Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 19, 2024

INSEEGO CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-38358

81-3377646

(State or other jurisdiction

of incorporation)

(Commission

file number)

(IRS Employer

Identification No.)

9710 Scranton Road, Suite 200

San Diego, California 92121

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 812-3400

Not Applicable

(Former Name, or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	INSG	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On February 20, 2024, Inseego Corp. (the “Company”) entered into a fourth amendment (the “Fourth Amendment”) of the Company’s Loan and Security Agreement (the “Credit Agreement”) with Siena Lending Group LLC, as lender. The Fourth Amendment relaxed the financial covenants under the Credit Agreement by decreasing the minmum liquidity level the Company are required to maintain from $10 million to $8 million. No costs were incurred by the Company in connection with the Fourth Amendment.

The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed as exhibit 10.1 to this Current Report on Form 8-K.

Item 2.02. Results of Operations and Financial Condition.

The information in “Item 2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K and in Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a filing under the Exchange Act or the Securities Act of 1933, as amended, only if such subsequent filing specifically references such disclosure in this Form 8-K.

On February 21, 2024, the Company issued a press release containing preliminary financial results for the year and quarter ended December 31, 2023.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 19, 2024, Ashish Sharma resigned as Chief Executive Officer and President of the Company, to be effective as of February 23, 2024. In addition, the Company’s board of directors (the “Board”) appointed Philip G. Brace, a member of the Board, to the newly-created role of Executive Chairman, effective as of February 19, 2024 and to continue until the earlier of six (6) months or a permanent chief executive officer and president is hired.

Mr. Brace, age 53, joined the Board in September 2023. Mr. Brace has an extensive technology and operations background. His experience at technology companies over the past 30 years includes roles in a wide array of functional areas, including engineering, software, hardware, and sales and marketing. Most recently, Mr. Brace served as president and CEO of Sierra Wireless Inc. from July 2021 until its sale to Semtech Corporation in January 2023. His previous executive roles include Executive Vice President at Veritas Technologies, President of Seagate Technology’s Cloud Systems and Electronic Solutions, Executive Vice President at LSI Corporation, and General Manager at Intel Corporation. Mr. Brace currently serves on the board of directors of Lantronix, Inc. and Blackberry Limited. Mr. Brace holds a Bachelor’s degree in Applied Science from the University of Waterloo and a Master’s degree in Electrical Engineering from California State University, Sacramento.

In consideration for his service as Executive Chairman, the Board has approved a temporary increase in Mr. Brace’s director compensation to $20,000 per month. In addition, the Board will award Mr. Brace a one-time special equity award in the form of RSUs, to be granted upon the completion of Mr. Brace’s service as Executive Chairman, with an economic value of $50,000 per month of service in such capacity that will vest immediately upon grant.

In connection with his departure from the Company, Mr. Sharma will be entitled to receive the severance and other benefits described in the previously-disclosed Change in Control and Severance Agreement, dated September 25, 2017, between the Company and Mr. Sharma, subject to the conditions contained therein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following Exhibits are filed with this report:

	10.1	Fourth Amendment, dated as of February 8, 2024, to Loan and Security Agreement, dated as of August 5, 2022, among Siena Lending Group LLC (as Lender), Inseego Wireless, Inc., and Inseego North America LLC (as Borrowers), and Inseego Corp. (as Guarantor).
	99.1	Press release dated February 21, 2024.
	104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INSEEGO CORP.
	By: /s/ Steven Gatoff
	Name: Steven Gatoff Title: Chief Financial Officer

Date: February 21, 2024

Exhibit 10.1

Exhibit 99.1

Inseego reports Fourth Quarter and Full Year 2023 Financial Results and announces CEO transition

Q4 2023 revenue of $42.8 million

Q4 2023 Adjusted EBITDA of $4.1 million

Fourth consecutive quarter of positive Adjusted EBITDA with $16.7 million in positive Adjusted EBITDA in 2023

Philip Brace appointed Executive Chairman

SAN DIEGO—February 21, 2024—Inseego Corp. (Nasdaq: INSG) (the “Company”), a technology leader in 5G and 4G mobile and fixed wireless solutions for mobile network operators, Fortune 500 enterprises, SMBs, and consumers, today reported its results for the fourth quarter and year ended December 31, 2023. The Company reported fourth quarter revenue of $42.8 million, GAAP operating loss of $11.1 million, GAAP net loss of $14.3 million, GAAP net loss of $1.28 per share, and Adjusted EBITDA of positive $4.1 million. Unrestricted cash and cash equivalents at December 31, 2023 were $7.5 million.

Inseego also announced that Ashish Sharma has resigned as Chief Executive Officer and President, effective February 23, 2024, to pursue other interests, and that Philip Brace has been appointed to the newly created role of Executive Chairman, effective immediately. Among other responsibilities, as Executive Chairman, Brace will be leading the Board of Directors’ search for a new permanent CEO.

"Inseego is well positioned to capitalize on the growing FWA market and the changes being made today are in support of leading the company to execute on this next phase,” said Philip Brace. "I was excited about the possibilities ahead when I joined the Board six months ago, and I look forward to driving the business forward in this new role as Executive Chairman on an interim basis."

Board Chairman, Jeff Tuder also commented: "We are really pleased that Phil has agreed to take on this expanded role as Executive Chairman over the next few quarters. Phil has been a tremendous addition to our Board since he joined this past September, and we are confident that his deep industry experience and product expertise will be a tremendous asset to Inseego and its leadership team during this important period.” Tuder continued, "On behalf of the entire Board, I would like to thank Ashish for his contributions to Inseego over the past six years and wish him success in his next chapter.”

Q4 and Full Year 2023 Financial Highlights

–

Revenue for Q4 2023 was $42.8 million; full year 2023 revenue was $195.7 million.

–

Adjusted EBITDA for Q4 2023 was $4.1 million; full year 2023 Adjusted EBITDA was $16.7 million.

–

GAAP gross margin for Q4 2023 was 31.5%, which was impacted by non-cash inventory reserves taken during the quarter. Non-GAAP gross margin for Q4 2023 increased year-over-year from 30.3% to 39.7% as the revenue mix continues to shift to higher-margin products.

–

Cash decreased in Q4 2023 due to anticipated changes in working capital.

–

On February 20, 2024 the Company entered into an amendment of its Credit Agreement. The amendment relaxed the financial covenants under the Credit Agreement by decreasing the Minimum Liquidity Covenant from $10 million to $8 million. This will allow the Company to have increased availability to borrow under the Credit Agreement. The amendment was done at no cost to the Company.

–

The Company is now reporting revenues in two revenue categories: Product Revenue (consisting of Mobile solutions and Fixed wireless access (“FWA”) solutions); and Services and Other Revenue - all prior periods have been reclassified to show revenue in these categories.

Q4 2023 Business Highlights

–

Announced the launch of the Inseego Wavemaker 5G indoor router FX3100 for T-Mobile for Business, successfully transitioning from our 1st generation to our 2nd generation 5G FWA, unlocking new business opportunities with increased demand for new features and functionality. 

–

Achieved technical acceptance of 2nd generation 5G outdoor CPE with UScellular, with a planned launch in the second quarter of 2024.

–

Received new awards for MiFi X PRO 5G mobile hotspot, and launched with multiple operators in North America.

“We remain committed to delivering profitability as we invest for growth in FWA,” said Steven Gatoff, Chief Financial Officer of Inseego. “While we’re pleased with delivering revenue and Adjusted EBITDA above guidance, we’re hyper-focused on driving revenue growth as we move into 2024.”

Q1 2024 Guidance

–

Total revenue in the range of $40.0 million to $42.0 million.

–

Adjusted EBITDA in the range of $2.5 million to $3.0 million.

Conference Call Information

Inseego will host a conference call and live webcast today at 5:00 p.m. ET. A Q&A session will be held live directly after the prepared remarks. To access the conference call:

•

Online, visit https://investor.inseego.com/events-presentations

•

Phone-only participants can pre-register by navigating to https://dpregister.com/sreg/10186208/fb845e01a0

•

Those without internet access or unable to pre-register may dial in by calling:

•

In the United States, call 1-844-282-4463

•

International parties can access the call at 1-412-317-5613

An audio replay of the conference call will be available one hour after the call through March 6, 2024. To hear the replay, parties in the United States may call 1-877-344-7529 and enter access code 6171170 followed by the # key. International parties may call 1-412-317-0088. In addition, the Inseego Corp. press release will be accessible from the Company's website before the conference call begins.

About Inseego Corp.

Inseego Corp. (Nasdaq: INSG) is the industry leader in 5G Enterprise cloud WAN solutions, with millions of end customers and thousands of enterprise and SMB customers on its 4G, 5G, and cloud platforms. Inseego’s 5G Edge Cloud combines the industry’s best 5G technology, rich cloud networking features, and intelligent edge applications. Inseego powers new business experiences by connecting distributed sites and workforces, securing enterprise data, and improving business outcomes with intelligent operational visibility---all over a 5G network. For more information on Inseego, visit www.inseego.com #Putting5GtoWork

©2024. Inseego Corp. All rights reserved. The Inseego name and logo are registered trademarks of Inseego Corp. Other company, product, or service names mentioned herein are the trademarks of their respective owners.

Cautionary Note Regarding Forward-Looking Statements

Some of the information presented in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “may,” “estimate,” “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “will” and similar words and phrases indicating future results. The information presented in this news release related to our future business outlook, the future demand for our products, and other statements that are not purely historical facts are forward-looking. These forward-looking statements are based on management’s current expectations, assumptions, estimates, and projections. They are subject to significant risks and uncertainties that could cause results to differ materially from those anticipated in such forward-looking statements. We, therefore, cannot guarantee future results, performance, or achievements. Actual results could differ materially from our expectations.

Factors that could cause actual results to differ materially from the Company’s expectations include: (1) the future demand for wireless broadband access to data and asset management software and services and our ability to accurately forecast; (2) the growth of wireless wide-area networking and asset management software and services; (3) customer and end-user acceptance of the Company’s current product and service offerings and market demand for the Company’s anticipated new product and service offerings; (4) our ability to develop sales channels and to onboard channel partners; (5) dependence on a small number of customers for a significant portion of the Company’s revenues and accounts receivable; (6) increased competition and pricing pressure from participants in the markets in which the Company is engaged; (7) dependence on third-party manufacturers and key component suppliers worldwide; (8) the impact of fluctuations of foreign currency exchange rates; (9) the impact of supply chain challenges on our ability to source components and manufacture our products; (10) unexpected liabilities or expenses; (11) the Company’s ability to introduce new products and services in a timely manner, including the ability to develop and launch 5G products at the speed and functionality required by our customers; (12) litigation, regulatory and IP developments related to our products or components of our products; (13) the Company’s ability to raise additional financing when the Company requires capital for operations or to satisfy corporate obligations; (14) the Company’s plans and expectations relating to acquisitions, divestitures, strategic relationships, international expansion, software and hardware developments, personnel matters, and cost containment initiatives, including restructuring activities and the timing of their implementations; (15) the global semiconductor shortage and any related price increases or supply chain disruptions, (16) the potential impact of COVID-19 or other global public health emergencies on the business, (17) the impact of high rates of inflation and rising interest rates, and (18) the impact of geopolitical instability on our business.

These factors, as well as other factors set forth as risk factors or otherwise described in the reports filed by the Company with the SEC (available at www.sec.gov), could cause results to differ materially from those expressed in the Company’s forward-looking statements. The Company assumes no obligation to update publicly any forward-looking statements, even if new information becomes available or other events occur in the future, except as otherwise required under applicable law and our ongoing reporting obligations under the Securities Exchange Act of 1934, as amended.

Non-GAAP Financial Measures

Inseego Corp. has provided financial information in this press release that has not been prepared in accordance with GAAP. Adjusted EBITDA and non-GAAP operating costs and expenses, for example, exclude preferred stock dividends, share-based compensation expense, amortization of intangible assets purchased through acquisitions, amortization of discount and issuance costs related to our 2025 Notes and revolving credit facility, fair value adjustments on derivative instruments, and other non-recurring expenses. Adjusted EBITDA excludes interest, taxes, depreciation, amortization, impairment of capitalized software, impairment of long-lived assets, certain other non-recurring expenses and foreign exchange gains and losses.

Adjusted EBITDA and non-GAAP operating costs and expenses are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures have limitations as an analytical tool. They are not intended to be used in isolation or as a substitute for operating expenses, net loss, net loss per share or any other performance measure determined in accordance with GAAP. We present these non-GAAP financial measures because we consider them to be an important supplemental performance measure.

We use these non-GAAP financial measures to make operational decisions, evaluate our performance, prepare forecasts and determine compensation. Further, management and investors benefit from referring to these non-GAAP financial measures in assessing our performance when planning, forecasting and analyzing future periods. Share-based compensation expenses are expected to vary depending on the number of new incentive award grants issued to both current and new employees, the number of such grants forfeited by former employees, and changes in our stock price, stock market volatility, expected option term and risk-free interest rates, all of which are difficult to estimate. In calculating non-GAAP financial measures, we exclude certain non-cash and one-time items to facilitate comparability of our operating performance on a period-to-period basis because such expenses are not, in our view, related to our ongoing operational performance. We use this view of our operating performance to compare it with the business plan and individual operating budgets and in the allocation of resources.

We believe that these non-GAAP financial measures are helpful to investors in providing greater transparency to the information used by management in its operational decision-making. The Company believes that using these non-GAAP financial measures also facilitates comparing our underlying operating performance with other companies in our industry, which use similar non-GAAP financial measures to supplement their GAAP results.

In the future, we expect to continue to incur expenses similar to the non-GAAP adjustments described above, and the exclusion of these items in the presentation of our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent, or non-recurring. Investors and potential investors are cautioned that material limitations are associated with using non-GAAP financial measures as an analytical tool. The limitations of relying on non-GAAP financial measures include, but are not limited to, the fact that other companies, including other companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative tool.

Investors and potential investors are encouraged to review the reconciliation of our non-GAAP financial measures in this press release with our GAAP financial results.

Investor Relations Contact:

IR@inseego.com

INSEEGO CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data)

(Unaudited)

	Three Months Ended December 31,						Year Ended December 31,
	2023			2022			2023			2022
Revenues:
Mobile solutions	$	16,029		$	21,469		$	80,498		$	143,524
Fixed wireless access solutions		12,411			16,467			54,900			43,602
Product revenues		28,440			37,936			135,398			187,126
Services and other		14,314			14,980			60,290			58,197
Total revenues		42,754			52,916			195,688			245,323
Cost of revenues:
Product		25,782			33,021			127,157			161,943
Services and other		3,496			4,082			16,077			16,471
Total cost of revenues		29,278			37,103			143,234			178,414
Gross profit		13,476			15,813			52,454			66,909
Operating costs and expenses:
Research and development		5,799			6,698			21,513			38,290
Sales and marketing		4,103			7,550			21,504			32,825
General and administrative		4,991			7,137			20,721			26,208
Depreciation and amortization		5,522			5,623			19,759			24,490
Impairment of capitalized software		4,124			3,014			5,239			3,014
Total operating costs and expenses		24,539			30,022			88,736			124,827
Operating loss		(11,063	)		(14,209	)		(36,282	)		(57,918	)
Other income (expense):
Interest expense, net		(2,170	)		(1,985	)		(9,072	)		(8,606	)
Other income (expense), net		(821	)		1,685			54			(1,910	)
Loss before income taxes		(14,054	)		(14,509	)		(45,300	)		(68,434	)
Income tax provision (benefit)		286			118			885			(465	)
Net loss		(14,340	)		(14,627	)		(46,185	)		(67,969	)
Series E preferred stock dividends and deemed dividends		(773	)		(707	)		(2,991	)		(2,736	)
Net loss attributable to common stockholders	$	(15,113	)	$	(15,334	)	$	(49,176	)	$	(70,705	)
Per share data:
Net loss per common share:
Basic and diluted (*)	$	(1.28	)	$	(1.42	)	$	(4.32	)	$	(6.59	)
Weighted-average shares used in computation of net loss per common share:
Basic and diluted (*)		11,809,306			10,813,619			11,372,069			10,726,933

(*) Adjusted retroactively for reverse stock split that occurred on January 24, 2024

INSEEGO CORP.

CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	7,519		$	7,143
Accounts receivable, net		22,616			25,259
Inventories		22,880			37,976
Prepaid expenses and other		5,211			7,978
Total current assets		58,226			78,356
Property, plant and equipment, net		2,758			5,390
Rental assets, net		5,083			4,816
Intangible assets, net		27,140			41,383
Goodwill		21,922			21,922
Operating lease right-of-use assets		5,412			6,662
Other assets		1,256			1,420
Total assets	$	121,797		$	159,949
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	24,795		$	29,018
Accrued expenses and other current liabilities		27,022			27,945
Revolving credit facility, net		4,094			–
Total current liabilities		55,911			56,963
Long-term liabilities:
2025 Notes, net		159,912			158,427
Revolving credit facility, net		–			7,851
Operating lease liabilities		5,039			5,903
Deferred tax liabilities, net		680			323
Other long-term liabilities		2,360			600
Total liabilities		223,902			230,067
Commitments and contingencies
Stockholders’ deficit:
Preferred stock		–			–
Common stock		12			11
Additional paid-in capital		810,138			793,952
Accumulated other comprehensive loss		(5,327	)		(6,329	)
Accumulated deficit		(906,928	)		(857,752	)
Total stockholders’ deficit		(102,105	)		(70,118	)
Total liabilities and stockholders’ deficit	$	121,797		$	159,949

INSEEGO CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Year Ended December 31,
	2023			2022
Cash flows from operating activities:
Net loss	$	(46,185	)	$	(67,969	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization		22,522			27,206
Fair value adjustment on derivative instrument		–			(926	)
Provision for expected credit losses		446			189
Impairment of capitalized software		5,239			3,014
Provision for excess and obsolete inventory		9,562			2,614
Write-off of capitalized inventory order fees		1,275			–
Impairment of operating lease right-of-use assets		469			–
Share-based compensation expense		7,444			17,875
Amortization of debt discount and debt issuance costs		1,953			2,960
Loss on debt conversion and extinguishment, net		–			450
Deferred income taxes		388			(570	)
Non-cash operating lease expense		1,726			1,268
Changes in assets and liabilities, net of effects of divestiture:
Accounts receivable		1,891			2,441
Inventories		669			(3,065	)
Prepaid expenses and other assets		2,441			5,642
Accounts payable		(1,860	)		(26,313	)
Accrued expenses other liabilities		1,110			3,450
Operating lease liabilities		(1,925	)		(1,555	)
Net cash provided by (used in) operating activities		7,165			(33,289	)
Cash flows from investing activities:
Purchases of property, plant and equipment		(704	)		(1,481	)
Additions to capitalized software development costs and purchases of intangible assets		(9,465	)		(11,838	)
Net cash used in investing activities		(10,169	)		(13,319	)
Cash flows from financing activities:
Net repayment of bank and overdraft facilities		(186	)		(569	)
Net (repayments) borrowings on asset-backed revolving credit facility		(3,757	)		7,851
Payment of debt issuance costs on asset-backed revolving credit facility		–			(1,126	)
Principal payments under finance lease obligations		–			(62	)
Principal payments on financed assets		–			(1,567	)
Proceeds from a public offering, net of issuance costs		6,057			–
Proceeds from stock option exercises and ESPP		97			900
Net cash provided by financing activities		2,211			5,427
Effect of exchange rates on cash		1,169			(1,488	)
Net increase (decrease) in cash, cash equivalents and restricted cash		376			(42,669	)
Cash, cash equivalents and restricted cash, beginning of period		7,143			49,812
Cash and cash equivalents, end of period	$	7,519		$	7,143

INSEEGO CORP.

Reconciliation of GAAP Gross Margin and Operating Costs and Expenses to Non-GAAP Gross Margin and Operating Costs and Expenses

Three Months Ended December 31, 2023

(In thousands)

(Unaudited)

	GAAP		Share-based compensation expense		Impairment of Capitalized Software		Inventory adjustment - E&O and contract manufacturer liability		Purchased intangibles amortization		Non-GAAP
Revenues	$	42,754									$	42,754
Cost of revenues		29,278	$	115	$	–	$	3,369	$	–		25,794
Gross Margin	$	13,476									$	16,960
Gross Margin %		31.5%										39.7%

Total operating costs and expenses	$	24,539	$	1,299	$	4,124	$	–	$	423	$	18,693

See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.

INSEEGO CORP.

Reconciliation of GAAP Gross Margin and Operating Costs and Expenses to Non-GAAP Gross Margin and Operating Costs and Expenses

Twelve Months Ended December 31, 2023

(In thousands)

(Unaudited)

	GAAP		Share-based compensation expense		Impairment of Capitalized Software		Inventory adjustment - E&O and contract manufacturer liability		Write-off of Capitalized Inventory Fees		Purchased intangibles amortization		Non-GAAP
Revenues	$	195,688											$	195,688
Cost of revenues		143,234	$	772	$	–	$	16,340	$	924	$	–		125,198
Gross Margin	$	52,454											$	70,490
Gross Margin %		26.8%												36.0%

Total operating costs and expenses	$	88,736	$	6,673	$	5,239	$	–	$	–	$	1,699	$	75,125

See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.

INSEEGO CORP.

Reconciliation of GAAP Net Loss Attributable to Common Shareholders to Adjusted EBITDA

(In thousands)

(Unaudited)

	Three Months Ended December 31, 2023			Year Ended December 31, 2023
GAAP net loss attributable to common stockholders	$	(15,113	)	$	(49,176	)
Preferred stock dividends		773			2,991
Income tax provision (benefit)		286			885
Interest expense, net		2,170			9,072
Other income (expense), net		821			(54	)
Depreciation and amortization		6,288			22,522
Share-based compensation expense		1,414			7,444
Impairment of capitalized software		4,124			5,239
Impairment of operating lease right-of-use assets		–			469
Inventory adjustments - E&O and contract manufacturer liability		3,369			16,425
Write-off of capitalized inventory order fees		–			924
Adjusted EBITDA	$	4,132		$	16,741

See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.

INSEEGO CORP.

Supplemental Statement of Operations Data for 2023

(In thousands)

(Unaudited)

	Year Ended			Three Months Ended
	December 31, 2023			December 31, 2023			September 30, 2023			June 30, 2023			March 31, 2023
Mobile solutions	$	80,498		$	16,029		$	22,534		$	18,895		$	23,040
Fixed wireless access solutions		54,900			12,411			11,114			19,505			11,870
Product revenues		135,398			28,440			33,648			38,400			34,910
Services and other		60,290			14,314			14,935			15,157			15,884
Total revenues		195,688			42,754			48,583			53,557			50,794
Cost of revenues:
Product		127,157			25,782			42,788			30,620			27,967
Services and other		16,077			3,496			3,900			4,041			4,640
Total cost of revenues		143,234			29,278			46,688			34,661			32,607
Gross profit		52,454			13,476			1,895			18,896			18,187

Gross profit margin (%)
Product		6%			9%			(27	)%		20%			20%
Services and other		73%			76%			74%			73%			71%
Total		27%			32%			4%			35%			36%

Operating costs and expenses:
Research and development		21,513			5,799			5,673			6,266			3,775
Sales and marketing		21,504			4,103			5,148			5,787			6,466
General and administrative		20,721			4,991			4,575			5,431			5,724
Depreciation and amortization		19,759			5,522			4,240			4,688			5,309
Impairment of capitalized software		5,239			4,124			611			–			504
Total operating costs and expenses		88,736			24,539			20,247			22,172			21,778
Operating loss		(36,282	)		(11,063	)		(18,352	)		(3,276	)		(3,591	)
Other income (expense):
Interest expense, net		(9,072	)		(2,170	)		(2,891	)		(2,014	)		(1,997	)
Other income (expense), net		54			(821	)		(578	)		658			795
Loss before income taxes		(45,300	)		(14,054	)		(21,821	)		(4,632	)		(4,793	)
Income tax provision (benefit)		885			286			(16	)		304			311
Net loss		(46,185	)		(14,340	)		(21,805	)		(4,936	)		(5,104	)
Series E preferred stock dividends and deemed dividends		(2,991	)		(773	)		(756	)		(739	)		(723	)
Net loss attributable to common stockholders	$	(49,176	)	$	(15,113	)	$	(22,561	)	$	(5,675	)	$	(5,827	)

INSEEGO CORP.

Supplemental Statement of Operations Data for 2022

(In thousands)

(Unaudited)

	Year Ended			Three Months Ended
	December 31, 2022			December 31, 2022			September 30, 2022			June 30, 2022			March 31, 2022
Mobile solutions	$	143,524		$	21,469		$	40,292		$	37,469		$	44,294
Fixed wireless access solutions		43,602			16,467			14,173			9,935			3,027
Product revenues		187,126			37,936			54,465			47,404			47,321
Services and other		58,197			14,980			14,702			14,452			14,063
Total revenues		245,323			52,916			69,167			61,856			61,384
Cost of revenues:
Product		161,943			33,021			46,777			39,953			42,192
Services and other		16,471			4,082			4,434			4,011			3,944
Total cost of revenues		178,414			37,103			51,211			43,964			46,136
Gross profit		66,909			15,813			17,956			17,892			15,248

Gross profit margin (%)
Product		13%			13%			14%			16%			11%
Services and other		72%			73%			70%			72%			72%
Total		27%			30%			26%			29%			25%

Operating costs and expenses:
Research and development		38,290			6,698			10,211			8,566			12,815
Sales and marketing		32,825			7,550			8,147			7,554			9,574
General and administrative		26,208			7,137			5,210			5,796			8,065
Depreciation and amortization		24,490			5,623			6,297			6,009			6,561
Impairment of capitalized software		3,014			3,014			–			–			–
Total operating costs and expenses		124,827			30,022			29,865			27,925			37,015
Operating loss		(57,918	)		(14,209	)		(11,909	)		(10,033	)		(21,767	)
Other income (expense):
Interest expense, net		(8,606	)		(1,985	)		(2,034	)		(1,664	)		(2,923	)
Other income (expense), net		(1,910	)		1,685			(1,758	)		(982	)		(855	)
Loss before income taxes		(68,434	)		(14,509	)		(15,701	)		(12,679	)		(25,545	)
Income tax provision (benefit)		(465	)		118			42			(303	)		(322	)
Net loss		(67,969	)		(14,627	)		(15,743	)		(12,376	)		(25,223	)
Series E preferred stock dividends and deemed dividends		(2,736	)		(707	)		(691	)		(677	)		(661	)
Net loss attributable to common stockholders	$	(70,705	)	$	(15,334	)	$	(16,434	)	$	(13,053	)	$	(25,884	)

Cover	Feb. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 19, 2024
Entity File Number	001-38358
Entity Registrant Name	INSEEGO CORP.
Entity Central Index Key	0001022652
Entity Tax Identification Number	81-3377646
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9710 Scranton Road
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	San Diego
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92121
City Area Code	858
Local Phone Number	812-3400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	INSG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false