INSEEGO CORP. - Quarter Report: 2023 June (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM | 10-Q | |||||||
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the quarterly period ended June 30, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
For the transition period from to .
Commission File Number: 001-38358
INSEEGO CORP. | |||||
| (Exact name of registrant as specified in its charter) | |||||
| Delaware | 81-3377646 | ||||||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||||||||
| 9710 Scranton Road, Suite 200 | |||||||||||
| San Diego, | California | 92121 | |||||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
Registrant’s telephone number, including area code: (858) 812-3400
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $0.001 per share | INSG | Nasdaq Global Select Market | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ | ||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The number of shares of the registrant’s common stock outstanding as of July 28, 2023, was 116,873,019.
TABLE OF CONTENTS
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| Item 1. | ||||||||
| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
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| Item 5. | ||||||||
| Item 6. | ||||||||
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
INSEEGO CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share data)
| June 30, 2023 | December 31, 2022 | ||||||||||
| (Unaudited) | |||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 15,165 | $ | 7,143 | |||||||
Accounts receivable, net of provision for credit losses of $761 and $541, respectively | 25,203 | 25,259 | |||||||||
| Inventories | 30,522 | 37,976 | |||||||||
| Prepaid expenses and other | 7,581 | 7,978 | |||||||||
| Total current assets | 78,471 | 78,356 | |||||||||
Property, plant and equipment, net of accumulated depreciation of $27,555 and $26,049, respectively | 4,091 | 5,390 | |||||||||
Rental assets, net of accumulated depreciation of $7,047 and $5,484, respectively | 5,222 | 4,816 | |||||||||
Intangible assets, net of accumulated amortization of $40,736 and $31,629, respectively | 37,302 | 41,383 | |||||||||
| Goodwill | 21,922 | 21,922 | |||||||||
| Right-of-use assets | 6,229 | 6,662 | |||||||||
| Other assets | 451 | 488 | |||||||||
| Total assets | $ | 153,688 | $ | 159,017 | |||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 34,212 | $ | 29,018 | |||||||
| Accrued expenses and other current liabilities | 21,343 | 27,945 | |||||||||
| Total current liabilities | 55,555 | 56,963 | |||||||||
| Long-term liabilities: | |||||||||||
| 2025 Notes, net | 159,169 | 158,427 | |||||||||
| Revolving credit facility, net | 2,554 | 6,919 | |||||||||
| Deferred tax liabilities, net | 279 | 323 | |||||||||
| Other long-term liabilities | 6,946 | 6,503 | |||||||||
| Total liabilities | 224,503 | 229,135 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ deficit: | |||||||||||
Preferred stock, par value $0.001; 2,000,000 shares authorized: | |||||||||||
Series E Preferred stock, par value $0.001; 39,500 shares designated, 25,000 shares issued and outstanding, liquidation preference of $1,000 per share (plus any accrued but unpaid dividends) | — | — | |||||||||
Common stock, par value $0.001; 150,000,000 shares authorized, 116,870,194 and 108,468,150 shares issued and outstanding, respectively | 117 | 108 | |||||||||
| Additional paid-in capital | 805,177 | 793,855 | |||||||||
| Accumulated other comprehensive loss | (6,855) | (6,329) | |||||||||
| Accumulated deficit | (869,254) | (857,752) | |||||||||
| Total stockholders’ deficit | (70,815) | (70,118) | |||||||||
| Total liabilities and stockholders’ deficit | $ | 153,688 | $ | 159,017 | |||||||
See accompanying notes to condensed consolidated financial statements.
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| IoT & Mobile Solutions | $ | 46,383 | $ | 54,990 | $ | 90,010 | $ | 109,495 | |||||||||||||||
| Enterprise SaaS Solutions | 7,174 | 6,866 | 14,341 | 13,745 | |||||||||||||||||||
| Total net revenues | 53,557 | 61,856 | 104,351 | 123,240 | |||||||||||||||||||
| Cost of net revenues: | |||||||||||||||||||||||
| IoT & Mobile Solutions | 31,789 | 40,694 | 61,451 | 83,597 | |||||||||||||||||||
| Enterprise SaaS Solutions | 2,872 | 3,270 | 5,817 | 6,503 | |||||||||||||||||||
| Total cost of net revenues | 34,661 | 43,964 | 67,268 | 90,100 | |||||||||||||||||||
| Gross profit | 18,896 | 17,892 | 37,083 | 33,140 | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Research and development | 10,022 | 13,619 | 18,176 | 32,179 | |||||||||||||||||||
| Sales and marketing | 5,974 | 7,721 | 12,620 | 17,494 | |||||||||||||||||||
| General and administrative | 5,752 | 6,142 | 11,797 | 14,380 | |||||||||||||||||||
| Amortization of purchased intangible assets | 424 | 443 | 853 | 887 | |||||||||||||||||||
| Impairment of capitalized software | — | — | 504 | — | |||||||||||||||||||
| Total operating costs and expenses | 22,172 | 27,925 | 43,950 | 64,940 | |||||||||||||||||||
| Operating loss | (3,276) | (10,033) | (6,867) | (31,800) | |||||||||||||||||||
| Other (expense) income: | |||||||||||||||||||||||
| Loss on debt conversion and extinguishment, net | — | — | — | (450) | |||||||||||||||||||
| Interest expense, net | (2,014) | (1,664) | (4,011) | (4,587) | |||||||||||||||||||
| Other income (expense), net | 658 | (982) | 1,453 | (1,387) | |||||||||||||||||||
| Total other expense | (1,356) | (2,646) | (2,558) | (6,424) | |||||||||||||||||||
| Loss before income taxes | (4,632) | (12,679) | (9,425) | (38,224) | |||||||||||||||||||
| Income tax provision (benefit) | 304 | (303) | 616 | (625) | |||||||||||||||||||
| Net loss | (4,936) | (12,376) | (10,041) | (37,599) | |||||||||||||||||||
| Series E preferred stock dividends | (739) | (677) | (1,462) | (1,338) | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (5,675) | $ | (13,053) | $ | (11,503) | $ | (38,937) | |||||||||||||||
| Per share data: | |||||||||||||||||||||||
| Net loss per common share: | |||||||||||||||||||||||
| Basic and diluted | $ | (0.05) | $ | (0.12) | $ | (0.10) | $ | (0.37) | |||||||||||||||
| Weighted-average shares used in computation of net loss per common share: | |||||||||||||||||||||||
| Basic and diluted | 111,080,287 | 107,511,660 | 109,847,937 | 106,585,684 | |||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
4
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net loss | $ | (4,936) | $ | (12,376) | $ | (10,041) | $ | (37,599) | |||||||||||||||
| Foreign currency translation adjustment | (619) | 536 | (525) | 3,434 | |||||||||||||||||||
| Total comprehensive loss | $ | (5,555) | $ | (11,840) | $ | (10,566) | $ | (34,165) | |||||||||||||||
See accompanying notes to condensed consolidated financial statements.
5
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands)
(Unaudited)
| Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit 1 | Accumulated Other Comprehensive Income (Loss) | Total Stockholders’ Equity (Deficit) 1 | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, March 31, 2022 | 25 | $ | — | 107,389 | $ | 107 | $ | 784,267 | $ | (812,931) | $ | (5,633) | $ | (34,190) | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (12,376) | — | (12,376) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | 536 | 536 | |||||||||||||||||||||||||||||||||||||||
| Adjustment relating to extinguishment of 2022 Notes | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | — | — | 256 | 1 | 74 | — | — | 75 | |||||||||||||||||||||||||||||||||||||||
| Taxes withheld on net settled vesting of restricted stock units | — | — | — | — | (22) | — | — | (22) | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 2,287 | — | — | 2,287 | |||||||||||||||||||||||||||||||||||||||
| Series E preferred stock dividends | — | — | — | — | 677 | (677) | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 25 | $ | — | 107,645 | $ | 108 | $ | 787,283 | $ | (825,984) | $ | (5,097) | $ | (43,690) | |||||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | 25 | $ | — | 109,372 | $ | 109 | $ | 796,981 | $ | (863,578) | $ | (6,236) | $ | (72,724) | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (4,936) | — | (4,936) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | (619) | (619) | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | — | — | 320 | — | (1) | — | — | (1) | |||||||||||||||||||||||||||||||||||||||
| Taxes withheld on net settled vesting of restricted stock units | — | — | — | — | (27) | — | — | (27) | |||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in connection with a public offering | — | — | 7,178 | 8 | 5,521 | — | — | 5,529 | |||||||||||||||||||||||||||||||||||||||
Share-based compensation | — | — | — | — | 1,964 | — | — | 1,964 | |||||||||||||||||||||||||||||||||||||||
| Series E preferred stock dividends | — | — | — | — | 739 | (739) | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | 25 | $ | — | 116,870 | $ | 117 | $ | 805,177 | $ | (869,254) | $ | (6,855) | $ | (70,815) | |||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
6
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
(In thousands)
(Unaudited)
| Preferred Stock | Common Stock | Additional Paid-in Capital 1 | Accumulated Deficit 1 | Accumulated Other Comprehensive Income (Loss) 1 | Total Stockholders’ Equity (Deficit) 1 | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||
| Balance, December 31, 2021 | 25 | $ | — | 105,381 | $ | 105 | $ | 770,619 | $ | (787,047) | $ | (8,531) | $ | (24,854) | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (37,599) | — | (37,599) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | 3,434 | 3,434 | |||||||||||||||||||||||||||||||||||||||
| Adjustment relating to extinguishment of 2022 Notes | — | — | — | — | 1,728 | — | — | 1,728 | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | — | — | 2,269 | 3 | 148 | — | — | 151 | |||||||||||||||||||||||||||||||||||||||
| Taxes withheld on net settled vesting of restricted stock units | — | — | (5) | — | (36) | — | — | (36) | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 13,486 | — | — | 13,486 | |||||||||||||||||||||||||||||||||||||||
| Series E preferred stock dividends | — | — | — | — | 1,338 | (1,338) | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2022 | 25 | $ | — | 107,645 | $ | 108 | $ | 787,283 | $ | (825,984) | $ | (5,097) | $ | (43,690) | |||||||||||||||||||||||||||||||||
| Balance, December 31, 2022 | 25 | $ | — | 108,468 | $ | 108 | $ | 793,855 | $ | (857,752) | $ | (6,329) | $ | (70,118) | |||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | (10,041) | — | (10,041) | |||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | — | (525) | (525) | |||||||||||||||||||||||||||||||||||||||
| Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | — | — | 366 | — | 96 | — | — | 96 | |||||||||||||||||||||||||||||||||||||||
| Taxes withheld on net settled vesting of restricted stock units | — | — | — | — | (48) | — | — | (48) | |||||||||||||||||||||||||||||||||||||||
| Issuance of common shares in connection with a public offering | — | — | 8,036 | 9 | 6,049 | — | — | 6,058 | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | — | — | 3,762 | — | — | 3,762 | |||||||||||||||||||||||||||||||||||||||
| Series E preferred stock dividends | — | — | — | — | 1,462 | (1,462) | — | — | |||||||||||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | 25 | $ | — | 116,870 | $ | 117 | $ | 805,177 | $ | (869,254) | $ | (6,855) | $ | (70,815) | |||||||||||||||||||||||||||||||||
See accompanying notes to condensed consolidated financial statements.
7
INSEEGO CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (10,041) | $ | (37,599) | |||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||
| Depreciation and amortization | 10,819 | 13,955 | |||||||||
| Provision for (recoveries of) credit losses | 244 | (15) | |||||||||
| Impairment of capitalized software | 504 | — | |||||||||
| Provision for excess and obsolete inventory | 310 | 896 | |||||||||
| Share-based compensation expense | 3,762 | 13,486 | |||||||||
| Amortization of debt discount and debt issuance costs | 977 | 2,022 | |||||||||
| Fair value adjustment on derivative instrument | — | (902) | |||||||||
| Loss on debt conversion and extinguishment, net | — | 450 | |||||||||
| Deferred income taxes | 95 | (96) | |||||||||
| Right-of-use assets | (255) | 1,070 | |||||||||
| Right-of-use asset impairment | 469 | — | |||||||||
| Changes in assets and liabilities: | |||||||||||
| Accounts receivable | 233 | 5,239 | |||||||||
| Inventories | 6,172 | (10,148) | |||||||||
| Prepaid expenses and other assets | 470 | 3,100 | |||||||||
| Accounts payable | 5,106 | (6,207) | |||||||||
| Accrued expenses, income taxes, and other | (6,384) | (1,740) | |||||||||
| Operating lease liabilities | 198 | (1,109) | |||||||||
| Net cash provided by (used in) operating activities | 12,679 | (17,598) | |||||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of property, plant and equipment | (161) | (1,059) | |||||||||
| Additions to capitalized software development costs | (4,441) | (6,222) | |||||||||
| Net cash used in investing activities | (4,602) | (7,281) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Net borrowing (repayment) of bank and overdraft facilities | 79 | (139) | |||||||||
| Principal payments under finance lease obligations | — | (62) | |||||||||
| Proceeds from a public offering | 6,059 | — | |||||||||
| Principal payments on financed assets | (360) | (1,231) | |||||||||
| Repayments on revolving credit facility | (4,598) | — | |||||||||
| Proceeds from stock option exercises and employee stock purchase plan, net of taxes paid on vested restricted stock units | 47 | 115 | |||||||||
| Net cash provided by (used in) financing activities | 1,227 | (1,317) | |||||||||
| Effect of exchange rates on cash | (1,282) | 744 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 8,022 | (25,452) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 7,143 | 49,812 | |||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 15,165 | $ | 24,360 | |||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Cash paid during the year for: | |||||||||||
| Interest | $ | 2,864 | $ | 2,631 | |||||||
| Income taxes | $ | 152 | $ | 26 | |||||||
| Supplemental disclosures of non-cash activities: | |||||||||||
| Transfer of inventories to rental assets | $ | 665 | $ | 134 | |||||||
| Capital expenditures financed through accounts payable or accrued liabilities | $ | 4,312 | $ | 3,228 | |||||||
| Right-of-use assets obtained in exchange for operating leases liabilities | $ | 833 | $ | 158 | |||||||
See accompanying notes to condensed consolidated financial statements.
8
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Basis of Presentation
The unaudited condensed consolidated financial statements contained herein have been prepared by Inseego Corp. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, the condensed consolidated financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of interim periods and may not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”). The information as of June 30, 2023, and for the six months ended June 30, 2023, and June 30, 2022, is unaudited, whereas the condensed consolidated balance sheet as of December 31, 2022, is derived from the Company’s audited consolidated financial statements as of that date. These condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest shareholders’ annual report (“Form 10-K”).
The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in the Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.
Segment Information
The Company has one reportable segment. The Chief Executive Officer, who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense.
Risks and Uncertainties
We may be affected by various macroeconomic factors and the current and future conditions in the global financial markets. The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, rising interest rates, inflation, increases in unemployment rates and uncertainty about economic stability. The inflationary pressures impacting the global supply chain could potentially increase the cost of net revenues in the current and future years. The ongoing inflation challenges could adversely impact future revenues, gross margins and financial results.
In addition, the COVID-19 pandemic continues to impact worldwide economic activity. A pandemic, including COVID-19 or other public health epidemic, poses the risk that the Company or its employees, manufacturers, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. The COVID-19 pandemic and mitigation measures have also had an adverse impact on global economic conditions which could have an adverse effect on the Company’s business and financial condition. The extent to which the COVID-19 pandemic, or any other outbreak of an epidemic disease, impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact.
Furthermore, a global semiconductor supply shortage continues to have wide-ranging impacts across the technology industry. While the shortage has not materially impacted the Company’s operations and financial results, it may negatively
9
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
impact the Company’s customers and the supply of materials needed for testing and production timeline. The Company’s suppliers, contract manufacturers, and customers are all taking actions to reduce the impact of the semiconductor shortage; however, if the shortage persists, the impact on operations and financial results could be material.
The inflationary pressures impacting the global supply chain could potentially increase our future cost of net revenues. The ongoing inflation challenges could adversely impact our future revenues, gross margins and financial results.
Liquidity
As of June 30, 2023, the Company had available cash and cash equivalents totaling $15.2 million and $14.2 million of excess availability under its secured asset-backed revolving credit facility. See Note 4, Debt, for more information on this credit facility.
The Company has a history of operating and net losses and overall usage of cash from operating and investing activities. The Company’s management believes that its cash and cash equivalents on-hand, together with anticipated cash flows from operations, availability under its secured asset-backed revolving credit facility, and anticipated savings from ongoing cost reduction efforts, will be sufficient to meet its cash flow needs for the next twelve months from the filing date of this report. To the extent that additional liquidity may be needed, the Company may issue up to $3.5 million (balance as of June 30, 2023; $9.5 million as of December 31, 2022) in equivalent shares of the Company’s common stock available, pursuant to a shelf-registration statement filed with the SEC on May 7, 2020 and amended from time to time. The Company’s ability to attain more profitable operations and continue to generate positive cash flow is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure. If events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures as a result of ongoing litigation, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives.
The Company’s liquidity could also be impaired by significant interruptions in its business operations, such as those described above under the heading Risks and Uncertainties, or, a material failure to satisfy its contractual commitments or a failure to generate revenues from new or existing products. In addition, there can be no assurance that any required or desired restructuring or financing will be available on terms favorable to the Company, or at all.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less. The Company’s cash and cash equivalents are generally held with large financial institutions worldwide to reduce the amount of exposure to credit risk. Cash and cash equivalents are recorded at market value, which approximates cost. Gains and losses associated with the Company’s foreign currency denominated demand deposits are recorded as a component of other income, net, in the condensed consolidated statements of operations. There are no cash equivalents as of December 31, 2022 and as of June 30, 2023. Restricted cash held in escrow as of December 31, 2021 was released during the third quarter of 2022 and we no longer have any restricted cash on our balance sheet as of June 30, 2023. Restricted cash as of June 30, 2022 was $3.3 million.
Recently Adopted Accounting Pronouncements
In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The guidance is effective for annual and interim periods beginning after December 15, 2021. The Company adopted the ASU in the first quarter of 2022 and there was no impact to the condensed consolidated financial statements.
In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40). The ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. The ASU is effective for annual and interim periods beginning after December 15, 2021.
10
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company adopted the ASU in the first quarter of 2022 and there was no impact to the condensed consolidated financial statements.
In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50). The ASU requires disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. The ASU does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The ASU is effective for annual and interim periods beginning after December 15, 2022, except for the rollforward requirement, which is effective for annual periods beginning after December 15, 2023. The Company adopted the ASU in the first quarter of 2023, and there was no impact to the consolidated financial statements.
2. Financial Statement Details
Inventories
Inventories consist of the following (in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Finished goods | $ | 19,893 | $ | 31,153 | |||||||
| Raw materials and components | 10,629 | 6,823 | |||||||||
| Total inventories | $ | 30,522 | $ | 37,976 | |||||||
Prepaid expenses and other
Prepaid expenses and other consists of the following (in thousands):
June 30, 2023 1 | December 31, 2022 | ||||||||||
Rebate receivables | $ | 1,789 | $ | 2,038 | |||||||
Receivables from contract manufacturers | 2,374 | 3,561 | |||||||||
Software licenses | 1,244 | 772 | |||||||||
Deposits | 713 | 829 | |||||||||
Financed assets | 889 | — | |||||||||
Other | 573 | 778 | |||||||||
| Total prepaid expenses and other | $ | 7,581 | $ | 7,978 | |||||||
11
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities consist of the following (in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Royalties | $ | 928 | $ | 992 | |||||||
| Payroll and related expenses | 4,788 | 8,873 | |||||||||
| Warranty obligations | 480 | 480 | |||||||||
| Professional fees | 549 | 738 | |||||||||
| Accrued interest | 1,060 | 1,112 | |||||||||
| Deferred revenue | 4,478 | 5,060 | |||||||||
| Customer advances | — | 2,828 | |||||||||
| Operating lease liabilities | 2,006 | 1,759 | |||||||||
| Accrued contract manufacturing liabilities | 690 | 1,416 | |||||||||
| Value added tax payables | 485 | 449 | |||||||||
| Other | 5,879 | 4,238 | |||||||||
| Total accrued expenses and other current liabilities | $ | 21,343 | $ | 27,945 | |||||||
3. Fair Value Measurement of Assets and Liabilities
Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Each fair value measurement is classified into one of the following levels based on the information used in the valuation:
Level 1: Observable inputs such as quoted prices in active markets.
Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly.
Level 3: The fair market value for level 3 securities may be highly sensitive to the use of unobservable inputs and subjective assumptions. Generally, changes in significant unobservable inputs may result in significantly lower or higher fair value measurements.
The Company’s financial instruments measured at fair value were $0 and less than $0.1 million as of June 30, 2023 and December 31, 2022 respectively.
The fair value of the interest make-whole payment derivative liability was determined using a Monte Carlo model using the following key assumptions:
| June 30, 2023 | December 31, 2022 | ||||||||||
| Volatility | 60 | % | 50 | % | |||||||
| Stock price | $0.64 per share | $0.84 per share | |||||||||
| Credit spread | 39.11 | % | 56.52 | % | |||||||
| Term | 1.84 years | 2.34 years | |||||||||
| Dividend yield | — | % | — | % | |||||||
| Risk-free rate | 4.96 | % | 4.35 | % | |||||||
There was no material change in the fair value of the interest make-whole liability for both the three and six months ended June 30, 2023. For the three and six months ended June 30, 2022, the Company recorded a $0.3 million and $0.9 million gain, respectively, as a result of the change in the fair value of the interest make-whole liability.
12
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The Company reviews the fair value hierarchy classification of its financial instruments measured at fair value each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There have been no transfers of assets or liabilities between fair value measurement classifications during the six months ended June 30, 2023 or 2022.
Other Financial Instruments
The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 3.25% convertible senior notes due 2025 (the “2025 Notes”, see “Note 4, Debt”). The 2025 Notes are carried at amortized cost, adjusted for changes in the fair value of the embedded derivative.
4. Debt
2025 Notes
On May 12, 2020, the Company completed its registered public offering of $100.0 million aggregate principal amount of 2025 Notes and issued $80.4 million principal amount of 2025 Notes in the privately negotiated exchange agreements that closed concurrently with the registered offering in May 2020. During the year ended 2021, certain holders of the 2025 Notes converted an aggregate of approximately $5.0 million in principal amount of the 2025 Notes into 428,669 shares of the Company’s common stock, including 32,221 shares of common stock issued in satisfaction of the interest make-whole payment. The 2025 Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.25%, payable semi-annually in arrears on May 1 and November 1 of each year.
As of June 30, 2023 and December 31, 2022, $161.9 million in principal amount of the 2025 Notes were outstanding, $80.4 million of which were held by related parties. As of both June 30, 2023 and December 31, 2022, accrued interest due of $0.9 million, was included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. Assuming no repurchases or conversions of the 2025 Notes prior to May 1, 2025, the entire principal balance of $161.9 million is due on May 1, 2025.
The 2025 Notes consist of the following (in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Principal | $ | 161,898 | $ | 161,898 | |||||||
| Add: fair value of embedded derivative | $ | — | $ | — | |||||||
| Less: unamortized debt discount | $ | (1,520) | $ | (1,933) | |||||||
| Less: unamortized issuance costs | $ | (1,209) | $ | (1,538) | |||||||
| Net carrying amount | $ | 159,169 | $ | 158,427 | |||||||
The effective interest rate on the liability component of the 2025 Notes was 4.23% and 4.18% for the three months ended June 30, 2023 and 2022, respectively, and 4.25% and 4.20% for the six months ended June 30, 2023 and 2022, respectively.
13
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Contractual interest expense | $ | 1,315 | $ | 1,315 | $ | 2,631 | $ | 2,631 | |||||||||||||||
| Amortization of debt discount | $ | 207 | $ | 207 | $ | 414 | $ | 414 | |||||||||||||||
| Amortization of debt issuance costs | $ | 165 | $ | 165 | $ | 329 | $ | 330 | |||||||||||||||
| Total interest expense | $ | 1,687 | $ | 1,687 | $ | 3,374 | $ | 3,375 | |||||||||||||||
Asset-backed Revolving Credit Facility
On August 5, 2022, the Company entered into a Loan and Security Agreement (the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), and Inseego North America LLC, an Oregon limited liability company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Loan Parties”). The Credit Agreement establishes a secured asset-backed revolving credit facility which is comprised of a maximum $50 million revolving credit facility (“Credit Facility”), with a minimum draw of $4.5 million upon execution of the Credit Agreement. The Credit Facility matures on December 31, 2024. Availability under the Credit Facility is determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers. Outstanding amounts exceeding the borrowing base must be repaid immediately. The Borrowers’ obligations under the Credit Agreement are guaranteed by the Company. The Loan Parties’ obligations under the Credit Agreement are secured by a continuing security interest in all property of each Loan Party, subject to certain Excluded Collateral (as defined in the Credit Agreement).
Borrowings under the Credit Facility may take the form of base rate (“Base Rate”) loans or Secured Overnight Financing Rate (“SOFR”) loans. SOFR loans will bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement as the Term SOFR Reference Rate for a term of one month on the day) plus the Applicable Margin (as defined in the Credit Agreement), with a Term SOFR floor of 1%. Base Rate loans will bear interest at a rate per annum equal to the Applicable Margin plus the greatest of (a) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal, (b) the sum of the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5% and (c) 3.50% per annum.
The Applicable Margin varies depending on the average outstanding amount for a preceding month. If the average outstanding amount for a preceding month is less than $15 million, the Applicable Margin will be 2.50% for Base Rate loans and 3.50% for SOFR loans. If the average outstanding amount for a preceding month is between $15 million and $25 million, the Applicable Margin will be 3.00% for Base Rate loans and 4.00% for SOFR loans. If the average outstanding amount for a preceding month is greater than $25 million, the Applicable Margin will be 4.5% for Base Rate loans and 5.50% for SOFR loans.
The Credit Agreement contains a financial covenant whereby the Loan Parties shall not permit the consolidated Liquidity (as defined in the Credit Agreement) to be less than $10 million at any time. The Credit Agreement also contains certain customary covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments. The Company determined that the term “Eligible Accounts”, as defined in the Credit Agreement would have excluded certain balances used in the determination of eligible collateral upon which the Company’s borrowing base is calculated and that exclusion would have resulted in a violation of the Liquidity Covenant as of December 31, 2022. Accordingly, to clarify this matter and others, the Loan Parties agreed to amend the Credit Agreement, (the “Amended Credit Agreement”) to modify and clarify the definitions of “Eligible Accounts”, “Permitted Indebtedness” and also “Eligible Inventory”. The Amendment was entered into on February 25, 2023 with an effective date of December 15, 2022. The Company was in compliance with the financial covenants of the Amended Credit Agreement as of June 30, 2023.
Upon execution of the Credit Agreement, the Company paid $1.1 million of debt issuance costs, which will be amortized to interest expense throughout the term of the agreement. As of June 30, 2023, the Company had outstanding borrowings of $3.3 million, a gross borrowing base of $17.5 million and excess availability of $14.2 million. The Company’s policy is to classify outstanding borrowings as long-term so long as such borrowings are not expected to exceed the borrowing base over the 12 months subsequent to the balance sheet date, in which case, any excess borrowings would be classified as short-term.
14
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The following tables set forth the principal amount outstanding and interest expense for the periods (in thousands):
| June 30, 2023 | December 31, 2022 | ||||||||||
| Principal | $ | 3,253 | $ | 7,851 | |||||||
| Less: unamortized issuance costs | $ | (699) | $ | (932) | |||||||
| Net carrying amount | $ | 2,554 | $ | 6,919 | |||||||
The effective interest rate of the Credit Facility was 28.5%, which includes 14.5% related to amortization of original issuance costs, for the six months ended June 30, 2023.
The following table sets forth total interest expense recognized related to the Credit Facility (in thousands):
| Six Months Ended June 30, 2023 | |||||
| Contractual interest expense | $ | 223 | |||
| Amortization of debt issuance costs | $ | 233 | |||
| Total interest expense | $ | 456 | |||
On May 2, 2023, (1) two related parties (the “Participants”) collectively purchased a $4.0 million last-out subordinated participation interest in the Credit Agreement (the “Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base under the Credit Facility by $4.0 million, increased the minimum draw to $8.5 million, and modified certain covenants. In connection with the purchase of the Participation Interest, we agreed to pay the Participants an aggregate exit fee ranging from 7.5% to 12.5% of the amount of the Participation Interest, payable upon the earlier to occur of (a) the maturity date of the Credit Facility, (b) termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Credit Facility, and (c) the early redemption of the Participation Interest, as applicable. Further, the purchase of the Participation Interest granted an option for the Participants to purchase the subject revolving loan or to redeem its Participation Interest under certain circumstances. The Participants are each affiliates of beneficial holders of greater than five percent of our outstanding common stock.
5. Share-based Compensation
During the six months ended June 30, 2023 and 2022 , the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, a maximum of 7,474,326 shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units (“RSUs”) or other awards, including awards with alternative vesting schedules such as performance-based criteria.
The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for the three and six months ended June 30, 2023 and 2022 (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
2023 1 | 2022 | 2023 1 | 2022 | ||||||||||||||||||||
| Cost of revenues | $ | 223 | $ | 259 | 406 | $ | 1,674 | ||||||||||||||||
| Research and development | 445 | 428 | 693 | 4,498 | |||||||||||||||||||
| Sales and marketing | 390 | 554 | 719 | 2,597 | |||||||||||||||||||
| General and administrative | 907 | 1,046 | 1,945 | 4,717 | |||||||||||||||||||
| Total | $ | 1,964 | $ | 2,287 | $ | 3,762 | $ | 13,486 | |||||||||||||||
15
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Stock Options
The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For performance stock awards subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model. Stock options generally have a term of ten years and vest over a - to four-year period.
The following table summarizes the Company’s stock option activity for the six months ended June 30, 2023:
| Outstanding — December 31, 2022 | 8,132,959 | ||||
| Granted | 128,250 | ||||
| Canceled | (886,833) | ||||
| Outstanding — June 30, 2023 | 7,374,376 | ||||
| Exercisable — June 30, 2023 | 5,518,502 | ||||
At June 30, 2023, total unrecognized compensation expense related to stock options was $5.5 million, which is expected to be recognized over a weighted-average period of 2.42 years.
Restricted Stock Units
Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over a - to four-year period.
On April 28, 2023, the Company granted a total of approximately 2.2 million RSUs to certain employees to encourage retention and incentivize future performance (“Retention Awards”). All of the Retention Awards fully vest on November 1, 2023.
The following table summarizes the Company’s RSU activity (including above retention RSUs) for the six months ended June 30, 2023:
| Non-vested — December 31, 2022 | 1,178,370 | ||||
| Granted | 2,235,890 | ||||
| Vested | (105,015) | ||||
| Forfeited | (120,109) | ||||
| Non-vested — June 30, 2023 | 3,189,136 | ||||
At June 30, 2023, total unrecognized compensation expense related to RSUs was $3.6 million, which is expected to be recognized over a weighted-average period of 0.82 years.
6. Earnings Per Share
Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method. Potentially dilutive securities (consisting primarily of the 2025 Notes calculated using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when the applicable exercise price is greater than the market price on the period end date as their effect would be anti-dilutive.
16
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Net loss attributable to common stockholders | $ | (5,675) | $ | (13,053) | $ | (11,503) | $ | (38,937) | |||||||||||||||
| Weighted-average common shares outstanding | 111,080,287 | 107,511,660 | 109,847,937 | 106,585,684 | |||||||||||||||||||
| Basic and diluted net loss per share | $ | (0.05) | $ | (0.12) | $ | (0.10) | $ | (0.37) | |||||||||||||||
The following is a summary of outstanding anti-dilutive potential shares of common stock that have been excluded from diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| (in thousands) | 2023 1 | 2022 | 2023 1 | 2022 | |||||||||||||||||||
| 2025 Notes | 14,090 | 14,341 | 14,090 | 14,341 | |||||||||||||||||||
| Non-qualified stock options | 7,404 | 8,693 | 7,581 | 8,521 | |||||||||||||||||||
| Restricted stock units | 2,574 | 1,443 | 1,894 | 1,433 | |||||||||||||||||||
| Employee stock purchase plan | 3,190 | 355 | 3,190 | 355 | |||||||||||||||||||
| Total | 27,259 | 24,832 | 26,756 | 24,650 | |||||||||||||||||||
7. Public Offering
In January 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, up to $40.0 million of shares of its common stock (the “ATM Offering”). In January 2021, the Company sold 1,516,073 shares of common stock, at an average price of $20.11 per share, for net proceeds of $29.4 million, after deducting underwriter fees and discounts, and other offering fees, pursuant to the ATM Offering. There were no ATM transactions in 2022. In March 2023, the Company’s Board of Directors approved the issuance of up to the remaining $9.5 million worth of shares under this ATM Offering. For the quarter ended March 31, 2023 the Company sold 858,098 shares of common stock, at an average price of $0.62 per share, for net proceeds of $0.5 million, after deducting underwriter fees and discounts. During the six months ended June 30, 2023 the Company sold 8,035,959 shares of common stock, at an average price of $0.75 per share, for net proceeds of $5.9 million, after deducting underwriter fees and discounts. As of March 31, 2023 and June 30, 2023, there were approximately $9 million and $3.5 million, respectively, of shares remaining available for sale under this ATM Offering.
8. Geographic Information and Concentrations of Risk
Geographic Information
The following table details the Company’s net revenues by geographic region based on shipping destination (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| United States and Canada | $ | 46,072 | $ | 52,826 | $ | 89,277 | $ | 105,468 | |||||||||||||||
| Europe | $ | 5,956 | $ | 7,602 | $ | 11,942 | $ | 13,222 | |||||||||||||||
Australia (a) | $ | 1,450 | $ | 148 | $ | 3,048 | $ | 398 | |||||||||||||||
| Other | $ | 79 | $ | 1,280 | $ | 84 | $ | 4,152 | |||||||||||||||
| Total | $ | 53,557 | $ | 61,856 | $ | 104,351 | $ | 123,240 | |||||||||||||||
Concentrations of Credit Risk
For the three months ended June 30, 2023, two customers accounted for 25.9% and 33.2% of net revenues, respectively. For the three months ended June 30, 2022, two customers accounted for 31.4% and 40.9%, respectively, of net revenues.
17
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2023, two customers accounted for 28.4% and 30% of net revenues, respectively. For the six months ended June 30, 2022, two customers accounted for 34.3% and 40.4%, respectively, of net revenues.
As of June 30, 2023, three customers accounted for 39.5%, 22.2% and 12% of accounts receivable, net, respectively. As of December 31, 2022, two customers accounted for 37.4% and 21.9% of accounts receivable, net, respectively.
9. Commitments and Contingencies
Noncancellable Purchase Obligations
The Company typically enters into commitments with its contract manufacturers that require future purchases of goods or services in the three to four quarters following the balance sheet date. Such commitments are noncancellable (“noncancellable purchase obligations”). As of June 30, 2023, future payments under these noncancellable purchase obligations were approximately $49.7 million.
Legal
The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company is regularly required to directly or indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition.
Indemnification
In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe third-party patents or other intellectual property rights. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition.
10. Leases
The components of the right-of-use assets and lease liabilities were as follows (in thousands):
| Balance Sheet Classification | June 30, 2023 | December 31, 2022 | |||||||||||||||
| Operating right-of-use assets, net | Right-of-use assets | $ | 6,229 | $ | 6,662 | ||||||||||||
| Current operating lease liabilities | Accrued expenses and other current liabilities | $ | 2,006 | $ | 1,759 | ||||||||||||
| Non-current operating lease liabilities | Other long-term liabilities | 5,498 | 5,903 | ||||||||||||||
| Total operating lease liabilities | $ | 7,504 | $ | 7,662 | |||||||||||||
| Weighted-average remaining lease term (in years) | 4.5 | 4.1 | |||||||||||||||
| Weighted-average discount rate | 9.0 | % | 9.0 | % | |||||||||||||
The components of lease cost were as follows (in thousands):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Operating lease costs included in operating costs and expenses | $ | 582 | $ | 590 | $ | 1,174 | $ | 1,200 | |||||||||||||||
Supplemental cash flow information related to leases was as follows (in thousands):
18
INSEEGO CORP.
Notes to Condensed Consolidated Financial Statements (Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2023 | 2022 | 2023 | 2022 | ||||||||||||||||||||
| Operating cash flows related to operating leases | $ | 607 | $ | 617 | $ | 1,231 | $ | 1,239 | |||||||||||||||
| Operating right-of-use assets obtained in exchange for lease liabilities | $ | 783 | $ | 79 | $ | 833 | $ | 158 | |||||||||||||||
Future minimum payments under operating leases were as follows as of June 30, 2023 (in thousands):
| 2023 (remainder) | $ | 1,159 | |||
| 2024 | 2,252 | ||||
| 2025 | 1,885 | ||||
| 2026 | 1,841 | ||||
| 2027 | 1,258 | ||||
| 2028 | 147 | ||||
| Thereafter | 717 | ||||
| Total minimum operating lease payments | $ | 9,259 | |||
| Less: amounts representing interest | (1,755) | ||||
| Present value of net minimum operating lease payments | 7,504 | ||||
| Less: current portion | (2,006) | ||||
| Long-term portion of operating lease obligations | $ | 5,498 | |||
Sublease of operating lease
The Company subleased one of its leased properties in San Diego effective June 2023 for total sublease rental payments of $1.2 million over 4.25 years, without a change to nor relief from current obligations under the original lease agreement which the Company continued accounting as an operating lease. Sublease income earned on a straight-line basis amounted to less than $0.1 million for the three and six months ended June 30, 2023 and is included under other income (expense) in the condensed consolidated statements of operations.
Further, the associated lease cost for the term of the sublease, which is equal to the remaining term of the original lease, exceeded the anticipated sublease income for the same period. The Company treated this as an indicator that the carrying amount of the right-of-use asset associated with the original lease may not be recoverable. As a result, the Company tested the related right-of-use asset for recoverability and determined that the carrying amount of the lease was not recoverable as it exceeded its fair value. Accordingly, an impairment loss of approximately $0.5 million was determined as the difference between the $1.5 million carrying value of the right-of-use asset and the $1.0 million fair value. The fair value of the right-of-use asset for the original lease was determined based on the net present value of the total future cash flows from the related sublease agreement as of June 2, 2023 (sublease commencement date), using a 9% marketable discount rate that considers the amount and term of the sublease.
11. Income Taxes
The Company’s income tax provision was $0.3 million and $0.6 million for the three and six months ended June 30, 2023, respectively, compared to a tax benefit of $0.3 million and $0.6 million for the three and six months ended June 30, 2022, respectively. Income taxes for both periods consisted primarily of foreign income taxes at certain of the Company’s international entities and minimum state taxes for its U.S.-based entities. The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities and several of its foreign subsidiaries. The income tax provisions for the three and six months ended June 30, 2023 and tax benefits for the three and six months ended June 30, 2022 were largely driven by the Company’s foreign subsidiaries which had unrealized foreign currency gains and improved profitability during the three and six months ended June 30, 2023 compared to significant unrealized foreign currency losses during the three and six months ended June 30, 2022.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You should not place undue reliance on these statements. These forward-looking statements include statements that reflect the views of our senior management with respect to our current expectations, assumptions, estimates and projections about Inseego and our industry. These forward-looking statements speak only as of the date of this report. We disclaim any undertaking to publicly update or revise any forward-looking statements contained herein to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Statements that include the words “may,” “could,” “should,” “would,” “estimate,” “anticipate,” “believe,” “expect,” “preliminary,” “intend,” “plan,” “project,” “outlook,” “will” and similar words and phrases identify forward-looking statements. Forward-looking statements address matters that involve risks and uncertainties that could cause actual results to differ materially from those anticipated in these forward-looking statements as of the date of this report. We believe that these factors include those related to:
•our ability to compete in the market for wireless broadband data access products, wireless modem products, and asset management, monitoring, telematics, vehicle tracking and fleet management products;
•our ability to develop and introduce new products and services successfully;
•our ability to meet the price and performance standards of the evolving 5G New Radio (“5G NR”) products and technologies;
•our ability to expand our customer reach/reduce customer concentration;
•our ability to grow the Internet of Things (“IoT”) and mobile portfolio outside of North America;
•our ability to grow our Ctrack/asset tracking solutions within North America;
•our dependence on a small number of customers for a substantial portion of our revenues;
•our ability to make scheduled payments on, or to refinance our indebtedness, including our convertible notes obligations;
•our ability to introduce and sell new products that comply with current and evolving industry standards and government regulations;
•our ability to develop and maintain strategic relationships to expand into new markets;
•our ability to properly manage the growth of our business to avoid significant strains on our management and operations and disruptions to our business;
•our reliance on third parties to manufacture our products;
•our contract manufacturer’s ability to secure necessary supply to build our devices;
•increases in costs, disruption of supply or the shortage of semiconductors or other key components of our products;
•our ability to mitigate the impact of tariffs or other government-imposed sanctions;
•our ability to accurately forecast customer demand and order the manufacture and timely delivery of sufficient product quantities;
•our reliance on sole source suppliers for some products and devices used in our solutions;
•the continuing impact of uncertain global economic conditions on the demand for our products;
•the impact of geopolitical instability on our business, including the current conflict between Russia and Ukraine;
•the emergence of global public health emergencies, such as the outbreak of the 2019 novel coronavirus (2019-nCoV), known as “COVID-19”, which could extend lead times in our supply chain and lengthen sales cycles with our customers;
•direct and indirect effects of COVID-19 on our employees, customers and supply chain and the economy and financial markets;
•the impact of high inflation and rising interest rates;
•our ability to be cost competitive while meeting time-to-market requirements for our customers;
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•our ability to meet the product performance needs of our customers in wireless broadband data access in industrial IoT (“IIoT”) markets;
•demand for fleet, vehicle and asset management software-as-a-service (“SaaS”) telematics solutions;
•our dependence on wireless telecommunication operators delivering acceptable wireless services;
•the outcome of any pending or future litigation, including intellectual property litigation;
•infringement claims with respect to intellectual property contained in our solutions;
•our continued ability to license necessary third-party technology for the development and sale of our solutions;
•the introduction of new products that could contain errors or defects;
•conducting business abroad, including foreign currency risks;
•the pace of 5G wireless network rollouts globally and their adoption by customers;
•our ability to make focused investments in research and development; and
•our ability to hire, retain and manage additional qualified personnel to maintain and expand our business.
The foregoing factors should not be construed as exhaustive and should be read together with the other cautionary statements included in this and other reports we file with or furnish to the Securities and Exchange Commission (“SEC”), including the information in “Item 1A. Risk Factors” included in Part I of our Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”). If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. As used in this report on Form 10-Q, unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Inseego” refer to Inseego Corp., a Delaware corporation, and its wholly-owned subsidiaries.
Trademarks
“Inseego”, “Inseego Subscribe”, “Inseego Manage”, “Inseego Secure”, “Inseego Vision”, the Inseego logo, “MiFi”, “MiFi Intelligent Mobile Hotspot”, “Wavemaker”, “Clarity”, and “Skyus” are trademarks or registered trademarks of Inseego and its subsidiaries. Other trademarks, trade names or service marks used in this report are the property of their respective owners.
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The following information should be read in conjunction with the condensed consolidated financial statements and the accompanying notes included in Part I, Item 1 of this report, as well as the annual consolidated financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the year ended December 31, 2022, contained in our Form 10-K.
Business Overview
Inseego Corp. is a leader in the design and development of cloud-managed 5G wireless wide area network (WWAN) and intelligent edge solutions. Our portfolio is comprised of secure, high-performance, cloud-managed fixed and mobile WWAN modems, routers, and gateways; enterprise networking software-defined edge (“SD EDGE”) solutions powered by our 5G WWAN portfolio that secures and prioritizes corporate network traffic; and intelligent edge and telematics solutions with built-in artificial intelligence (“AI”) technology, created to improve business outcomes. All of these products and solutions are designed and developed in the U.S. and are used in mission-critical applications requiring the highest levels of security and zero unscheduled downtime. These solutions support business applications such as enterprise networking, software-defined wide area network (“SD-WAN”) failover management, asset tracking, edge computing, artificial intelligence, fleet management, and other services.
We have been at the forefront of the ways in which the world stays connected and accesses information, protects, and derives intelligence from that information. With multiple first-to-market innovations across a number of wireless technologies, including 5G, and a strong and growing portfolio of hardware and software innovations for IIoT solutions, Inseego has been advancing technology and driving industry transformations for over 30 years. It is this proven expertise, commitment to quality, obsession with innovation and a relentless focus on execution that makes us a preferred global partner of service providers, distributors, value-added resellers, system integrators, and enterprises worldwide.
Our Sources of Revenue
We provide intelligent, cloud-managed wireless 4G and 5G hardware products for the worldwide mobile communications and IIoT markets. Our hardware products address multiple vertical markets including private LTE/5G networks, the First Responders Network Authority/Firstnet, SD-WAN, telematics, remote monitoring and surveillance, and fixed wireless access and mobile broadband devices. Our broad range of products principally includes intelligent 4G and 5G fixed wireless routers and gateways, mobile hotspots, wireless gateways and routers for IIoT applications, Gb speed 4G LTE hotspots and USB modems, integrated telematics and mobile tracking hardware devices, which are supported by applications software and cloud services designed to enable customers to easily analyze data insights and configure/manage their hardware remotely. Our products currently operate on most major global cellular wireless networks. Our mobile hotspots sold under the MiFi brand have been sold to millions of end users, and provide subscribers with secure and convenient high-speed access to corporate, public and personal information through the Internet and enterprise networks. Our wireless standalone and USB modems and gateways allow us to address the rapidly growing and underpenetrated IoT market segments. Our telematics and mobile asset tracking hardware devices collect and control critical vehicle data and driver behaviors, and can reliably deliver that information to the cloud, all managed by our services enablement platforms.
Our MiFi customer base is comprised of wireless operators to whom we provide intelligent fixed and mobile wireless devices. These wireless operators include Verizon Wireless, T-Mobile and U.S. Cellular in the United States, Rogers and Telus in Canada, Telstra in Australia, as well as other international wireless operators, distributors and various companies in other vertical markets and geographies.
We sell our 5G WWAN solutions, integrated telematics and mobile tracking hardware devices through our direct sales force, value-added resellers and through distributors. The customer base for our products is comprised of transportation companies, industrial enterprises, retailers, manufacturers, application service providers, system integrators and distributors in various industries, including fleet and vehicle transportation, aviation ground service management, energy and industrial automation, security and safety, medical monitoring and government. Integrated telematics and asset tracking devices are provided as part of our integrated SaaS solutions.
We sell SaaS, software and services solutions across multiple vertical markets, including fleet management, vehicle telematics, stolen vehicle recovery, asset tracking, monitoring, business connectivity and subscription management. Our SaaS delivery platforms include our telematics and asset tracking and management platforms, which provide fleet, vehicle, aviation, municipalities, healthcare, utilities asset and other telematics applications. Our SaaS platforms are device-agnostic and provide a standardized, scalable way to order, connect and manage remote assets and to improve business operations. The platforms are flexible and support both on-premise server or cloud-based deployments and are the basis for the delivery of a wide range of IoT services in multiple industries.
We classify our revenues from the sale of our products and services into two distinct groupings, specifically IoT & Mobile Solutions and Enterprise SaaS Solutions. Both IoT & Mobile Solutions and Enterprise SaaS Solutions revenues include any hardware and software required for the respective solution. .
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Factors Which May Influence Future Results of Operations
Net Revenues. We believe that our future net revenues may be influenced by a number of factors including:
•economic environment and related market conditions such as inflation;
•increased competition from other fleet and vehicle telematics solutions, as well as suppliers of emerging devices that contain wireless data access or device management features;
•acceptance of our products by new vertical markets;
•growth in the aviation ground vertical;
•rate of change to new products;
•deployment of 5G infrastructure equipment;
•adoption of 5G end point products;
•competition in the area of 5G technology;
•our contract manufacturer’s ability to secure necessary supply to of semiconductors and other key components to build our devices;
•product pricing;
•the impact of the COVID-19 pandemic on our business; and
•changes in technologies.
Our revenues are also significantly dependent upon the availability of materials and components used in our hardware products.
We have made significant investments in additional products and services, including SaaS and additional service offerings, industrial IoT hardware and services, and other mobile and fixed wireless devices targeting the emerging 5G market. We continue to develop and maintain strategic relationships with service providers and other wireless industry leaders such as Verizon Wireless, T-Mobile, and Qualcomm. Through strategic relationships, we have been able to maintain market penetration by leveraging the resources of our channel partners, including their access to distribution resources, increased sales opportunities and market opportunities.
The demand environment for our 5G products during the three and six months ended June 30, 2023 was consistent with our expectations. However, we have recently experienced lower sales of LTE gigabit hotspots within IoT & Mobile Solutions as COVID-19 pandemic demand has eased. The macroeconomic environment continues to remain uncertain and the demand for our products in prior years may not be sustainable for the long term. We will continue to monitor the implications of the COVID-19 pandemic on our business, as well as our customers’ and suppliers’ businesses.
Cost of Net Revenues. Cost of net revenues includes all costs associated with our contract manufacturers, distribution, fulfillment and repair services, delivery of SaaS services, warranty costs, amortization of intangible assets, royalties, operations overhead, costs associated with cancellation of purchase orders and costs related to outside services. Also included in cost of net revenues are costs related to inventory adjustments, as well as any write downs for excess and obsolete inventory and abandoned product lines. Inventory adjustments are impacted primarily by demand for our products, which is influenced by the factors discussed above. The inflationary pressures impacting the global supply chain could potentially increase the cost of net revenues in the current and future years.
Operating Costs and Expenses. Our operating costs consist of three primary categories: research and development, sales and marketing, and general and administrative costs.
Research and development is at the core of our ability to produce innovative, leading-edge products. These expenses consist primarily of engineers and technicians who design and test our highly complex products and the procurement of testing and certification services.
Sales and marketing expenses consist primarily of our sales force and product-marketing professionals. In order to maintain strong sales relationships, we provide co-marketing, trade show support and product training. We are also engaged in a wide variety of marketing activities, such as awareness and lead generation programs as well as product marketing. Other marketing initiatives include public relations, seminars and co-branding with partners.
General and administrative expenses include primarily corporate functions such as accounting, human resources, legal, administrative support and professional fees. This category also includes the expenses needed to operate as a publicly-traded company, including compliance with the Sarbanes-Oxley Act of 2002, as amended, SEC filings, stock exchange fees and investor relations expense. Although general and administrative expenses are not directly related to revenue levels, certain expenses, such as legal expenses and provisions for bad debts, may cause significant volatility in future general and administrative expenses, which may, in turn, impact net revenue levels.
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As part of our business strategy, we may review acquisition or divestiture opportunities that we believe would be advantageous or complementary to the development of our business. Given our current cash position and recent losses, any additional acquisitions we make would likely involve issuing stock or drawing on our revolving credit facility in order to provide the purchase consideration for the acquisitions. If we make any additional acquisitions, we may incur substantial expenditures in conjunction with the acquisition process and the subsequent assimilation of any acquired business, products, technologies or personnel.
Critical Accounting Policies and Estimates
In the notes to our consolidated financial statements and in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K, we have disclosed those accounting policies that we consider to be significant in determining our results of operations and financial condition. There have been no material changes to those policies that we consider to be significant since the filing of our Form 10-K. The accounting principles used in preparing our unaudited condensed consolidated financial statements conform in all material respects to accounting principles generally accepted in the U.S.
Results of Operations
Three Months Ended June 30, 2023 Compared to Three Months Ended June 30, 2022
Net revenues. Net revenues for the three months ended June 30, 2023 were $53.6 million, compared to $61.9 million for the same period in 2022.
The following table summarizes net revenues by our two product categories (in thousands):
| Three Months Ended June 30, | Change | |||||||||||||||||||||||||
| Product Category | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| IoT & Mobile Solutions | $ | 46,383 | $ | 54,990 | $ | (8,607) | (15.7) | % | ||||||||||||||||||
| Enterprise SaaS Solutions | 7,174 | 6,866 | 308 | 4.5 | ||||||||||||||||||||||
| Total | $ | 53,557 | $ | 61,856 | $ | (8,299) | (13.4) | |||||||||||||||||||
IoT & Mobile Solutions. The $8.6 million decrease in IoT & Mobile Solutions net revenues over the same period in 2022 is primarily due to decreases in our carrier offerings and lower sales of LTE gigabit hotspots as the COVID-19 pandemic demand eased, partially offset by sales of our second-generation and fourth-generation 5G hotspot related to our MiFi business (launched in later part of 2022).
Enterprise SaaS Solutions. The $0.3 million increase in Enterprise SaaS Solutions net revenues over the same period in 2022 is primarily due to increase in Enterprise SaaS Solutions net revenue throughout the rest of the world as a result of the lifting of COVID-19 related installation restrictions in place during fiscal 2022.
Cost of net revenues. Cost of net revenues for the three months ended June 30, 2023 was $34.7 million, or 64.7% of net revenues, compared to $44.0 million, or 71.1% of net revenues, for the same period in 2022.
The following table summarizes cost of net revenues by our two product categories (in thousands):
| Three Months Ended June 30, | Change | |||||||||||||||||||||||||
| Product Category | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| IoT & Mobile Solutions | $ | 31,789 | $ | 40,694 | $ | (8,905) | (21.9) | % | ||||||||||||||||||
| Enterprise SaaS Solutions | 2,872 | 3,270 | (398) | (12.2) | ||||||||||||||||||||||
| Total | $ | 34,661 | $ | 43,964 | $ | (9,303) | (21.2) | |||||||||||||||||||
IoT & Mobile Solutions. The $8.9 million decrease in IoT & Mobile Solutions cost of net revenues over the same period in 2022 is primarily a result of lower sales of LTE gigabit hotspots.
Enterprise SaaS Solutions. The $0.4 million decrease in Enterprise SaaS Solutions cost of net revenues over the same period in 2022 is primarily due to reduced costs associated with providing our recurring rental and subscription services.
Gross profit. Gross profit for the three months ended June 30, 2023 was $18.9 million, or a gross margin of 35.3%, compared to $17.9 million, or a gross margin of 28.9%, for the same period in 2022. The increase in gross profit is primarily
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due to increase in revenue from Enterprise SaaS Solutions, reduced costs associated with providing our recurring rental and subscription services, and various initiatives to improve efficiencies in production.
Operating costs and expenses. The following table summarizes operating costs and expenses (in thousands):
| Three Months Ended June 30, | Change | |||||||||||||||||||||||||
| Operating costs and expenses | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| Research and development | $ | 10,022 | $ | 13,619 | $ | (3,597) | (26.4) | % | ||||||||||||||||||
| Sales and marketing | 5,974 | 7,721 | (1,747) | (22.6) | ||||||||||||||||||||||
| General and administrative | 5,752 | 6,142 | (390) | (6.3) | ||||||||||||||||||||||
| Amortization of purchased intangible assets | 424 | 443 | (19) | (4.3) | ||||||||||||||||||||||
| Total | $ | 22,172 | $ | 27,925 | $ | (5,753) | (20.6) | |||||||||||||||||||
Research and development expenses. Research and development expenses for the three months ended June 30, 2023 were $10.0 million, or 18.7% of net revenues, compared to $13.6 million, or 22.0% of net revenues, for the same period in 2022. The decrease in research and development expenses was primarily due to fewer new projects undertaken during the current period.
Sales and marketing expenses. Sales and marketing expenses for the three months ended June 30, 2023 were $6.0 million, or 11.2% of net revenues, compared to $7.7 million, or 12.5% of net revenues, for the same period in 2022. The decrease in sales and marketing expenses was primarily due to lower consulting costs and reduction in sales headcount compared to the same period in 2022.
General and administrative expenses. General and administrative expenses for the three months ended June 30, 2023 were $5.8 million, or 10.7% of net revenues, compared to $6.1 million, or 9.9% of net revenues, for the same period in 2022. The decrease in general and administrative expense was primarily due to decrease in share-based expense due to lower RSU bonus released during the three months ended June 30, 2023 compared to the same period in 2022.
Amortization of purchased intangible assets. Amortization of purchased intangible assets for each of the three months ended June 30, 2023 and 2022 was $0.4 million.
Other (expense) income. The following table summarizes other (expense) income (in thousands):
| Three Months Ended June 30, | Change | |||||||||||||||||||||||||
| Other (expense) income | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| Interest expense, net | $ | (2,014) | $ | (1,664) | $ | (350) | 21.0 | |||||||||||||||||||
| Other (expense) income, net | 658 | (982) | 1,640 | (167.0) | ||||||||||||||||||||||
| Total | $ | (1,356) | $ | (2,646) | $ | 1,290 | (48.8) | |||||||||||||||||||
Interest expense, net. The $0.4 million increase in interest expense, net over the same period in 2022 was primarily due to the Credit Agreement (as defined below) which commenced in the second half of 2022.
Other (expense) income, net. The $1.6 million increase in other income, net over the same period in 2022 is primarily due to foreign currency exchange gains in the current period.
Income tax provision (benefit). Income tax provision for the three months ended June 30, 2023 and 2022 was a provision of $0.3 million and a benefit of $0.3 million, respectively. This $0.6 million increase in income tax expense was driven by an increase in pre-tax profits at certain foreign subsidiaries for the current year period compared to a loss in the prior year period.
Series E preferred stock dividends. During each of the three months ended June 30, 2023 and 2022, we recorded dividends of $0.7 million, on our Fixed-Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.001 per share (the “Series E Preferred Stock”).
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Six Months Ended June 30, 2023 Compared to Six Months Ended June 30, 2022
Net revenues. Net revenues for the six months ended June 30, 2023 were $104.4 million, compared to $123.2 million for the same period in 2022.
The following table summarizes net revenues by our two product categories (in thousands):
| Six Months Ended June 30, 2023 | Change | |||||||||||||||||||||||||
| Product Category | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| IoT & Mobile Solutions | $ | 90,010 | $ | 109,495 | $ | (19,485) | (17.8) | % | ||||||||||||||||||
| Enterprise SaaS Solutions | 14,341 | 13,745 | 596 | 4.3 | ||||||||||||||||||||||
| Total | $ | 104,351 | $ | 123,240 | $ | (18,889) | (15.3) | |||||||||||||||||||
IoT & Mobile Solutions. The $19.5 million decrease in IoT & Mobile Solutions net revenues over the same period in 2022 is primarily due to decreases in our carrier offerings and lower sales of LTE gigabit hotspots as the COVID-19 pandemic demand eased, partially offset by sales of our second-generation and fourth-generation 5G hotspot related to our MiFi business (launched in later part of 2022), sales from our expanding Enterprise FWA business and subscriber growth in our Enterprise and Inseego Subscribe businesses.
Enterprise SaaS Solutions. The $0.6 million increase in Enterprise SaaS Solutions net revenues over the same period in 2022 is primarily due to increase in Enterprise SaaS Solutions net revenue throughout the rest of the world as a result of the lifting of COVID-19 related installation restrictions in place during fiscal 2022.
Cost of net revenues. Cost of net revenues for the six months ended June 30, 2023 was $67.3 million, or 64.5% of net revenues, compared to $90.1 million, or 73.1% of net revenues, for the same period in 2022.
The following table summarizes cost of net revenues by our two product categories (in thousands):
| Six Months Ended June 30, 2023 | Change | |||||||||||||||||||||||||
| Product Category | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| IoT & Mobile Solutions | $ | 61,451 | $ | 83,597 | $ | (22,146) | (26.5) | % | ||||||||||||||||||
| Enterprise SaaS Solutions | 5,817 | 6,503 | (686) | (10.5) | ||||||||||||||||||||||
| Total | $ | 67,268 | $ | 90,100 | $ | (22,832) | (25.3) | |||||||||||||||||||
IoT & Mobile Solutions. The $22.1 million decrease in IoT & Mobile Solutions cost of net revenues over the same period in 2022 is primarily is a result of lower sales of LTE gigabit hotspots.
Enterprise SaaS Solutions. The $0.7 million decrease in Enterprise SaaS Solutions cost of net revenues over the same period in 2022 is primarily due to reduced costs associated with providing our recurring rental and subscription services.
Gross profit. Gross profit for the six months ended June 30, 2023 was $37.1 million, or a gross margin of 35.5%, compared to $33.1 million, or a gross margin of 26.9%, for the same period in 2022. The increase in gross profit is primarily due to increase in revenue from Enterprise SaaS Solutions, reduced costs associated with providing our recurring rental and subscription services, and various initiatives to improve efficiencies in production.
Operating costs and expenses. The following table summarizes operating costs and expenses (in thousands):
| Six Months Ended June 30, 2023 | Change | |||||||||||||||||||||||||
| Operating costs and expenses | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| Research and development | $ | 18,176 | $ | 32,179 | $ | (14,003) | (43.5) | % | ||||||||||||||||||
| Sales and marketing | 12,620 | 17,494 | (4,874) | (27.9) | ||||||||||||||||||||||
| General and administrative | 11,797 | 14,380 | (2,583) | (18.0) | ||||||||||||||||||||||
| Amortization of purchased intangible assets | 853 | 887 | (34) | (3.8) | ||||||||||||||||||||||
| Impairment of capitalized software | 504 | — | 504 | n/a | ||||||||||||||||||||||
| Total | $ | 43,950 | $ | 64,940 | $ | (20,990) | (32.3) | |||||||||||||||||||
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Research and development expenses. Research and development expenses for the six months ended June 30, 2023 were $18.2 million, or 17.4% of net revenues, compared to $32.2 million, or 26.1% of net revenues, for the same period in 2022. The decrease in research and development expenses was primarily due to fewer new projects undertaken during the current period.
Sales and marketing expenses. Sales and marketing expenses for the six months ended June 30, 2023 were $12.6 million, or 12.1% of net revenues, compared to $17.5 million, or 14.2% of net revenues, for the same period in 2022. The decrease in sales and marketing expenses was primarily due to lower consulting costs and reduction in sales headcount compared to the same period in 2022.
General and administrative expenses. General and administrative expenses for the six months ended June 30, 2023 were $11.8 million, or 11.3% of net revenues, compared to $14.4 million, or 11.7% of net revenues, for the same period in 2022. The decrease in general and administrative expense was primarily due to decrease in share-based expense due to lower RSU bonus released during the six months ended June 30, 2023 compared to the same period in 2022.
Amortization of purchased intangible assets. Amortization of purchased intangible assets for each of the six months ended June 30, 2023 and 2022 was $0.9 million.
Impairment of capitalized software. Impairment of capitalized software for the six months ended June 30, 2023 and 2022 was $0.5 million and $0, respectively. The impairment was primarily due to lower sales demand for one of our products.
Other (expense) income. The following table summarizes other (expense) income (in thousands):
| Six Months Ended June 30, 2023 | Change | |||||||||||||||||||||||||
| Other (expense) income | 2023 | 2022 | $ | % | ||||||||||||||||||||||
| Loss on debt conversion and extinguishment, net | — | (450) | 450 | (100.0) | % | |||||||||||||||||||||
| Interest expense, net | $ | (4,011) | $ | (4,587) | $ | 576 | (12.6) | |||||||||||||||||||
| Other (expense) income, net | 1,453 | (1,387) | 2,840 | (204.8) | ||||||||||||||||||||||
| Total | $ | (2,558) | $ | (6,424) | $ | 3,866 | (60.2) | |||||||||||||||||||
Loss on debt conversion and extinguishment, net. The loss on debt conversion and extinguishment, net for the six months ended June 30, 2023 and 2022 was $0 and $0.5 million, respectively. This was a non-recurring event in 2022.
Interest expense, net. The $0.6 million decrease in interest expense, net over the same period in 2022 was primarily a result of certain 2022 Notes debt extinguishments related adjustments, offset by loan interest incurred under the Credit Agreement (as defined below), recorded in the prior period.
Other (expense) income, net. The $2.8 million increase in other income, net over the same period in 2022 is primarily due to favorable changes in foreign exchange rates in the current period.
Income tax provision (benefit). Income tax provision for the six months ended June 30, 2023 and 2022 was a provision of $0.6 million and a benefit of $0.6 million, respectively. This $1.2 million increase in income tax expense was driven by an increase in pre-tax profits at certain foreign subsidiaries for the current year period compared to a loss in the prior year period.
Series E preferred stock dividends. During the six months ended June 30, 2023 and 2022, we recorded dividends of $1.5 million and $1.3 million, respectively, on our Fixed-Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.001 per share (the “Series E Preferred Stock”).
Liquidity and Capital Resources
Our principal sources of liquidity are our existing cash and cash equivalents and availability under our new revolving credit facility. As of June 30, 2023, we had available cash and cash equivalents totaling $15.2 million and $14.2 million of excess availability under our revolving credit facility. We also have an equity distribution agreement through which we may sell shares of our common stock, and as of June 30, 2023, there was approximately $3.5 million of cash remaining before underwriter fees and discounts that we may generate from such issuance.
We have a history of operating and net losses and overall usage of cash from operating and investing activities. Our management believes that our cash and cash equivalents, together with anticipated cash flows from operations, availability under our secured asset-backed revolving credit facility, and anticipated savings from ongoing cost reduction efforts, will be sufficient to meet our cash flow needs for the next twelve months from the filing date of this report. If events or circumstances occur such that we do not meet our operating plan as expected, or if we become obligated to pay unforeseen expenditures as a result of ongoing litigation, we may be required to raise capital, reduce planned research and development activities, incur
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restructuring charges or reduce other operating expenses which could have an adverse impact on our ability to achieve our intended business objectives.
Our liquidity could be compromised if there is any interruption in our business operations, a material failure to satisfy our contractual commitments or a failure to generate revenue from new or existing products. Ultimately, our ability to attain profitability and to generate positive cash flow is dependent upon achieving a level of revenues adequate to support our evolving cost structure and increasing working capital needs. If events or circumstances occur such that we do not meet our operating plan as expected, we may be required to raise additional capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures which could have an adverse impact on our ability to achieve our intended business objectives. There can be no assurance that any required or desired restructuring or financing will be available on terms favorable to us, or at all. If additional funds are raised by the issuance of equity securities, Company stockholders could experience dilution of their ownership interests and securities issued may have rights senior to those of the holders of the Company’s common stock. If additional funds are raised by the issuance of debt securities, we may be subject to additional limitations on our operations. Additionally, we are uncertain of the full extent to which the COVID-19 pandemic will impact our business, operations and financial results.
Revolving Credit Facility
On August 5, 2022, we entered into a Loan and Security Agreement (the “Credit Agreement”) with Siena Lending Group LLC, as lender (“Lender”). The Credit Agreement established a $50.0 million secured asset-backed revolving credit facility (“Credit Facility”) with a final maturity date of December 31, 2024. On February 25, 2023, we entered into an amendment of the Credit Agreement with an effective date of December 15, 2022, which clarified certain terms within the Credit Agreement. On May 2, 2023, we entered into a third amendment of the Credit Agreement which increased the borrowing base under the Credit Facility by $4.0 million, increased the minimum draw to $8.5 million, and modified certain covenants (as so amended, the “Amended Credit Agreement”). Availability under the Credit Facility is determined monthly by a Borrowing Base (as defined in the Amended Credit Agreement) comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers. Outstanding amounts exceeding the borrowing base must be repaid immediately.
Borrowings under the Credit Facility may take the form of base rate (“Base Rate”) loans or Secured Overnight Financing Rate (“SOFR”) loans. SOFR loans will bear interest at a rate per annum equal to Term SOFR (as defined in the Amended Credit Agreement as the Term SOFR Reference Rate for a term of one month on the day) plus the Applicable Margin (as defined in the Amended Credit Agreement), with a Term SOFR floor of 1%. Base Rate loans will bear interest at a rate per annum equal to the Applicable Margin plus the greatest of (a) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal, (b) the sum of the Federal Funds Rate (as defined in the Amended Credit Agreement) plus 0.5% and (c) 3.50% per annum.
The Applicable Margin varies depending on the average outstanding amount for a preceding month. If the average outstanding amount for a preceding month is less than $15 million, the Applicable Margin will be 2.50% for Base Rate loans and 3.50% for SOFR loans. If the average outstanding amount for a preceding month is between $15 million and $25 million, the Applicable Margin will be 3.00% for Base Rate loans and 4.00% for SOFR loans. If the average outstanding amount for a preceding month is greater than $25 million, the Applicable Margin will be 4.5% for Base Rate loans and 5.50% for SOFR loans.
The Amended Credit Agreement contains a financial covenant whereby the Loan Parties shall not permit the consolidated Liquidity (as defined in the Credit Agreement) to be less than $10 million at any time. The Credit Agreement also contains certain customary covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments. We were in compliance with the financial covenants contained in the Amended Credit Agreement as of June 30, 2023.
As of June 30, 2023, we had outstanding borrowings of $3.3 million, a gross borrowing base of $17.5 million and excess availability of $14.2 million.
2025 Notes
On May 12, 2020, we completed a registered public offering of $100.0 million aggregate principal amount of our 3.5% convertible senior notes due 2025 (the “2025 Notes”) and issued $80.4 million principal amount of 2025 Notes in the privately negotiated exchange agreements that closed concurrently with the registered offering in May 2020.
As of June 30, 2023 and December 31, 2022, $161.9 million in principal amount of the 2025 Notes were outstanding. Assuming no repurchases or conversions of the 2025 Notes prior to May 1, 2025, the entire principal balance of $161.9 million is due on May 1, 2025. The 2025 Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.25%, payable semi-annually in arrears on May 1 and November 1 of each year.
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Equity Distribution Agreement
On January 25, 2021, we entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which we may offer and sell, from time to time, through or to the Agent, up to $40.0 million of shares of our common stock (the “ATM Offering”) pursuant to the Company’s Registration Statement on Form S-3ASR (File No. 333-238057), as filed with the SEC on May 7, 2020 and amended from time to time. During the six months ended June 30, 2023 the Company sold 8,035,959 shares of common stock, at an average price of $0.75 per share, for net proceeds of $5.9 million, after deducting underwriter fees and discounts. As of June 30, 2023, there were approximately $3.5 million of equivalent shares remaining available for sale under the ATM Offering.
Contractual Obligations and Commitments
Our material contractual obligations are as follows:
•To mitigate the risk of material shortages and price increases, we enter into non-cancellable purchase obligations with certain key contract manufacturers for the purchase of goods and services in the three to four quarters following the balance sheet date. Our purchase obligations consist of agreements to purchase goods and services entered into in the ordinary course of business. As of June 30, 2023, our future payments under these noncancellable purchase obligations were approximately $49.7 million.
•$161,898 in outstanding principal amount of 2025 Notes with required interest payments;
•$3.3 million in outstanding borrowings under the revolving Credit Facility; and
•Operating lease liabilities that are included on our consolidated balance sheet; see Note 10. Leases.
There were no material changes in our other contractual obligations during the three months ended June 30, 2023.
Historical Cash Flows
The following table summarizes our unaudited condensed consolidated statements of cash flows for the periods indicated (in thousands):
| Six Months Ended June 30, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net cash provided by (used in) operating activities | $ | 12,679 | $ | (17,598) | |||||||
| Net cash used in investing activities | (4,602) | (7,281) | |||||||||
| Net cash provided by (used in) financing activities | 1,227 | (1,317) | |||||||||
| Effect of exchange rates on cash | (1,282) | 744 | |||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | 8,022 | (25,452) | |||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 7,143 | 49,812 | |||||||||
| Cash, cash equivalents, and restricted cash, end of period | $ | 15,165 | $ | 24,360 | |||||||
Operating activities.
Net cash provided by operating activities for the six months ended June 30, 2023 is primarily comprised of a $10.0 million net loss incurred during the period, net cash used for working capital of $5.8 million, partially offset by non-cash charges, including depreciation and amortization of $10.8 million, share-based compensation expense of $3.8 million, and amortization of debt discount and debt issuance costs of $1.0 million.
Net cash used in operating activities for the same period in 2022 is primarily comprised of a $37.6 million net loss and a $0.9 million non-cash gain attributable to the fair value adjustment on derivative instruments, which was offset by net cash provided from working capital of $10.9 million, and non-cash charges, including depreciation and amortization of $14.0 million share-based compensation expense of $13.5 million, $2.0 million of amortization of debt issuance and discount costs and other non-cash adjustments.
Investing activities.
Net cash used in investing activities during the six months ended June 30, 2023 is primarily comprised of $4.4 million of cash outflows related to the development of software in support of our 5G products and services and $0.2 million of property, plant and equipment purchases.
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Net cash used in investing activities during the same period in 2022 is primarily comprised of $6.2 million of cash outflows related to the development of software in support of our 5G products and services and $1.1 million of property, plant and equipment purchases.
Financing activities.
Net cash provided by financing activities during the six months ended June 30, 2023 is primarily comprised of $6.1 million in proceeds from public offering, partially offset by $4.6 million of cash outflow related to repayments of our revolving credit facility.
Net cash used in financing activities for the same period in 2022 is primarily comprised of $1.2 million in principal repayments of financed assets.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are exposed to market risk in the ordinary course of our business. Our revenue, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. The ongoing COVID-19 pandemic has increased the volatility of global financial markets, which may increase our foreign currency exchange risk.
Interest Rate Risk
2025 Notes and Embedded Derivative
Our total fixed-rate borrowings under the 2025 Notes as of both June 30, 2023 and December 31, 2022 were $161.9 million. We record all of our fixed-rate borrowings at amortized cost and therefore, any changes in interest rates do not impact the carrying values that we report for these senior notes on our consolidated financial statements.
The 2025 Notes include an embedded derivative which was marked to fair value at both June 30, 2023 and December 31, 2022 of $0. The fair value inputs to the derivative valuation include dividend yield, term, volatility, stock price, and risk-free rate. Consequently, we may incur gains and losses on the derivative as changes occur in the stock price, volatility, and risk-free rate at each reporting period. Additional details regarding our 2025 Notes and the embedded derivative are included in Part 1 Item 1 Note 3. Fair Value Measurement of Assets and Liabilities and Note 4. Debt in this Quarterly Report on Form 10-Q.
Revolving Credit Facility
We are exposed to interest rate risk associated with fluctuations in interest rates on our revolving credit facility. As of June 30, 2023, assuming our revolving credit facility was fully drawn up to the $17.5 million borrowing base, a 1% increase in interest rates would result in a $0.2 million change in annualized interest expense.
Inflation Risk
Inflation has increased during the period and is expected to continue to increase for the near future. Inflationary factors, such as increases in the cost of our materials, supplies, and overhead costs may adversely affect our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience some effect if inflation rates continue to rise. Significant adverse changes in inflation and prices in the future could result in material losses.
Currency Risk
Foreign Currency Transaction Risk
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. A majority of our revenue is denominated in U.S. Dollars, and therefore, our revenue is not directly subject to foreign currency risk. However, as we have operations in foreign countries, primarily in Europe, a stronger U.S. Dollar could make our products and services more expensive in foreign countries and therefore reduce demand. A weaker U.S. Dollar could have the opposite effect. Such economic exposure to currency fluctuations is difficult to measure or predict because our sales are also influenced by many other factors.
For both the six months ended June 30, 2023 and 2022, sales denominated in foreign currencies were approximately 14.4% of total revenue. Our expenses are generally denominated in the currencies in which our operations are located, which are primarily in the U.S. and to a lesser extent in Europe. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. These foreign functional currencies consist of the South African Rand, British Pound Sterling, Euro,
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and Australian Dollar (collectively, the “Foreign Functional Currencies”). For the six months ended June 30, 2023, a hypothetical 10% change in Foreign Functional Currency exchange rates would have increased or decreased our revenue by approximately $1.5 million. Actual gains and losses in the future may differ materially from the hypothetical gains and losses discussed above based on changes in the timing and amount of foreign currency exchange rate movements.
Foreign Currency Translation Risk
Fluctuations in foreign currencies impact the amount of total assets, liabilities, earnings and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. Dollars for, and as of the end of, each reporting period. In particular, the strengthening of the U.S. Dollar generally will reduce the reported amount of our foreign-denominated cash, cash equivalents, marketable securities, total revenues and total expense that we translate into U.S. Dollars and report in our consolidated financial statements for, and as of the end of, each reporting period.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, that are designed to ensure that information required to be disclosed in our reports to the SEC are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
As required by Rule 13a-15(b) promulgated under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2023, the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective as of June 30, 2023.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act, during the quarter ended June 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
We are, from time to time, party to various legal proceedings arising in the ordinary course of business. We are currently not party to any litigation, the outcome of which, if determined adversely to us, would individually or in the aggregate be reasonably expected to have a material and adverse effect on our business, financial position or results of operations.
Item 1A. Risk Factors.
As of the date of this filing, except as discussed below, there have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 3, 2023. There have been no material changes in our risk factors from those disclosed in “Item 1A. Risk Factors” of the Form 10-K, Form 10-Q, and other reports that we have filed with the SEC. Any of the risks discussed in such reports, as well as additional risks and uncertainties not currently known to us or that we currently deem immaterial, could materially and adversely affect our results of operations, financial condition or prospects.
We have not been in compliance with the requirements of the NASDAQ Stock Market for continued listing and if NASDAQ does not concur that we have adequately remedied our non-compliance, our common stock may be delisted from trading on NASDAQ, which could have a material adverse effect on us and our shareholders.
On March 24, 2023, the Company received a written notice from The NASDAQ Stock Market (“Nasdaq”) that, because the closing bid price for the Company's common stock had fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Global Select Market.
Nasdaq's notice has no immediate effect on the listing of the Company's common stock on the Nasdaq Global Select Market. Pursuant to Nasdaq Marketplace Rule 5810(c)(3)(A), the Company has been provided an initial compliance period of 180 calendar days, or until September 20, 2023, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company's common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to September 20, 2023.
If the Company does not regain compliance by September 20, 2023, the Company may be eligible for an additional grace period if it applies to transfer the listing of its common stock to the Nasdaq Capital Market. To qualify, the Company would be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and provide written notice of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split if necessary. If the Nasdaq staff determines that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible for such additional compliance period, Nasdaq will provide notice that the Company's common stock will be subject to delisting. The Company would have the right to appeal a determination to delist its common stock, and the common stock would remain listed on the Nasdaq Global Select Market until the completion of the appeal process.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
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Item 5. Other Information.
On May 2, 2023, (1) South Ocean Funding, LLC and North Sound Ventures, LP (the “Participants”) collectively purchased a $4.0 million last-out subordinated participation interest in the Credit Agreement (the “Participation Interest”) from the Lender pursuant to a Participation Agreement between the Participants and the Lender (the “Participation Agreement”), and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base
under the Credit Facility by $4.0 million, increased the minimum draw to $8.5 million, and modified certain covenants. In connection with the purchase of the Participation Interest, we agreed to pay the Participants an exit fee upon the earlier of (a) the scheduled maturity date of the Credit Agreement, (b) the termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Credit Agreement, and (c) the early redemption of the Participants’ Participation Interest under the Participation Agreement (the earliest to occur of the foregoing, the “Exit Event”). The aggregate exit fee
payable to the Participants is equal to (i) 7.5% of the Participation Interest, if the Exit Event occurs on or before December 31, 2023, (ii) 10.0% of the Participation interest, if the Exit Event occurs between January 1, 2024 and June 30, 2024 and (iii) 12.5% of the Participation Interest, if the Exit Events occurs after June 30, 2024. Further, the purchase of the Participation Interest granted an option for the Participants to purchase the subject revolving loan or to redeem its Participation Interest under certain circumstances. South Ocean Funding, LLC is an affiliate of Golden Harbor, Ltd. and North Sound Ventures, LP is an affiliate of North Sound Management, Inc. As of the date hereof, each of Golden Harbor, Ltd. and North Sound Management, Inc. hold in excess of 5% of the Company’s outstanding common stock. James Avery, a member of our Board of Directors, currently serves as Senior Managing Director of Tavistock Group, an affiliate of South Ocean Funding, LLC.
The foregoing summary is qualified in its entirety by the complete text of the Amendment to Loan and Security
Agreement and the Exit Fee Letter Agreement, filed as Exhibits 10.2 and 10.3, respectively, to this Form 10-Q.
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Item 6. Exhibits.
| Exhibit No. | Description | ||||||||||
| 3.1 | |||||||||||
| 3.2 | |||||||||||
| 3.3 | |||||||||||
| 3.4 | |||||||||||
| 10.1 | |||||||||||
| 10.2 | |||||||||||
| 10.3 | |||||||||||
31.1* | |||||||||||
31.2* | |||||||||||
32.1# | |||||||||||
32.2# | |||||||||||
101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | ||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | ||||||||||
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | ||||||||||
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | ||||||||||
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | ||||||||||
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | ||||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). | ||||||||||
* | Filed herewith. | ||||||||||
| # | Furnished herewith | ||||||||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: August 3, 2023 | Inseego Corp. | |||||||||||||
| By: | /s/ ASHISH SHARMA | |||||||||||||
| Ashish Sharma | ||||||||||||||
| Chief Executive Officer | ||||||||||||||
| By: | /s/ ROBERT G. BARBIERI | |||||||||||||
| Robert G. Barbieri | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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