INSEEGO CORP. 10-Q

Item 1. Financial Statements. INSEEGO CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par value and share data) June 30, 2022 December 31, 2021 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 21,090 $ 46,474 Restricted cash 3,270 3,338 Accounts receivable, net of allowance for doubtful accounts of $ 343 and $ 408 , respectively 22,491 26,781 Inventories 46,977 37,402 Prepaid expenses and other 10,424 13,624 Total current assets 104,252 127,619 Property, plant and equipment, net of accumulated depreciation of $ 24,124 and $ 26,692 , respectively 6,930 8,102 Rental assets, net of accumulated depreciation of $ 6,476 and $ 5,392 , respectively 4,613 4,575 Intangible assets, net of accumulated amortization of $ 58,807 and $ 48,404 , respectively 46,008 46,995 Goodwill 21,922 20,336 Right-of-use assets, net 6,985 7,839 Other assets 566 377 Total assets $ 191,276 $ 215,843 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 45,640 $ 48,577 Accrued expenses and other current liabilities 24,298 26,253 Total current liabilities 69,938 74,830 Long-term liabilities: 2025 Notes, net 157,708 157,866 Deferred tax liabilities, net 864 852 Other long-term liabilities 6,456 7,149 Total liabilities 234,966 240,697 Commitments and contingencies Stockholders’ deficit: Preferred stock, par value $ 0.001 ; 2,000,000 shares authorized: Series E Preferred stock, par value $ 0.001 ; 39,500 shares designated, 25,000 shares issued and outstanding, liquidation preference of $ 1,000 per share (plus any accrued but unpaid dividends) — — Common stock, par value $ 0.001 ; 150,000,000 shares authorized, 107,645,213 and 105,380,533 shares issued and outstanding, respectively 108 105 Additional paid-in capital 787,283 770,619 Accumulated other comprehensive loss ( 5,097 ) ( 8,531 ) Accumulated deficit ( 825,984 ) ( 787,047 ) Total stockholders’ deficit ( 43,690 ) ( 24,854 ) Total liabilities and stockholders’ deficit $ 191,276 $ 215,843 See accompanying notes to unaudited condensed consolidated financial statements. 3 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net revenues: IoT & Mobile Solutions $ 54,990 $ 51,836 $ 109,495 $ 94,795 Enterprise SaaS Solutions 6,866 13,857 13,745 28,495 Total net revenues 61,856 65,693 123,240 123,290 Cost of net revenues: IoT & Mobile Solutions 40,694 39,740 83,597 73,178 Enterprise SaaS Solutions 3,270 5,604 6,503 11,288 Total cost of net revenues 43,964 45,344 90,100 84,466 Gross profit 17,892 20,349 33,140 38,824 Operating costs and expenses: Research and development 13,619 11,773 32,179 26,328 Sales and marketing 7,721 9,821 17,494 20,825 General and administrative 6,142 7,414 14,380 16,058 Amortization of purchased intangible assets 443 664 887 1,130 Impairment of capitalized software — 1,197 — 1,197 Total operating costs and expenses 27,925 30,869 64,940 65,538 Operating loss ( 10,033 ) ( 10,520 ) ( 31,800 ) ( 26,714 ) Loss on debt conversion and extinguishment, net — — ( 450 ) ( 432 ) Interest expense, net ( 1,664 ) ( 1,678 ) ( 4,587 ) ( 3,523 ) Other (expense) income, net ( 982 ) ( 617 ) ( 1,387 ) 1,117 Loss before income taxes ( 12,679 ) ( 12,815 ) ( 38,224 ) ( 29,552 ) Income tax (benefit) provision ( 303 ) 228 ( 625 ) 449 Net loss ( 12,376 ) ( 13,043 ) ( 37,599 ) ( 30,001 ) Less: Net income attributable to noncontrolling interests — — — ( 214 ) Net loss attributable to Inseego Corp. ( 12,376 ) ( 13,043 ) ( 37,599 ) ( 30,215 ) Series E preferred stock dividends ( 677 ) ( 886 ) ( 1,338 ) ( 1,753 ) Net loss attributable to common stockholders $ ( 13,053 ) $ ( 13,929 ) $ ( 38,937 ) $ ( 31,968 ) Per share data: Net loss per common share: Basic and diluted $ ( 0.12 ) $ ( 0.14 ) $ ( 0.37 ) $ ( 0.31 ) Weighted-average shares used in computation of net loss per common share: Basic and diluted 107,511,660 102,935,213 106,585,684 102,157,146 See accompanying notes to unaudited condensed consolidated financial statements. 4 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss $ ( 12,376 ) $ ( 13,043 ) $ ( 37,599 ) $ ( 30,001 ) Foreign currency translation adjustment 536 2,425 3,434 693 Total comprehensive loss $ ( 11,840 ) $ ( 10,618 ) $ ( 34,165 ) $ ( 29,308 ) Comprehensive income attributable to noncontrolling interests — — — ( 214 ) Comprehensive loss attributable to Inseego Corp. $ ( 11,840 ) $ ( 10,618 ) $ ( 34,165 ) $ ( 29,522 ) See accompanying notes to unaudited condensed consolidated financial statements. 5 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Stockholders’ Equity (Deficit) Shares Amount Shares Amount Balance, March 31, 2021 35 $ — 102,773 $ 103 $ 757,352 $ ( 750,221 ) ( 8,704 ) $ 7 $ ( 1,463 ) Net loss — — — — — ( 13,043 ) — — ( 13,043 ) Foreign currency translation adjustment — — — — — — 2,425 — 2,425 Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 336 — 1,282 — — — 1,282 Taxes withheld on net settled vesting of restricted stock units — — — — ( 356 ) — — — ( 356 ) Issuance of common shares in connection with a public offering, net of issuance costs — — — — ( 59 ) — — — ( 59 ) Share-based compensation — — — — 2,307 — — — 2,307 Net noncontrolling interest acquired — — — — — — — 1 1 Series E preferred stock dividends — — — — 886 ( 886 ) — — — Balance, June 30, 2021 35 $ — 103,109 $ 103 $ 761,412 $ ( 764,150 ) $ ( 6,279 ) $ 8 $ ( 8,906 ) Balance, March 31, 2022 25 $ — 107,389 $ 107 $ 784,267 $ ( 812,931 ) $ ( 5,633 ) $ — $ ( 34,190 ) Net loss — — — — — $ ( 12,376 ) — — ( 12,376 ) Foreign currency translation adjustment — — — — — $ — 536 — 536 Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 256 1 74 $ — — — 75 Taxes withheld on net settled vesting of restricted stock units — — — — ( 22 ) $ — — — ( 22 ) Share-based compensation — — — — 2,287 $ — — — 2,287 Series E preferred stock dividends — — — — 677 ( 677 ) — — — Balance, June 30, 2022 25 $ — 107,645 $ 108 $ 787,283 $ ( 825,984 ) $ ( 5,097 ) $ — $ ( 43,690 ) 6 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Noncontrolling Interests Total Stockholders’ Deficit Shares Amount Shares Amount Balance, December 31, 2020 35 $ — 99,399 $ 99 $ 711,487 $ ( 732,422 ) $ ( 6,972 ) $ ( 91 ) $ ( 27,899 ) Net loss — — — — — ( 30,215 ) — 214 ( 30,001 ) Foreign currency translation adjustment — — — — — — 693 — 693 Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 1,765 2 2,842 — — — 2,844 Taxes withheld on net settled vesting of restricted stock units — — — — ( 825 ) — — — ( 825 ) Issuance of common shares in connection with the conversion of 2025 Notes — — 429 1 5,382 — — — 5,383 Issuance of common shares in connection with a public offering, net of issuance costs — — 1,516 1 29,368 — — — 29,369 Share-based compensation — — — — 11,405 — — — 11,405 Series E preferred stock dividends — — — — 1,753 ( 1,753 ) — — — Net noncontrolling interest acquired — — — — — 240 — ( 115 ) 125 Balance, June 30, 2021 35 — 103,109 $ 103 $ 761,412 $ ( 764,150 ) $ ( 6,279 ) $ 8 $ ( 8,906 ) Balance, December 31, 2021 25 $ — 105,381 $ 105 $ 770,619 $ ( 787,047 ) $ ( 8,531 ) $ — $ ( 24,854 ) Net loss — — — — — ( 37,599 ) — — ( 37,599 ) Foreign currency translation adjustment — — — — — — 3,434 — 3,434 Adjustment relating to extinguishment of 2022 Notes 1,728 — — — 1,728 Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 2,269 3 148 — — — 151 Taxes withheld on net settled vesting of restricted stock units — — ( 5 ) — ( 36 ) — — — ( 36 ) Share-based compensation — — — — 13,486 — — — 13,486 Series E preferred stock dividends — — — — 1,338 ( 1,338 ) — — — Balance, June 30, 2022 25 $ — 107,645 $ 108 $ 787,283 $ ( 825,984 ) $ ( 5,097 ) $ — $ ( 43,690 ) 7 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2022 2021 Cash flows from operating activities: Net loss $ ( 37,599 ) $ ( 30,001 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 13,955 13,051 (Recoveries) provision for bad debts ( 15 ) 266 Impairment of capitalized software — 1,197 Provision for excess and obsolete inventory 896 496 Share-based compensation expense 13,486 11,405 Amortization of debt discount and debt issuance costs 2,022 746 Fair value adjustment on derivative instrument ( 902 ) ( 1,823 ) Loss on debt conversion and extinguishment, net 450 432 Deferred income taxes ( 96 ) 38 Right-of-use assets 1,070 883 Other — ( 330 ) Changes in assets and liabilities, net of effects of divestiture: Accounts receivable 5,239 6,483 Inventories ( 10,148 ) ( 834 ) Prepaid expenses and other assets 3,100 1,158 Accounts payable ( 6,207 ) ( 16,015 ) Accrued expenses, income taxes, and other ( 1,740 ) 2,180 Operating lease liabilities ( 1,109 ) ( 1,362 ) Net cash used in operating activities ( 17,598 ) ( 12,030 ) Cash flows from investing activities: Acquisition of noncontrolling interest — ( 116 ) Purchases of property, plant and equipment ( 1,059 ) ( 2,455 ) Proceeds from the sale of property, plant and equipment — 506 Additions to capitalized software development costs ( 6,222 ) ( 15,369 ) Net cash used in investing activities ( 7,281 ) ( 17,434 ) Cash flows from financing activities: Net borrowing of bank and overdraft facilities ( 139 ) 295 Principal payments under finance lease obligations ( 62 ) ( 2,173 ) Proceeds from a public offering, net of issuance costs — 29,369 Principal payments on financed assets ( 1,231 ) — Proceeds from stock option exercises and employee stock purchase plan, net of taxes paid on vested restricted stock units 115 2,020 Net cash (used in) provided by financing activities ( 1,317 ) 29,511 Effect of exchange rates on cash 744 321 Net (decrease) increase in cash, cash equivalents and restricted cash ( 25,452 ) 368 Cash, cash equivalents and restricted cash, beginning of period 49,812 40,015 Cash, cash equivalents and restricted cash, end of period $ 24,360 $ 40,383 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 2,631 $ 2,782 Income taxes $ 26 $ 252 Supplemental disclosures of non-cash activities: Transfer of inventories to rental assets $ 134 $ 3,403 Capital expenditures financed through accounts payable or accrued liabilities $ 3,228 $ 3,641 Right-of-use assets obtained in exchange for operating leases liabilities $ 158 $ 148 2025 Notes conversion, including shares issued in satisfaction of interest make-whole payment $ — $ 5,383 See accompanying notes to unaudited condensed consolidated financial statements. 8 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. 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, 2022 and the results of the Company’s operations for the three and six months ended June 30, 2022 and 2021 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, 2021. The year-end condensed consolidated balance sheet data as of December 31, 2021 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 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, 2021. 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 In December 2019, the novel coronavirus (“COVID-19”) was reported to have surfaced in Wuhan, China, resulting in shutdowns of manufacturing and commerce globally in the months that followed. Since then, the COVID-19 pandemic has spread worldwide, and has resulted in authorities implementing numerous measures to try to contain the disease or slow its spread, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. The extent of the impact of the COVID-19 pandemic on the Company’s 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 the spread of the disease, all of which are uncertain and cannot be predicted. In addition, a global semiconductor supply shortage is having wide-ranging effects across the technology industry. This semiconductor shortage has not materially impacted the Company but may impact the Company’s customers, and may negatively impact the supply of materials needed for our testing and production timeline. Our suppliers, contract manufacturers, and our customers are all taking actions to reduce the impact of the semiconductor shortage; however, if the shortage persists, the impact on our business could be material. Liquidity As of June 30, 2022, the Company had available cash and cash equivalents totaling $ 21.1 million, excluding restricted cash of $ 3.3 million. On August 5, 2022, Inseego Corp. (“Inseego” or the “Company”) entered into a Loan and Security Agreement (the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), and Inseego North America LLC, an Oregon limited liability company, as borrowers (“Inseego North America” and, together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Loan Parties”). The Credit Agreement establishes a secured asset-backed revolving credit facility which is comprised of a $ 50 million revolving credit facility (the “Credit Facility”), with a minimum draw of $ 4.5 million upon execution of the Credit Agreement. The Credit Facility matures on December 31, 2024. Availability under the Credit Facility is determined by a Borrowing Base (as defined in the Credit Agreement) comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers. The Borrowers’ obligations under the Credit Agreement are guaranteed by the Company. The Loan Parties’ obligations under the Credit Agreement are secured by a continuing security interest in all property of each Loan Party, subject to certain Excluded Collateral (as defined in the Credit Agreement). Borrowings under the Credit Facility may take the form of base rate loans or Secured Overnight Financing Rate (“SOFR”) loans. SOFR loans will bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus an adjustment based on the outstanding amount for a preceding month. If the outstanding amount for a preceding month is less than $15 million, the interest rate on the Credit Agreement is Term SOFR (as defined in the Credit Agreement) plus 3.50 %, with a Term SOFR floor of 1.00 %. If the outstanding amount for a preceding month is greater than $ 15 million, the interest rate is calculated by Term SOFR plus 4.00 %, with a Term SOFR floor of 1.00 %. If the outstanding amount for a preceding month is greater than $ 25 million, the interest rate is calculated by Term SOFR plus 5.50 %, with a Term SOFR floor of 1.00 %. The Credit Agreement is also subject to closing costs and financial covenants. 9 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) On July 30, 2021, the Company completed the sale of its Ctrack business operations in Africa, Pakistan and the Middle East (together “Ctrack South Africa”). Initial cash proceeds of approximately $ 36.6 million were received. Net cash proceeds received were $ 31.5 million, net of cash divested of $ 5.0 million. Final cash proceeds were subject to certain post-closing working capital adjustments which totaled $ 2.6 million, out of which $ 2.2 million was received on October 29, 2021, and the remaining $ 0.4 million was offset with the Company’s existing accounts payable balance to an affiliate of Convergence Partners (“Convergence”), an investment management firm in South Africa. On January 25, 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, up to $ 40.0 million of shares of its common stock (the “ATM Offering”). In January 2021, the Company sold 1,516,073 shares of common stock, at an average price of $ 20.11 per share, for net proceeds of $ 29.4 million, after deducting underwriter fees and discounts of $ 0.9 million, and other offering fees, pursuant to the ATM Offering. 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 from 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. Additionally, the Company is uncertain of the full extent to which the COVID-19 pandemic will impact the Company’s business, operations and financial results. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Segment Information 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. Estimates are assessed each period and updated to reflect current information, such as the economic considerations related to the impact that the COVID-19 pandemic could have on our significant accounting estimates. Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, valuation of intangible and long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense. Cash, Cash Equivalents and Restricted Cash Cash and cash equivalents include highly liquid investments with original maturities of three months or less. The Company’s cash and cash equivalents are generally held with large financial institutions worldwide to reduce the amount of exposure to any credit risk. Restricted cash consists of Company funds in escrow with a financial institution as collateral for potential future uninsured warranty claims related to the divestiture of Ctrack South Africa. Cash, cash equivalents and restricted cash are recorded at market value, which approximates cost. Gains and losses associated with the Company’s foreign currency denominated demand deposits are recorded as a component of other income, net, in the consolidated statements of operations. The following table provides a reconciliation of cash, cash equivalents and restricted cash as reported within the consolidated balance sheets to “Cash, cash equivalents, and restricted cash, end of period” as reported within the consolidated 10 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) statements of cash flows (in thousands): June 30, 2022 December 31, 2021 Cash and cash equivalents $ 21,090 $ 46,474 Restricted cash 3,270 3,338 Cash, cash equivalents and restricted cash, end of period $ 24,360 $ 49,812 Recently Adopted Accounting Pronouncements 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. The Company adopted this standard in the first quarter of fiscal 2022 and it did not have an impact to the condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . The new ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. This amendment is effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted this standard in the first quarter of fiscal 2022 and it did not have an impact to the condensed consolidated financial statements. Recent Accounting Pronouncements Not Yet Adopted Other than the above mentioned recently adopted accounting pronouncements, there have been no recent accounting pronouncements, changes in accounting pronouncements or recent accounting pronouncements not yet adopted during the six months ended June 30, 2022 that are of significance or potential significance to the Company’s financial position, results of operations and cash flows. 2. Financial Statement Details Inventories Inventories, net, consist of the following (in thousands): June 30, 2022 December 31, 2021 Finished goods $ 38,978 $ 33,112 Raw materials and components 7,999 4,290 Total inventories $ 46,977 $ 37,402 11 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Prepaid expenses and other Prepaid expenses and other consists of the following (in thousands): June 30, 2022 December 31, 2021 Rebate receivables $ 3,569 $ 6,398 Receivables from contract manufacturers 1,671 2,626 Software licenses 1,777 1,261 Insurance 368 1,269 Deposits 1,006 1,023 Financed assets 655 323 Other 1,378 724 $ 10,424 $ 13,624 Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following (in thousands): June 30, 2022 December 31, 2021 Royalties $ 1,762 $ 2,243 Payroll and related expenses 9,092 9,326 Warranty obligations 480 473 Professional fees 548 502 Bank overdrafts 231 370 Accrued interest 877 877 Contract liabilities 5,042 3,832 Operating lease liabilities 1,580 1,769 Accrued contract manufacturing liabilities 999 927 Liabilities related to financed assets 272 1,593 Value added tax payables 394 642 Other 3,021 3,699 Total accrued expenses and other current liabilities $ 24,298 $ 26,253 3. 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. 12 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 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, 2022 or 2021. 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, 2022 and December 31, 2021 (in thousands): June 30, 2022 December 31, 2021 Total Fair Value Level 3 Level 1 Total Fair Value Level 3 Level 1 Assets Cash equivalents Money market funds $ — $ — $ — $ 126 $ — $ 126 Total assets $ — $ — $ — $ 126 $ — $ 126 Liabilities 2025 Notes Interest make-whole payment $ 24 $ 24 $ — $ 926 $ 926 $ — Total liabilities $ 24 $ 24 $ — $ 926 $ 926 $ — The fair value of the interest make-whole payment derivative liability was determined using a Monte Carlo model with the following key assumptions: June 30, 2022 December 31, 2021 Volatility 50 % 50 % Stock price $ 1.89 per share $ 5.83 per share Credit spread 22.00 % 15.93 % Term 2.84 years 3.34 years Dividend yield — % — % Risk-free rate 2.98 % 1.02 % The following table sets forth a summary of changes in the fair value of Level 3 li abilities for the six months ended June 30, 2022 (in thousands): Balance as of December 31, 2021 Additions Conversions Change in fair value Balance as of June 30, 2022 Liabilities: Interest make-whole payment $ 926 $ — $ — $ ( 902 ) $ 24 13 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The Company evaluated the 2025 Notes under ASC 815, Derivatives and Hedging , and identified an embedded derivative that required bifurcation. The embedded derivative is an interest make-whole payment. The estimated fair values of the interest make-whole derivative liability at June 30, 2022 and December 31, 2021 were determined using significant assumptions which include an implied credit spread rate for notes with a similar term, the expected volatility and dividend yield of the Company’s common stock and the risk-free interest rate. Changes in the fair value of the interest make-whole payment totaling a gain of $ 0.9 million for the six months ended June 30, 2022 are included in the Company’s condensed consolidated statement of operations within other income (expense), net. As of June 30, 2022, the embedded derivative had a fair value of $ 0.02 million. 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 2025 Notes. On May 12, 2020, the Company issued $ 180.4 million in aggregate principal amount 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. As of June 30, 2022, $ 161.9 million in principal amount of the 2025 Notes remain outstanding. 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. 4. Debt Asset-backed Revolving Line of Credit On August 5, 2022, the Company entered into the Credit Agreement with Siena Lending Group LLC. The Credit Agreement establishes a secured asset-backed revolving credit facility which is comprised of a $ 50 million revolving Credit Facility, with a minimum draw of $ 4.5 million upon execution of the Credit Agreement. The Credit Facility matures on December 31, 2024. Availability under the Credit Facility is determined by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers. The Borrowers’ obligations under the Credit Agreement are guaranteed by the Company. The Loan Parties’ obligations under the Credit Agreement are secured by a continuing security interest in all property of each Loan Party, subject to certain Excluded Collateral (as defined in the Credit Agreement). Borrowings under the Credit Facility may take the form of base rate loans or SOFR loans. SOFR loans will bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement) plus an adjustment based on the outstanding amount for a preceding month. If the outstanding amount for a preceding month is less than $15 million, the interest rate on the Credit Agreement is Term SOFR plus 3.50 % per annum, with a Term SOFR floor of 1.00 %. If the outstanding amount for a preceding month is greater than $ 15 million, the interest rate is calculated by Term SOFR Rate plus 4.00 %, with a Term SOFR floor of 1.00 %. If the outstanding amount for a preceding month is greater than $ 25 million, the interest rate is calculated by Term SOFR Rate plus 5.50 %, with a Term SOFR floor of 1.00 %. The Credit Agreement is also subject to closing costs and financial covenants. 2025 Notes On May 12, 2020, the Company completed its registered public offering of $ 100.0 million aggregate principal amount of 2025 Notes and issued $ 80.4 million principal amount of 2025 Notes in the privately negotiated exchange agreements that closed concurrently with the registered offering in May 2020. During the six months ended June 30, 2021, certain holders of the 2025 Notes converted an aggregate of approximately $ 5.0 million in principal amount of the 2025 Notes into 428,669 shares of the Company’s common stock, including 32,221 shares of common stock issued in satisfaction of the interest make-whole payment. In connection therewith, the Company recorded a loss of $ 0.4 million on debt conversion, net in the condensed consolidated statement of operations. 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. 14 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 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 condensed consolidated statement of operations in other income, net. 15 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) As of June 30, 2022, $ 161.9 million in principal amount of the 2025 Notes were outstanding, $ 80.4 million of which were held by related parties, and $ 0.4 million of accrued interest due to related parties was included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. As of December 31, 2021, $ 161.9 million in principal amount of the 2025 Notes were outstanding, $ 80.4 million of which were held by related parties, and $ 0.4 million of accrued interest due to related parties was included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. Assuming no repurchases or conversions of the 2025 Notes prior to May 1, 2025, the entire principal balance of $ 161.9 million of the 2025 Notes is due on May 1, 2025. The 2025 Notes consist of the following (in thousands): June 30, 2022 December 31, 2021 Principal $ 161,898 $ 161,898 Add: fair value of embedded derivative 24 926 Less: unamortized debt discount ( 2,346 ) ( 2,761 ) Less: unamortized issuance costs ( 1,868 ) ( 2,197 ) Net carrying amount $ 157,708 $ 157,866 The effective interest rate on the liability component of the 2025 Notes was 4.18 % and 4.17 % for the three months ended June 30, 2022 and 2021, respectively, and 4.20 % and 4.16 % for the six months ended June 30, 2022 and 2021, respectively. The following table sets forth total interest expense recog nized related to the 2025 Notes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Contractual interest expense $ 1,315 $ 1,315 $ 2,631 $ 2,584 Amortization of debt discount 207 207 414 415 Amortization of debt issuance costs 165 165 330 330 Total interest expense $ 1,687 $ 1,687 $ 3,375 $ 3,329 5. Share-based Compensation During the six months ended June 30, 2022, the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, a maximum of 8,897,084 shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units (“RSUs”) or other awards, including awards with alternative vesting schedules such as performance-based criteria. For the three and six months end ed June 30, 2022 and 2021 the following table presents total share-based compensation expense in each functional line item on the unaudited condensed consolidated statements of operations (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cost of revenues $ 259 $ 234 $ 1,674 $ 1,812 Research and development 428 534 4,498 3,762 Sales and marketing 554 559 2,597 2,547 General and administrative 1,046 980 4,717 3,284 Total $ 2,287 $ 2,307 $ 13,486 $ 11,405 16 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) During the quarter ended March 31, 2022, the Board of Directors of the Company approved and the Company granted restricted stock units to eligible employees under the 2018 Plan that were immediately vested, as fiscal 2021 annual bonus payments. The total charges recorded during the quarter ended March 31, 2022 were $ 8.8 million . Such bonus payments in fiscal 2021 were paid and recorded in the quarter ended March 31, 2021 and total charges related to such bonus payments were $ 7.0 million. Stock Options The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For performance stock awards subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model. Stock options generally have a term of ten years and vest over a three - to four-year period. The following table summarizes the Company’s stock option activ ity for the six months ended June 30, 2022 : Outstanding — December 31, 2021 8,085,793 Granted 1,422,500 Exercised ( 212,791 ) Canceled ( 657,005 ) Outstanding — June 30, 2022 8,638,497 Exercisable — June 30, 2022 5,229,193 At June 30, 2022, total unrecognized compensatio n expense related to stock options was $ 10.1 million, which is expected to be recognized over a weighted-average period of 2.92 years. Restricted Stock Units Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over a three - to four-year period. The following table summarizes the Company’s RSU activity for the six months ended June 30, 2022 : Non-vested — December 31, 2021 1,247,723 Granted 2,203,100 Vested ( 1,911,264 ) Forfeited ( 130,633 ) Non-vested — June 30, 2022 1,408,926 At June 30, 2022, total unrecognized compensation expense related to RSUs was $ 5.2 million, which is expected to be recognized over a weighted-average period of 3.15 years. 6. Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method. Potentially dilutive securities (consisting primarily of the 2025 Notes calculated using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when the applicable exercise price is greater than the market price on the period end date as their effect would be anti-dilutive. 17 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Net loss attributable to common stockholders $ ( 13,053 ) $ ( 13,929 ) $ ( 38,937 ) $ ( 31,968 ) Weighted-average common shares outstanding 107,511,660 102,935,213 106,585,684 102,157,146 Basic and diluted net loss per share $ ( 0.12 ) $ ( 0.14 ) $ ( 0.37 ) $ ( 0.31 ) The following is a summary of outstanding anti-dilutive potential common stock that was excluded from diluted net loss per share attributable to stockholders in the following periods: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2022 2021 2022 2021 2025 Notes 14,341 14,341 14,341 14,341 Warrants 2,500 2,500 2,500 2,500 Non-qualified stock options 8,693 8,571 8,521 8,571 Restricted stock units 1,443 420 1,433 420 Employee stock purchase plan 355 20 355 20 Total 27,332 25,852 27,150 25,852 7. Private Placements and Public Offering Common Stock On March 28, 2019, the Company issued warrants to purchase 2,500,000 shares of common stock (the “2019 Warrants”) to certain 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, and became exercisable on September 28, 2019. The Company assessed the terms of the warrants under ASC 815. Pursuant to this guidance, the Company had determined that the warrants do not require liability accounting and has classified the warrants as equity. As of June 30, 2022, the warrants expired unexercised. On January 25, 2021, the Company entered into an Equity Distribution Agreement with the Agent, pursuant to which the Company may offer and sell, from time to time, through or to the Agent, up to $ 40.0 million of shares of its common stock. In January 2021, the Company sold 1,516,073 shares of common stock, at an average price of $ 20.11 per share, for net proceeds of $ 29.4 million, after deducting underwriter fees and discounts, and other offering fees, pursuant to the ATM Offering. 8. Geographic Information and Concentrations of Risk Geographic Information The following table details the Company’s net revenues by geographic region based on shipping destination (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 United States and Canada $ 52,826 $ 51,473 $ 105,468 $ 94,209 Europe 7,602 2,035 13,222 5,534 South Africa — 7,790 — 14,898 Other 1,428 4,395 4,550 8,649 Total $ 61,856 $ 65,693 $ 123,240 123240000 $ 123,290 18 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Concentrations of Credit Risk For the three months ended June 30, 2022, two customers accounted for 31.4 % and 40.9 % of net revenues, respectively. For the three months ende d June 30, 2021, two customers accounted for 46.7 % and 21.3 %, respectively, of net revenues. For the six months ended June 30, 2022, two customers accounted for 34.3 % and 40.4 % of net revenues, respectively. For the six months ende d June 30, 2021, two customers accounted for 46.4 % and 18.7 %, respectively, of net revenues. As of June 30, 2022, two customers accoun ted for 25.4 % and 30.9 % of accounts receivable, net, respectively. As of December 31, 2021, two customers accounted for 61.7 % and 12.6 % of accounts receivable, net, respectively. 9. Commitments and Contingencies Noncancellable Purchase Obligations The Company typically enters into commitments with its contract manufacturers that require future purchase of goods or services in the three to four quarters following the balance sheet date. Such commitments are noncancellable (“noncancellable purchase obligations”). As of June 30, 2022, future payments under these noncancellable purchase obligations were approximately $ 145.1 million . As of December 31, 2021, future payments under these noncancellable purchase obligations were approximately $ 165.8 million. Legal The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business and may be required to indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. 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 condensed consolidated results of operations or financial condition. 10. 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 Leases (“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 19 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 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. The components of the right-of-use assets and lease liabilities were as follows (in thousands): Balance Sheet Classification June 30, 2022 December 31, 2021 Right-of-use assets, net Right-of-use assets, net $ 6,985 $ 7,839 Current operating lease liabilities Accrued expenses and other current liabilities $ 1,580 $ 1,769 Non-current operating lease liabilities Other long-term liabilities 6,231 7,112 Total operating lease liabilities $ 7,811 $ 8,881 Weighted-average remaining lease term (in years) 4.7 5.0 Weighted-average discount rate 9.1 % 9.1 % The components of lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Operating lease costs included in operating costs and expenses: Operating leases $ 590 $ 290 $ 1,200 $ 800 Supplemental cash flow information related to leases was as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2022 2021 2022 2021 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows related to operating leases 617 $ 744 $ 1,239 $ 1,279 Right-of-use assets obtained in exchange for lease liabilities: Operating leases 79 $ 108 $ 158 $ 148 The future minimum payments under operating leases were as follows as of June 30, 2022 (in thousands): 2022 (remainder) $ 1,205 2023 2,018 2024 1,896 2025 1,685 2026 1,686 2027 1,125 Thereafter — Total minimum operating lease payments $ 9,615 Less: amounts representing interest ( 1,804 ) Present value of net minimum operating lease payments 7,811 Less: current portion ( 1,580 ) Long-term portion of operating lease obligations $ 6,231 20 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Lessor 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 . 11. Income Taxes The Company’s income tax (benefit) provision was $( 0.3 ) million and $ 0.2 million for the three months ended June 30, 2022 and 2021, respectively. The Company’s incom e tax (benefit) provision was $( 0.6 ) million and $ 0.4 million for the six months ended June 30, 2022 and 2021, respectively. The income tax (benefit) provision consisted primarily of foreign income taxes at certain of the Company’s international entities and minimum state taxes for its U.S.-based entities. The Company’s income tax expense is different than the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities and several of its foreign subsidiaries. The tax benefit in 2022 and the tax expense in 2021 were largely driven by foreign currency losses, and gains, respectively, at the Company’s foreign subsidiaries. On March 11, 2021, Congress passed, and the President signed into law, the American Rescue Plan Act, 2021 (the “ARP”), which includes certain business tax provisions. The Company does not expect the ARP to have a material impact on the Company’s effective tax rate or income tax expense for the year ending December 31, 2022. On October 28, 2021, the House Rules Committee, under the Biden Administration released new proposed tax legislation under the “Build Back Better Act” (“BBBA”) which contains potential reversals and revisions of key provisions of the 2017 Tax Cuts and Jobs Act. The BBBA, which was passed by the U.S. House of Representatives in November 2021, is proposed legislation that has not yet been enacted into law. Additionally, in late March 2022, the Biden administration proposed a 28% corporate income tax rate. The Company does not believe this will have a material impact on its effective tax rate, though it continues to monitor the Biden Administration’s proposals. 21