencies | Loss Contingencies We are subject to the possibility of various loss contingencies arising in the ordinary course of business. We accrue for loss contingencies when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. If we determine that a loss is possible and the range of the loss can be reasonably determined, then we disclose the range of the possible loss. We regularly evaluate current information available to us to determine whether an accrual is required, an accrual should be adjusted or a range of possible loss should be disclosed. From time to time, we are involved in disputes, litigation, and other legal actions. However, there are many uncertainties associated with any litigation, and these actions or other third-party claims against us may cause us to incur substantial settlement charges, which are inherently difficult to estimate and could adversely affect our results of operations. |
Subsequent Events | Subsequent Events In accordance with U.S. GAAP, we have evaluated events that have occurred after the date of the financial statements through the date the financial statements are issued to determine if events or transactions occurring after the date of the financial statements require potential adjustment to or disclosure in the financial statements. See Note 16 for additional discussion on our subsequent events. |
Emerging Growth Company and Smaller Reporting Company | Emerging Growth Company and Smaller Reporting Company We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). We currently anticipate that we will cease being an emerging growth company on December 31, 2021. The JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We did not elect not to opt out of such extended transition period. We are also a "smaller reporting company" as defined by the Exchange Act. Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company which would allow us to take advantage of many of the same exemptions from disclosure requirements. Smaller reporting company status is determined on an annual basis. |
Recent Accounting Standards Not Yet Adopted | Recent Accounting Standards Not Yet Adopted In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) ("ASU 2016-02"). The core principle of ASU 2016-02 is that a lessee should recognize the assets and liabilities that arise from leases. For operating leases, a lessee is required to recognize a right-of-use asset and a lease liability, initially measured at the present value of the lease payments, in the statement of financial position. For leases with a term of 12 months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. Under current U.S. GAAP, we recognize rent expense on a straight-line basis for all operating leases, taking into account fixed accelerations, as well as reasonably assured renewal periods. As noted above, we believe we will lose our "emerging growth company" status as of December 31, 2021. Accordingly, we will adopt ASU 2016-02 on January 1, 2021. As a result of the new standard, we expect to record a lease liability of approximately $2.1 million and a corresponding right-of-use asset of approximately $1.9 million for leases designated as operating leases in Note 9, " Commitments and Contingencies " upon adoption. We currently do not expect ASU 2016-02 to materially impact our results of operations and we do not plan on recasting prior periods. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a model based on expected losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. As a smaller reporting company, the standard is currently effective for us for annual reporting periods beginning after December 15, 2022, with early adoption permitted for annual reporting periods beginning after December 15, 2019. We currently intend to adopt this new standard effective January 1, 2023. We currently do not expect the adoption of ASU 2016-13 to have a material impact on our consolidated financial statements and disclosures. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”). ASU 2019-12 includes the removal of certain exceptions to the general principles of ASC 740 and simplifies the accounting for income taxes by clarifying and amending existing guidance. We plan to adopt the update January 1, 2021 and at this time, we do not expect the adoption of this new standard to have a material impact on our consolidated financial statements or disclosures. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) , (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Changes in Deferred Commissions | Changes in deferred commissions for the years ended December 31, 2020 and 2019 are as follows: 2020 2019 Balance, beginning of the period $ 309 $ 369 Deferral of commissions earned 94 171 Recognition of commission expense (193) (231) Balance, end of the period $ 210 $ 309 |
Schedule of Concentration Risk | The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts. December 31, 2020 2019 Customer A — % 15 % Customer B 55 % 11 % Customer C 16 % 2 % Customer D 13 % 5 % Customer E — % 10 % Customer F 5 % 23 % Year Ended December 31, 2020 2019 Customer A 32 % 8 % Customer G 12 % 7 % |
Schedule of Accounts Receivable | Accounts receivable consisted of the following: December 31, 2020 2019 Accounts receivable $ 1,020 $ 4,850 Less allowances for doubtful accounts (356) (3,179) Accounts receivable, net $ 664 $ 1,671 |
Schedule of Allowance for Doubtful Debt | Changes in the allowance for doubtful accounts are as follows: December 31, 2020 2019 Balance, beginning of period $ 3,179 $ 3,276 Allowances for bad debt 205 114 Issuance of credit memos and write offs (3,028) (211) Balance, end of period $ 356 $ 3,179 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been anti-dilutive: December 31, 2020 2019 Convertible notes 5,733,712 21,740 Warrants 5,996,112 3,836,112 Options 1,208,740 1,465,450 Restricted stock units 1,677,060 2,436,968 Restricted shares 574 6,219 Total 14,616,198 7,766,489 |
Financial Instruments Measured at Fair Value | Determining which category an asset or liability falls within the hierarchy requires significant judgment. Our financial instruments measured at fair value as of December 31, 2020 are set forth below: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ 1,614 $ — $ 1,614 Total $ — $ 1,614 $ — $ 1,614 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table sets forth our net revenues by category: Year Ended December 31, 2020 2019 Net revenues Platform subscriptions and services $ 9,108 $ 17,243 Application transaction 893 1,907 Net revenues $ 10,001 $ 19,150 |
Revenue by Geographic Location | Revenue by geographic location is as follows: Year Ended December 31, 2020 2019 Net revenues United States $ 9,686 $ 18,950 Europe 1 17 Other international revenue 314 183 Net revenues $ 10,001 $ 19,150 |
Deferred Revenue | Our deferred revenue balance consisted of the following: December 31, 2020 2019 Current deferred revenue Platform subscriptions and services revenue $ 2,317 $ 3,278 Application transaction revenue 80 82 Total current deferred revenue $ 2,397 $ 3,360 Non-current deferred revenue Platform subscriptions and services revenue $ 2,678 $ 3,764 Total non-current deferred revenue $ 2,678 $ 3,764 Total deferred revenue $ 5,075 $ 7,124 |
Schedule of Concentration Risk | The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts. December 31, 2020 2019 Customer A — % 15 % Customer B 55 % 11 % Customer C 16 % 2 % Customer D 13 % 5 % Customer E — % 10 % Customer F 5 % 23 % Year Ended December 31, 2020 2019 Customer A 32 % 8 % Customer G 12 % 7 % |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash | The following table sets forth our cash and restricted cash balances as of December 31, 2020 and 2019: December 31, 2020 2019 Cash $ 3,940 $ 276 Restricted cash 91 86 Total cash and restricted cash $ 4,031 $ 362 |
Restricted Cash | The following table sets forth our cash and restricted cash balances as of December 31, 2020 and 2019: December 31, 2020 2019 Cash $ 3,940 $ 276 Restricted cash 91 86 Total cash and restricted cash $ 4,031 $ 362 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Changes in Goodwill | Changes in the Company’s goodwill balance for the years ended December 31, 2020 and 2019, are summarized in the table below: 2020 2019 Balance, beginning of period $ 25,857 $ 25,886 Foreign currency translation 43 (29) Balance, end of period $ 25,900 $ 25,857 |
Schedule of Finite-Lived Intangible Assets | The finite-lived intangible assets that are being amortized are summarized in the table below: Weighted Average Useful Life (years) December 31, 2020 December 31, 2019 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade name 4.6 $ 651 $ (651) $ — $ 649 $ (649) $ — Acquired technology 5.1 4,828 (4,821) 7 4,828 (4,798) 30 In-process research and development 5.0 94 (94) — 94 (94) — Customer relationships 5.7 4,636 (4,532) 104 4,604 (4,381) 223 Order backlog 1.5 329 (329) — 329 (329) — $ 10,538 $ (10,427) $ 111 $ 10,504 $ (10,251) $ 253 |
Schedule of Expected Future Annual Amortization Expense | Expected future annual amortization expense for finite-lived intangible assets as of December 31, 2020, is as follows: Future amortization expense for the years ending December 31, Amortization 2021 $ 90 2022 21 Total $ 111 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consist of the following: December 31, 2020 2019 Payroll related expenses $ 4,112 $ 3,202 Accounts payable settlement (see Note 9) 627 — Other 449 355 Taxes 165 323 Partner revenue share — 155 Total accrued expenses $ 5,353 $ 4,035 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | The following table sets forth our various debt obligations: December 31, 2020 2019 Series A Note (principal amount) $ 2,481 $ — Series B Note (principal amount) 3,585 — Paycheck Protection Program Loan 2,850 — Convertible Notes 250 250 Promissory Notes 905 855 Total debt $ 10,071 $ 1,105 Debt discount - warrants (2020 Convertible Notes) (1,029) — Debt discount - issuance costs (2020 Convertible Notes) (650) — Less: current maturities of long-term debt (4,435) — Less: related-party debt (195) (195) Long-term debt $ 3,762 $ 910 |
Summary of Calculated Aggregate Fair Values and Assumptions | The following table sets forth the assumptions used and calculated aggregated fair values of the liability classified warrants: December 31, 2020 July 15, 2020 Strike price per share $ 4.00 $ 4.00 Closing price per share $ 1.26 $ 1.44 Term (years) 2.53 3 Volatility 146 % 177 % Risk-free rate 0.17 % 0.18 % Dividend Yield — — |
Summary of Change in Fair Value of Warrant Liability | A summary of the change in fair value of the warrant liability is set forth below: 2020 Balance, beginning of period $ — Warrant issued 2,486 Change in fair value of warrant liability (872) Balance, end of period $ 1,614 |
Summary of Interest Expense | The following table sets forth interest expense for our various debt obligations included on the consolidated statements of operations and comprehensive loss: Year Ended December 31, 2020 2019 2020 Convertible Notes $ 722 $ — Accretion of debt discount - issuance costs 686 — Accretion of debt discount - warrants 1,457 — Senior Convertible Note 197 — Factoring financing agreement 175 555 All other debt and financing obligations 176 26 Total $ 3,413 $ 581 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum annual lease payments under the Company’s operating leases are as follows: Future minimum lease obligations for the years ending December 31, Lease obligations 2021 $ 836 2022 725 2023 622 2024 609 2025 208 Thereafter — Total $ 3,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule of Warrant Activity | A summary of our outstanding warrants is set forth below: Warrant Type Cash exercise December 31, price per share 2020 2019 2020 Convertible Note warrants $ 4.00 2,160,000 — Common stock warrant (Series D-1) $ 5.54 14,866 14,866 Common stock warrants (Series F) $ 9.22 377,402 377,402 Public Warrants (PHUNW) $ 11.50 1,761,291 1,761,291 Private Placement Warrants $ 11.50 1,658,381 1,658,381 Unit Purchase Option Warrants $ 11.50 24,172 24,172 Total 5,996,112 3,836,112 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Restricted Stock Unit Activity | A summary of our restricted stock unit activity is set forth below: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 2,436,968 $ 3.15 Granted 2,622,029 1.01 Released (2,978,983) 2.28 Forfeited (402,954) 2.88 Outstanding as of December 31, 2020 1,677,060 $ 1.41 |
Schedule of Stock Options Activity | A summary of our stock option activity under the 2009 Plan and related information is set forth below: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Outstanding as of December 31, 2019 1,465,450 $ 0.80 6.86 $ 771 Granted — — Exercised (185,234) 1.06 Cancelled/Expired (71,476) 1.77 Outstanding as of December 31, 2020 1,208,740 $ 0.80 6.19 $ 700 Exercisable as of December 31, 2020 1,073,148 $ 0.75 6.08 $ 642 |
Stock-Based Compensation | Compensation cost that has been included in our consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements is set forth below: Year Ended December 31, Stock-based compensation 2020 2019 Cost of revenues $ 274 $ 146 Sales and marketing 64 12 General and administrative 4,083 1,417 Research and development 71 209 Total stock-based compensation $ 4,492 $ 1,784 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate Reconciliation | The difference between income taxes expected at the U.S. federal statutory income tax rate of 21% and the reported income tax expense (benefit) are summarized as follows: Year Ended December 31, 2020 2019 Income tax at statutory rate $ (4,661) $ (2,703) Valuation allowance 4,408 2,948 State income tax, net of federal benefit (330) (606) Business tax credit net of reserves — — Non-deductible expenses 585 365 Foreign income taxes at different rate — 1 Income tax expense $ 2 $ 5 Effective tax rate (0.01) % (0.04) % |
Provision Expense for Income Taxes | The provision expense for income taxes consists of the following: Year Ended December 31, 2020 2019 Current: Federal $ — $ — State 2 5 Foreign — — Total current 2 5 Deferred: Federal — — State — — Foreign — — Total deferred — — Total $ 2 $ 5 |
Components of Net Deferred Income Taxes | The components of net deferred income taxes consist of the following: December 31, 2020 2019 Deferred tax assets: Net operating loss $ 30,705 $ 26,285 Reserves and accruals 3,739 3,842 Tax credits 1,193 1,463 Gross deferred tax assets 35,637 31,590 Less valuation allowance (35,100) (31,349) Total deferred tax assets 537 241 Deferred tax liabilities: Amortization of acquired intangibles (537) (241) Total deferred tax liabilities (537) (241) Net deferred tax liabilities $ — $ — |
Reconciliation of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: December 31, 2020 2019 Unrecognized tax benefits, beginning of period $ 1,531 $ 1,516 Tax positions taken in prior periods: Gross increases 69 — Gross decreases (297) — Tax positions taken in current period: Gross increases 11 15 Settlements — — Lapse of statute of limitations — — Unrecognized tax benefits, end of period $ 1,314 $ 1,531 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Feb. 28, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 15, 2020 | |
Subsequent Event [Line Items] | ||||||
Proceeds from sales of common stock, net of issuance costs | $ 9,177 | $ 0 | ||||
Convertible notes | ||||||
Subsequent Event [Line Items] | ||||||
Subsequent placement optional redemption, maximum net proceeds from placement (as a percent) | 40.00% | |||||
Subsequent Event | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sales of common stock, net of issuance costs | $ 29,780 | |||||
Subsequent Event | At-The-Market Offering | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sales of common stock, net of issuance costs | $ 5,058 | |||||
Subsequent Event | Underwritten Offering | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from sales of common stock, net of issuance costs | $ 24,722 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||
Jul. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)consumer | Dec. 31, 2019USD ($) | Jan. 01, 2021USD ($) | Jul. 15, 2020USD ($) | |
Product Information [Line Items] | ||||||
Number of customers per impressions | consumer | 1,000 | |||||
Cash equivalents | $ 0 | $ 0 | ||||
Restricted cash | 91,000 | 86,000 | ||||
Property and equipment, net | 13,000 | 24,000 | ||||
Depreciation | $ 11,000 | $ 59,000 | ||||
Forecast | Accounting Standards Update 2016-02 | ||||||
Product Information [Line Items] | ||||||
Operating lease, liability | $ 2,100,000 | |||||
Right-of-use asset | $ 1,900,000 | |||||
Senior Convertible Note | ||||||
Product Information [Line Items] | ||||||
Interest rate of notes (as a percent) | 7.00% | |||||
Principal amount of note | $ 3,000,000 | |||||
Proceeds from debt, net of issuance costs | 2,371,000 | |||||
Estimated net cash proceeds | $ 2,760,000 | |||||
Convertible notes | ||||||
Product Information [Line Items] | ||||||
Interest rate of notes (as a percent) | 7.00% | 7.00% | ||||
Estimated net cash proceeds | $ 1,751,000 | |||||
Convertible notes | Series A Note | ||||||
Product Information [Line Items] | ||||||
Principal amount of note | $ 4,320,000 | $ 4,320,000 | ||||
Minimum | ||||||
Product Information [Line Items] | ||||||
Term of license subscription agreement (in months) | 1 year | |||||
Property and equipment, useful life (in years) | three | |||||
Maximum | ||||||
Product Information [Line Items] | ||||||
Term of license subscription agreement (in months) | 3 years | |||||
Property and equipment, useful life (in years) | seven years |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Deferred Commissions (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Deferred Commissions [Roll Forward] | ||
Balance, beginning of the period | $ 309 | $ 369 |
Deferral of commissions earned | 94 | 171 |
Recognition of commission expense | (193) | (231) |
Balance, end of the period | $ 210 | $ 309 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - Accounts Receivable | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 0.00% | 15.00% |
Customer B | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 55.00% | 11.00% |
Customer C | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 16.00% | 2.00% |
Customer D | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 13.00% | 5.00% |
Customer E | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 0.00% | 10.00% |
Customer F | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 5.00% | 23.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Accounts Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Accounting Policies [Abstract] | ||
Accounts receivable | $ 1,020 | $ 4,850 |
Less allowances for doubtful accounts | (356) | (3,179) |
Accounts receivable, net | $ 664 | $ 1,671 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Receivable, Allowance for Credit Loss [Roll Forward] | ||
Balance, beginning of period | $ 3,179 | $ 3,276 |
Allowances for bad debt | 205 | 114 |
Issuance of credit memos and write offs | (3,028) | (211) |
Balance, end of period | $ 356 | $ 3,179 |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 14,616,198 | 7,766,489 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,733,712 | 21,740 |
Warrants | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,996,112 | 3,836,112 |
Options | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,208,740 | 1,465,450 |
Restricted stock units | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,677,060 | 2,436,968 |
Restricted shares | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 574 | 6,219 |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 15, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | $ 1,614 | $ 2,486 | $ 0 |
Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 1,614 | ||
Total | 1,614 | ||
Level 1 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Total | 0 | ||
Level 2 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 1,614 | ||
Total | 1,614 | ||
Level 3 | Fair Value, Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Warrant liability | 0 | ||
Total | $ 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 10,001 | $ 19,150 |
Platform subscriptions and services revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 9,108 | 17,243 |
Application transaction revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 893 | $ 1,907 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Deferred revenue recognized | $ 4,568 | |
Remaining performance obligation | $ 9,202 | |
Sales Revenue, Net | Fox Networks Group | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percent) | 50.00% | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||
Percent of revenue expected to be recognized over next 12 months | 41.00% | |
Remaining performance obligation, expected timing | 12 months | |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Derived over net revenues percentage | 97.00% | 99.00% |
Revenue - Revenue by Geographic
Revenue - Revenue by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 10,001 | $ 19,150 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 9,686 | 18,950 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 1 | 17 |
Other international revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 314 | $ 183 |
Revenue - Schedule of Concentra
Revenue - Schedule of Concentration Risk (Details) - Sales Revenue, Net | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Customer A | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percent) | 32.00% | 8.00% |
Customer G | ||
Disaggregation of Revenue [Line Items] | ||
Concentration risk (as a percent) | 12.00% | 7.00% |
Revenue - Deferred Revenue (Det
Revenue - Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Product Information [Line Items] | ||
Total current deferred revenue | $ 2,397 | $ 3,360 |
Non-current deferred revenue | 2,678 | 3,764 |
Total deferred revenue | 5,075 | 7,124 |
Platform subscriptions and services revenue | ||
Product Information [Line Items] | ||
Total current deferred revenue | 2,317 | 3,278 |
Non-current deferred revenue | 2,678 | 3,764 |
Application transaction revenue | ||
Product Information [Line Items] | ||
Total current deferred revenue | $ 80 | $ 82 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | |||
Cash | $ 3,940 | $ 276 | |
Restricted cash | 91 | 86 | |
Total cash and restricted cash | $ 4,031 | $ 362 | $ 6,344 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Changes in Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 25,857 | $ 25,886 |
Foreign currency translation | 43 | (29) |
Balance, end of period | $ 25,900 | $ 25,857 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Finite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | $ 10,538 | $ 10,504 |
Accumulated Amortization | (10,427) | (10,251) |
Net Carrying Amount | $ 111 | 253 |
Trade name | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted Average Useful Life (years) | 4 years 7 months 6 days | |
Gross Carrying Amount | $ 651 | 649 |
Accumulated Amortization | (651) | (649) |
Net Carrying Amount | $ 0 | 0 |
Acquired technology | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted Average Useful Life (years) | 5 years 1 month 6 days | |
Gross Carrying Amount | $ 4,828 | 4,828 |
Accumulated Amortization | (4,821) | (4,798) |
Net Carrying Amount | $ 7 | 30 |
In-process research and development | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted Average Useful Life (years) | 5 years | |
Gross Carrying Amount | $ 94 | 94 |
Accumulated Amortization | (94) | (94) |
Net Carrying Amount | $ 0 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted Average Useful Life (years) | 5 years 8 months 12 days | |
Gross Carrying Amount | $ 4,636 | 4,604 |
Accumulated Amortization | (4,532) | (4,381) |
Net Carrying Amount | $ 104 | 223 |
Order backlog | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted Average Useful Life (years) | 1 year 6 months | |
Gross Carrying Amount | $ 329 | 329 |
Accumulated Amortization | (329) | (329) |
Net Carrying Amount | $ 0 | $ 0 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 142 | $ 268 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Expected Future Annual Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2021 | $ 90 | |
2022 | 21 | |
Total expected future annual amortization expense | $ 111 | $ 253 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Payroll related expenses | $ 4,112 | $ 3,202 |
Accounts payable settlement | 627 | 0 |
Other | 449 | 355 |
Taxes | 165 | 323 |
Partner revenue share | 0 | 155 |
Total accrued expenses | $ 5,353 | $ 4,035 |
Factoring Agreement - Narrative
Factoring Agreement - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jun. 15, 2016 |
Factoring Agreement [Line Items] | |||
Advances, maximum percentage amount of eligible accounts receivable | 80.00% | ||
Factored receivables payable | $ 0 | $ 1,077 | |
Future advances | $ 3,000 | $ 1,923 | |
First 30 Days | |||
Factoring Agreement [Line Items] | |||
Fees paid for factored receivables (as a percent) | 1.80% | ||
Every Ten Days Thereafter | |||
Factoring Agreement [Line Items] | |||
Fees paid for factored receivables (as a percent) | 0.65% |
Debt - Summary of Debt Obligati
Debt - Summary of Debt Obligations (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 10,071 | $ 1,105 |
Debt discount - warrants (2020 Convertible Notes) | (1,029) | 0 |
Debt discount - issuance costs (2020 Convertible Notes) | (650) | 0 |
Less: current maturities of long-term debt | (4,435) | 0 |
Less: related-party debt | (195) | (195) |
Long-term debt | 3,762 | 910 |
Series A Note | ||
Debt Instrument [Line Items] | ||
Total debt | 2,481 | 0 |
Series B Note | ||
Debt Instrument [Line Items] | ||
Total debt | 3,585 | 0 |
Paycheck Protection Program Loan | ||
Debt Instrument [Line Items] | ||
Total debt | 2,850 | 0 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Total debt | 250 | 250 |
Promissory Notes | ||
Debt Instrument [Line Items] | ||
Total debt | $ 905 | $ 855 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Jul. 15, 2020USD ($)$ / sharesshares | Apr. 10, 2020USD ($) | Mar. 20, 2020USD ($) | Jul. 31, 2020USD ($) | Mar. 31, 2020USD ($) | Oct. 31, 2019USD ($) | Apr. 30, 2019USD ($) | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($)day$ / sharesshares | Dec. 31, 2019USD ($)shares | Apr. 09, 2020 | Dec. 31, 2018$ / shares | Dec. 31, 2012$ / shares |
Debt Instrument [Line Items] | |||||||||||||
Original issue discount | $ 1,029,000 | $ 0 | |||||||||||
Gain (loss) on extinguishment of debt | $ (2,158,000) | $ 0 | |||||||||||
Class of warrant or right, outstanding (in shares) | shares | 5,996,112 | 3,836,112 | |||||||||||
Warrant liability | $ 2,486,000 | $ 1,614,000 | $ 0 | ||||||||||
Gain on change in fair value of warrants | $ 872,000 | 0 | |||||||||||
Cane Capital, LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount of note | $ 195,000 | ||||||||||||
Contributions for Notes Payable | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Related party transaction, amount of transaction | $ 560,000 | ||||||||||||
Related party transaction, rate | 10.00% | ||||||||||||
Contributions for Notes Payable | Cane Capital, LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Related party transaction, amount of transaction | $ 204,000 | ||||||||||||
Contributions for Notes Payable | Curo Capital Appreciation Fund, LLC | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Related party transaction, amount of transaction | 151,000 | ||||||||||||
Contributions for Notes Payable | Individuals Associated With Chief Executive Officer | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Related party transaction, amount of transaction | 155,000 | ||||||||||||
Contributions for Notes Payable | Chief Technology Officer | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Related party transaction, amount of transaction | 50,000 | ||||||||||||
Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Issuance of common stock upon partial conversions of Senior Convertible Note (in shares) | shares | 1,763,675 | ||||||||||||
Warrants | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Warrant, term | 3 years | ||||||||||||
Class of warrant or right, outstanding (in shares) | shares | 2,160,000 | ||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 9.22 | $ 5.54 | |||||||||||
Period for registration statement to be declared effective | 90 days | ||||||||||||
Warrants | Common Stock | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 4 | ||||||||||||
Convertible notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Estimated net cash proceeds | $ 1,751,000 | ||||||||||||
Interest rate of notes (as a percent) | 7.00% | 7.00% | |||||||||||
Interest rate, restricted principal (as a percent) | 3.00% | ||||||||||||
Gain (loss) on extinguishment of debt | $ (734,000) | $ (1,343,000) | |||||||||||
Installment conversion, redemption price (as a percent) | 107.00% | ||||||||||||
Redemption price (as a percent) | 107.00% | ||||||||||||
Subsequent placement optional redemption, maximum net proceeds from placement (as a percent) | 40.00% | ||||||||||||
Subsequent placement optional redemption, redemption price (as a percent) | 107.00% | ||||||||||||
Debt default, redemption price (as a percent) | 115.00% | ||||||||||||
Redemption price of outstanding principal (as a percent) | 115.00% | ||||||||||||
Redemption price of market value of shares of common stock (as a percent) | 115.00% | ||||||||||||
Redemption price of aggregate cash consideration payable (as a percent) | 115.00% | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 3 | $ 11.50 | |||||||||||
Installment conversion, lowest volume weighted average price (as a percent) | 85.00% | ||||||||||||
Minimum available cash required at end of each fiscal quarter | $ 500,000 | ||||||||||||
Participation rights period | 2 years | ||||||||||||
Maximum amount of securities sold in equity offerings (as a percent) | 30.00% | ||||||||||||
Repayments of debt | $ 2,084,000 | ||||||||||||
Value of notes | $ 20,000,000 | $ 20,000,000 | |||||||||||
Debt instrument, convertible, stock price trigger (in dollars per share) | $ / shares | $ 17.25 | ||||||||||||
Consecutive trading days | day | 30 | ||||||||||||
Maximum number of shares convertible (in shares) | shares | 2,347,826 | ||||||||||||
Convertible notes | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Value of notes | $ 20,000,000 | ||||||||||||
Convertible notes | Minimum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Threshold trading days | day | 20 | ||||||||||||
Notes Payable to Banks | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate of notes (as a percent) | 0.98% | ||||||||||||
Loan proceeds | $ 2,850,000 | ||||||||||||
Senior Convertible Note | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount of note | $ 3,000,000 | 3,000,000 | |||||||||||
Original issue discount | 240,000 | $ 240,000 | |||||||||||
Estimated net cash proceeds | $ 2,760,000 | ||||||||||||
Interest rate of notes (as a percent) | 7.00% | 7.00% | |||||||||||
Gain (loss) on extinguishment of debt | $ (81,000) | ||||||||||||
Subsequent placement optional redemption, redemption price (as a percent) | 110.00% | ||||||||||||
Installment conversion, lowest volume weighted average price (as a percent) | 85.00% | ||||||||||||
Proceeds from debt, net of issuance costs | $ 2,371,000 | ||||||||||||
Principal repayment | $ 143,000 | ||||||||||||
Percent of installment amount | 100.00% | ||||||||||||
Percent of installment at election of company | 105.00% | ||||||||||||
Promissory Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate of notes (as a percent) | 10.00% | ||||||||||||
Value of notes | $ 20,000,000 | ||||||||||||
Period to maintain minimum balance of interest payments | 1 year | ||||||||||||
Debt instrument, debt default (as a percent) | 12.00% | ||||||||||||
Promissory Notes | Maximum | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Value of notes | $ 20,000,000 | ||||||||||||
Series A Note | Convertible notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount of note | $ 4,320,000 | $ 4,320,000 | |||||||||||
Original issue discount | 320,000 | ||||||||||||
Series B Note | Convertible notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount of note | 17,280,000 | ||||||||||||
Original issue discount | 1,280,000 | ||||||||||||
Minimum market capitalization | 40,000,000 | ||||||||||||
Maximum mandatory prepayment amount | $ 5,000,000 | ||||||||||||
Maximum 30 trading day market capitalization (as a percent) | 10.00% | ||||||||||||
Investor Note | Secured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Principal amount of note | $ 16,000,000 | ||||||||||||
Mandatory prepayment amount | 1,000,000 | ||||||||||||
Voluntary prepayment amount | 4,750,000 | ||||||||||||
Proceeds from voluntary prepayment amount | 5,750,000 | ||||||||||||
Unrestricted principal | 5,750,000 | ||||||||||||
Unrestricted original issue discount | 460,000 | ||||||||||||
Restricted principal | $ 11,070,000 |
Debt - Summary of Calculated Ag
Debt - Summary of Calculated Aggregate Fair Values and Assumptions (Details) - Warrants | Dec. 31, 2020$ / shares | Jul. 15, 2020$ / shares |
Class of Warrant or Right [Line Items] | ||
Warrant, term | 3 years | |
Strike price per share | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 4 | 4 |
Closing price per share | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1.26 | 1.44 |
Term (years) | ||
Class of Warrant or Right [Line Items] | ||
Warrant, term | 2 years 6 months 10 days | 3 years |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1.46 | 1.77 |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.0017 | 0.0018 |
Dividend Yield | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0 | 0 |
Debt - Summary of Change in Fai
Debt - Summary of Change in Fair Value of Warrant Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Warrant Liability [Roll Forward] | ||
Balance, beginning of period | $ 0 | |
Warrant issued | 2,486 | |
Change in fair value of warrant liability | (872) | $ 0 |
Balance, end of period | $ 1,614 | $ 0 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Interest expense | $ 3,413 | $ 581 |
Accretion of debt discount - issuance costs | 686 | 0 |
Accretion of debt discount - warrants | 1,457 | 0 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Interest expense | 722 | 0 |
Senior Convertible Note | ||
Debt Instrument [Line Items] | ||
Interest expense | 197 | 0 |
Factoring financing agreement | ||
Debt Instrument [Line Items] | ||
Interest expense | 175 | 555 |
All other debt and financing obligations | ||
Debt Instrument [Line Items] | ||
Interest expense | $ 176 | $ 26 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Thousands | Oct. 09, 2020 | Sep. 29, 2020 | Mar. 09, 2020 | Dec. 17, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Rent expense under operating leases | $ 843 | $ 727 | ||||
Gain (loss) related to litigation settlement | (4,500) | |||||
Accrued legal settlement | 3,000 | 0 | ||||
Pending Litigation | Uber's First Amended Cross-Complaint | ||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Stock issued during period, value, issued for services | $ 17,000 | |||||
Pending Litigation | Plaintiffs v. The Company | ||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Stock issued during period, value, issued for services | $ 1,000 | |||||
Loss contingency, shares lock-up, period | 180 days | |||||
Pending Litigation | Ellenoff Grossman & Schole LLP v. Stellar Acquisition III, Corp | ||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Stock issued during period, value, issued for services | $ 690 | |||||
Settled Litigation | Settlement Agreement | ||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Amount awarded to other party | $ 6,000 | |||||
Settled Litigation | Settlement Agreement | Insurance Carrier | ||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Payment to other party | 1,500 | |||||
Settled Litigation | Settlement Agreement | Phunware | ||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Payment to other party | $ 4,500 | |||||
Settled Litigation | Ellenoff Grossman & Schole LLP v. Stellar Acquisition III, Corp | ||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||
Amount awarded to other party | $ 600 | |||||
Accounts payable and accrued expenses related to alleged unpaid invoices | $ 690 |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Obligations (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2021 | $ 836 |
2022 | 725 |
2023 | 622 |
2024 | 609 |
2025 | 208 |
Thereafter | 0 |
Total | $ 3,000 |
PhunCoin and PhunToken - Narrat
PhunCoin and PhunToken - Narrative (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | Dec. 31, 2018stockholder | |
Product Information [Line Items] | ||
Ongoing monthly dividends, percentage of monthly credits purchased | 2.50% | |
Period after issuance of rights | 1 year | |
Termination of Token Rights Agreement | 12 months | |
Number of stockholders issued warrants | stockholder | 68 | |
PhunCoin | ||
Product Information [Line Items] | ||
Aggregate of receivable amount | $ | $ 1,202 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2012 | Aug. 14, 2020 | |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued (in shares) | 56,380,111 | 39,817,917 | |||
Common stock, shares outstanding (in shares) | 56,380,111 | 39,817,917 | |||
Proceeds from sales of common stock, net of issuance costs | $ 9,177,000 | $ 0 | |||
Warrants/UPO's Exercised, Cash | 617,296 | ||||
Aggregate gross proceeds from exercise of warrants | $ 6,184,000 | ||||
Issuance of shares of common stock (in shares) | 10,913,146 | ||||
2009 Stock Option and Incentive Plan | |||||
Unvested shares (in shares) | 574 | 6,219 | |||
Cash | |||||
Aggregate gross proceeds from exercise of warrants | $ 6,092,000 | ||||
Digital Currencies | |||||
Aggregate gross proceeds from exercise of warrants | $ 92,000 | ||||
Cash and Cashless Exercises | |||||
Sale of option to purchase common stock (in shares) | 11,530,442 | ||||
Cashless Exercises | |||||
Warrants exercised under cashless (net) provisions | 13,975,359 | ||||
Warrants | |||||
Warrant to purchase aggregate shares of common stock (in shares) | 1,085,059 | 14,866 | |||
Exercise price per share (in dollars per share) | $ 9.22 | $ 5.54 | |||
Number of times the exercise price (as a percent) | 300.00% | ||||
Sales Agreement | |||||
Aggregate offering price | $ 15,000,000 | ||||
Public Warrants | Warrants | |||||
Exercise price per share (in dollars per share) | $ 0.01 | ||||
Last sale price of shares of common stock (exceeds, in dollars per share) | $ 21 | ||||
Number of days within 30-trading day period | 20 days | ||||
Trading day period | 30 days | ||||
Private Placement | Warrants | |||||
Exercise price per share (in dollars per share) | $ 11.50 | ||||
Minimum number of days written notice to redeem Public Warrants | 30 days | ||||
Common Stock | |||||
Sale of common stock, net of issuance costs (in shares) | 11,629,160 | ||||
Proceeds from sales of common stock, net of issuance costs | $ 9,578,000 | ||||
Payments of stock offering costs | $ 401,000 | ||||
PhunCoin Warrant | |||||
Exercise price per share (in dollars per share) | $ 11.50 |
Stockholders' Equity - Warrant
Stockholders' Equity - Warrant Activity (Details) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Line Items] | ||
Warrants Outstanding, December 31, 2020 | 5,996,112 | 3,836,112 |
Warrants Outstanding, December 31, 2019 | 5,996,112 | 3,836,112 |
2020 Convertible Note warrants | ||
Class of Warrant or Right [Line Items] | ||
Cash exercise price per share (in dollars per share) | $ 4 | |
Warrants Outstanding, December 31, 2020 | 2,160,000 | 0 |
Warrants Outstanding, December 31, 2019 | 2,160,000 | 0 |
Common stock warrant (Series D-1) | ||
Class of Warrant or Right [Line Items] | ||
Cash exercise price per share (in dollars per share) | $ 5.54 | |
Warrants Outstanding, December 31, 2020 | 14,866 | 14,866 |
Warrants Outstanding, December 31, 2019 | 14,866 | 14,866 |
Common stock warrants (Series F) | ||
Class of Warrant or Right [Line Items] | ||
Cash exercise price per share (in dollars per share) | $ 9.22 | |
Warrants Outstanding, December 31, 2020 | 377,402 | 377,402 |
Warrants Outstanding, December 31, 2019 | 377,402 | 377,402 |
Public Warrants (PHUNW) | ||
Class of Warrant or Right [Line Items] | ||
Cash exercise price per share (in dollars per share) | $ 11.50 | |
Warrants Outstanding, December 31, 2020 | 1,761,291 | 1,761,291 |
Warrants Outstanding, December 31, 2019 | 1,761,291 | 1,761,291 |
Private Placement Warrants | ||
Class of Warrant or Right [Line Items] | ||
Cash exercise price per share (in dollars per share) | $ 11.50 | |
Warrants Outstanding, December 31, 2020 | 1,658,381 | 1,658,381 |
Warrants Outstanding, December 31, 2019 | 1,658,381 | 1,658,381 |
Unit Purchase Option Warrants | ||
Class of Warrant or Right [Line Items] | ||
Cash exercise price per share (in dollars per share) | $ 11.50 | |
Warrants Outstanding, December 31, 2020 | 24,172 | 24,172 |
Warrants Outstanding, December 31, 2019 | 24,172 | 24,172 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Selling and Marketing Expense | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Maximum number of shares participant may purchase | 2,000 | |||||
Restricted Stock Units (RSUs) - Non-Employee Directors | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock unit awards granted (in shares) | 50,000 | 39,426 | ||||
Restricted stock unit awards grant date fair value (in dollars per share) | $ 1.28 | |||||
Restricted Stock Units (RSUs) - Non-Employee Directors | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock unit awards granted (in shares) | 85,996 | 123,084 | ||||
Restricted stock unit awards grant date fair value (in dollars per share) | $ 0.71 | $ 1.25 | ||||
Restricted Stock Units (RSUs) - Non-Employee Directors | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock unit awards granted (in shares) | 375,000 | 125,523 | ||||
Restricted stock unit awards grant date fair value (in dollars per share) | $ 0.67 | $ 1.25 | ||||
Vesting period of award | 4 years | 10 months | ||||
Vesting percentage of award (as a percent) | 25.00% | |||||
Restricted Stock Units (RSUs) - Team Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock unit awards granted (in shares) | 30,000 | 12,000 | 746,000 | |||
Restricted stock unit awards grant date fair value (in dollars per share) | $ 1.68 | $ 1.25 | ||||
Vesting period of award | 4 years | 4 years | 42 months | |||
Vesting percentage of award (as a percent) | 25.00% | 25.00% | ||||
Restricted Stock Units (RSUs) - Non-Employees | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock unit awards granted (in shares) | 155,000 | 250,000 | 630,000 | |||
Restricted stock unit awards grant date fair value (in dollars per share) | $ 0.85 | $ 1.52 | $ 0.67 | $ 0.88 | $ 0.85 | |
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of options | $ 88 | $ 88 | $ 7,619 | |||
Total fair value for options | 130 | 348 | ||||
Unrecognized compensation expense | $ 80 | $ 80 | $ 221 | |||
Straight-line basis over weighted average period | 1 year 2 months 12 days | |||||
2018 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Issuance of common stock shares (in shares) | 1,209,314,000 | |||||
Common stock reserved for issuance (in shares) | 2,551,720 | 2,551,720 | 205,206 | |||
2018 Equity Incentive Plan | Employee Stock | Post-Closing Outstanding Shares | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual percentage increase | 10.00% | 10.00% | ||||
2018 Equity Incentive Plan | Employee Stock | Outstanding Shares on Last Day of Immediately Preceding Year | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual percentage increase | 5.00% | 5.00% | ||||
2018 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for issuance (in shares) | 272,942 | 272,942 | 272,942 | |||
Expiration period | 27 months | |||||
ESPP, purchase price percentage | 85.00% | |||||
2018 Employee Stock Purchase Plan | Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Annual percentage increase | 3.00% | 3.00% | ||||
Percent of shares outstanding on last day | 1.50% | 1.50% | ||||
2009 Equity Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period of award | 4 years | |||||
Expiration period | 10 years | |||||
Unvested shares (in shares) | 574 | 574 | 6,219 | |||
Accrued expenses | $ 1 | $ 1 | $ 3 | |||
Unamortized fair value of the restricted stock units | $ 2,135 | $ 2,135 | $ 6,328 | |||
Amortization period of restricted stock cost | 2 years 9 months 18 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted stock units | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 2,436,968 |
Granted (in shares) | shares | 2,622,029 |
Released (in shares) | shares | (2,978,983) |
Forfeited (in shares) | shares | (402,954) |
Outstanding, beginning balance (in shares) | shares | 1,677,060 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 3.15 |
Granted (in dollars per share) | $ / shares | 1.01 |
Released (in dollars per share) | $ / shares | 2.28 |
Forfeited (in dollars per share) | $ / shares | 2.88 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 1.41 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - Stock Option - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Shares | ||
Beginning balance (in shares) | 1,465,450 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (185,234) | |
Canceled/expired (in shares) | (71,476) | |
Ending balance (in shares) | 1,208,740 | 1,465,450 |
Options exercisable (in shares) | 1,073,148,000 | |
Weighted Average Grant Date Fair Value | ||
Beginning balance (in dollars per share) | $ 0.80 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 1.06 | |
Cancelled/expired (in dollars per share) | 1.77 | |
Ending balance (in dollars per share) | 0.80 | $ 0.80 |
Options exercisable (in dollars per share) | $ 0.75 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding (in years) | 6 years 2 months 8 days | 6 years 10 months 9 days |
Weighted Average Remaining Contractual Term (years), Exercisable | 6 years 29 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 700 | $ 771 |
Options exercisable | $ 642 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 4,492 | $ 1,784 |
Cost of revenues | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 274 | 146 |
Sales and marketing | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 64 | 12 |
General and administrative | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | 4,083 | 1,417 |
Research and development | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Total stock-based compensation | $ 71 | $ 209 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Examination [Line Items] | ||
Loss before taxes | $ 22,197 | $ 12,866 |
Net loss | 22,199 | 12,871 |
Net operating loss carryforwards federal | 126,303 | |
Net operating loss carryforwards state | 60,929 | |
Federal net operating losses subject to expiration | 85,674 | |
Federal net operating losses not subject to expiration | 40,629 | |
R&D credit carryforwards federal | 1,482 | |
R&D credit carryforwards state | 1,145 | |
Valuation allowance | 35,100 | 31,349 |
United States | ||
Income Tax Examination [Line Items] | ||
Net loss | $ 22,194 | $ 12,766 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income tax at statutory rate | $ (4,661) | $ (2,703) |
Valuation allowance | 4,408 | 2,948 |
State income tax, net of federal benefit | (330) | (606) |
Business tax credit net of reserves | 0 | 0 |
Non-deductible expenses | 585 | 365 |
Foreign income taxes at different rate | 0 | 1 |
Income tax expense | $ 2 | $ 5 |
Effective tax rate (as a percent) | (0.01%) | (0.04%) |
Income Taxes - Provision Expens
Income Taxes - Provision Expense (Benefit) For Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 2 | 5 |
Foreign | 0 | 0 |
Total current | 2 | 5 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred | 0 | 0 |
Total | $ 2 | $ 5 |
Income Taxes - Components in Ne
Income Taxes - Components in Net Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred tax assets: | ||
Net operating loss | $ 30,705 | $ 26,285 |
Reserves and accruals | 3,739 | 3,842 |
Tax credits | 1,193 | 1,463 |
Gross deferred tax assets | 35,637 | 31,590 |
Less valuation allowance | (35,100) | (31,349) |
Total deferred tax assets | 537 | 241 |
Deferred tax liabilities: | ||
Amortization of acquired intangibles | (537) | (241) |
Total deferred tax liabilities | (537) | (241) |
Net deferred tax liabilities | $ 0 | $ 0 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits, beginning of period | $ 1,531 | $ 1,516 |
Tax positions taken in prior periods: | ||
Gross increases | 69 | 0 |
Gross decreases | (297) | 0 |
Tax positions taken in current period: | ||
Gross increases | 11 | 15 |
Settlements | 0 | 0 |
Lapse of statute of limitations | 0 | 0 |
Unrecognized tax benefits, end of period | $ 1,314 | $ 1,531 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Amount of note | $ 1,993 | |
Transferred per warrant (in dollars per share) | $ 0.50 | |
Reverse merger and recapitalization | $ 255 | $ 255 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 16, 2021 | Mar. 20, 2020 | Mar. 31, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 15, 2020 | Dec. 31, 2018 | Dec. 31, 2012 |
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sales of common stock, net of issuance costs | $ 9,177 | $ 0 | |||||||||||
Repayments of convertible debt | 8,418 | 0 | |||||||||||
Loss on extinguishment of debt | 2,158 | $ 0 | |||||||||||
Warrants | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price per share (in dollars per share) | $ 9.22 | $ 5.54 | |||||||||||
Warrants | Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price per share (in dollars per share) | $ 4 | ||||||||||||
Convertible notes | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Subsequent placement optional redemption, maximum net proceeds from placement (as a percent) | 40.00% | ||||||||||||
Repayments of debt | $ 2,084 | ||||||||||||
Loss on extinguishment of debt | $ 734 | $ 1,343 | |||||||||||
Conversion price (in dollars per share) | $ 11.50 | $ 3 | |||||||||||
Secured Debt | Investor Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Voluntary prepayment amount | $ 4,750 | ||||||||||||
Proceeds from voluntary prepayment amount | 5,750 | ||||||||||||
Unrestricted original issue discount | $ 460 | ||||||||||||
Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of common stock, net of issuance costs (in shares) | 11,629,160 | ||||||||||||
Proceeds from sales of common stock, net of issuance costs | $ 9,578 | ||||||||||||
Payments of stock offering costs | $ 401 | ||||||||||||
Subsequent Event | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sales of common stock, net of issuance costs | $ 29,780 | ||||||||||||
Repayments of debt | $ 11,507 | ||||||||||||
Base rent per month | $ 17 | ||||||||||||
Subsequent Event | Warrants | Common Stock | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Exercise price per share (in dollars per share) | $ 2.25 | $ 2.25 | |||||||||||
Subsequent Event | Convertible notes | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Repayments of convertible debt | $ 5,541 | ||||||||||||
Payments of interest on convertible debt | 349 | ||||||||||||
Loss on extinguishment of debt | $ 5,717 | ||||||||||||
Conversion price (in dollars per share) | $ 2.25 | $ 2.25 | |||||||||||
Subsequent Event | Secured Debt | Investor Note | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Voluntary prepayment amount | $ 10,250 | ||||||||||||
Proceeds from voluntary prepayment amount | 10,250 | ||||||||||||
Unrestricted original issue discount | $ 820 | $ 820 | |||||||||||
Subsequent Event | At-The-Market Offering | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sales of common stock, net of issuance costs | $ 5,058 | ||||||||||||
Payments of stock offering costs | $ 156 | ||||||||||||
Subsequent Event | Underwritten Offering | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from sales of common stock, net of issuance costs | $ 24,722 | ||||||||||||
Payments of stock offering costs | $ 1,740 | ||||||||||||
Subsequent Event | Common Stock | At-The-Market Offering | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of common stock, net of issuance costs (in shares) | 2,670,121 | ||||||||||||
Subsequent Event | Common Stock | Underwritten Offering | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Sale of common stock, net of issuance costs (in shares) | 11,761,111 | ||||||||||||
Common stock exercise price (in dollars per share) | $ 2.25 | $ 2.25 |
Uncategorized Items - phun-2020
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,087,000 |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 1,087,000 |