INSEEGO CORP. 10-Q

Item 1. Financial Statements. INSEEGO CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands, except par value and share data) June 30, 2023 December 31, 2022 (Unaudited) ASSETS Current assets: Cash and cash equivalents $ 15,165 $ 7,143 Accounts receivable, net of provision for credit losses of $ 761 and $ 541 , respectively 25,203 25,259 Inventories 30,522 37,976 Prepaid expenses and other 7,581 7,978 Total current assets 78,471 78,356 Property, plant and equipment, net of accumulated depreciation of $ 27,555 and $ 26,049 , respectively 4,091 5,390 Rental assets, net of accumulated depreciation of $ 7,047 and $ 5,484 , respectively 5,222 4,816 Intangible assets, net of accumulated amortization of $ 40,736 and $ 31,629 , respectively 37,302 41,383 Goodwill 21,922 21,922 Right-of-use assets 6,229 6,662 Other assets 451 488 Total assets $ 153,688 $ 159,017 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 34,212 $ 29,018 Accrued expenses and other current liabilities 21,343 27,945 Total current liabilities 55,555 56,963 Long-term liabilities: 2025 Notes, net 159,169 158,427 Revolving credit facility, net 2,554 6,919 Deferred tax liabilities, net 279 323 Other long-term liabilities 6,946 6,503 Total liabilities 224,503 229,135 Commitments and contingencies Stockholders’ deficit: Preferred stock, par value $ 0.001 ; 2,000,000 shares authorized: Series E Preferred stock, par value $ 0.001 ; 39,500 shares designated, 25,000 shares issued and outstanding, liquidation preference of $ 1,000 per share (plus any accrued but unpaid dividends) — — Common stock, par value $ 0.001 ; 150,000,000 shares authorized, 116,870,194 and 108,468,150 shares issued and outstanding, respectively 117 108 Additional paid-in capital 805,177 793,855 Accumulated other comprehensive loss ( 6,855 ) ( 6,329 ) Accumulated deficit ( 869,254 ) ( 857,752 ) Total stockholders’ deficit ( 70,815 ) ( 70,118 ) Total liabilities and stockholders’ deficit $ 153,688 $ 159,017 See accompanying notes to condensed consolidated financial statements. INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except share and per share data) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net revenues: IoT & Mobile Solutions $ 46,383 $ 54,990 $ 90,010 $ 109,495 Enterprise SaaS Solutions 7,174 6,866 14,341 13,745 Total net revenues 53,557 61,856 104,351 123,240 Cost of net revenues: IoT & Mobile Solutions 31,789 40,694 61,451 83,597 Enterprise SaaS Solutions 2,872 3,270 5,817 6,503 Total cost of net revenues 34,661 43,964 67,268 90,100 Gross profit 18,896 17,892 37,083 33,140 Operating costs and expenses: Research and development 10,022 13,619 18,176 32,179 Sales and marketing 5,974 7,721 12,620 17,494 General and administrative 5,752 6,142 11,797 14,380 Amortization of purchased intangible assets 424 443 853 887 Impairment of capitalized software — — 504 — Total operating costs and expenses 22,172 27,925 43,950 64,940 Operating loss ( 3,276 ) ( 10,033 ) ( 6,867 ) ( 31,800 ) Other (expense) income: Loss on debt conversion and extinguishment, net — — — ( 450 ) Interest expense, net ( 2,014 ) ( 1,664 ) ( 4,011 ) ( 4,587 ) Other income (expense), net 658 ( 982 ) 1,453 ( 1,387 ) Total other expense ( 1,356 ) ( 2,646 ) ( 2,558 ) ( 6,424 ) Loss before income taxes ( 4,632 ) ( 12,679 ) ( 9,425 ) ( 38,224 ) Income tax provision (benefit) 304 ( 303 ) 616 ( 625 ) Net loss ( 4,936 ) ( 12,376 ) ( 10,041 ) ( 37,599 ) Series E preferred stock dividends ( 739 ) ( 677 ) ( 1,462 ) ( 1,338 ) Net loss attributable to common stockholders $ ( 5,675 ) $ ( 13,053 ) $ ( 11,503 ) $ ( 38,937 ) Per share data: Net loss per common share: Basic and diluted $ ( 0.05 ) $ ( 0.12 ) $ ( 0.10 ) $ ( 0.37 ) Weighted-average shares used in computation of net loss per common share: Basic and diluted 111,080,287 107,511,660 109,847,937 106,585,684 See accompanying notes to condensed consolidated financial statements. 4 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss $ ( 4,936 ) $ ( 12,376 ) $ ( 10,041 ) $ ( 37,599 ) Foreign currency translation adjustment ( 619 ) 536 ( 525 ) 3,434 Total comprehensive loss $ ( 5,555 ) $ ( 11,840 ) $ ( 10,566 ) $ ( 34,165 ) See accompanying notes to condensed consolidated financial statements. 5 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital Accumulated Deficit 1 Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity (Deficit ) 1 Shares Amount Shares Amount Balance, March 31, 2022 25 $ — 107,389 $ 107 $ 784,267 $ ( 812,931 ) $ ( 5,633 ) $ ( 34,190 ) Net loss — — — — — ( 12,376 ) — ( 12,376 ) Foreign currency translation adjustment — — — — — — 536 536 Adjustment relating to extinguishment of 2022 Notes — — — — — — — — Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 256 1 74 — — 75 Taxes withheld on net settled vesting of restricted stock units — — — — ( 22 ) — — ( 22 ) Share-based compensation — — — — 2,287 — — 2,287 Series E preferred stock dividends — — — — 677 ( 677 ) — — Balance, June 30, 2022 25 $ — 107,645 $ 108 $ 787,283 $ ( 825,984 ) $ ( 5,097 ) $ ( 43,690 ) Balance, March 31, 2023 25 $ — 109,372 $ 109 $ 796,981 $ ( 863,578 ) $ ( 6,236 ) $ ( 72,724 ) Net loss — — — — — ( 4,936 ) — ( 4,936 ) Foreign currency translation adjustment — — — — — — ( 619 ) ( 619 ) Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 320 — ( 1 ) — — ( 1 ) Taxes withheld on net settled vesting of restricted stock units — — — — ( 27 ) — — ( 27 ) Issuance of common shares in connection with a public offering — — 7,178 8 5,521 — — 5,529 Share-based compensation — — — — 1,964 — — 1,964 Series E preferred stock dividends — — — — 739 ( 739 ) — — Balance, June 30, 2023 25 $ — 116,870 $ 117 $ 805,177 $ ( 869,254 ) $ ( 6,855 ) $ ( 70,815 ) 1 Rounding may impact summation of amounts. See accompanying notes to condensed consolidated financial statements. 6 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT (In thousands) (Unaudited) Preferred Stock Common Stock Additional Paid-in Capital 1 Accumulated Deficit 1 Accumulated Other Comprehensive Income (Loss) 1 Total Stockholders’ Equity (Deficit) 1 Shares Amount Shares Amount Balance, December 31, 2021 25 $ — 105,381 $ 105 $ 770,619 $ ( 787,047 ) $ ( 8,531 ) $ ( 24,854 ) Net loss — — — — — ( 37,599 ) — ( 37,599 ) Foreign currency translation adjustment — — — — — — 3,434 3,434 Adjustment relating to extinguishment of 2022 Notes — — — — 1,728 — — 1,728 Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 2,269 3 148 — — 151 Taxes withheld on net settled vesting of restricted stock units — — ( 5 ) — ( 36 ) — — ( 36 ) Share-based compensation — — — — 13,486 — — 13,486 Series E preferred stock dividends — — — — 1,338 ( 1,338 ) — — Balance, June 30, 2022 25 $ — 107,645 $ 108 $ 787,283 $ ( 825,984 ) $ ( 5,097 ) $ ( 43,690 ) Balance, December 31, 2022 25 $ — 108,468 $ 108 $ 793,855 $ ( 857,752 ) $ ( 6,329 ) $ ( 70,118 ) Net loss — — — — — ( 10,041 ) — ( 10,041 ) Foreign currency translation adjustment — — — — — — ( 525 ) ( 525 ) Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan — — 366 — 96 — — 96 Taxes withheld on net settled vesting of restricted stock units — — — — ( 48 ) — — ( 48 ) Issuance of common shares in connection with a public offering — — 8,036 9 6,049 — — 6,058 Share-based compensation — — — — 3,762 — — 3,762 Series E preferred stock dividends — — — — 1,462 ( 1,462 ) — — Balance, June 30, 2023 25 $ — 116,870 $ 117 $ 805,177 $ ( 869,254 ) $ ( 6,855 ) $ ( 70,815 ) 1 Rounding may impact summation of amounts. See accompanying notes to condensed consolidated financial statements. 7 INSEEGO CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Six Months Ended June 30, 2023 2022 Cash flows from operating activities: Net loss $ ( 10,041 ) $ ( 37,599 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization 10,819 13,955 Provision for (recoveries of) credit losses 244 ( 15 ) Impairment of capitalized software 504 — Provision for excess and obsolete inventory 310 896 Share-based compensation expense 3,762 13,486 Amortization of debt discount and debt issuance costs 977 2,022 Fair value adjustment on derivative instrument — ( 902 ) Loss on debt conversion and extinguishment, net — 450 Deferred income taxes 95 ( 96 ) Right-of-use assets ( 255 ) 1,070 Right-of-use asset impairment 469 — Changes in assets and liabilities: Accounts receivable 233 5,239 Inventories 6,172 ( 10,148 ) Prepaid expenses and other assets 470 3,100 Accounts payable 5,106 ( 6,207 ) Accrued expenses, income taxes, and other ( 6,384 ) ( 1,740 ) Operating lease liabilities 198 ( 1,109 ) Net cash provided by (used in) operating activities 12,679 ( 17,598 ) Cash flows from investing activities: Purchases of property, plant and equipment ( 161 ) ( 1,059 ) Additions to capitalized software development costs ( 4,441 ) ( 6,222 ) Net cash used in investing activities ( 4,602 ) ( 7,281 ) Cash flows from financing activities: Net borrowing (repayment) of bank and overdraft facilities 79 ( 139 ) Principal payments under finance lease obligations — ( 62 ) Proceeds from a public offering 6,059 — Principal payments on financed assets ( 360 ) ( 1,231 ) Repayments on revolving credit facility ( 4,598 ) — Proceeds from stock option exercises and employee stock purchase plan, net of taxes paid on vested restricted stock units 47 115 Net cash provided by (used in) financing activities 1,227 ( 1,317 ) Effect of exchange rates on cash ( 1,282 ) 744 Net increase (decrease) in cash, cash equivalents and restricted cash 8,022 ( 25,452 ) Cash, cash equivalents and restricted cash, beginning of period 7,143 49,812 Cash, cash equivalents and restricted cash, end of period $ 15,165 $ 24,360 Supplemental disclosures of cash flow information: Cash paid during the year for: Interest $ 2,864 $ 2,631 Income taxes $ 152 $ 26 Supplemental disclosures of non-cash activities: Transfer of inventories to rental assets $ 665 $ 134 Capital expenditures financed through accounts payable or accrued liabilities $ 4,312 $ 3,228 Right-of-use assets obtained in exchange for operating leases liabilities $ 833 $ 158 See accompanying notes to condensed consolidated financial statements. 8 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) 1. Basis of Presentation The unaudited condensed consolidated financial statements contained herein have been prepared by Inseego Corp. (the “Company”) pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, the condensed consolidated financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of interim periods and may not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”). The information as of June 30, 2023, and for the six months ended June 30, 2023, and June 30, 2022, is unaudited, whereas the condensed consolidated balance sheet as of December 31, 2022, is derived from the Company’s audited consolidated financial statements as of that date. These condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s latest shareholders’ annual report (“Form 10-K”). The accounting policies used in preparing these condensed consolidated financial statements are the same as those described in the Form 10-K. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year as a whole. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Segment Information The Company has one reportable segment. The Chief Executive Officer, who is also the Chief Operating Decision Maker, does not manage any part of the Company separately, and the allocation of resources and assessment of performance are based solely on the Company’s consolidated operations and financial results. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and the disclosure of contingent liabilities. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, capitalized software costs, allowance for credit losses, provision for excess and obsolete inventory, valuation of tangible and intangible long-lived assets, valuation of goodwill, valuation of derivatives, accruals relating to litigation, income taxes and share-based compensation expense. Risks and Uncertainties We may be affected by various macroeconomic factors and the current and future conditions in the global financial markets. The global credit and financial markets have recently experienced extreme volatility and disruptions, including severely diminished liquidity and credit availability, declines in consumer confidence, declines in economic growth, rising interest rates, inflation, increases in unemployment rates and uncertainty about economic stability. The inflationary pressures impacting the global supply chain could potentially increase the cost of net revenues in the current and future years. The ongoing inflation challenges could adversely impact future revenues, gross margins and financial results. In addition, the COVID-19 pandemic continues to impact worldwide economic activity. A pandemic, including COVID-19 or other public health epidemic, poses the risk that the Company or its employees, manufacturers, suppliers and other partners may be prevented from conducting business activities for an indefinite period of time, including due to spread of the disease within these groups or due to shutdowns that may be requested or mandated by governmental authorities. The COVID-19 pandemic and mitigation measures have also had an adverse impact on global economic conditions which could have an adverse effect on the Company’s business and financial condition. The extent to which the COVID-19 pandemic, or any other outbreak of an epidemic disease, impacts the Company’s results will depend on future developments that are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of the virus and the actions to contain its impact. Furthermore, a global semiconductor supply shortage continues to have wide-ranging impacts across the technology industry. While the shortage has not materially impacted the Company’s operations and financial results, it may negatively 9 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) impact the Company’s customers and the supply of materials needed for testing and production timeline. The Company’s suppliers, contract manufacturers, and customers are all taking actions to reduce the impact of the semiconductor shortage; however, if the shortage persists, the impact on operations and financial results could be material. The inflationary pressures impacting the global supply chain could potentially increase our future cost of net revenues. The ongoing inflation challenges could adversely impact our future revenues, gross margins and financial results. Liquidity As of June 30, 2023, the Company had available cash and cash equivalents totaling $ 15.2 million and $ 14.2 million of excess availability under its secured asset-backed revolving credit facility. See Note 4, Debt , for more information on this credit facility. The Company has a history of operating and net losses and overall usage of cash from operating and investing activities. The Company’s management believes that its cash and cash equivalents on-hand, together with anticipated cash flows from operations, availability under its secured asset-backed revolving credit facility, and anticipated savings from ongoing cost reduction efforts, will be sufficient to meet its cash flow needs for the next twelve months from the filing date of this report. To the extent that additional liquidity may be needed, the Company may issue up to $ 3.5 million (balance as of June 30, 2023; $ 9.5 million as of December 31, 2022) in equivalent shares of the Company’s common stock available, pursuant to a shelf-registration statement filed with the SEC on May 7, 2020 and amended from time to time. The Company’s ability to attain more profitable operations and continue to generate positive cash flow is dependent upon achieving a level and mix of revenues adequate to support its evolving cost structure. If events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures as a result of ongoing litigation, the Company may be required to raise capital, reduce planned research and development activities, incur additional restructuring charges or reduce other operating expenses and capital expenditures, which could have an adverse impact on the Company’s ability to achieve its intended business objectives. The Company’s liquidity could also be impaired by significant interruptions in its business operations, such as those described above under the heading Risks and Uncertainties , or, a material failure to satisfy its contractual commitments or a failure to generate revenues from new or existing products. In addition, there can be no assurance that any required or desired restructuring or financing will be available on terms favorable to the Company, or at all. Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. The Company’s cash and cash equivalents are generally held with large financial institutions worldwide to reduce the amount of exposure to credit risk. Cash and cash equivalents are recorded at market value, which approximates cost. Gains and losses associated with the Company’s foreign currency denominated demand deposits are recorded as a component of other income, net, in the condensed consolidated statements of operations. There are no cash equivalents as of December 31, 2022 and as of June 30, 2023. Restricted cash held in escrow as of December 31, 2021 was released during the third quarter of 2022 and we no longer have any restricted cash on our balance sheet as of June 30, 2023. Restricted cash as of June 30, 2022 was $ 3.3 million. Recently Adopted Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40)-Accounting For Convertible Instruments and Contracts in an Entity's Own Equity . The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP. Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted net income per share calculation in certain areas. The guidance is effective for annual and interim periods beginning after December 15, 2021. The Company adopted the ASU in the first quarter of 2022 and there was no impact to the condensed consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) . The ASU addresses issuer’s accounting for certain modifications or exchanges of freestanding equity-classified written call options. The ASU is effective for annual and interim periods beginning after December 15, 2021. 10 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The Company adopted the ASU in the first quarter of 2022 and there was no impact to the condensed consolidated financial statements. In September 2022, the FASB issued ASU No. 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50) . The ASU requires disclosure of the key terms of outstanding supplier finance programs and a rollforward of the related obligations. The ASU does not affect the recognition, measurement or financial statement presentation of supplier finance program obligations. The ASU is effective for annual and interim periods beginning after December 15, 2022, except for the rollforward requirement, which is effective for annual periods beginning after December 15, 2023. The Company adopted the ASU in the first quarter of 2023, and there was no impact to the consolidated financial statements. 2. Financial Statement Details Inventories Inventories consist of the following (in thousands): June 30, 2023 December 31, 2022 Finished goods $ 19,893 $ 31,153 Raw materials and components 10,629 6,823 Total inventories $ 30,522 $ 37,976 Prepaid expenses and other Prepaid expenses and other consists of the following (in thousands): June 30, 2023 1 December 31, 2022 Rebate receivables $ 1,789 $ 2,038 Receivables from contract manufacturers 2,374 3,561 Software licenses 1,244 772 Deposits 713 829 Financed assets 889 — Other 573 778 Total prepaid expenses and other $ 7,581 $ 7,978 1 Rounding may impact summation of amounts. 11 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Accrued expenses and other current liabilities Accrued expenses and other current liabilities consist of the following (in thousands): June 30, 2023 December 31, 2022 Royalties $ 928 $ 992 Payroll and related expenses 4,788 8,873 Warranty obligations 480 480 Professional fees 549 738 Accrued interest 1,060 1,112 Deferred revenue 4,478 5,060 Customer advances — 2,828 Operating lease liabilities 2,006 1,759 Accrued contract manufacturing liabilities 690 1,416 Value added tax payables 485 449 Other 5,879 4,238 Total accrued expenses and other current liabilities $ 21,343 $ 27,945 3. Fair Value Measurement of Assets and Liabilities Fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. Each fair value measurement is classified into one of the following levels based on the information used in the valuation: Level 1: Observable inputs such as quoted prices in active markets. Level 2: Inputs, other than quoted prices in active markets, that are observable either directly or indirectly. Level 3: The fair market value for level 3 securities may be highly sensitive to the use of unobservable inputs and subjective assumptions. Generally, changes in significant unobservable inputs may result in significantly lower or higher fair value measurements. The Company’s financial instruments measured at fair value were $0 and less than $0.1 million as of June 30, 2023 and December 31, 2022 respectively. The fair value of the interest make-whole payment derivative liability was determined using a Monte Carlo model using the following key assumptions: June 30, 2023 December 31, 2022 Volatility 60 % 50 % Stock price $ 0.64 per share $ 0.84 per share Credit spread 39.11 % 56.52 % Term 1.84 years 2.34 years Dividend yield — % — % Risk-free rate 4.96 % 4.35 % There was no material change in the fair value of the interest make-whole liability for both the three and six months ended June 30, 2023. For the three and six months ended June 30, 2022, the Company recorded a $ 0.3 million and $ 0.9 million gain, respectively, as a result of the change in the fair value of the interest make-whole liability. 12 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The Company reviews the fair value hierarchy classification of its financial instruments measured at fair value each reporting period. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There have been no transfers of assets or liabilities between fair value measurement classifications during the six months ended June 30, 2023 or 2022. Other Financial Instruments The carrying values of the Company’s other financial assets and liabilities approximate their fair values because of their short-term nature, with the exception of the 3.25% convertible senior notes due 2025 (the “2025 Notes”, see “Note 4, Debt” ). The 2025 Notes are carried at amortized cost, adjusted for changes in the fair value of the embedded derivative. 4. Debt 2025 Notes On May 12, 2020, the Company completed its registered public offering of $ 100.0 million aggregate principal amount of 2025 Notes and issued $ 80.4 million principal amount of 2025 Notes in the privately negotiated exchange agreements that closed concurrently with the registered offering in May 2020. During the year ended 2021, certain holders of the 2025 Notes converted an aggregate of approximately $ 5.0 million in principal amount of the 2025 Notes into 428,669 shares of the Company’s common stock, including 32,221 shares of common stock issued in satisfaction of the interest make-whole payment. The 2025 Notes are senior unsecured obligations of the Company and bear interest at an annual rate of 3.25 %, payable semi-annually in arrears on May 1 and November 1 of each year. As of June 30, 2023 and December 31, 2022, $ 161.9 million in principal amount of the 2025 Notes were outstanding, $ 80.4 million of which were held by related parties. As of both June 30, 2023 and December 31, 2022, accrued interest due of $ 0.9 million, was included within accrued expenses and other current liabilities on the condensed consolidated balance sheets. Assuming no repurchases or conversions of the 2025 Notes prior to May 1, 2025, the entire principal balance of $ 161.9 million is due on May 1, 2025. The 2025 Notes consist of the following (in thousands): June 30, 2023 December 31, 2022 Principal $ 161,898 $ 161,898 Add: fair value of embedded derivative $ — $ — Less: unamortized debt discount $ ( 1,520 ) $ ( 1,933 ) Less: unamortized issuance costs $ ( 1,209 ) $ ( 1,538 ) Net carrying amount $ 159,169 $ 158,427 The effective interest rate on the liability component of the 2025 Notes was 4.23 % and 4.18 % for the three months ended June 30, 2023 and 2022, respectively, and 4.25 % and 4.20 % for the six months ended June 30, 2023 and 2022 , respectively. 13 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The following table sets forth total interest expense recog nized related to the 2025 Notes (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Contractual interest expense $ 1,315 $ 1,315 $ 2,631 $ 2,631 Amortization of debt discount $ 207 $ 207 $ 414 $ 414 Amortization of debt issuance costs $ 165 $ 165 $ 329 $ 330 Total interest expense $ 1,687 $ 1,687 $ 3,374 $ 3,375 Asset-backed Revolving Credit Facility On August 5, 2022, the Company entered into a Loan and Security Agreement (the “Credit Agreement”), by and among Siena Lending Group LLC, as lender (“Lender”), Inseego Wireless, Inc., a Delaware corporation (“Inseego Wireless”), and Inseego North America LLC, an Oregon limited liability company, as borrowers (together with Inseego Wireless, the “Borrowers”), and the Company, as guarantor (together with the Borrowers, the “Loan Parties”). The Credit Agreement establishes a secured asset-backed revolving credit facility which is comprised of a maximum $ 50 million revolving credit facility (“Credit Facility”), with a minimum draw of $ 4.5 million upon execution of the Credit Agreement. The Credit Facility matures on December 31, 2024. Availability under the Credit Facility is determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers. Outstanding amounts exceeding the borrowing base must be repaid immediately. The Borrowers’ obligations under the Credit Agreement are guaranteed by the Company. The Loan Parties’ obligations under the Credit Agreement are secured by a continuing security interest in all property of each Loan Party, subject to certain Excluded Collateral (as defined in the Credit Agreement). Borrowings under the Credit Facility may take the form of base rate (“Base Rate”) loans or Secured Overnight Financing Rate (“SOFR”) loans. SOFR loans will bear interest at a rate per annum equal to Term SOFR (as defined in the Credit Agreement as the Term SOFR Reference Rate for a term of one month on the day) plus the Applicable Margin (as defined in the Credit Agreement), with a Term SOFR floor of 1 %. Base Rate loans will bear interest at a rate per annum equal to the Applicable Margin plus the greatest of (a) the per annum rate of interest which is identified as the “Prime Rate” and normally published in the Money Rates section of The Wall Street Journal, (b) the sum of the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5 % and (c) 3.50 % per annum. The Applicable Margin varies depending on the average outstanding amount for a preceding month. If the average outstanding amount for a preceding month is less than $ 15 million, the Applicable Margin will be 2.50 % for Base Rate loans and 3.50 % for SOFR loans. If the average outstanding amount for a preceding month is between $ 15 million and $ 25 million, the Applicable Margin will be 3.00 % for Base Rate loans and 4.00 % for SOFR loans. If the average outstanding amount for a preceding month is greater than $ 25 million, the Applicable Margin will be 4.5 % for Base Rate loans and 5.50 % for SOFR loans. The Credit Agreement contains a financial covenant whereby the Loan Parties shall not permit the consolidated Liquidity (as defined in the Credit Agreement) to be less than $ 10 million at any time. The Credit Agreement also contains certain customary covenants, which include, but are not limited to, restrictions on indebtedness, liens, fundamental changes, restricted payments, asset sales, and investments, and places limits on various other payments. The Company determined that the term “Eligible Accounts”, as defined in the Credit Agreement would have excluded certain balances used in the determination of eligible collateral upon which the Company’s borrowing base is calculated and that exclusion would have resulted in a violation of the Liquidity Covenant as of December 31, 2022. Accordingly, to clarify this matter and others, the Loan Parties agreed to amend the Credit Agreement, (the “Amended Credit Agreement”) to modify and clarify the definitions of “Eligible Accounts”, “Permitted Indebtedness” and also “Eligible Inventory”. The Amendment was entered into on February 25, 2023 with an effective date of December 15, 2022. The Company was in compliance with the financial covenants of the Amended Credit Agreement as of June 30, 2023 . Upon execution of the Credit Agreement, the Company paid $ 1.1 million of debt issuance costs, which will be amortized to interest expense throughout the term of the agreement. As of June 30, 2023, the Company had outstanding borrowings of $ 3.3 million, a gross borrowing base of $ 17.5 million and excess availability of $ 14.2 million. The Company’s policy is to classify outstanding borrowings as long-term so long as such borrowings are not expected to exceed the borrowing base over the 12 months subsequent to the balance sheet date, in which case, any excess borrowings would be classified as short-term. 14 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The following tables set forth the principal amount outstanding and interest expense for the periods (in thousands): June 30, 2023 December 31, 2022 Principal $ 3,253 $ 7,851 Less: unamortized issuance costs $ ( 699 ) $ ( 932 ) Net carrying amount $ 2,554 $ 6,919 The effective interest rate of the Credit Facility was 28.5 %, which includes 14.5 % related to amortization of original issuance costs, for the six months ended June 30, 2023. The following table sets forth total interest expense recognized related to the Credit Facility (in thousands): Six Months Ended June 30, 2023 Contractual interest expense $ 223 Amortization of debt issuance costs $ 233 Total interest expense $ 456 On May 2, 2023, (1) two related parties (the “Participants”) collectively purchased a $ 4.0 million last-out subordinated participation interest in the Credit Agreement (the “Participation Interest”) from the Lender, and (2) the Borrowers entered into an amendment to the Credit Agreement which increased the borrowing base under the Credit Facility by $ 4.0 million, increased the minimum draw to $ 8.5 million, and modified certain covenants. In connection with the purchase of the Participation Interest, we agreed to pay the Participants an aggregate exit fee ranging from 7.5 % to 12.5 % of the amount of the Participation Interest, payable upon the earlier to occur of (a) the maturity date of the Credit Facility, (b) termination of the Lender’s commitment to make revolving loans prior to the scheduled maturity date of the Credit Facility, and (c) the early redemption of the Participation Interest, as applicable. Further, the purchase of the Participation Interest granted an option for the Participants to purchase the subject revolving loan or to redeem its Participation Interest under certain circumstances. The Participants are each affiliates of beneficial holders of greater than five percent of our outstanding common stock. 5. Share-based Compensation During the six months ended June 30, 2023 and 2022 , the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2018 Plan, a maximum of 7,474,326 shares of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of restricted stock units (“RSUs”) or other awards, including awards with alternative vesting schedules such as performance-based criteria. The following table presents total share-based compensation expense within each functional line item on the condensed consolidated statements of operations for the three and six months end ed June 30, 2023 and 2022 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 1 2022 2023 1 2022 Cost of revenues $ 223 $ 259 406 $ 1,674 Research and development 445 428 693 4,498 Sales and marketing 390 554 719 2,597 General and administrative 907 1,046 1,945 4,717 Total $ 1,964 $ 2,287 $ 3,762 $ 13,486 1 Rounding may impact summation of amounts. 15 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Stock Options The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options. For performance stock awards subject to market-based vesting conditions, fair values are determined using the Monte-Carlo simulation model. Stock options generally have a term of ten years and vest over a three - to four-year period. The following table summarizes the Company’s stock option activ ity for the six months ended June 30, 2023 : Outstanding — December 31, 2022 8,132,959 Granted 128,250 Canceled ( 886,833 ) Outstanding — June 30, 2023 7,374,376 Exercisable — June 30, 2023 5,518,502 At June 30, 2023, total unrecognized compensatio n expense related to stock options was $ 5.5 million , which is expected to be recognized over a weighted-average per iod of 2.42 years. Restricted Stock Units Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 Plan for stock incentive awards. The Company measures compensation cost associated with grants of RSUs at fair value, which is generally the closing price of the Company’s stock on the date of grant. RSUs generally vest over a three - to four-year period. On April 28, 2023, the Company granted a total of approximately 2.2 million RSUs to certain employees to encourage retention and incentivize future performance (“Retention Awards”). All of the Retention Awards fully vest on November 1, 2023. The following table summarizes the Company’s RSU activity (including above retention RSUs) for the six months ended June 30, 2023 : Non-vested — December 31, 2022 1,178,370 Granted 2,235,890 Vested ( 105,015 ) Forfeited ( 120,109 ) Non-vested — June 30, 2023 3,189,136 At June 30, 2023, total unrecognized compensation expense related to RSUs was $ 3.6 million , which is expected to be recognized over a weighted-average period of 0.82 years . 6. Earnings Per Share Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock using the treasury stock method. Potentially dilutive securities (consisting primarily of the 2025 Notes calculated using the if-converted method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when the applicable exercise price is greater than the market price on the period end date as their effect would be anti-dilutive. 16 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net loss attributable to common stockholders $ ( 5,675 ) $ ( 13,053 ) $ ( 11,503 ) $ ( 38,937 ) Weighted-average common shares outstanding 111,080,287 107,511,660 109,847,937 106,585,684 Basic and diluted net loss per share $ ( 0.05 ) $ ( 0.12 ) $ ( 0.10 ) $ ( 0.37 ) The following is a summary of outstanding anti-dilutive potential shares of common stock that have been excluded from diluted net loss per share attributable to common stockholders because their inclusion would have been anti-dilutive: Three Months Ended June 30, Six Months Ended June 30, (in thousands) 2023 1 2022 2023 1 2022 2025 Notes 14,090 14,341 14,090 14,341 Non-qualified stock options 7,404 8,693 7,581 8,521 Restricted stock units 2,574 1,443 1,894 1,433 Employee stock purchase plan 3,190 355 3,190 355 Total 27,259 24,832 26,756 24,650 1 Rounding may impact summation of amounts. 7. Public Offering In January 2021, the Company entered into an Equity Distribution Agreement with Canaccord Genuity LLC (the “Agent”), pursuant to which the Company may offer and sell, from time to time, through or to the Agent, up to $ 40.0 million of shares of its common sto ck (the “ATM Offering”). In January 2021, the Company sold 1,516,073 shares of common stock, at an average price of $ 20.11 per share, for net proceeds of $ 29.4 million, after deducting underwriter fees and discounts, and other offering fees, pursuant to the ATM Offering. There were no ATM transactions in 2022. In March 2023, the Company’s Board of Directors approved the issuance of up to the remaining $ 9.5 million worth of shares under this ATM Offering. For the quarter ended March 31, 2023 the Company sold 858,098 shares of common stock, at an average price of $ 0.62 per share, for net proceeds of $ 0.5 million, after deducting underwriter fees and discounts. During the six months ended June 30, 2023 the Company sold 8,035,959 shares of common stock, at an average price of $ 0.75 per share, for net proceeds of $ 5.9 million, after deducting underwriter fees and discounts. As of March 31, 2023 and June 30, 2023, there were approximately $ 9 million and $ 3.5 million, respectively, of shares remaining available for sale under this ATM Offering. 8. Geographic Information and Concentrations of Risk Geographic Information The following table details the Company’s net revenues by geographic region based on shipping destination (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 United States and Canada $ 46,072 $ 52,826 $ 89,277 $ 105,468 Europe $ 5,956 $ 7,602 $ 11,942 $ 13,222 Australia (a) $ 1,450 $ 148 $ 3,048 $ 398 Other $ 79 $ 1,280 $ 84 $ 4,152 Total $ 53,557 $ 61,856 $ 104,351 $ 123,240 (a) Prior period was reclassified to conform to current period presentation. Concentrations of Credit Risk For the three months ended June 30, 2023, two customers accounted for 25.9 % and 33.2 % of net revenues, respectively. For the three months ended June 30, 2022, two customers accounted for 31.4 % and 40.9 %, respectively, of net revenues. 17 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) For the six months ended June 30, 2023, two customers accounted for 28.4 % and 30 % of net revenues, respectively. For the six months ended June 30, 2022, two customers accounted for 34.3 % and 40.4 %, respectively, of net revenues. As of June 30, 2023, three customers accounted for 39.5 %, 22.2 % and 12 % of accounts receivable, net, respectively. As of December 31, 2022, two customers accounted for 37.4 % and 21.9 % of accounts receivable, net, respectively. 9. Commitments and Contingencies Noncancellable Purchase Obligations The Company typically enters into commitments with its contract manufacturers that require future purchases of goods or services in the three to four quarters following the balance sheet date. Such commitments are noncancellable (“noncancellable purchase obligations”). As of June 30, 2023, future payments under these noncancellable purchase obligations were approximately $ 49.7 million. Legal The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company is regularly required to directly or indirectly participate in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters the Company currently believes that liabilities arising from, or sums paid in settlement of these existing matters, if any, would not have a material adverse effect on its consolidated results of operations or financial condition. Indemnification In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe third-party patents or other intellectual property rights. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition. 10. Leases The components of the right-of-use assets and lease liabilities were as follows (in thousands): Balance Sheet Classification June 30, 2023 December 31, 2022 Operating right-of-use assets, net Right-of-use assets $ 6,229 $ 6,662 Current operating lease liabilities Accrued expenses and other current liabilities $ 2,006 $ 1,759 Non-current operating lease liabilities Other long-term liabilities 5,498 5,903 Total operating lease liabilities $ 7,504 $ 7,662 Weighted-average remaining lease term (in years) 4.5 4.1 Weighted-average discount rate 9.0 % 9.0 % The components of lease cost were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating lease costs included in operating costs and expenses $ 582 $ 590 $ 1,174 $ 1,200 Supplemental cash flow information related to leases was as follows (in thousands): 18 INSEEGO CORP. Notes to Condensed Consolidated Financial Statements (Unaudited) Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Operating cash flows related to operating leases $ 607 $ 617 $ 1,231 $ 1,239 Operating right-of-use assets obtained in exchange for lease liabilities $ 783 $ 79 $ 833 $ 158 Future minimum payments under operating leases were as follows as of June 30, 2023 (in thousands): 2023 (remainder) $ 1,159 2024 2,252 2025 1,885 2026 1,841 2027 1,258 2028 147 Thereafter 717 Total minimum operating lease payments $ 9,259 Less: amounts representing interest ( 1,755 ) Present value of net minimum operating lease payments 7,504 Less: current portion ( 2,006 ) Long-term portion of operating lease obligations $ 5,498 Sublease of operating lease The Company subleased one of its leased properties in San Diego effective June 2023 for total sublease rental payments of $ 1.2 million over 4.25 years, without a change to nor relief from current obligations under the original lease agreement which the Company continued accounting as an operating lease. Sublease income earned on a straight-line basis amounted to less than $ 0.1 million for the three and six months ended June 30, 2023 and is included under other income (expense) in the condensed consolidated statements of operations. Further, the associated lease cost for the term of the sublease, which is equal to the remaining term of the original lease, exceeded the anticipated sublease income for the same period. The Company treated this as an indicator that the carrying amount of the right-of-use asset associated with the original lease may not be recoverable. As a result, the Company tested the related right-of-use asset for recoverability and determined that the carrying amount of the lease was not recoverable as it exceeded its fair value. Accordingly, an impairment loss of approximately $ 0.5 million was determined as the difference between the $ 1.5 million carrying value of the right-of-use asset and the $ 1.0 million fair value. The fair value of the right-of-use asset for the original lease was determined based on the net present value of the total future cash flows from the related sublease agreement as of June 2, 2023 (sublease commencement date), using a 9 % marketable discount rate that considers the amount and term of the sublease. 11. Income Taxes The Company’s income tax provision was $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2023, respectively, compared to a tax benefit of $ 0.3 million and $ 0.6 million for the three and six months ended June 30, 2022, respectively. Income taxes for both periods consisted primarily of foreign income taxes at certain of the Company’s international entities and minimum state taxes for its U.S.-based entities. The Company’s income tax expense differs from the expected expense based on statutory rates primarily due to full valuation allowances at all of its U.S.-based entities and several of its foreign subsidiaries. The income tax provisions for the three and six months ended June 30, 2023 and tax benefits for the three and six months ended June 30, 2022 were largely driven by the Company’s foreign subsidiaries which had unrealized foreign currency gains and improved profitability during the three and six months ended June 30, 2023 compared to significant unrealized foreign currency losses during the three and six months ended June 30, 2022. 19