Good afternoon, ladies and gentlemen. Welcome to Phunware’s Third Quarter 2021 Investor Conference Call. Currently, all participants are in a listen-only mode. Joining me today are Alan S. Knitowski, President, Chief Executive Officer and Co-Founder; Randall Crowder, Chief Operating Officer; and Matt Aune, Chief Financial Officer.

The format today will include prepared remarks by Alan, Matt and Randall, followed by a question-and-answer session. As a reminder, today’s discussion will include forward-looking statements.

These forward-looking statements, including any such statements referring to the potential effects or impact of the COVID-19 pandemic reflects current views as of today, and are based on various assumptions that are subject to risks and uncertainties disclosed in the risk factors section of our SEC filings.

Actual results may differ materially, and undue reliance should not be placed on them. Additionally, the matters being discussed today may include non-GAAP financial measures.

Reconciliation of GAAP to non-GAAP financial information is set forth in the earnings press release, which is available on the Investor Relations section of Phunware’s website at investors.phunware.com.

I further encourage you to visit investors.phunware.com to access not only the earnings press release, but also the current investor presentation, SEC filings and additional collateral on Phunware. At this time, I would like to turn things over to Phunware President, CEO, and Co-Founder, Alan Knitowski. Sir, please proceed..

Thank you very much, and welcome to our third quarter 2021 investor conference call. As a reminder, Phunware is nearly a 13-year old technology company, focused on the intersection of mobile, cloud, big data and blockchain with business-to-business, business-to-government and business-to-consumer customers worldwide.

Our core mission is to create a Phunware ID for every human being on Earth that has a device touching a network that is connected to their favorite brands, applications and venues that just happened to run Phunware software or intersect with our cloud-based infrastructure.

On one side, we provide our B2B and B2G customers with everything they need to succeed on mobile, including the products, solutions, data and services for their digital transformation needs on Apple iOS and Google Android devices and applications.

On the other side, we provide our B2C customers with the hardware systems, software and cryptocurrency services needed for their engagement and incentivize participation in high performance gaming, streaming, trading, cryptocurrency mining and personal productivity computing.

Central to these efforts are our enterprise cloud platform for mobile called MaaS or Multiscreen-as-a-Service, which is available for licensing under a SaaS business model over one to five-year contract periods worldwide.

And our PhunToken and PhunCoin loyalty and rewards cryptocurrency ecosystem, which is facilitated transactionally with our PhunWallet mobile applications and connects to the Ethereum blockchain.

The completion of Q3 constituted continued operational momentum for our business, as we further accelerated our MaaS platform vision and adoption across a number of key fronts, including new product introduction, indirect channel expansion, and more than a 50% sequential gain in quarter-over-quarter revenue growth with our customers.

In parallel, the commencement of Q4 subsequently provided even more immediate scale and growth to our business.

As we formally closed our acquisition of Lyte Technology, dramatically improved our balance sheet with more than $65 million in additional cash and guided Q4 revenue growth sequentially quarter-over-quarter to up more than 100% at $5 million or more.

Importantly, and in tandem, we have also seen a material sequential increase in our total bookings and backlog quarter-over-quarter, which will be broken down in further detail by our CFO Matt Aune, in his section of the earnings broadcasts.

In terms of our current operating environment, our core B2B and B2G customers have still not consistently returned to their offices and facilities and remain in a hybrid transition with regards to their employees and contractors safely returning back to work.

We expected cities, states and countries will continue opening on a broader basis throughout the balance of the year, while also understanding that this process will be an ongoing and unpredictable journey that won't happen overnight in light of the shifting myriad of government mandates tied to the ongoing pandemic.

In parallel, our B2C customers are both active and fully engaged, demonstrating strong demand for hardware and cryptocurrency alike, completely independent of what we see within the private and public sectors.

As suggested in previous past quarters and reiterated again here, we are both excited and comforted by the dramatic increase in activity across all aspects of our product and solution offerings for mobile, big data, cryptocurrency, high performance computing and the cloud.

Importantly, this activity encompasses all of our core growth engines rolling forward, including our MaaS cloud, our data driven loyalty marketplace, our secure blockchain enabled token, coin and wallet capabilities, and our high performance computing systems for gaming, streaming, trading, cryptocurrency mining and personal productivity.

The past year was a genesis of a transition in our company's history, as we shifted from a non-recurring low margin transaction business to a far stickier more scalable, recurring high margin SaaS licensing business for our MaaS platform.

In addition to continued enterprise and government interest in our MaaS Digital Front Door solution for healthcare, our MaaS Smart Workplace solution for corporations and our MaaS Smart City solution for cities, we accelerate conversations with customers in sectors that were hit hard by the pandemic, including the hospitality and real estate verticals.

These activities resulted in many new customer wins for our team, including Regent Square, Atlantis, Bahamas, Phoenix Children's Hospital, City of Pasadena, Virginia Hospital Center, and Yavapai Regional Medical Center amongst many others.

In conjunction with growing our portfolio of direct customers like these, we also further expanded our global footprint by amplifying our go to market strategy with indirect sales and channel partners, including Carrier Global Corporation, Cox Communications, Epic, HID Global and Cooper Lighting solutions.

In parallel, we remain extremely excited about the completion of PhunWallet, and the launch and scaling of our blockchain ecosystem powered by PhunCoin and PhunToken.

We are now scaling and monetizing this part of our business and look forward to the accelerated global adoption of the blockchain enabled MaaS Customer Data Platform and MaaS Mobile Loyalty Ecosystem commercially active. We're completely focused on the future and what a post pandemic environment is going to look like for our business.

Also recognizing and appreciating that the last year has represented a very interesting and unique challenge for all of us. We are excited to announce today more than 50% sequential revenue growth quarter-over-quarter from Q2 and also to guide to more than 100% sequential growth quarter-over-quarter for Q4.

We expect to finish the year strong with more than $5 million of Q4 revenues to close 2021. As always, we will continue our core go-to-market strategies centered on direct and indirect agreements and contracts with Fortune 500 customers, especially in the Fortune 100 size range, and governments ranging from local and county to state and federal.

In parallel, we will also dramatically expand our direct-to-consumer channel for B2C engagements across both our high performance computing and cryptocurrency offerings to consumers.

Importantly, and independent of the pandemic, we are extremely excited by a number of developments that have occurred over the past quarter and even more excited by what we see coming in the quarters ahead.

First, we added to our MaaS bookings backlog and deferred revenues for future revenue recognition over one to five-year contract periods that will ultimately provide SaaS revenue recognition over the coming 12 to 16 months going forward.

While these efforts do not provide instant or near term gratification on revenue recognition for our P&L, they importantly demonstrate the ongoing health and expansion of our business and will be broken down in further detail by our CFO in his section of the earnings broadcast.

As a reminder, and with our MaaS sales cycles typically representing two to four months on average, recent and pending customer wins will start appearing in our P&L in the coming reporting periods ahead.

Second, we continue to expand our installed base of Phunware IDs on MaaS to more than 15 billion devices worldwide, including MaaS platform scalability, capable of supporting up to five billion transactions per day, 500,000 transactions per second, and one billion unique devices per month.

With more than one petabyte of data, typically growing at more than five terabytes per day when operating at scale, our MaaS platform now provides a robust customer data platform, inclusive of both a detailed data ontology and a comprehensive knowledge graph for one-to-one interactions and engagements.

And third, we commercially launched our PhunWallet mobile applications on Apple iOS and Google Android in conjunction with our MaaS blockchain ecosystem, all powered by our PhunCoin and PhunToken cryptocurrencies.

While PhunCoin security tokens will only appear on our balance sheet due to their status as a regulated security, PhunToken utility tokens will actually flow transactionally through our P&L as net new and virtually 100% gross margin revenue.

At this time, our CFO, Matt Aune, will go deeper into our third quarter 2021 financial performance as reported, including our recent revenue growth and the dramatic improvements made to our balance sheet year-to-date. Matt, please go ahead..

Thanks, Alan, and good afternoon, everyone. I'd like to thank you all for joining us today for a review of our third quarter 2021 financial performance and our progress on key strategic initiatives. For clarity, I'll be discussing GAAP financial measures, unless otherwise specifically noted.

Our press release, 8-K and website provide a reconciliation of all GAAP to non-GAAP financial results. Net revenues for the third quarter 2021 totaled $2.2 million, which represents 50% growth quarter-over-quarter. Our MaaS platform subscriptions and services customers revenue was $1.8 million, or 85% of total net revenues.

Gross margin was 52.5% compared to 71.3% last year. On a non-GAAP adjusted basis, gross margin was 68.8%, compared to 74.8% in the previous year. As I mentioned on our last earnings call, our margins were previously affected by a customer delay in Q2, which has since been resolved, with the project having been partially delivered in Q3.

We continue to work with this customer to complete the project in Q4 and we're happy to report the initial project deliveries have been stellar. Total operating expense was 5.2 million, roughly flat from last year excluding the charge for legal settlement we took in Q3 of 2020.

Other non-cash operating expense items were stock-based compensation and amortization of intangibles, making up $1.2 million this year, compared to $1.6 million in the prior year. By excluding these one-time and non-cash charges, adjusted operating expense was $4 million compared to $3.6 million last year.

We have invested in our sales and marketing teams' year-over-year and plan to further invest in those areas to fuel our future growth. Non-GAAP adjusted EBITDA loss was $2.5 million compared to $1.3 million last year. Net income was $0.4 million or $0.1 per share compared to $8.6 million net loss or $0.19 per share loss last year.

The main factors driving the change was the full forgiveness of our $2.85 million PPP loan, recognized this quarter, minimal interest expense as we have cleared up our balance sheet, along with the absence of the legal settlement from last year.

Backlog and deferred revenue at the end of the quarter totaled $6.1 million, down from $8 million at the end of last quarter. Reduction in backlog mainly has to do with customer delivery in Q3, along with lighter than expected bookings closing in the quarter, with decisions being pushed to Q4 with a few of our customers.

Moving to the balance sheet, we closed the quarter was just under $1 million in cash and $1.1 million in debt, which is a far cry from where we sit today. Subsequent to the closing of Q3, we raised approximately $62 million from our active At-The-Market, offering with B. Riley Securities and another $4.6 million from warrant exercises.

In addition to the equity raise, the company issued a promissory note to Streeterville Capital borrowing $5.2 million in conjunction with the closing of the Lyte Technology's transaction. With these proceeds we have preemptively paid down the $1.1 million of promissory and convertible notes that would have come due in 2024.

We also announced last week that we purchased an additional 100 Bitcoin for approximately $6.2 million, bringing our total holdings to approximately $129 Bitcoin.

We believe Cryptocurrency will continue to be a large part of our business going forward and having the ability to hold and transact multiple cryptocurrencies, provides flexibility with our own PhunCoin and PhunToken offerings.

We currently accept Bitcoin and Ethereum for PhunToken purchases, and recently announced that we have begun to accept Bitcoin for Lyte by Phunware personal computer purchases. In closing, and I've said previously, the transformation we have gone through in the past 12 months in the face of the COVID-19 pandemic has been remarkable.

We have successfully improved our balance sheet to fully fund our short-term and long-term objectives. Not once in our history as a public company, have we had the ability to say that our balance sheet has stabilized with minimal debt and ample cash for the for the future.

We are finalizing plans for 2022 and look forward to sharing more details on our next earnings call. We will continue to be active with financial conferences and investor meetings in our efforts to tell our story and further strengthen our corporate profile in the capital markets.

The next conferences we will be attending include the Roth 10th Annual Virtual Technology and Inaugural AgTech Answers Virtual Event on November 17th.

And the Ladenburg Thalmann Virtual Technology Expo 2021 on November 18th, we will look to augment the number of one-on-one conversations and meetings with high-class institutional investors at each event, as opportunities present themselves. With that, I would like turn the call over to Randall..

Thanks Matt. During our last earnings call, I discussed our go-to-market strategy, but the activity and attention surrounding our stock over the past few weeks means we have many new shareholders who are less familiar with the company and what we are endeavoring to do.

At a high level, we are a technology company that enables enterprises to engage people contextually. But with our initiatives in data and blockchain, we can help verify and incentivize that contextual engagement.

In a world where many of the products you buy are Amazon-enabled, we are well-positioned to ensure many of your experiences are Phunware-enabled because our platform can get the right content to the right person, on the right screen, at the right time, in the right place to drive profitable behavior.

The reason we are so well-positioned to succeed is because we've been doing this for over 12 years on behalf of some of the most recognized brands in the world, as evidenced by figure one shown here. However, just as important as who we do it for is how we do it.

Enterprises value working with Phunware because our platform approach makes it easier for them to manage numerous vendors and disparate workflows by seamlessly integrating them into a unified ecosystem that is mobile first. Rather than one app to replace them all, we provide one app to rule them all.

Figure two will give you a sense of just how extensive our integration portfolio has become, which makes it more efficient and cost-effective for our customers to deploy solutions specifically tailored to their needs.

For example, we announced during the quarter that we have completed a comprehensive integration with Epic and have been added to the Epic app Orchard Marketplace, which makes it easier for Epic customers to take advantage of our MaaS Digital Front Door for healthcare.

This will help us expand our sales reach since Epic has almost a third of the electronic health record market and more than 40% of all hospital beds.

These integrations also complement our indirect channel strategy, where we work closely with much larger companies like the ones shown in Figure three who are interested in either integrating key features of our platform into their own solutions, or white labeling our off-the-shelf solutions that have been optimized by industry.

This quarter we were thrilled to complete initial sales training and collateral preparation for Carrier, who integrated our MaaS location-based services software into their Blue Diamond platform.

By following the link provided in our earnings call transcript here, you can see our technology in action and how it can seamlessly support corporate campuses, entertainment venues, hospitals, convention centers, and more.

We also announced two notable new indirect channels during the quarter, HID Global, who is a worldwide leader in access control and has integrated our MaaS Smart Workplace solution with HID Origo to increase employee engagement, reduce the number of employee applications their customers must maintain, and simplify each employee's daily experience, as well as Cox Communications, which is the business division of CoxBusiness, who is not only an industry leader in broadband, Internet of Things, and manage cloud services, but also active in delivering connected health solutions that enhance the relationship between patients and caregivers.

By leveraging our MaaS digital front door, Cox Prosight will be able to better support excellent patient experiences and outcomes, drive cost savings, and more efficiently coordinate facility resources. We officially launched this collaboration with Cox at HIMS 2021 on August 9, 2021 in Las Vegas.

These types of partnerships are central to our sales strategy to scale revenue in 2022 as we focus on indirect selling through our four primary channels that comprise our global reseller network; one, hardware vendors; two, software developers; three, system integrators; and four, carriers.

In order to effectively support our channel partners and their customers we offer comprehensive webinars, case studies, articles, e-books and additional training opportunities.

The Phunware Phenom Certified Developer Program is also available to provide on demand courses and live training sessions remotely to learn more about math and how it helps brands better execute their digital strategy, and establish a true mobile presence.

In parallel, we provide full MaaS documentation and software portals via the Phunware Documentation Portal and GitHub respectively. By partnering with and supporting larger companies in their global distribution networks, we seek to scale faster without incurring the heavy expense of a direct Salesforce.

Although, we haven't had any difficulty in the past, it's worth noting that our target partners look favorably on our improved balance sheet, now that we have $65 million of cash on hand to complement our years of experience.

Looking ahead, it will be important for us to be good stewards of this capital, but we fully plan to leverage it for growth, both organically and inorganically.

As of the end of the third quarter, we currently have 69 employees who are primarily located in Texas, Florida and California, with an average tenure of approximately five years, exceeding the average retention benchmark set in tech by over 66% according to [PACER] (ph).

We're also excited to welcome 27 new members to the team from Illinois, as a result of our recent acquisition of Lyte Technology. During the first half of 2022, we will be working to relocate operations and key personnel to Austin, Texas.

We're excited [to properly resource] (ph) Lyte a company that has largely grown through word of mouth and excellent customer service.

Although, we've set an initial post closing financial performance target of approximately $1 million a month in revenue over the first 12 months, we expect our ability to materially address the supply chain and marketing constraints, will allow us to significantly ramp revenue generated by Lyte.

In parallel, we plan to expand our software sales and marketing team with a focus on indirect channel experience. As we've seen nearly 100% increase in sales activity from the first quarter to this quarter, as it began to rebound from the pandemic.

Quarter-over-quarter we saw the most activity and interest in these four verticals; first, MaaS Digital Front Door for healthcare, second, MaaS Smart Workplace for corporations; third, MaaS Smart City for local officials and chambers of commerce; and fourth, MaaS Advocacy for politicians.

In closing, I'd like to turn things back over to Alan for final remarks and a brief commentary on our MaaS blockchain ecosystem managed by PhunWallet and powered by PhunCoin and PhunToken..

Thanks, Randall. As highlighted throughout today's call, we're all extremely excited by the ongoing scaling of our MaaS blockchain-ecosystem and the high performance computing system that we can now ship directly to consumers, because of our Lyte Technology acquisition.

What it means to me is that our decade plus of MaaS platform building across mobile, cloud, and big data accompanied by our years of community engagement in blockchain and cryptocurrencies have resulted in the culmination and convergence of massive global addressable markets and trends that can now act as strong wind at our backs to further accelerate our recent growth.

We expect this ecosystem to compliment, supplement our core MaaS offerings, as we offer our enterprise customers additional capabilities to identify, engage and incent their target audiences.

While many corporations and individuals are [newly] (ph) familiar with blockchain and cryptocurrencies, both Phunware and our executives have a long and distinguished history within the global digital asset community. As such, we expect to be a trusted bridge for Fortune 500 corporations and governments looking to leverage blockchain.

Please look for additional announcements in the coming weeks and months ahead, as we enable consumers to not only regain control of their data with PhunCoin, but also to reward them for their engagement with PhunToken, which can be purchased online with US dollars, Bitcoin and Ethereum at buy.phuntoken.com.

In parallel and as we would again reiterate here, we intend to complement and supplement our core organic growth activities through direct and indirect channels worldwide, with opportunistic inorganic mergers and acquisitions.

Importantly, and as we recently did with Lyte Technology, we expect to focus our merger and acquisition activity rolling forward on targets that are operating profitably and would represent accretive deals in areas that will provide more customers, more partnerships, and more distribution for our MaaS platform and cryptocurrency ecosystem, especially in international markets, including Europe, Asia, and South America.

Finally, and importantly rolling forward, we expect to maintain a laser focus on our core operating and financial models, which includes top line growth of 30% or more year-over-year, while achieving cash neutrality from operations.

In parallel, we also expect to leverage our newfound balance sheet strength to transition our corporate treasury activities into a strategic asset for the company.

Not only can you expect to see more purchases of Bitcoin as we go for storing value and protecting ourselves from inflation, but you can expect to see an efficient and strategic use of stablecoins and decentralized finance to generate meaningful financial returns for our overall operations and results.

With that, and in conjunction with a very sincere thank you for your ongoing interest in support and all that we do on behalf of the entire Phunware family worldwide, I'd like to now open the call for questions to the operator. Operator, go ahead, please..

Thank you. Ladies and gentlemen, the floor is now open for questions. [Operator Instructions] The first question is coming from Darren Aftahi from ROTH Capital Partners. Your line is live..

Hey guys, thanks for taking my questions, and nice work on the quarter. A few if I may. First on you MaaS business, I'm just curious you made a bevy of indirect partner announcements.

What was kind of a mix of revenue, is it mostly still direct? And then if it is mostly direct, how is the pipeline building with the indirect channel?.

Yeah, I'll be happy to address that. When we actually announced all the results this time, we're still seeing a lot of direct business. So I'd say still kind of pick 90% of that is direct, 10% is indirect. Importantly, we've done a lot of communications over the last 90 days with a lot of these net new channels that we set up.

The biggest ones that we we’re most focused on to get to scale fastest include Carrier where they’re actually as Randall said, bundling our location-based offering within our platform into their solution, as that represents a upsell of what they're offering to their customers in terms of a Smart Workplace solution.

They have 100,000 customers, and they're already purchasing all the hardware across escalators, elevators, access control, security and other components, heating, air and so forth. And they're offering a simple upsell and cross sell.

So we expect to our communications with them they said it's usually about a six to 12 month period for them to scale up and get the kind of the big cog rolling through their distribution worldwide. And we're probably about seven months to that process. So we expect finishing this quarter and into Q1 for that to start really kicking in.

Secondarily, Cox Communication is another big focus with Cox Enterprise. And a lot of that training, a lot of the components that are going on with their healthcare solutions that they've OEM or white-labeled from us, we're going through the same process. So the training and certification, getting the sales teams up to speed.

And while we're starting with healthcare we'd like to be able to expand that to other verticals within Cox Communication and Cox Enterprise.

But I think what you're going to see is the rest of this year - and we've seen this across many of the large distribution partners, they're really just trying to get all teed up for January of next year, trying to get COVID put behind them and get their sales teams worldwide to be out and about with their customers and start activating.

So it's mostly been sales, training, prep, and then getting the train the trainer activities done. And then I think we're going to start seeing Q1 and beyond as they go back to live a different composition of direct versus indirect..

That’s helpful, Alan. I'd be remiss if I didn't ask this question. But on the supply chain through earnings we've heard a lot of different, you know, sort of headwind.

So two parts to this really on the Lyte technology business any cause for concern in terms of supply chain and procuring what you need? And then on the MaaS indirect side, is there anything you're seeing consternation in the channel where your partner is having a hard time procuring [hardware] (ph) that they would need to integrate your service into?.

Sure. That's a great question and quite timely. We're very focused on that same issue, and what are we seeing across verticals and just in general. So I would say in our case, we closed the Lyte acquisition and we're in a unique position of having a lot of backlog in place. And right now, you know, it's kind of a early teaser.

We've seen a 60% uptick in the amount of orders comparable year-over-year during the comparable period subsequent to our closing. So demand does not seem to be a problem and even when we met Lyte when they were still private and pre-acquisition, their biggest problem was that they had never reached saturation of demand.

They literally had to turn-off the order bucket because they were getting so many orders relative to your questions about how much can you fulfill. Inside Phunware this is quite a different thing. We want to take off that and just keep turning up the volume so to speak on allowing as much demand to come in as possible.

Now in order to do that there's two things that we need. And one is simple for us to address, Lyte has one eight hour shift. We have the ability to add a second and even a third shift with personnel. That's not a problem. So we don't see either the demand nor the organizational manpower to do that work as a challenge.

The biggest challenge you are saying is when you're really dealing with these systems are chips and boards.

And so what we found here in Q4, the second we closed the deal with Lyte, our executive team reached out through our own network and sourced brand new supply relationship that we have yet to announce directly with a large manufacturer out of Asia and we instantly set up a brand new supply to address a backlog of new orders and that's going to be you know, amazing for here in Q4.

Importantly, we are now having conversations with that net new supplier to expand dramatically throughout 2022. I think they still see and recognize the problem of chips and what you're seeing out in off the coast of California with you know, backed up ships and ports.

And so right now what we're doing is adding even more net new discussions with net new suppliers and what we want to do is to figure out whether there's really a ceiling to the demand. We're fully comfortable and Randall does a great job of managing the team and adding the shifts and the personnel and the capacity we need to fulfill the orders.

The rest of it is just going to be taking everything Lyte already put in place and it was working quite well, historically.

But then we wanted to take our relationships and start setting up numerous new supply chains behind these four dominant personas, the high-end performance systems for gaming, those for streaming, those for trading markets, those for cryptocurrency mining, and then candidly folks that are just using it for advanced personal productivity.

So, we are not yet seeing the same residual effects other than we're very conscious of the fact that the supply crunch is real, relationships matter, new supply sources matter.

And I think depending on what type of chips and boards you're doing and what part of the hardware ecosystem you're in, you're seeing a pretty wide spectrum as to whether they see this being another three to six months or something that's going to go deeper into 2022..

Great. If I can squeeze one last one in maybe for Matt.

Your $5 million or better revenue guide in the fourth quarter, what's the rough mix between call it hardware and software and services?.

Yeah, thanks Darren. So we're not giving out detail in terms of what that is. For us right now, it's a matter of getting Lyte ramped up. We've been with them less than a month right now.

So, we certainly have expectations on that side of the business but really a lot of the core Phunware business is going to drive a lot of the revenue for this quarter as well in terms of just software application transaction and Phuntoken sales. So, we don't have an exact split on that, but we feel comfortable with our $5 million for the quarter..

Thanks..

Okay. The next question is coming from Scott Buck from H.C. Wainwright. Your line is live..

Hi, good afternoon guys.

I know it was touched on a few times the near term strategy around Lyte, but you kind of talk about what the longer term opportunity is and whether there are opportunities to kind of mesh it with the legacy business or the PhunToken, PhunWallet, PhunCoin side of things?.

Yeah, I'm going to start with this one and then I'm going to have Randall finish up for me. As you know what's really important that we talked about in the vision is, how important it is for us to get a Phunware ID for every human being on the planet.

You know, when I started the business, I actually -- was actually laughed at, out loud when I said that to some institutional investors because that was a bit too ambitious, apparently. But after we fast forward 12 years, got over 15 billion of these Phunware IDs and we expect to dramatically accelerate that. Now it's a very different situation.

Importantly, what we want to do is get that ID for each person who has a device touching a network, through their favorite brands, applications and everything that are tied to venues that run our software.

And what we expect to do is, when you think of companies that are pure enterprise software like Adobe and Microsoft and Salesforce, there's kind of a certain expectation of what that means.

And conversely you saw pure hardware companies the way Apple started or Dell or others –and you saw most of the hardware companies drive out towards software and services, and increasingly you’ve seen more of the software companies like Microsoft that has very large hardware businesses.

For us, because we were a core to get these Phunware IDs to facilitate a global user base that is in control of their own digital identity that has complete personal sovereignty of everything they do, they're not going to be exploited like they are with Facebook or Google or Twitter or Snap, they're going to be KYC verified individuals, who are providing voluntarily all their data information engagement on an incentivized basis to populate audiences and market segments that brands can then trust that those segments that they're going to engage with, are completely real, completely transparent, openly on a ledger on the blockchain and allow those brands and those users to connect with one another in a safe way that also compensates users for their engagement and their behavior across those incentives.

And so, at the core of this, we see software has delivered inside applications, Apple iOS and Google Android; we see software running in the cloud; we see software that we have being bundled with the hardware that Lyte represents, and as these high performance systems get shot out to market, that becomes a housing point for our software and for many of the things that we're doing with PhunWallet, PhunCoin and PhunToken, as these represent a lot of the early adopters and represent nodes in a global decentralized network that allows us to completely change the dynamics of how people are respected, in control of their digital identity and information, that safely engage with brands transparently, where both parties know what's happening, you keep a ledger of all of it, and for us, it just allows us to up-sell and cross-sell.

To your point specifically, before I hand this over to Randall, if you downloaded our PhunWallet application right now on either iOS or Android, you would find an up-sell or cross-sell is one of the first cards you would see within it, separate from the engagement survey and other interactions you could do, where it's actually promoting the high performance system and the Black Friday sales that we have throughout the month where you can get those high performance [sheen](ph), without any build cost and with some really interesting high-end personas, that will allow people to be who they are.

We not only want to reward you for being you, but we want to accelerate your personal identity and you engaging in any way that you want. And Randall, can you talk about a little bit of how that ties into the customer data platform and the build out that’s going on operationally, that would be really helpful. Thank you..

Yeah, I think you hit it. If anybody wants to dive deep, we can do a one-on-one after this. We're transparent company. We're always available. You really want to go down the rabbit hole before that conversation, just kind of, Google and research decentralized Oracle network.

But the way I would think about it, for anybody on this call that is new to this whole ecosystem, especially from a shareholder perspective, Amazon wouldn't be Amazon if they didn't invest considerably in hardware, so that you could experience the magic of software and on-demand cloud services and on-demand delivery of products.

You wouldn't be –infatuated with Bitcoin if somebody didn't invest in a very high-end computing system in order to deliver this new fanciful internet money.

Software exists at the pleasure of hardware and only companies with the wherewithal and persistence to actually build something meaningful, actually have the guts to build the hardware infrastructure that's required to deliver, especially on demand anything and we expect them to deliver on-demand experiences.

And having a data economy behind that, that is truly decentralized, will live into the promise of Web3 – Web3.

And so when you think about anything in decentralization, it's got to run on computers, rather than running on centralized data servers, what if you had a worldwide network of high-end computing systems that were truly decentralized? So let’s leave some time for some more questions..

That's helpful guys. Appreciate the color there. And second one just on M&A.

With all the additional capital you have now, did anything change in the way you're looking at potential targets?.

Well, I'll take a stab at that one. So the way we always look at M&A is always very consistent with or without big balance sheets, right? We find things that are opportunistic, sometimes strategic. What we really want to do is get more touch points all over the world.

I do think, you're right that with flush balance sheet, we are doing a lot of deep dives with our Board and working through our finalized operating plan, which then allows us to provide some – some more detailed guidance to all of you, once we get through that planning process and finalize and approve it.

You know, the way we're thinking about things is that some companies just have like really strange valuation parameters or ownership structures, whether they're public or private that really just make a lot of the M&A a bit challenging, clearly with a lot more money that we have and strong stock, stock price market capitalization.

It opens up more opportunities. I will say candidly, there's some folks that Randall and I have talked to historically, both in the public and private markets about M&A and buying businesses that respectfully said no thank you or had issues where they didn't want to or move forward because of either ownership structures or management structures.

You know, some actually, talk, contacted us recently where they I think, have a little regret and remorse for having said no. We'll only do deals if it's disciplined. It's going to be accretive. It's going to make financial sense to both of us.

And honestly, we don't look for anything, where we're - someone's trying to sell a business to us and disappear. The real attraction of Lyte was not only that Lyte wanted to do a deal with Phunware and come join us, but that the founder and CEO didn't want to go anywhere.

In fact, we wouldn't have wanted to do the deal had he wanted to have a desire to go elsewhere. I think we will, now having very little debt. we can always look for revolvers for M&A. I think we have a lot more opportunities to use, you know, supplements of cash or cash and stock to consummate M&A if we find the right fit.

But I think the way you should think about it, it's going to be three levels of capital. And those three levels of capital will feed into what happens within organic and inorganic growth. Bucket one is all the cash and stablecoin oriented things that we do to manage what our needs are to operate and scale the business.

Bucket two will be all the things that we deal with in decentralized finance to make our corporate treasury much more of a strategic weapon, if you will, to operate in the market worldwide.

And then the final base bucket of that is of course, Bitcoin, which we continue to believe in as long as you know, the federal government is going to continue to print money the way it is. We look at the cost of capital at about 25% based on the amount of dollars being generated.

And so that's really the threshold that we look at on the cost of capital as to what makes sense and then what kind of asset is being used..

All right. Great, guys, I appreciate the additional color. Thanks a lot..

Okay. The next question is coming from Ed Woo from Ascendiant Capital. Your line is live..

Yeah, congratulations on the quarter. I was just wondering if you could talk a little bit about your strategy on Bitcoin.

Do you anticipate that the amount of coins you have to fluctuate quarter-to-quarter? And then also, do you anticipate acquiring any other crypto currency?.

Sure. So I'll take a first pass and then let Matt make some additional comments from the CFO seat. So first and foremost, we look at Bitcoin as a complete hedge against inflation. Inflation is out of control. If the official [number is released] (ph) with a little over six, you might as well double or triple that to 12 or 18.

We believe that there's a lot of concern of having 40% of all US dollars in the history of our country printed in the last 12 months. We think that that's going to be very bullish for Bitcoin and the issues when you have a lot of financial assets and a lot of physical assets, all those are going to get denominated in US dollars.

So Bitcoin is the one thing that is not denominated in US dollars. In fact, over the last 12 years, the US dollar dropped 99% in value against Bitcoin, and even gold, physical gold has dropped 95% in value over the last 12 years.

So, while there's volatility in the asset, you kind of have one asset that has a lot of volatility, but goes up on average 200% per year for 12 straight years. And on the other aspect, you have the US dollar, which is dropping between 20% and 25% per year in value with certainty.

It's actually terrifying to think that you lose as a personal level 1% of your wealth every 30 days right now, because even at 4% inflation, which is far lower than what reality is, you're going to lose 50% of your wealth in the next 20 years at 4%. And we're way, way higher than that.

So Bitcoin is going to be foundational to preserve value, to preserve purchasing power. And I think you should expect that our Bitcoin balance is predominantly going to not only stay where it's at, but it's just going to continue to rise. So when you're asking about variability, don't expect us to be buying and selling and trading Bitcoin.

That's not what we do. What we do is we treat it as a strategic asset to preserve protection against inflation, purchasing power, and flexibility. So that's what we're going to do. On other currencies as Randall I think said and Matt said, we obviously accept Bitcoin and Ethereum in addition to the US dollars when we sell our PhunTokens.

So we haven't yet disclosed an Ethereum balance, but we do have Ethereum and as we get into decentralized finance, you can expect we're going to touch different kinds of assets in a very safe and manageable way with our corporate treasury. Matt, comments..

Alan, I think you kind of touched on it all there.

So yeah, obviously we've kind of made a few announcements and you can follow along in our Qs and Ks as to how we're acquiring and at what prices and as I'm sure you know the funny thing with accounting for this as we go right down anytime the value of Bitcoin goes down, but obviously we don't take the -- we don't take any gains on it until we sell it.

So you're not going to see anything on there anytime soon. We're not selling Bitcoin. We're holding. And as Alan said, it's part of our strategy going forward, and we'll kind of keep everybody up to date as we move forward with that..

Well, you guys have definitely done very well. So congratulations. Thank you for answering my question..

Thanks, Ed..

[Operator Instructions] The next question is coming from Howard Halpern from Taglich Brothers. Your line is live..

Congratulations on all the work you've been doing these quarters..

Thanks, Howard..

A couple of housekeeping questions.

What -- I don't know if you mentioned it, what is your backlog entering the fourth quarter in recurring revenue?.

Yes, I mentioned, it's just a little over $6 million entering the fourth quarter..

Okay.

With all the transactions post the quarter, how many shares outstanding do you have from the offering and the warrant exercise?.

So we have 96.2 million shares is our current..

Okay..

So, we sold -- yes, we've sold a decent amount after September 30..

Okay. And in terms of the Lyte acquisition, what -- over the longer term, I guess, or over the next 12 months, what type of gross margin profile does it have compared to the software business.

Obviously, it’s hardware versus software so -- but what does that mix going to do over the longer term to…?.

Yes. It's a great question and it's something, as Alan mentioned, we're working through the operating plan right now and going through everything with the Board. You're correct, in terms of hardware, it's kind of your typical hardware business, where there are going to be lower margins.

That being said, there are quite a few things that we're doing now to try to improve margins, whether that's new supplier relationships, or just more efficient activities and getting the computers out and different kind of low hanging fruit.

So, we'll kind of see how that shakes out and, obviously, once we get a quarter under our belt and you guys will be able to see kind of where that is, but certainly it's going to be a mix of a higher margin software and slightly lower margin hardware business and we'll kind of update you guys as we get the numbers in and kind of figure out what that's going to look like going forward..

Yes, Howard, and one thing, just to add on to that to help. We also have a new product, right? So all of the PhunToken that we're selling is virtually 100% gross margin. We mint that internally, as our own cryptocurrency. I think, we're the first NASDAQ or NYSE listed company in history to actually issue its own cryptocurrency.

There's a lot that buy Bitcoin. There's a lot that mine Bitcoin, but the concept of having a fully regulated set of things that you're doing, I think we're unique and we're the first, so we're excited by that.

And then, in parallel, by doing that, really the cost of goods when we do that, and we do those sales are basically the KYC fees to make sure you're validating identity and AML and all the other controls. And then, the other part of that is typically the gas fees or the transaction fees that you pay in Ethereum.

So to Matt's point, cryptocurrency having Bitcoin is important. Having Ethereum is important, because US dollars can't be used in the world of blockchain. And in order to facilitate transactions, all the fees are in different types of cryptocurrencies. So that should be helpful.

And I think as Matt said, we'll have both the hardware oriented margins, the software margins you're used to and then we're going to have things that look even better than software as it relates to cryptocurrency margins..

Okay.

And just one last one on, I don't know, maybe some tailwind as you go into 2022, as the money starts flowing from the projects, from the newly passed infrastructure bill, how is that going to impact especially on smart cities offerings as infrastructure gets upgraded across the country?.

Yes. So I think we're all still getting our arms around as to exactly what in that massive pile of a bill is really going to represent, actual physical infrastructure versus programs of all sorts of shapes and varieties. And I think what's interesting is I'm currently in Miami. We have offices in Miami, Austin and Southern California.

And one of the things that just came out literally, shortly before our call, in a meeting with Mayor Suarez, my next visit here in a couple of weeks, they just announced a really interesting initiative.

They're actually going to take Bitcoin dividends from the City of Miami, and they're going to give Bitcoin dividends to every citizen who downloads a wallet and uses a Bitcoin wallet, here in the City of Miami as a beneficiary of what they're doing.

And in parallel to that, they've now accepted almost $20 million at the local city level from a separate cryptocurrency that are tied to people effectively if you think that are staking, what they think is going to happen with the City of Miami and ways to contribute to the local community.

And that's really $20 million of found money and with all that money, what the Mayor is attempting to do is to make all their public services budget neutral.

So imagine where you can operate the city budget neutral through the use of cryptocurrency and effectively start reducing the taxes from property tax, sales tax, because they no longer need to get that from the residents.

And in fact, not only are they trying to do that, but they're trying to give dividends of the benefit of that accrued value to the citizens of the city.

So I think it's a really important thing to watch here in the United States, much like you should watch very close attention to what El Salvador is doing as a country, and how phenomenal that's changed.

So I do think we're going to see a lot of investment where the Internet of Things is going to be supplemented by a trademark we own called the Software of Things where we're going to deliver smart city solutions in a downloadable app that a constituent, a resident, a visitor can all engage with all the services offered by the local community.

And I think we kicked that off with the City of Pasadena to showcase how that's possible..

Okay. Well, keep up the great work guys..

I’d now like to turn the call back to Alan for closing remarks..

Yes. Closing remarks, I just want to say thank you for all the - that've been supporting us, obviously since we've been publicly gone through a lot of interesting things. COVID has been just a crazy thing to deal with for all of us in our business and yours personal life and everything in between.

We're very empathetic to the differences between cities and states. We have employees and partners and customers all over the country and around the world. And obviously, all the protocols are amazingly different. So I do appreciate all of the help and support along the way.

We've been trying to be very candid and open about what we're going to do, how we're going to do it, what's important to us and why. And we're trying to be very authentic and genuine about that. We're trying to tell you in advance what we plan to do and we go do it.

And then we report back the results and I think the last 90 days have been exciting to really show you all the investments we made during COVID, of what is possible and what can start happening.

So now we're going to take this, enjoy a day and get right back to it tomorrow and start really scaling because while COVID isn't completely over, we're hopeful that by the end of the year come January we have people ready to kick off a brand new year and our team is going to do that at the Consumer Electronics Show out in Las Vegas, right after the holidays.

And final conclusion I want to just make, a special thank you and wish nothing but the best for our Veterans around the world.

Randall who I have the pleasure of working with every day, both he and I were ex-United States Army military officers, and we're just thrilled to have not only been able to serve our country, but to also recognize the sacrifices of those soldiers and their families around the world that are actually making our way of life possible.

So on this unique day, Happy Veterans Day. God bless all of you that have been serving our country and God bless America. So we're really excited for what comes next with Phunware. Thank you very much..

Thank you, ladies and gentlemen, this does conclude today's conference call. You may disconnect your phone lines at this time and have a wonderful day. Thank you for your participation..