Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions DigiCore Holdings Limited (DBA Ctrack) On June 18, 2015, the Company entered into a transaction implementation agreement (the “TIA”) with DigiCore Holdings Limited (“DigiCore” or “Ctrack”). Pursuant to the terms of the TIA, the Company acquired 100% of the issued and outstanding ordinary shares of DigiCore (with the exception of certain excluded shares, including treasury shares) for 4.40 South African Rand per ordinary share outstanding on October 5, 2015. Upon consummation of the acquisition, DigiCore became an indirect wholly-owned subsidiary of the Company. Upon the closing of the transaction, holders of unvested in-the-money DigiCore stock options received stock options to purchase shares of the Company’s common stock as replacement awards. In connection with the acquisition, the Company incurred $1.7 million in total transaction costs and expenses, all of which were recognized in 2015. Purchase Price The total purchase price was approximately $80.0 million and included a cash payment for all of the outstanding ordinary shares of DigiCore and the purchase of in-the-money vested stock options held by Ctrack employees on the closing date of the transaction and the portion of the fair value of replacement equity awards issued to Ctrack employees that related to services performed prior to the date the transaction closed. Set forth below is supplemental purchase consideration information related to the Ctrack acquisition (in thousands): Cash payments $ 79,365 Fair value of replacement equity awards issued to Ctrack employees for preacquisition services 623 Total purchase price $ 79,988 Allocation of Fair Value The Company accounted for the transaction using the acquisition method and, accordingly, the consideration has been allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. Goodwill resulting from this acquisition is largely attributable to the experienced workforce of Ctrack and synergies expected to arise after the integration of Ctrack’s products and operations into those of the Company. Goodwill resulting from this acquisition is not deductible for tax purposes. Identifiable intangible assets acquired as part of the acquisition included definite-lived intangible assets for developed technologies, customer relationships and trade names, which are being amortized using the straight-line method over their estimated useful lives, as well as indefinite-lived intangible assets. Liabilities assumed from Ctrack included a mortgage bond and capital lease obligations. The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands): October 5, 2015 Cash $ 2,437 Accounts receivable 15,052 Inventory 11,361 Property, plant and equipment 5,924 Rental assets 6,603 Intangible assets 28,270 Goodwill 29,273 Other assets 5,695 Bank facilities (2,124 ) Accounts payable (7,446 ) Accrued and other liabilities (15,018 ) Noncontrolling interests (39 ) Net assets acquired $ 79,988 Valuation of Intangible Assets Acquired The following table sets forth the components of definite-lived intangible assets acquired in connection with the Ctrack acquisition (in thousands): Amount Assigned Amortization Period (in years) Developed technologies $ 10,170 6.0 Trade name 14,030 10.0 Customer relationships 4,070 5.0 Total intangible assets acquired $ 28,270 R.E.R. Enterprises, Inc. (DBA Feeney Wireless) On March 27, 2015, the Company entered into an asset purchase agreement (“APA”) with R.E.R. Enterprises, Inc. (“RER”) to acquire all of the issued and outstanding shares of RER and its wholly-owned subsidiary and principal operating asset, Feeney Wireless, LLC, an Oregon limited liability company (collectively, “FW”), which develops and sells solutions for the Internet of Things that integrate wireless communications into business processes. This strategic acquisition expanded the Company’s product and solutions offerings to include private labeled cellular routers, in-house designed and assembled cellular routers, high-end wireless surveillance systems, modems, computers and software, along with associated hardware, purchased from major industry suppliers. Additionally, FW’s services portfolio includes consulting, systems integration and device management services. In connection with the acquisition, the Company incurred $0.9 million in total costs and expenses, all of which were recognized in 2015. Purchase Price The total consideration was approximately $24.8 million and included a cash payment at closing of approximately $9.3 million , $1.5 million of which was placed into an escrow fund to serve as partial security for the indemnification obligations of RER and its former shareholders, the Company’s assumption of $0.5 million in certain transaction-related expenses incurred by FW, and the future issuance of shares of the Company’s common stock valued at $15.0 million , which would have been payable in March 2016. The total consideration of $24.8 million did not include amounts, if any, payable under an earn-out arrangement pursuant to which the Company may have been required to pay up to an additional $25.0 million to the former shareholders of RER contingent upon FW’s achievement of certain financial targets for the years ending December 31, 2015, 2016, and 2017 (the “Earn-Out Arrangement”). Such payments, if any, under the Earn-Out Arrangement would have been payable in either cash or shares of the Company’s common stock at the discretion of the Company, and would have been recorded as compensation expense during the service period earned. Set forth below is supplemental purchase consideration information related to the FW acquisition (in thousands): Cash payments $ 9,268 Future issuance of common stock 15,000 Other assumed liabilities 509 Total purchase price $ 24,777 On January 5, 2016, the Company and RER amended certain payment terms of the APA. Under the amended agreement, the $1.5 million placed into escrow on the date of acquisition was released to RER and its former shareholders on January 8, 2016, and the $15.0 million that was payable in shares of the Company’s common stock in March 2016 will now be paid in five cash installments over a four -year period, beginning in March 2016. In addition, the Earn-Out Arrangement has been amended as follows: (a) any amount earned under the Earn-Out Arrangement for the achievement of financial targets for the year ended December 31, 2015 will now be paid in five cash installments over a four -year period, beginning in March 2016 and (b) in replacement of the potential earn-out contingent upon FW’s achievement of certain financial targets for the years ended December 31, 2016 and 2017 the Company will issue to the former shareholders of RER approximately 2.9 million shares of the Company’s common stock in three equal installments over a three -year period, beginning in March 2017, contingent upon the retention of certain key personnel. The Company recognized approximately $1.3 million and $2.1 million in expense during the three and nine months ended September 30, 2016 , respectively, in connection with the potential payment, in the form of shares of the Company’s common stock to the former shareholders of RER, which is contingent upon FW’s retention of certain key personnel. As of September 30, 2016 , the total amount earned pursuant to the Earn-Out Arrangement was $8.2 million , $6.7 million of which remained outstanding as of September 30, 2016 and is included in accrued expenses and other current liabilities and in other long-term liabilities in the unaudited condensed consolidated balance sheets. Allocation of Fair Value The Company accounted for the transaction using the acquisition method and, accordingly, the consideration has been allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date as set forth below. Goodwill resulting from this acquisition is largely attributable to the experienced workforce of FW and synergies expected to arise after the integration of FW’s products and operations into those of the Company. Goodwill resulting from this acquisition is deductible for tax purposes. Identifiable intangible assets acquired as part of the acquisition included definite-lived intangible assets for developed technologies, customer relationships, and trademarks, which are being amortized using the straight-line method over their estimated useful lives, as well as indefinite-lived intangible assets, including in-process research and development. Liabilities assumed from FW included a term loan and capital lease obligations. The term loan and certain capital lease obligations were paid in full by the Company immediately following the closing of the acquisition on March 27, 2015 . The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands): March 27, 2015 Cash $ 205 Accounts receivable 3,331 Inventory 10,008 Property, plant and equipment 535 Intangible assets 18,880 Goodwill 3,949 Other assets 544 Accounts payable (7,494 ) Accrued and other liabilities (1,916 ) Deferred revenues (270 ) Note payable (2,575 ) Capital lease obligations (420 ) Net assets acquired $ 24,777 Valuation of Intangible Assets Acquired The following table sets forth the components of intangible assets acquired in connection with the FW acquisition (dollars in thousands): Amount Assigned Amortization Period (in years) Definite-lived intangible assets: Developed technologies $ 3,660 6.0 Trademarks 4,700 10.0 Customer relationships 8,500 10.0 Indefinite-lived intangible assets: In-process research and development 2,020 Total intangible assets acquired $ 18,880 During the three months ended September 30, 2016, the Company recorded an impairment loss related to the developed technologies acquired in connection with the FW acquisition (see Note 4 ). Pro Forma Summary The unaudited consolidated pro forma results for the three and nine months ended September 30, 2016 and 2015 are set forth in the table below (in thousands). These pro forma consolidated results combine the results of operations of the Company, Ctrack and FW as though Ctrack and FW had been acquired as of January 1, 2015 and include amortization charges for the acquired intangibles for both acquisitions and interest expense related to the Company’s borrowings to finance the Ctrack acquisition. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of 2015. Three Months Ended Nine Months Ended 2016 2015 2016 2015 Net revenues $ 60,881 $ 70,390 $ 190,636 $ 214,172 Net loss $ (18,556 ) $ (14,824 ) $ (33,148 ) $ (35,142 ) Divestitures Hardware Modules and Related Assets On April 11, 2016, the Company signed a definitive asset purchase agreement with Telit Technologies (Cyprus) Limited and Telit Wireless Solutions, Inc. (collectively, “Telit”) pursuant to which the Company sold, and Telit acquired, certain hardware modules and related assets for an initial purchase price of $11.0 million in cash, which included $9.0 million that was paid to the Company on the closing date of the transaction, $1.0 million that would be paid to the Company in equal quarterly installments over a two -year period in connection with the provision by the Company of certain transition services and $1.0 million that would be paid to the Company following the satisfaction of certain conditions by the Company, including the assignment of specified contracts and the delivery of certain certifications and approvals. The Company also had the potential to receive an additional cash payment of approximately $3.8 million from Telit related to their purchase of module product inventory from the Company, $1.0 million of which would be paid to the Company in equal quarterly installments over the two -year period following the closing date in connection with the provision by the Company of certain transition services. In addition to the above, the Company may have been entitled to receive a subsequent earn-out payment following the closing of the transaction if certain conditions were met. On September 29, 2016, the Company entered into a Final Resolution Letter Agreement (the “Final Resolution”) with Telit. Per the Final Resolution, Telit agreed to pay the Company $2.1 million in full satisfaction of their payment obligations under certain sections of the original purchase agreement, including all installment payments, and the Company agreed to ship the remainder of the hardware modules and related assets as soon as practicable. Under the Final Resolution, the aggregate purchase consideration totaled $11.7 million , which consisted of $11.3 million in cash and $0.4 million in net settled Company liabilities. During the nine months ended September 30, 2016 , the Company recognized a gain of approximately $4.5 million in connection with the fulfillment of certain obligations pursuant to the asset purchase agreement, as amended, which is included in other income (expense), net, in the unaudited condensed consolidated statements of operations. During the three months ended September 30, 2016 , the Company recognized a decrease of approximately $2.4 million in the $6.9 million gain that it had recognized during the six months ended June 30, 2016, as a result of the Final Resolution, which is included in other income (expense), net, in the unaudited condensed consolidated statements of operations. As of September 30, 2016 , the Company recorded a liability of $1.5 million for the fair value of the remaining hardware and related assets due to Telit, which is included in accrued expenses and other current liabilities in the unaudited condensed consolidated balance sheets. Mobile Broadband Business On September 21, 2016, the Company, Vanilla Technologies, Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Newco”), T.C.L. Industries Holdings (H.K.) Limited, a Hong Kong limited liability company (“TCL”), and Jade Ocean Global Limited, a British Virgin Islands business company (the “Purchaser” and, together with TCL, the “Purchasers”), entered into a Stock Purchase Agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, the Purchaser will acquire the Company’s mobile broadband business, which includes its MiFi branded hotspots and USB modem product lines, and related liabilities (the “MiFi Business”) for cash consideration of $50.0 million , subject to potential adjustment based on the Company’s working capital as of the closing date (such acquisition of the MiFi Business being referred to herein as the “Sale”). In connection with the proposed Sale, the Company intends to implement a reorganization (the “Reorganization”), which will result in Newco owning all of the capital stock of the Company. In connection with the Reorganization, (i) the Company will contribute to Newco all of its assets and liabilities (other than the MiFi Business), including its equity interests in DigiCore, FW, Novatel Wireless Solutions, Inc., Enfora Comercio de Eletronicos LTDA and each of their direct and indirect subsidiaries; and (ii) Vanilla Merger Sub, Inc., a newly formed Delaware corporation and direct, wholly owned subsidiary of Newco and an indirect, wholly owned subsidiary of the Company, will merge with and into the Company, with the Company surviving as a direct, wholly owned subsidiary of Newco (the “Merger”). As a result of and upon the effective time of the Merger, each share of the Company common stock issued and outstanding immediately prior to the effective time of the Merger will automatically convert into an equivalent corresponding share of Newco common stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of the Company common stock being converted. Accordingly, upon consummation of the Merger, the Company’s current stockholders will become stockholders of Newco. Effective November 9, 2016, Newco will be named Inseego Corp. and will trade on the NASDAQ Global Select Market under the ticker symbol “INSG.” The Sale will be structured as a purchase by Purchaser of all of the issued and outstanding shares of common stock of the Company, which shares will be solely owned by Newco immediately prior to the consummation of the Sale as a result of the Reorganization. The consummation of the Sale is subject to the completion of the Reorganization and is expected to occur in the first quarter of 2017. In addition, the consummation of the Sale is subject to certain other conditions, including, but not limited to, (i) the approval of the Sale by the stockholders of Newco following the Reorganization, (ii) the Company no longer being a borrower under the Indenture, dated June 10, 2015, governing its 5.50% Senior Convertible Notes due 2020 (the “Convertible Notes”), (iii) obtaining approval of the transaction from the Committee on Foreign Investment in the United States, (iv) subject to certain materiality exceptions, the accuracy of the representations and warranties of each of the parties to the Purchase Agreement, and (v) the compliance in all material respects by the parties with the covenants contained in the Purchase Agreement. |