COVER PAGE
COVER PAGE - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 09, 2020 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
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 | 26-4413774 | |
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 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 Common Stock, Shares Outstanding (in shares) | 49,140,540 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Central Index Key | 0001665300 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | PHUN | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Common Stock | |
Trading Symbol | PHUNW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheet - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 1,143 | $ 276 |
Accounts receivable, net of allowance for doubtful accounts of $123 and $3,179 at September 30, 2020 and December 31, 2019, respectively | 1,153 | 1,671 |
Prepaid expenses and other current assets | 462 | 368 |
Total current assets | 2,758 | 2,315 |
Property and equipment, net | 14 | 24 |
Goodwill | 25,828 | 25,857 |
Intangible assets, net | 143 | 253 |
Deferred tax asset | 241 | 241 |
Restricted cash | 91 | 86 |
Other assets | 276 | 276 |
Total assets | 29,351 | 29,052 |
Current liabilities: | ||
Accounts payable | 9,067 | 10,159 |
Accrued expenses | 5,555 | 4,035 |
Accrued legal settlement | 4,500 | 0 |
Deferred revenue | 3,215 | 3,360 |
PhunCoin deposits | 1,202 | 1,202 |
Factored receivables payable | 439 | 1,077 |
Current maturities of long-term debt, net | 1,693 | 0 |
Warrant liability | 1,242 | 0 |
Total current liabilities | 26,913 | 19,833 |
Long-term debt | 4,272 | 910 |
Long-term debt - related party | 555 | 195 |
Deferred tax liability | 241 | 241 |
Deferred revenue | 2,003 | 3,764 |
Deferred rent | 178 | 83 |
Total liabilities | 34,162 | 25,026 |
Commitments and contingencies | ||
Stockholders’ equity (deficit) | ||
Common stock, $0.0001 par value | 5 | 4 |
Additional paid-in capital | 135,239 | 128,008 |
Accumulated other comprehensive loss | (410) | (382) |
Accumulated deficit | (139,645) | (123,604) |
Total stockholders’ equity (deficit) | (4,811) | 4,026 |
Total liabilities and stockholders’ equity (deficit) | $ 29,351 | $ 29,052 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheet (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 123 | $ 3,179 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net revenues | $ 3,130 | $ 5,637 | $ 7,983 | $ 16,462 |
Cost of revenues | 898 | 2,418 | 2,757 | 7,757 |
Gross profit | 2,232 | 3,219 | 5,226 | 8,705 |
Operating expenses: | ||||
Sales and marketing | 383 | 705 | 1,265 | 2,094 |
General and administrative | 4,276 | 3,754 | 11,981 | 11,699 |
Research and development | 572 | 1,052 | 1,811 | 3,438 |
Legal settlement | 4,500 | 0 | 4,500 | 0 |
Total operating expenses | 9,731 | 5,511 | 19,557 | 17,231 |
Operating loss | (7,499) | (2,292) | (14,331) | (8,526) |
Other expense: | ||||
Interest expense | (1,362) | (145) | (1,923) | (484) |
Loss on extinguishment of debt | (950) | 0 | (1,031) | 0 |
Gain on change in fair value of warrants | 1,244 | 0 | 1,244 | 0 |
Other (expense) income | 0 | 11 | 0 | 28 |
Total other expense | (1,068) | (134) | (1,710) | (456) |
Loss before taxes | (8,567) | (2,426) | (16,041) | (8,982) |
Income tax expense | 0 | 0 | 0 | (5) |
Net loss | (8,567) | (2,426) | (16,041) | (8,987) |
Other comprehensive loss: | ||||
Cumulative translation adjustment | 47 | (33) | (28) | (36) |
Comprehensive loss | $ (8,520) | $ (2,459) | $ (16,069) | $ (9,023) |
Net loss per common share, basic and diluted (in dollars per share) | $ (0.19) | $ (0.06) | $ (0.38) | $ (0.25) |
Weighted-average common shares used to compute net loss per share, basic and diluted (in shares) | 44,304 | 39,027 | 42,089 | 36,034 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' Equity - 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 Sep. 30, 2019 | $ 0 | ||||
Ending balance (in shares) at Sep. 30, 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 | 165 | 165 | |||
Exercise of stock options, net of vesting of restricted shares (in shares) | 298,000 | ||||
Vesting of restricted stock units (in shares) | 23,000 | ||||
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 (in shares) | 10,913,000 | ||||
Exercise of common stock warrants pursuant to cashless provisions | 0 | $ 1 | (1) | ||
Series A convertible preferred stock redeemed for cash | (863) | (863) | |||
Waiver of sponsor promissory note originally issued in conjunction with Reverse Merger and Recapitalization | 1,993 | 1,993 | |||
Stock-based compensation expense | 1,111 | 1,111 | |||
Issuance of common stock upon partial conversions of Senior Convertible Note | 0 | ||||
Reacquisition of equity component of Senior Convertible Note | 0 | ||||
Equity classified cash conversion feature of Senior Convertible Notes | 0 | ||||
Cumulative translation adjustment | (36) | (36) | |||
Net loss | (8,987) | (8,987) | |||
Ending balance at Sep. 30, 2019 | 6,481 | $ 4 | 126,651 | (119,720) | (454) |
Ending balance (in shares) at Sep. 30, 2019 | 39,104,000 | ||||
Beginning balance at Jun. 30, 2019 | $ 0 | ||||
Beginning balance (in shares) at Jun. 30, 2019 | 0 | ||||
Ending balance at Sep. 30, 2019 | $ 0 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 0 | ||||
Beginning balance at Jun. 30, 2019 | $ 8,143 | $ 4 | 125,854 | (117,294) | (421) |
Beginning balance (in shares) at Jun. 30, 2019 | 38,902,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net of vesting of restricted shares | 113 | 113 | |||
Exercise of stock options, net of vesting of restricted shares (in shares) | 179,000 | ||||
Vesting of restricted stock units (in shares) | 23,000 | ||||
Stock-based compensation expense | 684 | 684 | |||
Cumulative translation adjustment | (33) | (33) | |||
Net loss | (2,426) | (2,426) | |||
Ending balance at Sep. 30, 2019 | 6,481 | $ 4 | 126,651 | (119,720) | (454) |
Ending balance (in shares) at Sep. 30, 2019 | 39,104,000 | ||||
Beginning balance at Dec. 31, 2019 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2019 | 0 | ||||
Ending balance at Sep. 30, 2020 | $ 0 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | ||||
Beginning balance at Dec. 31, 2019 | $ 4,026 | $ 4 | 128,008 | (123,604) | (382) |
Beginning balance (in shares) at Dec. 31, 2019 | 39,811,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net of vesting of restricted shares | 96 | 96 | |||
Exercise of stock options, net of vesting of restricted shares (in shares) | 186,000 | ||||
Vesting of restricted stock units (in shares) | 1,082,000 | ||||
Issuance of common stock for payment of legal, earned bonus, and board of director fees | 1,239 | 1,239 | |||
Issuance of common stock for payment of legal, earned bonus, and board of director fees (in shares) | 1,297,000 | ||||
Sale of common stock | 1,342 | $ 1 | 1,341 | ||
Sale of common stock (in shares) | 1,302,000 | ||||
Stock-based compensation expense | 3,458 | 3,458 | |||
Issuance of common stock related to conversion of Senior Convertible Note (in shares) | 1,763,675 | ||||
Issuance of common stock upon partial conversions of Senior Convertible Note | 2,266 | 2,266 | |||
Reacquisition of equity component of Senior Convertible Note | (1,388) | (1,388) | |||
Equity classified cash conversion feature of Senior Convertible Notes | 219 | 219 | |||
Cumulative translation adjustment | (28) | (28) | |||
Net loss | (16,041) | (16,041) | |||
Ending balance at Sep. 30, 2020 | (4,811) | $ 5 | 135,239 | (139,645) | (410) |
Ending balance (in shares) at Sep. 30, 2020 | 45,442,000 | ||||
Beginning balance at Jun. 30, 2020 | $ 0 | ||||
Beginning balance (in shares) at Jun. 30, 2020 | 0 | ||||
Ending balance at Sep. 30, 2020 | $ 0 | ||||
Ending balance (in shares) at Sep. 30, 2020 | 0 | ||||
Beginning balance at Jun. 30, 2020 | $ 514 | $ 4 | 132,045 | (131,078) | (457) |
Beginning balance (in shares) at Jun. 30, 2020 | 43,555,000 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Exercise of stock options, net of vesting of restricted shares | 9 | 9 | |||
Exercise of stock options, net of vesting of restricted shares (in shares) | 33,000 | ||||
Vesting of restricted stock units (in shares) | 388,000 | ||||
Issuance of common stock for payment of legal, earned bonus, and board of director fees | 225 | 225 | |||
Issuance of common stock for payment of legal, earned bonus, and board of director fees (in shares) | 164,000 | ||||
Sale of common stock | 1,342 | $ 1 | 1,341 | ||
Sale of common stock (in shares) | 1,301,665 | ||||
Stock-based compensation expense | 1,708 | 1,708 | |||
Reacquisition of equity component of Senior Convertible Note | (89) | (89) | |||
Cumulative translation adjustment | 47 | 47 | |||
Net loss | (8,567) | (8,567) | |||
Ending balance at Sep. 30, 2020 | $ (4,811) | $ 5 | $ 135,239 | $ (139,645) | $ (410) |
Ending balance (in shares) at Sep. 30, 2020 | 45,442,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (16,041) | $ (8,987) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation | 10 | 46 |
Amortization of acquired intangibles | 110 | 205 |
Amortization of debt discount and deferred financing costs | 1,217 | 0 |
Gain on change in fair value of warrants | (1,244) | 0 |
Loss on sale of digital currencies | 0 | 4 |
Loss on extinguishment of debt | 1,031 | 0 |
Non-cash interest expense | 55 | 0 |
Bad debt (recovery) expense | (30) | 79 |
Stock-based compensation | 3,458 | 1,111 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 551 | 291 |
Prepaid expenses and other assets | (94) | (86) |
Accounts payable | 536 | (327) |
Accrued expenses | 1,332 | 973 |
Accrued legal settlement | 4,500 | 0 |
Deferred revenue | (1,906) | 792 |
Net cash used in operating activities | (6,515) | (5,899) |
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 | 10,207 | 250 |
Proceeds from related party bridge loans | 560 | 0 |
Payments on senior convertible notes | (3,948) | 0 |
Payments on related party notes | (200) | 0 |
Net repayments on factoring agreement | (638) | (888) |
Proceeds from PhunCoin deposits | 0 | 212 |
Proceeds from warrant exercises | 0 | 6,092 |
Proceeds from exercise of options to purchase common stock | 95 | 165 |
Proceeds from sales of common stock, net of issuance costs | 1,341 | 0 |
Series A convertible preferred stock redemptions and dividend payments | 0 | (6,240) |
Net cash provided by (used in) financing activities | 7,417 | (409) |
Effect of exchange rate on cash and restricted cash | (30) | (38) |
Net increase (decrease) in cash and restricted cash | 872 | (6,276) |
Cash and restricted cash at the beginning of the period | 362 | 6,344 |
Cash and restricted cash at the end of the period | 1,234 | 68 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 681 | 510 |
Income taxes paid | 0 | 0 |
Supplemental disclosures of non-cash financing activities: | ||
Issuance of common stock for payment of legal, earned bonus and board of director fees | 1,239 | 0 |
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 Notes | 219 | 0 |
Waiver of sponsor promissory note | $ 0 | $ 1,993 |
The Company and Basis of Presen
The Company and Basis of Presentation | 9 Months Ended |
Sep. 30, 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. (the “Company”) 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, media and data 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, the Company is a Delaware corporation headquartered in Austin, Texas. Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The balance sheet at December 31, 2019 was derived from the Company’s audited consolidated financial statements, but these interim condensed consolidated financial statements do not include all the annual disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, which are referenced herein. The accompanying interim condensed consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly state the Company’s financial position as of September 30, 2020 and the results of operations for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim period. 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 the Company's reported results of operations. A reclassification was made to the condensed consolidated balance sheet as of December 31, 2019 to identify related parties for debt issuances. Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. Although the Company limits its exposure to credit loss by depositing its cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, its deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable, and the Company believes the carrying value approximates fair value. The following table sets forth the Company's concentration of revenue sources as a percentage of total net revenues. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Customer A 26 % 8 % 30 % 3 % Customer B 9 % 1 % 11 % 7 % Customer C 21 % — % 8 % — % In addition to the above, revenue from Fox Networks Group was 55% and 58% for the three and nine months ended September 30, 2019, respectively. The following table sets forth the Company's concentration of accounts receivable, net of specific allowances for doubtful accounts. September 30, 2020 December 31, 2019 Customer A 21 % 15 % Customer C — % 10 % Customer D 20 % — % Customer E 6 % 11 % Customer F — % 23 % 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. The Company’s assessment included the preparation of a detailed cash forecast that included all projected cash inflows and outflows. The Company continues to focus on growing its revenues. Accordingly, operating expenditures may exceed the revenue it expects to receive for the foreseeable future. Additionally, the Company has a history of operating losses and negative operating cash flows and expects these trends to continue into the foreseeable future. During the quarter ended September 30, 2020, the Company obtained 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). Future plans may include obtaining new debt financings and credit lines, utilizing existing or expanding existing credit lines, issuing equity securities, including the exercise of warrants, and reducing overhead expenses. Despite a history of successfully implementing similar plans to alleviate the adverse financial conditions, these sources of working capital are not currently sufficient and assured, and consequently do not mitigate the risks and uncertainties disclosed above. There can be no assurance that the Company 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 the Company’s capital needs and support its growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, its operations would be materially negatively impacted. The Company has therefore concluded there is substantial doubt about its ability to continue as a going concern through one year from the issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies There have been no changes in significant accounting policies as described in our Annual Report on Form 10-K filed with the SEC on March 30, 2020 for the year ended December 31, 2019, except as set forth below. 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. Convertible Debt with a Cash Conversion Feature In March 2020, the Company issued a 7% Senior Convertible Note (defined below) with a principal amount of $3,000 for gross proceeds at closing of $2,371. In accounting for the issuance, the Company 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 notes. The difference represents the debt discount, recorded as a reduction of the senior convertible note on our condensed consolidated balance sheet, and is amortized to interest expense over the term of the notes 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 notes, 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. Convertible Debt and Related Derivative Financial Instruments In July 2020, the Company issued a Series A Senior Convertible Note (defined below) with an initial principal amount of $4,320. After the payoff of the Senior Convertible Note 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, the Company evaluates all of its 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 condensed consolidated statement of operations. The Company uses a Black-Scholes option-pricing model to value the warrants at inception and subsequent valuation dates. Debt Issuance Costs Direct costs incurred to issue non-revolving debt instruments are recognized as a reduction to the related debt balance in the accompanying condensed consolidated balance sheets and amortized to interest expense over the contractual term of the related debt using the effective interest method. Fair Value of Financial Instruments The Company follows 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. The fair value of the Company’s warrant issued with the 2020 Convertible Notes at September 30, 2020 was $1,242 and is recorded as Warrant Liability on the accompanying condensed consolidated balance sheets is considered a Level 3 fair value measurement as there are significant unobservable inputs used in the underlying valuations. The fair value measurements of the warrant are sensitive to changes in the unobservable inputs. Changes in those inputs might result in a higher or lower fair value measurement. 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 the Company's 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 the Company's 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: September 30, 2020 2019 Convertible notes 7,221,740 21,740 Warrants 5,996,112 3,836,112 Options 1,211,828 1,720,339 Restricted stock units 2,223,773 2,103,363 Restricted shares 1,198 13,091 Total 16,654,651 7,694,645 Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the "FASB") issued 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 Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements or disclosures. Recent Accounting Pronouncements 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, the Company recognizes rent expense on a straight-line basis for all operating leases, taking into account fixed accelerations, as well as reasonably assured renewal periods. In November 2019, the FASB issued ASU No. 2019-10 ("ASU 2019-10"). ASU 2019-10 delayed the effective date of ASU 2016-02 for certain types of businesses, including private companies. Under the Jumpstart Our Business Startups ("JOBS") Act, the Company has previously elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an Emerging Growth Company ("EGC"), can adopt the new or revised standard at the time private companies adopt the new or revised standard. The issuance of ASU 2020-05 further delayed the implementation of this guidance of the Company for one year. Although ASU 2020-05 would defer implementation for the Company by an additional year, the Company believes this guidance would still be effective for the Company for fiscal years beginning after December 15, 2020, as it would lose its status as an EGC at the latest on December 31, 2021. Although earlier application is permitted, the Company plans to implement this guidance beginning the first quarter of its fiscal year 2021. The Company currently does not expect the ASU 2016-02 to materially impact our results of operations; although, based upon our current operating leases outstanding, we believe this guidance may have a material impact on our consolidated balance sheet. 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 to estimate credit 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 ("SRC") as defined by the SEC, the standard is currently effective for the Company 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 ASU No. 2016-13 effective January 1, 2023. Entities will apply the standard’s provisions by recording a cumulative-effect adjustment to retained earnings. The Company currently does 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”), which simplifies the accounting for income taxes. Should the Company retain its EGC status through the fifth anniversary of the date of its initial public offering, this guidance will be effective for us in our financial statements and consolidated notes thereto for the fiscal year ending December 31, 2021 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements. 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 SRCs for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenue The Company derived 99% and 96% of its net revenues from within the United States for the three and nine months ended September 30, 2020, respectively. The Company derived over 98% of its net revenues from within the United States for each of the three and nine months ended September 30, 2019. During the three and nine months ended September 30, 2020, the Company derived 1% and 4%, respectively, of its net revenues from outside the United States. During the three and nine months ended September 30, 2019, the Company derived less than 2% of its net revenues from outside the United States. The following table sets forth the Company's net revenues: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net Revenues Platform subscriptions and services $ 2,860 $ 5,152 $ 7,274 $ 15,065 Application transaction 270 485 709 1,397 Net revenues $ 3,130 $ 5,637 $ 7,983 $ 16,462 Deferred Revenue The Company’s deferred revenue balance consisted of the following: September 30, December 31, Current deferred revenue Platform subscriptions and services revenue $ 3,135 $ 3,278 Application transaction revenue 80 82 Total current deferred revenue $ 3,215 $ 3,360 Non-current deferred revenue Platform subscriptions and services revenue $ 2,003 $ 3,764 Total non-current deferred revenue $ 2,003 $ 3,764 Total deferred revenue $ 5,218 $ 7,124 Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue under the arrangements with customers. The Company recognizes deferred revenue as revenue only when revenue recognition criteria are met. During the nine months ended September 30, 2020, the Company recognized revenue of $3,971 that was included in its deferred revenue balance as of December 31, 2019. Remaining Performance Obligations Remaining performance obligations were $8,797 as of September 30, 2020, of which the Company expects to recognize 55% as revenue over the next 12 months and the remainder thereafter. |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 9 Months Ended |
Sep. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash The Company considers 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 as of September 30, 2020 and December 31, 2019. As a result of the issuance of the Notes (defined and discussed further below), the Company had $91 and $86 in restricted cash as of September 30, 2020 and December 31, 2019, respectively. The following table sets forth the Company's cash and restricted cash as of September 30, 2020 and December 31, 2019: Cash and restricted cash September 30, 2020 December 31, 2019 Cash $ 1,143 $ 276 Restricted cash 91 86 Total cash and restricted cash $ 1,234 $ 362 |
Factoring Agreement
Factoring Agreement | 9 Months Ended |
Sep. 30, 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 make advances to the Company of amounts representing up to 80% of the net amount of eligible accounts receivable. The factor facility is 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 0.65% for every ten days thereafter, to a maximum of 90 days total outstanding. The Company bears 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 factored receivables outstanding was $439 and $1,077 as of September 30, 2020 and December 31, 2019, respectively. There was $2,561 and $1,923 available for future advances as of September 30, 2020 and December 31, 2019, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt A summary of the Company's various debt obligations is set forth below: September 30, 2020 December 31, 2019 Series A Note (principal amount) $ 3,201 $ — Series B Note (principal amount) 1,013 — Paycheck Protection Program Loan 2,850 — Convertible notes 250 250 Promissory notes 905 855 Related-party bridge loans 360 — Note payable 67 — Total debt $ 8,646 $ 1,105 Debt discount - warrants (2020 Convertible Notes) (1,681) — Debt discount - issuance costs (2020 Convertible Notes) (445) — Less: current maturities of long-term debt (1,693) — Less: related-party debt (555) (195) Long-term debt $ 4,272 $ 910 2020 Convertible Notes On July 15, 2020, the Company 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. As noted above, the Company repaid in full the outstanding principal balance, accrued and unpaid interest and make-whole amount on the Senior Convertible Note issued on March 20, 2020 to the same investor. After the payoff of the Senior Convertible Note and deducting transaction costs, aggregate net cash proceeds to the Company was $1,751. On the same date, the Company 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. On September 15, 2020, the Company exercised its right under the Investor Note to require a mandatory prepayment of the Investor Note of $1,000, of which the Company received in cash. As a result, $1,000 in principal and $80 of original issue discount became unrestricted and owed under the Series B Note, after giving effect to netting of the remainder of the balance of the Investor Note and Series B Note. Under certain circumstances, the Investor Note is automatically satisfied through netting against the Series B Note rather than through the payment of cash, which if triggered would reduce the amounts outstanding under the Series B Note and Investor Note. 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. Monthly Payments Starting on July 31, 2020 and on the last trading day of each month thereafter, and on the maturity date, the Company is required to make monthly amortization payments equal to 1/18th of the Series A Note, 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. For the three and nine months ended September 30, 2020, the Company recorded $216 in a loss on extinguishment of debt in the condensed consolidated statements of operations and comprehensive loss related to monthly payments for the 2020 Convertible Notes. Redemption The Company 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), a 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. 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. 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 The Company will be subject to certain customary affirmative and negative covenants regarding the incurrence 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 addition to 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: September 30, 2020 July 15, 2020 Strike price per share $ 4.00 $ 4.00 Closing price per share $ 0.92 $ 1.44 Term (years) 2.78 3 Volatility 155 % 177 % Risk-free rate 0.16 % 0.18 % Dividend Yield — — Upon issuance of the warrant, the Company recorded a warrant liability as a discount to the 2020 Convertible Notes of $2,486. The Company revalued the warrant as of September 30, 2020, and accordingly recorded a gain of $1,244 as a result of the change in the fair value of its liability classified warrants for the three and nine months ended September 30, 2020. Registration Rights Agreement The Company was 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 Purchase Agreement. The Company filed a registration statement, which was declared effective by the SEC on October 27, 2020. The Company obtained a waiver of the Registration Delay Payments (as defined in the Registration Rights Agreement) from the noteholder. Participation Rights In addition, the Company 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, the Company 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 the Company at any time prior to the maturity with no prepayment penalties. The principal amount of the PPP loan is subject to forgiveness under the PPP upon Phunware’s request to the extent that PPP loan proceeds are used to pay expenses permitted by the PPP. Although the Company currently anticipates a portion of the loan to be forgiven, there can be no assurance that any part of the PPP loan will be forgiven. Senior Convertible Note In March 2020, the Company 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 bears 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, the Company was required to make monthly payments. On each payment date, the Company was required to settle a principal repayment of approximately $143 plus interest thereon (the “Installment Amount”) which was to be satisfied in shares of common stock of the Company at 100% of the Installment Amount, or at the election of the Company, in whole or in part, in cash, at 105% of the Installment 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 common stock of the Company at the rate then in effect per the Senior Convertible Note. As a result, the Company 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. The Company determined the fair value of the debt immediately prior to its 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 its 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, the Company 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 cash payment 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 the Company $560. The Related-Party Bridge Loans ("RPBLs") bear an interest of 10% per annum and will mature on November 14, 2024. Payments on or payoff of the RPBLs may be made early with no penalty. 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. Convertible Notes In April 2019, the Company’s 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 the Company’s sole discretion, cryptocurrency, such as Bitcoin or Ethereum. The Convertible Notes will be sold in reliance on an exemption from registration. The Company 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 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. Promissory Notes In October 2019, the Company’s 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 the Company’s sole discretion, cryptocurrency, such as Bitcoin or Ethereum. The Notes will be sold in reliance on an exemption from registration. The Company may prepay the Notes at any time without penalty. The Company 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, the Company will 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 the Company 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 the Company 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 the Company's various debt obligations included on the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 2020 Convertible Notes $ 279 $ — $ 279 $ — Accretion of debt discount - issuance costs 185 — 370 — Accretion of debt discount - warrants 805 — 805 — Senior Convertible Note 3 — 197 — Factoring financing agreement 44 140 141 472 All other debt and financing obligations 46 5 131 12 Total $ 1,362 $ 145 $ 1,923 $ 484 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases The Company has operating office space leases in Austin, Texas; Irvine, California; San Diego, California; and Miami, Florida. Rent expense under operating leases totaled $207 and $631 for the three and nine months ended September 30, 2020, respectively. Rent expense under operating leases totaled $188 and $519 for the three and nine months ended September 30, 2019, respectively. Future minimum annual lease payments as of September 30, 2020 under the Company’s operating leases are set forth as follows: Future minimum lease obligations years ending December 31, Lease 2020 (Remainder) $ 203 2021 836 2022 725 2023 622 2024 609 Thereafter 208 Total $ 3,203 Litigation In 2017, the Company filed a breach of contract complaint against Uber Technologies, Inc. ("Uber") seeking approximately $3,000 (plus interest) 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 the Company's 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 President and Chief Executive Officer 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, the Company entered into a Settlement Agreement and Mutual General Release (the "Settlement Agreement") with Uber and certain other parties related to the Company's complaint against Uber, Uber's cross-complaint against the Company and Uber's amended cross-complaint against the Company and 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 the Company's insurance carrier will pay $1,500 to settle Uber's claims against the Individual Defendants while the Company 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 the Company 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 the Company 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 Agreement 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. The Company recorded a loss of $4,500 for its portion of the settlement in Legal Settlement in its condensed consolidated statements of operations for the three and nine months ending September 30, 2020. On December 17, 2019, certain stockholders (the "Plaintiffs") filed a lawsuit against the Company. 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 the Company should not have subjected their shares to a 180-day "lock up" period. According to the Plaintiffs, the price of Phunware stock dropped significantly during the lock up period. The Plaintiffs seek unspecified damages in excess of $1,000. The Company maintains 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. On March 9, 2020, Ellenoff Grossman & Schole LLP (“EGS”) filed a lawsuit against the Company. The complaint, captioned Ellenoff Grossman & Schole LLP versus Stellar Acquisition III, Corp a/k/a Stellar Acquisition III, Inc. 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 the Company, plus legal and court costs. On September 29, 2020, the Company consummated a Settlement Agreement and General Release (the "Settlement Agreement") with EGS. The Settlement Agreement provides that Phunware 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 Settlement Agreement, 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, the Company also signed an Affidavit of Confession of Judgment ("Confession of Judgment"), which provides that should the Company default in any payment obligations under the Settlement Agreement, EGS shall be entitled to enter the Confession of Judgment with the Court against the Company for $690 less any payments made under the Settlement Agreement. The Company reclassified $690 from accounts payable to accrued expenses in the condensed consolidated balance sheet as of September 30, 2020 related to the settlement. In accordance with authoritative guidance, the Company 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 the Company. 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 the Company was unjustly enriched by JPMorgan Chase for the Company's loan made pursuant to the PPP under the CARES Act. (See Note 6 for discussion related to the Company's CARES Act loan.) The Company filed a motion to dismiss the single claim against it and disputes the court's jurisdiction and the basis of the claim. The Company intends to defend the matter vigorously, but there can be no guarantees that a favorable resolution will be successful. Given the preliminary stage of the case, the Company is unable to predict the outcome of this dispute, or estimate the loss or range of loss, if any, associated with this matter. From time to time, the Company is 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 & PhunToken
PhunCoin & PhunToken | 9 Months Ended |
Sep. 30, 2020 | |
Security Token [Abstract] | |
PhunCoin & PhunToken | PhunCoin & PhunToken PhunCoin In 2018, PhunCoin, Inc., the Company’s wholly-owned subsidiary, launched an offering pursuant to Rule 506(c) of Regulation D (the "Reg D Offering") as promulgated under the Securities Act of rights to acquire a token denominated as "PhunCoin" (the "Rights"). In addition, in 2019, we commenced an offering of Rights pursuant to Regulation CF (the "Reg CF Offering"). PhunCoin, Inc. 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 PhunCoin at the time of issuance of PhunCoin during the launch of the Token Ecosystem (as defined below) before taking into consideration an applicable discount rate, which is based on the time of the purchase (early purchasers will receive a larger discount rate). PhunCoin is expected to be issued to Rights holders the earlier of (i) the launch of the Company’s blockchain technology enabled rewards marketplace and data exchange ("Token Ecosystem"), (ii) one (1) year after the issuance of the Rights to the purchaser, or (iii) the date the Company determines that it has the ability to enforce resale restrictions with respect to PhunCoin pursuant to applicable federal securities laws. Proceeds from the Rights offering are generally not refundable; however, the Company believes it has a contractual obligation to use good faith efforts to issue a token to Rights holders under the token rights agreement. 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. The ongoing coronavirus of 2019 pandemic has resulted in Phunware reducing human capital resources from the development of the Token Ecosystem to other initiatives of the organization. There can be no assurance as to when, or if, the Company will allocate resources to the development of the Token Ecosystem in the future or if the Company will be able to successfully launch the Token Ecosystem. As of September 30, 2020, the Company has received aggregate cash proceeds from the Reg D Offering and Reg CF Offering of $1,207, pursuant to which the holders of the Rights will receive an aggregate of approximately 577.9 million PhunCoin if the launch of the Token Ecosystem occurs. The Reg CF Offering closed May 1, 2019. While the Reg D Offering is ongoing, the Company does not anticipate any additional proceeds to be raised. PhunToken ("Phun") |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Total common stock authorized to be issued as of September 30, 2020 was 1,000,000,000 shares, with a par value of $0.0001 per share. At September 30, 2020 and December 31, 2019, there were 45,452,422 and 39,817,917 shares outstanding, inclusive of 1,198 and 6,219 restricted shares subject to repurchase for unvested shares related to early option exercises under the Company’s stock equity plans, respectively. On August 14, 2020, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital Markets, LLC (“Ascendiant”), as sales agent, pursuant to which the Company may 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 will use commercially reasonable efforts consistent with its normal trading and sales practices to sell shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Under the Sales Agreement, Ascendiant may 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 three and nine months ended September 30, 2020, 1,301,665 shares of common stock were sold for gross proceeds of $1,493. Offering costs totaled $152. During 2019, the Company 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, $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. Warrants The Company has various warrants outstanding. A summary of the Company’s outstanding warrants is set forth below: Warrant Type Cash Exercise Warrants Outstanding September 30, 2020 Warrants Outstanding December 31, 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
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 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 to 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 under 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, on or after the adoption of the 2018 Plan, expire or otherwise terminate without having been exercised in full and shares of common stock issued pursuant to awards granted under the 2009 Plan that are forfeited to or repurchased by us. As of September 30, 2020, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing equals 1,213,026. During the nine months ended September 30, 2020, restricted stock units were the only stock-based incentives granted under the 2018 Plan. A summary of the Company’s restricted stock unit activity under the 2018 Plan is set forth below: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 2,436,968 $ 3.15 Granted 2,542,029 1.02 Released (2,380,270) 2.08 Forfeited (374,954) 2.96 Outstanding as of September 30, 2020 2,223,773 $ 1.89 Not including the maximum number of shares from the 2009 Plan that may be added to the 2018 Plan noted above, the 2018 Plan had 101,873 and 205,206 shares of common stock reserved for future issuances as of September 30, 2020 and December 31, 2019, respectively. 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 756,000 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 610,000 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 $0.89. 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. The restricted stock unit grants were valued based on the fair value of the Company's common stock on the date of grant. 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 September 30, 2020, the Company has 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 September 30, 2020 and December 31, 2019. 2009 Equity Incentive Plan In 2009, the Company adopted its 2009 Equity Incentive Plan (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 the Company’s common stock on the date of grant, as determined by the Company’s 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 condensed consolidated balance sheets and is reclassified to equity as the shares vest. As of September 30, 2020 and December 31, 2019, 1,198 and 6,219 shares were unvested amounting to $1 and $3 in accrued expenses, respectively. Effective with the adoption of the 2018 Plan, no additional grants will be made under the 2009 Plan. A summary of the Company’s stock option activity under the 2009 Plan and related information is as follows: Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding as of December 31, 2019 1,465,450 $ 0.80 6.86 $ 771 Granted — Exercised (183,753) 0.52 Forfeited (69,869) 1.40 Outstanding as of September 30, 2020 1,211,828 $ 0.80 6.46 $ 340 Exercisable as of September 30, 2020 1,008,747 $ 0.75 6.28 $ 295 For the nine months ended September 30, 2020, the aggregate intrinsic value of options exercised was $87 and the total fair value of options vested was $98. Stock-Based Compensation Compensation costs that have been included on the Company’s condensed consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements are detailed as follows: Three Months Ended September 30, Nine Months Ended September 30, Stock-based compensation 2020 2019 2020 2019 Cost of revenues $ 104 $ 68 $ 217 $ 106 Sales and marketing 15 30 44 14 General and administrative 1,530 492 3,168 864 Research and development 59 94 29 127 Total stock-based compensation $ 1,708 $ 684 $ 3,458 $ 1,111 The Company recognizes forfeitures as they occur. As of September 30, 2020, the unamortized fair value of the restricted stock units under the 2018 Plan was approximately $3,234. The weighted-average remaining recognition period over which these costs will be amortized was approximately 2.6 years. Unrecognized stock compensation expense for options granted under the 2009 Plan was $111 as of September 30, 2020. |
Domestic and Foreign Operations
Domestic and Foreign Operations | 9 Months Ended |
Sep. 30, 2020 | |
Domestic and Foreign Operations [Abstract] | |
Domestic and Foreign Operations | Domestic and Foreign OperationsIdentifiable 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 September 30, 2020 and December 31, 2019, all of the Company’s identifiable long-lived assets were in the United States. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions Accounts Payable At September 30, 2020 and December 31, 2019, there is $255 recorded in accounts payable due to Nautilus Energy Management Corporation, an affiliate of a current member and former member of the Company’s board of directors. Debt As more fully discussed in Note 6, Debt |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsThe Company has evaluated subsequent events through November 12, 2020.Through the date noted above, the Company sold 3,868,027 shares of common stock pursuant to its at-the-market offering for gross proceeds of $3,259. Offering costs totaled $98. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The balance sheet at December 31, 2019 was derived from the Company’s audited consolidated financial statements, but these interim condensed consolidated financial statements do not include all the annual disclosures required by U.S. GAAP. These interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2019, which are referenced herein. The accompanying interim condensed consolidated financial statements as of September 30, 2020 and for the three and nine months ended September 30, 2020 and 2019, are unaudited. The unaudited interim condensed consolidated financial statements have been prepared on a basis consistent with the audited financial statements, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, the financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary to fairly state the Company’s financial position as of September 30, 2020 and the results of operations for the three and nine months ended September 30, 2020 and 2019, and cash flows for the nine months ended September 30, 2020 and 2019. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the year ending December 31, 2020 or for any future interim period. |
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 the Company's reported results of operations. A reclassification was made to the condensed consolidated balance sheet as of December 31, 2019 to identify related parties for debt issuances. |
Concentrations of Credit Risk | Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and trade accounts receivable. Although the Company limits its exposure to credit loss by depositing its cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, its deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable, and the Company believes the carrying value approximates fair value. |
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. The Company’s assessment included the preparation of a detailed cash forecast that included all projected cash inflows and outflows. The Company continues to focus on growing its revenues. Accordingly, operating expenditures may exceed the revenue it expects to receive for the foreseeable future. Additionally, the Company has a history of operating losses and negative operating cash flows and expects these trends to continue into the foreseeable future. During the quarter ended September 30, 2020, the Company obtained 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). Future plans may include obtaining new debt financings and credit lines, utilizing existing or expanding existing credit lines, issuing equity securities, including the exercise of warrants, and reducing overhead expenses. Despite a history of successfully implementing similar plans to alleviate the adverse financial conditions, these sources of working capital are not currently sufficient and assured, and consequently do not mitigate the risks and uncertainties disclosed above. There can be no assurance that the Company 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 the Company’s capital needs and support its growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, its operations would be materially negatively impacted. The Company has therefore concluded there is substantial doubt about its ability to continue as a going concern through one year from the issuance of these condensed consolidated financial statements. The accompanying condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The accompanying |
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. |
Debt | Convertible Debt with a Cash Conversion Feature In March 2020, the Company issued a 7% Senior Convertible Note (defined below) with a principal amount of $3,000 for gross proceeds at closing of $2,371. In accounting for the issuance, the Company 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 notes. The difference represents the debt discount, recorded as a reduction of the senior convertible note on our condensed consolidated balance sheet, and is amortized to interest expense over the term of the notes 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 notes, 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. Convertible Debt and Related Derivative Financial Instruments In July 2020, the Company issued a Series A Senior Convertible Note (defined below) with an initial principal amount of $4,320. After the payoff of the Senior Convertible Note 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, the Company evaluates all of its 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 condensed consolidated statement of operations. The Company uses a Black-Scholes option-pricing model to value the warrants at inception and subsequent valuation dates. Debt Issuance Costs Direct costs incurred to issue non-revolving debt instruments are recognized as a reduction to the related debt balance in the accompanying condensed consolidated balance sheets and amortized to interest expense over the contractual term of the related debt using the effective interest method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company follows 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. The fair value of the Company’s warrant issued with the 2020 Convertible Notes at September 30, 2020 was $1,242 and is recorded as Warrant Liability on the accompanying condensed consolidated balance sheets is considered a Level 3 fair value measurement as there are significant unobservable inputs used in the underlying valuations. The fair value measurements of the warrant are sensitive to changes in the unobservable inputs. Changes in those inputs might result in a higher or lower fair value measurement. |
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 the Company's 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 the Company's 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. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In January 2017, the Financial Accounting Standards Board (the "FASB") issued 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 Company adopted this standard on January 1, 2020. The adoption of this standard did not have a material impact on our consolidated financial statements or disclosures. Recent Accounting Pronouncements 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, the Company recognizes rent expense on a straight-line basis for all operating leases, taking into account fixed accelerations, as well as reasonably assured renewal periods. In November 2019, the FASB issued ASU No. 2019-10 ("ASU 2019-10"). ASU 2019-10 delayed the effective date of ASU 2016-02 for certain types of businesses, including private companies. Under the Jumpstart Our Business Startups ("JOBS") Act, the Company has previously elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an Emerging Growth Company ("EGC"), can adopt the new or revised standard at the time private companies adopt the new or revised standard. The issuance of ASU 2020-05 further delayed the implementation of this guidance of the Company for one year. Although ASU 2020-05 would defer implementation for the Company by an additional year, the Company believes this guidance would still be effective for the Company for fiscal years beginning after December 15, 2020, as it would lose its status as an EGC at the latest on December 31, 2021. Although earlier application is permitted, the Company plans to implement this guidance beginning the first quarter of its fiscal year 2021. The Company currently does not expect the ASU 2016-02 to materially impact our results of operations; although, based upon our current operating leases outstanding, we believe this guidance may have a material impact on our consolidated balance sheet. 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 to estimate credit 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 ("SRC") as defined by the SEC, the standard is currently effective for the Company 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 ASU No. 2016-13 effective January 1, 2023. Entities will apply the standard’s provisions by recording a cumulative-effect adjustment to retained earnings. The Company currently does 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”), which simplifies the accounting for income taxes. Should the Company retain its EGC status through the fifth anniversary of the date of its initial public offering, this guidance will be effective for us in our financial statements and consolidated notes thereto for the fiscal year ending December 31, 2021 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the new guidance on its condensed consolidated financial statements. 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 SRCs for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. The Company is currently evaluating the impact of this guidance on its condensed consolidated financial statements. |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Concentration Risk | The following table sets forth the Company's concentration of revenue sources as a percentage of total net revenues. Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Customer A 26 % 8 % 30 % 3 % Customer B 9 % 1 % 11 % 7 % Customer C 21 % — % 8 % — % In addition to the above, revenue from Fox Networks Group was 55% and 58% for the three and nine months ended September 30, 2019, respectively. The following table sets forth the Company's concentration of accounts receivable, net of specific allowances for doubtful accounts. September 30, 2020 December 31, 2019 Customer A 21 % 15 % Customer C — % 10 % Customer D 20 % — % Customer E 6 % 11 % Customer F — % 23 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
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: September 30, 2020 2019 Convertible notes 7,221,740 21,740 Warrants 5,996,112 3,836,112 Options 1,211,828 1,720,339 Restricted stock units 2,223,773 2,103,363 Restricted shares 1,198 13,091 Total 16,654,651 7,694,645 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table sets forth the Company's net revenues: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net Revenues Platform subscriptions and services $ 2,860 $ 5,152 $ 7,274 $ 15,065 Application transaction 270 485 709 1,397 Net revenues $ 3,130 $ 5,637 $ 7,983 $ 16,462 |
Deferred Revenue | The Company’s deferred revenue balance consisted of the following: September 30, December 31, Current deferred revenue Platform subscriptions and services revenue $ 3,135 $ 3,278 Application transaction revenue 80 82 Total current deferred revenue $ 3,215 $ 3,360 Non-current deferred revenue Platform subscriptions and services revenue $ 2,003 $ 3,764 Total non-current deferred revenue $ 2,003 $ 3,764 Total deferred revenue $ 5,218 $ 7,124 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Cash and Cash Equivalents [Abstract] | |
Cash | The following table sets forth the Company's cash and restricted cash as of September 30, 2020 and December 31, 2019: Cash and restricted cash September 30, 2020 December 31, 2019 Cash $ 1,143 $ 276 Restricted cash 91 86 Total cash and restricted cash $ 1,234 $ 362 |
Restricted Cash | The following table sets forth the Company's cash and restricted cash as of September 30, 2020 and December 31, 2019: Cash and restricted cash September 30, 2020 December 31, 2019 Cash $ 1,143 $ 276 Restricted cash 91 86 Total cash and restricted cash $ 1,234 $ 362 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Summary of Debt Obligations | A summary of the Company's various debt obligations is set forth below: September 30, 2020 December 31, 2019 Series A Note (principal amount) $ 3,201 $ — Series B Note (principal amount) 1,013 — Paycheck Protection Program Loan 2,850 — Convertible notes 250 250 Promissory notes 905 855 Related-party bridge loans 360 — Note payable 67 — Total debt $ 8,646 $ 1,105 Debt discount - warrants (2020 Convertible Notes) (1,681) — Debt discount - issuance costs (2020 Convertible Notes) (445) — Less: current maturities of long-term debt (1,693) — Less: related-party debt (555) (195) Long-term debt $ 4,272 $ 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: September 30, 2020 July 15, 2020 Strike price per share $ 4.00 $ 4.00 Closing price per share $ 0.92 $ 1.44 Term (years) 2.78 3 Volatility 155 % 177 % Risk-free rate 0.16 % 0.18 % Dividend Yield — — |
Summary of Interest Expense | The following table sets forth interest expense for the Company's various debt obligations included on the condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 2020 Convertible Notes $ 279 $ — $ 279 $ — Accretion of debt discount - issuance costs 185 — 370 — Accretion of debt discount - warrants 805 — 805 — Senior Convertible Note 3 — 197 — Factoring financing agreement 44 140 141 472 All other debt and financing obligations 46 5 131 12 Total $ 1,362 $ 145 $ 1,923 $ 484 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum annual lease payments as of September 30, 2020 under the Company’s operating leases are set forth as follows: Future minimum lease obligations years ending December 31, Lease 2020 (Remainder) $ 203 2021 836 2022 725 2023 622 2024 609 Thereafter 208 Total $ 3,203 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Summary of Warrant Activity by Warrant Type | A summary of the Company’s outstanding warrants is set forth below: Warrant Type Cash Exercise Warrants Outstanding September 30, 2020 Warrants Outstanding December 31, 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) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Restricted Stock Unit Activity | A summary of the Company’s restricted stock unit activity under the 2018 Plan is set forth below: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2019 2,436,968 $ 3.15 Granted 2,542,029 1.02 Released (2,380,270) 2.08 Forfeited (374,954) 2.96 Outstanding as of September 30, 2020 2,223,773 $ 1.89 |
Stock-Based Compensation | A summary of the Company’s stock option activity under the 2009 Plan and related information is as follows: Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding as of December 31, 2019 1,465,450 $ 0.80 6.86 $ 771 Granted — Exercised (183,753) 0.52 Forfeited (69,869) 1.40 Outstanding as of September 30, 2020 1,211,828 $ 0.80 6.46 $ 340 Exercisable as of September 30, 2020 1,008,747 $ 0.75 6.28 $ 295 |
Condensed Income Statement | Compensation costs that have been included on the Company’s condensed consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements are detailed as follows: Three Months Ended September 30, Nine Months Ended September 30, Stock-based compensation 2020 2019 2020 2019 Cost of revenues $ 104 $ 68 $ 217 $ 106 Sales and marketing 15 30 44 14 General and administrative 1,530 492 3,168 864 Research and development 59 94 29 127 Total stock-based compensation $ 1,708 $ 684 $ 3,458 $ 1,111 |
The Company and Basis of Pres_3
The Company and Basis of Presentation - Concentration Risk (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Customer A | Sales Revenue, Net | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 26.00% | 8.00% | 30.00% | 3.00% | |
Customer A | Accounts Receivable | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 21.00% | 15.00% | |||
Customer B | Sales Revenue, Net | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 9.00% | 1.00% | 11.00% | 7.00% | |
Customer B | Accounts Receivable | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 0.00% | 10.00% | |||
Customer C | Sales Revenue, Net | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 21.00% | 0.00% | 8.00% | 0.00% | |
Fox Networks Group | Sales Revenue, Net | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 55.00% | 58.00% | |||
Customer D | Accounts Receivable | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 20.00% | 0.00% | |||
Customer E | Accounts Receivable | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 6.00% | 11.00% | |||
Customer F | Accounts Receivable | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 0.00% | 23.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | |||
Jul. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Jul. 15, 2020 | |
Senior Convertible Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 7.00% | |||
Principal amount of note | $ 3,000,000 | |||
Proceeds from debt, net of issuance costs | 2,371,000 | |||
Proceeds from issuance of debt | $ 2,760,000 | |||
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 7.00% | 7.00% | ||
Proceeds from issuance of debt | $ 1,751,000 | |||
Convertible notes | Fair Value, Inputs, Level 3 | Fair Value, Recurring | ||||
Debt Instrument [Line Items] | ||||
Nonfinancial liabilities fair value disclosure | $ 1,242,000 | |||
Convertible notes | Series A Note | ||||
Debt Instrument [Line Items] | ||||
Principal amount of note | $ 4,320,000 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 16,654,651 | 7,694,645 |
Convertible notes | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,221,740 | 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) | 1,211,828 | 1,720,339 |
Restricted stock units | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,223,773 | 2,103,363 |
Restricted shares | ||
Debt Instrument [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,198 | 13,091 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Deferred revenue recognized | $ 3,971 | |||
Remaining performance obligation | $ 8,797 | $ 8,797 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-10-01 | ||||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | ||||
Percent of revenue expected to be recognized over next 12 months | 55.00% | 55.00% | ||
Remaining performance obligation, expected timing | 12 months | 12 months | ||
UNITED STATES | ||||
Disaggregation of Revenue [Line Items] | ||||
Derived over net revenues percentage | 99.00% | 98.00% | 96.00% | 98.00% |
Non-US | ||||
Disaggregation of Revenue [Line Items] | ||||
Derived over net revenues percentage | 1.00% | 2.00% | 4.00% | 2.00% |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 3,130 | $ 5,637 | $ 7,983 | $ 16,462 |
Platform subscriptions and services revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | 2,860 | 5,152 | 7,274 | 15,065 |
Application transaction revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenues | $ 270 | $ 485 | $ 709 | $ 1,397 |
Revenue - Deferred Revenue (Det
Revenue - Deferred Revenue (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Product Information [Line Items] | ||
Total current deferred revenue | $ 3,215 | $ 3,360 |
Non-current deferred revenue | 2,003 | 3,764 |
Total deferred revenue | 5,218 | 7,124 |
Platform subscriptions and services revenue | ||
Product Information [Line Items] | ||
Total current deferred revenue | 3,135 | 3,278 |
Non-current deferred revenue | 2,003 | 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 (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Cash and Cash Equivalents [Abstract] | ||
Cash equivalents, at carrying value | $ 0 | $ 0 |
Restricted cash | $ 91,000 | $ 86,000 |
Cash, Cash Equivalents, and R_4
Cash, Cash Equivalents, and Restricted Cash - Cash and Restricted Cash (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 |
Cash and Cash Equivalents [Abstract] | ||||
Cash | $ 1,143 | $ 276 | ||
Restricted cash | 91 | 86 | ||
Total cash and restricted cash | $ 1,234 | $ 362 | $ 68 | $ 6,344 |
Factoring Agreement (Details)
Factoring Agreement (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 | Jun. 15, 2016 |
Factoring Agreement [Line Items] | |||
Advances, maximum percentage amount of eligible accounts receivable | 80.00% | ||
Factored receivables payable | $ 439 | $ 1,077 | |
Future advances | $ 2,561 | $ 1,923 | |
First 30 Days | |||
Factoring Agreement [Line Items] | |||
Fees paid for factored receivables, percentage | 1.80% | ||
Every Ten Days Thereafter | |||
Factoring Agreement [Line Items] | |||
Fees paid for factored receivables, percentage | 0.65% |
Debt - Summary of Debt Obligati
Debt - Summary of Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | ||
Total debt | $ 8,646 | $ 1,105 |
Debt discount - warrants (2020 Convertible Notes) | (1,681) | 0 |
Debt discount - issuance costs (2020 Convertible Notes) | (445) | 0 |
Less: current maturities of long-term debt | (1,693) | 0 |
Less: related-party debt | (555) | (195) |
Long-term debt | 4,272 | 910 |
Series A Note | ||
Debt Instrument [Line Items] | ||
Total debt | 3,201 | 0 |
Series B Note | ||
Debt Instrument [Line Items] | ||
Total debt | 1,013 | 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 |
Related-party bridge loans | ||
Debt Instrument [Line Items] | ||
Total debt | 360 | 0 |
Note payable | ||
Debt Instrument [Line Items] | ||
Total debt | $ 67 | $ 0 |
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 ($) | Apr. 30, 2019USD ($) | Sep. 30, 2020USD ($)$ / sharesshares | Mar. 31, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)day$ / sharesshares | Sep. 30, 2019USD ($) | Sep. 15, 2020USD ($) | Apr. 09, 2020 | Dec. 31, 2019USD ($)shares |
Debt Instrument [Line Items] | |||||||||||||||
Original issue discount | $ 1,681,000 | $ 1,681,000 | $ 0 | ||||||||||||
Gain (loss) on extinguishment of debt | $ (950,000) | $ 0 | $ (1,031,000) | $ 0 | |||||||||||
Class of warrant or right, outstanding (in shares) | shares | 5,996,112 | 5,996,112 | 3,836,112 | ||||||||||||
Warrant liability | $ 2,486,000 | $ 1,242,000 | $ 1,242,000 | $ 0 | |||||||||||
Gain on change in fair value of warrants | $ 1,244,000 | $ 0 | $ 1,244,000 | $ 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, amounts of transaction | $ 560,000 | ||||||||||||||
Related party transaction, rate (as a percent) | 10.00% | ||||||||||||||
Contributions for Notes Payable | Cane Capital, LLC | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | $ 204,000 | ||||||||||||||
Contributions for Notes Payable | Curo Capital Appreciation Fund, LLC | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | 151,000 | ||||||||||||||
Contributions for Notes Payable | Individuals Associated With Chief Executive Officer | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | 155,000 | ||||||||||||||
Contributions for Notes Payable | Chief Technology Officer | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Related party transaction, amounts of transaction | 50,000 | ||||||||||||||
Common Stock | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Issuance of common stock related to conversion 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 | ||||||||||||||
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] | |||||||||||||||
Proceeds from issuance of debt | $ 1,751,000 | ||||||||||||||
Interest rate (as a percent) | 7.00% | 7.00% | 7.00% | ||||||||||||
Interest rate, restricted principal (as a percent) | 3.00% | ||||||||||||||
Monthly amortization payments (as a percent) | 5.56% | ||||||||||||||
Installment conversion, redemption price (as a percent) | 107.00% | ||||||||||||||
Gain (loss) on extinguishment of debt | $ (734,000) | $ (216,000) | $ (216,000) | ||||||||||||
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 | $ 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 (as a percent) | 0.98% | ||||||||||||||
Loan proceeds | $ 2,850,000 | ||||||||||||||
Senior Convertible Notes Payable | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Principal amount of note | $ 3,000,000 | 3,000,000 | |||||||||||||
Original issue discount | 240,000 | $ 240,000 | |||||||||||||
Proceeds from issuance of debt | $ 2,760,000 | ||||||||||||||
Interest rate (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% | 85.00% | |||||||||||||
Proceeds from debt, net of issuance costs | $ 2,371,000 | ||||||||||||||
Principal repayment | $ 143,000 | $ 143,000 | |||||||||||||
Percent of installment amount | 100.00% | 100.00% | |||||||||||||
Percent of installment at election of company | 105.00% | 105.00% | |||||||||||||
Promissory notes | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Interest rate (as a percent) | 10.00% | 10.00% | |||||||||||||
Value of notes | $ 20,000,000 | ||||||||||||||
Debt instrument, debt default (as a percent) | 12.00% | 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 | ||||||||||||||
Original issue discount | $ 320,000 | ||||||||||||||
Unrestricted original issue discount | $ 80,000 | ||||||||||||||
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 | ||||||||||||||
Unrestricted principal | $ 1,000,000 |
Debt - Summary of Calculated Ag
Debt - Summary of Calculated Aggregate Fair Values and Assumptions (Details) - Warrants | Sep. 30, 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 | 0.92 | 1.44 |
Term (years) | ||
Class of Warrant or Right [Line Items] | ||
Warrant, term | 2 years 9 months 10 days | 3 years |
Volatility | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 1.55 | 1.77 |
Risk-free rate | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0.0016 | 0.0018 |
Dividend Yield | ||
Class of Warrant or Right [Line Items] | ||
Warrant liability, measurement input | 0 | 0 |
Debt - Summary of Interest Expe
Debt - Summary of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 1,362 | $ 145 | $ 1,923 | $ 484 |
Accretion of debt discount - issuance costs | 185 | 0 | 370 | 0 |
Accretion of debt discount - warrants | 805 | 0 | 805 | 0 |
Convertible notes | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 279 | 0 | 279 | 0 |
Senior Convertible Notes Payable | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 3 | 0 | 197 | 0 |
Factoring financing agreement | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 44 | 140 | 141 | 472 |
All other debt and financing obligations | ||||
Debt Instrument [Line Items] | ||||
Interest expense | $ 46 | $ 5 | $ 131 | $ 12 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) $ in Thousands | Oct. 09, 2020 | Sep. 29, 2020 | Mar. 09, 2020 | Dec. 17, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2017 |
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||||||
Rent expense under operating leases | $ 207 | $ 188 | $ 631 | $ 519 | ||||||
Gain (loss) related to litigation settlement | (4,500) | (4,500) | ||||||||
Phunware, Inc v Uber Technologies, Inc. | ||||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||||||
Stock issued during period, value, issued for services | $ 3,000 | |||||||||
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 | Subsequent Event | ||||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||||||
Amount awarded to other party | $ 6,000 | |||||||||
Settled Litigation | Settlement Agreement | Insurance Carrier | Subsequent Event | ||||||||||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||||||||||
Payment to other party | 1,500 | |||||||||
Settled Litigation | Settlement Agreement | Phunware | Subsequent Event | ||||||||||
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 | $ 690 | $ 690 |
Commitments and Contingencies -
Commitments and Contingencies - Future Minimum Lease Obligations (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2020 (Remainder) | $ 203 |
2021 | 836 |
2022 | 725 |
2023 | 622 |
2024 | 609 |
Thereafter | 208 |
Total | $ 3,203 |
PhunCoin & PhunToken (Details)
PhunCoin & PhunToken (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
PhunCoin [Line Items] | |
Period after issuance of rights | 1 year |
Aggregate of receivable amount | $ 1,207 |
PhunCoin deposits | |
PhunCoin [Line Items] | |
Aggregate of receivable amount | $ 577,900 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Aug. 14, 2020 | |
Subsidiary, Sale of Stock [Line Items] | |||||
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 | $ 0.0001 | ||
Common stock, shares outstanding (in shares) | 45,452,422 | 45,452,422 | 39,817,917 | ||
Restricted shares subject to repurchase for unvested shares related to early option exercises under stock equity plans (in shares) | 1,198 | 1,198 | 6,219 | ||
Proceeds from issuance of common stock | $ 1,341,000 | $ 0 | |||
Cash exercises for warrants (in shares) | 617,296 | ||||
Aggregate gross proceeds | $ 6,184,000 | ||||
Stock issued, warrants exercised (in shares) | 10,913,146 | ||||
Sales Agreement | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate offering price | $ 15,000,000 | ||||
Common Stock | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Sale of common stock (in shares) | 1,301,665 | 1,302,000 | |||
Proceeds from issuance of common stock | $ 1,493,000 | $ 1,493,000 | |||
Payments of stock offering costs | $ 152,000 | $ 152,000 | |||
Cash | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate gross proceeds | $ 6,092,000 | ||||
Digital Currencies | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate gross proceeds | $ 92,000 | ||||
Cash and Cashless Exercises | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Aggregate shares issued (in shares) | 11,530,442 | ||||
Cashless Exercises | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Warrants exercised (in shares) | 13,975,359 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Class of Warrant or Right [Roll Forward] | ||
Warrants Outstanding December 31, 2019 | 5,996,112 | 3,836,112 |
Warrants Outstanding September 30, 2020 | 5,996,112 | 3,836,112 |
2020 Convertible Note warrants | ||
Class of Warrant or Right [Roll Forward] | ||
Exercise price per share (in dollars per share) | $ 4 | |
Warrants Outstanding December 31, 2019 | 2,160,000 | 0 |
Warrants Outstanding September 30, 2020 | 2,160,000 | 0 |
Common stock warrant (Series D-1) | ||
Class of Warrant or Right [Roll Forward] | ||
Exercise price per share (in dollars per share) | $ 5.54 | |
Warrants Outstanding December 31, 2019 | 14,866 | 14,866 |
Warrants Outstanding September 30, 2020 | 14,866 | 14,866 |
Common stock warrants (Series F) | ||
Class of Warrant or Right [Roll Forward] | ||
Exercise price per share (in dollars per share) | $ 9.22 | |
Warrants Outstanding December 31, 2019 | 377,402 | 377,402 |
Warrants Outstanding September 30, 2020 | 377,402 | 377,402 |
Public Warrants (PHUNW) | ||
Class of Warrant or Right [Roll Forward] | ||
Exercise price per share (in dollars per share) | $ 11.50 | |
Warrants Outstanding December 31, 2019 | 1,761,291 | 1,761,291 |
Warrants Outstanding September 30, 2020 | 1,761,291 | 1,761,291 |
Private Placement Warrants | ||
Class of Warrant or Right [Roll Forward] | ||
Exercise price per share (in dollars per share) | $ 11.50 | |
Warrants Outstanding December 31, 2019 | 1,658,381 | 1,658,381 |
Warrants Outstanding September 30, 2020 | 1,658,381 | 1,658,381 |
Unit Purchase Option Warrants | ||
Class of Warrant or Right [Roll Forward] | ||
Exercise price per share (in dollars per share) | $ 11.50 | |
Warrants Outstanding December 31, 2019 | 24,172 | 24,172 |
Warrants Outstanding September 30, 2020 | 24,172 | 24,172 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Aggregate intrinsic value of options exercised | $ 87 | ||||
Fair value of options vested | $ 98 | ||||
2018 Stock Option and Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Issuance of common stock shares (in shares) | 1,213,026 | ||||
Common stock reserved for issuance (in shares) | 101,873 | 101,873 | 205,206 | ||
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% | ||||
2009 Stock Option and 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) | 1,198 | 1,198 | 6,219 | ||
Accrued expenses | $ 1 | $ 1 | $ 3 | ||
Unamortized fair value of restricted stock units | 3,234 | $ 3,234 | |||
Weighed-average period of costs amortized | 2 years 7 months 6 days | ||||
Unrecognized stock compensation expense | $ 111 | $ 111 | |||
Selling and Marketing Expense | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Maximum number of shares participant may purchase | 2,000 | ||||
Employee Stock | 2018 Employee Stock Purchase Plan | |||||
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% | |||
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) | 39,426 | ||||
Restricted stock units awards grant date fair value (in dollars per share) | $ 1.28 | $ 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 units 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 units awards grant date fair value (in dollars per share) | $ 0.67 | $ 1.25 | |||
Vesting percentage of award (as a percent) | 25.00% | ||||
Vesting period of award | 4 years | 10 months | |||
Restricted Stock Units (RSUs) - Team Members | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Restricted stock unit awards granted (in shares) | 12,000 | 756,000 | |||
Restricted stock units awards grant date fair value (in dollars per share) | $ 1.68 | $ 1.25 | 1.68 | ||
Vesting percentage of award (as a percent) | 25.00% | ||||
Vesting period of award | 4 years | 42 months | |||
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 | 610,000 | ||
Restricted stock units awards grant date fair value (in dollars per share) | $ 1.52 | $ 0.67 | $ 0.89 | $ 1.52 | |
Post-Closing Outstanding Shares | Employee Stock | 2018 Stock Option and Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Annual percentage increase | 10.00% | 10.00% | |||
Outstanding Shares on Last Day of Immediately Preceding Year | Employee Stock | 2018 Stock Option and Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Annual percentage increase | 5.00% | 5.00% |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted stock units | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 2,436,968 |
Granted (in shares) | shares | 2,542,029 |
Released (in shares) | shares | (2,380,270) |
Forfeited (in shares) | shares | (374,954) |
Outstanding, ending balance (in shares) | shares | 2,223,773 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 3.15 |
Granted (in dollars per share) | $ / shares | 1.02 |
Released (in dollars per share) | $ / shares | 2.08 |
Forfeited (in dollars per share) | $ / shares | 2.96 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 1.89 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Options - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of shares, beginning outstanding (in shares) | 1,465,450 | |
Number of shares, exercised | (183,753) | |
Number of shares, forfeited | (69,869) | |
Number of shares, ending outstanding (in shares) | 1,211,828 | 1,465,450 |
Number of shares, exercisable (in shares) | 1,008,747 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, beginning outstanding (in dollars per share) | $ 0.80 | |
Weighted average exercise price, released (in dollars per share) | 0.52 | |
Weighted average exercise price, forfeited (in dollars per share) | 1.40 | |
Weighted average exercise price, ending outstanding (in dollars per share) | 0.80 | $ 0.80 |
Weighted average exercise price, exercisable (in dollars per share) | $ 0.75 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Additional Disclosures [Abstract] | ||
Weighted average remaining contractual term | 6 years 5 months 15 days | 6 years 10 months 9 days |
Weighted average remaining contractual term, exercisable (in years) | 6 years 3 months 10 days | |
Share-Based Compensation Arrangement by Share-based Payment Award, Options, Aggregate Intrinsic Value [Abstract] | ||
Aggregate intrinsic value | $ 340 | $ 771 |
Aggregate intrinsic value, exercisable | $ 295 |
Stock-Based Compensation - Cond
Stock-Based Compensation - Condensed Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 1,708 | $ 684 | $ 3,458 | $ 1,111 |
Cost of revenues | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 104 | 68 | 217 | 106 |
Sales and marketing | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 15 | 30 | 44 | 14 |
General and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | 1,530 | 492 | 3,168 | 864 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Total stock-based compensation | $ 59 | $ 94 | $ 29 | $ 127 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Recapitalization costs | $ 255 | $ 255 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |
Nov. 12, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Subsequent Event [Line Items] | ||||
Proceeds from sales of common stock, net of issuance costs | $ 1,341 | $ 0 | ||
Common Stock | ||||
Subsequent Event [Line Items] | ||||
Sale of common stock (in shares) | 1,301,665 | 1,302,000 | ||
Proceeds from sales of common stock, net of issuance costs | $ 1,493 | $ 1,493 | ||
Payments of stock offering costs | $ 152 | $ 152 | ||
Common Stock | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Sale of common stock (in shares) | 3,868,027 | |||
Proceeds from sales of common stock, net of issuance costs | $ 3,259 | |||
Payments of stock offering costs | $ 98 |
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 |