Phunware, Inc. Annual report pursuant to Section 13 and 15(d)

Annual report pursuant to Section 13 and 15(d)

Goodwill and Other Intangible Assets

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2022

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill

Changes in the Company’s goodwill balance for the years ended December 31, 2022 and 2021, are summarized in the table below:


	2022		2021
Balance, beginning of period	$	33,260	$	25,900
Acquisition of Lyte	35		7,374
Foreign currency translation	(121)		(14)
Impairment of goodwill	(2,061)		—
Balance, end of period	$	31,113	$	33,260

We test goodwill for impairment annually during the fourth quarter, or more frequently when events or changes in circumstances indicate that the fair value is below its carrying value.

We performed quantitative testing on our Lyte reporting unit as of October 1, 2022, using a combination of the discounted cash flow (income approach) utilizing Level 3 unobservable inputs and the Guideline Public Company Method (market approach). Based on the analysis performed, we concluded that the carrying amount of the reporting unit exceeded its fair value resulting in a non-cash goodwill impairment charge of $2,061 included in Impairment of goodwill in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. Higher than expected losses during our first full year of operations of Lyte resulted in the impairment.

We also performed quantitative testing on our Phunware reporting unit as of October 1, 2022, and determined that no further goodwill impairments existed.

The goodwill impairment analysis referenced above used the discounted cash flow model (income approach) utilizing Level 3 unobservable inputs. Significant assumptions in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate and the tax rate. Estimates of future cash flows are based on current regulatory and economic climates, recent operating results, and planned business strategies. These estimates could be negatively affected by changes in federal, state, or local regulations or economic downturns. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from estimates. If the Company’s ongoing estimates of future cash flows are not met or if discount rates change, the Company may have to record additional impairment charges in future periods. We also used the Guideline Public Company Method (market approach). The significant assumptions used in this analysis include, but are not limited to, the derived multiples from comparable market transactions and other market data. The selection of comparable businesses is based on the markets in which the reporting unit operates giving consideration to risk profiles, size, geography, and diversity of products. We applied an overall probability-weighting to the income and market approaches to determine the concluded fair value of the reporting unit. We believe the current assumptions and estimates utilized in the income and market approaches are both reasonable and appropriate.

Intangible Assets

Our intangible assets, excluding goodwill, consist of intangible assets acquired in business combinations and were recorded at their estimated fair values on the date of acquisition. The finite-lived intangible assets that are being amortized are summarized in the table below:


	Weighted Average Useful Life (years)	December 31, 2022						December 31, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade name	5.0	$	3,986	$	(1,462)	$	2,524	$	3,990	$	(799)	$	3,191
Acquired technology	5.1	4,828		(4,828)		—		4,828		(4,828)		—
In-process research and development	5.0	94		(94)		—		94		(94)		—
Customer relationships	5.7	4,535		(4,535)		—		4,626		(4,604)		22
Order backlog	1.5	329		(329)		—		329		(329)		—
		$	13,772	$	(11,248)	$	2,524	$	13,867	$	(10,654)	$	3,213

Amortization expense for the years ended December 31, 2022 and 2021, was approximately $689 and $238, respectively.

Expected future annual amortization expense for finite-lived intangible assets is as follows:


Future amortization expense for the years ending December 31,	Amortization
2023	$	668
2024	668
2025	668
2026	520

Total	$	2,524