Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 08, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | SSTI | |
Entity Registrant Name | ShotSpotter, Inc. | |
Entity Central Index Key | 1,351,636 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 10,625,264 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 14,732 | $ 19,567 |
Accounts receivable | 6,367 | 3,928 |
Prepaid expenses and other current assets | 1,301 | 839 |
Restricted cash | 30 | 30 |
Total current assets | 22,430 | 24,364 |
Property and equipment, net | 13,802 | 11,596 |
Intangible assets, net | 92 | 95 |
Other assets | 1,556 | 143 |
Total assets | 37,880 | 36,198 |
Current liabilities | ||
Accounts payable | 1,932 | 1,627 |
Deferred revenue, short-term | 16,477 | 15,780 |
Accrued expenses and other current liabilities | 2,989 | 3,815 |
Total current liabilities | 21,398 | 21,222 |
Deferred revenue, long-term | 1,615 | 2,710 |
Other liabilities | 98 | 104 |
Total liabilities | 23,111 | 24,036 |
Stockholders' equity: | ||
Common stock | 51 | 48 |
Additional paid-in capital | 110,475 | 109,708 |
Accumulated deficit | (95,787) | (97,595) |
Accumulated other comprehensive income | 30 | 1 |
Total stockholders' equity | 14,769 | 12,162 |
Total liabilities and stockholders' equity | $ 37,880 | $ 36,198 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Statement [Abstract] | ||
Revenues | $ 6,907 | $ 4,562 |
Costs | ||
Cost of revenues | 3,308 | 2,675 |
Total costs | 3,308 | 2,675 |
Gross profit | 3,599 | 1,887 |
Operating expenses | ||
Sales and marketing | 1,554 | 1,108 |
Research and development | 1,236 | 1,034 |
General and administrative | 2,028 | 930 |
Total operating expenses | 4,818 | 3,072 |
Operating loss | (1,219) | (1,185) |
Other income (expense), net | ||
Interest income (expense), net | 27 | (365) |
Other income (expense), net | 1 | (11) |
Total other income (expense), net | 28 | (376) |
Loss before income taxes | (1,191) | (1,561) |
Provision for income taxes | 26 | |
Net loss | $ (1,217) | $ (1,561) |
Net loss per share, basic and diluted | $ (0.12) | $ (0.93) |
Weighted average shares used in computing net loss per share, basic and diluted | 10,067,830 | 1,678,326 |
Condensed Consolidated Stateme4
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (1,217) | $ (1,561) |
Other comprehensive income (loss): | ||
Change in foreign currency translation adjustment | 29 | (13) |
Comprehensive loss | $ (1,188) | $ (1,574) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (1,217) | $ (1,561) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 817 | 679 |
Stock-based compensation | 427 | 23 |
Amortization of debt issuance costs | 34 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,439) | (1,946) |
Prepaid expenses and other assets | 11 | (26) |
Accounts payable | 305 | (382) |
Accrued expenses and other current liabilities | (834) | (166) |
Deferred revenue | 706 | 1,470 |
Net cash used in operating activities | (2,224) | (1,875) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (2,985) | (1,077) |
Investment in intangible and other assets | (10) | (7) |
Net cash used in investing activities | (2,995) | (1,084) |
Cash flows from financing activities: | ||
Proceeds from notes payable | 1,500 | |
Proceeds from exercise of stock options | 342 | 5 |
Net cash provided by financing activities | 342 | 1,505 |
Decrease in cash and cash equivalents | (4,877) | (1,454) |
Effect of exchange rate on cash and cash equivalents | 42 | 2 |
Cash, cash equivalents and restricted cash at beginning of year | 19,597 | 3,895 |
Cash, cash equivalents and restricted cash at end of period | $ 14,762 | 2,443 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 336 | |
Supplemental disclosure of non-cash financing activities: | ||
Issuance of warrants in connection with the issuance of notes payable to a financial institution | 111 | |
Debt origination fees included in accrued expenses and other current liabilities | 30 | |
Deferred offering costs included in other assets | $ 731 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1. Organization and Description of Business ShotSpotter, Inc. (the “Company”) provides gunshot detection solutions that help law enforcement officials and security personnel identify, locate and deter gun violence. The Company offers its software solutions on a SaaS-based subscription model to its customers. The Company’s principal executive offices are located in Newark, California. The Company has one subsidiary, ShotSpotter (Pty) Ltd. formed in South Africa. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2018 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 2. Initial Public Offering In June 2017, the Company completed its initial public offering (“IPO”) in which the Company sold 3,220,000 shares of its common stock at a price of $11.00 per share. The Company received net proceeds of $32.4 million, after underwriting discounts and commissions, which was recorded to additional paid-in capital. The Company’s common stock commenced trading on the NASDAQ Capital Market on June 7, 2017 under the trading symbol “SSTI.” • Immediately prior to the IPO, all outstanding Series B-1 convertible preferred stock warrants were remeasured at fair value using the Black-Scholes model, resulting in a loss of $3.7 million, which was recorded in other expense, net. • Upon the closing of the IPO, the entire balance of $5.7 million in convertible preferred stock warrant liability was reclassified to additional paid-in capital. All preferred stock warrants were converted into common stock warrants. In addition, the Company issued to the lead underwriter in the IPO a warrant to purchase up to 84,000 shares of its common stock. See Note 8, Convertible Preferred Stock Warrants and Common Stock Warrants , for further details regarding the warrants. • Upon the closing of the IPO, all shares of the then-outstanding convertible preferred stock were converted into 4,689,753 shares of common stock. This resulted in a reclassification of $42.1 million to additional paid-in capital. • Offering costs incurred by the Company were approximately $1.9 million, excluding underwriting commissions and discounts, which was recorded to additional paid-in capital. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 3. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiary, ShotSpotter (Pty) Ltd. All significant intercompany transactions have been eliminated during consolidation. The condensed consolidated balance sheet as of December 31, 2017, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2018 or any future period. June 2017 Amended and Restated Certificate of Incorporation Prior to the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved an amendment (the “Charter Amendment”) to the Pre-IPO Certificate (as defined below) and an amended and restated certificate of incorporation (“Post-IPO Certificate”) that became effective on June 12, 2017. The Charter Amendment increased the number of authorized shares of common stock from 8,600,000 to 500,000,000. Under the Post-IPO Certificate, the Company is authorized to issue two classes of stock to be designated Common Stock and Preferred Stock. See Note 6, Capital Stock March 2017 Amendment and Restatement of Certificate of Incorporation On March 27, 2017, the Company’s Board and stockholders approved an amendment and restatement of the Company’s then-existing certificate of incorporation (as so amended and restated, the “Pre-IPO Certificate”) to provide, among other changes, that each share of Series A-2 convertible preferred stock would automatically convert into 0.715548 shares of common stock upon the consummation of an initial public offering of the Company’s capital stock. All share and per share data related to balance sheet and net loss information in the accompanying condensed consolidated financial statements and their related notes have been retroactively adjusted to give effect to the application of this conversion feature when presenting the Series A-2 convertible preferred stock on an as-converted basis. The Pre-IPO Certificate also provided for (1) an increase in the total number of authorized shares to 14,550,000 and (2) an increase in the number of authorized shares of common stock to 8,600,000, in each case to accommodate the new conversion feature for the outstanding shares of Series A-2 convertible preferred stock. All share and per share data in the accompanying condensed consolidated financial statements and their related notes for all periods presented have been retroactively adjusted to give effect to the reverse stock split. Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including the valuation of accounts receivable, the lives of tangible and intangible assets, stock-based compensation expense, preferred stock warrant liabilities, and accounting for revenue recognition and income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company’s financial position and results of operations. Revenue Recognition The Company generates substantially all of its revenues from the sale of gunshot detection subscription services, in which gunshot data generated by Company-owned sensors and software is sold to customers through a cloud-based hosting application for a specified contract period. Typically, the initial contract period is one to five years in length. The subscription contract is generally noncancelable without cause. Generally, these service arrangements do not provide the customer with the right to take possession of the hardware or software supporting the subscription service at any time. A small portion of the Company’s revenues are generated from the delivery of setup services to install Company-owned sensors in the customer’s coverage area and other services including training and license to integrate with third-party applications. The Company generally invoices customers for 50% of the total contract value when the contract is fully executed and for the remaining 50% when the subscription service is operational and ready to go live – that is, when the customer has acknowledged the completion of all the deliverables in the signed customer acceptance form. The Company generally invoices subscription service renewals for 100% of the total contract value when the renewal contract is executed. For the public safety solution, the pricing model is based on a per-square-mile basis. For security solutions, the pricing model is on a customized-site basis. As a result of the process for invoicing contracts and renewals upon execution, cash flows from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment. Prior to the adoption of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers ("Topic 606"), Revenue Recognition • Persuasive evidence of an arrangement exists • Delivery has occurred or services have been rendered • The sales price is fixed or determinable • Collection of the related receivable is reasonably assured Under ASC 605, the Company recognized subscription revenues ratably over the subscription period committed by the customer and commencing when the subscription service was fully operational and ready to go live, that is, upon completion of all deliverables stated in the signed customer acceptance form, assuming all other revenue recognition criteria were met. The Company recognized revenues from setup fees ratably based on the expected customer relationship period, typically over five years, which could extend beyond the initial contract period. In determining the expected customer relationship period, the Company considered specific customer details and renewal history with similar customers. If a customer declined to renew its subscription prior to the end of five years, then the remaining setup fees were immediately recognized. Effective January 1, 2018, after the adoption of Topic 606, the Company recognizes revenue upon the satisfaction of performance obligations. At contract inception, the Company assesses the services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the subscription services, training, and licenses to integrate with third-party applications are each distinct services that represent separate performance obligations. The setup activities are not distinct from the subscription service and are combined into the subscription service performance obligation. However, setup fees may provide a material right to the customer that has influence over the customers' decision to renew. All setup fees are assessed on a quantitative and qualitative basis to determine whether they represent a distinct performance obligation. The total contract value is allocated to each performance obligation identified based on the standalone selling price of the service. Discounts are allocated pro-rata to the identified performance obligations. Revenues from subscription services are recognized ratably, on a straight-line basis, over the term of the subscription. Revenues from material rights are recognized ratably over the period in which they are determined to provide a material right to the customer, which is generally three years. Revenues from training and licenses to integrate with third-party applications are recognized upon delivery which generally occurs when the subscription service is operational and ready to go live and these amounts are immaterial. Subscription renewal fees are recognized ratably over the term of the renewal, which is typically one year. While most customers elect to renew their agreements, in some cases, they may not be able to obtain the proper approvals or funding to complete the renewal prior to expiration. For these customers, the Company stops recognizing subscription revenues at the end of the current contract term, even though services may continue to be provided for a period of time until the renewal process is completed. Once the renewal is complete, the Company recognizes subscription revenues for the period between the expiration of the term of the agreement and the completion of the renewal process in the month in which the renewal is executed. If a customer declines to renew its subscription prior to the end of three years, then the remaining fees from material rights, if any, are immediately recognized. As of January 1, 2018, upon the adoption of ASC 606, the Company had total short-term and long-term deferred revenue of $17.3 million. During the three months ended March 31, 2018, the Company recognized $5.7 million in revenue from the beginning deferred revenue balance and $1.2 million from new billings, and added $7.7 million to total short-term and long-term deferred revenue from new billings. As of March 31, 2018, the Company has estimated remaining performance obligations for contractually committed revenues of $17.0 million, $12.1 million, $9.7 million, $6.8 million, and $500,000 that will be recognized during the remainder of the year ended December 31, 2018, and years ended December 31, 2019, 2020, 2021, and 2022 through 2024, respectively. The timing of revenue recognition includes estimates of go live dates for contracts not yet live. Contractually committed revenue includes deferred revenue as of March 31, 2018 and amounts under contract that will be invoiced after March 31, 2018. During the three months ended March 31, 2018, the Company recognized revenues of $6.7 million from customers in the United States and $0.2 million from a customer in South Africa. Topic 606 also requires the capitalization of certain incremental costs of obtaining a contract, which impacts the period in which the Company records sales commissions expense. Historically, the Company recognized sales commissions expense upfront. Under Topic 606, the Company is required to capitalize these expenses. As there are not commensurate commissions earned on renewals of the subscription services, the Company concluded that the capitalized commissions are related to subscription services provided under both the initial contract and renewal periods. Therefore, the amortization period for the capitalized commissions is the customer life, which is determined to be five years. As the capitalized commissions are related to subscription services that are transferred over the customer's life, the Company amortizes the capitalized commissions on a straight-line basis of five years. For commissions that are earned on renewal contracts with an original duration of one year or less, the Company uses the practical expedient applicable to such commissions and recognizes the commissions as expense instead of capitalizing. Accounts Receivable Accounts receivable consist of trade accounts receivables from the Company’s customers, net of allowance for doubtful accounts if deemed necessary. Accounts receivables are recorded at the invoiced amount. The Company does not require collateral or other security for accounts receivable. The Company periodically evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses based on the historical experience. At March 31, 2018 and December 31, 2017, the Company did not have an allowance for potential credit losses as there were no estimated credit losses. Concentrations of Risk Credit Risk – Financial instruments that potentially subject the Company to concentration of credit risk consisted primarily of restricted cash, cash and cash equivalents and accounts receivable from trade customers. The Company maintains its cash deposits at two domestic financial institutions. The Company is exposed to credit risk in the event of default by a financial institution to the extent that cash and cash equivalents are in excess of the amount insured by the Federal Deposit Insurance Corporation. The Company generally places its cash and cash equivalents with high-credit quality financial institutions. To date, the Company has not experienced any losses on its cash and cash equivalents Concentration of Accounts Receivable –As of March 31, 2018, one customer accounted for 30% of the Company’s accounts receivable. Fluctuations in accounts receivable result from timing of the Company’s execution of contracts and collection of related payments. As of December 31, 2017, three customers accounted for 18%, 18% and 14% of the Company’s accounts receivable. Concentration of Revenues –For the three months ended March 31, 2018, two customers each accounted for 18% of the Company’s total revenues. For the three months ended March 31, 2017, two customers accounted for 17% and 10% of the Company’s total revenues. Accounting Pronouncements Recently Adopted Effective January 1, 2018, the Company adopted Topic 606. The impact from the adoption of Topic 606 was as follows: Three Months Ended March 31, 2018 As Reported Effect of Change Increase/ (Decrease) Amounts Without Adoption of Topic 606 Revenues $ 6,907 $ 53 $ 6,854 Costs 3,308 — 3,308 Gross profit 3,599 53 3,546 Sales and marketing expense 1,554 (141 ) 1,695 Operating loss (1,219 ) (88 ) (1,307 ) Net loss (1,217 ) (88 ) (1,305 ) As of March 31, 2018 As Reported Effect of Change Increase/ (Decrease) Amounts Without Adoption of Topic 606 Assets Prepaid expenses and other current assets $ 1,301 $ 553 $ 748 Other assets 1,556 1,417 139 Total assets 37,880 1,970 35,910 Liabilities Deferred revenue, short term 16,477 (151 ) 16,628 Total current liabilities 21,398 (151 ) 21,549 Deferred revenue, long term 1,615 (1,100 ) 2,715 Total liabilities 23,111 (1,251 ) 24,362 In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting Compensation – Stock Compensation Recent Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
Details of Certain Condensed Co
Details of Certain Condensed Consolidated Balance Sheet Accounts | 3 Months Ended |
Mar. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Details of Certain Consolidated Balance Sheet Accounts | Note 4. Details of Certain Condensed Consolidated Balance Sheet Accounts Prepaid expenses and other current assets (in thousands): March 31, December 31, 2018 2017 Prepaid software and licenses $ 368 $ 407 Prepaid insurance 89 211 Other prepaid expenses 203 137 Deferred commissions 553 — Other 88 84 $ 1,301 $ 839 Accrued expenses and other current liabilities (in thousands): March 31, December 31, 2018 2017 Payroll liabilities $ 577 $ 1,697 Accrued employee paid time off 558 469 Accrued commissions 90 199 Accrued ESPP 335 115 Royalties payable 129 125 Professional fees 361 328 Use and other taxes 436 406 Other 503 476 $ 2,989 $ 3,815 |
Impairment of Property and Equi
Impairment of Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Impairment of Property and Equipment | Note 5. Impairment of Property and Equipment During the year ended December 31, 2017, the Company recognized impairment expense of $0.8 million for the impairment of property and equipment relating to the remaining book value of deployed equipment in Puerto Rico and the U.S. Virgin Islands. Management concluded that the impairment charges were required because the equipment was presumed destroyed by the hurricanes in September 2017. The Company also recognized $0.9 million in revenues relating to the remaining deferred set-up fees to be recognized on contracts with customers in Puerto Rico and the U.S. Virgin Islands. Management concluded that the revenues associated with these contracts was required to be accelerated because the contracts with customers in Puerto Rico and the U.S. Virgin Islands were expired at the time of the hurricanes and all subscription services were fully delivered. |
Capital Stock
Capital Stock | 3 Months Ended |
Mar. 31, 2018 | |
Equity [Abstract] | |
Capital Stock | Note 6. Capital Stock Convertible Preferred Stock Immediately prior to the IPO, the Company had the following outstanding convertible preferred stock: Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference (in thousands) Series B-1 4,773,000 3,848,023 $ 22,575 Series A-2 1,177,000 1,176,423 20,000 $ 42,575 Upon the closing of the IPO, all shares of convertible preferred stock then outstanding were automatically converted into an aggregate of 4,689,753 shares of common stock, resulting in the reclassification of the related redeemable convertible preferred stock into $23,000 of common stock and $42.1 million into additional paid-in capital. As of March 31, 2018, there were no shares of convertible preferred stock outstanding. Common Stock The Company is authorized to issue 500,000,000 shares of common stock, with a par value of $0.005 and each outstanding share of common stock is entitled to one vote, as provided in the Post-IPO Certificate. At March 31, 2018, there were 10,329,846 shares of common stock issued and outstanding. At December 31, 2017, there were 9,827,129 shares of common stock issued and outstanding. Preferred Stock The Company is authorized to issue 20,000,000 shares of preferred stock, with a par value of $0.005, as provided in the Post-IPO Certificate. As of March 31, 2018, there were no shares of preferred stock issued and outstanding. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 7. Net Loss per Share The following table summarizes the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (1,217 ) $ (1,561 ) Denominator: Weighted-average shares outstanding, basic and diluted 10,067,830 1,678,326 Net loss per share $ (0.12 ) $ (0.93 ) The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net loss per share as the effect would have been anti-dilutive: As of March 31, 2018 2017 Options to purchase common stock 801,397 1,308,248 Unvested restricted stock units 129,575 — Warrants to purchase Series B-1 convertible preferred or common stock 445,611 756,731 Series B-1 convertible preferred stock (as-converted) — 3,848,023 Series A-2 convertible preferred stock (as-converted) — 841,730 Total 1,376,583 6,754,732 |
Convertible Preferred Stock War
Convertible Preferred Stock Warrants and Common Stock Warrants | 3 Months Ended |
Mar. 31, 2018 | |
Warrants And Rights Note Disclosure [Abstract] | |
Convertible Preferred Stock Warrants and Common Stock Warrants | Note 8. Convertible Preferred Stock Warrants and Common Stock Warrants Immediately prior to the Company’s IPO, all outstanding Series B-1 convertible preferred stock warrants were remeasured to their fair value, using the Black-Scholes model. Refer to Note 3, Summary of Significant Accounting Policie Upon the closing of the IPO, the entire balance of $5.7 million in convertible preferred stock warrant liability was reclassified to additional paid-in capital. All convertible preferred stock warrants were converted into common stock warrants. In addition, the Company issued to the lead underwriter in the IPO a warrant to purchase up to 84,000 shares of its common stock. As of March 31, 2018, the Company had the following common stock warrants issued and outstanding (in thousands, except share and per share data): Warrant Class Shares Issuance Date Price per Share Expiration Date Common stock warrant 165,924 July 2012 $ 5.8667 July 2019 Common stock warrant 38,835 August 2012 $ 5.8667 August 2019 Common stock warrant 156,852 February 2014 $ 0.1700 February 2021 Common stock warrant (1) 84,000 June 2017 $ 13.2000 June 2020 445,611 (1 ) This warrant was issued to the Company’s lead underwriter in connection with the IPO. |
Equity Incentive Plans
Equity Incentive Plans | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Equity Incentive Plans | Note 9. Equity Incentive Plans 2017 Equity Incentive Plan In May 2017, the Board and the Company’s stockholders approved the 2017 Equity Incentive Plan (the “2017 Plan”), which became effective in connection with the IPO. The 2017 Plan provides for the issuance of stock options, restricted stock units and other awards to employees, directors and consultants of the Company. A total of 2,413,659 shares of the Company’s common stock were initially reserved for issuance under the 2017 Plan, which is the sum of (1) 900,000 shares, (2) the number of shares reserved for issuance under the 2005 Plan at the time the 2017 Plan became effective and (3) shares subject to stock options or other stock awards under the 2005 Plan that would have otherwise been returned to the 2005 Plan (up to a maximum of 1,314,752 shares). Under an “evergreen” provision, the number of shares of common stock reserved for issuance under the 2017 Plan will automatically increase on January 1 of each year, beginning on January 1, 2018 and ending on and including January 1, 2027, by of 5% of the total number of shares of our capital stock outstanding on December 31 of the preceding calendar year or a lesser number of shares determined by our Board of Directors. In accordance with the evergreen provision, the number of shares of common stock reserved for issuance under our 2017 Plan was automatically increased on January 1, 2018 by 491,356 shares, which was equal to 5% of the total number of shares of capital stock outstanding on December 31, 2017. 2005 Stock Plan In February 2005, the Company adopted the 2005 Stock Plan, as amended in January 2010 and November 2012 (the “2005 Plan”). Under the 2005 Plan provisions, the Company was authorized to grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock units, and shares of restricted stock. Following the effectiveness of the 2017 Plan in connection with the IPO, no further grants will be made under the 2005 Plan. A summary of option activities under the 2005 Plan and 2017 Plan during the three months ended March 31, 2018 is as follows: Number of Options Outstanding Weighted Average Exercise Price Outstanding as of December 31, 2017 1,294,128 $ 1.79 Granted 7,776 $ 23.72 Exercised (486,588 ) $ 0.70 Canceled (13,919 ) $ 3.29 Outstanding as of March 31, 2018 801,397 $ 2.64 During the three months ended March 31, 2018, the company granted executive management restricted stock unit (“RSU”) awards totaling 82,263 shares of common stock, with vesting terms of 35% upon the first anniversary and 21.667% on each of the three subsequent anniversaries. The fair value of $16.41 per unit was calculated using the closing stock price on the grant date. Our equity-based incentive plans include stock options, restricted stock units and other stock awards. The number of shares available for grant under these plans was 1,419,111 as of March 31, 2018. 2017 Employee Stock Purchase Plan In May 2017, the Board and the Company’s stockholders adopted the 2017 Employee Stock Purchase Plan (“2017 ESPP”), which became effective in connection with the Company’s IPO. The 2017 ESPP allows eligible employees to purchase shares of the Company’s common stock in an offering at a discount of the then-current trading price, up to the lesser of (1) 85% of the fair market value of the common stock on the first day of the IPO or (2) 85% of the fair market value of the common stock on the purchase date. The 2017 ESPP permits the maximum discounted purchase price permitted under U.S. tax rules, including a “lookback.” The 2017 ESPP initial offering period runs for approximately 24 months in length, and contains four 6-month purchase periods. An employee’s purchase rights terminate immediately upon termination of employment or other withdrawal from the 2017 ESPP. No participant will have the right to purchase shares of common stock in an amount that has a fair market value of more than $25,000 determined as of the first day of the applicable purchase period, for each calendar year. There are 200,000 shares of common stock reserved for issuance under the 2017 ESPP. In addition, the 2017 ESPP contains an “evergreen” provision which provides for an automatic annual share increase on January 1 of each year, in an amount equal to the lesser of (1) 2% of the total number of shares of common stock outstanding on December 31 st The Company accounts for employee stock purchases made under its 2017 ESPP using the estimate grant date fair value of accounting in accordance with ASC 718, Stock Compensation There were no shares issued under the 2017 ESPP during the three months ended March 31, 2018. Total stock-based compensation expense associated with the 2005 Plan, 2017 Plan and 2017 ESPP is recorded in the condensed consolidated statements of operations and was allocated as follows (in thousands): Three Months Ended March 31, 2018 2017 Costs $ 57 $ 2 Sales and marketing 66 5 Research and development 40 7 General and administrative 264 9 Total $ 427 $ 23 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Operating Lease The Company leases its principal executive offices in Newark, California, under a non-cancelable operating lease which expires in 2021. The Company recognizes rent expense on a straight-line basis over the expected lease term. The difference between cash payments required and rent expense is recorded as deferred rent. Rent expense for the Company’s facilities was $0.1 million for both the three months ended March 31, 2018 and 2017. The following is a schedule of future minimum lease payments under the non-cancelable operating lease at March 31, 2018 (in thousands): 2018 (remainder of year) $ 252 2019 346 2020 357 2021 305 2022 — Total $ 1,260 Contingencies On November 6, 2017, three individuals, Ken Fisher, Kevin Baxter and Fred Holmes (the “Contractors”), filed a complaint with the Superior Court of California, County of Alameda, alleging breach of contract, a breach of the implied covenant of good faith and fair dealing and violation of Section 17200 et seq. of the California Business and Professions Code, purportedly predicated on an alleged breach of Section 10b-5 of the Securities Exchange Act of 1934. The Contractors filed a First Amended Complaint on November 22, 2017, adding claims for promissory estoppel, conversion, anticipatory breach of contract, and unjust enrichment, and then sought a writ of attachment over damages, which the court denied on December 21, 2017. The Contractors subsequently filed a motion seeking leave of court to file a Second Amended Complaint (“SAC”) on January 26, 2017. The motion was granted and on March 2, 2018 the Contractors filed a SAC asserting claims for breach of contract, anticipatory breach of contract, breach of the implied covenant, and conversion. The Contractors have filed another motion for leave to amend to file a Third Amended Complaint (“TAC”), which will be heard on June 14, 2018. The proposed TAC alleges breach of contract, breach of the covenant of good faith and fair dealing, conversion, violation of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5, violation of Section 17200 et seq. of the California Business and Professions Code, Material Misrepresentations in Violation of Cal. Civ. Code § 1710, Negligent Misrepresentation, Fraudulent Concealment, violation of S.E.C. Rule 701 and 17 C.F.R. § 230.701, and Rescission. The basis of the Contractors current and pending claims is that they were entitled to be granted options to purchase 350,000 shares of our common stock on the basis of a term sheet between us and the Contractors signed in July 2007. The Contractors claim that our subsequent one-for-five and one-for-17 reverse stock splits should not apply to their option awards. On the basis of their allegations, the Defendants have petitioned for approximately $6.5 million in damages, punitive damages, and other costs and expenses, including attorneys’ fees. We believe that the Contractors’ claims are without merit and intend to dispute them vigorously. The Company may become subject to legal proceedings, as well as demands and claims that arise in the normal course of our business. Such claims, even if not meritorious, could result in the expenditure of significant financial and management resources. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed and adjusted to include the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel, and other information and events pertaining to a particular matter. An unfavorable outcome on any such matters could require us to pay substantial damages, or, in connection with any intellectual property infringement claims, could require us to pay ongoing royalty payments or could prevent us from selling certain of our products. As a result, a settlement of, or an unfavorable outcome on, any of the matters referenced above or other litigation matters could have a material adverse effect on our business, operating results, financial condition and cash flows. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11. Subsequent Events In April 2018, the Company issued 268,294 shares of common stock upon the exercise of common stock warrants for an aggregate cash payment of $1 million. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated financial statements include the results of the Company and its wholly-owned subsidiary, ShotSpotter (Pty) Ltd. All significant intercompany transactions have been eliminated during consolidation. The condensed consolidated balance sheet as of December 31, 2017, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by U.S. GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full year 2018 or any future period. |
June 2017 Amended and Restated Certificate of Incorporation | June 2017 Amended and Restated Certificate of Incorporation Prior to the IPO, the Company’s Board of Directors (the “Board”) and stockholders approved an amendment (the “Charter Amendment”) to the Pre-IPO Certificate (as defined below) and an amended and restated certificate of incorporation (“Post-IPO Certificate”) that became effective on June 12, 2017. The Charter Amendment increased the number of authorized shares of common stock from 8,600,000 to 500,000,000. Under the Post-IPO Certificate, the Company is authorized to issue two classes of stock to be designated Common Stock and Preferred Stock. See Note 6, Capital Stock |
March 2017 Amendment and Restatement of Certificate of Incorporation | March 2017 Amendment and Restatement of Certificate of Incorporation On March 27, 2017, the Company’s Board and stockholders approved an amendment and restatement of the Company’s then-existing certificate of incorporation (as so amended and restated, the “Pre-IPO Certificate”) to provide, among other changes, that each share of Series A-2 convertible preferred stock would automatically convert into 0.715548 shares of common stock upon the consummation of an initial public offering of the Company’s capital stock. All share and per share data related to balance sheet and net loss information in the accompanying condensed consolidated financial statements and their related notes have been retroactively adjusted to give effect to the application of this conversion feature when presenting the Series A-2 convertible preferred stock on an as-converted basis. The Pre-IPO Certificate also provided for (1) an increase in the total number of authorized shares to 14,550,000 and (2) an increase in the number of authorized shares of common stock to 8,600,000, in each case to accommodate the new conversion feature for the outstanding shares of Series A-2 convertible preferred stock. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its significant estimates including the valuation of accounts receivable, the lives of tangible and intangible assets, stock-based compensation expense, preferred stock warrant liabilities, and accounting for revenue recognition and income taxes. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions it believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company’s financial position and results of operations. |
Revenue Recognition | Revenue Recognition The Company generates substantially all of its revenues from the sale of gunshot detection subscription services, in which gunshot data generated by Company-owned sensors and software is sold to customers through a cloud-based hosting application for a specified contract period. Typically, the initial contract period is one to five years in length. The subscription contract is generally noncancelable without cause. Generally, these service arrangements do not provide the customer with the right to take possession of the hardware or software supporting the subscription service at any time. A small portion of the Company’s revenues are generated from the delivery of setup services to install Company-owned sensors in the customer’s coverage area and other services including training and license to integrate with third-party applications. The Company generally invoices customers for 50% of the total contract value when the contract is fully executed and for the remaining 50% when the subscription service is operational and ready to go live – that is, when the customer has acknowledged the completion of all the deliverables in the signed customer acceptance form. The Company generally invoices subscription service renewals for 100% of the total contract value when the renewal contract is executed. For the public safety solution, the pricing model is based on a per-square-mile basis. For security solutions, the pricing model is on a customized-site basis. As a result of the process for invoicing contracts and renewals upon execution, cash flows from operations and accounts receivable can fluctuate due to timing of contract execution and timing of deployment. Prior to the adoption of Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers ("Topic 606"), Revenue Recognition • Persuasive evidence of an arrangement exists • Delivery has occurred or services have been rendered • The sales price is fixed or determinable • Collection of the related receivable is reasonably assured Under ASC 605, the Company recognized subscription revenues ratably over the subscription period committed by the customer and commencing when the subscription service was fully operational and ready to go live, that is, upon completion of all deliverables stated in the signed customer acceptance form, assuming all other revenue recognition criteria were met. The Company recognized revenues from setup fees ratably based on the expected customer relationship period, typically over five years, which could extend beyond the initial contract period. In determining the expected customer relationship period, the Company considered specific customer details and renewal history with similar customers. If a customer declined to renew its subscription prior to the end of five years, then the remaining setup fees were immediately recognized. Effective January 1, 2018, after the adoption of Topic 606, the Company recognizes revenue upon the satisfaction of performance obligations. At contract inception, the Company assesses the services promised in its contracts with customers and identifies a performance obligation for each promise to transfer to the customer a good or service (or bundle of services) that is distinct. To identify the performance obligations, the Company considers all of the services promised in the contract regardless of whether they are explicitly stated or are implied by customary business practices. The Company determined that the subscription services, training, and licenses to integrate with third-party applications are each distinct services that represent separate performance obligations. The setup activities are not distinct from the subscription service and are combined into the subscription service performance obligation. However, setup fees may provide a material right to the customer that has influence over the customers' decision to renew. All setup fees are assessed on a quantitative and qualitative basis to determine whether they represent a distinct performance obligation. The total contract value is allocated to each performance obligation identified based on the standalone selling price of the service. Discounts are allocated pro-rata to the identified performance obligations. Revenues from subscription services are recognized ratably, on a straight-line basis, over the term of the subscription. Revenues from material rights are recognized ratably over the period in which they are determined to provide a material right to the customer, which is generally three years. Revenues from training and licenses to integrate with third-party applications are recognized upon delivery which generally occurs when the subscription service is operational and ready to go live and these amounts are immaterial. Subscription renewal fees are recognized ratably over the term of the renewal, which is typically one year. While most customers elect to renew their agreements, in some cases, they may not be able to obtain the proper approvals or funding to complete the renewal prior to expiration. For these customers, the Company stops recognizing subscription revenues at the end of the current contract term, even though services may continue to be provided for a period of time until the renewal process is completed. Once the renewal is complete, the Company recognizes subscription revenues for the period between the expiration of the term of the agreement and the completion of the renewal process in the month in which the renewal is executed. If a customer declines to renew its subscription prior to the end of three years, then the remaining fees from material rights, if any, are immediately recognized. As of January 1, 2018, upon the adoption of ASC 606, the Company had total short-term and long-term deferred revenue of $17.3 million. During the three months ended March 31, 2018, the Company recognized $5.7 million in revenue from the beginning deferred revenue balance and $1.2 million from new billings, and added $7.7 million to total short-term and long-term deferred revenue from new billings. As of March 31, 2018, the Company has estimated remaining performance obligations for contractually committed revenues of $17.0 million, $12.1 million, $9.7 million, $6.8 million, and $500,000 that will be recognized during the remainder of the year ended December 31, 2018, and years ended December 31, 2019, 2020, 2021, and 2022 through 2024, respectively. The timing of revenue recognition includes estimates of go live dates for contracts not yet live. Contractually committed revenue includes deferred revenue as of March 31, 2018 and amounts under contract that will be invoiced after March 31, 2018. During the three months ended March 31, 2018, the Company recognized revenues of $6.7 million from customers in the United States and $0.2 million from a customer in South Africa. Topic 606 also requires the capitalization of certain incremental costs of obtaining a contract, which impacts the period in which the Company records sales commissions expense. Historically, the Company recognized sales commissions expense upfront. Under Topic 606, the Company is required to capitalize these expenses. As there are not commensurate commissions earned on renewals of the subscription services, the Company concluded that the capitalized commissions are related to subscription services provided under both the initial contract and renewal periods. Therefore, the amortization period for the capitalized commissions is the customer life, which is determined to be five years. As the capitalized commissions are related to subscription services that are transferred over the customer's life, the Company amortizes the capitalized commissions on a straight-line basis of five years. For commissions that are earned on renewal contracts with an original duration of one year or less, the Company uses the practical expedient applicable to such commissions and recognizes the commissions as expense instead of capitalizing. |
Accounts Receivable | Accounts Receivable Accounts receivable consist of trade accounts receivables from the Company’s customers, net of allowance for doubtful accounts if deemed necessary. Accounts receivables are recorded at the invoiced amount. The Company does not require collateral or other security for accounts receivable. The Company periodically evaluates the collectability of its accounts receivable and provides an allowance for potential credit losses based on the historical experience. At March 31, 2018 and December 31, 2017, the Company did not have an allowance for potential credit losses as there were no estimated credit losses. |
Concentrations of Risk | Concentrations of Risk Credit Risk – Financial instruments that potentially subject the Company to concentration of credit risk consisted primarily of restricted cash, cash and cash equivalents and accounts receivable from trade customers. The Company maintains its cash deposits at two domestic financial institutions. The Company is exposed to credit risk in the event of default by a financial institution to the extent that cash and cash equivalents are in excess of the amount insured by the Federal Deposit Insurance Corporation. The Company generally places its cash and cash equivalents with high-credit quality financial institutions. To date, the Company has not experienced any losses on its cash and cash equivalents Concentration of Accounts Receivable –As of March 31, 2018, one customer accounted for 30% of the Company’s accounts receivable. Fluctuations in accounts receivable result from timing of the Company’s execution of contracts and collection of related payments. As of December 31, 2017, three customers accounted for 18%, 18% and 14% of the Company’s accounts receivable. Concentration of Revenues –For the three months ended March 31, 2018, two customers each accounted for 18% of the Company’s total revenues. For the three months ended March 31, 2017, two customers accounted for 17% and 10% of the Company’s total revenues. |
Accounting Pronouncements Recently Adopted | Accounting Pronouncements Recently Adopted Effective January 1, 2018, the Company adopted Topic 606. The impact from the adoption of Topic 606 was as follows: Three Months Ended March 31, 2018 As Reported Effect of Change Increase/ (Decrease) Amounts Without Adoption of Topic 606 Revenues $ 6,907 $ 53 $ 6,854 Costs 3,308 — 3,308 Gross profit 3,599 53 3,546 Sales and marketing expense 1,554 (141 ) 1,695 Operating loss (1,219 ) (88 ) (1,307 ) Net loss (1,217 ) (88 ) (1,305 ) As of March 31, 2018 As Reported Effect of Change Increase/ (Decrease) Amounts Without Adoption of Topic 606 Assets Prepaid expenses and other current assets $ 1,301 $ 553 $ 748 Other assets 1,556 1,417 139 Total assets 37,880 1,970 35,910 Liabilities Deferred revenue, short term 16,477 (151 ) 16,628 Total current liabilities 21,398 (151 ) 21,549 Deferred revenue, long term 1,615 (1,100 ) 2,715 Total liabilities 23,111 (1,251 ) 24,362 In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory In November 2016, the FASB issued ASU 2016-18, Restricted Cash In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting Compensation – Stock Compensation |
Recent Accounting Pronouncements Not Yet Effective | Recent Accounting Pronouncements Not Yet Effective In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) In July 2017, the FASB issued ASU 2017-11 , Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). |
Employee Stock Purchase Plan | The Company accounts for employee stock purchases made under its 2017 ESPP using the estimate grant date fair value of accounting in accordance with ASC 718, Stock Compensation |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Adoption of Topic 606 | |
Summary of Impact from Adoption of Topic 606 | The impact from the adoption of Topic 606 was as follows: Three Months Ended March 31, 2018 As Reported Effect of Change Increase/ (Decrease) Amounts Without Adoption of Topic 606 Revenues $ 6,907 $ 53 $ 6,854 Costs 3,308 — 3,308 Gross profit 3,599 53 3,546 Sales and marketing expense 1,554 (141 ) 1,695 Operating loss (1,219 ) (88 ) (1,307 ) Net loss (1,217 ) (88 ) (1,305 ) As of March 31, 2018 As Reported Effect of Change Increase/ (Decrease) Amounts Without Adoption of Topic 606 Assets Prepaid expenses and other current assets $ 1,301 $ 553 $ 748 Other assets 1,556 1,417 139 Total assets 37,880 1,970 35,910 Liabilities Deferred revenue, short term 16,477 (151 ) 16,628 Total current liabilities 21,398 (151 ) 21,549 Deferred revenue, long term 1,615 (1,100 ) 2,715 Total liabilities 23,111 (1,251 ) 24,362 |
Details of Certain Condensed 19
Details of Certain Condensed Consolidated Balance Sheet Accounts (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Balance Sheet Related Disclosures [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets (in thousands): March 31, December 31, 2018 2017 Prepaid software and licenses $ 368 $ 407 Prepaid insurance 89 211 Other prepaid expenses 203 137 Deferred commissions 553 — Other 88 84 $ 1,301 $ 839 |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities (in thousands): March 31, December 31, 2018 2017 Payroll liabilities $ 577 $ 1,697 Accrued employee paid time off 558 469 Accrued commissions 90 199 Accrued ESPP 335 115 Royalties payable 129 125 Professional fees 361 328 Use and other taxes 436 406 Other 503 476 $ 2,989 $ 3,815 |
Capital Stock (Tables)
Capital Stock (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Stockholders Equity Note [Abstract] | |
Schedule of Stock by Class | Immediately prior to the IPO, the Company had the following outstanding convertible preferred stock: Shares Authorized Shares Issued and Outstanding Aggregate Liquidation Preference (in thousands) Series B-1 4,773,000 3,848,023 $ 22,575 Series A-2 1,177,000 1,176,423 20,000 $ 42,575 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Summary of Computation of Basic and Diluted Net Loss per Share | The following table summarizes the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (1,217 ) $ (1,561 ) Denominator: Weighted-average shares outstanding, basic and diluted 10,067,830 1,678,326 Net loss per share $ (0.12 ) $ (0.93 ) |
Schedule of Anti-dilutive Shares Outstanding Excluded in Calculation of Diluted Net Loss per Share | The following potentially dilutive shares outstanding at the end of the periods presented were excluded in the calculation of diluted net loss per share as the effect would have been anti-dilutive: As of March 31, 2018 2017 Options to purchase common stock 801,397 1,308,248 Unvested restricted stock units 129,575 — Warrants to purchase Series B-1 convertible preferred or common stock 445,611 756,731 Series B-1 convertible preferred stock (as-converted) — 3,848,023 Series A-2 convertible preferred stock (as-converted) — 841,730 Total 1,376,583 6,754,732 |
Convertible Preferred Stock W22
Convertible Preferred Stock Warrants and Common Stock Warrants (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Warrants And Rights Note Disclosure [Abstract] | |
Schedule of Common Stock Warrants Issued and Outstanding | As of March 31, 2018, the Company had the following common stock warrants issued and outstanding (in thousands, except share and per share data): Warrant Class Shares Issuance Date Price per Share Expiration Date Common stock warrant 165,924 July 2012 $ 5.8667 July 2019 Common stock warrant 38,835 August 2012 $ 5.8667 August 2019 Common stock warrant 156,852 February 2014 $ 0.1700 February 2021 Common stock warrant (1) 84,000 June 2017 $ 13.2000 June 2020 445,611 (1 ) This warrant was issued to the Company’s lead underwriter in connection with the IPO. |
Equity Incentive Plans (Tables)
Equity Incentive Plans (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of option activities under the 2005 Plan and 2017 Plan during the three months ended March 31, 2018 is as follows: Number of Options Outstanding Weighted Average Exercise Price Outstanding as of December 31, 2017 1,294,128 $ 1.79 Granted 7,776 $ 23.72 Exercised (486,588 ) $ 0.70 Canceled (13,919 ) $ 3.29 Outstanding as of March 31, 2018 801,397 $ 2.64 |
Schedule of Stock-Based Compensation Expense Recorded in Condensed Consolidated Statements of Operations | Total stock-based compensation expense associated with the 2005 Plan, 2017 Plan and 2017 ESPP is recorded in the condensed consolidated statements of operations and was allocated as follows (in thousands): Three Months Ended March 31, 2018 2017 Costs $ 57 $ 2 Sales and marketing 66 5 Research and development 40 7 General and administrative 264 9 Total $ 427 $ 23 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease | The following is a schedule of future minimum lease payments under the non-cancelable operating lease at March 31, 2018 (in thousands): 2018 (remainder of year) $ 252 2019 346 2020 357 2021 305 2022 — Total $ 1,260 |
Organization and Description 25
Organization and Description of Business - Additional Information (Details) | Mar. 31, 2018Subsidiary |
ShotSpotter (Pty) Ltd | South Africa | |
Business And Nature Of Operations [Line Items] | |
Number of subsidiary | 1 |
Initial Public Offering - Addit
Initial Public Offering - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended |
Jun. 30, 2017 | Mar. 31, 2018 | |
Initial Public Offering [Line Items] | ||
Net proceeds from Initial public offering after underwriting discounts and commissions | $ 32.4 | |
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 5.7 | |
Common Stock | ||
Initial Public Offering [Line Items] | ||
Conversion of preferred stock into common stock, shares | 4,689,753 | 4,689,753 |
Additional Paid-in Capital | ||
Initial Public Offering [Line Items] | ||
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 42.1 | $ 42.1 |
Offering cost incurred excluding underwriting commissions and discounts | $ 1.9 | |
Other Expense, Net | ||
Initial Public Offering [Line Items] | ||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3.7 | |
Maximum | ||
Initial Public Offering [Line Items] | ||
Number of shares called by warrant | 84,000 | |
IPO | ||
Initial Public Offering [Line Items] | ||
Sale of stock, shares | 3,220,000 | |
Price per share | $ 11 | |
IPO | Maximum | ||
Initial Public Offering [Line Items] | ||
Number of shares called by warrant | 84,000 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2018USD ($)Customershares | Mar. 31, 2017USD ($)Customer | Dec. 31, 2017USD ($)Customer | Jan. 01, 2018USD ($) | Jun. 12, 2017shares | Mar. 27, 2017shares | |
Accounting Policies [Line Items] | ||||||
Number of authorized shares of common stock | shares | 500,000,000 | |||||
Percentage of contract value invoiced to customer on contract fully executed | 50.00% | |||||
Percentage of contract value invoiced to customer on subscription service operational and ready to go live | 50.00% | |||||
Percentage of contract value invoiced subscription service renewals on renewal contract executed | 100.00% | |||||
Deferred revenue added from new billings | $ 7,700,000 | |||||
Revenues | 6,907,000 | $ 4,562,000 | ||||
Allowance for potential credit losses | 0 | $ 0 | ||||
Accumulated deficit | $ (95,787,000) | $ (97,595,000) | ||||
Customer Concentration Risk | Accounts Receivable | ||||||
Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 1 | 3 | ||||
Customer Concentration Risk | Revenues | ||||||
Accounting Policies [Line Items] | ||||||
Number of customers | Customer | 2 | 2 | ||||
Customer One | Customer Concentration Risk | Accounts Receivable | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 30.00% | 18.00% | ||||
Customer One | Customer Concentration Risk | Revenues | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 18.00% | 17.00% | ||||
Customer Two | Customer Concentration Risk | Accounts Receivable | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 18.00% | |||||
Customer Two | Customer Concentration Risk | Revenues | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 18.00% | 10.00% | ||||
Customer Three | Customer Concentration Risk | Accounts Receivable | ||||||
Accounting Policies [Line Items] | ||||||
Concentration risk percentage | 14.00% | |||||
United States | ||||||
Accounting Policies [Line Items] | ||||||
Revenues | $ 6,700,000 | |||||
South Africa | ||||||
Accounting Policies [Line Items] | ||||||
Revenues | 200,000 | |||||
Recognition from Beginning Deferred Revenue Balance | ||||||
Accounting Policies [Line Items] | ||||||
Deferred revenue recognized | 5,700,000 | |||||
Recognition from New Billings of Deferred Revenue | ||||||
Accounting Policies [Line Items] | ||||||
Deferred revenue recognized | $ 1,200,000 | |||||
Adoption of Topic 606 | ||||||
Accounting Policies [Line Items] | ||||||
Revenues material right recognition period | 3 years | |||||
Subscription renewal fees recognition period | 1 year | |||||
Deferred revenue | $ 17,300,000 | |||||
Capitalized commissions, amortization period | 5 years | |||||
Adoption of Topic 606 | Effect of Change Increase/(Decrease) | ||||||
Accounting Policies [Line Items] | ||||||
Deferred revenue | (1,200,000) | |||||
Revenues | $ 53,000 | |||||
Accumulated deficit | 3,000,000 | |||||
Capitalization of commissions | $ 1,800,000 | |||||
Minimum | ||||||
Accounting Policies [Line Items] | ||||||
Subscription services initial contract period | 1 year | |||||
Maximum | ||||||
Accounting Policies [Line Items] | ||||||
Subscription services initial contract period | 5 years | |||||
Expected customer relationship period | 5 years | |||||
Amended and Restated Certificate of Incorporation | ||||||
Accounting Policies [Line Items] | ||||||
Number of authorized shares of common stock | shares | 500,000,000 | 8,600,000 | ||||
Total number of authorized shares | shares | 14,550,000 | |||||
Amended and Restated Certificate of Incorporation | Series A-2 Convertible Preferred Stock | ||||||
Accounting Policies [Line Items] | ||||||
Convertible preferred stock, terms of conversion | to provide, among other changes, that each share of Series A-2 convertible preferred stock would automatically convert into 0.715548 shares of common stock upon the consummation of an initial public offering of the Company’s capital stock. | |||||
Conversion of preferred stock into common stock | shares | 0.715548 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Estimated Remaining Performance Obligations - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2018USD ($) | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2018-04-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 17,000,000 |
Estimated remaining performance obligations for contractually committed revenues recognition period | Remainder of the year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2019-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 12,100,000 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2020-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 9,700,000 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 6,800,000 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01 | |
Revenue Remaining Performance Obligation Expected Timing Of Satisfaction [Line Items] | |
Estimated remaining performance obligations for contractually committed revenues | $ 500,000 |
Estimated remaining performance obligations for contractually committed revenues recognition period | 3 years |
Summary of Significant Accoun29
Summary of Significant Accounting Policies - Summary of Impact from Adoption of Topic 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | $ 6,907 | $ 4,562 | |
Costs | 3,308 | 2,675 | |
Gross profit | 3,599 | 1,887 | |
Sales and marketing | 1,554 | 1,108 | |
Operating loss | (1,219) | (1,185) | |
Net loss | (1,217) | $ (1,561) | |
Assets | |||
Prepaid expenses and other current assets | 1,301 | $ 839 | |
Other assets | 1,556 | 143 | |
Total assets | 37,880 | 36,198 | |
Liabilities | |||
Deferred revenue, short-term | 16,477 | 15,780 | |
Total current liabilities | 21,398 | 21,222 | |
Deferred revenue, long-term | 1,615 | 2,710 | |
Total liabilities | 23,111 | $ 24,036 | |
Adoption of Topic 606 | Effect of Change Increase/(Decrease) | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | 53 | ||
Gross profit | 53 | ||
Sales and marketing | (141) | ||
Operating loss | (88) | ||
Net loss | (88) | ||
Assets | |||
Prepaid expenses and other current assets | 553 | ||
Other assets | 1,417 | ||
Total assets | 1,970 | ||
Liabilities | |||
Deferred revenue, short-term | (151) | ||
Total current liabilities | (151) | ||
Deferred revenue, long-term | (1,100) | ||
Total liabilities | (1,251) | ||
Adoption of Topic 606 | Amounts Without Adoption of Topic 606 | |||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | |||
Revenues | 6,854 | ||
Costs | 3,308 | ||
Gross profit | 3,546 | ||
Sales and marketing | 1,695 | ||
Operating loss | (1,307) | ||
Net loss | (1,305) | ||
Assets | |||
Prepaid expenses and other current assets | 748 | ||
Other assets | 139 | ||
Total assets | 35,910 | ||
Liabilities | |||
Deferred revenue, short-term | 16,628 | ||
Total current liabilities | 21,549 | ||
Deferred revenue, long-term | 2,715 | ||
Total liabilities | $ 24,362 |
Details of Certain Condensed 30
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid software and licenses | $ 368 | $ 407 |
Prepaid insurance | 89 | 211 |
Other prepaid expenses | 203 | 137 |
Deferred commissions | 553 | |
Other | 88 | 84 |
Total | $ 1,301 | $ 839 |
Details of Certain Condensed 31
Details of Certain Condensed Consolidated Balance Sheet Accounts - Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Accrued Expenses And Other Current Liabilities [Abstract] | ||
Payroll liabilities | $ 577 | $ 1,697 |
Accrued employee paid time off | 558 | 469 |
Accrued commissions | 90 | 199 |
Accrued ESPP | 335 | 115 |
Royalties payable | 129 | 125 |
Professional fees | 361 | 328 |
Use and other taxes | 436 | 406 |
Other | 503 | 476 |
Accrued expenses and other current liabilities | $ 2,989 | $ 3,815 |
Impairment of Property and Eq32
Impairment of Property and Equipment - Additional Information (Details) - Puerto Rico and the U S Virgin Islands $ in Millions | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Property Plant And Equipment [Line Items] | |
Impairment of property and equipment | $ 0.8 |
Revenues related to contracts | $ 0.9 |
Capital Stock - Summary of Outs
Capital Stock - Summary of Outstanding Convertible Preferred Stock (Details) $ in Thousands | May 31, 2017USD ($)shares |
Class Of Stock [Line Items] | |
Temporary equity, aggregate liquidation preference | $ | $ 42,575 |
Series B-1 Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Temporary equity, shares authorized | 4,773,000 |
Temporary equity, shares issued | 3,848,023 |
Temporary equity, shares outstanding | 3,848,023 |
Temporary equity, aggregate liquidation preference | $ | $ 22,575 |
Series A-2 Convertible Preferred Stock | |
Class Of Stock [Line Items] | |
Temporary equity, shares authorized | 1,177,000 |
Temporary equity, shares issued | 1,176,423 |
Temporary equity, shares outstanding | 1,176,423 |
Temporary equity, aggregate liquidation preference | $ | $ 20,000 |
Capital Stock - Additional Info
Capital Stock - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 30, 2017 | Mar. 31, 2018 | Dec. 31, 2017 | |
Class Of Stock [Line Items] | |||
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 5,700,000 | ||
Preferred stock, shares outstanding | 0 | ||
Common stock, shares authorized | 500,000,000 | ||
Common stock, par value | $ 0.005 | ||
Common stock, voting rights | each outstanding share of common stock is entitled to one vote | ||
Common stock, shares issued | 10,329,846 | 9,827,129 | |
Common stock, shares outstanding | 10,329,846 | 9,827,129 | |
Preferred stock, shares authorized | 20,000,000 | ||
Preferred stock, par value | $ 0.005 | ||
Preferred stock, shares issued | 0 | ||
Convertible Preferred Stock | |||
Class Of Stock [Line Items] | |||
Preferred stock, shares outstanding | 0 | ||
Common Stock | |||
Class Of Stock [Line Items] | |||
Conversion of preferred stock into common stock, shares | 4,689,753 | 4,689,753 | |
Conversion of preferred stock into common stock, value | $ 23,000 | ||
Additional Paid-in Capital | |||
Class Of Stock [Line Items] | |||
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 42,100,000 | $ 42,100,000 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Computation of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Numerator: | ||
Net loss | $ (1,217) | $ (1,561) |
Denominator: | ||
Weighted-average shares outstanding, basic and diluted | 10,067,830 | 1,678,326 |
Net loss per share | $ (0.12) | $ (0.93) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Anti-dilutive Shares Outstanding Excluded in Calculation of Diluted Net Loss per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 1,376,583 | 6,754,732 |
Options to Purchase Common Stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 801,397 | 1,308,248 |
Unvested Restricted Stock Units | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 129,575 | |
The March 2017 Preferred stock warrant or common stock | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 445,611 | 756,731 |
Series B-1 Convertible Preferred Stock (as-converted) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 3,848,023 | |
Series A-2 Convertible Preferred Stock (as-converted) | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Total | 841,730 |
Convertible Preferred Stock W37
Convertible Preferred Stock Warrants and Common Stock Warrants - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Jun. 30, 2017 | Mar. 31, 2018 | |
Class Of Warrant Or Right [Line Items] | ||
Reclassification of convertible preferred stock warrant liability into additional paid-in capital | $ 5.7 | |
Maximum | ||
Class Of Warrant Or Right [Line Items] | ||
Number of shares called by warrant | 84,000 | |
Other Expense, Net | ||
Class Of Warrant Or Right [Line Items] | ||
Loss on remeasurement of convertible preferred stock warrant liability | $ 3.7 |
Convertible Preferred Stock W38
Convertible Preferred Stock Warrants and Common Stock Warrants - Schedule of Common Stock Warrants Issued and Outstanding (Details) | 3 Months Ended | |
Mar. 31, 2018$ / sharesshares | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 445,611 | |
The July 2012 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 165,924 | |
Issuance Date | 2012-07 | |
Price per Share | $ / shares | $ 5.8667 | |
Expiration Date | 2019-07 | |
The August 2012 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 38,835 | |
Issuance Date | 2012-08 | |
Price per Share | $ / shares | $ 5.8667 | |
Expiration Date | 2019-08 | |
The November 2012 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 156,852 | |
Issuance Date | 2014-02 | |
Price per Share | $ / shares | $ 0.1700 | |
Expiration Date | 2021-02 | |
The February 2014 Common stock warrant | ||
Class Of Warrant Or Right [Line Items] | ||
Shares of warrants issued and outstanding | 84,000 | [1] |
Issuance Date | 2017-06 | [1] |
Price per Share | $ / shares | $ 13.2000 | [1] |
Expiration Date | 2020-06 | [1] |
[1] | This warrant was issued to the Company’s lead underwriter in connection with the IPO. |
Equity Incentive Plans - Additi
Equity Incentive Plans - Additional Information (Details) | Jan. 01, 2018shares | May 31, 2017shares | Mar. 31, 2018USD ($)Participant$ / sharesshares | Dec. 31, 2017 |
Restricted Stock Unit | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Number of Units, Granted | 82,263 | |||
Grant Date Fair Value, Granted | $ / shares | $ 16.41 | |||
Restricted Stock Unit | Vesting Rate, Year One | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted restricted stock units of common stock, vesting percentage | 35.00% | |||
Restricted Stock Unit | Vesting Rate, Year Two | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted restricted stock units of common stock, vesting percentage | 21.667% | |||
Restricted Stock Unit | Vesting Rate, Year Three | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted restricted stock units of common stock, vesting percentage | 21.667% | |||
Restricted Stock Unit | Vesting Rate, Year Four | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted restricted stock units of common stock, vesting percentage | 21.667% | |||
2017 Equity Incentive Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 2,413,659 | |||
Number of shares available for future grant | 900,000 | 1,419,111 | ||
Shares of common stock reserved for issuance, automatic annual increase initiation date | Jan. 1, 2018 | |||
Shares of common stock reserved for issuance, automatic annual increase end date | Jan. 1, 2027 | |||
Percentage of number of shares of common stock outstanding | 5.00% | |||
Increase in common stock reserved for issuance | 491,356 | |||
2017 Equity Incentive Plan | Shares under 2005 Plan that would have otherwise been returned to 2005 Plan | Maximum | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 1,314,752 | |||
2017 Employee Stock Purchase Plan | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common stock reserved for issuance | 200,000 | |||
Number of shares available for future grant | 150,000 | |||
Percentage of number of shares of common stock outstanding | 2.00% | |||
Increase in common stock reserved for issuance | 150,000 | |||
Percentage of fair market value of common stock on purchase date | 85.00% | |||
Percentage of fair market value of common stock on purchase date of the first day of IPO | 85.00% | |||
Purchase of common stock under ESPP, Description | The 2017 ESPP allows eligible employees to purchase shares of the Company’s common stock in an offering at a discount of the then-current trading price, up to the lesser of (1) 85% of the fair market value of the common stock on the first day of the IPO or (2) 85% of the fair market value of the common stock on the purchase date. The 2017 ESPP permits the maximum discounted purchase price permitted under U.S. tax rules, including a “lookback.” | |||
Initial offering period in length | 24 months | |||
Number of participant have the right to purchase shares of common stock | Participant | 0 | |||
Fair Market Value Of Common Stock | $ | $ 25,000 | |||
Shares issued under ESPP | 0 |
Equity Incentive Plans - Schedu
Equity Incentive Plans - Schedule of Stock Option Activity (Details) - 2005 Plan and 2017 Plan | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Number of Options Outstanding, Beginning Balance | shares | 1,294,128 |
Number of Options Outstanding, Granted | shares | 7,776 |
Number of Options Outstanding, Exercised | shares | (486,588) |
Number of Options Outstanding, Canceled | shares | (13,919) |
Number of Options Outstanding, Ending Balance | shares | 801,397 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |
Weighted Average Exercise Price, Beginning Balance | $ / shares | $ 1.79 |
Weighted Average Exercise Price, Granted | $ / shares | 23.72 |
Weighted Average Exercise Price, Exercised | $ / shares | 0.70 |
Weighted Average Exercise Price, Canceled | $ / shares | 3.29 |
Weighted Average Exercise Price, Ending Balance | $ / shares | $ 2.64 |
Equity Incentive Plans - Sche41
Equity Incentive Plans - Schedule of Stock-Based Compensation Expense Recorded in Condensed Consolidated Statements of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 427 | $ 23 |
Costs | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 57 | 2 |
Sale and Marketing | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 66 | 5 |
Research and Development | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 40 | 7 |
General and Administrative | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 264 | $ 9 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Millions | 1 Months Ended | 3 Months Ended | |
Jul. 31, 2007shares | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | |
Commitments And Contingencies Disclosure [Line Items] | |||
Non-cancelable operating lease expiration period | 2,021 | ||
Rent expense | $ 0.1 | $ 0.1 | |
Lawsuit filing date | November 6, 2017 | ||
Number of options granted | shares | 350,000 | ||
Claims description | The Contractors claim that our subsequent one-for-five and one-for-17 reverse stock splits should not apply to their option awards. | ||
Reverse stock split, description | one-for-five and one-for-17 reverse stock splits | ||
Damages sought value | $ 6.5 | ||
Option One | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Reverse stock split, conversion ratio | 0.2 | ||
Option Two | |||
Commitments And Contingencies Disclosure [Line Items] | |||
Reverse stock split, conversion ratio | 0.0588 |
Commitments and Contingencies43
Commitments and Contingencies - Schedule of Future Minimum Lease Payments Under Non-cancelable Operating Lease (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2018 (remainder of year) | $ 252 |
2,019 | 346 |
2,020 | 357 |
2,021 | 305 |
Total | $ 1,260 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event $ in Millions | 1 Months Ended |
Apr. 30, 2018USD ($)shares | |
Subsequent Event [Line Items] | |
Warrants exercised, shares of common stock issued | shares | 268,294 |
Proceeds from warrant exercises | $ | $ 1 |