Annual report pursuant to Section 13 and 15(d)

Business Combination

v3.23.1
Business Combination
 12 Months Ended
Dec. 31, 2022
Business Combination and Asset Acquisition [Abstract]  
Business Combination Business Combination
On October 18, 2021, we consummated the acquisition of 100% of the outstanding equity shares of Lyte, in which we paid to the seller of Lyte consideration in the form of cash and shares of our common stock valued at approximately $10.5 million. This acquisition was accounted for using the acquisition method of accounting and, accordingly, assets acquired, liabilities assumed and consideration exchanged was recorded at estimated fair values on the date of acquisition.
The following table summarizes our current allocation of the October 18, 2021 purchase price:

Initial Allocation
 Adjustments Final Allocation
Cash $ 4  $ —  $ 4 
Inventory 1,687 — 1,687
Intangible assets 3,340 — 3,340
Accrued expenses — (436) (436)
Deferred revenue (1,369) (35) (1,404)
Goodwill 6,937 35 6,972
Total purchase price 10,599  (436) 10,163 
Fair value adjustments 382  —  382 
Total consideration paid $ 10,981  $ (436) $ 10,545 

The initial fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed were based on management’s estimates and assumptions at the time of acquisition. Fair values are subject to refinement for up to one year after the closing date as additional information regarding the closing date fair values becomes available. The trade name represents the rights to the "Lyte Technology, Inc." brand name, which we believe is well known in the marketplace. The useful life of the identified amortizable intangible assets acquired is five years. Goodwill was recorded to reflect the excess purchase consideration over net assets acquired and primarily consists of the future economic benefits that we expect to receive as a result of the acquisition. The amount of goodwill expected to be deductible for federal and state income tax purposes is $437. Consideration paid to the seller included $382 of fair value adjustments, which were recorded in Other expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2022. Expenses we incurred as a result of the acquisition of Lyte were not material and recorded in general and administrative expenses in our consolidated statement of operations and comprehensive loss for the year ended December 31, 2021.
During 2021 and 2022, we paid to the seller of Lyte cash and stock consideration at various dates, including a final payment for an earn-out provision in October 2022 for the achievement of certain revenue milestones in the first year following closing, as provided in the stock purchase agreement.
For the year ended December 31, 2021, we generated computer hardware revenue of $3,095 and an operating loss of $609, since the acquisition closing date. The following table summarizes the unaudited pro forma condensed financial information of Phunware, Inc for the year ended December 31, 2021 as if the acquisition of Lyte had occurred on January 1, 2021:

Year Ended December 31, 2021
(in thousands) (unaudited)
Net revenues $ 18,175 
Net loss (53,935)