Phunware, Inc.

Good afternoon, ladies and gentlemen. Welcome to Fundware's third quarter 2023 investor conference call. Currently, all parties are in a listen-only mode. Joining me today are Mike Snavely, Chief Executive Officer, and Troy Reisner, Chief Financial Officer. The format today will include prepared marks by Mike and Troy, followed by a question and answer session. As a reminder, today's discussion will include forward-looking statements. These forward-looking statements reflect 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 upon them. Additionally, the matters being discussed today may include non-GAAP financial measurements. 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 Fundware's website at investors.fundware.com. I further encourage you to visit investors.fundware.com to access not only the earnings press release, but also the current investor presentation, SEC filings, and additional collateral on Fundware. At this time, I would like to turn things over to Fundware CEO, Mike Snavely. Please proceed.

Thank you very much, and welcome to our third quarter 2023 investor conference call. In my short time back at Fundware, I've learned a lot. and I'll highlight a few accomplishments of the past quarter to illustrate where we are. I'll talk about our immediate term plans to continue to create a healthier, more sustainable business, and I'll shed some light on the company's strategy moving ahead. Some of you may know that I served as EVP of software for Funware in the 2015-16 timeframe. We built that business to about $25 million in annuals, most of which were recurring. So when I was approached to return as the company's CRO, I embraced this opportunity to get the company back on track and to finish the mission. Upon my return, I found that the technology was sound as ever, the customers we had were happy renewing and buying more, and that the basic issue was a failure of sales execution and a need to think more deeply about how we can monetize our technology advancement. The board concluded that what the company needs now is sales-oriented DNA at CEO, and accordingly, they asked me to take on that role. So I've had the opportunity to say no twice to Funware, and here I am, because I believe our best days are ahead of us. Why do I believe that? First, the product is strong. Our technology in the area of indoor wave finding is demonstrably superior to that of major competitors, like Aruba Meridian and more, according to customers and prospects who have evaluated them head-to-head. Further, the companion product, location marketing, think offers triggered by a combination of who you are and where you are, is delivering value to customers today with increasing adoption. Second, our solution is sticky as customers have historically renewed and bought more. This past quarter, we renewed the $2 billion Virginia Hospital Center, a member of the Mayo Clinic Care Network, for a five-year term. We also saw a renewal at Mayo Clinic in Rochester through our partner, HID. Prospectively, our account health indicators are strong, with substantial upsells in the pipeline. Further, we regularly see customers ask us to deploy our solution into new buildings or wings, and to create new integrations into other software they use to operate their businesses. Finally, we're seeing the beginnings of a turnaround in our new logo acquisition as our account-based marketing approach takes hold. As of today, we have about $8 million in total contract value in the pipeline. Notably, about a third of those are from channel partners like Cox Business, Siemens Connect, and others. These partners and others see what we see, a synergy between their hardware and systems integration work and our consumer-facing mobile applications. We believe our pipeline and partner strength are good indicators of future bookings performance as we continue to drive discipline into the sales process. In our hospitality segment, we negotiated an outcome with Marriott Corporate about the branding of the Waialea Beach Resort on Maui after some time in development. We believe this opens the door to additional business at Marriott branded properties along the lines of our relationship with Gaylord Hotels, which should result in more logos coming from this, the largest hotel chain in the world. We are in pilot with a couple of large resorts and expect those deals to consummate in the first quarter. We're also in the final stages of negotiations with certain large resort properties under major hospitality brands and smaller regionally managed properties. In healthcare, we expect to have new logo announcements in the first quarter based on sales cycles that are advancing now. Additionally, as it pertains to cost containment, as previously announced, we are winding down our light business, which was non-core, and consuming cash. We've also reduced staff headcount overall, and Troy will talk more in detail about those numbers. But we've preserved many of the key people who form the brain trust of Funware Technologies. Our strategy will be to build teams back carefully under the leadership of those long tenured staff members in alignment with the revenue under management. And with that, I will turn it over to Troy to talk about our financial performance. After his remarks, please stay tuned. I'll return to talk about our vision for the future of Funware, including some exciting announcements on how we'll be linking our software business with the relaunch of our digital asset strategy.

Thanks, Mike, and good afternoon, everyone. I'd like to thank you all for joining us today for a review of our third quarter 2023 financial performance and progress reshaping our cost structure. I'll be discussing GAAP financial measures unless otherwise specifically noted. Our press release, 8K, and website will provide a reconciliation of all GAAP to non-GAAP financial results. So with that said, let's take a look at the numbers. Net revenues for the third quarter of 2023 totaled approximately $2.8 million, of which our platform revenue represented 45% or $1.3 million, and our hardware revenue represented 55% or $1.5 million. Gross margin was 7% compared to 16.7% last year. On a non-GAAP-adjusted basis, gross margin was 9.8% compared to 17.9% last year. A significant impact to Q3's gross margin was a non-cash write-down of lights inventory of approximately 500,000. Absent this charge, our gross margin would have been 24.9%, and non-GAAP gross margin would have been 27.8%. Our platform gross margin was 50.4% compared to 46.5% last year, and hardware gross margin was negative 28.3% compared to 6% last year, which is reflective of the inventory write-down at light. Total operating expense was approximately $18.7 million, inclusive of a $13.2 million goodwill impairment during the quarter. Other non-cash operating expense items for the quarter were stock-based compensation and amortization of intangibles. making up a combined $925,000 this year compared to $1 million in the prior year. By excluding these non-cash charges and goodwill impairment, adjusted operating expense was approximately $4.6 million compared to approximately $7.7 million last year. Non-GAAP adjusted EBITDA loss was $4.3 million compared to a loss of $6.7 million last year. Adjusted EBITDA loss was narrowed for the fourth consecutive quarter as we continue executing against our plan to right-size our cost structure. Net loss was approximately $19 million or $0.16 per share compared to a net loss of approximately $8 million or $0.08 per share last year. The rated average shares used to calculate earnings per share was approximately $120 million versus $98.8 million last year. Backlog and deferred revenue at the end of the quarter sold at approximately $4.8 million, slightly down quarter over quarter from $5.2 million. Now moving to the balance sheet, we closed the quarter with cash of approximately $2.9 million. During last quarter's earnings call, we were in the final stages of amending our existing promissory note with Street of Real Capital. Shortly thereafter, we executed an amendment effective August 1st, which was filed as an exhibit to our second quarter thank yous. As a reminder, as of August 1st, our note payable to Streeterville Capital is approximately $7.2 million, which is payable in approximately nine monthly installments of $800,000. In addition, Streeterville Capital has the option, at its election, to convert the outstanding balance to equity. Any conversion would directly offset the cash portion of the monthly amortization. During the third quarter, the note was reduced by $1.6 million through the payment of cash of $800,000 and the conversion of $800,000 of the note for approximately 3.4 million common shares. Also in October, Streeterville Capital converted $600,000 of the remaining note for approximately 3.7 million shares. Fundware and Streeterville Capital agreed to forbear the remaining October cash payment of $200,000. As of November 1, our outstanding balance is approximately $4.96 million. Now that we've gone through the historical financials, before I hand the mic back to Mike, I wanted to provide some further insight regarding progress towards right-sizing operations. The initial cost reduction steps we took during Q3 decreased our average monthly operating expense to about $1.5 million, which for the quarter was a cash savings of approximately $1.5 million or 25%. While the savings from these steps were not fully realized during the quarter, we estimate the analyzed savings to approximately $6.0 million. Further, progress continues subsequent to Q3. Examples include restructuring our SAS product sales delivery and service model. As Mike mentioned, we have kept our people with the ability to scale other resources as needed. We have substantially aligned our headcount to support this new delivery model, which allows us to operate with 28 people today instead of 81. As a result of our streamlined operations and the team's ability to successfully work remotely, we have also negotiated an early lease termination of our San Diego office space effective October 31st. We paid an early termination fee of approximately $67,000 and eliminated our future lease obligation of approximately $300,000. Additionally, we have reached an agreement in principle with the lessor of the Light Warehouse to early terminate our lease effective November 30th. We expect to pay an early termination fee of approximately $197,000, which will consist of releasing our security deposit of $77,000 and cash of about $120,000, which we believe will come from proceeds related to selling lights inventory and other assets. Such termination will eliminate our future lease obligation of approximately $1.7 million. We do expect to execute this agreement within the next week or so. Also, as previously announced, we have committed to exiting our PC systems integration business, Light Technology, which we expect to complete before the end of 2023. However, we do expect a significant direct net cash burn related to Light to cease by the end of November. And lastly, we have engaged a real estate agent to market our remaining office space in Austin while we seek to negotiate an early termination option. Of course, no assurance can be given that we would be successful in either path with respect to this Austin facility. And finally, a quick update regarding FundWare's ability to continue to navigate our current business environment. As we've previously discussed and disclosed, FundWare has several levers available to continue to fund its operations and growth, which include our cash on hand, which currently approximates $2.4 million, our at-the-market offering facility, which has more than 88 million currently available, and our facility with Lincoln Park, which currently has approximately 29.6 million available. And then we can also pursue additional capital raises as necessary. We will remain active with both financial conferences and investor meetings in our efforts to tell our story and further strengthen our corporate profile in the capital markets. With that, I'd like to turn the call back over to Mike for closing remarks.

Thanks, Troy. Since we've just covered recent developments in our sales and finances, we'll now turn our attention to our vision for the future of funware, which we're calling Funware 3.0. Our vision is to drive the ubiquitous adoption of funware technologies to connect brands, audiences, and soon our digital asset holders. This triangle of value serves as the foundation of our unique proposition that monetizes anyone, anywhere, while preserving the value of the consumer's data. We believe that our value is directly proportional to the aggregate size of the mobile audience using firmware technologies, and we will be employing strategies to drive that audience size as quickly as possible. There are three pillars to this vision. First, we will continue to sell our patent-protected location and wayfinding technologies in combination with our location marketing offering. We will migrate over time towards selling these as software components delivered as SDKs into existing mobile applications with large existing audiences. Our traction with some of the largest brands in hospitality, combined with our existing integration with Epic, the number one EMR provider in the U.S., puts us in a great position to deepen those relationships with embedded software. Second, we will continue to explore new and additional ways to monetize our patents and other intellectual property. We believe we need to do a better job of exposing the value we believe exists within our IP portfolio, and we are taking steps to highlight its value under different scenarios. We are developing a multi-pronged strategy around our IP portfolio, which includes assessing its value, utility, and deployment in the global digital ecosystem. We believe that our IP can be monetized in various ways by pursuing recoveries for past and ongoing infringement, entering into IP licenses and software licenses with embedded IP, and entering into other arrangements with partners to purchase, finance, and or help us further monetize our IP. We also continue to explore opportunities to expand our use of artificial intelligence, either as a new standalone product or embedding AI into existing products. Finally, we remain committed to completing our digital asset and blockchain ecosystem for consumer and customer engagement. We will continue to move toward creating a decentralized data and engagement economy to put consumers and small businesses in charge of their data and enable customers to reach and engage with them on a mutually beneficial basis. Why did we pause? The regulatory uncertainty for digital assets, including utility tokens and NFT projects, has been disruptive to our ecosystems. We continue to monitor the recent digital assets regulatory and enforcement actions, particularly around utility tokens, and are working hard to ensure our ecosystem remains compliant with the evolving regulatory framework. We believe it is time to continue implementing our vision and ecosystem while navigating the regulatory uncertainty. As such, we expect Fund Token to evolve and play an important role in our ecosystem, Fund Coin to evolve and be the primary product and commercialization focus of our ecosystem, and Fund Wallet to evolve and remain as the primary mobile-first connection for consumers and small businesses to the ecosystem. We are working with Securitize to finalize and intend to officially launch Fund Coin for trading, in the next several months, barring any unexpected digital asset market developments. In parallel, we expect to file a Reg A offering for Funcoin to enable future purchases of the asset. We will provide more information on our digital assets ecosystem, including Funcoin launch and offerings during quarter four, 2023. I would like to open the call up now for questions through the operator. Operator, please go ahead.

At this time, if you would like to ask a question, please press the star and 1 on your telephone keypad. Once again, to ask a question, please press the star and 1. You may remove yourself from the queue by pressing star and 2. We'll take our first question from Scott Buck with H.C. Wainwright. Your line is open.

Hey, good afternoon, guys. Thanks for taking my questions. Just a couple quick ones from me. First, Mike, how quickly do you think you can monetize token and wallet, and what is the kind of additional investment dollar-wise required there to get it to a point that you can monetize it?

Yep, pleasure to meet you, and thanks for the question. We've done a lot of the work, plain and simple. This kind of goes back two or three years, as I understand it, having kind of watched the company from the outside during that period of time. We didn't expect a ton of incremental investment to be able to bring the assets to market, really at all. Now, how long will it take us to monetize? Our chief legal counsel is working through right now, along with some experts in kind of the area of digital assets, to kind of figure out how all these things should link together, the sequence and timing associated with that. We believe that we're going to be able to be fairly definitive about that within the fourth quarter here, which really means in the next few weeks. So stay tuned, please, for more definitive guidance on the when of this. But from an investment standpoint, we don't expect to consume a lot of cash in getting to the starting line, so to speak.

Okay, perfect. Thanks for that. And then second, On light, I guess I'm a little confused by the commentary on the call. Are we winding the business down, or is there a potential sale opportunity, or are both kind of a little up in the air at the moment?

We're winding the business down for sure. Go ahead, Troy. Why don't you – you kind of played lead on that. Okay.

Hey, Scott. Thanks for the question. Yeah, you know, we've kind of used terminology winding down or exiting, and so – We're pursuing two courses, preparing to shut down or sell. So we're working both of those paths and should either direction have it wound down by the end of the year.

Okay, perfect. That's it for me, guys. I appreciate it. Thank you.

Thanks, Scott.

We'll take our next question from Howard Halpern with Taglet Brothers. Your line is open.

Good afternoon, guys. So, Mike, if you could talk a little bit more about, I guess, the software, the pipeline that's of engagement that you envision occurring in Q1 of next year, could you, I mean, add a little context to it in terms of maybe initial engagement size and then the opportunity within each engagement to grow, you know, and really to grow within each engagement.

Yeah, you betcha. Happy to do that. So, you know, we have an existing software business. It's, you know, the performance of that software business has not been what anybody expected. And, you know, that's a big part of the reason I'm here. What I'll say is this. We have a few dozen opportunities in the pipeline right now across hospitality and health care. We find that the health care opportunities are going to be larger, probably on average 3x larger in terms of annual revenue than the hospitality ones for a number of different reasons, not the least of which is the size and the, you know, sort of the visitor traffic through these facilities. Also, there's a different way of sort of looking at calculating the return on investment for such a thing. But with that said, we expect to enter into a handful of new contracts yet this quarter and then into the first quarter of next year that are going to range in value from something like $50,000 annually on the lower end for some of the smaller resort, et cetera, properties to more like $150,000 or $200,000 annually for some of the hospital properties. Now, beyond the initial sale, which is typically going to be, you know, a fixed contract annual fee for a term of typically three to five years, we are pretty frequently seeing upsell opportunities in both segments of the business. So, for example, you'll have – there's a lot of acquisition and consolidation in hospitals, so you'll see additional facilities being brought online, and there's kind of a rough – proportionality between the number of square feet that we're covering and the fee. So if we double the size, we roughly double the fee, that sort of thing. And then in the hospitality segment, we'll often see opportunities for us to create more digital engagement with the guest by adding additional features into the application. So imagine the case, for example, and this is a real-life example from one of our large hospitality customers. Think about digital keep. So instead of using a plastic car to use the mobile phone to enter the door, that's a, you know, kind of a big area of investment for lots of these properties. And we can control the digital front end of that key experience. So those are a couple of vectors. Anecdotally, I've seen a couple of accounts that have grown by roughly double within sort of a two, two and a half, three year timeframe as a result of, you know, a couple of these phenomena that I mentioned. Okay.

And then in terms of what the strategy is going forward in terms of direct sales versus using your channel partners, how should we look at that over the next year or two?

We're going to continue to have a direct sales operation. In fact, I'm going to be bringing some of the old band back who were instrumental in helping us drive to the $25 million number that I mentioned earlier on the call. These are people who really know how to sell. And so our direct sales operation will continue to be supported by account-based marketing, content marketing, really establishing ourselves as a thought leader, and then getting our customers to tell their stories to the market as well. We will continue to invest in our relationships. And I mentioned Cox Business and Siemens Connect as two. There are a number of others, including, by the way, one of the largest digital key providers, in the world, actually, that have become a part of our partner ecosystem. The number of deals that we have in the pipeline right now approximates a third of the pipeline from the standpoint of deal count. It represents more like 45% of the pipeline in terms of dollar volume. So we're finding that the channel deals, they come to us because of the synergy reasons that I described earlier. And we're finding on average, they're a little bit bigger than some of the directly sourced deals. So we'll continue to, you know, invest in cultivating those channel relationships in addition to, you know, running our direct sales team. It's a complex technical sale, which means that we're providing a ton of support for the sales process to our partners irrespective when they're present in the deal. And so we'll continue that sort of intimate partnership at the deal level with those channel partners. Okay.

Well, thanks, and look forward to the upcoming quarters.

Thanks so much. Appreciate the call.

As a reminder, to ask a question, please press the star and 1 on your telephone keypad. You may remove yourself from the queue by pressing star and 2. We'll take our next question from Ed Wu with Ascendant Capital. Your line is open.

Thank you for taking my question, and welcome to Fundware again. My question is, you know, it sounds like you're targeting some bigger hospitality clients, so it looks like possibly bigger deals. Will it require greater investment in the sales cycle, as well as should we expect the sales cycle to kind of be extended as these deals appear to be bigger?

I think that's a perfectly reasonable assumption. Let me speak to that a little bit. So we will continue the individual property rinse and repeat selling cycle. And I'm talking specifically about hospitality. Healthcare is really kind of the same thing in parallel with that. And so what I'm looking for is a little bit of an all the above strategy. And what I mean by that is, yes, we'll sell individual properties, but I want to bootstrap my way into real conversations with the largest hotel brands in the world as we start to develop critical mass with their individual properties. And so imagine a case where we take an existing, you know, hotel loyalty app that has tens of millions of users, and we're able to incorporate our location features, including the marketing and the way finding solution into that application. So overnight we get, you know, an enormous amount of usage, which we believe is going to be directly proportional to the value that we can charge for that, frankly. and then ultimately the value we can extract from the overall ecosystem to include the digital assets components as they come online. So by their nature, those deals will take longer to run, but we'll be able to mop up not individual properties, but hundreds, perhaps thousands of properties at a time as a result of that strategy. So two different approaches, two different approaches. kind of timelines for maturity, I wouldn't be at all surprised if it took a year to incorporate our technologies into a major application like the one that I'm talking about. But in the meantime, we'll continue the blocking and tackling at the individual property level.

Thank you for answering my questions, and I wish you good luck. Thank you.

Thanks, sir.

It appears we have no further questions at this time. I'd like to turn the floor back to Mike Snavely for any closing remarks.

Thanks a lot, everybody. You know, we've likely taxed the patience of our investors. We believe that we're going to be in a position to put the company back on a solid financial footing. And Troy spoke to that in detail. And we expect to have additional announcements forthcoming in the coming weeks and a small number of months. But, you know, I came back here to finish the mission. You know, I have a lot of respect for the leadership that preceded me, for sure. But I believe that, you know, this fresh look at where we can take the company is exactly what we need at this moment. And I wouldn't be here unless I believe that we have a strong likelihood of success. So we thank you very much for your attention and patience. And please stay tuned. Thank you.

This does conclude today's program. Thank you for your participation, and you may disconnect at any time.