COVER PAGE
COVER PAGE - shares | 3 Months Ended | |
Mar. 31, 2023 | May 10, 2023 | |
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-37862 | |
Entity Registrant Name | PHUNWARE, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 30-1205798 | |
Entity Address, Address Line One | 1002 West Avenue | |
Entity Address, City or Town | Austin | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 78701 | |
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 | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 104,658,145 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Entity Central Index Key | 0001665300 | |
Common Stock | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | PHUN | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Entity Information [Line Items] | ||
Title of 12(b) Security | Warrants to purchase one share of Common Stock | |
Trading Symbol | PHUNW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 694 | $ 1,955 |
Accounts receivable, net of allowance for doubtful accounts of $198 at March 31, 2023 and December 31, 2022, respectively | 1,200 | 958 |
Inventory | 2,671 | 2,780 |
Digital assets | 2,530 | 10,137 |
Prepaid expenses and other current assets | 807 | 1,033 |
Total current assets | 7,902 | 16,863 |
Property and equipment, net | 206 | 221 |
Goodwill | 31,136 | 31,113 |
Intangible assets, net | 2,357 | 2,524 |
Right-of-use asset | 3,489 | 3,712 |
Other assets | 367 | 402 |
Total assets | 45,457 | 54,835 |
Current liabilities: | ||
Accounts payable | 7,765 | 7,699 |
Accrued expenses | 2,506 | 2,895 |
Lease liability | 961 | 954 |
Deferred revenue | 1,512 | 2,904 |
PhunCoin deposits | 1,202 | 1,202 |
Current maturities of long-term debt, net | 5,687 | 9,667 |
Warrant liability | 3 | 256 |
Total current liabilities | 19,636 | 25,577 |
Deferred revenue | 1,072 | 1,274 |
Lease liability | 2,848 | 3,103 |
Total liabilities | 23,556 | 29,954 |
Commitments and contingencies (Note 8) | ||
Stockholders’ equity | ||
Common stock, $0.0001 par value; 1,000,000,000 shares authorized; 104,469,310 shares issued and 104,007,810 shares outstanding as of March 31, 2023 and 103,153,337 shares issued and outstanding as of December 31, 2022, respectively | 10 | 10 |
Treasury stock at cost; 461,500 and 0 shares at March 31, 2023 and December 31, 2022, respectively | (475) | 0 |
Additional paid-in capital | 277,303 | 275,562 |
Accumulated other comprehensive loss | (449) | (472) |
Accumulated deficit | (254,488) | (250,219) |
Total stockholders’ equity | 21,901 | 24,881 |
Total liabilities and stockholders’ equity | $ 45,457 | $ 54,835 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 198 | $ 198 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 104,469,310 | 103,153,337 |
Common stock, shares outstanding (in shares) | 104,007,810 | 103,153,337 |
Stock repurchased (in shares) | 461,500 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenues | $ 4,747 | $ 6,778 |
Cost of revenues | 4,386 | 5,007 |
Gross profit | 361 | 1,771 |
Operating expenses: | ||
Sales and marketing | 1,128 | 1,485 |
General and administrative | 4,712 | 4,305 |
Research and development | 1,772 | 1,003 |
Total operating expenses | 7,612 | 6,793 |
Operating loss | (7,251) | (5,022) |
Other income (expense): | ||
Interest expense | (537) | (381) |
Impairment of digital assets | (50) | (9,353) |
Gain on sale of digital assets | 3,214 | 26 |
Fair value adjustment of warrant liability | 253 | (213) |
Other income, net | 102 | 26 |
Total other income (expense) | 2,982 | (9,895) |
Loss before taxes | (4,269) | (14,917) |
Income tax expense | 0 | 0 |
Net loss | (4,269) | (14,917) |
Other comprehensive income (loss): | ||
Cumulative translation adjustment | 23 | (32) |
Comprehensive loss | $ (4,246) | $ (14,949) |
Loss per share, basic (in dollars per share) | $ (0.04) | $ (0.15) |
Loss per share, diluted (in dollars per share) | $ (0.04) | $ (0.15) |
Weighted-average common shares used to compute loss per share, basic (in shares) | 103,169 | 96,844 |
Weighted-average common shares used to compute loss per share, diluted (in shares) | 103,169 | 96,844 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Treasury stock | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive Loss |
Beginning balance (in shares) at Dec. 31, 2021 | 96,752,000 | |||||
Beginning balance at Dec. 31, 2021 | $ 65,277 | $ 10 | $ 264,944 | $ (199,325) | $ (352) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, net of vesting of restricted shares (in shares) | 23,000 | |||||
Exercise of stock options, net of vesting of restricted shares | 16 | 16 | ||||
Release of restricted stock (in shares) | 92,000 | |||||
Issuance of common stock in connection with acquisition of Lyte Technology, Inc. (in shares) | 384,000 | |||||
Issuance of common stock in connection with acquisition of Lyte Technology, Inc. | 1,125 | 1,125 | ||||
Stock-based compensation expense | 521 | 521 | ||||
Cumulative translation adjustment | (32) | (32) | ||||
Net loss | (14,917) | (14,917) | ||||
Ending balance at Mar. 31, 2022 | $ 51,990 | $ 10 | 266,606 | (214,242) | (384) | |
Ending balance (in shares) at Mar. 31, 2022 | 97,251,000 | |||||
Beginning balance (in shares) at Dec. 31, 2022 | 103,153,337 | 103,153,000 | ||||
Beginning balance at Dec. 31, 2022 | $ 24,881 | $ 10 | $ 0 | 275,562 | (250,219) | (472) |
Beginning balance (in shares) at Dec. 31, 2022 | 0 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Exercise of stock options, net of vesting of restricted shares (in shares) | 95,000 | |||||
Exercise of stock options, net of vesting of restricted shares | $ 58 | 58 | ||||
Release of restricted stock (in shares) | 849,000 | |||||
Issuance of restricted stock for earned bonus (in shares) | 373,000 | |||||
Issuance of restricted stock for earned bonus | 347 | 347 | ||||
Stock-based compensation expense | 1,336 | 1,336 | ||||
Cumulative translation adjustment | 23 | 23 | ||||
Treasury stock repurchase (in shares) | (462,000) | |||||
Treasury stock repurchase | (475) | $ (475) | ||||
Net loss | (4,269) | (4,269) | ||||
Ending balance at Mar. 31, 2023 | $ 21,901 | $ 10 | $ (475) | $ 277,303 | $ (254,488) | $ (449) |
Ending balance (in shares) at Mar. 31, 2023 | 104,007,810 | 104,470,000 | ||||
Ending balance (in shares) at Mar. 31, 2023 | (461,500) | (462,000) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Operating activities | ||
Net loss | $ (4,269) | $ (14,917) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Amortization of debt discount and deferred financing costs | 289 | 155 |
(Gain) loss on change in fair value of warrant liability | (253) | 213 |
Gain on sale of digital assets | (3,214) | (26) |
Impairment of digital assets | 50 | 9,353 |
Stock-based compensation | 1,362 | 564 |
Other adjustments | 357 | (71) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (245) | (248) |
Inventory | 241 | (2,063) |
Prepaid expenses and other assets | 261 | (687) |
Accounts payable | 67 | 219 |
Accrued expenses | (89) | (1,489) |
Lease liability payments | (345) | (173) |
Deferred revenue | (1,594) | (1,001) |
Net cash used in operating activities | (7,382) | (10,171) |
Investing activities | ||
Proceeds received from sale of digital assets | 10,790 | 0 |
Purchase of digital assets | 0 | (489) |
Capital expenditures | (6) | (80) |
Net cash provided by (used in) investing activities | 10,784 | (569) |
Financing activities | ||
Payments on borrowings | (4,270) | (1,566) |
Proceeds from exercise of options to purchase common stock | 58 | 16 |
Payment for stock repurchase | (475) | 0 |
Net cash used in financing activities | (4,687) | (1,550) |
Effect of exchange rate on cash | 24 | (32) |
Net decrease in cash | (1,261) | (12,322) |
Cash at the beginning of the period | 1,955 | 23,137 |
Cash at the end of the period | 694 | 10,815 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 434 | 204 |
Income taxes paid | 0 | 0 |
Supplemental disclosures of non-cash financing activities: | ||
Issuance of common stock in connection with acquisition of Lyte Technology, Inc. | 0 | 1,125 |
Issuance of common stock for payment of bonuses previously accrued | $ 347 | $ 0 |
The Company and Basis of Presen
The Company and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
The Company and Basis of Presentation | The Company and Basis of Presentation The Company Phunware, Inc. and its subsidiaries (the “Company”, "we", "us", or "our") offers a fully integrated software platform that equips companies with the products, solutions and services necessary to engage, manage and monetize their anytime, anywhere users worldwide. Our location-based software-as-a-service platform provides the entire mobile lifecycle of applications and media in one login through one procurement relationship. Our technology is available in Software Development Kit ("SDK") form for organizations developing their own application, via customized development services and prepackaged solutions. Through our integrated mobile advertising platform of publishers and advertisers, we provide in-app application transactions for mobile audience building, user acquisition, application discovery, audience engagement and audience monetization. During 2021, we began to sell PhunToken to consumers, developers and brands. PhunToken is an innovative digital asset utilized within our token ecosystem to help drive engagement by unlocking features and capabilities of our platform. PhunToken is designed to reward consumers for their activity, such as watching branded videos, completing surveys and visiting points of interest. In October 2021, we acquired Lyte Technology, Inc. ("Lyte"), a provider of high-performance computer systems to individual consumers. Founded in 2009, we are 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, 2022 was derived from our 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 our audited consolidated financial statements and the notes thereto for the year ended December 31, 2022, which are referenced herein. The accompanying interim condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022, 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 our financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim period. Certain reclassifications have been made to to the presentation for the three months ended March 31, 2022. Gain on sale of digital assets for the three months ended March 31, 2022, which was previously included in Other income, net in the condensed consolidated statement of operations and comprehensive loss and Other adjustments in the statement of cash flows has been reclassified to Gain on sale of digital assets in each respective financial statement. Going Concern Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern requires management to evaluate whether conditions and/or events raise substantial doubt about our 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 initial evaluation shall 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. We have a history of net losses since our inception. For the three months ended March 31, 2023, we incurred a net loss of $4,269, used $7,382 in cash for operations and have a working capital deficiency. The foregoing conditions raise substantial doubt about our ability to meet our financial obligations as they become due. In performing the next step of our going concern assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt. Our assessment included the preparation of a detailed cash forecast that included projected cash inflows and outflows. We continue to focus on growing our revenues, and accordingly, we expect operating expenditures to exceed future revenue for the foreseeable future. Future plans may include reducing operating expenses, liquidating our digital asset holdings, sales of our common stock under a sales agreement in an at-the-market offering, and issuing additional shares of common stock, preferred stock, warrants or units pursuant to an effective shelf registration statement. Despite a history of successfully implementing similar plans, these sources of working capital are not currently assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. There can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs and support our growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through one year from the issuance of these financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 for the year ended December 31, 2022, except as set forth below. Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a model based on expected losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. We adopted this new standard effective January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on our condensed consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) , (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. As the Company does not currently have any debt with conversion features outstanding, we do not expect the adoption of ASU 2020-06 to have a material impact on our condensed consolidated financial statements and disclosures. Use of Estimates |
Supplemental Information
Supplemental Information | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Information | Supplemental Information Risks and Uncertainties Regulation governing blockchain technologies, cryptocurrencies, digital assets, digital asset exchanges, utility tokens, security tokens and offerings of digital assets is uncertain, and new regulations or policies may materially adversely affect the development and the value of our tokens and token ecosystem. Regulation of digital assets, like PhunCoin and PhunToken, cryptocurrencies, blockchain technologies and digital asset exchanges, is evolving and likely to continue to evolve. Regulation also varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility of tokens generally and the technology behind them or the means of transaction or in transferring them. Any such laws, regulations, guidance or other actions could adversely affect our ability to maintain PhunCoin and PhunToken, which could have a material adverse effect on our operations and financial condition. Failure by us to comply with any such laws and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could also result in a material adverse effect on our operations and financial condition. Concentrations of Credit Risk Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, trade accounts receivable and our digital asset holdings. Although we limit our exposure to credit loss by depositing our cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, our deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable, and we believe the carrying value approximates fair value. There is currently no clearing house for our digital assets, including our bitcoin holdings, nor is there a central or major depository for the custody of our digital assets. There is a risk that some or all of our digital asset holdings could be lost or stolen. There can be no assurance that the custodians will maintain adequate insurance or that such coverage will cover losses with respect to our digital asset holdings. Further, transactions denominated in digital assets are irrevocable. Stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed transactions could adversely our financial condition. The aggregate cost basis (prior to impairment) of our digital asset holdings was $8,817 and $37,737 at March 31, 2023 and December 31, 2022, respectively. Collateral is not required for accounts receivable and we believe the carrying value approximates fair value. The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts. March 31, 2023 December 31, 2022 Customer A 39 % 23 % Customer B 14 % — % Inventory Our inventory balance on the dates presented consisted of the following: March 31, 2023 December 31, 2022 Raw materials $ 2,681 $ 2,968 Work-in-process 82 — Finished goods 38 50 Other 6 30 Inventory reserve (136) (268) Total inventory $ 2,671 $ 2,780 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. Diluted loss per common share is computed by giving effect to all potential shares of common stock, including those related to our outstanding warrants and stock equity plans, to the extent dilutive. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. The following table sets forth common stock equivalents that have been excluded from the computation of dilutive weighted average shares outstanding as their inclusion would have been anti-dilutive: Three Months Ended March 31, 2023 2022 Warrants 6,632,561 5,636,801 Options 867,031 897,229 Restricted stock units 5,480,225 3,480,102 Total 12,979,817 10,014,132 Fair Value Measurements We follow the guidance in ASC 820, Fair Value Measurement , to measure certain assets and liabilities on a recurring and nonrecurring 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. We use a fair value hierarchy, which distinguishes between assumptions based on market data (observable inputs) and an entity's own assumptions (unobservable inputs). The guidance requires fair value measurements be classified and disclosed in one of the following three categories: • Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2: Quoted prices in markets that are not active or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability. • Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). Determining which category an asset or liability falls within the hierarchy requires significant judgment. Our assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 are set forth below: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ 3 $ — $ 3 Total $ — $ 3 $ — $ 3 Our financial instruments measured at fair value on a recurring basis as of December 31, 2022 are set forth below: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ 256 $ — $ 256 Total $ — $ 256 $ — $ 256 The following table sets forth the assumptions used to calculate the fair values of the liability classified warrant issued in connection with our 2020 Convertible Notes as of the dates presented: March 31, 2023 December 31, 2022 Strike price per share $ 1.42 $ 1.42 Closing price per share $ 0.71 $ 0.77 Term (years) 0.28 0.53 Volatility 57 % 102 % Risk-free rate 4.97 % 4.70 % Dividend Yield — — The carrying value of accounts receivable, prepaid expenses, other current assets, accounts payable and accrued expenses are considered to be representative of their respective fair values because of the short-term nature of those instruments. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Our platform revenue consists of SDK license subscriptions and application development services, as well as application transactions, which are comprised of in-app advertising and sales of our digital asset, PhunToken. Hardware revenue relates to the sale of high-performance personal computers. Refer to our revenue recognition policy under the subheading, Revenue Recognition, in Note 2, " Summary of Significant Accounting Policies," in our Annual Report on Form 10-K filed with the SEC on March 31, 2023. Disaggregation of Revenue The following table sets forth our net revenues by category: Three Months Ended March 31, 2023 2022 Platform revenue $ 1,345 $ 2,492 Hardware revenue 3,402 4,286 Net revenues $ 4,747 $ 6,778 We generate revenue in domestic and foreign regions and attribute net revenue to individual countries based on the location of the contracting entity. We derived 100% and 95% of our net revenues from within the United States for the three months ended March 31, 2023 and 2022, respectively. Deferred Revenue Our deferred revenue balance consisted of the following: March 31, 2023 December 31, 2022 Current deferred revenue Platform revenue $ 1,405 $ 1,531 Hardware revenue 107 1,373 Total current deferred revenue $ 1,512 $ 2,904 Non-current deferred revenue Platform revenue $ 1,072 $ 1,274 Total non-current deferred revenue $ 1,072 $ 1,274 Total deferred revenue $ 2,584 $ 4,178 Deferred revenue consists of customer billings or payments received in advance of the recognition of revenue under the arrangements with customers. We recognize deferred revenue as revenue only when revenue recognition criteria are met. During the three months ended March 31, 2023, we recognized revenue of $2,133 that was included in our deferred revenue balance as of December 31, 2022. Remaining Performance Obligations Remaining performance obligations were $5,696 as of March 31, 2023, of which we expect to recognize approximately 42% as revenue over the next 12 months and the remainder thereafter. PhunToken In 2021, we announced the commencement of the selling of PhunToken. PhunToken is our innovative digital asset intended to be utilized within our token ecosystem, once developed, to help drive engagement by unlocking features and capabilities of our platform. We did not sell any PhunToken during three months ended March 31, 2023. During the three months ended March 31, 2022, we sold 115.8 million PhunToken for an aggregate of $973, for which we received both cash and digital assets from customers. Sales of PhunToken are recorded within platform revenue in the table above. As of March 31, 2023 and December 31, 2022, total issued PhunToken were 377.2 million. Total supply of PhunToken is capped at 10 billion. |
Digital Assets
Digital Assets | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Digital Assets | Digital Assets Payments by customers in and purchases by us of digital assets were primarily of bitcoin and ethereum. We currently account for all digital assets held as a result of these transactions as indefinite-lived intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other . We have ownership of and control over our digital assets and we may use third-party custodial services or self-custody solutions to secure them. The digital assets are initially recorded at cost and are subsequently remeasured, net of any impairment losses incurred since acquisition. We determine the fair value of our digital assets on a nonrecurring basis in accordance with ASC 820, Fair Value Measurement , based on quoted prices on the active exchange(s) that we have determined is the principal market for bitcoin, ethereum and other digital asset holdings (Level 1 inputs). We perform an analysis each quarter to identify whether events or changes in circumstances, principally decreases in the quoted prices on active exchanges, indicate that it is more likely than not that our digital assets are impaired. In determining if an impairment has occurred, we consider the lowest intraday market price quoted on an active exchange since acquiring the respective digital asset. If the then current carrying value of a digital asset exceeds the fair value, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the fair value. The fair value of our digital asset holdings at March 31, 2023 is $4,708. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale, at which point they are presented net of any impairment losses for the same digital assets held. In determining the gain or loss to be recognized upon sale, we calculate the difference between the sales price and carrying value of the digital assets sold immediately prior to sale. Impairment losses and gains or losses on sales are recognized within other income (expense) in our condensed consolidated statements of operations and comprehensive loss. Impairment loss was $50 and $9,353 for the three months ended March 31, 2023 and 2022, respectively. The following table set forth our digital asset holdings as of March 31, 2023: Asset Gross Carrying Amount Accumulated Digital Asset Impairment Digital Asset Carrying Bitcoin $ 6,177 $ (4,267) $ 1,910 Ether 1,391 (1,060) $ 331 Other 1,249 (960) $ 289 Total $ 8,817 $ (6,287) $ 2,530 The following table sets forth our digital asset holdings as of December 31, 2022: Asset Gross Carrying Amount Accumulated Digital Asset Impairment Digital Asset Carrying Bitcoin $ 34,994 $ (25,534) $ 9,460 Ether 1,506 (1,156) 350 Other 1,237 (910) 327 Total $ 37,737 $ (27,600) $ 10,137 Gross carrying amount and accumulated digital asset impairment noted above represent carrying amount and impairment, respectively, on the remaining cost lots as of the respective dates. Changes in our digital asset holdings for three months ended March 31, 2023 were as follows: Bitcoin Ethereum Other Total Net balance at December 31, 2022 $ 9,460 $ 350 $ 327 $ 10,137 Received from customers, net of expenses — — 19 19 Exchanges of digital assets — 7 (7) — Disposal proceeds (10,739) (51) — (10,790) Gain on sale of digital assets 3,189 25 — 3,214 Impairment expense — — (50) (50) Net balance at March 31, 2023 $ 1,910 $ 331 $ 289 $ 2,530 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Debt 2022 Promissory Note On July 6, 2022, we entered into a note purchase agreement and completed the sale of an unsecured promissory note (the "2022 Promissory Note") with an original principal amount of $12,809 in a private placement. The 2022 Promissory Note was sold with an original issue discount of $492 and we paid at closing issuance costs totaling $522. After deducting all transaction fees paid by us at closing, net cash proceeds to the Company at closing were $11,795. No interest will accrue on the 2022 Promissory Note unless and until the occurrence of an event of default, as defined in the 2022 Promissory Note. Beginning on November 1, 2022, our monthly amortization payment was approximately $1,566, until the original maturity date of July 1, 2023. We have the right to defer any monthly payment by one month up to twelve times so long as certain conditions, as defined in the 2022 Promissory Note, are satisfied. In the event we exercise the deferral right for any given month: (i) the outstanding balance will automatically increase by 1.85%; (ii) we will not be obligated to make the monthly payment for such month; and (iii) the maturity date will be extended for one month. We may prepay any or all outstanding balance of the 2022 Promissory Note earlier than it is due by paying the noteholder 110% of the portion of the outstanding balance we elect to prepay. The prepayment premium also applies to the monthly amortization payments. On March 15, 2023, we elected to defer monthly payment obligations for April, May, June and July 2023, as permitted by the 2022 Promissory Note. In connection therewith, we also entered into a waiver agreement with the holder waiving the Payment Deferral Conditions, as defined in the 2022 Promissory Note. For agreeing to waive the Payment Deferral Conditions, we agreed to compensate the noteholder an amount equal to 5% of the outstanding balance immediately before entering into the waiver agreement. As a result of our election to defer the four (4) monthly payments, the outstanding balance of the 2022 Promissory Note will be increased by 1.85% on the first day of each month beginning on April 1, 2023 and concluding on July 1, 2023. The waiver fee and the additional principal will be paid in connection with our monthly installment payments once the deferral period concludes. Beginning on August 1, 2023 and on the same day of each month thereafter, we will be required to pay to the noteholder the new monthly amortization payment in the amount of $1,769 until the new maturity date of November 1, 2023. We evaluated the modification in accordance with the guidance as in ASC 470 - Debt , and we concluded that the modification was not an extinguishment of the original debt; therefore, no gain or loss was recognized upon modification. As a result of entering into the waiver agreement, the new effective interest rate of the 2022 Promissory Note is approximately 34.98%. The 2022 Promissory Note had a principal balance of $6,432 and $9,962 and debt discount of $745 and $295 at March 31, 2023 and December 31, 2022, respectively. Other Debt Obligations Other than the 2022 Promissory Note referenced above, there have been no material changes to the terms and conditions of our other debt obligations since the filing of our Annual Report on Form 10-K. See Note 8, " Debt" , in our Annual Report on Form 10-K filed with the SEC on March 31, 2022. Interest Expense |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | Leases Further information regarding our other office leases and accounting thereof are located in Note 2, " Summary of Significant Accounting Policies," and Note 9, " Leases," in our Annual Report on Form 10-K filed with the SEC on March 31, 2023. We recognize lease expense on a straight-line basis over the lease term with variable lease expense recognized in the period in which the costs are incurred. The components of lease expense are included in general and administrative expense in our condensed consolidated statement of operations and comprehensive loss. Lease expense for the three months ended March 31, 2023 and 2022 was $325 and $204, respectively. The weighted-average remaining lease term for operating leases as of March 31, 2023 was 3.8 years. Future minimum lease obligations are set forth below: Future minimum lease obligations years ending December 31, Lease 2023 (Remainder) $ 951 2024 1,305 2025 929 2026 744 2027 508 Thereafter — $ 4,437 Less: Portion representing interest (628) $ 3,809 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation Except as set forth below, there have been no material changes to the disclosures related to our litigation matters since the filing of our Annual Report on Form 10-K. See Note 10, " Commitments and Contingencies ," in our Annual Report on Form 10-K filed with the SEC on March 31, 2023 for further information. On February 18, 2022, certain stockholders filed a lawsuit against Phunware and its individual officers and directors. The case, captioned Wild Basin Investments, LLC, et al. v. Phunware, Inc., et al., was filed in the Court of Chancery of the state of Delaware (Cause No. 2022-0168-LWW). Plaintiffs alleged that they invested in various early rounds of financing while the Company was private and that Phunware should not have subjected their shares to a 180-day “lock up” period. Plaintiffs also allege that Phunware’s stock price dropped significantly during the lock up period and seek damages, costs and professional fees. We filed a motion to dismiss the complaint on May 27, 2022 and on July 15, 2022, Plaintiffs filed their answering brief in opposition to the motion to dismiss and a partial motion for summary judgement. All briefing and oral argument on the motion to dismiss and motion for partial summary judgement is complete. Both parties argued their positions before the Court of Chancery during a hearing on April 4, 2023. The Court did not rule from the bench at the hearing, but instead took the matter under advisement and will rule in due course. We intend to vigorously defend against this lawsuit and any appeals. We have not recorded an expense related to this matter because any potential loss is not currently probable or reasonably estimable. Additionally, we cannot presently estimate the range of loss, if any, that may result from the matter. It is possible that the ultimate resolution of the foregoing matter, or other similar matters, if resolved in a manner unfavorable to us, may be materially adverse to our business, financial condition, results of operations or liquidity. From time to time, we are and may become involved in various legal proceedings in the ordinary course of business. The outcomes of our legal proceedings are inherently unpredictable, subject to significant uncertainties, and could be material to our operating results and cash flows for a particular reporting period. In addition, for the matters disclosed above that do not include an estimate of the amount of loss or range of losses, such an estimate is not possible, and we may be unable to estimate the possible loss or range of losses that could potentially result from the application of non-monetary remedies. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Common Stock Total common stock authorized to be issued as of March 31, 2023 was 1,000,000,000 shares, with a par value of $0.0001 per share. At March 31, 2023 and December 31, 2022, there were 104,007,810 and 103,153,337 shares of our common stock outstanding. On January 31, 2022, we entered into an At Market Issuance Sales Agreement with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which we may offer and sell, from time to time, shares of our common stock, par value $0.0001 per share, for aggregate gross proceeds of up to $100,000, through or to Wainwright, as agent or principal. We are not obligated to sell shares of our common stock under the sales agreement with Wainwright. We have not sold any shares of common stock pursuant to the sales agreement with Wainwright. Sales of shares of our common stock sold under the sales agreement will be made pursuant to an effective shelf registration statement on Form S-3 in the amount of $200,000 filed with the SEC on February 1, 2022. As of March 31, 2023, $95.4 million of shares of our common stock remains issuable pursuant to the sales agreement with Wainwright. Stock Repurchase Plan On January 5, 2023, our board of directors authorized and approved a stock repurchase program for the repurchase of outstanding shares of our common stock with an aggregate value of up to $5,000. The authorization permits us to repurchase shares of our common stock from time-to-time through open market repurchases at prevailing market prices, in accordance with federal securities laws. The stock repurchase plan is expected to be completed over the next twelve (12) months and may be amended or terminated at any time, in the sole discretion of the board. The exact means, number and timing of stock repurchases will depend on market conditions, applicable legal requirements and other factors, and will be funded through the liquidation of our bitcoin holdings. During the three months ended March 31, 2023, we repurchased 461,500 shares of our common stock at an aggregate repurchase price of $475. Warrants We have various warrants outstanding. A summary of our outstanding warrants is set forth below: March 31, 2023 December 31, 2022 Warrant Type Cash Exercise Number of warrants Cash Exercise Number of warrants 2020 Convertible Note warrant $ 1.42 2,811,315 $ 1.42 2,811,315 Common stock warrants (Series F) $ 9.22 377,402 $ 9.22 377,402 Public warrants (PHUNW) $ 11.50 1,761,291 $ 11.50 1,761,291 Private placement warrants $ 11.50 1,658,381 $ 11.50 1,658,381 Unit purchase option warrants $ 11.50 24,172 $ 11.50 24,172 Total 6,632,561 6,632,561 Except as set forth below, there have been no material changes to the terms of our outstanding warrants. Additional information about our various warrants outstanding is in included under the subheading, " Warrants ", in Note 12, " Stockholders' Equity ," in our Annual Report on Form 10-K filed with the SEC on March 31, 2023. 2020 Convertible Note Warrant In connection with the issuance of the 2020 Convertible Notes, in 2020, we issued a warrant exercisable for three (3) years for the purchase, initially, of up to an aggregate of 2,160,000 shares of the Company's common stock at an initial exercise price of $4.00 per share. The number of shares and exercise price are each subject to adjustment provided under the warrant. As a result of our underwritten public offering in February 2021, the exercise price of each share decreased to $2.25 per share, and the number of shares for which the warrant is exercisable increased to 3,840,000 shares. Furthermore, in October 2021, we issued shares to the seller of Lyte as purchase consideration at a price of $1.4246 per share, and as a result, the exercise price of |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Stock-Based Compensation Compensation costs that have been included in our condensed consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements is set forth below: Three Months Ended March 31, Stock-based compensation 2023 2022 Cost of revenues $ 253 $ 46 Sales and marketing 97 18 General and administrative 859 472 Research and development 153 28 Total stock-based compensation $ 1,362 $ 564 As of March 31, 2023, there was approximately $1,176, $4,607, $295 and $0.4 of total unrecognized compensation cost related to the 2022 Inducement Plan, 2018 Plan, the 2018 ESPP and the 2009 Plan, respectively. These unrecognized compensation costs are expected to be recognized over an estimated weighted-average period of approximately 2.8 years, 1.9 years, 1.7 years and 0.5 years for the 2022 Inducement Plan, 2018 Plan, the 2018 ESPP and 2009 Plan, respectively. Except as set forth below, there have been no material changes to the terms of our 2018 Equity Incentive Plan (the "2018 Plan"), 2018 Employee Stock Purchase Plan (the "2018 ESPP") and 2009 Equity Incentive Plan (the "2009 Plan") since the filing of our Annual Report on Form 10-K. Refer to Note 13, " Stock-Based Compensation ," in our Annual Report on Form 10-K filed with the SEC on March 31, 2023 for more information on our various equity incentive plans. 2022 Inducement Plan Our board of directors adopted the Phunware, Inc. 2022 Inducement Plan (the "2022 Inducement Plan") in January 2023. As permitted by Nasdaq Stock Market rules, our stockholders were not required to approve the 2022 Inducement Plan. The plan provides of up to 1,470,588 shares of our common stock under awards granted to newly-hired employees. An "award" is any right to receive common stock of the Company consisting of nonstatutory stock options, stock appreciation rights, restricted stock awards or restricted stock units. In January 2023, we made an inducement grant to a newly-hired officer of the Company of 1,470,588 restricted stock units under the 2022 Inducement Plan with a grant date fair value of $0.87 per share. One-third, or 490,196, of the restricted stock units will vest on December 28, 2023 and the remainder will vest in equal installments over eight quarterly periods beginning on March 31, 2024 with the final vesting date occurring on December 28, 2025, subject to the employee's continued service on such vesting date. Shares will be delivered electronically to the holder shortly after vest date. 2018 Equity Incentive Plan Shares of common stock reserved for issuance under the 2018 Plan also include any shares of common stock subject to stock options, restricted stock units or similar awards granted under 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 March 31, 2023, the maximum number of shares of common stock that may be added to the 2018 Plan pursuant to the foregoing is 779,531. Not including the maximum number of shares from the 2009 Plan that may be added to the 2018 Plan, the 2018 Plan had 7,267,124 and 4,382,662 shares of common stock reserved for future issuances as of March 31, 2023 and December 31, 2022, respectively. Restricted Stock Units A summary of our restricted stock unit activity under the 2018 Plan for the three months ended March 31, 2023 is set forth below: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 2,957,995 $ 1.75 Granted 2,293,704 0.92 Released (1,221,562) 0.97 Forfeited (20,500) 2.69 Outstanding as of March 31, 2023 4,009,637 $ 1.37 During the first quarter of 2023, we granted 1,921,000 restricted stock unit awards to team members with an average grant date fair value of $0.92 per share. The vesting provisions were generally such that one-third of the awards vested immediately with the remaining vesting at various dates through November 2024. We also granted 372,704 restricted stock unit awards to members of our team in lieu of cash bonus earned during 2022 with a grant date fair value of $0.93. These awards vested immediately. Stock Options A summary of our stock option activity under the 2018 Plan and related information is as follows: Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding as of December 31, 2022 87,500 $ 1.43 5.6 $ — Granted — — Exercised — — Forfeited — — Outstanding as of March 31, 2023 87,500 $ 1.43 5.4 $ — Exercisable as of March 31, 2023 87,500 $ 1.43 5.4 $ — 2018 Employee Stock Purchase Plan We use a Black-Scholes option pricing model to determine the fair value of shares to be purchased under the 2018 ESPP. Stock-based compensation expense related to our 2018 ESPP for the three months ended March 31, 2023 was not significant. There were 1,621,717 and 802,893 shares of common stock available for sale and reserved for issuance as of March 31, 2023 and December 31, 2022, respectively. 2009 Equity Incentive Plan A summary of our 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, 2022 874,279 $ 0.80 4.2 $ 130 Granted — — Exercised (94,748) 0.61 Forfeited — — Outstanding as of March 31, 2023 779,531 $ 0.83 4.5 $ 73 Exercisable as of March 31, 2023 779,138 $ 0.83 4.5 $ 73 For the three months ended March 31, 2023, the aggregate intrinsic value of options exercised was $16 and the total fair value of options vested was not significant. |
Segment and Geographic Informat
Segment and Geographic Information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Segment and Geographic Information Our chief operating decision maker is our Chief Executive Officer ("CEO"). Our CEO reviews operating segment information for purposes of allocating resources and evaluating financial performance. We have determined that the Company operates in a two reporting segments: Phunware and Lyte. Selected information for the Company's operating segments and a reconciliation to the condensed consolidated financial statement amounts are as follows: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Phunware Lyte Consolidated Phunware Lyte Consolidated Net revenues $ 1,345 $ 3,402 $ 4,747 $ 2,492 $ 4,286 $ 6,778 Loss before taxes $ (3,712) $ (557) $ (4,269) $ (14,359) $ (558) $ (14,917) March 31, 2023 December 31, 2022 Phunware Lyte Consolidated Phunware Lyte Consolidated Goodwill $ 25,788 $ 5,348 $ 31,136 $ 25,765 $ 5,348 $ 31,113 Total assets $ 33,476 $ 11,981 $ 45,457 $ 42,349 $ 12,486 $ 54,835 Identifiable long-lived assets attributed to the United States and international geographies are based upon the country in which the asset is located or owned. As of March 31, 2023 and December 31, 2022, all of our identifiable long-lived assets were in the United States. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsOn April 13, 2023, we received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) because the bid price of the Company’s common stock on the Nasdaq Capital Market had closed below $1.00 per share for the previous 30 consecutive business days. The notice from Nasdaq states that, under Nasdaq Listing Rule 5810(c)(3)(A), we have been provided a period of 180 calendar days, or until October 10, 2023 (the “Compliance Date”), to regain compliance with the Bid Price Requirement. To regain compliance, the bid price of our common stock must close at $1.00 per share or more for a minimum of ten consecutive business days. If we fail to regain compliance with the Bid Price Requirement prior to the Compliance Date, the Company may be eligible for an additional 180 calendar day compliance period, provided (i) it meets the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market (except for the Bid Price Requirement), and (ii) it provides written notice to Nasdaq of its intention to cure this deficiency during the second compliance period by effecting a reverse stock split, if necessary. In the event the Company does not regain compliance with the Bid Price Requirement prior to the expiration of the initial period, and if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if we are not otherwise eligible, Nasdaq will provide us with written notification that its securities are subject to delisting from the Nasdaq Capital Market. At that time, we may appeal the delisting determination to a hearings panel. Through May 12, 2023, we sold 221,632 shares of our common stock pursuant to the terms of our At Market Issuance Sales Agreement with Wainwright for aggregate net cash proceeds of $129. Transaction costs were not significant. Through May 12, 2023, vested RSUs covering 428,703 shares of our common stock were released to team members and service providers that related to grants previously awarded to those individuals. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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, 2022 was derived from our 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 our audited consolidated financial statements and the notes thereto for the year ended December 31, 2022, which are referenced herein. The accompanying interim condensed consolidated financial statements as of March 31, 2023 and for the three months ended March 31, 2023 and 2022, 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 our financial position as of March 31, 2023 and the results of operations for the three months ended March 31, 2023 and 2022, and cash flows for the three months ended March 31, 2023 and 2022. The results for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim period. Certain reclassifications have been made to to the presentation for the three months ended March 31, 2022. Gain on sale of digital assets for the three months ended March 31, 2022, which was previously included in Other income, net in the condensed consolidated statement of operations and comprehensive loss and Other adjustments in the statement of cash flows has been reclassified to Gain on sale of digital assets in each respective financial statement. |
Going Concern | Going Concern Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern requires management to evaluate whether conditions and/or events raise substantial doubt about our 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 initial evaluation shall 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. We have a history of net losses since our inception. For the three months ended March 31, 2023, we incurred a net loss of $4,269, used $7,382 in cash for operations and have a working capital deficiency. The foregoing conditions raise substantial doubt about our ability to meet our financial obligations as they become due. In performing the next step of our going concern assessment, we are required to evaluate whether our plans to mitigate the conditions above alleviate the substantial doubt. Our assessment included the preparation of a detailed cash forecast that included projected cash inflows and outflows. We continue to focus on growing our revenues, and accordingly, we expect operating expenditures to exceed future revenue for the foreseeable future. Future plans may include reducing operating expenses, liquidating our digital asset holdings, sales of our common stock under a sales agreement in an at-the-market offering, and issuing additional shares of common stock, preferred stock, warrants or units pursuant to an effective shelf registration statement. Despite a history of successfully implementing similar plans, these sources of working capital are not currently assured, and consequently do not sufficiently mitigate the risks and uncertainties disclosed above. There can be no assurance that we will be able to obtain additional funding on satisfactory terms or at all. In addition, no assurance can be given that any such financing, if obtained, will be adequate to meet our capital needs and support our growth. If additional funding cannot be obtained on a timely basis and on satisfactory terms, our operations would be materially negatively impacted. We have therefore concluded there is substantial doubt about our ability to continue as a going concern through one year from the issuance of these financial statements. |
Recently Adopted Accounting Pronouncements and Recent Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 introduces a model based on expected losses for most financial assets and certain other instruments. In addition, for available-for-sale debt securities with unrealized losses, the losses will be recognized as allowances rather than reductions in the amortized cost of the securities. We adopted this new standard effective January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on our condensed consolidated financial statements and disclosures. Recent Accounting Pronouncements Not Yet Adopted In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815 – 40) , (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 is effective for smaller reporting companies for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. As the Company does not currently have any debt with conversion features outstanding, we do not expect the adoption of ASU 2020-06 to have a material impact on our condensed consolidated financial statements and disclosures. |
Use of Estimates | Use of EstimatesThe preparation of financial statements in conformity with U.S. GAAP requires us to make certain estimates and assumptions that affect the reported amounts in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates and such differences could be material. |
Risks and Uncertainties | Risks and Uncertainties Regulation governing blockchain technologies, cryptocurrencies, digital assets, digital asset exchanges, utility tokens, security tokens and offerings of digital assets is uncertain, and new regulations or policies may materially adversely affect the development and the value of our tokens and token ecosystem. Regulation of digital assets, like PhunCoin and PhunToken, cryptocurrencies, blockchain technologies and digital asset exchanges, is evolving and likely to continue to evolve. Regulation also varies significantly among international, federal, state and local jurisdictions and is subject to significant uncertainty. Various legislative and executive bodies in the United States and in other countries may in the future adopt laws, regulations, or guidance, or take other actions, which may severely impact the permissibility of tokens generally and the technology behind them or the means of transaction or in transferring them. Any such laws, regulations, guidance or other actions could adversely affect our ability to maintain PhunCoin and PhunToken, which could have a material adverse effect on our operations and financial condition. Failure by us to comply with any such laws and regulations, some of which may not exist yet or are subject to interpretation and may be subject to change, could also result in a material adverse effect on our operations and financial condition. |
Concentrations of Credit Risk | Concentrations of Credit Risk Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, trade accounts receivable and our digital asset holdings. Although we limit our exposure to credit loss by depositing our cash with established financial institutions that management believes have good credit ratings and represent minimal risk of loss of principal, our deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable, and we believe the carrying value approximates fair value. There is currently no clearing house for our digital assets, including our bitcoin holdings, nor is there a central or major depository for the custody of our digital assets. There is a risk that some or all of our digital asset holdings could be lost or stolen. There can be no assurance that the custodians will maintain adequate insurance or that such coverage will cover losses with respect to our digital asset holdings. Further, transactions denominated in digital assets are irrevocable. Stolen or incorrectly transferred digital assets may be irretrievable. As a result, any incorrectly executed transactions could adversely our financial condition. The aggregate cost basis (prior to impairment) of our digital asset holdings was $8,817 and $37,737 at March 31, 2023 and December 31, 2022, respectively. |
Loss per Common Share | Loss per Common ShareBasic 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. Diluted loss per common share is computed by giving effect to all potential shares of common stock, including those related to our outstanding warrants and stock equity plans, to the extent dilutive. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for all periods presented. |
Fair Value Measurements | Fair Value Measurements We follow the guidance in ASC 820, Fair Value Measurement , to measure certain assets and liabilities on a recurring and nonrecurring 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. We use 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). |
Supplemental Information (Table
Supplemental Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedules of Concentration Risk | The following table sets forth our concentration of accounts receivable, net of specific allowances for doubtful accounts. March 31, 2023 December 31, 2022 Customer A 39 % 23 % Customer B 14 % — % |
Schedule of Inventory | Our inventory balance on the dates presented consisted of the following: March 31, 2023 December 31, 2022 Raw materials $ 2,681 $ 2,968 Work-in-process 82 — Finished goods 38 50 Other 6 30 Inventory reserve (136) (268) Total inventory $ 2,671 $ 2,780 |
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: Three Months Ended March 31, 2023 2022 Warrants 6,632,561 5,636,801 Options 867,031 897,229 Restricted stock units 5,480,225 3,480,102 Total 12,979,817 10,014,132 |
Schedule of Financial Instruments Measured at Fair Value | Our assets and liabilities measured at fair value on a recurring basis as of March 31, 2023 are set forth below: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ 3 $ — $ 3 Total $ — $ 3 $ — $ 3 Our financial instruments measured at fair value on a recurring basis as of December 31, 2022 are set forth below: Level 1 Level 2 Level 3 Total Liabilities: Warrant liability $ — $ 256 $ — $ 256 Total $ — $ 256 $ — $ 256 |
Schedule of Calculated Aggregate Fair Values and Assumptions | The following table sets forth the assumptions used to calculate the fair values of the liability classified warrant issued in connection with our 2020 Convertible Notes as of the dates presented: March 31, 2023 December 31, 2022 Strike price per share $ 1.42 $ 1.42 Closing price per share $ 0.71 $ 0.77 Term (years) 0.28 0.53 Volatility 57 % 102 % Risk-free rate 4.97 % 4.70 % Dividend Yield — — |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The following table sets forth our net revenues by category: Three Months Ended March 31, 2023 2022 Platform revenue $ 1,345 $ 2,492 Hardware revenue 3,402 4,286 Net revenues $ 4,747 $ 6,778 |
Schedule of Deferred Revenue | Our deferred revenue balance consisted of the following: March 31, 2023 December 31, 2022 Current deferred revenue Platform revenue $ 1,405 $ 1,531 Hardware revenue 107 1,373 Total current deferred revenue $ 1,512 $ 2,904 Non-current deferred revenue Platform revenue $ 1,072 $ 1,274 Total non-current deferred revenue $ 1,072 $ 1,274 Total deferred revenue $ 2,584 $ 4,178 |
Digital Assets (Tables)
Digital Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Digital Asset Holdings | The following table set forth our digital asset holdings as of March 31, 2023: Asset Gross Carrying Amount Accumulated Digital Asset Impairment Digital Asset Carrying Bitcoin $ 6,177 $ (4,267) $ 1,910 Ether 1,391 (1,060) $ 331 Other 1,249 (960) $ 289 Total $ 8,817 $ (6,287) $ 2,530 The following table sets forth our digital asset holdings as of December 31, 2022: Asset Gross Carrying Amount Accumulated Digital Asset Impairment Digital Asset Carrying Bitcoin $ 34,994 $ (25,534) $ 9,460 Ether 1,506 (1,156) 350 Other 1,237 (910) 327 Total $ 37,737 $ (27,600) $ 10,137 Gross carrying amount and accumulated digital asset impairment noted above represent carrying amount and impairment, respectively, on the remaining cost lots as of the respective dates. Changes in our digital asset holdings for three months ended March 31, 2023 were as follows: Bitcoin Ethereum Other Total Net balance at December 31, 2022 $ 9,460 $ 350 $ 327 $ 10,137 Received from customers, net of expenses — — 19 19 Exchanges of digital assets — 7 (7) — Disposal proceeds (10,739) (51) — (10,790) Gain on sale of digital assets 3,189 25 — 3,214 Impairment expense — — (50) (50) Net balance at March 31, 2023 $ 1,910 $ 331 $ 289 $ 2,530 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Summary of Future Minimum Annual Lease Obligations | Future minimum lease obligations are set forth below: Future minimum lease obligations years ending December 31, Lease 2023 (Remainder) $ 951 2024 1,305 2025 929 2026 744 2027 508 Thereafter — $ 4,437 Less: Portion representing interest (628) $ 3,809 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Stockholders' Equity Attributable to Parent [Abstract] | |
Summary of Warrant Activity by Warrant Type | A summary of our outstanding warrants is set forth below: March 31, 2023 December 31, 2022 Warrant Type Cash Exercise Number of warrants Cash Exercise Number of warrants 2020 Convertible Note warrant $ 1.42 2,811,315 $ 1.42 2,811,315 Common stock warrants (Series F) $ 9.22 377,402 $ 9.22 377,402 Public warrants (PHUNW) $ 11.50 1,761,291 $ 11.50 1,761,291 Private placement warrants $ 11.50 1,658,381 $ 11.50 1,658,381 Unit purchase option warrants $ 11.50 24,172 $ 11.50 24,172 Total 6,632,561 6,632,561 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Compensation costs that have been included in our condensed consolidated statements of operations and comprehensive loss for all stock-based compensation arrangements is set forth below: Three Months Ended March 31, Stock-based compensation 2023 2022 Cost of revenues $ 253 $ 46 Sales and marketing 97 18 General and administrative 859 472 Research and development 153 28 Total stock-based compensation $ 1,362 $ 564 |
Summary of Restricted Stock Unit Activity | A summary of our restricted stock unit activity under the 2018 Plan for the three months ended March 31, 2023 is set forth below: Shares Weighted Average Grant Date Fair Value Outstanding as of December 31, 2022 2,957,995 $ 1.75 Granted 2,293,704 0.92 Released (1,221,562) 0.97 Forfeited (20,500) 2.69 Outstanding as of March 31, 2023 4,009,637 $ 1.37 |
Summary of Stock Option Activity | A summary of our stock option activity under the 2018 Plan and related information is as follows: Number of Shares Weighted Average Weighted Average Aggregate Intrinsic Outstanding as of December 31, 2022 87,500 $ 1.43 5.6 $ — Granted — — Exercised — — Forfeited — — Outstanding as of March 31, 2023 87,500 $ 1.43 5.4 $ — Exercisable as of March 31, 2023 87,500 $ 1.43 5.4 $ — A summary of our 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, 2022 874,279 $ 0.80 4.2 $ 130 Granted — — Exercised (94,748) 0.61 Forfeited — — Outstanding as of March 31, 2023 779,531 $ 0.83 4.5 $ 73 Exercisable as of March 31, 2023 779,138 $ 0.83 4.5 $ 73 |
Segment and Geographic Inform_2
Segment and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of Select Information of Company's Segments | Selected information for the Company's operating segments and a reconciliation to the condensed consolidated financial statement amounts are as follows: Three Months Ended March 31, 2023 Three Months Ended March 31, 2022 Phunware Lyte Consolidated Phunware Lyte Consolidated Net revenues $ 1,345 $ 3,402 $ 4,747 $ 2,492 $ 4,286 $ 6,778 Loss before taxes $ (3,712) $ (557) $ (4,269) $ (14,359) $ (558) $ (14,917) March 31, 2023 December 31, 2022 Phunware Lyte Consolidated Phunware Lyte Consolidated Goodwill $ 25,788 $ 5,348 $ 31,136 $ 25,765 $ 5,348 $ 31,113 Total assets $ 33,476 $ 11,981 $ 45,457 $ 42,349 $ 12,486 $ 54,835 |
The Company and Basis of Pres_2
The Company and Basis of Presentation (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Net loss | $ (4,269) | $ (14,917) |
Net cash used in operating activities | $ (7,382) | $ (10,171) |
Supplemental Information- Narra
Supplemental Information- Narrative (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Digital Assets | ||
Product Information [Line Items] | ||
Aggregate cost basis of digital currency holdings | $ 8,817 | $ 37,737 |
Supplemental Information- Sched
Supplemental Information- Schedule of Concentration Risk (Details) - Accounts Receivable - Customer Concentration Risk | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Customer A | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 39% | 23% |
Customer B | ||
Product Information [Line Items] | ||
Concentration risk (as a percent) | 14% | 0% |
Supplemental Information- Sch_2
Supplemental Information- Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 2,681 | $ 2,968 |
Work-in-process | 82 | 0 |
Finished goods | 38 | 50 |
Other | 6 | 30 |
Inventory reserve | (136) | (268) |
Total inventory | $ 2,671 | $ 2,780 |
Supplemental Information- Sch_3
Supplemental Information- Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 12,979,817 | 10,014,132 |
Warrants | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,632,561 | 5,636,801 |
Options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 867,031 | 897,229 |
Restricted stock units | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share (in shares) | 5,480,225 | 3,480,102 |
Supplemental Information- Sch_4
Supplemental Information- Schedule of Financial Instruments Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 3 | $ 256 |
Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 3 | 256 |
Total | 3 | 256 |
Level 1 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Total | 0 | 0 |
Level 2 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 3 | 256 |
Total | 3 | 256 |
Level 3 | Fair Value, Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | 0 | 0 |
Total | $ 0 | $ 0 |
Supplemental Information- Sch_5
Supplemental Information- Schedule of Calculated Aggregate Fair Values and Assumptions (Details) - Warrants | Mar. 31, 2023 $ / shares | Dec. 31, 2022 $ / shares | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||
Warrant, term (in years) | 3 years | ||
Strike price per share | |||
Class of Warrant or Right [Line Items] | |||
Warrant liability, measurement input | 1.42 | 1.42 | |
Closing price per share | |||
Class of Warrant or Right [Line Items] | |||
Warrant liability, measurement input | 0.71 | 0.77 | |
Term (years) | |||
Class of Warrant or Right [Line Items] | |||
Warrant, term (in years) | 3 months 10 days | 6 months 10 days | |
Volatility | |||
Class of Warrant or Right [Line Items] | |||
Warrant liability, measurement input | 0.57 | 1.02 | |
Risk-free rate | |||
Class of Warrant or Right [Line Items] | |||
Warrant liability, measurement input | 0.0497 | 0.0470 | |
Dividend Yield | |||
Class of Warrant or Right [Line Items] | |||
Warrant liability, measurement input | 0 | 0 |
Revenue - Disaggregation of Rev
Revenue - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 4,747 | $ 6,778 |
Platform revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | 1,345 | 2,492 |
Hardware revenue | ||
Disaggregation of Revenue [Line Items] | ||
Net revenues | $ 3,402 | $ 4,286 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) $ in Thousands, phunToken in Millions | 3 Months Ended | ||
Mar. 31, 2023 USD ($) phunToken | Mar. 31, 2022 USD ($) phunToken | Dec. 31, 2022 phunToken | |
Disaggregation of Revenue [Line Items] | |||
Deferred revenue recognized | $ | $ 2,133 | ||
Remaining performance obligation | $ | $ 5,696 | ||
Number of PhunToken sold (in shares) | phunToken | 115.8 | ||
Proceeds from sale of PhunToken | $ | $ 973 | ||
PhunToken issued (in shares) | phunToken | 377.2 | 377.2 | |
PhunToken authorized (in shares) | phunToken | 10,000 | ||
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2023-04-01 | |||
Disaggregation of Revenue [Line Items] | |||
Percent of revenue expected to be recognized over next 12 months (as a percent) | 42% | ||
Remaining performance obligation, expected timing (in months) | 12 months | ||
Geographic Concentration Risk | Sales Revenue, Net | United States | |||
Disaggregation of Revenue [Line Items] | |||
Concentration risk, percentage | 100% | 95% |
Revenue - Deferred Revenue (Det
Revenue - Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Product Information [Line Items] | ||
Total current deferred revenue | $ 1,512 | $ 2,904 |
Total non-current deferred revenue | 1,072 | 1,274 |
Total deferred revenue | 2,584 | 4,178 |
Platform revenue | ||
Product Information [Line Items] | ||
Total current deferred revenue | 1,405 | 1,531 |
Total non-current deferred revenue | 1,072 | 1,274 |
Hardware revenue | ||
Product Information [Line Items] | ||
Total current deferred revenue | $ 107 | $ 1,373 |
Digital Assets - Narrative (Det
Digital Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Digital asset holdings, fair value | $ 4,708 | |
Impairment of digital assets | $ 50 | $ 9,353 |
Digital Assets - Schedule of Di
Digital Assets - Schedule of Digital Asset Holdings (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,817 | $ 37,737 |
Accumulated Digital Asset Impairment | (6,287) | (27,600) |
Digital Asset Carrying Value | 2,530 | 10,137 |
Bitcoin | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 6,177 | 34,994 |
Accumulated Digital Asset Impairment | (4,267) | (25,534) |
Digital Asset Carrying Value | 1,910 | 9,460 |
Ether | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,391 | 1,506 |
Accumulated Digital Asset Impairment | (1,060) | (1,156) |
Digital Asset Carrying Value | 331 | 350 |
Other | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,249 | 1,237 |
Accumulated Digital Asset Impairment | (960) | (910) |
Digital Asset Carrying Value | $ 289 | $ 327 |
Digital Assets - Schedule of Ch
Digital Assets - Schedule of Changes in Digital Asset Holdings (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Indefinite-Lived Intangible Assets [Roll Forward] | ||
Beginning balance | $ 10,137 | |
Received from customers, net of expenses | 19 | |
Exchanges of digital assets | 0 | |
Disposal proceeds | (10,790) | |
Gain on sale of digital assets | 3,214 | |
Impairment expense | (50) | $ (9,353) |
Ending balance | 2,530 | |
Bitcoin | ||
Indefinite-Lived Intangible Assets [Roll Forward] | ||
Beginning balance | 9,460 | |
Received from customers, net of expenses | 0 | |
Exchanges of digital assets | 0 | |
Disposal proceeds | (10,739) | |
Gain on sale of digital assets | 3,189 | |
Impairment expense | 0 | |
Ending balance | 1,910 | |
Ethereum | ||
Indefinite-Lived Intangible Assets [Roll Forward] | ||
Beginning balance | 350 | |
Received from customers, net of expenses | 0 | |
Exchanges of digital assets | 7 | |
Disposal proceeds | (51) | |
Gain on sale of digital assets | 25 | |
Impairment expense | 0 | |
Ending balance | 331 | |
Other | ||
Indefinite-Lived Intangible Assets [Roll Forward] | ||
Beginning balance | 327 | |
Received from customers, net of expenses | 19 | |
Exchanges of digital assets | (7) | |
Disposal proceeds | 0 | |
Gain on sale of digital assets | 0 | |
Impairment expense | (50) | |
Ending balance | $ 289 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands | 3 Months Ended | ||||
Mar. 15, 2023 USD ($) | Jul. 06, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Debt Instrument [Line Items] | |||||
Interest expense | $ 537 | $ 381 | |||
Notes Payable | 2022 Promissory Note | |||||
Debt Instrument [Line Items] | |||||
Principal amount of note | $ 12,809 | ||||
Original issue discount | 492 | 745 | $ 295 | ||
Other issuance costs | 522 | ||||
Proceeds from issuance of debt | 11,795 | ||||
Monthly amortization payments | $ 1,566 | ||||
Debt amount increase (as a percent) | 0.0185 | ||||
Prepayment outstanding (as a percent) | 110% | ||||
Compensation agreed to be paid (as a percent) | 5% | ||||
Debt instrument, increase in outstanding balance (as a percent) | 1.85% | ||||
Monthly amortization payments | $ 1,769 | ||||
Effective interest rate (as a percent) | 34.98% | ||||
Long-term debt | $ 6,432 | $ 9,962 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Leases [Abstract] | ||
Lease expense | $ 325 | $ 204 |
Weighted-average remaining lease term | 3 years 9 months 18 days |
Leases - Future Minimum Lease O
Leases - Future Minimum Lease Obligations (Details) $ in Thousands | Mar. 31, 2023 USD ($) |
Leases [Abstract] | |
2023 (Remainder) | $ 951 |
2024 | 1,305 |
2025 | 929 |
2026 | 744 |
2027 | 508 |
Thereafter | 0 |
Total lease payments | 4,437 |
Less: Portion representing interest | (628) |
Operating lease liabilities | $ 3,809 |
Stockholders' Equity - Narrativ
Stockholders' Equity - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | ||||||||
Feb. 01, 2022 | Jan. 31, 2022 | Mar. 31, 2023 | Jan. 05, 2023 | Dec. 31, 2022 | Apr. 30, 2022 | Oct. 31, 2021 | Feb. 28, 2021 | Dec. 31, 2020 | Oct. 27, 2020 | |
Class 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 | ||||||||
Common stock, shares outstanding (in shares) | 104,007,810 | 103,153,337 | ||||||||
Common stock, shares issued (in shares) | 104,469,310 | 103,153,337 | ||||||||
Stock repurchase program authorized shares | 5,000,000 | |||||||||
Stock repurchased (in shares) | 461,500 | 0 | ||||||||
Aggregate repurchase price | $ 475 | $ 0 | ||||||||
Number of warrants (in shares) | 6,632,561 | 6,632,561 | ||||||||
Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Warrant, term | 3 years | |||||||||
Number of warrants (in shares) | 2,811,315 | 3,840,000 | 2,160,000 | 2,160,000 | ||||||
Exercise price per share (in dollars per share) | $ 1.4246 | |||||||||
Additional warrant shares registered (as a percent) | 250% | |||||||||
Common Stock | Warrants | ||||||||||
Class of Stock [Line Items] | ||||||||||
Exercise price per share (in dollars per share) | $ 2.25 | $ 4 | ||||||||
At Market Issuance Sales Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | |||||||||
Aggregate offering price | $ 100,000 | |||||||||
Aggregate net proceeds received | $ 200 | |||||||||
Wainwright Sales Agreement | ||||||||||
Class of Stock [Line Items] | ||||||||||
Aggregate offering price | $ 95,400 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Class of Warrant or Right [Line Items] | ||
Number of warrants (in shares) | 6,632,561 | 6,632,561 |
2020 Convertible Note warrant | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share (in dollars per share) | $ 1.42 | $ 1.42 |
Number of warrants (in shares) | 2,811,315 | 2,811,315 |
Common stock warrants (Series F) | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share (in dollars per share) | $ 9.22 | $ 9.22 |
Number of warrants (in shares) | 377,402 | 377,402 |
Public warrants (PHUNW) | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share (in dollars per share) | $ 11.50 | $ 11.50 |
Number of warrants (in shares) | 1,761,291 | 1,761,291 |
Private placement warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share (in dollars per share) | $ 11.50 | $ 11.50 |
Number of warrants (in shares) | 1,658,381 | 1,658,381 |
Unit purchase option warrants | ||
Class of Warrant or Right [Line Items] | ||
Exercise price per share (in dollars per share) | $ 11.50 | $ 11.50 |
Number of warrants (in shares) | 24,172 | 24,172 |
Stock-Based Compensation - Comp
Stock-Based Compensation - Compensation Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 1,362 | $ 564 |
Cost of revenues | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 253 | 46 |
Sales and marketing | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 97 | 18 |
General and administrative | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | 859 | 472 |
Research and development | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total stock-based compensation | $ 153 | $ 28 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | 21 Months Ended | ||
Dec. 28, 2023 shares | May 12, 2023 shares | Mar. 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 28, 2025 quarter | Jan. 31, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate intrinsic value of options exercised | $ | $ 16,000 | |||||
Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units awards grant date fair value (in dollars per share) | $ / shares | $ 1.37 | $ 1.75 | ||||
Number of shares vested | 1,221,562 | |||||
Number of shares granted | 2,293,704 | |||||
Restricted stock units | Subsequent Event | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares vested | 428,703 | |||||
Restricted stock units | Team Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock units awards grant date fair value (in dollars per share) | $ / shares | $ 0.92 | $ 0.93 | ||||
Number of shares granted | 1,921,000 | 372,704 | ||||
Phunware Inc 2022 Inducement Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock compensation expense | $ | $ 1,176,000 | |||||
Weighed-average period of costs amortized | 2 years 9 months 18 days | |||||
Phunware Inc 2022 Inducement Plan | Restricted stock units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | 1,470,588 | |||||
Restricted stock units awards grant date fair value (in dollars per share) | $ / shares | $ 0.87 | |||||
Phunware Inc 2022 Inducement Plan | Restricted stock units | Subsequent Event | Forecast | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting of award (as a percent) | 33.33% | |||||
Number of shares vested | 490,196 | |||||
Number of installments period | quarter | 8 | |||||
2018 Stock Option and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock compensation expense | $ | $ 4,607,000 | |||||
Weighed-average period of costs amortized | 1 year 10 months 24 days | |||||
Issuance of common stock shares (in shares) | 779,531 | |||||
Common stock reserved for issuance (in shares) | 7,267,124 | 4,382,662 | ||||
2018 Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock compensation expense | $ | $ 295,000 | |||||
Weighed-average period of costs amortized | 1 year 8 months 12 days | |||||
Common stock reserved for issuance (in shares) | 1,621,717 | 802,893 | ||||
2009 Stock Option and Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized stock compensation expense | $ | $ 400 | |||||
Weighed-average period of costs amortized | 6 months |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Unit Activity (Details) - Restricted stock units | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Shares | |
Outstanding, beginning balance (in shares) | shares | 2,957,995 |
Granted (in shares) | shares | 2,293,704 |
Released (in shares) | shares | (1,221,562) |
Forfeited (in shares) | shares | (20,500) |
Outstanding, ending balance (in shares) | shares | 4,009,637 |
Weighted Average Grant Date Fair Value | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 1.75 |
Granted (in dollars per share) | $ / shares | 0.92 |
Released (in dollars per share) | $ / shares | 0.97 |
Forfeited (in dollars per share) | $ / shares | 2.69 |
Outstanding, ending balance (in dollars per share) | $ / shares | $ 1.37 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
2018 Stock Option and Incentive Plan | ||
Number of Shares | ||
Beginning balance (in shares) | 87,500 | |
Granted (in shares) | 0 | |
Exercised (in shares) | 0 | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 87,500 | 87,500 |
Options exercisable (in shares) | 87,500 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 1.43 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 1.43 | $ 1.43 |
Options exercisable (in dollars per share) | $ 1.43 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding | 5 years 4 months 24 days | 5 years 7 months 6 days |
Exercisable | 5 years 4 months 24 days | |
Aggregate Intrinsic Value | ||
Outstanding | $ 0 | $ 0 |
Exercisable | $ 0 | |
2009 Equity Incentive Plan | ||
Number of Shares | ||
Beginning balance (in shares) | 874,279 | |
Granted (in shares) | 0 | |
Exercised (in shares) | (94,748) | |
Forfeited (in shares) | 0 | |
Ending balance (in shares) | 779,531 | 874,279 |
Options exercisable (in shares) | 779,138 | |
Weighted Average Exercise Price | ||
Beginning balance (in dollars per share) | $ 0.80 | |
Granted (in dollars per share) | 0 | |
Exercised (in dollars per share) | 0.61 | |
Forfeited (in dollars per share) | 0 | |
Ending balance (in dollars per share) | 0.83 | $ 0.80 |
Options exercisable (in dollars per share) | $ 0.83 | |
Weighted Average Remaining Contractual Term (years) | ||
Outstanding | 4 years 6 months | 4 years 2 months 12 days |
Exercisable | 4 years 6 months | |
Aggregate Intrinsic Value | ||
Outstanding | $ 73 | $ 130 |
Exercisable | $ 73 |
Segment and Geographic Inform_3
Segment and Geographic Information - Narrative (Details) | 3 Months Ended |
Mar. 31, 2023 segment | |
Segment Reporting [Abstract] | |
Number of operating segments | 2 |
Segment and Geographic Inform_4
Segment and Geographic Information - Select Information of Company's Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Segment Reporting Information [Line Items] | |||
Net revenues | $ 4,747 | $ 6,778 | |
Loss before taxes | (4,269) | (14,917) | |
Goodwill | 31,136 | $ 31,113 | |
Total assets | 45,457 | 54,835 | |
Phunware | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 1,345 | 2,492 | |
Loss before taxes | (3,712) | (14,359) | |
Goodwill | 25,788 | 25,765 | |
Total assets | 33,476 | 42,349 | |
Lyte | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 3,402 | 4,286 | |
Loss before taxes | (557) | $ (558) | |
Goodwill | 5,348 | 5,348 | |
Total assets | $ 11,981 | $ 12,486 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | |
Feb. 01, 2022 | May 12, 2023 | Mar. 31, 2023 | May 12, 2023 | |
Restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Number of shares vested | 1,221,562 | |||
At Market Issuance Sales Agreement | ||||
Subsequent Event [Line Items] | ||||
Aggregate net proceeds received | $ 200 | |||
Subsequent Event | Restricted stock units | ||||
Subsequent Event [Line Items] | ||||
Number of shares vested | 428,703 | |||
Subsequent Event | At Market Issuance Sales Agreement | ||||
Subsequent Event [Line Items] | ||||
Number of shares sold | 221,632 | |||
Aggregate net proceeds received | $ 129 |