Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 04, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-38358 | |
Entity Registrant Name | INSEEGO CORP. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-3377646 | |
Entity Address, Address Line One | 12600 Deerfield Parkway, Suite 100 | |
Entity Address, City or Town | Alpharetta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30004 | |
City Area Code | 858 | |
Local Phone Number | 812-3400 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | INSG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 97,159,678 | |
Amendment Flag | false | |
Entity Central Index Key | 0001022652 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 42,100 | $ 12,074 |
Accounts receivable, net of allowance for doubtful accounts of $1,669 and $2,133, respectively | 40,556 | 19,656 |
Inventories, net | 20,173 | 25,290 |
Prepaid expenses and other | 11,876 | 7,117 |
Total current assets | 114,705 | 64,137 |
Property, plant and equipment, net of accumulated depreciation of $16,909 and $16,017, respectively | 12,198 | 10,756 |
Rental assets, net of accumulated depreciation of $12,781 and $12,791, respectively | 4,704 | 5,385 |
Intangible assets, net of accumulated amortization of $44,886 and $33,223, respectively | 45,642 | 44,392 |
Goodwill | 28,030 | 33,659 |
Right-of-use assets, net | 6,248 | 2,657 |
Other assets | 385 | 387 |
Total assets | 211,912 | 161,373 |
Current liabilities: | ||
Accounts payable | 49,239 | 26,482 |
Accrued expenses and other current liabilities | 18,569 | 17,861 |
DigiCore bank facilities | 126 | 187 |
Total current liabilities | 67,936 | 44,530 |
Long-term liabilities: | ||
Term loan, net | 0 | 46,538 |
Deferred tax liabilities, net | 3,101 | 3,949 |
Other long-term liabilities | 6,632 | 2,380 |
Total liabilities | 253,840 | 198,731 |
Commitments and Contingencies | ||
Stockholders’ deficit: | ||
Series E Preferred stock, par value $0.001; 39,500 and 10,000 shares designated, respectively, 35,000 and 10,000 shares issued and outstanding, respectively, liquidation preference of $1,000 per share (plus any accrued but unpaid dividends) | 0 | 0 |
Common stock, par value $0.001; 150,000,000 shares authorized, 97,018,396 and 81,974,051 shares issued and outstanding, respectively | 97 | 82 |
Additional paid-in capital | 686,410 | 584,862 |
Accumulated other comprehensive loss | (15,783) | (3,879) |
Accumulated deficit | (712,558) | (618,303) |
Total stockholders’ deficit attributable to Inseego Corp. | (41,834) | (37,238) |
Noncontrolling interests | (94) | (120) |
Total stockholders’ deficit | (41,928) | (37,358) |
Total liabilities and stockholders’ deficit | 211,912 | 161,373 |
Convertible 3.25% senior notes | ||
Long-term liabilities: | ||
Convertible senior notes, net | 176,171 | 0 |
Stockholders’ deficit: | ||
Convertible senior notes, net | 176,171 | 0 |
Convertible 5.5% senior notes | ||
Current liabilities: | ||
Convertible senior notes, net | 2 | 0 |
Long-term liabilities: | ||
Convertible senior notes, net | 0 | 101,334 |
Stockholders’ deficit: | ||
Convertible senior notes, net | $ 0 | $ 101,334 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Allowance for doubtful accounts | $ 1,669 | $ 2,133 |
Accumulated depreciation, Property, plant and equipment | 16,909 | 16,017 |
Accumulated depreciation, Rental assets | 12,781 | 12,791 |
Accumulated amortization, Intangible assets | $ 44,886 | $ 33,223 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 97,018,396 | 81,974,051 |
Common stock, shares outstanding (in shares) | 97,018,396 | 81,974,051 |
Series E Preferred Stock | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 39,500 | 10,000 |
Preferred stock issued (in shares) | 35,000 | 10,000 |
Preferred stock, shares outstanding (in shares) | 35,000 | 10,000 |
Preferred stock, liquidation preference per share (in dollars per share) | $ 1,000 | $ 1,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net revenues: | ||||
IoT & Mobile Solutions | $ 66,243 | $ 39,983 | $ 106,624 | $ 72,764 |
Enterprise SaaS Solutions | 14,446 | 15,908 | 30,905 | 31,683 |
Total net revenues | 80,689 | 55,891 | 137,529 | 104,447 |
Cost of net revenues: | ||||
IoT & Mobile Solutions | 53,223 | 33,986 | 86,087 | 61,586 |
Enterprise SaaS Solutions | 5,466 | 6,350 | 12,215 | 12,546 |
Total cost of net revenues | 58,689 | 40,336 | 98,302 | 74,132 |
Gross profit | 22,000 | 15,555 | 39,227 | 30,315 |
Operating costs and expenses: | ||||
Research and development | 10,540 | 5,188 | 18,764 | 8,673 |
Sales and marketing | 8,648 | 7,229 | 17,403 | 13,620 |
General and administrative | 7,396 | 7,464 | 14,558 | 13,938 |
Amortization of purchased intangible assets | 753 | 857 | 1,579 | 1,728 |
Total operating costs and expenses | 27,337 | 20,738 | 52,304 | 37,959 |
Operating loss | (5,337) | (5,183) | (13,077) | (7,644) |
Other income (expense): | ||||
Loss on debt conversion and extinguishment, net | (67,241) | 0 | (75,174) | 0 |
Interest expense, net | (3,160) | (5,142) | (6,540) | (10,217) |
Other income (expense), net | 787 | (72) | 1,765 | 241 |
Loss before income taxes | (74,951) | (10,397) | (93,026) | (17,620) |
Income tax provision (benefit) | (115) | 322 | (24) | 570 |
Net loss | (74,836) | (10,719) | (93,002) | (18,190) |
Less: Net loss (income) attributable to noncontrolling interests | 6 | (60) | (26) | (74) |
Net loss attributable to Inseego Corp. | (74,830) | (10,779) | (93,028) | (18,264) |
Series E preferred stock dividends | (835) | 0 | (1,227) | 0 |
Net loss attributable to common shareholders | $ (75,665) | $ (10,779) | $ (94,255) | $ (18,264) |
Net loss per common share: | ||||
Basic and diluted (in dollars per share) | $ (0.78) | $ (0.14) | $ (1.01) | $ (0.24) |
Weighted-average shares used in computation of net loss per common share: | ||||
Basic and diluted (in shares) | 96,487,344 | 78,844,666 | 93,680,846 | 76,618,142 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (74,836) | $ (10,719) | $ (93,002) | $ (18,190) |
Foreign currency translation adjustment | 1,576 | 1,790 | (11,904) | 1,207 |
Total comprehensive loss | $ (73,260) | $ (8,929) | $ (104,906) | $ (16,983) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests | Series E Preferred Stock | Series E Preferred StockPreferred Stock | Series E Preferred StockAdditional Paid-in Capital | Common Stock | Common StockCommon Stock | Common StockAdditional Paid-in Capital |
Beginning balance at Dec. 31, 2018 | $ (36,525) | $ 0 | $ 74 | $ 546,230 | $ (4,877) | $ (577,817) | $ (135) | ||||||
Beginning Balance (shares) at Dec. 31, 2018 | 0 | 73,980,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (18,190) | (18,264) | 74 | ||||||||||
Foreign currency translation adjustment | 1,207 | 1,207 | |||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 916 | $ 1 | 915 | ||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan (shares) | 737,000 | ||||||||||||
Taxes withheld on net settled vesting of restricted stock units | (318) | (318) | |||||||||||
Issuance of shares | 241 | $ 0 | 241 | ||||||||||
Issuance of shares (shares) | 46,000 | ||||||||||||
Exercise of warrants | 10,639 | $ 4 | 10,635 | ||||||||||
Exercise of warrants (shares) | 4,222,000 | ||||||||||||
Share-based compensation | 4,702 | 4,702 | |||||||||||
Ending balance at Jun. 30, 2019 | (37,328) | $ 0 | $ 79 | 562,405 | (3,670) | (596,081) | (61) | ||||||
Ending Balance (shares) at Jun. 30, 2019 | 0 | 78,985,000 | |||||||||||
Beginning balance at Mar. 31, 2019 | (32,596) | $ 0 | $ 79 | 558,208 | (5,460) | (585,302) | (121) | ||||||
Beginning Balance (shares) at Mar. 31, 2019 | 0 | 78,699,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (10,719) | (10,779) | 60 | ||||||||||
Foreign currency translation adjustment | 1,790 | 1,790 | |||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 517 | $ 0 | 517 | ||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan (shares) | 240,000 | ||||||||||||
Taxes withheld on net settled vesting of restricted stock units | (206) | (206) | |||||||||||
Issuance of shares | $ 241 | $ 0 | $ 241 | ||||||||||
Issuance of shares (shares) | 46,000 | ||||||||||||
Share-based compensation | 3,645 | 3,645 | |||||||||||
Ending balance at Jun. 30, 2019 | (37,328) | $ 0 | $ 79 | 562,405 | (3,670) | (596,081) | (61) | ||||||
Ending Balance (shares) at Jun. 30, 2019 | 0 | 78,985,000 | |||||||||||
Beginning balance at Dec. 31, 2019 | (37,358) | $ 0 | $ 82 | 584,862 | (3,879) | (618,303) | (120) | ||||||
Beginning Balance (shares) at Dec. 31, 2019 | 10,000 | 81,974,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (93,002) | (93,028) | 26 | ||||||||||
Foreign currency translation adjustment | (11,904) | (11,904) | |||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 1,712 | $ 1 | 1,711 | ||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan (shares) | 967,000 | ||||||||||||
Taxes withheld on net settled vesting of restricted stock units | (281) | (281) | |||||||||||
Issuance of shares | $ 25,000 | $ 25,000 | |||||||||||
Issuance of shares (shares) | 25,000 | ||||||||||||
Issuance of Series E preferred stock in lieu of interest (shares) | 2,000 | ||||||||||||
Issuance of Series E preferred stock in lieu of interest | $ 2,330 | $ 2,330 | |||||||||||
Repurchase of Series E preferred stock | (2,354) | (2,354) | |||||||||||
Repurchase of Series E preferred stock (in shares) | (2,000) | ||||||||||||
Issuance of common shares in connection with private exchanges of Inseego convertible 5.5% senior notes | 66,087 | $ 14 | 66,073 | ||||||||||
Issuance of common shares in connection with the Notes Exchange (shares) | 13,739,000 | ||||||||||||
Exercise of warrants | $ 1,861 | $ 0 | 1,861 | ||||||||||
Exercise of warrants (shares) | 338,454 | 338,000 | |||||||||||
Share-based compensation | $ 5,981 | 5,981 | |||||||||||
Series E preferred stock dividends | 0 | 1,227 | (1,227) | ||||||||||
Ending balance at Jun. 30, 2020 | (41,928) | $ 0 | $ 97 | 686,410 | (15,783) | (712,558) | (94) | ||||||
Ending Balance (shares) at Jun. 30, 2020 | 35,000 | 97,018,000 | |||||||||||
Beginning balance at Mar. 31, 2020 | 27,803 | $ 0 | $ 96 | 682,047 | (17,359) | (636,893) | (88) | ||||||
Beginning Balance (shares) at Mar. 31, 2020 | 37,000 | 96,180,000 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net income (loss) | (74,836) | (74,830) | (6) | ||||||||||
Foreign currency translation adjustment | 1,576 | 1,576 | |||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 1,663 | $ 1 | 1,662 | ||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan (shares) | 838,000 | ||||||||||||
Taxes withheld on net settled vesting of restricted stock units | (208) | (208) | |||||||||||
Repurchase of Series E preferred stock (in shares) | (2,000) | ||||||||||||
Repurchase of Series E preferred stock | (2,354) | (2,354) | |||||||||||
Share-based compensation | 4,428 | 4,428 | |||||||||||
Series E preferred stock dividends | 0 | 835 | (835) | ||||||||||
Ending balance at Jun. 30, 2020 | $ (41,928) | $ 0 | $ 97 | $ 686,410 | $ (15,783) | $ (712,558) | $ (94) | ||||||
Ending Balance (shares) at Jun. 30, 2020 | 35,000 | 97,018,000 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (93,002) | $ (18,190) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 9,692 | 7,208 |
Provision for bad debts, net of recoveries | 74 | 385 |
Provision for excess and obsolete inventory, net of recoveries | 180 | 336 |
Share-based compensation expense | 5,981 | 4,702 |
Amortization of debt discount and debt issuance costs | 3,245 | 4,886 |
Fair value adjustment on derivative instrument | (826) | 0 |
Loss on debt conversion and extinguishment, net | 75,174 | 0 |
Deferred income taxes | 10 | (17) |
Other | 158 | 680 |
Changes in assets and liabilities: | ||
Accounts receivable | (21,498) | 688 |
Inventories | 2,725 | (4,608) |
Prepaid expenses and other assets | (5,298) | (1,208) |
Accounts payable | 22,334 | (3,861) |
Accrued expenses, income taxes, and other | 5,713 | (1,056) |
Net cash provided by (used in) operating activities | 4,662 | (10,055) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (2,831) | (2,973) |
Proceeds from the sale of property, plant and equipment | 235 | 454 |
Additions to capitalized software development costs and purchases of intangible assets | (10,637) | (8,801) |
Net cash used in investing activities | (13,233) | (11,320) |
Cash flows from financing activities: | ||
Gross proceeds from the issuance of convertible 3.25% senior notes | 100,000 | 0 |
Payment of issuance costs related to convertible 3.25% senior notes | (2,544) | 0 |
Cash paid to investors in private exchange transactions | (32,062) | 0 |
Payoff of term loan and related extinguishment costs | (48,830) | 0 |
Gross proceeds received from issuance of Series E preferred stock | 25,000 | 0 |
Repurchase of Series E preferred stock | (2,354) | 0 |
Proceeds from the exercise of warrants to purchase common stock | 1,861 | 10,639 |
Net repayment of DigiCore bank and overdraft facilities | 104 | (394) |
Principal payments under finance lease obligations | (1,462) | (532) |
Proceeds from stock option exercises and employee stock purchase plan, net of taxes paid on vested restricted stock units | 1,431 | 598 |
Net cash provided by financing activities | 41,144 | 10,311 |
Effect of exchange rates on cash | (2,547) | 317 |
Net increase (decrease) in cash, cash equivalents and restricted cash | 30,026 | (10,747) |
Cash, cash equivalents and restricted cash, beginning of period | 12,074 | 31,076 |
Cash, cash equivalents and restricted cash, end of period | 42,100 | 20,329 |
Cash paid during the year for: | ||
Interest | 532 | 5,327 |
Income taxes | 9 | 642 |
Supplemental disclosures of non-cash activities: | ||
Transfer of inventories to rental assets | 1,511 | 1,636 |
Capital expenditures financed through accounts payable | 3,393 | 2,026 |
Right-of-use assets obtained in exchange for operating leases liabilities | 4,229 | 3,554 |
Preferred stock issued in extinguishment of term loan accrued interest | 2,330 | 0 |
Debt discount and issuance costs extinguished in notes conversion | 1,728 | 0 |
Inseego convertible 5.5% senior notes conversion to equity | 59,907 | 0 |
Novatel Wireless Notes conversion to equity | 250 | 0 |
2025 Notes issued to extinguish the 2022 Notes | $ 80,375 | $ 0 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The information contained herein has been prepared by Inseego Corp. (the “Company”) in accordance with the rules of the Securities and Exchange Commission (the “SEC”). The information at June 30, 2020 and the results of the Company’s operations for the three and six months ended June 30, 2020 and 2019 are unaudited. The condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, except otherwise disclosed herein, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods presented. These unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The year-end condensed consolidated balance sheet data as of December 31, 2019 was derived from the Company’s audited consolidated financial statements and may not include all disclosures required by accounting principles generally accepted in the United States. Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not affect total revenues, costs and expenses, net income (loss), assets, liabilities or stockholders’ deficit. Except as set forth below, the accounting policies used in preparing these unaudited condensed consolidated financial statements are the same as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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. Risks and Uncertainties The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. Government in March 2020 and has negatively impacted the U.S. and global economy, disrupted global supply chains, resulted in significant travel and transport restrictions, including mandated closures and orders to “shelter-in-place,” and created significant disruption of the financial markets. The extent of the impact of the COVID-19 pandemic on our operational and financial performance will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which are uncertain and cannot be predicted. Liquidity As of June 30, 2020, the Company had available cash and cash equivalents totaling $42.1 million and working capital of $46.8 million. In order to make continued growth investments, on March 6, 2020, the Company issued and sold 25,000 shares of Fixed-Rate Cumulative Perpetual Preferred Stock, Series E, par value $0.001 per share (the “Series E Preferred Stock”), for an aggregate purchase price of $25.0 million. In the first quarter of 2020, $59.9 million of the 2022 Notes (as defined below) were exchanged for common stock in private exchange transactions. Under the terms of the Credit Agreement (as defined below), interest was paid based on the three-month LIBOR plus 7.65 percent, payable in cash. In the first quarter of 2020, the Credit Agreement was amended such that any interest payment due would be made in shares of Series E Preferred Stock. In accordance with the amended Credit Agreement, the Company issued 2,330 shares of Series E Preferred Stock in satisfaction of accrued interest due as of March 31, 2020. The Credit Agreement had a maturity date of August 23, 2020, prior to the date of its termination (as described below). On May 12, 2020, the Company restructured its outstanding debt through the following transactions, each of which is described in more detail below (also see Note 4, Debt): • The Company completed a $100.0 million registered public offering (the “Offering”) of convertible 3.25% senior notes due 2025 (the “2025 Notes”). • The Company entered into separate privately-negotiated exchange agreements (the “Exchange Agreements”) with certain holders of the Company’s outstanding convertible 5.5% senior notes due 2022 (the “2022 Notes” formerly referred to as the “Inseego Notes”), including Golden Harbor Ltd. and North Sound Trading, L.P. (the “Participating Stockholders”). Pursuant to the Exchange Agreements, each of the Participating Stockholders agreed to exchange the 2022 Notes that they held (representing an aggregate of $45.0 million principal amount of 2022 Notes) for an aggregate of $32.0 million in cash and $80.4 million principal amount of 2025 Notes in private placement transactions (the “Private Exchange Transactions”) that closed concurrently with the registered Offering. • The Company used a portion of the proceeds from the Offering to repay $47.5 million in outstanding principal under the Credit Agreement, approximately $0.5 million in interest accrued thereon, a prepayment fee of $0.8 million and an exit fee of $0.6 million, extinguishing the Credit Agreement. • The Company used a portion of the proceeds from the Offering to repurchase 2,330 shares of Series E Preferred Stock, which had been issued to satisfy accrued interest under the Credit Agreement, for $2.4 million. As of June 30, 2020 the Company’s outstanding debt primarily consisted of $180.4 million in principal amount of 2025 Notes and $2,000 in principal amount of 2022 Notes. On July 22, 2020, pursuant to a redemption notice issued on May 15, 2020, the Company redeemed the remaining $2,000 principal amount of the 2022 Notes. 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, together with anticipated cash flows from operations, will be sufficient to meet its cash flow needs for the next twelve months following the filing date of this report. 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 which could have an adverse impact on its ability to achieve its intended business objectives. The Company’s liquidity could be impaired if there is any interruption in its business operations, a material failure to satisfy its contractual commitments or a failure to generate revenue from new or existing products. 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. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly- and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Segment Information Management has determined that 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 is based solely on the Company’s consolidated operations and operating results. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Significant estimates include revenue recognition, capitalized software costs, allowance for doubtful accounts receivable, provision for excess and obsolete inventory, valuation of intangible and long-lived assets, valuation of goodwill, valuation of debt obligations, valuation of derivatives, royalty costs, accruals relating to litigation, income taxes, share-based compensation expense and the Company’s ability to continue as a going concern. Derivative Financial Instruments The Company evaluates stock options, stock warrants, debt instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as an asset or liability. In the event that the fair value is recorded as an asset or liability, the change in fair value is recorded in the consolidated statements of operations as other income or other expense. Upon conversion, exercise or expiration of a derivative financial instrument, the instrument is marked to fair value. Convertible Debt Instruments The Company accounts for its convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) by separating the liability and equity components of the instruments in a manner that reflects the Company's nonconvertible debt borrowing rate. The Company determines the carrying amount of the liability component by measuring the fair value of similar debt instruments that do not have the conversion feature. If a similar debt instrument does not exist, the Company estimates the fair value by using assumptions that market participants would use in pricing a debt instrument, including market interest rates, credit standing, yield curves and volatilities. Determining the fair value of the debt component requires the use of accounting estimates and assumptions. These estimates and assumptions require significant judgment and could have a significant impact on the determination of the debt component and the associated non-cash interest expense. For convertible debt that may be settled in cash upon conversion, the Company assigns a value to the debt component equal to the estimated fair value of similar debt instruments without the conversion feature, which could result in the Company recording the debt instrument at a discount. If the debt instrument is recorded at a discount, the Company amortizes the debt discount over the life of the debt instrument as additional non-cash interest expense utilizing the effective interest method. The Company evaluates embedded features within convertible debt that will be settled in shares upon conversion under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”), to determine whether the embedded feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. If an embedded derivative is bifurcated from share-settled convertible debt, the Company records the debt component at cost less a debt discount equal to the bifurcated derivative’s fair value. The Company amortizes the debt discount over the life of the debt instrument as additional non-cash interest expense utilizing the effective interest method. The convertible debt and the derivative liability are presented in total on the unaudited condensed consolidated balance sheet. The derivative liability will be remeasured at each reporting period with changes in fair value recorded in the consolidated statements of operations in other income (expense), net. Sources of Revenue The Company generates revenue from a broad range of product sales including intelligent wireless hardware products for the worldwide mobile communications, industrial Internet of Things (“IoT”) markets, and various Software as a Service (SaaS) products. The Company’s products principally include intelligent mobile hotspots, wireless routers for IoT applications, USB modems, integrated telematics and mobile tracking hardware devices, which are supported by applications software and cloud software services designed to enable customers to easily analyze data insights and configure and manage their hardware. The Company classifies its revenues from the sale of its 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. IoT & Mobile Solutions . The IoT & Mobile Solutions portfolio is comprised of end-to-end edge to cloud solutions including 4G LTE mobile broadband gateways, routers, modems, hotspots, HD quality VoLTE based wireless home phones, cloud management software and an advanced portfolio of 5G products. The solutions are offered under the MiFi™ brand for consumer and enterprise markets, and under the Skyus brand for industrial IoT markets. Enterprise SaaS Solutions . The Enterprise SaaS Solutions consist of various subscription offerings to gain access to the Company’s Ctrack telematics platforms, which provide fleet vehicle, aviation ground vehicle and asset tracking and performance information, and other telematics applications, and the Company’s Device Management System (“DMS”), a hosted software-as-a-service (“SaaS”) platform that helps organizations manage the selection, deployment and spend of their customer’s wireless assets, helping them save money on personnel and telecom expenses. Contracts with Customers The Company routinely enters into a variety of agreements with customers, including quality agreements, pricing agreements and master supply agreements which outline the general commercial terms and conditions under which the Company does business with a specific customer, including shipping terms and pricing for the products and services that the Company offers. The Company also sells to some customers solely based on purchase orders. The Company has concluded, for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement. The Company determines revenue recognition through the following five steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, performance obligations are satisfied. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time it has an unconditional right to receive payment. The Company’s prices are fixed and have no history of being affected by contingent events that could impact the transaction price. The Company does not offer price concessions and does not accept payment that is less than the price stated when it accepts the purchase order. Revenue Recognition Revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that may include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations. Hardware. Hardware revenue from the sale of the Company’s IoT & Mobile Solutions devices is recognized when the Company transfers control to the customer, typically at the time when the product is delivered, shipped or installed at which time the title passes to the customer, and there are no further performance obligations with regards to the hardware device. SaaS and Other Services. SaaS subscription revenue is recognized over time on a ratable basis over the contract term beginning on the date that its service is made available to the customer. Subscription periods range from monthly to multi-year, with the majority of contracts being one to three years. Telematics includes a device which collects and transmits the information from the vehicle or other asset. The Company’s customers have an option to purchase the monitoring device or lease it over the term of the contract. If the customer purchases the hardware device, the Company recognizes the revenue at a point in time as discussed above in the hardware revenue recognition disclosure. Under the standard, because the Company’s rental asset lease contracts qualify as operating leases under ASC 842 and the contracts also include services to operate the underlying asset, and to maintain the asset, the Company has elected the practical expedient to combine the lease and the non-lease components because the service is the predominant element in the eyes of the customer and the pattern of service delivery is the same for both elements. The Company recognizes revenue over time on a ratable basis over the term of the contract. Maintenance and support services revenue. Periodically, the Company sells separately-priced warranty contracts that extend beyond the Company’s base warranty period. The separately priced service contracts range from 12 months to 36 months. The Company typically receives payment at the inception of the contract and recognizes revenue as earned on a straight-line basis over the term of the contract. Professional services revenue. From time to time, the Company enters into special engineering design service agreements. Revenues from engineering design services are specifically designed to meet specifications of a particular product, and therefore do not create an asset with an alternative use. The Company recognizes revenue based on the achievement of certain applicable milestones and the amount of payment the Company believes it is entitled to at the time. With respect to revenue related to third party product sales or other arrangements that involve the services of another party, for which the Company does not control the sale or service and acts as an agent to the transaction, the Company recognizes revenue on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. Multiple Performance Obligations The Company’s contracts with customers may include commitments to transfer multiple products and services to a customer. When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations. In instances where the software elements included within hardware for various products are considered to be functioning together with non-software elements to provide the tangible product’s essential functionality, these arrangements are accounted for as a single distinct performance obligation. Judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. When available, the Company uses observable inputs to determine SSP. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP based on a cost-plus model as market and other observable inputs are seldom present based on the proprietary nature of the Company’s products. Contract Liabilities Timing of revenue recognition may differ from the timing of invoicing to customers. If customers are invoiced for subscription services in advance of the service period, deferred revenue liabilities, or contract liabilities, are recorded. Deferred revenue liabilities, or contract liabilities, are also recorded when the Company collects payments in advance of performing the services. Contract Assets The Company capitalizes sales commissions earned by its sales force when they are considered to be incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit. There were no significant amounts of assets recorded related to contract costs as of June 30, 2020. Applying the practical expedient in paragraph ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. Significant Judgments in the Application of the Guidance in ASC 606 Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company considered the performance obligations in its customer master supply agreements and determined that, for the majority of its revenue, the Company generally satisfies performance obligations at a point in time upon delivery of the product to the customer. Revenues from the Company’s SaaS subscription services represent a single promise to provide continuous access to its software solutions and their processing capabilities in the form of a service through one of the Company’s data centers or a hosted data center. As each day of providing access to the software is substantially the same, and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its subscription services arrangements include a single performance obligation comprised of a series of distinct services. The Company’s SaaS subscriptions also include an unspecified volume of call center support and any remote system diagnostic and software upgrades as needed. These services are combined with the recurring monthly subscription service since they are highly interrelated and interdependent. Revenue from the Company’s subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the customer. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included in product revenues, and costs for shipping and handling of products are included as a component of cost of sales. New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB, which are adopted by the Company as of the specified date. Unless otherwise discussed, management believes the impact of recently issued standards, some of which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. In August 2020, the 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 new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify the accounting for income taxes. The amendment eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The amendment also clarifies existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company early adopted the pronouncement effective for the fourth quarter 2019, the impact of which was not material to the 2019 consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. This guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. There was no impact from the adoption of this pronouncement to the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are accounted for similar to previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. The Company also elected the practical expedient provided in a subsequent amendment to the standard that removed the requirement to separate lease and non-lease components, provided certain conditions were met. Refer to Note 10, Leases, |
Financial Statement Details
Financial Statement Details | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Inventories, net Inventories, net, consist of the following (in thousands): June 30, December 31, Finished goods $ 12,756 $ 21,229 Raw materials and components 7,417 4,061 Total inventories, net $ 20,173 $ 25,290 Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Royalties $ 2,437 $ 1,415 Payroll and related expenses 4,720 2,716 Professional fees 381 483 Accrued interest 800 1,543 Deferred revenue 2,536 2,235 Operating lease liabilities 1,121 1,101 Acquisition-related liabilities 1,000 1,000 Other 5,574 7,368 Total accrued expenses and other current liabilities $ 18,569 $ 17,861 Cash, Cash Equivalents and Restricted Cash The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): June 30, December 31, June 30, December 31, Cash and cash equivalents $ 42,100 $ 12,074 $ 20,268 $ 31,015 Restricted cash — — 61 61 Total cash, cash equivalents and restricted cash $ 42,100 $ 12,074 $ 20,329 $ 31,076 |
Fair Value Measurement of Asset
Fair Value Measurement of Assets and Liabilities | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Assets and Liabilities | Fair Value Measurement of Assets and Liabilities Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). A fair value measurement reflects the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risk inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. The Company classifies inputs to measure fair value using a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) and is defined as follows: Level 1: Pricing inputs are based on quoted market prices for identical assets or liabilities in active markets (e.g., NYSE or NASDAQ). Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs include benchmark yields, trade data, reported trades and broker dealer quotes, two-sided markets and industry and economic events, yield to maturity, Municipal Securities Rule Making Board reported trades and vendor trading platform data. Level 2 includes those financial instruments that are valued using various pricing services and broker pricing information including Electronic Communication Networks and broker feeds. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources, including the Company’s own assumptions. 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 reviews the fair value hierarchy classification on a quarterly basis. 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, 2020. The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis in accordance with the authoritative guidance for fair value measurements as of June 30, 2020 (in thousands): Balance as of Level 1 Assets: Cash equivalents Money market funds $ 126 $ 126 Total cash equivalents $ 126 $ 126 Balance as of Level 3 Liabilities: 2025 Notes Interest make-whole payment $ 3,756 $ 3,756 Total embedded derivatives $ 3,756 $ 3,756 The fair value of the interest make-whole payment derivative liability was determined using a binomial lattice model with the following key assumptions: May 12, 2020 June 30, 2020 Volatility 60 % 60 % Stock price as of June 30, 2020 $10.62 per share $11.60 per share Credit spread 14.97 % 12.47 % Term 4.97 years 4.84 years Dividend yield — % — % Risk-free rate 0.34 % 0.28 % The following table sets forth a summary of changes in the fair value of Level 3 liabilities for the six months ended June 30, 2020 (in thousands): Balance as of Additions Change in fair value Balance as of Liabilities: Interest make-whole payment $ — $ 4,582 $ (826) $ 3,756 The following table summarizes the Company’s financial instruments measured at fair value on a recurring basis in accordance with the authoritative guidance for fair value measurements as of December 31, 2019 (in thousands): Balance as of Level 1 Assets: Cash equivalents Money market funds $ 126 $ 126 Total cash equivalents $ 126 $ 126 As of December 31, 2019 the Company had no Level 3 financial instruments. Other Financial Instruments The Company’s financial assets and liabilities are carried at fair value or at amounts that, because of their short-term nature, approximate current fair value, with the exception of the 2022 Notes and 2025 Notes. The Company carries its 2022 Notes at amortized cost. The debt and equity components of the 2022 Notes were measured using Level 3 inputs and are not measured on a recurring basis. It is not practicable to determine the fair value of the 2022 Notes due to the lack of information available to calculate the fair value of such notes. The carrying value of the liability component of the 2022 Notes was $2,000 and $101.3 million as of June 30, 2020 and December 31, 2019, respectively. On May 12, 2020, the Company completed a $180.4 million aggregate offering and private placement of 2025 Notes, and restructured its outstanding debt as described further in Note 4, Debt. The Company carries its 2025 Notes at amortized cost adjusted for changes in fair value of the embedded derivative. It is not practicable to determine the fair value of the 2025 Notes due to the lack of information available to calculate the fair value of such notes. The Company evaluated the 2025 Notes under ASC 815 and identified an embedded derivative that required bifurcation. The embedded derivative is an interest make-whole payment that was valued at $4.6 million on May 12, 2020. Changes in the fair value of the interest make-whole payment are included in the Company’s condensed consolidated statement of operations for the current quarter within other income (expense), net. As of June 30, 2020 the embedded derivative had a fair value of $3.8 million and a $0.8 million gain on the change in fair value was recorded to other income (expense), net, on the consolidated statement of operations. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt Overview As of December 31, 2019 the Company’s outstanding indebtedness consisted of a Term Loan (as defined below) with an outstanding principal amount of $47.5 million, that was set to mature on August 23, 2020, as well as $105.1 million of outstanding principal amount of 2022 Notes . On May 12, 2020, the Company restructured its then outstanding debt through the following transactions, each of which is described in more detail below: • The Company completed a $100.0 million registered public Offering of 2025 Notes. • The Company entered into separate privately-negotiated Exchange Agreements with certain holders of the Company’s outstanding 2022 Notes. Pursuant to the Exchange Agreements, each of the Participating Stockholders agreed to exchange the 2022 Notes that they held (representing an aggregate of $45.0 million principal amount of 2022 Notes) for an aggregate of $32.0 million in cash and $80.4 million principal amount of 2025 Notes in Private Exchange Transactions that closed concurrently with the registered Offering. • The Company used a portion of the proceeds from the Offering to repay in full and terminate the Credit Agreement. The amounts paid included $47.5 million in outstanding principal, approximately $0.5 million in interest accrued thereon, a prepayment fee of $0.8 million and an exit fee of $0.6 million. • The Company used a portion of the proceeds from the Offering to repurchase 2,330 shares of Series E Preferred Stock, which had been issued to satisfy accrued interest under the Credit Agreement, for $2.4 million. Accordingly, as of June 30, 2020 the Company’s outstanding debt primarily consisted of $180.4 million in principal amount of 2025 Notes and $2,000 in principal amount of 2022 Notes. On July 22, 2020, pursuant to a redemption notice issued on May 15, 2020, the Company redeemed the remaining $2,000 principal amount of the 2022 Notes. Term Loan On August 23, 2017, the Company and certain of its direct and indirect subsidiaries, as guarantors, entered into a credit agreement (the “Credit Agreement”) with Cantor Fitzgerald Securities, as administrative agent and collateral agent, and certain funds managed by Highbridge Capital Management, LLC, as lenders (the “Lenders”). Pursuant to the Credit Agreement, the Lenders provided the Company with a term loan in the principal amount of $48.0 million (the “Term Loan”) with a maturity date of August 23, 2020. On March 31, 2020, Inseego Corp. issued 2,330 shares of Series E Preferred Stock to South Ocean Funding L.L.C (“South Ocean”), the Lender holding all of the aggregate principal amount then outstanding under the Credit Agreement in satisfaction of all then accrued interest under the Credit Agreement. On May 12, 2020, the Company used a portion of the proceeds from the Offering to repay in full the Term Loan and terminate the Credit Agreement. The amounts paid included $47.5 million in outstanding principal, approximately $0.5 million in interest accrued thereon, a prepayment fee of $0.8 million and an exit fee of $0.6 million. The Term Loan bore interest at a rate per annum equal to the three-month LIBOR, but in no event less than 1.00%, plus 7.625%. The Term Loan consists of the following (in thousands): December 31, Principal $ 47,500 Less: unamortized debt discount and issuance costs (962) Net carrying amount $ 46,538 On May 12, 2020, the Company used a portion of the proceeds from the Offering to repay in full the Term Loan. Accordingly, there was no outstanding balance as of June 30, 2020. The effective interest rate on the Term Loan was 15.19% for the six months ended June 30, 2020. The following table sets forth total interest expense recognized related to the Term Loan (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Contractual interest expense $ 516 $ 1,210 $ 1,667 $ 2,390 Amortization of debt discount 526 333 859 666 Amortization of debt issuance costs 63 40 103 80 Total interest expense $ 1,105 $ 1,583 $ 2,629 $ 3,136 Convertible Notes 2025 Notes On May 12, 2020, the Company completed its registered public Offering of $100.0 million aggregate principal amount of 2025 Notes. On May 12, 2020, the Company also entered into separate privately-negotiated Exchange Agreements with the Participating Stockholders. Pursuant to the Exchange Agreements, each of the Participating Stockholders agreed to exchange the 2022 Notes that they held (representing an aggregate of $45.0 million principal amount of 2022 Notes with an estimated fair value of approximately $112.4 million as of the date of exchange) for an aggregate of $32.0 million in cash and $80.4 million principal amount of 2025 Notes in private placement transactions that closed concurrently with the registered Offering. In connection therewith, the Company recorded a loss of $67.2 million on debt conversion and extinguishment, net in the condensed consolidated statement of operations. The 2025 Notes issued in the Private Exchange Transactions are part of the same series as the 2025 Notes issued in the registered Offering. The 2025 Notes are issued under an indenture, dated May 12, 2020 (the “Base Indenture”), between the Company and Wilmington Trust, National Association, as trustee (the “Trustee”), as supplemented by the first supplemental indenture, dated May 12, 2020 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the Company and the Trustee. The 2025 Notes will mature on May 1, 2025, unless earlier repurchased, redeemed or converted. 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, beginning on November 1, 2020. Holders of the 2025 Notes may convert the 2025 Notes into shares of the Company’s common stock (together with cash in lieu of any fractional share), at their option, at any time until the close of business on the scheduled trading day immediately before the maturity date. Upon conversion of the 2025 Notes, the Company will deliver for each $1,000 principal amount of 2025 Notes converted a number of shares of common stock (together with cash in lieu of any fractional share), equal to the conversion rate. The initial conversion rate for the 2025 Notes is 79.2896 shares of common stock per $1,000 principal amount of 2025 Notes, which represents an initial conversion price of approximately $12.61 per share, and is subject to adjustment upon the occurrence of certain events, including, but not limited to, certain stock dividends, splits and combinations, the issuance of certain rights, options or warrants to holders of the common stock, certain distributions of assets, debt securities, capital stock or other property to holders of the common stock, cash dividends on the common stock and certain Company tender or exchange offers. If a fundamental change (as defined in the Indenture) occurs at any time prior to the maturity date, then the noteholders may require the Company to repurchase their 2025 Notes at a cash repurchase price equal to the principal amount of the 2025 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. If a make-whole fundamental change (as defined in the Indenture) occurs, then the Company will in certain circumstances increase the conversion rate for a specified period of time. The 2025 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after May 6, 2023 and on or before the scheduled trading day before the maturity date, at a cash redemption price equal to the principal amount of the 2025 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, as long as the last reported sale price per share of the common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. The Indenture contains customary events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the Trustee, by notice to the Company, or the holders of the 2025 Notes representing at least 25% in aggregate principal amount of the outstanding 2025 Notes, by notice to the Company and the Trustee, may declare 100% of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Notes to be due and payable immediately. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of, and all accrued and unpaid interest on, all of the then outstanding 2025 Notes will automatically become immediately due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company elects, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture will, for the first 360 days after such event of default, consist exclusively of the right to receive additional interest on the 2025 Notes. Interest make-whole payment The 2025 Notes also include an interest make-whole payment feature whereby if the last reported sale price of the Company’s common stock for each of the five trading days immediately preceding a conversion date is greater than or equal to $10.51, the Company will, in addition to the other consideration payable or deliverable in connection with such conversion, make an interest make-whole payment to the converting holder equal to the sum of the present values of the scheduled payments of interest that would have been made on the 2025 Notes to be converted had such notes remained outstanding from the conversion date through the earlier of (i) the date that is three years after the conversion date and (ii) the maturity date. The present values will be computed using a discount rate equal to 1%. The Company will satisfy its obligation to pay the interest make-whole payment, at its election, in cash or shares of common stock (together with cash in lieu of fractional shares). The Company has determined that this feature is an embedded derivative and has recognized the fair value of this derivative as a liability in the condensed consolidated balance sheets, with subsequent changes to fair value to be recorded at each reporting period on the consolidated statement of operations in other income (expense), net. The estimated fair value of the liability component at the date of issuance was determined using significant assumptions which include an implied credit spread rate for notes with a similar term, the expected volatility and dividend yield of our common stock and the risk-free interest rate. As of June 30, 2020, $180.4 million of the 2025 Notes were outstanding, $80.4 million of which were held by related parties. Subsequent to June 30, 2020, approximately $13.5 million of the 2025 Notes were converted into 1.2 million shares including approximately 0.1 million shares of common stock in satisfaction of the interest make-whole payment. The 2025 Notes consist of the following (in thousands): June 30, Liability component Principal $ 180,375 Add: fair value of embedded derivative 3,756 Less: unamortized debt discount (4,458) Less: unamortized issuance costs (3,502) Net carrying amount $ 176,171 On May 12, 2020, the Company completed its registered public Offering of the 2025 Notes. Accordingly, there was no outstanding balance as of December 31, 2019. The effective interest rate on the liability component of the 2025 Notes was 4.13% for the six months ended June 30, 2020. The following table sets forth total interest expense recognized related to the 2025 Notes (in thousands): Three Months Ended Six Months Ended June 30, 2020 Contractual interest expense $ 800 $ 800 Amortization of debt discount 124 124 Amortization of debt issuance costs 96 96 Total interest expense $ 1,020 $ 1,020 As the offering of the 2025 Notes took place during the six months ended June 30, 2020, there was no interest expense in the comparable three and six month periods of 2019. 2022 Notes On January 9, 2017, in connection with the Note Exchange (as defined below), the Company issued approximately $119.8 million aggregate principal amount of 2022 Notes. During the three months ended March 31, 2020, the Company entered into privately-negotiated exchange agreements with certain investors holding the 2022 Notes. Pursuant to those exchange agreements, the investors exchanged $59.9 million in aggregate principal amount of outstanding 2022 Notes for 13,688,876 shares of common stock. The investors that participated in such exchange agreements agreed to waive any accrued but unpaid interest on the exchanged 2022 Notes. Included in the 13,688,876 shares of common stock issued in the exchange transactions that took place during the three months ended March 31, 2020 were 942,706 shares valued at $7.9 million on the date of issuance at fair value, which were issued pursuant to the terms of the privately-negotiated exchange agreements and were in excess of the consideration issuable under the original conversion terms of the exchanged 2022 Notes. ASC 470, Debt , requires the recognition through earnings of an inducement charge equal to the fair value of the consideration delivered in excess of the consideration issuable under the original conversion terms. This resulted in a non-cash charge of $7.9 million for the three months ended March 31, 2020, which was recorded as inducement expense in the condensed consolidated statement of operations. Pursuant to the Private Exchange Transactions described above, on May 12, 2020, the holders of an aggregate of $45.0 million principal amount of 2022 Notes exchanged their 2022 Notes for a combination of 2025 Notes and cash. As a result of the Private Exchange Transactions, $2,000 in principal amount of the 2022 Notes were outstanding as of June 30, 2020. On July 22, 2020, pursuant to a redemption notice issued on May 15, 2020, the Company redeemed the remaining $2,000 principal amount of the 2022 Notes. The 2022 Notes consist of the following (in thousands): June 30, December 31, Liability component Principal $ 2 $ 105,125 Less: unamortized debt discount and issuance costs — (3,791) Net carrying amount $ 2 $ 101,334 The effective interest rate on the liability component of the 2022 Notes was 12.89% for the six months ended June 30, 2020. The following table sets forth total interest expense recognized related to the 2022 Notes (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Contractual interest expense $ 286 $ 1,445 $ 768 $ 2,891 Amortization of debt discount 700 1,955 1,952 3,911 Amortization of debt issuance costs 39 115 111 229 Total interest expense $ 1,025 $ 3,515 $ 2,831 $ 7,031 Novatel Wireless Notes On June 10, 2015, Novatel Wireless, Inc., a wholly owned subsidiary of Inseego Corp. (“Novatel Wireless”), issued $120.0 million of 5.50% convertible senior notes due 2020 (the “Novatel Wireless Notes”), which were governed by the terms of an indenture, dated June 10, 2015, between Novatel Wireless, as issuer, Inseego and Wilmington Trust, National Association, as trustee, as amended by certain supplemental indentures (the “Novatel Indenture”). On January 9, 2017, in connection with the settlement of an exchange offer and consent solicitation with respect to the Novatel Wireless Notes (the “Note Exchange”), approximately $119.8 million aggregate principal amount of outstanding Novatel Wireless Notes were validly tendered and accepted for exchange and subsequently canceled. In February 2020, the holders of the remaining $250,000 of the aggregate principal amount of Novatel Wireless Notes that remained outstanding following the Note Exchange, converted their Novatel Wireless Notes into 50,000 shares of Inseego Corp. common stock, at the conversion price of $5.00 per share, in accordance with the terms of the Novatel Indenture. Accordingly, no Novatel Wireless Notes were outstanding as of June 30, 2020. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Compensation | Share-based Compensation The Company included the following amounts for share-based compensation awards in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Cost of revenues $ 759 $ 574 $ 987 $ 697 Research and development 1,510 957 1,802 1,132 Sales and marketing 816 818 1,279 1,032 General and administrative 1,343 1,296 1,913 1,841 Total $ 4,428 $ 3,645 $ 5,981 $ 4,702 Stock Options The following table summarizes the Company’s stock option activity: Outstanding — December 31, 2019 9,044,304 Granted 1,209,500 Exercised (442,193) Canceled (314,967) Outstanding — June 30, 2020 9,496,644 Exercisable — June 30, 2020 3,990,056 At June 30, 2020, total unrecognized compensation expense related to stock options was $12.3 million, which is expected to be recognized over a weighted-average period of 2.75 years. Restricted Stock Units The following table summarizes the Company’s restricted stock unit (“RSU”) activity: Non-vested — December 31, 2019 400,315 Granted 315,137 Vested (465,269) Forfeited (1,250) Non-vested — June 30, 2020 248,933 At June 30, 2020, total unrecognized compensation expense related to RSUs was $0.6 million, which is expected to be recognized over a weighted-average period of 1.18 years. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings Per ShareBasic earnings per share (“EPS”) excludes dilution and is computed by dividing net income (loss) attributable to Inseego Corp. 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 convertible 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.For the three months ended June 30, 2020, the computation of diluted EPS excluded 26,644,726 shares related to the convertible notes, stock options and RSUs as their effect would have been anti-dilutive. For the six months ended June 30, 2020, the computation of diluted EPS excluded 26,662,410 shares primarily related to the convertible notes, warrants, stock options and RSUs as their effect would have been anti-dilutive. |
Private Placements
Private Placements | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
Private Placements | Private Placements Common Stock On August 6, 2018, the Company completed a private placement of 12,062,000 shares of common stock, par value $0.001 per share, and warrants to purchase an additional 4,221,700 shares of common stock (the “2018 Warrants”), subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, to certain accredited investors. On March 28, 2019, the 2018 Warrants were exercised at an exercise price of $2.52 per share, for aggregate cash proceeds to the Company of approximately $10.6 million. In connection with the exercise of the 2018 Warrants, on March 28, 2019, the Company issued additional warrants to purchase 2,500,000 shares of common stock (the “2019 Warrants”) to the accredited investors. Each 2019 Warrant has an initial exercise price of $7.00 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, will be exercisable at any time on or after September 28, 2019, and will expire on June 30, 2022. The 2019 Warrants may be exercisable on a cashless exercise basis if, and only if, the shares of common stock underlying such warrants cannot be immediately resold pursuant to an effective registration statement or Rule 144 of the Securities Act of 1933, as amended, without volume or manner of sale restrictions. During the first quarter of 2020, the Company received $1.9 million in net cash proceeds from the exercise of 338,454 of the Company’s common stock purchase warrants issued in 2015. The Company assessed the terms of the warrants under ASC 815. Pursuant to this guidance, the Company has determined that the warrants do not require liability accounting and has classified the warrants as equity. Preferred Stock On August 9, 2019, the Company completed a private placement of 10,000 shares of Series E Preferred Stock for an aggregate purchase price of $10.0 million in accordance with the terms and provisions of a Securities Purchase Agreement, dated August 9, 2019, by and among the Company and certain accredited investors. Each share of Series E Preferred Stock entitles the holder thereof to receive, when, as and if declared by the Company out of assets legally available therefor, cumulative cash dividends at an annual rate of 9.00% payable quarterly in arrears on January 1, April 1, July 1 and October 1 of each year, beginning on October 1, 2019. If dividends are not declared and paid in any quarter, or if such dividends are declared but holders of the Series E Preferred Stock elect not to receive them in cash, the quarterly dividend will be deemed to accrue and will be added to the Series E Base Amount. The Series E Preferred Stock has no voting rights unless otherwise required by law. The Series E Preferred Stock is perpetual and has no maturity date. However, the Company may, at its option, redeem shares of the Series E Preferred Stock, in whole or in part, on or after July 1, 2022, at a price equal to 110% of the Series E Base Amount plus (without duplication) any accrued and unpaid dividends. The “Series E Base Amount” means $1,000 per share, plus any accrued but unpaid dividends, whether or not declared by the Company’s board of directors, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the Series E Preferred Stock. In the event of a liquidation, dissolution or winding up of the Company, the holders of the Series E Preferred Stock will be entitled to receive, after satisfaction of liabilities to creditors and subject to the rights of holders of any senior securities, but before any distribution of assets is made to holders of common stock or any other junior securities, the Series E Base Amount plus (without duplication) any accrued and unpaid dividends. On March 6, 2020, the Company issued and sold an additional 25,000 shares of Series E Preferred Stock for an aggregate purchase price of $25.0 million. The terms of the Series E Preferred Stock are consistent with the terms described above. On March 31, 2020, Inseego Corp. issued 2,330 shares of Series E Preferred Stock to South Ocean, in satisfaction of certain deferred interest obligations pursuant to the terms and conditions of the Credit Agreement. On May 12, 2020, the Company used a portion of the proceeds from the Offering to repurchase the 2,330 shares of Series E Preferred Stock, which had been issued to satisfy accrued interest under the Credit Agreement, for $2.4 million. |
Geographic Information and Conc
Geographic Information and Concentrations of Risk | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Geographic Information and Concentrations of Risk | 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 Six Months Ended 2020 2019 2020 2019 United States and Canada $ 69,080 $ 41,459 $ 111,430 $ 74,953 South Africa 5,856 8,558 14,094 16,927 Other 5,753 5,874 12,005 12,567 Total $ 80,689 $ 55,891 $ 137,529 $ 104,447 Concentrations of Risk For the three months ended June 30, 2020 and 2019, one customer accounted for 55.6% and 56.0% of net revenues, respectively. For the six months ended June 30, 2020 and 2019, one customer accounted for 54.7% and 54.7% of net revenues, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. For example, the Company is currently named as a defendant or co-defendant in some patent infringement lawsuits in the U.S. and may be required to 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 and discussions with the Company’s intellectual property litigation counsel, 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. On May 11, 2017, the Company initiated a lawsuit against the former stockholders of RER in the Court of Chancery of the State of Delaware seeking recovery of damages for civil conspiracy, fraud in the inducement, unjust enrichment and breach of fiduciary duty. On January 16, 2018, the former stockholders of RER filed an answer and counterclaim in the matter seeking recovery of certain deferred and earn-out payments allegedly owed to them by the Company in connection with the Company’s acquisition of RER. On July 26, 2018, the Company and the former stockholders of RER entered into a mutual general release and settlement agreement (the “Settlement Agreement”) pursuant to which the parties agreed to release all claims against each other and the Company agreed to (i) pay the former stockholders of RER $1.0 million in cash by August 17, 2018, (ii) immediately instruct its transfer agent to permit the transfer or sale of 973,333 shares of the Company’s common stock that the Company had issued to the former stockholders of RER in March 2017, (iii) immediately issue 500,000 shares of the Company’s common stock to the former stockholders of RER, (iv) within 12 months following the execution of the Settlement Agreement, deliver to the former stockholders of RER an additional $1.0 million in cash, common stock, or a combination thereof, at the Company’s option, (v) within 24 months following the execution of the Settlement Agreement deliver to the former stockholders of RER an additional $1.0 million in cash, common stock, or a combination thereof, at the Company’s option, and (vi) file one or more registration statements with respect to the resale of the shares of the Company’s common stock issued to the former stockholders of RER pursuant to the Settlement Agreement. The Company’s remaining liability under the Settlement Agreement at June 30, 2020 consists of approximately $1.0 million in current liabilities. On July 24, 2020, the Company issued 89,928 shares in satisfaction of the $1.0 million liability. 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | Leases Lessee The Company is a lessee in lease agreements for office space, automobiles and certain equipment. Certain of the Company’s leases contain provisions that provide for one or more options to renew at the Company’s sole discretion. The majority of the Company’s leases are comprised of fixed lease payments, with a small percentage of its real estate leases including lease payments subject to a rate or index which may be variable. Certain real estate leases also include executory costs such as common area maintenance (non-lease component). As a practical expedient permitted under the new guidance, ASC 842, the Company has elected to account for the lease and non-lease components as a single lease component. Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. None of the Company’s lease agreements contain any material residual value guarantees or material restrictive covenants. As a result of the Company’s election of the package of practical expedients permitted within ASC 842, which among other things, allows for the carryforward of historical lease classification, all of the Company’s lease agreements in existence at the date of adoption that were classified as operating leases under the legacy guidance, ASC 840, have been classified as operating leases under ASC 842. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term. When the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s borrowing rates at the lease commencement date in determining the present value of lease payments. The right-of-use asset also includes any lease payments made at or before lease commencement less any lease incentives. As of June 30, 2020, the Company had right-of-use assets of $6.2 million and lease liabilities related to its operating leases of $6.8 million. Right-of-use assets are included in right-of-use assets, net, on the condensed consolidated balance sheet and lease liabilities related to the Company’s operating leases are included in accrued expenses and other liabilities and other long-term liabilities on the condensed consolidated balance sheet. As of June 30, 2020, the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases were 5.7 years and 9.2%, respectively. During the six months ended June 30, 2020 and 2019, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was approximately $0.3 million and $0.5 million, respectively, which is included as an operating cash outflow within the consolidated statements of cash flows. During the six months ended June 30, 2020 and 2019, the operating lease costs related to the Company’s operating leases were approximately $0.4 million and $0.4 million, respectively, which is included in operating costs and expenses in the condensed consolidated statements of operations. During the three months ended June 30, 2020, the Company entered into a lease agreement for its new corporate offices for which a right-of-use asset was recorded in exchange for a new lease liability. The future minimum payments under operating leases were as follows at June 30, 2020 (in thousands): 2020 (remainder) $ 854 2021 1,772 2022 1,511 2023 1,193 2024 1,052 Thereafter 2,432 Total minimum operating lease payments 8,814 Less: amounts representing interest (1,998) Present value of net minimum operating lease payments 6,816 Less: current portion (1,121) Long-term portion of operating lease obligations $ 5,695 The current and long term portion of operating lease obligations are classified within accrued expenses and other current liabilities and other long-term liabilities, respectively, on the condensed consolidated balance sheets. Lessor Prior to January 1, 2019, and as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2018, the Company derived revenue from customers who lease the Company’s monitoring devices. The Company recorded such revenue in accordance with the previous lease accounting guidance ASC 840, Leases , and determined that the leases qualify as operating leases. Monitoring device leases in which the Company serves as lessor are classified as operating leases. Accordingly, rental devices are carried at historical cost less accumulated depreciation and impairment, if any, and are included in rental assets, net, on the condensed consolidated balance sheets. Since the lease components meet the criteria for an operating lease under ASC 842, the Company has elected the practical expedient to combine the lease and the non-lease components because the service is the predominant element in the eyes of the customer and the pattern of service delivery is the same for both elements. The Company accounts for the combined component as a single performance obligation under ASC 606, Revenue from Contracts with Customers . |
Leases | Leases Lessee The Company is a lessee in lease agreements for office space, automobiles and certain equipment. Certain of the Company’s leases contain provisions that provide for one or more options to renew at the Company’s sole discretion. The majority of the Company’s leases are comprised of fixed lease payments, with a small percentage of its real estate leases including lease payments subject to a rate or index which may be variable. Certain real estate leases also include executory costs such as common area maintenance (non-lease component). As a practical expedient permitted under the new guidance, ASC 842, the Company has elected to account for the lease and non-lease components as a single lease component. Lease payments, which may include lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. None of the Company’s lease agreements contain any material residual value guarantees or material restrictive covenants. As a result of the Company’s election of the package of practical expedients permitted within ASC 842, which among other things, allows for the carryforward of historical lease classification, all of the Company’s lease agreements in existence at the date of adoption that were classified as operating leases under the legacy guidance, ASC 840, have been classified as operating leases under ASC 842. Lease expense for payments related to the Company’s operating leases is recognized on a straight-line basis over the related lease term, which includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Right-of-use assets represent the Company’s right to use an underlying asset during the lease term and lease liabilities represent the Company’s obligation to make lease payments as specified in the lease. Right-of-use assets and lease liabilities related to the Company’s operating leases are recognized at the lease commencement date based on the present value of the remaining lease payments over the lease term. When the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available surrounding the Company’s borrowing rates at the lease commencement date in determining the present value of lease payments. The right-of-use asset also includes any lease payments made at or before lease commencement less any lease incentives. As of June 30, 2020, the Company had right-of-use assets of $6.2 million and lease liabilities related to its operating leases of $6.8 million. Right-of-use assets are included in right-of-use assets, net, on the condensed consolidated balance sheet and lease liabilities related to the Company’s operating leases are included in accrued expenses and other liabilities and other long-term liabilities on the condensed consolidated balance sheet. As of June 30, 2020, the Company’s weighted-average remaining lease term and weighted-average discount rate related to its operating leases were 5.7 years and 9.2%, respectively. During the six months ended June 30, 2020 and 2019, the cash paid for amounts included in the measurement of lease liabilities related to the Company’s operating leases was approximately $0.3 million and $0.5 million, respectively, which is included as an operating cash outflow within the consolidated statements of cash flows. During the six months ended June 30, 2020 and 2019, the operating lease costs related to the Company’s operating leases were approximately $0.4 million and $0.4 million, respectively, which is included in operating costs and expenses in the condensed consolidated statements of operations. During the three months ended June 30, 2020, the Company entered into a lease agreement for its new corporate offices for which a right-of-use asset was recorded in exchange for a new lease liability. The future minimum payments under operating leases were as follows at June 30, 2020 (in thousands): 2020 (remainder) $ 854 2021 1,772 2022 1,511 2023 1,193 2024 1,052 Thereafter 2,432 Total minimum operating lease payments 8,814 Less: amounts representing interest (1,998) Present value of net minimum operating lease payments 6,816 Less: current portion (1,121) Long-term portion of operating lease obligations $ 5,695 The current and long term portion of operating lease obligations are classified within accrued expenses and other current liabilities and other long-term liabilities, respectively, on the condensed consolidated balance sheets. Lessor Prior to January 1, 2019, and as previously disclosed in the Company’s Form 10-K for the year ended December 31, 2018, the Company derived revenue from customers who lease the Company’s monitoring devices. The Company recorded such revenue in accordance with the previous lease accounting guidance ASC 840, Leases , and determined that the leases qualify as operating leases. Monitoring device leases in which the Company serves as lessor are classified as operating leases. Accordingly, rental devices are carried at historical cost less accumulated depreciation and impairment, if any, and are included in rental assets, net, on the condensed consolidated balance sheets. Since the lease components meet the criteria for an operating lease under ASC 842, the Company has elected the practical expedient to combine the lease and the non-lease components because the service is the predominant element in the eyes of the customer and the pattern of service delivery is the same for both elements. The Company accounts for the combined component as a single performance obligation under ASC 606, Revenue from Contracts with Customers . |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s income tax provision (benefit) of ($0.1) million and $0.3 million for the three months ended June 30, 2020 and 2019, respectively, and $(24,000) and $0.6 million for the six months ended June 30, 2020 and 2019, respectively, consists 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 (or benefit) is different than the expected expense (or benefit) based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities and many of its foreign subsidiaries. In June 2020, the Company issued $180.4 million of 2025 Notes in a financing which allowed it to redeem the remaining outstanding 2022 Notes and pay off the Term Loan. The loss on the extinguishment of the 2022 Notes did not impact the |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | The information contained herein has been prepared by Inseego Corp. (the “Company”) in accordance with the rules of the Securities and Exchange Commission (the “SEC”). The information at June 30, 2020 and the results of the Company’s operations for the three and six months ended June 30, 2020 and 2019 are unaudited. The condensed consolidated financial statements reflect all adjustments, consisting of only normal recurring accruals, except otherwise disclosed herein, which are, in the opinion of management, necessary for a fair statement of the results of the interim periods presented. These unaudited condensed consolidated financial statements and notes hereto should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. The year-end condensed consolidated balance sheet data as of December 31, 2019 was derived from the Company’s audited consolidated financial statements and may not include all disclosures required by accounting principles generally accepted in the United States. Certain prior period amounts were reclassified to conform to the current period presentation. These reclassifications did not affect total revenues, costs and expenses, net income (loss), assets, liabilities or stockholders’ deficit. Except as set forth below, the accounting policies used in preparing these unaudited condensed consolidated financial statements are the same as those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019. 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 | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly- and majority-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Segment Information | Segment InformationManagement has determined that 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 is based solely on the Company’s consolidated operations and operating results. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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. Significant estimates include revenue recognition, capitalized software costs, allowance for doubtful accounts receivable, provision for excess and obsolete inventory, valuation of intangible and long-lived assets, valuation of goodwill, valuation of debt obligations, valuation of derivatives, royalty costs, accruals relating to litigation, income taxes, share-based compensation expense and the Company’s ability to continue as a going concern. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates stock options, stock warrants, debt instruments and other contracts to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification. The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as an asset or liability. In the event that the fair value is recorded as an asset or liability, the change in fair value is recorded in the consolidated statements of operations as other income or other expense. Upon conversion, exercise or expiration of a derivative financial instrument, the instrument is marked to fair value. |
Convertible Debt Instruments | Convertible Debt Instruments The Company accounts for its convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) by separating the liability and equity components of the instruments in a manner that reflects the Company's nonconvertible debt borrowing rate. The Company determines the carrying amount of the liability component by measuring the fair value of similar debt instruments that do not have the conversion feature. If a similar debt instrument does not exist, the Company estimates the fair value by using assumptions that market participants would use in pricing a debt instrument, including market interest rates, credit standing, yield curves and volatilities. Determining the fair value of the debt component requires the use of accounting estimates and assumptions. These estimates and assumptions require significant judgment and could have a significant impact on the determination of the debt component and the associated non-cash interest expense. For convertible debt that may be settled in cash upon conversion, the Company assigns a value to the debt component equal to the estimated fair value of similar debt instruments without the conversion feature, which could result in the Company recording the debt instrument at a discount. If the debt instrument is recorded at a discount, the Company amortizes the debt discount over the life of the debt instrument as additional non-cash interest expense utilizing the effective interest method. The Company evaluates embedded features within convertible debt that will be settled in shares upon conversion under Accounting Standards Codification (“ASC”) 815, Derivatives and Hedging (“ASC 815”), to determine whether the embedded feature(s) should be bifurcated from the host instrument and accounted for as a derivative at fair value with changes in fair value recorded in earnings. |
Revenue Recognition | Sources of Revenue The Company generates revenue from a broad range of product sales including intelligent wireless hardware products for the worldwide mobile communications, industrial Internet of Things (“IoT”) markets, and various Software as a Service (SaaS) products. The Company’s products principally include intelligent mobile hotspots, wireless routers for IoT applications, USB modems, integrated telematics and mobile tracking hardware devices, which are supported by applications software and cloud software services designed to enable customers to easily analyze data insights and configure and manage their hardware. The Company classifies its revenues from the sale of its 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. IoT & Mobile Solutions . The IoT & Mobile Solutions portfolio is comprised of end-to-end edge to cloud solutions including 4G LTE mobile broadband gateways, routers, modems, hotspots, HD quality VoLTE based wireless home phones, cloud management software and an advanced portfolio of 5G products. The solutions are offered under the MiFi™ brand for consumer and enterprise markets, and under the Skyus brand for industrial IoT markets. Enterprise SaaS Solutions . The Enterprise SaaS Solutions consist of various subscription offerings to gain access to the Company’s Ctrack telematics platforms, which provide fleet vehicle, aviation ground vehicle and asset tracking and performance information, and other telematics applications, and the Company’s Device Management System (“DMS”), a hosted software-as-a-service (“SaaS”) platform that helps organizations manage the selection, deployment and spend of their customer’s wireless assets, helping them save money on personnel and telecom expenses. Contracts with Customers The Company routinely enters into a variety of agreements with customers, including quality agreements, pricing agreements and master supply agreements which outline the general commercial terms and conditions under which the Company does business with a specific customer, including shipping terms and pricing for the products and services that the Company offers. The Company also sells to some customers solely based on purchase orders. The Company has concluded, for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement. The Company determines revenue recognition through the following five steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, performance obligations are satisfied. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time it has an unconditional right to receive payment. The Company’s prices are fixed and have no history of being affected by contingent events that could impact the transaction price. The Company does not offer price concessions and does not accept payment that is less than the price stated when it accepts the purchase order. Revenue Recognition Revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that may include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations. Hardware. Hardware revenue from the sale of the Company’s IoT & Mobile Solutions devices is recognized when the Company transfers control to the customer, typically at the time when the product is delivered, shipped or installed at which time the title passes to the customer, and there are no further performance obligations with regards to the hardware device. SaaS and Other Services. SaaS subscription revenue is recognized over time on a ratable basis over the contract term beginning on the date that its service is made available to the customer. Subscription periods range from monthly to multi-year, with the majority of contracts being one to three years. Telematics includes a device which collects and transmits the information from the vehicle or other asset. The Company’s customers have an option to purchase the monitoring device or lease it over the term of the contract. If the customer purchases the hardware device, the Company recognizes the revenue at a point in time as discussed above in the hardware revenue recognition disclosure. Under the standard, because the Company’s rental asset lease contracts qualify as operating leases under ASC 842 and the contracts also include services to operate the underlying asset, and to maintain the asset, the Company has elected the practical expedient to combine the lease and the non-lease components because the service is the predominant element in the eyes of the customer and the pattern of service delivery is the same for both elements. The Company recognizes revenue over time on a ratable basis over the term of the contract. Maintenance and support services revenue. Periodically, the Company sells separately-priced warranty contracts that extend beyond the Company’s base warranty period. The separately priced service contracts range from 12 months to 36 months. The Company typically receives payment at the inception of the contract and recognizes revenue as earned on a straight-line basis over the term of the contract. Professional services revenue. From time to time, the Company enters into special engineering design service agreements. Revenues from engineering design services are specifically designed to meet specifications of a particular product, and therefore do not create an asset with an alternative use. The Company recognizes revenue based on the achievement of certain applicable milestones and the amount of payment the Company believes it is entitled to at the time. With respect to revenue related to third party product sales or other arrangements that involve the services of another party, for which the Company does not control the sale or service and acts as an agent to the transaction, the Company recognizes revenue on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. Multiple Performance Obligations The Company’s contracts with customers may include commitments to transfer multiple products and services to a customer. When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations. In instances where the software elements included within hardware for various products are considered to be functioning together with non-software elements to provide the tangible product’s essential functionality, these arrangements are accounted for as a single distinct performance obligation. Judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. When available, the Company uses observable inputs to determine SSP. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP based on a cost-plus model as market and other observable inputs are seldom present based on the proprietary nature of the Company’s products. Contract Liabilities Timing of revenue recognition may differ from the timing of invoicing to customers. If customers are invoiced for subscription services in advance of the service period, deferred revenue liabilities, or contract liabilities, are recorded. Deferred revenue liabilities, or contract liabilities, are also recorded when the Company collects payments in advance of performing the services. Contract Assets The Company capitalizes sales commissions earned by its sales force when they are considered to be incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit. There were no significant amounts of assets recorded related to contract costs as of June 30, 2020. Applying the practical expedient in paragraph ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. Significant Judgments in the Application of the Guidance in ASC 606 Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. The Company considered the performance obligations in its customer master supply agreements and determined that, for the majority of its revenue, the Company generally satisfies performance obligations at a point in time upon delivery of the product to the customer. Revenues from the Company’s SaaS subscription services represent a single promise to provide continuous access to its software solutions and their processing capabilities in the form of a service through one of the Company’s data centers or a hosted data center. As each day of providing access to the software is substantially the same, and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its subscription services arrangements include a single performance obligation comprised of a series of distinct services. The Company’s SaaS subscriptions also include an unspecified volume of call center support and any remote system diagnostic and software upgrades as needed. These services are combined with the recurring monthly subscription service since they are highly interrelated and interdependent. Revenue from the Company’s subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the customer. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included in product revenues, and costs for shipping and handling of products are included as a component of cost of sales. |
New Accounting Pronouncements | New Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB, which are adopted by the Company as of the specified date. Unless otherwise discussed, management believes the impact of recently issued standards, some of which are not yet effective, will not have a material impact on the Company’s consolidated financial statements upon adoption. In August 2020, the 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 new guidance is effective for annual and interim periods beginning after December 15, 2021, and early adoption is permitted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. The Company is currently evaluating the impact that this new guidance will have on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify the accounting for income taxes. The amendment eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The amendment also clarifies existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company early adopted the pronouncement effective for the fourth quarter 2019, the impact of which was not material to the 2019 consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , which requires measurement and recognition of expected credit losses for financial assets held. This guidance is effective for interim and annual periods beginning after December 15, 2019. Early adoption is permitted. There was no impact from the adoption of this pronouncement to the Company’s condensed consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) , which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either financing or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification determines whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less are accounted for similar to previous guidance for operating leases. The new standard requires lessors to account for leases using an approach that is substantially equivalent to previous guidance for sales-type leases, direct financing leases and operating leases. The Company adopted the standard on January 1, 2019, the date it became effective for public companies, using the modified retrospective approach whereby the cumulative effect of adoption was recognized on the adoption date and prior periods were not restated. There was no net cumulative effect adjustment to retained earnings as of January 1, 2019 as a result of this adoption. Upon adoption, the Company elected the package of practical expedients permitted within the standard, which among other things, allows for the carryforward of historical lease classification. The Company also elected the practical expedient provided in a subsequent amendment to the standard that removed the requirement to separate lease and non-lease components, provided certain conditions were met. Refer to Note 10, Leases, |
Fair Value Measurement | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). A fair value measurement reflects the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risk inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. The Company classifies inputs to measure fair value using a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) and is defined as follows: Level 1: Pricing inputs are based on quoted market prices for identical assets or liabilities in active markets (e.g., NYSE or NASDAQ). Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs include benchmark yields, trade data, reported trades and broker dealer quotes, two-sided markets and industry and economic events, yield to maturity, Municipal Securities Rule Making Board reported trades and vendor trading platform data. Level 2 includes those financial instruments that are valued using various pricing services and broker pricing information including Electronic Communication Networks and broker feeds. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources, including the Company’s own assumptions. 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. |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventories | Inventories, net, consist of the following (in thousands): June 30, December 31, Finished goods $ 12,756 $ 21,229 Raw materials and components 7,417 4,061 Total inventories, net $ 20,173 $ 25,290 |
Summary of Accrued Expenses | Accrued expenses and other current liabilities consist of the following (in thousands): June 30, December 31, Royalties $ 2,437 $ 1,415 Payroll and related expenses 4,720 2,716 Professional fees 381 483 Accrued interest 800 1,543 Deferred revenue 2,536 2,235 Operating lease liabilities 1,121 1,101 Acquisition-related liabilities 1,000 1,000 Other 5,574 7,368 Total accrued expenses and other current liabilities $ 18,569 $ 17,861 |
Schedule of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows (in thousands): June 30, December 31, June 30, December 31, Cash and cash equivalents $ 42,100 $ 12,074 $ 20,268 $ 31,015 Restricted cash — — 61 61 Total cash, cash equivalents and restricted cash $ 42,100 $ 12,074 $ 20,329 $ 31,076 |
Fair Value Measurement of Ass_2
Fair Value Measurement of Assets and Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Schedule of Financial Instruments Measured at Fair Value on Recurring Basis | The following tables summarize the Company’s financial instruments measured at fair value on a recurring basis in accordance with the authoritative guidance for fair value measurements as of June 30, 2020 (in thousands): Balance as of Level 1 Assets: Cash equivalents Money market funds $ 126 $ 126 Total cash equivalents $ 126 $ 126 Balance as of Level 3 Liabilities: 2025 Notes Interest make-whole payment $ 3,756 $ 3,756 Total embedded derivatives $ 3,756 $ 3,756 The following table summarizes the Company’s financial instruments measured at fair value on a recurring basis in accordance with the authoritative guidance for fair value measurements as of December 31, 2019 (in thousands): Balance as of Level 1 Assets: Cash equivalents Money market funds $ 126 $ 126 Total cash equivalents $ 126 $ 126 |
Schedule of Fair Value Valuation Model and Assumptions | The fair value of the interest make-whole payment derivative liability was determined using a binomial lattice model with the following key assumptions: May 12, 2020 June 30, 2020 Volatility 60 % 60 % Stock price as of June 30, 2020 $10.62 per share $11.60 per share Credit spread 14.97 % 12.47 % Term 4.97 years 4.84 years Dividend yield — % — % Risk-free rate 0.34 % 0.28 % |
Summary of Changes in Fair Value of Level 3 Liabilities | The following table sets forth a summary of changes in the fair value of Level 3 liabilities for the six months ended June 30, 2020 (in thousands): Balance as of Additions Change in fair value Balance as of Liabilities: Interest make-whole payment $ — $ 4,582 $ (826) $ 3,756 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Net Carrying Amount of Debt | The Term Loan consists of the following (in thousands): December 31, Principal $ 47,500 Less: unamortized debt discount and issuance costs (962) Net carrying amount $ 46,538 The 2025 Notes consist of the following (in thousands): June 30, Liability component Principal $ 180,375 Add: fair value of embedded derivative 3,756 Less: unamortized debt discount (4,458) Less: unamortized issuance costs (3,502) Net carrying amount $ 176,171 The 2022 Notes consist of the following (in thousands): June 30, December 31, Liability component Principal $ 2 $ 105,125 Less: unamortized debt discount and issuance costs — (3,791) Net carrying amount $ 2 $ 101,334 |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the Term Loan (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Contractual interest expense $ 516 $ 1,210 $ 1,667 $ 2,390 Amortization of debt discount 526 333 859 666 Amortization of debt issuance costs 63 40 103 80 Total interest expense $ 1,105 $ 1,583 $ 2,629 $ 3,136 Three Months Ended Six Months Ended June 30, 2020 Contractual interest expense $ 800 $ 800 Amortization of debt discount 124 124 Amortization of debt issuance costs 96 96 Total interest expense $ 1,020 $ 1,020 Three Months Ended Six Months Ended 2020 2019 2020 2019 Contractual interest expense $ 286 $ 1,445 $ 768 $ 2,891 Amortization of debt discount 700 1,955 1,952 3,911 Amortization of debt issuance costs 39 115 111 229 Total interest expense $ 1,025 $ 3,515 $ 2,831 $ 7,031 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation | The Company included the following amounts for share-based compensation awards in the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 Cost of revenues $ 759 $ 574 $ 987 $ 697 Research and development 1,510 957 1,802 1,132 Sales and marketing 816 818 1,279 1,032 General and administrative 1,343 1,296 1,913 1,841 Total $ 4,428 $ 3,645 $ 5,981 $ 4,702 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity: Outstanding — December 31, 2019 9,044,304 Granted 1,209,500 Exercised (442,193) Canceled (314,967) Outstanding — June 30, 2020 9,496,644 Exercisable — June 30, 2020 3,990,056 |
Summary of Restricted Stock Unit Activity | The following table summarizes the Company’s restricted stock unit (“RSU”) activity: Non-vested — December 31, 2019 400,315 Granted 315,137 Vested (465,269) Forfeited (1,250) Non-vested — June 30, 2020 248,933 |
Geographic Information and Co_2
Geographic Information and Concentrations of Risk (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Concentration of Net Revenues | The following table details the Company’s net revenues by geographic region based on shipping destination (in thousands): Three Months Ended Six Months Ended 2020 2019 2020 2019 United States and Canada $ 69,080 $ 41,459 $ 111,430 $ 74,953 South Africa 5,856 8,558 14,094 16,927 Other 5,753 5,874 12,005 12,567 Total $ 80,689 $ 55,891 $ 137,529 $ 104,447 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Schedule of Future Minimum Payments Under Operating Leases | The future minimum payments under operating leases were as follows at June 30, 2020 (in thousands): 2020 (remainder) $ 854 2021 1,772 2022 1,511 2023 1,193 2024 1,052 Thereafter 2,432 Total minimum operating lease payments 8,814 Less: amounts representing interest (1,998) Present value of net minimum operating lease payments 6,816 Less: current portion (1,121) Long-term portion of operating lease obligations $ 5,695 |
Basis of Presentation - Narrati
Basis of Presentation - Narrative (Details) | Jul. 22, 2020USD ($) | May 12, 2020USD ($)shares | Mar. 31, 2020shares | Mar. 06, 2020USD ($)$ / sharesshares | Aug. 09, 2019USD ($)shares | Aug. 23, 2017 | Aug. 10, 2020USD ($) | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($) | Jun. 30, 2020USD ($)Segments$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) |
Class of Stock [Line Items] | |||||||||||||
Cash and cash equivalents | $ 42,100,000 | $ 42,100,000 | $ 20,268,000 | $ 12,074,000 | $ 31,015,000 | ||||||||
Working capital | $ 46,800,000 | $ 46,800,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Preferred stock issued during the period | $ 25,000,000 | 0 | |||||||||||
Number of reportable segments | Segments | 1 | ||||||||||||
Gross proceeds from the issuance of convertible 3.25% senior notes | $ 100,000,000 | 0 | |||||||||||
Cash paid in exchange transaction | $ 32,000,000 | 32,062,000 | 0 | ||||||||||
Payments repurchase of preferred stock | $ 2,354,000 | $ 0 | |||||||||||
Series E Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares (shares) | shares | 25,000 | 10,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock issued during the period | $ 25,000,000 | $ 10,000,000 | |||||||||||
Stock repurchased (in shares) | shares | 2,330 | ||||||||||||
Payments repurchase of preferred stock | $ 2,400,000 | ||||||||||||
2025 Notes | Subsequent Event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt conversion amount | $ 13,500,000 | ||||||||||||
Convertible Debt | Inseego Notes | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt conversion amount | $ 59,900,000 | ||||||||||||
Convertible Debt | 2025 Notes | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Gross proceeds from the issuance of convertible 3.25% senior notes | 100,000,000 | ||||||||||||
Stated interest rate of debt issued | 3.25% | 3.25% | |||||||||||
Carrying amount of debt | 180,400,000 | $ 180,375,000 | $ 180,375,000 | ||||||||||
Debt issued in exchange transaction | 80,400,000 | ||||||||||||
Convertible Debt | 2022 Notes | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt conversion amount | 45,000,000 | $ 59,900,000 | |||||||||||
Stated interest rate of debt issued | 5.50% | 5.50% | |||||||||||
Carrying amount of debt | 45,000,000 | $ 2,000 | $ 2,000 | $ 105,125,000 | |||||||||
Convertible Debt | 2022 Notes | Subsequent Event | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Debt conversion amount | $ 2,000 | ||||||||||||
Secured Debt | Term Loan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Carrying amount of debt | $ 47,500,000 | ||||||||||||
Repayment of outstanding principal | 47,500,000 | ||||||||||||
Repayment of accrued interest | 500,000 | ||||||||||||
Prepayment fee | 800,000 | ||||||||||||
Exit fee | $ 600,000 | ||||||||||||
South Ocean Funding LLC | Series E Preferred Stock | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Issuance of shares (shares) | shares | 2,330 | ||||||||||||
LIBOR | Credit Agreement | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Applicable margin on interest rate (percent) | 7.65% | ||||||||||||
LIBOR | Secured Debt | Term Loan | |||||||||||||
Class of Stock [Line Items] | |||||||||||||
Applicable margin on interest rate (percent) | 7.625% |
Basis of Presentation - Disaggr
Basis of Presentation - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Accounting Policies [Abstract] | ||||
IoT & Mobile Solutions Net Revenues | $ 66,243 | $ 39,983 | $ 106,624 | $ 72,764 |
Enterprise SaaS Solutions Net Revenues | 14,446 | 15,908 | 30,905 | 31,683 |
Net revenues | $ 80,689 | $ 55,891 | $ 137,529 | $ 104,447 |
Financial Statement Details - I
Financial Statement Details - Inventories, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 12,756 | $ 21,229 |
Raw materials and components | 7,417 | 4,061 |
Total inventories, net | $ 20,173 | $ 25,290 |
Financial Statement Details - A
Financial Statement Details - Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Royalties | $ 2,437 | $ 1,415 |
Payroll and related expenses | 4,720 | 2,716 |
Professional fees | 381 | 483 |
Accrued interest | 800 | 1,543 |
Deferred revenue | 2,536 | 2,235 |
Operating lease liabilities | 1,121 | 1,101 |
Acquisition-related liabilities | 1,000 | 1,000 |
Other | 5,574 | 7,368 |
Total accrued expenses and other current liabilities | $ 18,569 | $ 17,861 |
Financial Statement Details - C
Financial Statement Details - Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jun. 30, 2019 | Dec. 31, 2018 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 42,100 | $ 12,074 | $ 20,268 | $ 31,015 |
Restricted cash | 0 | 0 | 61 | 61 |
Total cash, cash equivalents and restricted cash | $ 42,100 | $ 12,074 | $ 20,329 | $ 31,076 |
Fair Value Measurement of Ass_3
Fair Value Measurement of Assets and Liabilities (Details) - USD ($) | 3 Months Ended | ||
Jun. 30, 2020 | May 12, 2020 | Dec. 31, 2019 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of embedded derivative | $ 3,800,000 | $ 4,600,000 | |
Gain on change in fair value of embedded derivative | 800,000 | ||
Convertible Debt | 2022 Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Carrying amount of debt | 2,000 | 45,000,000 | $ 105,125,000 |
Net carrying amount | 2,000 | 101,334,000 | |
Convertible Debt | 2025 Notes | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of embedded derivative | 3,756,000 | ||
Carrying amount of debt | 180,375,000 | $ 180,400,000 | |
Net carrying amount | 176,171,000 | ||
Recurring | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of cash equivalents | 126,000 | 126,000 | |
Fair value of embedded derivative | 3,756,000 | ||
Recurring | Interest make-whole provision | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of embedded derivative | 3,756,000 | ||
Recurring | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of cash equivalents | 126,000 | 126,000 | |
Recurring | Level 1 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of cash equivalents | 126,000 | 126,000 | |
Recurring | Level 1 | Money market funds | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of cash equivalents | 126,000 | $ 126,000 | |
Recurring | Level 3 | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of embedded derivative | 3,756,000 | ||
Recurring | Level 3 | Interest make-whole provision | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of embedded derivative | $ 3,756,000 |
Fair Value Measurement of Ass_4
Fair Value Measurement of Assets and Liabilities - Binomial Lattice Model and Assumptions (Details) - Level 3 - Interest make-whole payment | Jun. 30, 2020$ / shares | May 12, 2020$ / shares |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.60 | 0.60 |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Stock price | $ 11.60 | $ 10.62 |
Credit spread | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.1247 | 0.1497 |
Term | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term | 4 years 10 months 2 days | 4 years 11 months 19 days |
Dividend yield | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0 | 0 |
Risk-free rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Measurement input | 0.0028 | 0.0034 |
Fair Value Measurement of Ass_5
Fair Value Measurement of Assets of Liabilities - Activity in Level 3 Liabilities (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Level 3 Liabilities | |
Beginning balance | $ 0 |
Additions | 4,582 |
Change in fair value | (826) |
Ending balance | $ 3,756 |
Debt - Overview and Term Loan (
Debt - Overview and Term Loan (Details) - USD ($) | Jul. 22, 2020 | May 12, 2020 | Mar. 31, 2020 | Mar. 06, 2020 | Aug. 09, 2019 | Aug. 23, 2017 | Aug. 10, 2020 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 09, 2017 |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from completed registered offering | $ 100,000,000 | $ 0 | ||||||||||
Cash paid in exchange transaction | $ 32,000,000 | 32,062,000 | 0 | |||||||||
Payments repurchase of preferred stock | $ 2,354,000 | $ 0 | ||||||||||
Series E Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock repurchased (in shares) | 2,330 | |||||||||||
Payments repurchase of preferred stock | $ 2,400,000 | |||||||||||
Issuance of shares (shares) | 25,000 | 10,000 | ||||||||||
South Ocean Funding LLC | Series E Preferred Stock | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Issuance of shares (shares) | 2,330 | |||||||||||
2025 Notes | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt conversion amount | $ 13,500,000 | |||||||||||
Secured Debt | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | $ 47,500,000 | |||||||||||
Repayment of outstanding principal | 47,500,000 | |||||||||||
Repayment of accrued interest | 500,000 | |||||||||||
Prepayment fee | 800,000 | |||||||||||
Exit fee | 600,000 | |||||||||||
Debt aggregate face amount | $ 48,000,000 | |||||||||||
Interest rate base minimum (percent) | 1.00% | |||||||||||
Effective interest rate | 15.19% | |||||||||||
Secured Debt | Term Loan | LIBOR | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Applicable margin on interest rate (percent) | 7.625% | |||||||||||
Convertible Debt | 2022 Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 45,000,000 | $ 2,000 | $ 105,125,000 | |||||||||
Debt conversion amount | 45,000,000 | $ 59,900,000 | ||||||||||
Debt aggregate face amount | $ 119,800,000 | |||||||||||
Effective interest rate | 12.89% | |||||||||||
Convertible Debt | 2022 Notes | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt conversion amount | $ 2,000 | |||||||||||
Convertible Debt | 2025 Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 180,400,000 | $ 180,375,000 | ||||||||||
Proceeds from completed registered offering | 100,000,000 | |||||||||||
Debt issued in exchange transaction | $ 80,400,000 | |||||||||||
Effective interest rate | 4.13% |
Debt - Components (Details)
Debt - Components (Details) - USD ($) | Jun. 30, 2020 | May 12, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Fair value of embedded derivative | $ 3,800,000 | $ 4,600,000 | |
Term Loan | Secured Debt | |||
Debt Instrument [Line Items] | |||
Principal amount | $ 47,500,000 | ||
Unamortized debt discount and debt issuance costs | (962,000) | ||
Net carrying amount | 46,538,000 | ||
2025 Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Principal amount | 180,375,000 | 180,400,000 | |
Fair value of embedded derivative | 3,756,000 | ||
Unamortized debt discount | (4,458,000) | ||
Unamortized issuance costs | (3,502,000) | ||
Net carrying amount | 176,171,000 | ||
2022 Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Principal amount | 2,000 | $ 45,000,000 | 105,125,000 |
Unamortized debt discount and debt issuance costs | 0 | (3,791,000) | |
Net carrying amount | $ 2,000 | $ 101,334,000 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Term Loan | Secured Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | $ 516 | $ 1,210 | $ 1,667 | $ 2,390 |
Amortization of debt discount | 526 | 333 | 859 | 666 |
Amortization of debt issuance costs | 63 | 40 | 103 | 80 |
Total interest expense | 1,105 | 1,583 | 2,629 | 3,136 |
2025 Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 800 | 800 | ||
Amortization of debt discount | 124 | 124 | ||
Amortization of debt issuance costs | 96 | 96 | ||
Total interest expense | 1,020 | 1,020 | ||
2022 Notes | Convertible Debt | ||||
Debt Instrument [Line Items] | ||||
Contractual interest expense | 286 | 1,445 | 768 | 2,891 |
Amortization of debt discount | 700 | 1,955 | 1,952 | 3,911 |
Amortization of debt issuance costs | 39 | 115 | 111 | 229 |
Total interest expense | $ 1,025 | $ 3,515 | $ 2,831 | $ 7,031 |
Debt - Convertible Notes (Detai
Debt - Convertible Notes (Details) | Jul. 22, 2020USD ($) | May 12, 2020USD ($) | Jan. 09, 2017USD ($) | Aug. 10, 2020USD ($)shares | Feb. 29, 2020USD ($)$ / sharesshares | Jun. 30, 2020USD ($)$ / shares | Mar. 31, 2020USD ($)shares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)trading_day$ / shares | Jun. 30, 2019USD ($) | Dec. 31, 2019USD ($) | Jun. 10, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Proceeds from completed registered offering | $ 100,000,000 | $ 0 | ||||||||||
Cash paid in exchange transaction | $ 32,000,000 | 32,062,000 | 0 | |||||||||
Loss on debt conversion and extinguishment | 67,200,000 | $ 67,241,000 | $ 0 | 75,174,000 | $ 0 | |||||||
2025 Notes | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt conversion amount | $ 13,500,000 | |||||||||||
Conversion (shares) | shares | 1,200,000 | |||||||||||
Shares in satisfaction of make-whole payment (shares) | shares | 100,000 | |||||||||||
Convertible Debt | 2025 Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Proceeds from completed registered offering | 100,000,000 | |||||||||||
Principal amount | 180,400,000 | $ 180,375,000 | $ 180,375,000 | |||||||||
Debt issued in exchange transaction | 80,400,000 | |||||||||||
Stated interest rate of debt issued | 3.25% | 3.25% | ||||||||||
Principal amount per note | $ 1,000 | $ 1,000 | ||||||||||
Conversion ratio | 79.2896 | |||||||||||
Conversion price ($ per share) | $ / shares | $ 12.61 | $ 12.61 | ||||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||||
Threshold of trading days | trading_day | 20 | |||||||||||
Threshold of consecutive trading days | trading_day | 30 | |||||||||||
Aggregate percentage of holders to declare notes due and payable in default event | 25.00% | |||||||||||
Percentage of principal and accrued interest that may be called in default event | 100.00% | |||||||||||
Percentage of principal and accrued interest that may be called in event of bankruptcy, insolvency or reorganization | 100.00% | |||||||||||
Stock price trigger (in dollars per share) | $ / shares | $ 10.51 | |||||||||||
Interest make-whole payment discount rate | 1.00% | 1.00% | ||||||||||
Notes held by related parties | $ 80,400,000 | $ 80,400,000 | ||||||||||
Effective interest rate | 4.13% | 4.13% | ||||||||||
Convertible Debt | 2022 Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Principal amount | 45,000,000 | $ 2,000 | $ 2,000 | $ 105,125,000 | ||||||||
Estimated fair value of convertible debt | 112,400,000 | |||||||||||
Stated interest rate of debt issued | 5.50% | 5.50% | ||||||||||
Effective interest rate | 12.89% | 12.89% | ||||||||||
Debt aggregate face amount | $ 119,800,000 | |||||||||||
Debt conversion amount | $ 45,000,000 | $ 59,900,000 | ||||||||||
Conversion (shares) | shares | 13,688,876 | |||||||||||
Convertible Debt | 2022 Notes | Subsequent Event | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt conversion amount | $ 2,000 | |||||||||||
Convertible Debt | Privately negotiated exchange agreements | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on debt conversion and extinguishment | $ 7,900,000 | |||||||||||
Value of converted amount | $ 7,900,000 | |||||||||||
Conversion (shares) | shares | 942,706 | |||||||||||
Convertible Debt | Novatel Wireless Notes | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stated interest rate of debt issued | 5.50% | |||||||||||
Conversion price ($ per share) | $ / shares | $ 5 | |||||||||||
Debt aggregate face amount | $ 120,000,000 | |||||||||||
Debt conversion amount | $ 119,800,000 | $ 250,000 | ||||||||||
Conversion (shares) | shares | 50,000 |
Share-based Compensation - Expe
Share-based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | $ 4,428 | $ 3,645 | $ 5,981 | $ 4,702 |
Cost of net revenues | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 759 | 574 | 987 | 697 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 1,510 | 957 | 1,802 | 1,132 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 816 | 818 | 1,279 | 1,032 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Share-based compensation expense | 1,343 | $ 1,296 | 1,913 | $ 1,841 |
Stock Options | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Unrecognized expense | 12,300 | $ 12,300 | ||
Recognition period | 2 years 9 months | |||
RSUs | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Unrecognized expense | $ 600 | $ 600 | ||
Recognition period | 1 year 2 months 4 days |
Share-based Compensation - Acti
Share-based Compensation - Activity (Details) | 6 Months Ended |
Jun. 30, 2020shares | |
Stock Options | |
Outstanding — beginning balance | 9,044,304 |
Granted | 1,209,500 |
Exercised | (442,193) |
Canceled | (314,967) |
Outstanding — ending balance | 9,496,644 |
Exercisable — ending balance | 3,990,056 |
RSUs | |
Restricted Stock Units | |
Non-vested — beginning balance | 400,315 |
Granted | 315,137 |
Vested | (465,269) |
Forfeited | (1,250) |
Non-vested — ending balance | 248,933 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares (in shares) | 26,644,726 | 26,662,410 |
Private Placements (Details)
Private Placements (Details) - USD ($) $ / shares in Units, $ in Thousands | May 12, 2020 | Mar. 31, 2020 | Mar. 06, 2020 | Aug. 09, 2019 | Mar. 28, 2019 | Aug. 06, 2018 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Class of Stock [Line Items] | |||||||||
Number of shares issued (in shares) | 12,062,000 | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Number of additional shares from warrants (in shares) | 2,500,000 | 4,221,700 | |||||||
Initial exercise price of warrants (in dollars per share) | $ 7 | $ 2.52 | |||||||
Proceeds from the exercise of warrants | $ 10,600 | $ 1,861 | $ 10,639 | ||||||
Exercise of warrants (shares) | 338,454 | ||||||||
Preferred stock issued during the period | $ 25,000 | 0 | |||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | 0.001 | |||||||
Payments repurchase of preferred stock | $ 2,354 | $ 0 | |||||||
Series E Preferred Stock | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of shares (shares) | 25,000 | 10,000 | |||||||
Preferred stock issued during the period | $ 25,000 | $ 10,000 | |||||||
Dividend rate | 9.00% | ||||||||
Redemption price, percent | 110.00% | ||||||||
Base amount (in dollars per share) | $ 1,000 | $ 1,000 | 1,000 | ||||||
Stock repurchased (in shares) | 2,330 | ||||||||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||
Payments repurchase of preferred stock | $ 2,400 | ||||||||
Series E Preferred Stock | South Ocean Funding LLC | |||||||||
Class of Stock [Line Items] | |||||||||
Issuance of shares (shares) | 2,330 |
Geographic Information and Co_3
Geographic Information and Concentrations of Risk - Net Revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenues | $ 80,689 | $ 55,891 | $ 137,529 | $ 104,447 |
United States and Canada | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenues | 69,080 | 41,459 | 111,430 | 74,953 |
South Africa | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenues | 5,856 | 8,558 | 14,094 | 16,927 |
Other | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net revenues | $ 5,753 | $ 5,874 | $ 12,005 | $ 12,567 |
Geographic Information and Co_4
Geographic Information and Concentrations of Risk - Narrative (Details) - Customer Concentration | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Net Revenues | Customer One | ||||
Segment Reporting Information [Line Items] | ||||
Concentration percentage | 55.60% | 56.00% | 54.70% | 54.70% |
Accounts Receivable | Customer One | ||||
Segment Reporting Information [Line Items] | ||||
Concentration percentage | 44.30% | 25.00% | ||
Accounts Receivable | Customer Two | ||||
Segment Reporting Information [Line Items] | ||||
Concentration percentage | 6.00% | 11.20% | ||
Accounts Receivable | Customer Three | ||||
Segment Reporting Information [Line Items] | ||||
Concentration percentage | 5.30% |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | Jul. 24, 2020 | Jul. 26, 2018 | Mar. 15, 2017 | Jun. 30, 2020 |
Loss Contingencies [Line Items] | ||||
Amount awarded to other party in settlement | $ 1 | |||
Issuance of common shares in litigation settlement (in shares) | 500,000 | |||
Additional amount to be awarded to other party in settlement, within 12 months | $ 1 | |||
Additional amount to be awarded to other party in settlement, within 24 months | $ 1 | |||
Estimated Litigation Liability, Current | $ 1 | |||
Former Stockholders | ||||
Loss Contingencies [Line Items] | ||||
Stock issued for acquisition (shares) | 973,333 | |||
Subsequent Event | ||||
Loss Contingencies [Line Items] | ||||
Issuance of common shares in litigation settlement (in shares) | 89,928 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Leases [Abstract] | |||
Right-of-use assets, net | $ 6,248 | $ 2,657 | |
Operating lease liabilities | $ 6,816 | ||
Weighted-average remaining lease term | 5 years 8 months 12 days | ||
Weighted-average discount rate | 9.20% | ||
Operating lease payments | $ 300 | $ 500 | |
Operating lease costs | $ 400 | $ 400 |
Leases - Maturity of Operating
Leases - Maturity of Operating Lease Liability (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
2020 (remainder) | $ 854 | |
2021 | 1,772 | |
2022 | 1,511 | |
2023 | 1,193 | |
2024 | 1,052 | |
Thereafter | 2,432 | |
Total minimum operating lease payments | 8,814 | |
Less: amounts representing interest | (1,998) | |
Present value of net minimum operating lease payments | 6,816 | |
Less: current portion | (1,121) | $ (1,101) |
Long-term portion of operating lease obligations | $ 5,695 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | May 12, 2020 | |
Income Tax Disclosure [Abstract] | |||||
Income tax provision (benefit) | $ (115) | $ 322 | $ (24) | $ 570 | |
2025 Notes | Convertible Debt | |||||
Debt Instrument [Line Items] | |||||
Carrying amount of debt | $ 180,375 | $ 180,375 | $ 180,400 |