0001022652-17-000020 | 10-K | XBRL Viewer

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Document and Entity Information - USD ($) $ in Millions	12 Months Ended
Document and Entity Information - USD ($) $ in Millions	Dec. 31, 2016	Mar. 23, 2017	Jun. 30, 2016
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	FY
Trading Symbol	INSG
Entity Registrant Name	INSEEGO CORP.
Entity Central Index Key	0001022652
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		55,955,067
Entity Public Float			$ 63.4

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 9,894	$ 12,570
Accounts receivable, net of allowance for doubtful accounts of $1,660 and $601, respectively	22,203	35,263
Short-term investments	0	1,267
Inventories, net	31,142	55,837
Prepaid expenses and other	5,208	6,039
Total current assets	68,447	110,976
Property, plant and equipment, net	8,392	8,812
Rental assets, net	7,003	6,155
Intangible assets, net	40,283	43,089
Goodwill	34,428	29,520
Other assets	163	201
Total assets	158,716	198,753
Current liabilities:
Accounts payable	31,242	35,286
Accrued expenses and other current liabilities	27,897	25,613
DigiCore bank facilities	3,238	3,313
Total current liabilities	62,377	64,212
Long-term liabilities:
Convertible senior notes, net	90,908	82,461
Revolving credit facility	0	0
Deferred tax liabilities, net	4,439	3,475
Other long-term liabilities	18,719	18,142
Total liabilities	176,443	168,290
Commitments and Contingencies
Stockholders’ equity (deficit):
Preferred stock, par value $0.001; 2,000,000 shares authorized and none outstanding	0	0
Common stock, par value $0.001; 150,000,000 shares authorized, 54,372,080 and 53,165,024 shares issued and outstanding, respectively	54	53
Additional paid-in capital	507,616	502,337
Accumulated other comprehensive loss	(1,409)	(8,507)
Accumulated deficit	(524,024)	(463,451)
Total stockholders’ equity (deficit) attributable to Inseego Corp.	(17,763)	30,432
Noncontrolling interests	36	31
Total stockholders’ equity (deficit)	(17,727)	30,463
Total liabilities and stockholders’ equity (deficit)	$ 158,716	$ 198,753

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 1,660	$ 601
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	54,372,080	53,165,024
Common stock, shares outstanding	54,372,080	53,165,024

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Hardware	$ 187,375	$ 203,281	$ 183,976
SaaS, software and services	56,180	17,661	1,269
Total net revenues	243,555	220,942	185,245
Hardware	136,936	153,815	148,141
SaaS, software and services	18,751	8,174	57
Impairment of abandoned product line	11,540	0	0
Total cost of net revenues	167,227	161,989	148,198
Gross profit	76,328	58,953	37,047
Operating costs and expenses:
Research and development	30,655	35,446	34,314
Sales and marketing	29,782	20,899	13,792
General and administrative	52,387	34,452	15,402
Amortization of purchased intangible assets	3,927	2,126	562
Impairment of purchased intangible assets	2,594	0	0
Shareholder litigation loss	0	0	790
Restructuring charges, net of recoveries	1,987	3,821	7,760
Total operating costs and expenses	121,332	96,744	72,620
Operating loss	(45,004)	(37,791)	(35,573)
Other income (expense):
Change in fair value of warrant liability	0	0	(3,280)
Non-cash change in acquisition-related escrow	0	(8,286)	0
Interest expense, net	(15,597)	(7,164)	(85)
Other income (expense), net	414	1,128	(167)
Loss before income taxes	(60,187)	(52,113)	(39,105)
Income tax provision	381	181	124
Net loss	(60,568)	(52,294)	(39,229)
Less: Net loss (income) attributable to noncontrolling interests	(5)	8	0
Net loss attributable to Inseego Corp.	(60,573)	(52,286)	(39,229)
Recognition of beneficial conversion feature	0	0	(445)
Net loss attributable to common shareholders	$ (60,573)	$ (52,286)	$ (39,674)
Net loss per share attributable to common shareholders:
Basic and diluted	$ (1.12)	$ (0.99)	$ (1.05)
Weighted-average common shares outstanding:
Basic and diluted	53,911,270	52,767,230	37,958,846

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Statement of Comprehensive Income [Abstract]
Net loss	$ (60,568)	$ (52,294)	$ (39,229)
Foreign currency translation adjustment	7,098	(8,507)	0
Unrealized loss on marketable securities, net of tax	0	0	(5)
Total comprehensive loss	$ (53,470)	$ (60,801)	$ (39,234)

Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interests
Beginning Balance at Dec. 31, 2013	$ 44,916	$ 34	$ 441,368	$ (25,000)	$ (371,491)	$ 5	$ 0
Beginning Balance, shares at Dec. 31, 2013		34,097
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(39,229)				(39,229)
Other comprehensive loss	(5)					(5)
Exercise of stock options, vesting of restricted stock units and stock issued under ESPP (in shares)		689
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan	248	$ 2	246
Taxes withheld on net settled vesting of restricted stock units	(1,067)		(1,067)
Issuance of common stock in connection with litigation settlement (in shares)		2,407
Issuance of common stock in connection with litigation settlement	5,000	$ 2	4,998
Issuance of common stock (in shares)		7,363
Issuance of common stock	7,936	$ 7	7,929
Issuance of common stock in connection with the conversion of convertible securities (in shares)		872
Issuance of common stock in connection with the conversion of convertible securities	940	$ 1	939
Beneficial conversion feature of convertible Series C preferred stock	0		445		(445)
Reclassification of warrant liability	8,219		8,219
Share-based compensation (in shares)		314
Share-based compensation	3,588		3,588
Ending Balance at Dec. 31, 2014	30,546	$ 46	466,665	$ (25,000)	(411,165)	0	0
Ending Balance, shares at Dec. 31, 2014		45,742
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(52,294)				(52,286)		(8)
Other comprehensive loss	(8,507)					(8,507)
Noncontrolling interest acquired in Ctrack acquisition	39						39
Exercise of stock options, vesting of restricted stock units and stock issued under ESPP (in shares)		1,257
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan	1,764	$ 1	1,763
Taxes withheld on net settled vesting of restricted stock units	(757)		(757)
Issuance of common stock (in shares)		2,158
Issuance of common stock	5,750	$ 2	5,748
Issuance of common stock in connection with the conversion of convertible securities (in shares)		3,825
Issuance of common stock in connection with the conversion of convertible securities	8,644	$ 4	8,640
Share-based compensation (in shares)		183
Share-based compensation	6,350		6,350
Discount on convertible senior notes	38,305		38,305
Fair value of DigiCore replacement options granted	$ 623		$ 623
Retirement of treasury stock	0		(25,000)	25,000
Ending Balance at Dec. 31, 2015	$ 30,463	$ 53	$ 502,337	$ 0	(463,451)	(8,507)	31
Ending Balance, shares at Dec. 31, 2015		53,165
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(60,568)				(60,573)		5
Other comprehensive loss	7,098					7,098
Exercise of stock options, vesting of restricted stock units and stock issued under ESPP (in shares)		1,207
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan	943	$ 1	942
Taxes withheld on net settled vesting of restricted stock units	(251)		(251)
Share-based compensation (in shares)		0
Share-based compensation	4,588		4,588
Ending Balance at Dec. 31, 2016	$ (17,727)	$ 54	$ 507,616	$ 0	$ (524,024)	$ (1,409)	$ 36
Ending Balance, shares at Dec. 31, 2016		54,372

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Statement of Cash Flows [Abstract]
Net loss	$ (60,568)	$ (52,294)	$ (39,229)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	14,053	8,323	7,408
Amortization of acquisition-related inventory step-up	1,829	4,097	0
Impairment of purchased intangible assets	2,594	0	0
Provision for bad debts, net of recoveries	1,136	422	86
Loss on impairment of abandoned product line	11,540	0	0
Provision for excess and obsolete inventory	3,257	1,043	3,382
Share-based compensation expense	4,588	6,350	3,588
Amortization of debt discount and debt issuance costs	8,447	4,692	0
Gain on divestiture and sale of other assets, net of loss on disposal of assets	(4,742)	(50)	0
Change in fair value of warrant liability	0	0	3,280
Non-cash change in acquisition-related escrow	0	8,286	0
Deferred income taxes	196	106	87
Non-cash equity earn-out compensation expense	7,913	0	0
Reversal of market development fund accrual	(2,109)	0	0
Unrealized foreign currency transaction loss (gain), net	3,513	(1,298)	0
Other	270	225	0
Changes in assets and liabilities, net of effects from acquisitions and divestiture:
Accounts receivable	11,616	4,760	15,688
Inventories	(3,159)	(3,960)	(13,392)
Prepaid expenses and other assets	869	2,683	(2,403)
Accounts payable	(7,825)	(11,187)	10,036
Accrued expenses, income taxes, and other	3	866	(4,798)
Net cash used in operating activities	(6,579)	(26,936)	(16,267)
Cash flows from investing activities:
Acquisition-related escrow	0	(8,275)	0
Acquisitions, net of cash acquired	(3,750)	(85,991)	0
Purchases of property, plant and equipment	(1,439)	(1,975)	(1,753)
Proceeds from the sale of property, plant and equipment	629	46	0
Proceeds from the sale of divested assets	11,300	0	0
Purchases of intangible assets and additions to capitalized software development costs	(2,915)	(1,157)	(431)
Proceeds from the sale of short-term investments	1,210	265	0
Purchases of marketable securities	0	0	(1,359)
Marketable securities maturities / sales	0	0	23,975
Net cash provided by (used in) investing activities	5,035	(97,087)	20,432
Cash flows from financing activities:
Gross proceeds from the issuance of convertible senior notes	0	120,000	0
Payment of issuance costs related to convertible senior notes	0	(3,927)	0
Proceeds from the exercise of warrant to purchase common stock	0	8,644	0
Net borrowings from (repayments of) DigiCore bank facilities	(840)	1,581	0
Net borrowings from (repayments of) revolving credit facility	0	(5,158)	5,158
Payoff of acquisition-related assumed liabilities	0	(2,633)	0
Principal payments under capital lease obligations	(903)	(288)	0
Principal payments on mortgage bond	(240)	(59)	0
Proceeds from the issuance of Series C preferred stock and common stock, net of issuance costs	0	0	14,163
Principal repayments of short-term debt	0	0	(2,566)
Repayment of litigation settlement note payable, including interest	0	0	(5,026)
Proceeds from stock option exercises and employee stock purchase plan, net of taxes paid on vested restricted stock units	692	1,007	(821)
Net cash provided by (used in) financing activities	(1,291)	119,167	10,908
Effect of exchange rates on cash and cash equivalents	159	(427)	(131)
Net decrease in cash and cash equivalents	(2,676)	(5,283)	14,942
Cash and cash equivalents, beginning of period	12,570	17,853	2,911
Cash and cash equivalents, end of period	9,894	12,570	17,853
Cash paid during the year for:
Interest	7,137	3,640	119
Income taxes	115	139	108
Supplemental disclosures of non-cash activities:
Transfer of inventories to rental assets	5,568	1,032	0
Issuance of common stock for litigation settlement	0	0	5,000
Initial fair value of warrant liability recorded upon issuance of Series C preferred and common stock	0	0	4,939
Issuance of common stock for conversion of Series C preferred stock	$ 0	$ 0	$ 940

Nature of Business and Significant Accounting Policies

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Inseego Corp. (the “Company” or “Inseego”) is a leading global provider of software-as-a-service (“SaaS”) and solutions for the Internet of Things (“IoT”). The Company sells telematics solutions globally under the Ctrack™ brand, including its fleet management, asset tracking and monitoring, stolen vehicle recovery and usage-based insurance platforms. The Company also sells connectivity solutions and device management services.

Inseego is a Delaware corporation formed in 2016 and is the successor to Novatel Wireless, Inc., a Delaware corporation formed in 1996 (“Novatel Wireless”), as a result of an internal reorganization that was completed in November 2016 (the “Reorganization”) to separate the Company’s MiFi branded hotspots and USB modem product lines (the “MiFi Business”) from the assets and liabilities associated with its Ctrack fleet and vehicle telematics solutions and its business connectivity and device management solutions (see Note 2). Upon completion of the Reorganization, Novatel Wireless became a wholly-owned subsidiary of Inseego and Novatel Wireless’s former stockholders became stockholders of Inseego, with shares of Inseego common stock trading on The NASDAQ Global Select Market under the trading symbol “INSG.”

Basis of Presentation

The Company has recently incurred operating losses and had a net loss attributable to common shareholders of $60.6 million during the year ended December 31, 2016. As of December 31, 2016, the Company had available cash and cash equivalents totaling $9.9 million, and working capital of $6.1 million. The Company’s ability to transition towards attaining profitable operations is dependent upon achieving a level of revenues adequate to support its cost structure. If events or circumstances occur such that the Company does not meet its operating plan as expected, the Company may be required to 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. These additional reductions in expenditures, if required, could have an adverse impact on the Company’s ability to achieve certain of its business objectives. The Company’s management believes that its cash and cash equivalents and availability under its revolving credit facility, together with anticipated cash flows from operations and proceeds from the completion of the pending sale of the MiFi Business, will be sufficient to meet its working capital needs for the next twelve months following the filing date of this report.

The Company’s historical operating results, primarily those related to the MiFi Business, indicate that substantial doubt exists related to the Company’s ability to continue as a going concern. The Company’s management believes that the closing of the sale of the MiFi Business is probable of occurring and mitigating the substantial doubt raised by the Company’s historical operating results and will satisfy its liquidity needs for the twelve months following the filing date of this report. In the unlikely event that the sale of the MiFi Business does not close, the Company would require an alternative source of financing to divest the MiFi Business elsewhere or to otherwise streamline the MiFi Business as may be needed. The Company has had discussions with potential financing sources, and the Company’s management believes that it is probable that such financing would be available to the Company based on terms that have been presented to the Company by financial sources.

The Company cannot predict, with certainty, the outcome of the sale of the MiFi Business or any other activities to generate liquidity, including the availability of additional financing. If the Company is not able to generate additional liquidity through the mechanisms described above or through some combination of other actions, while not expected, the Company may not be able to access funds under its Revolver, and may need to secure additional sources of funds, which may or may not be available to the Company. Additionally, a failure to generate additional liquidity could negatively impact the Company’s access to production, inventory or services that are important to the operation of its business.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

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 disclosure of contingent liabilities. Actual results could differ materially from these estimates. Significant estimates include allowance for doubtful accounts receivable, provision for excess and obsolete inventory, valuation of intangible and long-lived assets, valuation of goodwill, valuation of debt obligations, royalty costs, accruals relating to litigation and restructuring, provision for warranty costs, income taxes, share-based compensation expense and the Company’s ability to continue as a going concern.

Segment Information

The Company does not provide separate segment reporting for its various lines of business. The Chief Executive Officer, who is also the Chief Operating Decision Maker, evaluates the business as a single entity and reviews financial information and makes business decisions based on the overall results of the business. As such, the Company's operations constitute a single operating segment and one reportable segment.

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 consist of money market funds. 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 (expense), net, in the consolidated statements of operations.

Allowance for Doubtful Accounts Receivable

The Company provides an allowance for its accounts receivable for estimated losses that may result from its customers’ inability to pay. The Company determines the amount of the allowance by analyzing known uncollectible accounts, aged receivables, economic conditions, historical losses, and changes in customer payment cycles and its customers’ credit-worthiness. Amounts later determined and specifically identified to be uncollectible are charged or written off against this allowance. To minimize the likelihood of uncollectibility, the Company reviews its customers’ credit-worthiness periodically based on credit scores generated by independent credit reporting services, its experience with its customers and the economic condition of its customers’ industries. Material differences may result in the amount and timing of expense for any period if the Company were to make different judgments or utilize different estimates.

Inventories and Provision for Excess and Obsolete Inventory

Inventories are stated at the lower of cost (first-in, first-out method) or market. Shipping and handling costs are classified as a component of cost of net revenues in the consolidated statements of operations. The Company reviews the components of its inventory and its inventory purchase commitments on a regular basis for excess and obsolete inventory based on estimated future usage and sales. Write-downs in inventory value or losses on inventory purchase commitments depend on various items, including factors related to customer demand, economic and competitive conditions, technological advances or new product introductions by the Company or its customers that vary from its current expectations. Whenever inventory is written down, a new cost basis is established and the inventory is not subsequently written up if market conditions improve.

The Company believes that, when made, the estimates used in calculating the inventory provision are reasonable and properly reflect the risk of excess and obsolete inventory. If customer demand for the Company’s inventory is substantially less than its estimates, inventory write-downs may be required, which could have a material adverse effect on its consolidated financial statements.

Property, Plant and Equipment

Property, plant and equipment are initially stated at cost and depreciated using the straight-line method. Test equipment, computer equipment, purchased software, furniture and fixtures, product tooling and vehicles are depreciated over lives ranging from eighteen months to six years. Leasehold improvements are depreciated over the shorter of the related remaining lease period or useful life. Buildings are depreciated over 50 years. Land is not depreciated. Amortization of equipment under capital leases is included in depreciation expense.

Expenditures for repairs and maintenance are expensed as incurred. Expenditures for major renewals and betterments that extend the useful lives of existing property, plant and equipment are capitalized and depreciated. Upon retirement or disposition of property, plant and equipment, any resulting gain or loss is recognized in other income (expense), net, in the consolidated statements of operations.

Rental Assets

The cost of rental assets, which represents fleet management and vehicle tracking solutions installed in customers’ vehicles where hardware is provided as part of a fixed term contract with the customer, is capitalized and disclosed separately in the consolidated balance sheets. The Company depreciates rental assets to costs of net revenues on a straight-line basis over the term of the contract, generally three to four years, commencing on installation of the rental asset.

Software Development Costs

Software development costs are expensed as incurred until technological feasibility has been established, at which time those costs are capitalized as intangible assets until the software is implemented into products sold to customers. Capitalized software development costs are amortized on a straight-line basis over the estimated useful life of the software (see Note 4). Costs incurred to enhance existing software or after the implementation of the software into a product are expensed in the period they are incurred and included in research and development expense in the consolidated statements of operations.

Internal Use Software

Costs incurred in the preliminary stages of development are expensed as incurred and included in research and development expense in the consolidated statements of operations. Once an application has reached the development stage, internal and external costs, if direct and incremental, are capitalized until the software is substantially complete and ready for its intended use. Capitalization ceases upon completion of all substantial testing performed to ensure the product is ready for its intended use. The Company also capitalizes costs related to specific upgrades and enhancements of internal-use software when it is probable that the expenditures will result in additional functionality. Maintenance and training costs are expensed as incurred. Capitalized internal-use software costs are recorded as part of property, plant and equipment and are amortized on a straight-line basis over the estimated useful life of the software, which is generally five years. The Company does not capitalize pilot projects and projects for which it believes that the future economic benefits are less than probable. The Company tests these assets for impairment whenever events or circumstances occur that could impact their recoverability.

Intangible Assets

Intangible assets include purchased finite-lived and indefinite-lived intangible assets resulting from the acquisitions of DigiCore Holdings Limited (“DigiCore” or “Ctrack”), Feeney Wireless, LLC (“FW”) and Enfora, Inc. (“Enfora”), along with the costs of non-exclusive and perpetual worldwide software technology licenses and capitalized software developments costs. Finite-lived intangible assets are amortized on on a straight-line basis over the estimated useful lives of the assets (see Note 4).

Indefinite-lived assets, including goodwill, in-process research and development and in-process capitalized software development costs, are not amortized; however, they are tested for impairment annually and between annual tests if certain events occur indicating that the carrying amounts may be impaired. If a qualitative assessment is used and the Company determines that the fair value of an indefinite-lived intangible asset is more likely than not (i.e., a likelihood of more than 50%) less than its carrying amount, a quantitative impairment test will be performed. If indefinite-lived intangible assets are quantitatively assessed for impairment, a two-step approach is applied. First, the Company compares the estimated fair value of the indefinite-lived intangible asset to its carrying value. The second step, if necessary, measures the amount of such impairment by comparing the implied fair value of the asset to its carrying value. No impairment of indefinite-lived intangible assets was recognized during the years ended December 31, 2016, 2015 and 2014.

Long-Lived Assets

The Company periodically evaluates the carrying value of the unamortized balances of its long-lived assets, including property, plant and equipment, rental assets and intangible assets, to determine whether impairment of these assets has occurred or whether a revision to the related amortization periods should be made. When the carrying value of an asset exceeds the associated undiscounted expected future cash flows, it is considered to be impaired and is written down to fair value. Fair value is determined based on an evaluation of the assets associated undiscounted future cash flows or appraised value. This evaluation is based on management’s projections of the undiscounted future cash flows associated with each class of asset. If management’s evaluation indicates that the carrying values of these assets are impaired, such impairment is recognized by a reduction of the applicable asset carrying value to its estimated fair value and the impairment is expensed as a part of continuing operations. For the year ended December 31, 2016, the Company recorded an impairment loss related to long-lived assets of approximately $2.7 million, which is included in impairment of purchased intangibles and other income (expense), net, in the consolidated statements of operations. For the year ended December 31, 2015, the Company recorded an impairment loss related to long-lived assets of approximately $27,000, which is included in cost of net revenues in the consolidated statements of operations. No impairment of long-lived assets was recognized during the year ended December 31, 2014.

Derivative Financial Instruments

The Company evaluates stock options, stock warrants and other contracts to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for under the relevant sections of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”). The result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative financial instrument and is marked-to-market at each balance sheet date and recorded as an asset or liability. In the event that the fair value is recorded as an asset or liability, the change in fair value is recorded in the statement of operations as other income or other expense. Upon conversion, exercise or expiration of a derivative financial instrument, the instrument is marked to fair value and then that fair value is reclassified to equity.

Acquisitions

When acquiring companies, the Company recognizes separately from goodwill the assets acquired and the liabilities assumed at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred and the net of the acquisition date fair values of the assets acquired and the liabilities assumed. While the Company uses its best estimates and assumptions as a part of the purchase price allocation process to accurately value assets acquired and liabilities assumed at the acquisition date, the Company’s estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company records adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the consolidated statements of operations.

Accounting for business combinations requires the Company’s management to make significant estimates and assumptions, especially at the acquisition date with respect to intangible assets, support liabilities assumed, and pre-acquisition contingencies. Although the Company believes the assumptions and estimates it has made in the past have been reasonable and appropriate, they are based in part on historical experience, market data and information obtained from the management of the acquired companies and are inherently uncertain.

Examples of critical estimates in valuing certain of the intangible assets the Company has acquired include but are not limited to: (i) future expected cash flows from customer relationships; (ii) estimates to develop or use technology; and (iii) discount rates.

If the Company determines that a pre-acquisition contingency is probable in nature and estimable as of the acquisition date, the Company records its best estimate for such a contingency as a part of the preliminary fair value allocation. The Company continues to gather information for and evaluate pre-acquisition contingencies throughout the measurement period and if the Company makes changes to the amounts recorded or if the Company identifies additional pre-acquisition contingencies during the measurement period, such amounts will be included in the fair value allocation during the measurement period and, subsequently, in the Company’s results of operations.

The Company may be required to pay future consideration to the former shareholders of acquired companies, depending on the terms of the applicable purchase agreements, which may be contingent upon the achievement of certain financial and operating targets, as well as the retention of key employees. If the future consideration is considered to be compensation, amounts will be expensed when incurred.

Divestitures

Gains or losses from divested operations and assets that do not qualify for treatment as discontinued operations under ASC 205-20, Presentation of Financial Statements—Discontinued Operations, are recorded as other income (expense), net, in the consolidated statements of operations.

Restructuring

The Company accounts for facility exit costs in accordance with ASC 420, Exit or Disposal Cost Obligations, which requires that a liability for such costs be recognized and measured initially at fair value on the cease-use date based on remaining lease rentals, adjusted for the effects of any prepaid or deferred items recognized, reduced by the estimated sublease rentals that could be reasonably obtained even if the Company does not intend to sublease the facilities.

The Company is required to estimate future sublease income and future net operating expenses of the facilities, among other expenses. The most significant of these estimates relate to the timing and extent of future sublease income which reduce lease obligations, and the probability that such sublease income will be realized. The Company based estimates of sublease income, in part, on information from third party real estate experts, current market conditions and rental rates, an assessment of the time period over which reasonable estimates could be made, and the location of the respective facility, among other factors. Further adjustments to the facility exit liability accrual will be required in future periods if actual exit costs or sublease income differ from current estimates. Exit costs recorded by the Company under these provisions are neither associated with, nor do they benefit, continuing activities.

Convertible Debt

The Company accounts for its convertible debt instruments that are settleable in cash upon conversion (including partial cash settlement) by separating the liability and equity components of the instruments in a manner that reflects the Company’s nonconvertible debt borrowing rate. The Company determines the carrying amount of the liability component by measuring the fair value of similar debt instruments that do not have the conversion feature. If a similar debt instrument does not exist, the Company estimates the fair value by using assumptions that market participants would use in pricing a debt instrument, including market interest rates, credit standing, yield curves and volatilities. Determining the fair value of the debt component requires the use of accounting estimates and assumptions. These estimates and assumptions are judgmental in nature and could have a significant impact on the determination of the debt component and the associated non-cash interest expense.

Upon issuance, the Company assigns a value to the debt component equal to the estimated fair value of similar debt instruments without the conversion feature, which could result in the Company recording the debt instrument at a discount. If the debt instrument is recorded at a discount, the Company amortizes the debt discount over the life of the debt instrument as additional non-cash interest expense utilizing the effective interest method.

Revenue Recognition

During the year ended December 31, 2016, the Company generated a portion of its revenue from the sale of wireless modems to wireless operators, OEM customers and value added resellers and distributors. In addition, the Company generates revenue from the sale of asset-management solutions utilizing wireless technology and M2M communication devices predominantly to transportation and industrial companies, medical device manufacturers and security system providers. Revenue from product sales is generally recognized upon the later of transfer of title or delivery of the product to the customer. Where the transfer of title or risk of loss is contingent on the customer’s acceptance of the product, the Company will not recognize revenue until both title and risk of loss have transferred to the customer. Revenues from SaaS services are recognized pro-rata over the contract term. The Company records deferred revenue for cash payments received from customers in advance of when revenue recognition criteria are met. The Company has granted price protection to certain customers in accordance with the provisions of the respective contracts and tracks pricing and other terms offered to customers buying similar products to assess compliance with these provisions. The Company estimates the amount of price protection for current period product sales utilizing historical experience and information regarding customer inventory levels. To date, the Company has not incurred material price protection obligations. Revenues from sales to certain customers are subject to cooperative advertising allowances. Cooperative advertising allowances are recorded as an operating expense to the extent that the advertising benefit is separable from the revenue transaction and the fair value of that advertising benefit is determinable. To the extent that such allowances either do not provide a separable benefit to the Company, or the fair value of the advertising benefit cannot be reliably estimated, such amounts are recorded as a reduction of revenue. The Company establishes a reserve for estimated product returns allowances in the period in which revenue is recognized. In estimating future product returns, the Company considers various factors, including its stated return policies and practices and historical trends.

Certain of the Company’s revenues represent the sale of hardware with accompanied software that is essential to the functionality of the hardware. In such instances, the Company records revenue associated with the agreed upon price on hardware sales, and accrues any estimated costs of post-delivery performance obligations such as warranty obligations. The Company considers the four basic revenue recognition criteria when assessing appropriate revenue recognition as follows:

Criterion #1 — Persuasive evidence of an arrangement must exist;

Criterion #2 — Delivery has occurred;

Criterion #3 — The seller’s price to the buyer must be fixed or determinable; and

Criterion #4 — Collectability is reasonably assured.

For multiple element arrangements, total consideration received from customers is allocated to the elements. This may include hardware, leased elements, non-essential software elements and/or essential software, based on a relative selling price. The accounting guidance establishes a hierarchy to determine the selling price to be used for allocating revenue to deliverables as follows: (i) vendors specific objective evidence (“VSOE”), (ii) third party evidence (“TPE”), and (iii) best estimate of selling price (“BESP”). Because the Company has neither VSOE nor TPE, revenue has been based on the Company’s BESP. Amounts allocated to the delivered hardware and the related essential software are recognized at the time of the sale provided all other revenue recognition criteria have been met. Amounts allocated to other deliverables based upon BESP are recognized in the period the revenue recognition criteria have been met.

The Company’s process for determining its BESP for deliverables without VSOE or TPE considers multiple factors that may vary depending upon the unique facts and circumstances related to each deliverable. The Company’s prices are determined based upon cost to produce the products, expected order quantities, acceptance in the marketplace and internal pricing parameters. In addition, when developing BESPs for products the Company may consider other factors as appropriate including the pricing of competitive alternatives if they exist, and product-specific business objectives.

The Company accounts for nonessential software licenses and related post contract support (“PCS”) under multiple element arrangements by recognizing revenue for such arrangements ratably over the term of the PCS as it has not established VSOE for the PCS element.

The Company provides SaaS subscriptions for its fleet management and vehicle finance applications in which customers are provided with the ability to wirelessly communicate with monitoring devices installed in vehicles and other mobile assets via software applications hosted by the Company. The customer has the option to purchase the monitoring device or lease it over the term of the contract. If the customer purchases the monitoring device, the Company recognizes the revenue at the time of purchase. If the customer chooses to lease the monitoring device, the Company recognizes the revenue for the monitoring device over the term of the contract, which is generally three years. The Company records such revenue in accordance with ASC 840, Leases, as it has determined that they qualify as operating leases. The Company recognizes revenues from SaaS services over the term of the contract.

Certain of the Company’s revenue is based on contractual arrangements. In such instances, management considers the nature of the Company's contractual arrangements in determining whether to recognize certain types of revenue on the basis of the gross amount billed or net amount retained after payments are made to providers of certain services related to the product or service offering. The main factors the Company uses to determine whether to record revenue on a gross or net basis are whether:


•	the Company is primarily responsible for the service to the customer;


•	the Company has discretion in establishing fees paid by the customer; and


•	the Company is involved in the determination of product or service specifications.

When the customer’s fee includes a portion of charges that are paid to another party and the Company is primarily responsible for providing the service to the customer, revenue is recognized on a gross basis in an amount equal to the fee paid by the customer. The cost of revenues recognized is the amount due to the other party and is recorded as cost of revenues in the consolidated statements of operations. In instances in which another party is primarily responsible for providing the service to the customer, revenue is recognized in the net amount retained by the Company. The portion of the fees that are collected from the customer by the Company and remitted to the other party are considered pass through amounts and accordingly are not a component of net revenues or cost of net revenues.

The Company occasionally enters into transactions where it provides consideration to its customers in the form of credits for certain raw materials received that are used in the finished goods purchased by the same customer. The Company accounts for such credits to customers as a reduction of net revenues because it is unable to demonstrate the receipt of a benefit that is identifiable and sufficiently separable from the revenue transaction and reasonably estimate the fair value of the benefit identified. Significant management judgment and estimates must be used to determine the fair value of the benefit received in any period.

Provision for Warranty Costs

The Company accrues warranty costs based on estimates of future warranty related replacement, repairs or rework of products. The Company’s warranty policy generally provides one to three years of coverage for products following the date of purchase. The Company’s policy is to accrue the estimated cost of warranty coverage as a component of cost of revenue in the accompanying consolidated statements of operations at the time revenue is recognized. In estimating its future warranty obligations, the Company considers various factors, including the historical frequency and volume of claims and cost to replace or repair products under warranty. The warranty provision for the Company’s products is determined by using a financial model to estimate future warranty costs. The Company’s financial model takes into consideration actual product failure rates; estimated replacement, repair or rework expenses; and potential risks associated with its different products. The risk levels, warranty cost information and failure rates used within this model are reviewed throughout the year and updated, if and when, these inputs change.

Foreign Currency Transactions

Foreign currency transactions are transactions denominated in a currency other than a subsidiary’s functional currency. A change in the exchange rates between a subsidiary’s functional currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is reported by the Company as a foreign currency transaction gain (loss). The primary component of the Company’s foreign currency transaction gain (loss) is due to agreements in place with certain subsidiaries in foreign countries regarding intercompany transactions. Based upon historical experience, the Company anticipates repayment of these transactions in the foreseeable future, and recognizes the realized and unrealized gains (losses) on these transactions that result from foreign currency changes in the period in which they occur as foreign currency transaction gain (loss), which is recorded as other income (expense), net, in the consolidated statements of operations.

Foreign Currency Translation

Assets and liabilities of the Company’s international subsidiaries in which the local currency is the functional currency are translated into U.S. Dollars at period-end exchange rates. Income and expenses are translated into U.S. Dollars at the average exchange rates during the period. The resulting translation adjustments are included in the Company’s consolidated balance sheets as a component of accumulated other comprehensive loss.

Income Taxes

The Company recognizes federal, state and foreign current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year. The Company also recognizes federal, state and foreign deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. The Company evaluates deferred income taxes on a quarterly basis to determine if valuation allowances are required by considering available evidence. If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, the Company could be required to increase its valuation allowance against its deferred tax assets which could result in an increase in the Company’s effective tax rate and an adverse impact on operating results. The Company will continue to evaluate the necessity of the valuation allowance based on the remaining deferred tax assets.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions. The Company recognizes the impact of an uncertain income tax position on an income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Uncertain tax positions are recognized in the first subsequent financial reporting period in which that threshold is met or from changes in circumstances such as the expiration of applicable statutes of limitations.

Share-Based Compensation

The Company has granted stock options to employees and restricted stock units. The Company also has an employee stock purchase plan (“ESPP”) for eligible employees. The Company measures the compensation cost associated with all share-based payments based on grant date fair values. The fair value of each employee stock option and employee stock purchase right is estimated on the date of grant using an option pricing model that meets certain requirements. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options and stock purchase rights. The Black-Scholes model is considered an acceptable model but the fair values generated by it may not be indicative of the actual fair values of the Company’s equity awards as it does not consider certain factors important to those awards to employees, such as continued employment and periodic vesting requirements as well as limited transferability. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s stock price and a number of assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends.

For grants of stock options, the Company uses a blend of historical and implied volatility for traded options on its stock in order to estimate the expected volatility assumption required in the Black-Scholes model. The Company’s use of a blended volatility estimate in computing the expected volatility assumption for stock options is based on its belief that while the implied volatility is representative of expected future volatility, the historical volatility over the expected term of the award is also an indicator of expected future volatility. Due to the short duration of employee stock purchase rights under the Company’s ESPP, the Company utilizes historical volatility in order to estimate the expected volatility assumption of the Black-Scholes model.

The expected term of stock options granted is estimated using historical experience. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the Company’s stock options and employee stock purchase rights. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts. The Company estimates forfeitures at the time of grant and revises these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates its forfeiture rate assumption for all types of share-based compensation awards based historical forfeiture rates related to each category of award.

Compensation cost associated with grants of restricted stock units are measured at fair value, which has historically been the closing price of the Company’s stock on the date of grant.

The Company recognizes share-based compensation expense over the requisite service period of each individual award, which generally equals the vesting period, using the straight-line method for awards that contain only service conditions. For awards that contain performance conditions, the Company recognizes the share-based compensation expense on a straight-line basis for each vesting tranche.

The Company evaluates the assumptions used to value stock awards on a quarterly basis. If factors change and the Company employs different assumptions, share-based compensation expense may differ significantly from what it has recorded in the past. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense.

Net Loss Per Share Attributable to Common Shareholders

The Company computes basic and diluted per share data for all periods for which a statement of operations is presented. Basic net loss per share excludes dilution and is computed by dividing the net loss by the weighted-average number of shares that were outstanding during the period. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to acquire common stock were exercised or converted into common stock. Potential dilutive securities are excluded from the diluted EPS computation in loss periods as their effect would be anti-dilutive. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding due to the Company’s net loss position.

Fair Value of Financial Instruments

The Company’s fair value measurements relate to its cash equivalents, marketable debt securities, and marketable equity securities, which are classified pursuant to authoritative guidance for fair value measurements. The Company places its cash equivalents and marketable debt securities in instruments that meet credit quality standards, as specified in its investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument.

The Company’s financial instruments consist principally of cash and cash equivalents, short-term investments and long-term debt. The Company’s cash and cash equivalents consist of its investments in money market funds. From time to time, the Company may utilize foreign exchange forward contracts. These contracts are valued using pricing models that take into account the currency rates as of the balance sheet date.

Comprehensive Loss

Comprehensive loss consists of net earnings, foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB, which are adopted by the Company as of the specified date. Unless otherwise discussed, management believes the impact of recently issued standards, which are not yet effective, will not have a material impact on its consolidated financial statements upon adoption.

In January 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which simplifies the measurement of goodwill by eliminating the second step from the goodwill impairment test, which requires the comparison of the implied fair value of goodwill with the current carrying amount of goodwill. Instead, under the amendments in this guidance, an entity shall perform a goodwill impairment test by comparing the fair value of each reporting unit with its carrying amount and an impairment charge is to be recorded for the amount, if any, in which the carrying value exceeds the reporting unit’s fair value. This guidance should be applied prospectively and is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing the impact of this guidance.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently assessing the impact of this guidance.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires measurement and recognition of expected credit losses for financial assets held. This guidance is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. The Company is currently assessing the impact of this guidance.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting, which affects entities that issue share-based payment awards to their employees. The guidance is designed to identify areas for simplification involving several aspects of accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, an option to recognize gross stock compensation expense with actual forfeitures recognized as they occur, as well as certain classifications on the statement of cash flows. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2016. Early adoption is permitted. The Company is currently assessing the impact of this guidance.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in the Company providing a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company is currently assessing the impact of this guidance.

In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments (“ASU 2015-16”), which eliminates the requirement for an acquirer to retrospectively adjust provisional amounts recorded in a business combination to reflect new information about the facts and circumstances that existed as of the acquisition date and that, if known, would have affected the measurement or recognition of amounts initially recognized. As an alternative, the update requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The update requires that the acquirer record, in the financial statements of the period in which adjustments to provisional amounts are determined, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. The Company implemented this guidance during the first quarter of 2016. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption.

In April 2015, the FASB issued ASU 2015-05, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement. Under this standard, if a cloud computing arrangement includes a software license, the software license element of the arrangement should be accounted for consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the arrangement should be accounted for as a service contract. The Company implemented this guidance during the first quarter of 2016. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. The new standard will require revenue recognized to represent the transfer of promised goods or services to customers in an amount that reflects the consideration the company expects to receive in exchange for those goods or services. The standard also requires new, expanded disclosures regarding revenue recognition. In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers: Deferral of Effective Date, which deferred the effective date of adoption of ASU 2014-09 to interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted but not before the original effective date of December 15, 2016. In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarifies aspects of ASU 2014-09 pertaining to the identification of performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. There are two adoption methods available for implementation of this guidance. Under one method, the guidance is applied retrospectively to contracts for each reporting period presented, subject to allowable practical expedients. Under the other method, the guidance is applied only to the most current period presented, recognizing the cumulative effect of the change as an adjustment to the beginning balance of retained earnings, and also requires additional disclosures comparing the results to the previous guidance.

The Company is evaluating the impact of the new standard on its accounting policies, processes and systems. The Company has assigned internal resources, is in the process of engaging a third-party service provider and has a preliminary project plan to finalize the evaluation and complete the implementation.

The Company has preliminarily identified potential impacts to the timing of revenue recognition and the amortization period of costs to obtain contracts. The Company’s decision on the adoption method will be based on various factors including the significance of the impact of the new standard on the Company’s financial results and system capabilities. The Company has not yet completed the evaluation of these impacts and the adoption method has not been determined.

Acquisitions and Divestitures

12 Months Ended

Dec. 31, 2016

Business Combinations [Abstract]

Acquisitions and Divestitures

Acquisitions

DigiCore Holdings Limited (DBA Ctrack)

On June 18, 2015, the Company entered into a transaction implementation agreement (the “TIA”) with DigiCore. Pursuant to the terms of the TIA, the Company acquired 100% of the issued and outstanding ordinary shares of DigiCore (with the exception of certain excluded shares, including treasury shares) for 4.40 South African Rand per ordinary share outstanding on October 5, 2015, with the total consideration not to exceed 1,094,223,363 South African Rand (the “Maximum Consideration”), which amount was placed into escrow upon signing of the TIA. Upon consummation of the acquisition, DigiCore became an indirect wholly-owned subsidiary of the Company.

From the date of execution of the TIA through the date the transaction closed, the Maximum Consideration Amount placed into escrow experienced a non-cash loss of $8.3 million due to the weakening of the South African Rand against the U.S. Dollar. This amount is included in non-cash change in acquisition-related escrow in the consolidated statement of operations.

Upon the closing of the transaction, holders of unvested in-the-money DigiCore stock options received stock options to purchase shares of the Company’s common stock as replacement awards.

During the year ended December 31, 2015, the Company incurred $1.7 million in costs and expenses related to the Company’s acquisition of Ctrack that are included in general and administrative expenses in the consolidated statements of operations.

Purchase Price

The total purchase price was approximately $80.0 million and included a cash payment for all of the outstanding ordinary shares of DigiCore and the purchase of in-the-money vested stock options held by Ctrack employees on the closing date of the transaction and the portion of the fair value of replacement equity awards issued to Ctrack employees that related to services performed prior to the date the transaction closed.

Set forth below is supplemental purchase consideration information related to the Ctrack acquisition (in thousands):



	Year Ended December 31, 2015
Cash payments	$	79,365
Fair value of replacement equity awards issued to Ctrack employees for preacquisition services	623
Total purchase price	$	79,988

Allocation of Fair Value

The Company accounted for the transaction using the acquisition method and, accordingly, the consideration has been allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date. Goodwill resulting from this acquisition is largely attributable to the experienced workforce of Ctrack and synergies expected to arise after the integration of Ctrack’s products and operations into those of the Company. Goodwill resulting from this acquisition is not deductible for tax purposes. Identifiable intangible assets acquired as part of the acquisition included finite-lived intangible assets for developed technologies, customer relationships and trade names, which are being amortized using the straight-line method over their estimated useful lives, as well as indefinite-lived intangible assets. Liabilities assumed from DigiCore included a mortgage bond and capital lease obligations.

The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands):



	October 5, 2015
Cash	$	2,437
Accounts receivable	15,052
Inventory	11,361
Property, plant and equipment	5,924
Rental assets	6,603
Intangible assets	28,270
Goodwill	29,273
Other assets	5,695
Bank facilities	(2,124		)
Accounts payable	(7,446		)
Accrued and other liabilities	(15,018		)
Noncontrolling interests	(39		)
Net assets acquired	$	79,988

Valuation of Intangible Assets Acquired

The following table sets forth the components of intangible assets acquired in connection with the Ctrack acquisition (dollars in thousands):



	Amount Assigned		Amortization Period (in years)
Finite-lived intangible assets:
Developed technologies	$	10,170	6.0
Trade name	14,030		10.0
Customer relationships	4,070		5.0
Total intangible assets acquired	$	28,270

R.E.R. Enterprises, Inc. (DBA Feeney Wireless)

On March 27, 2015, the Company acquired all of the issued and outstanding shares of RER and its wholly-owned subsidiary and principal operating asset, FW, an Oregon limited liability company, which develops and sells IoT solutions that integrate wireless communications into business processes. This strategic acquisition expanded the Company’s product and solutions offerings to include private labeled cellular routers, in-house designed and assembled cellular routers, high-end wireless surveillance systems, modems, computers and software, along with associated hardware, purchased from major industry suppliers. Additionally, FW’s services portfolio includes consulting, systems integration and device management services.

In connection with the acquisition, the Company incurred $0.9 million in total costs and expenses, which are included in general and administrative expenses in the consolidated statements of operations for the year ended December 31, 2015.

Purchase Price

The total purchase price was approximately $24.8 million and included a cash payment at closing of approximately $9.3 million, $1.5 million of which was placed into an escrow fund to serve as partial security for the indemnification obligations of RER and its former shareholders, the Company’s assumption of $0.5 million in certain transaction-related expenses incurred by FW, and the future issuance of shares of the Company’s common stock valued at $15.0 million, which would have been payable in March 2016.

The total consideration of $24.8 million does not include amounts, if any, payable under an earn-out arrangement under which the Company may have been required to pay up to an additional $25.0 million to the former shareholders of RER contingent upon FW’s achievement of certain financial targets for the years ending December 31, 2015, 2016 and 2017 (the “Earn-Out Arrangement”). Such payments, if any, under the Earn-Out Arrangement would have been payable in either cash or shares of the Company’s common stock at the discretion of the Company, and would have been recorded as compensation expense during the service period earned.

Set forth below is supplemental purchase consideration information related to the FW acquisition (in thousands):



Cash payments	$	9,268
Future issuance of common stock	15,000
Other assumed liabilities	509
Total purchase price	$	24,777

On January 5, 2016, the Company and RER amended certain payment terms. Under the amended agreements, the $1.5 million placed into escrow on the date of acquisition was released to RER and its former shareholders on January 8, 2016, and the $15.0 million that was payable in shares of the Company’s common stock in March 2016 will now be paid in five cash installments over a four-year period, beginning in March 2016. In addition, the Earn-Out Arrangement has been amended (the “Amended Earn-Out Arrangement”) as follows: (a) any amount earned under the Earn-Out Arrangement for the achievement of financial targets for the year ended December 31, 2015 will now be paid in five cash installments over a four-year period, beginning in March 2016 and (b) in replacement of the potential earn-out contingent upon FW’s achievement of certain financial targets for the years ended December 31, 2016 and 2017 the Company will issue to the former shareholders of RER approximately 2.9 million shares of the Company’s common stock in three equal installments over a three-year period, beginning in March 2017.

The Company recognized approximately $7.9 million in expense during the year ended December 31, 2016 in connection with the earn-out payment due to the former shareholders of RER in the form of shares of the Company’s common stock. As of December 31, 2016, the total amount earned pursuant to the Amended Earn-Out Arrangement was $14.0 million, $12.5 million of which remained outstanding as of December 31, 2016 and is included in accrued expenses and other current liabilities and in other long-term liabilities in the consolidated balance sheets.

Allocation of Fair Value

The Company accounted for the transaction using the acquisition method and, accordingly, the consideration has been allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their respective estimated fair values on the acquisition date as set forth below. Goodwill resulting from this acquisition is largely attributable to the experienced workforce of FW and synergies expected to arise after the integration of FW’s products and operations into those of the Company. Goodwill resulting from this acquisition is deductible for tax purposes. Identifiable intangible assets acquired as part of the acquisition included finite-lived intangible assets for developed technologies, customer relationships, and trademarks, which are being amortized using the straight-line method over their estimated useful lives, as well as indefinite-lived intangible assets, including in-process research and development. Liabilities assumed from FW included a term loan and capital lease obligations. The term loan and certain capital lease obligations were paid in full by the Company immediately following the closing of the acquisition on March 27, 2015.

The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands):



	March 27, 2015
Cash	$	205
Accounts receivable	3,331
Inventory	10,008
Property, plant and equipment	535
Intangible assets	18,880
Goodwill⁽¹⁾	3,949
Other assets	544
Accounts payable	(7,494		)
Accrued and other liabilities⁽¹⁾	(1,916		)
Deferred revenues	(270		)
Note payable	(2,575		)
Capital lease obligations	(420		)
Net assets acquired	$	24,777


⁽¹⁾	Reflects measurement-period adjustments recorded by the Company in accordance with ASU 2015-16. During the year ended December 31, 2016, the Company recorded a measurement-period adjustment to the allocation of fair value resulting in a $0.2 million increase to accrued and other liabilities and a corresponding $0.2 million increase to goodwill.

Valuation of Intangible Assets Acquired

The following table sets forth the components of intangible assets acquired in connection with the FW acquisition (dollars in thousands):



	Amount Assigned		Amortization Period (in years)
Finite-lived intangible assets:
Developed technologies	$	3,660	6.0
Trademarks	4,700		10.0
Customer relationships	8,500		10.0
Indefinite-lived intangible assets:
In-process research and development	2,020
Total intangible assets acquired	$	18,880

During the year ended December 31, 2016, the Company recorded an impairment loss related to developed technologies acquired in connection with the FW acquisition of approximately $2.6 million, which is included in impairment of purchased intangibles in the consolidated statements of operations.

Pro Forma Summary

The unaudited consolidated pro forma results for the years ended December 31, 2016 and 2015 are set forth in the table below (in thousands). These pro forma consolidated results combine the results of operations of the Company, Ctrack and FW as though Ctrack and FW had been acquired as of January 1, 2015 and include amortization charges for the acquired intangibles for both acquisitions and interest expense related to the Company’s borrowings to finance the Ctrack acquisition. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of 2015.



	Year Ended December 31,
	2016			2015
Net revenues	$	243,555		$	276,115
Net loss	$	(60,568	)	$	(48,105	)

Recent and Pending Divestitures

Modules Business

On April 11, 2016, the Company signed a definitive Asset Purchase Agreement with Telit Technologies (Cyprus) Limited and Telit Wireless Solutions, Inc. (collectively, “Telit”) pursuant to which the Company sold, and Telit acquired, certain hardware modules and related assets for an initial purchase price of $11.0 million in cash, which included $9.0 million that was paid to the Company on the closing date of the transaction, $1.0 million that would be paid to the Company in equal quarterly installments over a two-year period in connection with the provision by the Company of certain transition services and $1.0 million that would be paid to the Company following the satisfaction of certain conditions by the Company, including the assignment of specified contracts and the delivery of certain certifications and approvals. The Company also had the potential to receive an additional cash payment of approximately $3.8 million from Telit related to their purchase of module product inventory from the Company, $1.0 million of which would be paid to the Company in equal quarterly installments over the two-year period following the closing date in connection with the provision by the Company of certain transition services. In addition to the above, the Company may have been entitled to receive a subsequent earn-out payment following the closing of the transaction if certain conditions were met.

On September 29, 2016, the Company entered into a Final Resolution Letter Agreement (the “Final Resolution”) with Telit. Per the Final Resolution, Telit agreed to pay the Company $2.1 million in full satisfaction of their payment obligations under certain sections of the original purchase agreement, including all installment payments, and the Company agreed to ship the remainder of the hardware modules and related assets as soon as practicable. Under the Final Resolution, the aggregate purchase consideration totaled $11.7 million, which consisted of $11.3 million in cash and $0.4 million in net settled Company liabilities.

During the year ended December 31, 2016, the Company recognized a gain of approximately $5.0 million in connection with the fulfillment of certain obligations pursuant to the asset purchase agreement, as amended, which is included in other income (expense), net, in the consolidated statements of operations. As of December 31, 2016, the Company recorded a liability of $0.5 million for the fair value of the remaining hardware and related assets due to Telit, which is included in accrued expenses and other current liabilities in the consolidated balance sheets.

MiFi Business

On September 21, 2016, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among Inseego and Novatel Wireless, on the one hand, and T.C.L. Industries Holdings (H.K.) Limited and Jade Ocean Global Limited (collectively, the “Purchasers”) on the other hand. The Purchase Agreement relates to the pending sale of the Company’s subsidiary, Novatel Wireless, which includes the Company’s MiFi branded hotspots and USB modem product lines (the “MiFi Business”), to the Purchasers for $50.0 million in cash, subject to potential adjustment for Novatel Wireless’s working capital as of the closing date. The sale may not close until all of the closing conditions set forth in the Purchase Agreement have been satisfied. One of the closing conditions is the approval of the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS has identified national security concerns relating to the Company’s sale of the MiFi Business to the Purchasers. In early February 2017, the Company and the Purchasers voluntarily withdrew and re-filed their notice to CFIUS in order to obtain additional time to provide further information to CFIUS and explore potential mitigation measures that may allow the transaction to proceed. In early March 2017, CFIUS provided a draft mitigation agreement which, if finalized, would allow CFIUS approval to be granted. Negotiations between CFIUS and the Purchasers regarding the final terms of such mitigation agreement remain ongoing.

In order to facilitate the sale of Novatel Wireless, the Company completed an internal Reorganization in November 2016. The first step of the Reorganization was the formation of Inseego (formerly known as Vanilla Technologies, Inc.) as a direct, wholly owned subsidiary of Novatel Wireless. Inseego then formed Vanilla Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of Inseego (“Merger Sub”). Merger Sub was formed solely for the purpose of effecting the Reorganization.

Novatel Wireless then contributed all of its assets and liabilities (other than the MiFi Business), including its equity interests in DigiCore, FW, Novatel Wireless Solutions, Inc., Enfora Comercio de Eletronicos LTDA and each of their direct and indirect subsidiaries, to Inseego.

Finally, Merger Sub was merged with and into Novatel Wireless, with Novatel Wireless surviving as a direct, wholly owned subsidiary of Inseego. Upon completion of the Reorganization, each share of Novatel Wireless common stock was automatically converted into a corresponding share of Inseego common stock, having the same rights and limitations as the corresponding share of Novatel Wireless common stock that was converted. Accordingly, at such time, Novatel Wireless’s former stockholders became stockholders of Inseego.

The purpose and effect of the Reorganization was to separate the MiFi Business from the assets and liabilities associated with the Ctrack fleet and vehicle telematics solutions and stolen vehicle recovery and FW telemetry and connectivity solutions businesses.

- Definition

The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1497-128463

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1490-128463

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
-SubTopic 10
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-Paragraph 2
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
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-URI http://asc.fasb.org/extlink&oid=35744584&loc=d3e6927-128479

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=73530397&loc=d3e4845-128472

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 805
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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-URI http://asc.fasb.org/extlink&oid=73530397&loc=SL65897772-128472

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=65885119&loc=d3e1383-128463

Reference 15: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Financial Statement Details

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Details

Short-term investments

The Company acquired certain short-term investments in trading securities through its acquisition of Ctrack. The Company recognized a gain of approximately $0.2 million and $0.1 million on such securities during the years ended December 31, 2016 and 2015, respectively, which is included in other income (expense), net, in the consolidated statements of operations.

Inventories

Inventories consist of the following (in thousands):



	December 31,
	2016		2015
Finished goods	$	19,277	$	47,094
Raw materials and components	11,865		8,743
	$	31,142	$	55,837

Property, Plant and Equipment

Property, plant and equipment consists of the following (in thousands):



	December 31,
	2016			2015
Land	$	260		$	229
Buildings	2,363			2,084
Test equipment	23,115			47,243
Computer equipment and purchased software	4,373			11,399
Product tooling	409			3,832
Furniture and fixtures	915			2,151
Vehicles	1,746			1,042
Leasehold improvements	243			3,664
	33,424			71,644
Less—accumulated depreciation and amortization	(25,032		)	(62,832		)
	$	8,392		$	8,812

At December 31, 2016, the Company had vehicles and equipment under capital leases of $1.8 million, net of accumulated amortization of $1.1 million. At December 31, 2015, the Company had vehicles and equipment under capital leases of $1.5 million, net of accumulated amortization of $0.2 million.

Rental Assets

Rental assets consist of the following (in thousands):



	December 31,
	2016			2015
Rental assets	$	11,115		$	7,189
Less—accumulated depreciation	(4,112		)	(1,034		)
	$	7,003		$	6,155

Depreciation and amortization expense related to property, plant and equipment, including equipment under capital leases, and rental assets was $7.8 million, $5.0 million and $6.3 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):



	December 31,
	2016		2015
Royalties	$	1,544	$	2,740
Payroll and related expenses	5,315		4,406
Warranty obligations	480		932
Market development funds and price protection	320		2,805
Professional fees	4,793		1,060
Deferred revenue	1,656		1,836
Restructuring	837		1,044
Acquisition-related liabilities	7,912		5,274
Divestiture-related liabilities	463		—
Other	4,577		5,516
	$	27,897	$	25,613

Accrued Warranty Obligations

Accrued warranty obligations consist of the following (in thousands):



	Year Ended December 31,
	2016			2015
Accrued warranty obligations at beginning of period	$	932		$	1,196
Additions charged to operations	821			1,090
Deductions from liability	(1,262		)	(1,354		)
Effect of change in foreign currency exchange rates	(11		)	—
Accrued warranty obligations at end of period	$	480		$	932

Goodwill and Other Intangible Assets

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Intangible Assets

A summary of the activity in goodwill is presented below (in thousands):



Balance at December 31, 2014	$	—
Acquisition of Ctrack	29,273
Acquisition of FW	3,754
Effect of change in foreign currency exchange rates	(3,507		)
Balance at December 31, 2015	$	29,520
Ctrack adjustment⁽¹⁾	1,236
FW adjustment	195
Effect of change in foreign currency exchange rates	3,477
Balance at December 31, 2016	$	34,428

⁽¹⁾

During the year ended December 31, 2016, the Company identified the need for an immaterial adjustment in the recording of net assets and goodwill in the accounting for the acquisition of Ctrack. As a result, the Company has recorded an adjustment during the year ended December 31, 2016 that increased goodwill and decreased accounts receivable. There was no change in reported cash flows in any period related to this adjustment.

The Company’s intangible assets are comprised of the following (in thousands):



	December 31, 2016
	Weighted-Average Life (in years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Finite-lived intangible assets:
Developed technologies	5.5	$	17,247	$	(7,042	)	$	10,205
Trademarks and trade names	9.2	23,043		(6,905		)	16,138
Customer relationships	8.3	13,046		(2,993		)	10,053
Capitalized software development costs	5.0	3,579		(511		)	3,068
Other	2.7	828		(545		)	283
Total finite-lived intangible assets		$	57,743	$	(17,996	)	39,747
Indefinite-lived intangible assets:
In-process capitalized software development costs							536
Total intangible assets							$	40,283



	December 31, 2015
	Weighted-Average Life (in years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Finite-lived intangible assets:
Developed technologies	5.3	$	19,065	$	(7,307	)	$	11,758
Trademarks and trade names	9.2	21,267		(4,383		)	16,884
Customer relationships	8.4	12,562		(1,270		)	11,292
Capitalized software development costs	5.0	1,010		(181		)	829
Other	1.9	4,545		(4,239		)	306
Total finite-lived intangible assets		$	58,449	$	(17,380	)	41,069
Indefinite-lived intangible assets:
In-process research and development							2,020
Total intangible assets							$	43,089

During the year ended December 31, 2016, in-process research and development acquired in connection with the FW acquisition was completed and reclassified to developed technologies where it is being amortized over its estimated useful life.

Amortization expense for the years ended December 31, 2016, 2015 and 2014 was approximately $6.2 million, $3.3 million and $1.0 million, respectively, including approximately $0.3 million and $25,000 related to capitalized software development costs for the years ended December 31, 2016 and 2015, respectively. The Company did not have amortization expense related to capitalized software development costs for the year ended December 31, 2014.

During the year ended December 31, 2016, the Company recorded an impairment loss on intangible assets of approximately $2.7 million, which is included in impairment of purchased intangibles and other income (expense), net, in the consolidated statements of operations.

The following table represents details of the amortization of finite-lived intangible assets that is estimated to be expensed in the future (in thousands):



2017	$	6,451
2018	6,336
2019	6,251
2020	6,046
2021	4,881
Thereafter	9,782
Total	$	39,747

Fair Value Measurement of Assets and Liabilities

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurement of Assets and Liabilities

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). A fair value measurement reflects the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risk inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model.

The Company classifies inputs to measure fair value using a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) and is defined as follows:


Level 1:	Pricing inputs are based on quoted market prices for identical assets or liabilities in active markets (e.g., NYSE or NASDAQ). Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Pricing inputs include benchmark yields, trade data, reported trades and broker dealer quotes, two-sided markets and industry and economic events, yield to maturity, Municipal Securities Rule Making Board reported trades and vendor trading platform data. Level 2 includes those financial instruments that are valued using various pricing services and broker pricing information including Electronic Communication Networks and broker feeds.


Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources, including the Company’s own assumptions.

The 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 year ended December 31, 2016.

The following table summarizes the Company’s financial instruments measured at fair value on a recurring basis in accordance with the authoritative guidance for fair value measurements as of December 31, 2016 (in thousands):



	Balance as of December 31, 2016		Level 1
Assets:
Cash equivalents
Money market funds	$	35	$	35
Total cash equivalents	35		35



	Balance as of December 31, 2015		Level 1
Assets:
Cash equivalents
Money market funds	$	35	$	35
Total cash equivalents	35		35
Short-term investments	1,267		1,267
Total assets at fair value	$	1,302	$	1,302

As of December 31, 2016 and 2015, the Company had no outstanding foreign currency exchange forward contracts.

During the years ended December 31, 2016 and 2015, the Company recorded net foreign currency transaction losses and gains, respectively, of approximately $3.6 million and $1.1 million, net of the non-cash change in acquisition-related escrow, respectively, primarily related to outstanding intercompany loans that Ctrack has with certain of its subsidiaries, which are remeasured at each reporting period and payable upon demand. During the year ended December 31, 2014 the Company recorded net foreign currency transaction losses of approximately $0.2 million, primarily related to foreign currency losses on foreign currency denominated bank accounts.

All recorded gains and losses on foreign currency transactions are recorded in other income (expense), net, in the consolidated statements of operations.

Other Financial Instruments

On June 10, 2015, the Company issued $120.0 million of 5.50% convertible senior notes due 2020 (the “Novatel Wireless Notes”) (see Note 6). The Company carries the Novatel Wireless Notes at amortized cost. The debt and equity components of the Novatel Wireless Notes were measured using Level 3 inputs and are not measured on a recurring basis. The fair value of the liability component, which approximates the carrying value, of the Novatel Wireless Notes was $90.9 million and $82.5 million as of December 31, 2016 and 2015, respectively. On January 9, 2017, $119.8 million of the Novatel Wireless Notes were exchanged for newly issued 5.50% convertible senior notes due 2022 (the “Inseego Notes”) (see Note 6).

Debt

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Debt

Short-Term Borrowings

DigiCore Secured Banking Facility

DigiCore has a secured banking facility with Absa Bank Limited in South Africa (“Absa”), which had a maximum borrowing capacity of $1.7 million at December 31, 2016. The facility bears interest at the South Africa prime interest rate less 0.10% (10.40% at December 31, 2016) and is subject to renewal annually in April. At December 31, 2016 and 2015, $1.7 million and $1.5 million, respectively, was outstanding under this facility.

DigiCore Secured Overdraft Facility

DigiCore has a secured overdraft facility with Grindrod Bank Limited in South Africa, which had a maximum borrowing capacity of $1.5 million at December 31, 2016. The facility bears interest at the South Africa prime interest rate plus 1.00% (11.50% at December 31, 2016), requires monthly interest and, in certain instances, minimum principal payments. The facility is subject to renewal annually in September. At December 31, 2016 and 2015, $1.5 million and $1.8 million, respectively, was outstanding under this facility.

Long-Term Debt

Revolving Credit Facility

On October 31, 2014, the Company and one of its subsidiaries entered into a five-year senior secured revolving credit facility in the amount of $25.0 million (the “Revolver”) with Wells Fargo Bank, NA, as lender. Concurrently with the acquisition of FW, the Company amended the Revolver to include FW as a borrower and Loan Party, as defined by the agreement. On November 17, 2015, the Revolver was amended to increase the maximum borrowing capacity to $48.0 million.

The amount of borrowings that may be made under the Revolver is based on a borrowing base comprised of a specified percentage of eligible receivables. If, at any time during the term of the Revolver, the amount of borrowings outstanding under the Revolver exceeds the borrowing base then in effect, the Company is required to repay such borrowings in an amount sufficient to eliminate such excess. The Revolver includes $3.0 million available for letters of credit, $0.7 million of which was available for letters of credit at December 31, 2016.

The Company may borrow funds under the Revolver from time to time, with interest payable monthly at a base rate determined by using the daily three month LIBOR rate, plus an applicable margin of 3.00% to 3.50% depending on the Company’s liquidity as determined on the last day of each calendar month. The Revolver is secured by a first priority lien on substantially all of the assets of the Company and certain of its subsidiaries, subject to certain exceptions and permitted liens. The Revolver includes customary representations and warranties, as well as customary reporting and financial covenants.

There was no outstanding balance on the Revolver at December 31, 2016 and 2015. As of December 31, 2016, the Company had available borrowings of approximately $4.7 million and was in compliance with all financial covenants contained in the credit agreement.

On March 20, 2017, subsequent to the balance sheet date, the Revolver was amended (the “Amendment”). The Amendment, made at the Company’s request, amended and updated the financial covenants with respect to the liquidity requirements and EBITDA targets, among other things, in order to enable draw-downs by the Company from time to time. In exchange for such accommodations, the Amendment also decreased the aggregate amount available under the Revolver from $48.0 million to $10.0 million and increased the applicable margin to 4.00% when interest is based on the daily three month LIBOR rate and 1.5% when interest is based on the prime rate.

Convertible Senior Notes

On June 10, 2015, Novatel Wireless issued $120.0 million aggregate principal amount of Novatel Wireless Notes. The Company incurred issuance costs of approximately $3.9 million. The Company used a portion of the proceeds from the offering to finance its acquisition of Ctrack, to pay fees and expenses related to the acquisition, and for general corporate purposes.

The Novatel Wireless Notes are governed by the terms of an indenture, dated June 10, 2015 (the “Novatel Wireless Indenture”), entered into between Novatel Wireless, as issuer, Inseego Corp. and Wilmington Trust, National Association, as trustee (the “Trustee”). The Novatel Wireless Notes are senior unsecured obligations of Novatel Wireless and bear interest at a rate of 5.50% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015. The Novatel Wireless Notes will mature on June 15, 2020, unless earlier repurchased or converted. The Novatel Wireless Notes will be convertible into cash, shares of the Company’s common stock, or a combination thereof, at the election of the Company, at an initial conversion rate of 200.0000 shares of common stock per $1,000 principal amount of the Novatel Wireless Notes, which corresponds to an initial conversion price of $5.00 per share of the Company’s common stock.

The conversion rate is subject to adjustment from time to time upon the occurrence of certain events, including, but not limited to, the issuance of stock dividends and payment of cash dividends. At any time prior to the close of business on the business day immediately preceding December 15, 2019, holders may convert their Novatel Wireless Notes at their option only under the following circumstances:

(i)

during any calendar quarter commencing after the calendar quarter ended on September 30, 2015 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter equals or exceeds 130% of the conversion price on each applicable trading day;

(ii)

during the five consecutive business day period immediately after any five consecutive trading day period (the “Measurement Period”) in which the trading price per $1,000 principal amount of the Novatel Wireless Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day;


(iii)	upon the occurrence of certain corporate events specified in the Novatel Wireless Indenture; or


(iv)	if the Company has called the Novatel Wireless Notes for redemption.

On or after December 15, 2019, the holders may convert any of their Novatel Wireless Notes at any time prior to the close of business on the business day immediately preceding the maturity date.

The Company may redeem all or a portion of the Novatel Wireless Notes at its option on or after June 15, 2018 if the last reported sale price per share of the Company’s common stock equals or exceeds 140% of the conversion price for 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 prior to the date on which the Company provides written notice of redemption, at a redemption price equal to 100% of the principal amount of the Novatel Wireless Notes to be redeemed, plus any accrued and unpaid interest on such Novatel Wireless Notes, subject to the right of holders as of the close of business on an interest record date to receive the related interest. In addition, if the Company calls the Novatel Wireless Notes for redemption, a “make-whole fundamental change” (as defined in the Novatel Wireless Indenture) will be deemed to occur. As a result, the Company will, in certain circumstances, increase the conversion rate for holders who convert their Novatel Wireless Notes in connection with such redemption.

No “sinking fund” is provided for the Novatel Wireless Notes, which means that the Company is not required to periodically redeem or retire the Novatel Wireless Notes. If the Company undergoes a “fundamental change” (as defined in the Novatel Wireless Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their Novatel Wireless Notes in principal amounts of $1,000, or an integral multiple of $1,000 in excess thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Novatel Wireless Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date, subject to the right of holders as of the close of business on an interest record date to receive the related interest. In addition, every fundamental change is a make-whole fundamental change. As a result, the Company will, in certain circumstances, increase the conversion rate for holders who convert their Novatel Wireless Notes in connection with such fundamental change.

The Novatel Wireless Indenture also provides for 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 at least 25% in principal amount of the outstanding Novatel Wireless Notes, by notice to the Company and the Trustee, may declare the principal and accrued and unpaid interest on the outstanding Novatel Wireless Notes to be immediately due and payable. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal and accrued and unpaid interest of the Novatel Wireless Notes will automatically become immediately due and payable. Notwithstanding the foregoing, the Novatel Wireless Indenture provides that, to the extent the Company elects and for up to 60 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants consists exclusively of the right to receive special interest on the Novatel Wireless Notes at a rate equal to 0.50% per annum on the principal amount of the outstanding Novatel Wireless Notes.

In accordance with accounting guidance for debt with conversion and other options, the Company separately accounts for the liability and equity components of the Novatel Wireless Notes by allocating the proceeds between the liability component and the embedded conversion option, or equity component, due to its ability to settle the Novatel Wireless Notes in cash, common stock, or a combination of cash and common stock, at the Company’s option. The carrying amount of the liability component was calculated by measuring the fair value of a similar instrument that does not have an associated convertible feature. The allocation was performed in a manner that reflected the Company’s non-convertible debt borrowing rate for similar debt. The equity component of the Novatel Wireless Notes was recognized as a debt discount and represents the difference between the aggregate proceeds from the issuance of the Novatel Wireless Notes and the fair value of the liability of the Novatel Wireless Notes on the date of issuance. The excess of the aggregate principal amount of the liability component over its carrying amount, or debt discount, is amortized to interest expense using the effective interest method over five years, or the life of the Novatel Wireless Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification.

The Novatel Wireless Notes consisted of the following at December 31, 2016 (in thousands):



Liability component:
Principal	$	120,000
Less: unamortized debt discount and debt issuance costs	(29,092		)
Net carrying amount	$	90,908
Equity component	$	38,305

In connection with the issuance of the Novatel Wireless Notes, the Company incurred approximately $3.9 million of issuance costs, which primarily consisted of underwriting, legal and other professional fees, and allocated the costs to the liability and equity components based on the allocation of the proceeds. Of the approximately $3.9 million of issuance costs, approximately $1.3 million were allocated to the equity component and recorded as a reduction to additional paid-in capital and $2.6 million were allocated to the liability component and recorded as a decrease to the carrying amount of the liability component on the unaudited condensed consolidated balance sheet. The portion allocated to the liability component is amortized to interest expense over the expected life of the Novatel Wireless Notes using the effective interest method.

The Company determined the expected life of the debt was equal to the five-year term of the Novatel Wireless Notes. The effective interest rate on the liability component was 16.55% for the year ended December 31, 2016. The following table sets forth total interest expense recognized related to the Novatel Wireless Notes during the year ended December 31, 2016 (in thousands):



	Year Ended December 31,
	2016		2015
Contractual interest expense	$	6,600	$	3,667
Amortization of debt discount	7,920		4,400
Amortization of debt issuance costs	527		292
Total interest expense	$	15,047	$	8,359

On January 9, 2017, subsequent to the balance sheet date, in connection with the settlement of an exchange offer and consent solicitation with respect to the Novatel Wireless Notes, the Company issued approximately $119.8 million aggregate principal amount of the Inseego Notes. The Inseego Notes were issued in exchange for the approximately $119.8 million aggregate principal amount of outstanding Novatel Wireless Notes that were validly tendered and accepted for exchange and subsequently canceled. The Inseego Notes, and the common stock issuable upon conversion of such notes, were registered under the Securities Act of 1933, as amended, pursuant to a Registration Statement on Form S-4 (No. 333-214966) which was filed with the SEC on December 7, 2016 and declared effective by the SEC on January 4, 2017.

The Inseego Notes are governed by the terms of an indenture, dated January 9, 2017, between the Company, as issuer, and Wilmington Trust, National Association, as trustee (the “Trustee”). The Inseego Notes are senior unsecured obligations of the Company and bear interest from, and including, December 15, 2016, at a rate of 5.50% per year, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2017. The Inseego Notes will mature on June 15, 2022, unless earlier converted, redeemed or repurchased.

The Inseego Notes are subject to repurchase by the Company at the option of the holders on June 15, 2020 at a repurchase price in cash equal to 100% of the principal amount of the Inseego Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the optional repurchase date, subject to the right of holders of the Inseego Notes on a record date to receive interest through the corresponding interest payment date.

Because the exchange of the Novatel Wireless Notes for the Inseego Notes described above was treated as a debt modification in accordance with applicable FASB guidance (it was between a parent and a subsidiary company and for substantially identical notes), the Company did not recognize a gain or loss with respect to the issuance of the Inseego Notes. During the year ended December 31, 2016, the Company incurred approximately $1.1 million in connection with the issuance of the Inseego Notes, which is included in general and administrative expenses in the consolidated statements of operations.

Following the settlement of the exchange offer and consent solicitation, approximately $0.2 million aggregate principal amount of Novatel Wireless Notes remain outstanding. In connection with the exchange offer and consent solicitation, the Novatel Wireless Indenture and the Novatel Wireless Notes were amended to, among other things, eliminate certain events of default and substantially all of the restrictive covenants in the Novatel Wireless Indenture and the Novatel Wireless Notes, including the merger covenant, which sets forth certain requirements that must be met for Novatel Wireless to consolidate, merge or sell all or substantially all of its assets, and the reporting covenant, which requires Novatel Wireless to provide certain periodic reports to noteholders. The Novatel Wireless Indenture, as amended, also provides that the form of settlement of any conversions of the Novatel Wireless Notes will be elected by the Company.

DigiCore Mortgage Bond

DigiCore has a mortgage bond with Absa that is secured by certain property of DigiCore. The mortgage bond has a ten year term, expiring in December 2018, and bears interest at the South Africa prime rate minus 1.75% (8.75% at December 31, 2016). At December 31, 2016 and 2015, $0.6 million and $0.7 million, respectively, remained outstanding under the mortgage bond.

At December 31, 2016, the minimum calendar year principal payments and maturities of long-term debt were as follows (in thousands):



2017	$	238
2018	347
2019	—
2020	120,000
2021	—
Thereafter	—
Total	$	120,585

Income Taxes

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Loss before income taxes for the years ended December 31, 2016, 2015 and 2014 is comprised of the following (in thousands):



	Year Ended December 31,
	2016			2015			2014
Domestic	$	(51,265	)	$	(48,965	)	$	(39,513	)
Foreign	(8,922		)	(3,148		)	408
Loss before income taxes	$	(60,187	)	$	(52,113	)	$	(39,105	)

The provision for income taxes for the years ended December 31, 2016, 2015 and 2014 is comprised of the following (in thousands):



	Year Ended December 31,
	2016		2015			2014
Current:
Federal	$	—	$	—		$	—
State	—		(6		)	21
Foreign	185		81			16
Total current	185		75			37
Deferred:
Federal	156		—			—
State	—		—			—
Foreign	40		106			87
Total deferred	196		106			87
Provision for income taxes	$	381	$	181		$	124

The Company’s net deferred tax liabilities consist of the following (in thousands):



	December 31,
	2016			2015
Deferred tax assets:
Accrued expenses	$	2,881		$	3,455
Provision for excess and obsolete inventory	4,913			1,576
Depreciation and amortization	9,655			5,613
Net operating loss and tax credit carryforwards	105,143			96,848
Share-based compensation	2,203			1,685
Unrecognized tax benefits	1,510			1,407
Deferred tax assets	126,305			110,584
Deferred tax liabilities:
Convertible senior notes	(9,535		)	(12,207		)
Purchased intangible assets	(6,790		)	(6,868		)
Deferred tax liabilities	(16,325		)	(19,075		)
Valuation allowance	(114,419		)	(94,984		)
Net deferred tax liabilities	$	(4,439	)	$	(3,475	)

The Company recognizes federal, state and foreign current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year. The Company also recognizes federal, state and foreign deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carryforwards. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

The Company assesses whether a valuation allowance should be recorded against its deferred tax assets based on the consideration of all available evidence, using a “more likely than not” realization standard. The four sources of taxable income that must be considered in determining whether deferred tax assets will be realized are: (1) future reversals of existing taxable temporary differences (i.e., offset of gross deferred tax assets against gross deferred tax liabilities); (2) taxable income in prior carryback years, if carryback is permitted under the applicable tax law; (3) tax planning strategies; and (4) future taxable income exclusive of reversing temporary differences and carryforwards.

After a review of the four sources of taxable income described above and after being in a three year cumulative loss position at the end of 2015, the Company recognized a full valuation allowance against all of its U.S.-based and some foreign-based deferred tax assets.

At December 31, 2016 and 2015, the Company recognized valuation allowances of $19.3 million and $15.4 million, respectively, related to its deferred tax assets created in those respective years. As a result, no net income tax benefits resulted in the Company’s statements for operations from the operating losses created during those years.

The provision for income taxes reconciles to the amount computed by applying the statutory federal income tax rate of 34% in 2016, 2015 and 2014 to loss before income taxes as follows (in thousands):



	Year Ended December 31,
	2016			2015			2014
Federal tax benefit, at statutory rate	$	(20,463	)	$	(17,718	)	$	(13,447	)
State benefit, net of federal benefit	(293		)	(280		)	(1,054		)
Foreign tax rate difference	681			222			—
Change in valuation allowance	19,341			15,389			11,316
Change in fair value of warrant liability	—			—			1,203
Beneficial conversion feature	—			—			163
Research and development credits	(1,010		)	(796		)	3
Share-based compensation	418			752			2,402
Uncertain tax positions	—			—			(62		)
Change in state apportionment	—			2,561			(347		)
Other	1,707			51			(53		)
Provision for income taxes	$	381		$	181		$	124

At December 31, 2016, the Company has U.S. federal net operating loss carryforwards of approximately $239.3 million. Federal net operating loss carryforwards expire at various dates from 2029 through 2036. The Company has California net operating loss carryforwards of approximately $40.6 million, which expire at various dates from 2017 through 2036. The Company has Oregon net operating loss carryforwards of approximately $2.5 million, which begin to expire at various dates from 2030 through 2031. The Company has foreign net operating losses of approximately $35.7 million. Foreign net operating losses have no expiration date. The Company has California and Oregon research and development tax credit carryforwards of approximately $6.2 million and $0.1 million, respectively. The California tax credits have no expiration date. The Oregon tax credits begin to expire in 2020. The Company also has federal research and development tax credit carryforwards of approximately $4.8 million. The federal tax credits expire at various dates from 2027 through 2036.

Pursuant to Internal Revenue Code (“IRC”) Sections 382 and 383, annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a rolling three-year period. The analysis was performed for the period through September 15, 2016. The analysis did not identify any events of cumulative change in ownership during the review period. The Company will continue monitoring any future changes in stock ownership.

It is the Company’s intention to reinvest undistributed earnings of its foreign subsidiaries and thereby indefinitely postpone their remittance. Accordingly, no provision has been made for foreign withholding taxes on United States income taxes which may become payable if undistributed earnings of the foreign subsidiary were paid as dividends to the Company.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions. The Company recognizes the impact of an uncertain income tax position on an income tax return at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. No income tax benefit was recognized during the years ended December 31, 2016 and 2015. At December 31, 2016 and 2015, the Company did not have interest expense related to uncertain tax positions or a liability for unrecognized tax benefits. The Company does not expect changes to its uncertain tax position in the next twelve months.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):



Balance at December 31, 2013	$	35,500
Increases related to current and prior year tax positions	204
Settlements and lapses in statutes of limitations	(61		)
Balance at December 31, 2014	35,643
Increases related to current and prior year tax positions	160
Balance at December 31, 2015	35,803
Increases related to current and prior year tax positions	488
Balance at December 31, 2016	$	36,291

There are no tax benefits that, if recognized, would affect the effective tax rate that are included in the balances of unrecognized tax benefits at December 31, 2016.

The Company and its subsidiaries file U.S., state, and foreign income tax returns in jurisdictions with various statutes of limitations. The Company is also subject to various federal income tax examinations for the 2003 through 2015 calendar years due to the availability of net operating loss carryforwards. The Company believes appropriate provisions for all outstanding issues have been made for all jurisdictions and all open years. However, because audit outcomes and the timing of audit settlements are subject to significant uncertainty, the Company’s current estimate of the total amounts of unrecognized tax benefits could increase or decrease for all open years.

Stockholders' Equity

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Stockholders' Equity

Stockholders’ Equity

Preferred Stock

The Company has a total of 2,000,000 shares of preferred stock authorized for issuance at a par value of $0.001 per share. No preferred shares are currently issued or outstanding.

Common Shares Reserved for Future Issuance

The Company had reserved shares of common stock for possible future issuance as of December 31, 2016 and 2015 as follows:



	December 31,
	2016	2015
Common stock warrants outstanding	1,886,630	1,886,630
Stock options outstanding	6,356,203	6,084,836
Restricted stock units outstanding	2,975,800	960,203
Shares available for issuance pursuant to Novatel Wireless Notes	30,000,000	30,000,000
Shares available for future grants of awards under the 2015 Incentive Compensation Plan	1,332,035	1,074,602
Shares available for future grants of awards under the 2009 Omnibus Incentive Compensation Plan	3,871,666	3,956,060
Shares available under the 2000 Employee Stock Purchase Plan	89,676	879,241
Total shares of common stock reserved for issuance	46,512,010	44,841,572

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74567-122707

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

+ Details

Share-based Compensation

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share-based Compensation

During the year ended December 31, 2016, the Company granted awards under the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2009 Plan”). The Compensation Committee of the Board of Directors administers the plans.

Under the 2015 Incentive Compensation Plan (the “2015 Plan”) and the 2009 Plan, a maximum of 4,000,000 shares and 15,323,000 shares, respectively, 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 or other awards, including awards with alternative vesting schedules such as performance-based criteria.

For the years ended December 31, 2016, 2015 and 2014, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands):



	Year Ended December 31,
	2016		2015		2014
Cost of revenues	$	235	$	233	$	5
Research and development	868		1,003		654
Sales and marketing	707		579		247
General and administrative	2,778		2,963		1,384
Restructuring charges	—		1,572		1,298
Total	$	4,588	$	6,350	$	3,588

Stock Options

The Compensation Committee of the Board of Directors determines eligibility, vesting schedules and exercise prices for stock options granted. Stock options generally have a term of ten years and vest over a three- to four-year period.

In connection with the acquisition of FW, the Company granted inducement stock options to FW employees to acquire an aggregate of 323,000 shares of the Company’s common stock under the 2009 Plan. The inducement awards became effective upon the closing of the acquisition. These stock options granted to FW employees have an exercise price of $4.65 per share. The options have a ten-year term and will vest over a four-year period. In the event of termination of employment, all unvested options will terminate.

In connection with the acquisition of Ctrack, the Company assumed a number of employee stock options granted to both executive and non-executive employees of Ctrack. Under the 2015 Plan, the Company granted stock options to employees of Ctrack to replace the stock options previously granted by DigiCore (the “Replacement Options”). The Company adjusted the exercise price and number of shares originally granted by DigiCore in order to preserve the intrinsic value and stock-exercise ratio of such awards. For Replacement Options granted to executives, the vesting schedule was reset to four years and the expiration date was extended to ten years from the date of acquisition. For Replacement Options granted to non-executives, the vesting schedule remain unchanged and the expiration date was extended to ten years from the date of acquisition.

As a result of the Company granting Replacement Options at an exercise price that preserved the value of the options, these options were valued as in-the-money options. Due to limitations in the Black-Scholes model related to in-the-money options, the Company elected to value the options using the Hull-White I lattice model. The inherent advantage of a lattice model relative to the Black-Scholes model is that option exercises are modeled as being dependent on the evolution of the stock price and not solely on the amount of time that has passed since the grant date. The Hull-White I lattice model uses the same assumptions as the Black-Scholes model except it replaces the expected term with the suboptimal exercise factor and includes an additional assumption regarding the post-vesting termination rate.

Under the 2015 Plan, the Company also granted additional bonus stock options to Ctrack executives with a exercise price equal to the market price on the date of grant, a four-year vesting schedule, and an expiration date that occurs ten years from the acquisition date. The fair value of these options was determined using the Black-Scholes valuation model. No other shares have been granted under the 2015 Plan.

The following table presents the weighted-average assumptions used in the Hull-White I valuation model and the Black-Scholes valuation model by the Company in calculating the fair value of each Replacement Option and executive bonus stock option, respectively, granted under the 2015 Plan for the year ended December 31, 2015:



	Hull-White I
	Executive		Non-executive		Black-Scholes
Expected dividend yield	—	%	—	%	—	%
Risk-free interest rate	2.1	%	2.1	%	1.4	%
Volatility	64	%	64	%	67	%
Expected term (in years)	n/a		n/a		5.0
Suboptimal exercise factor	2.570		1.626		n/a
Post-vesting termination rate	3	%	3	%	n/a

The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of each stock option granted under the 2009 Plan:



	Year Ended December 31,
	2016		2015		2014
Expected dividend yield	—	%	—	%	—	%
Risk-free interest rate	1.7	%	1.4	%	1.4	%
Volatility	79	%	69	%	80	%
Expected term (in years)	5.0		4.5		4.6

The weighted-average fair value of stock option awards granted under all plans during the years ended December 31, 2016, 2015 and 2014 was $1.05, $1.63 and $1.48, respectively.

The following table summarizes the Company’s stock option activity under all plans for the years ended December 31, 2016 and 2015 (dollars in thousands, except per share data):



	Stock Options Outstanding		Weighted-Average Exercise Price Per Option		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding — December 31, 2014	3,064,880		$	5.27
Granted	6,656,737		3.02
Exercised	(273,005	)	2.26
Canceled	(3,363,776	)	5.14
Outstanding — December 31, 2015	6,084,836		3.01
Granted	1,051,550		1.65
Exercised	(78,384	)	1.12
Canceled	(701,799	)	4.35
Outstanding — December 31, 2016	6,356,203		$	2.64	7.94	$	3,592
Vested and Expected to Vest — December 31, 2016	5,729,553		$	2.72	7.84	$	3,180
Exercisable — December 31, 2016	2,461,614		$	3.69	6.58	$	1,023

The total intrinsic value of stock options exercised to purchase common stock during the years ended December 31, 2016, 2015 and 2014 was approximately $0.1 million, $0.9 million and $0.1 million, respectively. As of December 31, 2016, total unrecognized share-based compensation expense related to non-vested stock options was $4.1 million, which is expected to be recognized over a weighted-average period of approximately 2.6 years. The Company recognized approximately $2.2 million, $3.2 million and $0.8 million of share-based compensation expense related to the vesting of stock option awards during the years ended December 31, 2016, 2015 and 2014, respectively.

Restricted Stock Units

Pursuant to the 2015 Plan and the 2009 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow for employees and non-employee directors to receive common stock. Issuances of such awards reduce common stock available under the 2015 Plan and 2009 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.

A summary of restricted stock unit activity under all plans for the year ended December 31, 2016 is presented below:



	Number of Shares		Weighted-Average Grant-Date Fair Value
Non-vested — December 31, 2015	960,203		$	3.39
Granted	2,914,000		1.62
Vested	(461,866	)	3.30
Forfeited	(436,537	)	2.03
Non-vested — December 31, 2016	2,975,800		$	1.87

During the years ended December 31, 2015 and 2014, the weighted-average grant-date fair value of RSUs granted was $4.55 (net of immediately vesting RSUs granted as payment to the Company’s U.S. employees for their retention bonus in the third quarter of 2015) and $2.16, respectively. During the years ended December 31, 2016, 2015 and 2014, the total fair value of shares vested was $0.9 million, $3.1 million (net of immediately vesting RSUs granted as payment to the Company’s U.S. employees for their retention bonus in the third quarter of 2015) and $3.0 million, respectively.

As of December 31, 2016, there was $3.1 million of unrecognized share-based compensation expense related to non-vested RSUs, which is expected to be recognized over a weighted-average period of 2.7 years. The Company recognized approximately $2.0 million, $2.8 million and $2.9 million of share-based compensation expense related to the vesting of RSUs during the years ended December 31, 2016, 2015 and 2014, respectively.

2000 Employee Stock Purchase Plan

The ESPP permits eligible employees of the Company to purchase newly issued shares of common stock, at a price equal to 85% of the lower of the fair market value on (i) the first day of the offering period or (ii) the last day of each six-month purchase period, through payroll deductions of up to 10% of their annual cash compensation. Under the ESPP, a maximum of 4,074,000 shares of common stock may be purchased by eligible employees.

The Company terminated the ESPP in 2012 due to a lack of available shares but subsequently reinstated the ESPP in August 2014. During the years ended December 31, 2016, 2015 and 2014, the Company issued 789,565 shares, 506,100 shares and 114,791 shares, respectively, under the ESPP. The Company recognized approximately $0.4 million, $0.4 million and $0.1 million of share-based compensation expense related to the ESPP during the years ended December 31, 2016, 2015 and 2014, respectively.

- Definition

The entire disclosure for compensation-related costs for equity-based compensation, which may include disclosure of policies, compensation plan details, allocation of equity compensation, incentive distributions, equity-based arrangements to obtain goods and services, deferred compensation arrangements, employee stock ownership plan details and employee stock purchase plan details.

+ References + Details

Earnings Per Share

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Earnings Per Share

Basic earnings per share (“EPS”) excludes dilution and is computed by dividing net income (loss) attributable to common shareholders 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 of 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.

The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data):



	Year Ended December 31,
	2016			2015			2014
Net loss attributable to common shareholders	$	(60,573	)	$	(52,286	)	$	(39,674	)
Weighted-average common shares outstanding	53,911,270			52,767,230			37,958,846
Basic and diluted net loss per share attributable to common shareholders	$	(1.12	)	$	(0.99	)	$	(1.05	)

For the years ended December 31, 2016, 2015 and 2014 the computation of diluted EPS excluded 11,218,633 shares, 8,931,669 shares and 8,810,706 shares, respectively, related to warrants, stock options and RSUs as their effect would have been anti-dilutive.

Securities Purchase Agreement

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Securities Purchase Agreement

Securities Purchase Agreement and Warrant Issues

On September 3, 2014, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with HC2 Holdings 2, Inc., a Delaware corporation (the “Investor”), pursuant to which, on September 8, 2014, the Company sold to the Investor (i) 7,363,334 shares of the Company’s common stock, par value $0.001 per share, (ii) a warrant to purchase 4,117,647 shares of the Company’s common stock at an exercise price of $2.26 per share (the “2014 Warrant”) and (iii) 87,196 shares of the Company’s Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred Stock”), all at a purchase price of (a) $1.75 per share of common stock plus, in each case, the related 2014 Warrant and (b) $17.50 per share of Series C Preferred Stock, for aggregate gross proceeds of approximately $14.4 million (collectively, the “Financing”).

Due to insufficient authorized shares to satisfy the exercise of the instrument in full at the time of issuance, the Company determined that the instrument should be treated as a derivative instrument as of September 30, 2014. Liability classification was required because share settlement was not within the control of the Company and the 2014 Warrant was not considered to be “indexed to the company’s own stock” and therefore did not qualify for the exemptions provided by ASC 815, Derivatives and Hedges (“ASC 815”). As such the warrants were recorded at fair value with any changes in fair value being recognized in earnings.

On November 17, 2014 (the “Approval Date”), at a Special Meeting of the Stockholders, the Company received stockholder approval to increase the number of authorized shares of the Company’s common stock. With this approval, the Company had a sufficient amount of authorized shares to satisfy the exercise of the instrument in full. As a result, the Company performed a final re-measurement of the 2014 Warrant to fair value and then reclassified the fair value to additional paid-in capital.

Because the 2014 Warrant had no comparable market data to determine fair value, the Company hired an independent valuation firm to assist with the valuation of the 2014 Warrant at the measurement date and as of the Approval Date. The primary factors used to determine the fair value included: (i) the fair value of the Company’s common stock; (ii) the volatility of the Company’s common stock; (iii) the risk free interest rate; (iv) the estimated likelihood and timing of exercise; and (v) the estimated likelihood and timing of a future financing arrangement. Increases in the market value of the Company’s common stock and volatility, which have the most impact on the fair value of the 2014 Warrant, would cause the fair value of the 2014 Warrant to change. While classified as a liability, the 2014 Warrant was measured at fair value on a recurring basis and any unrealized losses were recognized in earnings as other expense. During the year ended December 31, 2014, the Company recorded a change in fair value of $3.3 million related to the 2014 Warrant, primarily as a result of an increase in the market value of the Company’s common stock.

The following table shows the change to the fair value of the 2014 Warrant during the year ended December 31, 2014 (in thousands):



Balance at September 8, 2014 (Transaction Date)	$	4,939
Change in fair value	3,280
Balance at November 17, 2014 (Approval Date)	8,219
Reclassification to additional paid-in-capital	(8,219		)
Balance at December 31, 2014	$	—

On March 26, 2015, the Investor exercised a portion of the 2014 Warrant to purchase 3,824,600 shares of the Company’s common stock at an exercise price of $2.26 per share for total proceeds of $8.6 million.

On March 26, 2015, in order to induce the Investor to exercise the 2014 Warrant for cash in connection with the acquisition of FW, the Company issued to the Investor a new warrant (the “2015 Warrant”) to purchase 1,593,583 shares of the Company’s common stock at an exercise price of $5.50 per share.

The 2015 Warrant will be exercisable into shares of the Company’s common stock during the period commencing on September 26, 2015 and ending on March 26, 2020, the expiration date of the 2015 Warrant. The 2015 Warrant will generally only be exercisable on a cash basis; provided, however, that the 2015 Warrant may be exercised on a cashless basis if and only if a registration statement relating to the issuance of the shares underlying the 2015 Warrant is not then effective or an exemption from registration is not available for the resale of such shares. The 2015 Warrant may be exercised by surrendering to the Company the certificate evidencing the 2015 Warrant to be exercised with the accompanying exercise notice, appropriately completed, duly signed and delivered, together with cash payment of the exercise price, if applicable.

The Company reviewed the terms of the 2015 Warrant to determine whether or not it met the criteria of a derivative instrument under ASC 815. Pursuant to this guidance, the Company has determined that the 2015 Warrant does not require liability accounting and has classified the warrant as equity.

Because the 2015 Warrant has no comparable market data to determine fair value, the Company hired an independent valuation firm to assist with the valuation of the 2015 Warrant at March 26, 2015, the issuance date of the warrant. The primary factors used to determine the fair value include: (i) the fair value of the Company’s common stock; (ii) the volatility of the Company’s common stock; (iii) the risk free interest rate and (iv) the estimated likelihood and timing of exercise.

The 2015 Warrant was issued in connection with the cash exercise of the 2014 Warrant, and accordingly, the fair value of the 2015 Warrant of $3.5 million was considered cost of capital and netted against the $8.6 million aggregate proceeds received from the exercise of the 2014 Warrant.

Contingently Redeemable Convertible Series C Preferred Stock

In connection with the Financing the Company issued 87,196 shares of Series C Preferred Stock at $17.50 per share, initially convertible, subject to adjustments, into 871,960 shares of common stock.

On November 17, 2014, at a Special Meeting of the Stockholders, the Company received stockholder approval to increase the number of authorized shares of the Company’s common stock from 50,000,000 shares to 100,000,000 shares and each share of Series C Preferred Stock then outstanding automatically converted into ten shares of common stock. Upon conversion, the Company reclassified the Series C Preferred Stock out of mezzanine equity into permanent equity and recognized a beneficial conversion feature (“BCF”) of $0.4 million in equity due to the resolution of the contingent BCF embedded within the Series C Preferred Stock.

Commitments and Contingencies

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Capital Leases

The Company has vehicles and equipment under capital leases that were assumed through its acquisitions of Ctrack. The future minimum payments under capital leases were as follows at December 31, 2016 (in thousands):



2017	$	952
2018	509
2019	506
Total minimum capital lease payments	1,967
Less: amounts representing interest	(235		)
Present value of net minimum capital lease payments	1,732
Less: current portion	(465		)
Long-term portion	$	1,267

Operating Leases

The Company leases its office space and certain equipment under non-cancellable operating leases with various terms through 2020. The minimum annual rent on the Company’s office space is subject to increases based on stated rental adjustment terms, property taxes and operating costs and contains rent concessions. For financial reporting purposes, rent expense is recognized on a straight-line basis over the term of the lease. Accordingly, rent expense recognized in excess of rent paid is reflected as deferred rent. During the years ended December 31, 2016, 2015 and 2014, rent expense under operating leases was $4.1 million, $3.3 million and $3.0 million, respectively. The Company’s office space lease contains incentives in the form of reimbursement from the landlord for a portion of the costs of leasehold improvements incurred by the Company which are recorded to rent expense on a straight-line basis over the term of the lease.

The future minimum payments under non-cancellable operating leases were as follows at December 31, 2016 (in thousands):



2017	$	3,082
2018	2,469
2019	2,006
2020	329
Total	$	7,886

Employee Retention Matters

In connection with the Company’s turnaround efforts, and to retain and encourage employees to assist the Company with its efforts, the Company’s Compensation Committee approved an all-employee retention bonus plan in 2014 (“2014 Retention Bonus Plan”) based on achieving certain financial and cash targets. The financial metrics had to be met for two consecutive quarter periods during the three quarter periods ending March 31, 2015. At December 31, 2014, the Company accrued approximately $5.5 million of the maximum total target bonus expense based on the Company’s financial results for the quarter ended December 31, 2014 and the assessment of the probability of the achievement of the remaining metrics in March 31, 2015. The total bonus expense of approximately $10.7 million was recognized over the requisite service period, $5.2 million of which was recognized during the year ended December 31, 2015. In the third quarter of 2015, the Company paid U.S. employees their bonuses with 2,158,436 net shares of the Company’s common stock. Non-U.S. employees receive cash bonus payments.

Legal

The Company is, from time to time, party to various legal proceedings arising in the ordinary course of business. The Company records a loss when information indicates that a loss is both probable and estimable. Where a liability is probable and there is a range of estimated loss with no best estimate in the range, the Company records the minimum estimated liability related to the claim. As additional information becomes available, the Company assesses the potential liability related to the Company’s pending litigation and revises its estimates, if necessary. The Company expenses litigation costs as incurred.

The Company is currently named as a defendant or co-defendant in some patent infringement lawsuits in the United States and is indirectly participating in other U.S. patent infringement actions pursuant to its contractual indemnification obligations to certain customers. Based on an evaluation of these matters and discussions with the Company’s intellectual property litigation counsel, the Company believes that liabilities arising from or sums paid in settlement of these existing matters would not have a material adverse effect on its consolidated results of operations or financial condition, other than those discussed below.

On September 15, 2008 and September 18, 2008, two putative securities class action lawsuits were filed in the U.S. District Court for the Southern District of California (the “Court”) on behalf of alleged stockholders of the Company. On December 11, 2008, these lawsuits were consolidated into a single action and in May 2010, the consolidated lawsuits were captioned the case In re Novatel Wireless Securities Litigation (the “Litigation”). The Litigation was filed on behalf of persons who purchased the Company’s common stock between February 27, 2007 and September 15, 2008.

On June 23, 2014, the Court entered its judgment approving a final settlement agreement with respect to the Litigation. The settlement agreement does not admit any liability, and the Company and the individual defendants continue to deny any and all liability. Under the terms of the settlement agreement, the plaintiff class agreed to settle all claims asserted in the Litigation and granted the defendants and released parties a full and complete release in exchange for (i) a cash payment of $6.0 million to the plaintiff’s class, approximately $1.7 million of which was to be funded by the Company’s insurers, (ii) the issuance of unrestricted and freely tradable shares of the Company’s stock with an aggregate value of $5.0 million and (iii) the issuance of a $5.0 million secured promissory note, which such note shall have a 30-month maturity, carrying interest at 5% per annum, payable quarterly, and being secured by the accounts receivable of the Company.

On July 1, 2014, the Company and the individual defendants filed a motion to amend the judgment entered on June 23, 2014, specifically requesting the Court to amend the effective date of such judgment to June 20, 2014, the date the court held the final approval hearing. The Court granted this motion on July 8, 2014, and the judgment date was deemed entered on June 20, 2014.

On July 8, 2014, the Company funded the cash portion of the settlement with $4.3 million of Company cash and $1.7 million previously funded into escrow by the Company’s insurers. On July 17, 2014, the Company issued 2,407,318 unrestricted shares of the Company’s common stock to the class members in satisfaction of the $5.0 million stock payment. The Company also issued a $5.0 million secured promissory note on July 8, 2014, which was paid off by the Company during the fourth quarter of 2014.

On November 17, 2014, the Court granted Plaintiff’s motion to enforce the Settlement and the Court agreed with the Plaintiffs to use an intra-day trading price of the Company’s stock for valuation purposes and not the closing price, and accordingly, the Company owed $0.8 million which was paid by the Company on December 16, 2014.

As of December 31, 2015, there were no further liabilities accrued in connection with the Litigation.

On May 27, 2015, a patent infringement action was brought against Novatel Wireless and its customers, AT&T and Verizon Wireless, in the Southern District of Florida by Carucel Investments, L.P. (“Carucel”), a non-practicing entity (Carucel Investments, L.P. v. Novatel Wireless, Inc., et al., U.S.D.C. S.D. Florida, Civil Action No. 0:15-cv-61116-BB). The complaint alleges that certain MiFi mobile hotspots manufactured by Novatel Wireless infringe claims of patents owned by Carucel. Venue in the case was subsequently transferred to the Court, and AT&T was later dismissed as a defendant. The litigation is proceeding against Novatel Wireless and Verizon Wireless, and a jury trial is scheduled for April 2017. Carucel is currently seeking royalty damages of approximately $43 million, and the Company has certain indemnification obligations with respect to Verizon Wireless. As this case has approached trial, over the past five months Carucel has significantly increased the amount of damages it is seeking. Novatel Wireless does not believe its MiFi mobile hotspot devices infringe any valid claim in Carucel’s patents, and does not believe that the damages sought in this case represent reasonable royalty amounts even if such infringement existed. Novatel Wireless has vigorously denied any liability. However, there can be no assurance as to the ultimate outcome of this litigation, and an adverse judgment could have a material adverse effect on our business, results of operations, financial condition and cash flows. The Company determined that a loss is neither probable nor estimable and therefore a liability related to this case has not been recorded.

On September 26, 2016, the Company settled a breach of contract claim alleging that the Company had failed to pay certain royalties on hardware products sold by its subsidiary, Enfora, Inc. Under the terms of the settlement agreement, the Company is required to pay an aggregate settlement amount of $2.8 million, $2.1 million of which remained outstanding as of December 31, 2016 and is included in accrued expenses and other current liabilities and in other long-term liabilities in the consolidated balance sheets, and is payable in eight equal quarterly installments. The contract underlying the claim has now been terminated.

Geographic Information and Concentrations of Risk

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Geographic Information and Concentrations of Risk

Geographic Information

The following table details the geographic concentration of the Company’s assets (in thousands):



	December 31,
	2016		2015
United States and Canada	$	71,564	$	112,424
South Africa	63,693		60,580
Other	23,459		25,749
	$	158,716	$	198,753

The following table details the geographic concentration of the Company’s net revenues based on shipping destination:



	Year Ended December 31,
	2016		2015		2014
United States and Canada	72.9	%	89.1	%	91.2	%
South Africa	16.6		4.6		—
Other	10.5		6.3		8.8
	100.0	%	100.0	%	100.0	%

Concentrations of Risk

For the years ended December 31, 2016, 2015 and 2014, one customer accounted for 53.9%, 53.6% and 51.6% of net revenues, respectively. At December 31, 2016 and 2015, one customer accounted for 42.8% and 17.4% of total accounts receivable, respectively.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8981-108599

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9038-108599

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 33
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8971-108599

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 12
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8595-108599

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8380-108599

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 35
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8984-108599

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9031-108599

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e9054-108599

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8538-108599

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 29
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8864-108599

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8924-108599

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-URI http://asc.fasb.org/extlink&oid=68060357&loc=d3e8906-108599

+ Details

Retirement Savings Plan	12 Months Ended
Retirement Savings Plan	Dec. 31, 2016
Compensation and Retirement Disclosure [Abstract]
Retirement Savings Plan	Retirement Savings Plan The Company has a defined contribution 401(k) retirement savings plan (the “Plan”). Substantially all of the Company’s U.S. employees are eligible to participate in the Plan after meeting certain minimum age and service requirements. The Company suspended the employer matching program on August 1, 2014. Effective January 1, 2016, the Company reinstated the employer matching program and matches 50% of the first 6% of an employee’s designated deferral of their eligible compensation. Employees may make discretionary contributions to the Plan subject to Internal Revenue Service limitations. Employer matching contributions under the Plan amounted to approximately $0.6 million and $0.6 million for the years ended December 31, 2016 and 2014, respectively. Employer matching contributions vested over a two-year period prior to January 1, 2016 and vest immediately beginning January 1, 2016.

Restructuring

12 Months Ended

Dec. 31, 2016

Restructuring and Related Activities [Abstract]

Restructuring

In September 2013, the Company commenced certain restructuring initiatives including the closure of the Company’s development site in Calgary, Canada, and the consolidation of certain supply chain management activities (the “2013 Initiatives”). The 2013 Initiatives cost a total of approximately $6.6 million and were completed in December 2016.

In August 2015, the Company approved a restructuring initiative to better position the Company to operate in current market conditions and more closely align operating expenses with revenues, which included employee severance costs and facility exit related costs. In the fourth quarter of 2015, the Company commenced certain initiatives relating to the reorganization of executive level management, which included, among other actions, the replacement of the former Chief Executive Officer (collectively, the “2015 Initiatives”). The Company continued these initiatives in 2016 with a reduction-in-force and the completion of the closure of its facility in Richardson, TX. The 2015 Initiatives are expected to cost a total of approximately $5.0 million and be completed when the Richardson, TX lease expires in June 2020.

In April 2016, the Company commenced certain restructuring initiatives to consolidate the operations of Ctrack with those of the Company, including the closure of the Company’s manufacturing operations in Durban, South Africa resulting in a reduction-in-force. In July 2016, the Company commenced certain restructuring initiatives intended to improve its strategic focus on its most profitable business lines while de-prioritizing certain hardware-only product lines to non-carrier customers, including a reduction-in-force (collectively with the Durban facility closure, the “2016 Initiatives”). The 2016 Initiatives cost a total of approximately $1.0 million and were completed in December 2016.

The following table sets forth activity in the restructuring liability for the year ended December 31, 2016 (in thousands):



	Balance at December 31, 2015		Costs Incurred		Payments			Non-cash		Translation Adjustment		Balance at December 31, 2016		Cumulative Costs Incurred to Date
2013 Initiatives
Employee Severance Costs	$	—	$	—	$	—		$	—	$	—	$	—	$	3,986
Facility Exit Related Costs	72		5		(77		)	—		—		—		2,630

2015 Initiatives
Employee Severance Costs	1,330		539		(1,428		)	—		14		455		4,130
Facility Exit Related Costs	328		485		(384		)	159		—		588		866

2016 Initiatives
Employee Severance Costs	—		958		(958		)	—		—		—		958
Total	$	1,730	$	1,987	$	(2,847	)	$	159	$	14	$	1,043	$	12,570

The balance of the restructuring liability at December 31, 2016 consists of approximately $0.8 million included in accrued expenses and other current liabilities in the consolidated balance sheet and approximately $0.2 million included in long-term liabilities in the consolidated balance sheet.

In the fourth quarter of 2016, the Company wrote down the value of certain inventory by approximately $11.5 million related to the abandonment of certain Enfora product lines that management decided to exit. The Company accounted for the adjustment in accordance with the ASC 330, Inventory, and included the adjustment in impairment of abandoned product line within cost of net revenues in the consolidated statements of operations.

In February 2017, subsequent to the balance sheet date, the Company commenced certain restructuring initiatives intended to continue to improve its strategic focus on its most profitable business lines and consolidate operations of its subsidiaries with those of the Company, including a reduction-in-force (the “2017 Initiative”). The 2017 Initiative is expected to cost a total of approximately $0.9 million and be completed in September 2017.

Quarterly Financial Information (Unaudited)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Quarterly Financial Information (Unaudited)

The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2016 and 2015:



	2016
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter

	(in thousands, except per share amounts)
Net revenues	$	66,944		$	62,811		$	60,881		$	52,919
Gross profit	21,183			23,238			22,924			8,983
Net loss attributable to common shareholders	(11,904		)	(2,701		)	(18,567		)	(27,401		)
Basic and diluted net loss per share attributable to common shareholders	$	(0.22	)	$	(0.05	)	$	(0.34	)	$	(0.50	)

	2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter

	(in thousands, except per share amounts)
Net revenues⁽¹⁾	$	53,494		$	51,667		$	54,267		$	61,514
Gross profit	12,634			15,323			14,468			16,528
Net loss attributable to common shareholders	(7,826		)	(9,220		)	(20,847		)	(14,393		)
Basic and diluted net loss per share attributable to common shareholders	$	(0.17	)	$	(0.17	)	$	(0.38	)	$	(0.26	)


⁽¹⁾	Net revenues for the second and third quarter of 2015 have been retrospectively revised by $3.1 million and $0.3 million, respectively, to correct an immaterial error of certain contra revenue, previously reported within costs of net revenues, as a decrease to net revenues.

Schedule II - Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2016

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

INSEEGO CORP.

SCHEDULE II—Valuation and Qualifying Accounts

(in thousands)



	Balance At Beginning of Year		Additions Charged to Operations		Deductions			Effect of Change in Foreign Currency Exchange Rates		Balance At End of Year
Allowance for Doubtful Accounts:
December 31, 2016	$	601	$	1,136	$	(112	)	$	35	$	1,660
December 31, 2015	217		422		(38		)	—		601
December 31, 2014	2,449		86		(2,318		)	—		217
Reserve for Excess and Obsolete Inventory:
December 31, 2016	4,169		14,797		(4,961		)	34		14,039
December 31, 2015	5,468		1,043		(2,342		)	—		4,169
December 31, 2014	8,132		3,382		(6,046		)	—		5,468
Deferred Tax Asset Valuation Allowance:
December 31, 2016	94,984		19,341		—			94		114,419
December 31, 2015	90,774		17,903		(13,693		)	—		94,984
December 31, 2014	79,458		11,316		—			—		90,774

Nature of Business and Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2016

Accounting Policies [Abstract]

Basis of Presentation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

Segment Information

Cash and Cash Equivalents

Allowance for Doubtful Accounts Receivable

Inventories and Provision for Excess and Obsolete Inventory

Property, Plant and Equipment

Rental Assets

Software Development Costs and Internal Use Software

Software Development Costs

Internal Use Software

Intangible Assets

Long-Lived Assets

Derivative Financial Instruments

Criterion #1 — Persuasive evidence of an arrangement must exist;

Criterion #2 — Delivery has occurred;

Criterion #3 — The seller’s price to the buyer must be fixed or determinable; and

Criterion #4 — Collectability is reasonably assured.


•	the Company is primarily responsible for the service to the customer;


•	the Company has discretion in establishing fees paid by the customer; and


•	the Company is involved in the determination of product or service specifications.

Provision for Warranty Costs

Foreign Currency Transactions and Translation

Foreign Currency Transactions

Foreign Currency Translation

Income Taxes

Share-Based Compensation

Compensation cost associated with grants of restricted stock units are measured at fair value, which has historically been the closing price of the Company’s stock on the date of grant.

Net Loss Per Share Attributable to Common Shareholders

Fair Value of Financial Instruments

Comprehensive Loss

Comprehensive loss consists of net earnings, foreign currency translation adjustments and unrealized gains and losses on available-for-sale securities.

Recent Accounting Pronouncements

Fair Value Measurement


Level 1:	Pricing inputs are based on quoted market prices for identical assets or liabilities in active markets (e.g., NYSE or NASDAQ). Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:


Level 3:	Pricing inputs include significant inputs that are generally less observable from objective sources, including the Company’s own assumptions.

Acquisitions (Tables)

12 Months Ended

Dec. 31, 2016

Business Acquisition [Line Items]

Business Acquisition, Pro Forma Information

Pro Forma Summary



	Year Ended December 31,
	2016			2015
Net revenues	$	243,555		$	276,115
Net loss	$	(60,568	)	$	(48,105	)

DigiCore/Ctrack

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands):



	October 5, 2015
Cash	$	2,437
Accounts receivable	15,052
Inventory	11,361
Property, plant and equipment	5,924
Rental assets	6,603
Intangible assets	28,270
Goodwill	29,273
Other assets	5,695
Bank facilities	(2,124		)
Accounts payable	(7,446		)
Accrued and other liabilities	(15,018		)
Noncontrolling interests	(39		)
Net assets acquired	$	79,988

Set forth below is supplemental purchase consideration information related to the Ctrack acquisition (in thousands):



	Year Ended December 31, 2015
Cash payments	$	79,365
Fair value of replacement equity awards issued to Ctrack employees for preacquisition services	623
Total purchase price	$	79,988

Schedule of Intangible Assets Acquired as Part of Business Combination

The following table sets forth the components of intangible assets acquired in connection with the Ctrack acquisition (dollars in thousands):



	Amount Assigned		Amortization Period (in years)
Finite-lived intangible assets:
Developed technologies	$	10,170	6.0
Trade name	14,030		10.0
Customer relationships	4,070		5.0
Total intangible assets acquired	$	28,270

Business Acquisition [Line Items]

Schedule of Business Acquisitions, by Acquisition

Set forth below is supplemental purchase consideration information related to the FW acquisition (in thousands):



Cash payments	$	9,268
Future issuance of common stock	15,000
Other assumed liabilities	509
Total purchase price	$	24,777

The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands):



	March 27, 2015
Cash	$	205
Accounts receivable	3,331
Inventory	10,008
Property, plant and equipment	535
Intangible assets	18,880
Goodwill⁽¹⁾	3,949
Other assets	544
Accounts payable	(7,494		)
Accrued and other liabilities⁽¹⁾	(1,916		)
Deferred revenues	(270		)
Note payable	(2,575		)
Capital lease obligations	(420		)
Net assets acquired	$	24,777

Schedule of Intangible Assets Acquired as Part of Business Combination

The following table sets forth the components of intangible assets acquired in connection with the FW acquisition (dollars in thousands):



	Amount Assigned		Amortization Period (in years)
Finite-lived intangible assets:
Developed technologies	$	3,660	6.0
Trademarks	4,700		10.0
Customer relationships	8,500		10.0
Indefinite-lived intangible assets:
In-process research and development	2,020
Total intangible assets acquired	$	18,880

Financial Statement Details (Tables)

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Summary of Inventories

Inventories consist of the following (in thousands):



	December 31,
	2016		2015
Finished goods	$	19,277	$	47,094
Raw materials and components	11,865		8,743
	$	31,142	$	55,837

Summary of Property, Plant and Equipment and Rental Assets

Rental assets consist of the following (in thousands):



	December 31,
	2016			2015
Rental assets	$	11,115		$	7,189
Less—accumulated depreciation	(4,112		)	(1,034		)
	$	7,003		$	6,155

Property, plant and equipment consists of the following (in thousands):



	December 31,
	2016			2015
Land	$	260		$	229
Buildings	2,363			2,084
Test equipment	23,115			47,243
Computer equipment and purchased software	4,373			11,399
Product tooling	409			3,832
Furniture and fixtures	915			2,151
Vehicles	1,746			1,042
Leasehold improvements	243			3,664
	33,424			71,644
Less—accumulated depreciation and amortization	(25,032		)	(62,832		)
	$	8,392		$	8,812

Summary of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in thousands):



	December 31,
	2016		2015
Royalties	$	1,544	$	2,740
Payroll and related expenses	5,315		4,406
Warranty obligations	480		932
Market development funds and price protection	320		2,805
Professional fees	4,793		1,060
Deferred revenue	1,656		1,836
Restructuring	837		1,044
Acquisition-related liabilities	7,912		5,274
Divestiture-related liabilities	463		—
Other	4,577		5,516
	$	27,897	$	25,613

Summary of Accrued Warranty Obligations

Accrued warranty obligations consist of the following (in thousands):



	Year Ended December 31,
	2016			2015
Accrued warranty obligations at beginning of period	$	932		$	1,196
Additions charged to operations	821			1,090
Deductions from liability	(1,262		)	(1,354		)
Effect of change in foreign currency exchange rates	(11		)	—
Accrued warranty obligations at end of period	$	480		$	932

Goodwill and Other Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

A summary of the activity in goodwill is presented below (in thousands):



Balance at December 31, 2014	$	—
Acquisition of Ctrack	29,273
Acquisition of FW	3,754
Effect of change in foreign currency exchange rates	(3,507		)
Balance at December 31, 2015	$	29,520
Ctrack adjustment⁽¹⁾	1,236
FW adjustment	195
Effect of change in foreign currency exchange rates	3,477
Balance at December 31, 2016	$	34,428

Schedule of Intangible Assets

The Company’s intangible assets are comprised of the following (in thousands):



	December 31, 2016
	Weighted-Average Life (in years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Finite-lived intangible assets:
Developed technologies	5.5	$	17,247	$	(7,042	)	$	10,205
Trademarks and trade names	9.2	23,043		(6,905		)	16,138
Customer relationships	8.3	13,046		(2,993		)	10,053
Capitalized software development costs	5.0	3,579		(511		)	3,068
Other	2.7	828		(545		)	283
Total finite-lived intangible assets		$	57,743	$	(17,996	)	39,747
Indefinite-lived intangible assets:
In-process capitalized software development costs							536
Total intangible assets							$	40,283



	December 31, 2015
	Weighted-Average Life (in years)	Gross Carrying Value		Accumulated Amortization			Net Carrying Value
Finite-lived intangible assets:
Developed technologies	5.3	$	19,065	$	(7,307	)	$	11,758
Trademarks and trade names	9.2	21,267		(4,383		)	16,884
Customer relationships	8.4	12,562		(1,270		)	11,292
Capitalized software development costs	5.0	1,010		(181		)	829
Other	1.9	4,545		(4,239		)	306
Total finite-lived intangible assets		$	58,449	$	(17,380	)	41,069
Indefinite-lived intangible assets:
In-process research and development							2,020
Total intangible assets							$	43,089

Schedule of Amortization Expense of Finite-Lived Intangible Assets Expected to be Recognized

The following table represents details of the amortization of finite-lived intangible assets that is estimated to be expensed in the future (in thousands):



2017	$	6,451
2018	6,336
2019	6,251
2020	6,046
2021	4,881
Thereafter	9,782
Total	$	39,747

Fair Value Measurement of Assets and Liabilities (Tables)

12 Months Ended

Dec. 31, 2016

Fair Value Disclosures [Abstract]

Summary of Financial Instruments, Fair Value on a Recurring Basis



	Balance as of December 31, 2016		Level 1
Assets:
Cash equivalents
Money market funds	$	35	$	35
Total cash equivalents	35		35



	Balance as of December 31, 2015		Level 1
Assets:
Cash equivalents
Money market funds	$	35	$	35
Total cash equivalents	35		35
Short-term investments	1,267		1,267
Total assets at fair value	$	1,302	$	1,302

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Debt (Tables)

12 Months Ended

Dec. 31, 2016

Debt Disclosure [Abstract]

Schedule of Convertible Notes Components

The Novatel Wireless Notes consisted of the following at December 31, 2016 (in thousands):



Liability component:
Principal	$	120,000
Less: unamortized debt discount and debt issuance costs	(29,092		)
Net carrying amount	$	90,908
Equity component	$	38,305

Schedule of Convertible Notes Interest Expense

The following table sets forth total interest expense recognized related to the Novatel Wireless Notes during the year ended December 31, 2016 (in thousands):



	Year Ended December 31,
	2016		2015
Contractual interest expense	$	6,600	$	3,667
Amortization of debt discount	7,920		4,400
Amortization of debt issuance costs	527		292
Total interest expense	$	15,047	$	8,359

Schedule of Maturities of Long-term Debt

At December 31, 2016, the minimum calendar year principal payments and maturities of long-term debt were as follows (in thousands):



2017	$	238
2018	347
2019	—
2020	120,000
2021	—
Thereafter	—
Total	$	120,585

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2016

Income Tax Disclosure [Abstract]

Summary of Loss before Income Taxes

Loss before income taxes for the years ended December 31, 2016, 2015 and 2014 is comprised of the following (in thousands):



	Year Ended December 31,
	2016			2015			2014
Domestic	$	(51,265	)	$	(48,965	)	$	(39,513	)
Foreign	(8,922		)	(3,148		)	408
Loss before income taxes	$	(60,187	)	$	(52,113	)	$	(39,105	)

Summary of Provision for Income Taxes

The provision for income taxes for the years ended December 31, 2016, 2015 and 2014 is comprised of the following (in thousands):



	Year Ended December 31,
	2016		2015			2014
Current:
Federal	$	—	$	—		$	—
State	—		(6		)	21
Foreign	185		81			16
Total current	185		75			37
Deferred:
Federal	156		—			—
State	—		—			—
Foreign	40		106			87
Total deferred	196		106			87
Provision for income taxes	$	381	$	181		$	124

Summary of Net Deferred Tax Assets

The Company’s net deferred tax liabilities consist of the following (in thousands):



	December 31,
	2016			2015
Deferred tax assets:
Accrued expenses	$	2,881		$	3,455
Provision for excess and obsolete inventory	4,913			1,576
Depreciation and amortization	9,655			5,613
Net operating loss and tax credit carryforwards	105,143			96,848
Share-based compensation	2,203			1,685
Unrecognized tax benefits	1,510			1,407
Deferred tax assets	126,305			110,584
Deferred tax liabilities:
Convertible senior notes	(9,535		)	(12,207		)
Purchased intangible assets	(6,790		)	(6,868		)
Deferred tax liabilities	(16,325		)	(19,075		)
Valuation allowance	(114,419		)	(94,984		)
Net deferred tax liabilities	$	(4,439	)	$	(3,475	)

Summary of Provision for Income Taxes Reconciles to Amount Computed by Applying Statutory Federal Income Tax Rate

The provision for income taxes reconciles to the amount computed by applying the statutory federal income tax rate of 34% in 2016, 2015 and 2014 to loss before income taxes as follows (in thousands):



	Year Ended December 31,
	2016			2015			2014
Federal tax benefit, at statutory rate	$	(20,463	)	$	(17,718	)	$	(13,447	)
State benefit, net of federal benefit	(293		)	(280		)	(1,054		)
Foreign tax rate difference	681			222			—
Change in valuation allowance	19,341			15,389			11,316
Change in fair value of warrant liability	—			—			1,203
Beneficial conversion feature	—			—			163
Research and development credits	(1,010		)	(796		)	3
Share-based compensation	418			752			2,402
Uncertain tax positions	—			—			(62		)
Change in state apportionment	—			2,561			(347		)
Other	1,707			51			(53		)
Provision for income taxes	$	381		$	181		$	124

Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):



Balance at December 31, 2013	$	35,500
Increases related to current and prior year tax positions	204
Settlements and lapses in statutes of limitations	(61		)
Balance at December 31, 2014	35,643
Increases related to current and prior year tax positions	160
Balance at December 31, 2015	35,803
Increases related to current and prior year tax positions	488
Balance at December 31, 2016	$	36,291

Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Summary of Common Shares Reserved for Future Issuance

The Company had reserved shares of common stock for possible future issuance as of December 31, 2016 and 2015 as follows:



	December 31,
	2016	2015
Common stock warrants outstanding	1,886,630	1,886,630
Stock options outstanding	6,356,203	6,084,836
Restricted stock units outstanding	2,975,800	960,203
Shares available for issuance pursuant to Novatel Wireless Notes	30,000,000	30,000,000
Shares available for future grants of awards under the 2015 Incentive Compensation Plan	1,332,035	1,074,602
Shares available for future grants of awards under the 2009 Omnibus Incentive Compensation Plan	3,871,666	3,956,060
Shares available under the 2000 Employee Stock Purchase Plan	89,676	879,241
Total shares of common stock reserved for issuance	46,512,010	44,841,572

Share-based Compensation (Tables)

12 Months Ended

Dec. 31, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Share-Based Compensation Expense



	Year Ended December 31,
	2016		2015		2014
Cost of revenues	$	235	$	233	$	5
Research and development	868		1,003		654
Sales and marketing	707		579		247
General and administrative	2,778		2,963		1,384
Restructuring charges	—		1,572		1,298
Total	$	4,588	$	6,350	$	3,588

Share-based Compensation Stock Option Fair Value Assumptions



	Hull-White I
	Executive		Non-executive		Black-Scholes
Expected dividend yield	—	%	—	%	—	%
Risk-free interest rate	2.1	%	2.1	%	1.4	%
Volatility	64	%	64	%	67	%
Expected term (in years)	n/a		n/a		5.0
Suboptimal exercise factor	2.570		1.626		n/a
Post-vesting termination rate	3	%	3	%	n/a

The following table presents the weighted-average assumptions used in the Black-Scholes valuation model by the Company in calculating the fair value of each stock option granted under the 2009 Plan:



	Year Ended December 31,
	2016		2015		2014
Expected dividend yield	—	%	—	%	—	%
Risk-free interest rate	1.7	%	1.4	%	1.4	%
Volatility	79	%	69	%	80	%
Expected term (in years)	5.0		4.5		4.6

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity under all plans for the years ended December 31, 2016 and 2015 (dollars in thousands, except per share data):



	Stock Options Outstanding		Weighted-Average Exercise Price Per Option		Weighted-Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding — December 31, 2014	3,064,880		$	5.27
Granted	6,656,737		3.02
Exercised	(273,005	)	2.26
Canceled	(3,363,776	)	5.14
Outstanding — December 31, 2015	6,084,836		3.01
Granted	1,051,550		1.65
Exercised	(78,384	)	1.12
Canceled	(701,799	)	4.35
Outstanding — December 31, 2016	6,356,203		$	2.64	7.94	$	3,592
Vested and Expected to Vest — December 31, 2016	5,729,553		$	2.72	7.84	$	3,180
Exercisable — December 31, 2016	2,461,614		$	3.69	6.58	$	1,023

Summary of Restricted Stock Unit Activity

A summary of restricted stock unit activity under all plans for the year ended December 31, 2016 is presented below:



	Number of Shares		Weighted-Average Grant-Date Fair Value
Non-vested — December 31, 2015	960,203		$	3.39
Granted	2,914,000		1.62
Vested	(461,866	)	3.30
Forfeited	(436,537	)	2.03
Non-vested — December 31, 2016	2,975,800		$	1.87

Earnings Per Share (Tables)

12 Months Ended

Dec. 31, 2016

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data):



	Year Ended December 31,
	2016			2015			2014
Net loss attributable to common shareholders	$	(60,573	)	$	(52,286	)	$	(39,674	)
Weighted-average common shares outstanding	53,911,270			52,767,230			37,958,846
Basic and diluted net loss per share attributable to common shareholders	$	(1.12	)	$	(0.99	)	$	(1.05	)

Securities Purchase Agreement (Tables)

12 Months Ended

Dec. 31, 2016

Equity [Abstract]

Summary of Change to Fair Value of Warrant

The following table shows the change to the fair value of the 2014 Warrant during the year ended December 31, 2014 (in thousands):



Balance at September 8, 2014 (Transaction Date)	$	4,939
Change in fair value	3,280
Balance at November 17, 2014 (Approval Date)	8,219
Reclassification to additional paid-in-capital	(8,219		)
Balance at December 31, 2014	$	—

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2016

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Lease Payments under Capital Leases

The future minimum payments under capital leases were as follows at December 31, 2016 (in thousands):



2017	$	952
2018	509
2019	506
Total minimum capital lease payments	1,967
Less: amounts representing interest	(235		)
Present value of net minimum capital lease payments	1,732
Less: current portion	(465		)
Long-term portion	$	1,267

Schedule of Future Minimum Lease Payments under Non-Cancellable Operating Leases

The future minimum payments under non-cancellable operating leases were as follows at December 31, 2016 (in thousands):



2017	$	3,082
2018	2,469
2019	2,006
2020	329
Total	$	7,886

Geographic Information and Concentrations of Risk (Tables)

12 Months Ended

Dec. 31, 2016

Segment Reporting [Abstract]

Schedule of Geographic Concentration of Assets

The following table details the geographic concentration of the Company’s assets (in thousands):



	December 31,
	2016		2015
United States and Canada	$	71,564	$	112,424
South Africa	63,693		60,580
Other	23,459		25,749
	$	158,716	$	198,753

Schedule of Geographic Concentration of Net Revenues

The following table details the geographic concentration of the Company’s net revenues based on shipping destination:



	Year Ended December 31,
	2016		2015		2014
United States and Canada	72.9	%	89.1	%	91.2	%
South Africa	16.6		4.6		—
Other	10.5		6.3		8.8
	100.0	%	100.0	%	100.0	%

Restructuring (Tables)

12 Months Ended

Dec. 31, 2016

Restructuring and Related Activities [Abstract]

Summary of Restructuring Liability

The following table sets forth activity in the restructuring liability for the year ended December 31, 2016 (in thousands):



	Balance at December 31, 2015		Costs Incurred		Payments			Non-cash		Translation Adjustment		Balance at December 31, 2016		Cumulative Costs Incurred to Date
2013 Initiatives
Employee Severance Costs	$	—	$	—	$	—		$	—	$	—	$	—	$	3,986
Facility Exit Related Costs	72		5		(77		)	—		—		—		2,630

2015 Initiatives
Employee Severance Costs	1,330		539		(1,428		)	—		14		455		4,130
Facility Exit Related Costs	328		485		(384		)	159		—		588		866

2016 Initiatives
Employee Severance Costs	—		958		(958		)	—		—		—		958
Total	$	1,730	$	1,987	$	(2,847	)	$	159	$	14	$	1,043	$	12,570

Quarterly Financial Information (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2016

Quarterly Financial Information Disclosure [Abstract]

Summary of Unaudited Quarterly Results of Operations

Quarterly Financial Information (Unaudited)

The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2016 and 2015:



	2016
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter

	(in thousands, except per share amounts)
Net revenues	$	66,944		$	62,811		$	60,881		$	52,919
Gross profit	21,183			23,238			22,924			8,983
Net loss attributable to common shareholders	(11,904		)	(2,701		)	(18,567		)	(27,401		)
Basic and diluted net loss per share attributable to common shareholders	$	(0.22	)	$	(0.05	)	$	(0.34	)	$	(0.50	)

	2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter

	(in thousands, except per share amounts)
Net revenues⁽¹⁾	$	53,494		$	51,667		$	54,267		$	61,514
Gross profit	12,634			15,323			14,468			16,528
Net loss attributable to common shareholders	(7,826		)	(9,220		)	(20,847		)	(14,393		)
Basic and diluted net loss per share attributable to common shareholders	$	(0.17	)	$	(0.17	)	$	(0.38	)	$	(0.26	)


⁽¹⁾	Net revenues for the second and third quarter of 2015 have been retrospectively revised by $3.1 million and $0.3 million, respectively, to correct an immaterial error of certain contra revenue, previously reported within costs of net revenues, as a decrease to net revenues.

Nature of Business and Significant Accounting Policies - Additional Information (Detail)	3 Months Ended								12 Months Ended
	Dec. 31, 2016 USD ($)	Sep. 30, 2016 USD ($)	Jun. 30, 2016 USD ($)	Mar. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Sep. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Dec. 31, 2016 USD ($) Segments	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Nature Of Business And Significant Accounting Policies [Line Items]
Net loss attributable to common shareholders	$ (27,401,000)	$ (18,567,000)	$ (2,701,000)	$ (11,904,000)	$ (14,393,000)	$ (20,847,000)	$ (9,220,000)	$ (7,826,000)	$ (60,573,000)	$ (52,286,000)	$ (39,674,000)
Cash and cash equivalents	9,900,000								9,900,000
Working capital	$ 6,100,000								$ 6,100,000
Number of reportable segments \| Segments									1
Impairment of indefinite-lived intangible assets									$ 0	0	0
Long-lived assets impairment									$ 2,700,000	$ 27,000	$ 0
Internal Use Software
Nature Of Business And Significant Accounting Policies [Line Items]
Property, plant and equipment useful lives									5 years
Minimum
Nature Of Business And Significant Accounting Policies [Line Items]
Property, plant and equipment useful lives									18 months
General warranty period									1 year
Minimum \| Rental Assets
Nature Of Business And Significant Accounting Policies [Line Items]
Property, plant and equipment useful lives									3 years
Maximum
Nature Of Business And Significant Accounting Policies [Line Items]
Property, plant and equipment useful lives									6 years
General warranty period									3 years
Maximum \| Buildings
Nature Of Business And Significant Accounting Policies [Line Items]
Property, plant and equipment useful lives									50 years
Maximum \| Rental Assets
Nature Of Business And Significant Accounting Policies [Line Items]
Property, plant and equipment useful lives									4 years

Acquisitions - Additional Information (Details)
R / shares in Units, $ in Thousands, shares in Millions

3 Months Ended

12 Months Ended

Sep. 29, 2016

USD ($)

Sep. 21, 2016

USD ($)

Apr. 11, 2016

USD ($)

Jan. 05, 2016

installment

Oct. 05, 2015

USD ($)

Jun. 18, 2015

ZAR (R)

R / shares

Mar. 27, 2015

USD ($)

Dec. 31, 2015

USD ($)

Mar. 31, 2015

USD ($)

Dec. 31, 2016

USD ($)

Dec. 31, 2015

USD ($)

Dec. 31, 2014

USD ($)

Business Acquisition [Line Items]

Non-cash change in acquisition-related escrow

$ 0

$ (8,286)

$ 0

Acquisition-related earn out

$ 5,274

7,912

5,274

Impairment of purchased intangible assets

2,594

$ 50,000

11,300

$ 0

Gain recognized during the period

5,000

Disposal Group, Disposed of by Sale, Not Discontinued Operations

Business Acquisition [Line Items]

Purchase consideration for recent or pending divestitures

$ 11,700

$ 11,000

11,300

9,000

Other receivables

2,100

Liabilities settled

$ 400

Fair value of remaining hardware and related assets due to Telit

500

Certain Transition Services

Business Acquisition [Line Items]

Other receivables

$ 1,000

Contingent consideration payout period

2 years

Satisfaction Of Certain Conditions

Business Acquisition [Line Items]

Other receivables

$ 1,000

Purchase Of Module Product Inventory

Business Acquisition [Line Items]

Other receivables

3,800

Purchase Of Module Product Inventory - Certain Transition Services

Business Acquisition [Line Items]

Other receivables

$ 1,000

Contingent consideration payout period

2 years

DigiCore/Ctrack

Business Acquisition [Line Items]

Voting interests acquired

100.00%

Acquisition share price (Rand per share) | R / shares

R 4.40

Cash consideration

79,365

Non-cash change in acquisition-related escrow

(8,300)

Total purchase price

$ 80,000

79,988

Equity consideration

$ 623

Accrued and other liabilities

$ 15,018

DigiCore/Ctrack | General and administrative expense

Business Acquisition [Line Items]

Acquisition costs

1,700

Business Acquisition [Line Items]

Cash consideration

$ 9,300

$ 9,268

Total purchase price

24,800

24,777

Purchase consideration placed in escrow fund

1,500

Other assumed liabilities

500

509

Equity consideration

15,000

$ 15,000

Maximum contingent consideration

25,000

Number of cash installments | installment

Period for cash installments

4 years

Issuable to former shareholders (shares) | shares

2.9

Number of share installments | installment

Period for share installments

3 years

Contingent liability expense

7,900

Acquisition-related earn out

14,000

Accrued and other liabilities

$ 1,916

^[1]

200

Measurement-period adjustment to goodwill

195

FW | Developed technologies

Business Acquisition [Line Items]

Impairment of purchased intangible assets

2,600

FW | General and administrative expense

Business Acquisition [Line Items]

Acquisition costs

$ 900

Other Liabilities | FW

Business Acquisition [Line Items]

Acquisition-related earn out

$ 12,500

Scenario, Plan | Maximum | DigiCore/Ctrack

Business Acquisition [Line Items]

Cash consideration | R

R 1,094,223,363

[1]

Reflects measurement-period adjustments recorded by the Company in accordance with ASU 2015-16. During the year ended December 31, 2016, the Company recorded a measurement-period adjustment to the allocation of fair value resulting in a $0.2 million increase to accrued and other liabilities and a corresponding $0.2 million increase to goodwill.

Acquisitions - Consideration (Details) - USD ($) $ in Thousands			3 Months Ended
	Oct. 05, 2015	Mar. 27, 2015	Dec. 31, 2015	Mar. 31, 2015
DigiCore/Ctrack
Business Acquisition [Line Items]
Cash payments			$ 79,365
Equity consideration			623
Total purchase price	$ 80,000		$ 79,988
FW
Business Acquisition [Line Items]
Cash payments		$ 9,300		$ 9,268
Equity consideration		15,000		15,000
Other assumed liabilities		500		509
Total purchase price		$ 24,800		$ 24,777

Acquisitions - Allocation of Purchase Price (Details) - USD ($)
$ in Thousands

Dec. 31, 2016

Dec. 31, 2015

Oct. 05, 2015

Mar. 27, 2015

Dec. 31, 2014

Business Acquisition [Line Items]

Goodwill

$ 34,428

$ 29,520

$ 0

DigiCore/Ctrack

Business Acquisition [Line Items]

Cash

$ 2,437

Accounts receivable

15,052

Inventory

11,361

Property, plant and equipment

5,924

6,603

28,270

29,273

5,695

(2,124)

(7,446)

Accrued and other liabilities

(15,018)

Noncontrolling interests

(39)

Net assets acquired

$ 79,988

Business Acquisition [Line Items]

Cash

$ 205

Accounts receivable

3,331

Inventory

10,008

Property, plant and equipment

535

Intangible assets

18,880

Goodwill

^[1]

3,949

Other assets

544

Accounts payable

(7,494)

Accrued and other liabilities

$ (200)

(1,916)

^[1]

Deferred revenues

(270)

Note payable

(2,575)

Capital lease obligations

(420)

Net assets acquired

$ 24,777

[1]

Acquisitions - Intangible Assets (Details) - USD ($) $ in Thousands			12 Months Ended
	Oct. 05, 2015	Mar. 27, 2015	Dec. 31, 2016	Dec. 31, 2015
Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)			5 years 6 months	5 years 3 months
Trademarks and trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)			9 years 2 months	9 years 2 months
Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Amortization Period (in years)			8 years 4 months	8 years 5 months
DigiCore/Ctrack
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 28,270
DigiCore/Ctrack \| Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 10,170
Amortization Period (in years)	6 years
DigiCore/Ctrack \| Trademarks and trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 14,030
Amortization Period (in years)	10 years
DigiCore/Ctrack \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets	$ 4,070
Amortization Period (in years)	5 years
FW
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 18,880
FW \| Developed technologies
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 3,660
Amortization Period (in years)		6 years
FW \| Trademarks and trade names
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 4,700
Amortization Period (in years)		10 years
FW \| Customer relationships
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets		$ 8,500
Amortization Period (in years)		10 years
FW \| In-process research and development
Acquired Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets		$ 2,020

Acquisitions - Pro Formas (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Net revenues	$ 243,555	$ 276,115
Net loss	$ (60,568)	$ (48,105)

Financial Statement Details - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Vehicles and equipment under capital leases, net	$ 1.8	$ 1.5
Vehicles and equipment under capital leases, accumulated depreciation	1.1	0.2
Depreciation and amortization expense	$ (7.8)	$ (5.0)	$ (6.3)

Financial Statement Details - Short-term Investments (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Recognized gain	$ 0.2	$ 0.1

Financial Statement Details - Summary of Inventories (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Finished goods	$ 19,277	$ 47,094
Raw materials and components	11,865	8,743
Total inventory	$ 31,142	$ 55,837

Financial Statement Details - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 33,424	$ 71,644
Less—accumulated depreciation and amortization	(25,032)	(62,832)
Property, plant and equipment, net	8,392	8,812
Land
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	260	229
Buildings
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	2,363	2,084
Test equipment
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	23,115	47,243
Computer equipment and purchased software
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	4,373	11,399
Product tooling
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	409	3,832
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	915	2,151
Vehicles
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	1,746	1,042
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 243	$ 3,664

Financial Statement Details - Rental Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 33,424	$ 71,644
Less—accumulated depreciation	(25,032)	(62,832)
Property, plant and equipment, net	8,392	8,812
Rental Assets
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	11,115	7,189
Less—accumulated depreciation	(4,112)	(1,034)
Property, plant and equipment, net	$ 7,003	$ 6,155

Financial Statement Details - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Royalties	$ 1,544	$ 2,740
Payroll and related expenses	5,315	4,406
Warranty obligations	480	932	$ 1,196
Market development funds and price protection	320	2,805
Professional fees	4,793	1,060
Deferred revenue	1,656	1,836
Restructuring	837	1,044
Acquisition-related liabilities	7,912	5,274
Divestiture-related liabilities	463	0
Other	4,577	5,516
Accrued expenses and other current liabilities, total	$ 27,897	$ 25,613

Financial Statement Details - Summary of Accrued Warranty Obligations (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Movement in Standard Product Warranty Accrual [Roll Forward]
Accrued warranty obligations at beginning of period	$ 932	$ 1,196
Additions charged to operations	821	1,090
Deductions from liability	(1,262)	(1,354)
Effect of change in foreign currency exchange rates	(11)	0
Accrued warranty obligations at end of period	$ 480	$ 932

Goodwill and Other Intangible Assets - Goodwill reconciliation (Details) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2016

Dec. 31, 2015

Goodwill [Roll Forward]

Balance at beginning of period

$ 29,520

$ 0

Effect of change in foreign currency exchange rates

3,477

(3,507)

Balance at end of period

34,428

29,520

Goodwill [Roll Forward]

Acquisition

29,273

FW adjustment

195

DigiCore/Ctrack

Goodwill [Roll Forward]

Acquisition

$ 3,754

Ctrack adjustment

^[1]

$ 1,236

[1]

Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	$ 57,743	$ 58,449
Accumulated Amortization	(17,996)	(17,380)
Net Carrying Value	39,747	41,069
Total intangible assets, net	$ 40,283	$ 43,089
Developed technologies
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Life (in years)	5 years 6 months	5 years 3 months
Gross Carrying Value	$ 17,247	$ 19,065
Accumulated Amortization	(7,042)	(7,307)
Net Carrying Value	$ 10,205	$ 11,758
Trademarks and trade names
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Life (in years)	9 years 2 months	9 years 2 months
Gross Carrying Value	$ 23,043	$ 21,267
Accumulated Amortization	(6,905)	(4,383)
Net Carrying Value	$ 16,138	$ 16,884
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Life (in years)	8 years 4 months	8 years 5 months
Gross Carrying Value	$ 13,046	$ 12,562
Accumulated Amortization	(2,993)	(1,270)
Net Carrying Value	$ 10,053	$ 11,292
Capitalized software development costs
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Life (in years)	5 years	5 years
Gross Carrying Value	$ 3,579	$ 1,010
Accumulated Amortization	(511)	(181)
Net Carrying Value	$ 3,068	$ 829
Other
Finite-Lived Intangible Assets [Line Items]
Weighted-Average Life (in years)	2 years 8 months	1 year 11 months
Gross Carrying Value	$ 828	$ 4,545
Accumulated Amortization	(545)	(4,239)
Net Carrying Value	283	306
Other
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 536	$ 2,020

Intangible Assets - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 6,200,000	$ 3,300,000	$ 1,000,000
Impairment loss on intangible assets	2,700,000
Capitalized software development costs
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 300,000	$ 25,000

Intangible Assets - Schedule of Amortization Expense of FInite-Lived Intangible Assets Expected to be Recognized (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
2017	$ 6,451
2018	6,336
2019	6,251
2020	6,046
2021	4,881
Thereafter	9,782
Net Carrying Value	$ 39,747	$ 41,069

Fair Value Measurement of Assets and Liabilities - Summary of Company's Financial Instruments, Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Cash equivalents
Total cash equivalents	$ 35	$ 35
Total assets at fair value		1,302
Money market funds
Cash equivalents
Total cash equivalents	35	35
Short-term investments
Cash equivalents
Short-term investments		1,267
Level 1
Cash equivalents
Total cash equivalents	35	35
Total assets at fair value		1,302
Level 1 \| Money market funds
Cash equivalents
Total cash equivalents	$ 35	35
Level 1 \| Short-term investments
Cash equivalents
Short-term investments		$ 1,267

- Definition

Fair value portion of investment securities, including, but not limited to, marketable securities, derivative financial instruments, and investments accounted for under the equity method.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(12))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Trading Securities
-URI http://asc.fasb.org/extlink&oid=6526789

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(5))
-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-03(6))
-URI http://asc.fasb.org/extlink&oid=6876686&loc=d3e534808-122878

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 35
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=27723805&loc=d3e24584-111560

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(2))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 320
-SubTopic 10
-Section 25
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=65884222&loc=d3e22054-111558

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 210
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(1))
-URI http://asc.fasb.org/extlink&oid=6879938&loc=d3e572229-122910

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Available-for-Sale Securities
-URI http://asc.fasb.org/extlink&oid=6505594

+ Details

Fair Value Measurement of Assets and Liabilities - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Fair Value Disclosures [Abstract]
Foreign currency exchange forward contracts outstanding	$ 0	$ 0
Net foreign currency transaction gains (losses)	$ (3,600,000)	$ (1,100,000)	$ (200,000)

Fair Value Measurement of Assets and Liabilities - Other Financial Instruments (Details) - USD ($)	Jan. 09, 2017	Dec. 31, 2016	Dec. 31, 2015	Jun. 10, 2015
Convertible Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, face amount		$ 120,000,000		$ 120,000,000
Convertible debt, stated interest rate				5.50%
Novatel Wireless Notes \| Subsequent Event \| Convertible Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, face amount	$ 200,000
Principal exchanged	119,750,000
Inseego Notes \| Subsequent Event \| Convertible Debt
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, face amount	$ 119,800,000
Convertible debt, stated interest rate	5.50%
Fair Value, Measurements, Nonrecurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Convertible debt, fair value		$ 90,900,000	$ 82,500,000

Debt - Narrative (Details)					12 Months Ended
Debt - Narrative (Details)	Mar. 20, 2017 USD ($)	Jan. 09, 2017 USD ($)	Jun. 10, 2015 USD ($) trading_day $ / shares	Oct. 31, 2014 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Nov. 17, 2015 USD ($)
Debt Instrument [Line Items]
Conversion rate			0.2
Conversion price ($ per share) \| $ / shares			$ 5.00
Long-term debt					$ 120,585,000
Stock price exceeds 130% of conversion price
Debt Instrument [Line Items]
Threshold of trading days \| trading_day			20
Threshold of consecutive trading days			30 days
Threshold percentage of stock price trigger			130.00%
Debt trading price below product of stock price and conversion rate
Debt Instrument [Line Items]
Threshold of consecutive trading days			5 days
Threshold percentage of stock price trigger			98.00%
Stock price exceeds 140% of conversion price
Debt Instrument [Line Items]
Threshold of trading days \| trading_day			20
Threshold of consecutive trading days			30 days
Threshold percentage of stock price trigger			140.00%
Convertible Debt
Debt Instrument [Line Items]
Term of debt instrument			5 years
Convertible debt, face amount			$ 120,000,000		$ 120,000,000
Debt issuance costs			$ 3,900,000
Convertible debt, stated interest rate			5.50%
Repurchase price as a percentage of principal amount			100.00%
Minimum principal needed to call debt			25.00%
Redemption of principal			100.00%
Company elected remedy in default			60 days
Interest rate during remedy for default			0.50%
Debt issuance cost allocated to equity component			$ 1,300,000
Debt issuance costs allocated to liability component			$ 2,600,000
Effective interest rate					16.55%
Long-term debt					$ 90,908,000
Convertible Debt \| Debt trading price below product of stock price and conversion rate
Debt Instrument [Line Items]
Number of consecutive business days			5 days
Convertible Debt \| Stock price exceeds 140% of conversion price
Debt Instrument [Line Items]
Repurchase price as a percentage of principal amount			100.00%
Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity of revolving credit facility				$ 25,000,000			$ 48,000,000
Outstanding borrowings under the credit facility					0
Term of debt instrument				5 years
Available borrowings					$ 4,700,000
Revolving Credit Facility \| Minimum
Debt Instrument [Line Items]
Margin on base rate					3.00%
Revolving Credit Facility \| Maximum
Debt Instrument [Line Items]
Margin on base rate					3.50%
Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity of revolving credit facility				$ 3,000,000
Available borrowings					$ 700,000
Absa
Debt Instrument [Line Items]
Maximum borrowing capacity of revolving credit facility					1,700,000
Outstanding borrowings under the credit facility					$ 1,700,000	$ 1,500,000
Absa \| Mortgage Bond
Debt Instrument [Line Items]
Margin on base rate					1.75%
Term of debt instrument					10 years
Effective interest rate					8.75%
Long-term debt					$ 600,000	700,000
Grindrod Bank
Debt Instrument [Line Items]
Maximum borrowing capacity of revolving credit facility					1,500,000
Outstanding borrowings under the credit facility					$ 1,500,000	$ 1,800,000
Prime Rate \| Absa
Debt Instrument [Line Items]
Margin on base rate					0.10%
Interest rate at period end					10.40%
Prime Rate \| Grindrod Bank
Debt Instrument [Line Items]
Margin on base rate					1.00%
Interest rate at period end					11.50%
Subsequent Event \| Revolving Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity of revolving credit facility	$ 10,000,000
Subsequent Event \| Prime Rate \| Revolving Credit Facility
Debt Instrument [Line Items]
Margin on base rate	1.50%
Subsequent Event \| London Interbank Offered Rate (LIBOR) \| Revolving Credit Facility
Debt Instrument [Line Items]
Margin on base rate	4.00%
Inseego Notes \| Subsequent Event \| Convertible Debt
Debt Instrument [Line Items]
Convertible debt, face amount		$ 119,800,000
Debt issuance costs		$ 1,100,000
Convertible debt, stated interest rate		5.50%
Repurchase price as a percentage of principal amount		100.00%
Novatel Wireless Notes \| Subsequent Event \| Convertible Debt
Debt Instrument [Line Items]
Convertible debt, face amount		$ 200,000
Principal exchanged		$ 119,750,000

Debt - Components (Details) - USD ($) $ in Thousands	Dec. 31, 2016	Jun. 10, 2015
Debt Instrument [Line Items]
Net carrying amount	$ 120,585
Equity component	38,305
Convertible Debt
Debt Instrument [Line Items]
Principal	120,000	$ 120,000
Less: unamortized debt discount and debt issuance costs	(29,092)
Net carrying amount	$ 90,908

Debt - Interest Expense (Details) - Convertible Debt - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Debt Instrument [Line Items]
Contractual interest expense	$ 6,600	$ 3,667
Amortization of debt discount	7,920	4,400
Amortization of debt issuance costs	527	292
Total interest expense	$ 15,047	$ 8,359

Debt - Minimum payments (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Debt Disclosure [Abstract]
2017	$ 238
2018	347
2019	0
2020	120,000
2021	0
Thereafter	0
Long-term Debt	$ 120,585

Income Taxes - Summary of Loss before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Domestic	$ (51,265)	$ (48,965)	$ (39,513)
Foreign	(8,922)	(3,148)	408
Loss before income taxes	$ (60,187)	$ (52,113)	$ (39,105)

Income Taxes - Summary of Provision for Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Current:
Federal	$ 0	$ 0	$ 0
State	0	(6)	21
Foreign	185	81	16
Total current	185	75	37
Deferred:
Federal	156	0	0
State	0	0	0
Foreign	40	106	87
Total deferred	196	106	87
Provision for income taxes	$ 381	$ 181	$ 124

Income Taxes - Summary of Net Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Deferred tax assets:
Accrued expenses	$ 2,881	$ 3,455
Provision for excess and obsolete inventory	4,913	1,576
Depreciation and amortization	9,655	5,613
Net operating loss and tax credit carryforwards	105,143	96,848
Share-based compensation	2,203	1,685
Unrecognized tax benefits	1,510	1,407
Deferred tax assets	126,305	110,584
Deferred tax liabilities:
Convertible senior notes	(9,535)	(12,207)
Purchased intangible assets	(6,790)	(6,868)
Deferred tax liabilities	(16,325)	(19,075)
Valuation allowance	(114,419)	(94,984)
Net deferred tax liabilities	$ (4,439)	$ (3,475)

Income Taxes - Summary of Provision for Income Taxes Reconciles to Amount Computed by Applying Statutory Federal Income Tax Rate (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Income Tax Disclosure [Abstract]
Federal tax benefit, at statutory rate	$ (20,463)	$ (17,718)	$ (13,447)
State benefit, net of federal benefit	(293)	(280)	(1,054)
Foreign tax rate difference	681	222	0
Change in valuation allowance	19,341	15,389	11,316
Change in fair value of warrant liability	0	0	1,203
Beneficial conversion feature	0	0	163
Research and development credits	(1,010)	(796)	3
Share-based compensation	418	752	2,402
Uncertain tax positions	0	0	(62)
Change in state apportionment	0	2,561	(347)
Other	1,707	51	(53)
Provision for income taxes	$ 381	$ 181	$ 124

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Operating Loss Carryforwards [Line Items]
Valuation allowances recognized in the current year	$ 19,300,000	$ 15,400,000
Statutory federal income tax rate	34.00%	34.00%	34.00%
Internal Revenue Code related to annual use of operating loss carry forwards	annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a rolling three-year period
Internal Revenue Code ownership percentage change	50.00%
Income tax benefit recognized related to uncertain tax positions	$ 0	$ 0
Interest expense related to uncertain tax positions	0	0
Liability related to unrecognized tax benefits	0	$ 0
Domestic Tax Authority
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 239,300,000
Net operating loss expiration dates	2029 through 2036
Research and development tax credit carryforwards	$ 4,800,000
Tax credits expiration dates	2027 through 2036
California Franchise Tax Board
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 40,600,000
Net operating loss expiration dates	2017 through 2036
Research and development tax credit carryforwards	$ 6,200,000
Oregon Tax Authority
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 2,500,000
Net operating loss expiration dates	2030 through 2031
Research and development tax credit carryforwards	$ 100,000
Tax credits expiration dates	expire in 2020
Foreign Tax Authority
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 35,700,000

Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning Balance	$ 35,803	$ 35,643	$ 35,500
Increases related to current and prior year tax positions	488	160	204
Settlements and lapses in statutes of limitations			(61)
Ending Balance	$ 36,291	$ 35,803	$ 35,643

Stockholders' Equity - Additional Information (Detail) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Equity [Abstract]
Preferred stock, shares authorized	2,000,000	2,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares outstanding	0	0
Preferred stock, shares issued	0	0

Stockholders' Equity - Summary of Common Shares Reserved for Future Issuance (Detail) - shares	Dec. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved for issuance	46,512,010	44,841,572
Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved for issuance	6,356,203	6,084,836
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved for issuance	2,975,800	960,203
Novatel Wireless Notes
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved for issuance	30,000,000	30,000,000
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance or purchase	89,676	879,241
Common stock warrants outstanding
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total shares of common stock reserved for issuance	1,886,630	1,886,630
2015 Incentive Compensation Plan \| Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance or purchase	1,332,035	1,074,602
2009 Omnibus Incentive Compensation Plan \| Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for future issuance or purchase	3,871,666	3,956,060

Share-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Mar. 27, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (shares)		1,051,550	6,656,737
Weighted-average exercise price of stock options granted		$ 1.65	$ 3.02
Share-based compensation expense		$ 4,588	$ 6,350	$ 3,588
Shares issued under the ESPP		789,565	506,100	114,791
Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options granted		10 years
Weighted-average fair value of stock option awards granted (per share)		$ 1.05	$ 1.63	$ 1.48
Intrinsic value of stock options exercised during period		$ 100	$ 900	$ 100
Unrecognized share-based compensation expense related to unvested stock options		$ 4,100
Expected recognition period		2 years 7 months 10 days
Share-based compensation expense		$ 2,200	3,200	800
Employee Stock Options \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Employee Stock Options \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Restricted Stock Units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected recognition period		2 years 8 months 16 days
Share-based compensation expense		$ 2,000	$ 2,800	$ 2,900
Number of RSUs awarded to employees		2,914,000
Weighted-average grant-date fair value of RSUs granted (per share)		$ 1.62	$ 4.55	$ 2.16
Total vest date fair value of RSUs vested		$ 900	$ 3,100	$ 3,000
Unrecognized share-based compensation expense related to non-vested RSUs		$ 3,100
Restricted Stock Units \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		3 years
Restricted Stock Units \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period		4 years
Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under the plan		4,074,000
Share-based compensation expense		$ 400	$ 400	$ 100
Percentage of lower limit value of common stock		85.00%
Purchase period duration		6 months
Maximum limit of payroll deductions (percent)		10.00%
FW
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Granted (shares)	323,000
Weighted-average exercise price of stock options granted	$ 4.65
FW \| Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options granted		10 years
Vesting period		4 years
2015 Incentive Compensation Plan \| Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under the plan		4,000,000
2009 Omnibus Incentive Compensation Plan \| Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized under the plan		15,323,000
Executive employee \| DigiCore/Ctrack \| Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options granted		10 years
Vesting period		4 years
Non-executive employee \| DigiCore/Ctrack \| Employee Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expiration period of stock options granted		10 years

Share-based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 4,588	$ 6,350	$ 3,588
Cost of revenues
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	235	233	5
Research and development
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	868	1,003	654
Sales and marketing
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	707	579	247
General and administrative
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	2,778	2,963	1,384
Restructuring charges
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Share-based compensation expense	$ 0	$ 1,572	$ 1,298

Share-based Compensation - Share-based Compensation Fair Value Assumptions (Detail) - Employee Stock Options	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
2009 Omnibus Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%	0.00%
Risk-free interest rate	1.70%	1.40%	1.40%
Volatility rate	79.00%	69.00%	80.00%
Expected term (in years)	5 years	4 years 6 months	4 years 7 months 6 days
Hull-White I \| Executive employee \| 2015 Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield		0.00%
Risk-free interest rate		2.10%
Volatility rate		64.00%
Suboptimal exercise factor		2.570
Post-vesting termination rate		3.00%
Hull-White I \| Non-executive employee \| 2015 Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield		0.00%
Risk-free interest rate		2.10%
Volatility rate		64.00%
Suboptimal exercise factor		1.626
Post-vesting termination rate		3.00%
Black-Scholes \| 2015 Incentive Compensation Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected dividend yield		0.00%
Risk-free interest rate		1.40%
Volatility rate		67.00%
Expected term (in years)		5 years

Share-based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Stock Options Outstanding
Outstanding — beginning of period	6,084,836	3,064,880
Granted	1,051,550	6,656,737
Exercised	(78,384)	(273,005)
Canceled	(701,799)	(3,363,776)
Outstanding — end of period	6,356,203	6,084,836
Vested and Expected to Vest — December 31, 2016	5,729,553
Exercisable — December 31, 2016	2,461,614
Weighted-Average Exercise Price Per Option
Outstanding — beginning of period	$ 3.01	$ 5.27
Granted	1.65	3.02
Exercised	1.12	2.26
Canceled	4.35	5.14
Outstanding — end of period	2.64	$ 3.01
Vested and Expected to Vest — December 31, 2016	2.72
Exercisable — December 31, 2016	$ 3.69
Weighted-Average Remaining Contractual Term (Years), Options Outstanding	7 years 11 months 10 days
Weighted-Average Remaining Contractual Term (Years), Options Vested and Expected to Vest	7 years 10 months 1 day
Weighted-Average Remaining Contractual Term (Years), Options Exercisable	6 years 6 months 29 days
Aggregate Intrinsic Value, Options Outstanding	$ 3,592
Aggregate Intrinsic Value, Options Vested and Expected to Vest	3,180
Aggregate Intrinsic Value, Options Exercisable	$ 1,023

Share-based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units - $ / shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Non-vested — beginning of period	960,203
Granted	2,914,000
Vested	(461,866)
Forfeited	(436,537)
Non-vested — end of period	2,975,800	960,203
Weighted-Average Grant-Date Fair Value
Non-vested — beginning of period	$ 3.39
Granted	1.62	$ 4.55	$ 2.16
Vested	3.30
Forfeited	2.03
Non-vested — end of period	$ 1.87	$ 3.39

Earnings Per Share - Narrative (Detail) - shares	12 Months Ended
Earnings Per Share - Narrative (Detail) - shares	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Anti-dilutive shares	11,218,633	8,931,669	8,810,706

Earnings Per Share - Earnings Per Basic and Diluted Share Table (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Earnings Per Share [Abstract]
Net loss attributable to common shareholders	$ (27,401)	$ (18,567)	$ (2,701)	$ (11,904)	$ (14,393)	$ (20,847)	$ (9,220)	$ (7,826)	$ (60,573)	$ (52,286)	$ (39,674)
Weighted-average common shares outstanding									53,911,270	52,767,230	37,958,846
Basic and diluted net loss per share attributable to common shareholders	$ (0.50)	$ (0.34)	$ (0.05)	$ (0.22)	$ (0.26)	$ (0.38)	$ (0.17)	$ (0.17)	$ (1.12)	$ (0.99)	$ (1.05)

Securities Purchase Agreement - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands			12 Months Ended
	Mar. 26, 2015	Sep. 08, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Nov. 17, 2014	Nov. 16, 2014
Changes In Equity And Comprehensive Income Line Items [Line Items]
Common stock par value per share			$ 0.001	$ 0.001
Aggregate gross proceeds from the issuance of Series C preferred stock and common stock			$ 0	$ 0	$ 14,163
Change in fair value of warrant liability			0	0	3,280
Proceeds from the exercise of warrants			$ 0	$ 8,644	$ 0
Common stock shares reserved for issuance			46,512,010	44,841,572
Common stock, shares authorized			150,000,000	150,000,000		100,000,000	50,000,000
Series C Preferred Stock
Changes In Equity And Comprehensive Income Line Items [Line Items]
Number of shares sold		87,196
Convertible preferred stock par value per share		$ 0.001
Price per share		$ 17.50
Aggregate gross proceeds from the issuance of Series C preferred stock and common stock		$ 14,400
Series C Preferred Stock, shares issued upon conversion into common stock						10
Beneficial conversion feature		$ 400
Series C Convertible Preferred Stock
Changes In Equity And Comprehensive Income Line Items [Line Items]
Common stock shares reserved for issuance		871,960
Common Stock
Changes In Equity And Comprehensive Income Line Items [Line Items]
Number of shares sold		7,363,334		2,158,000	7,363,000
Common stock par value per share		$ 0.001
Price per share		$ 1.75
Common stock warrants outstanding
Changes In Equity And Comprehensive Income Line Items [Line Items]
Warrants to purchase common stock sold (shares)		4,117,647
Exercise price per share		$ 2.26
2014 Warrant
Changes In Equity And Comprehensive Income Line Items [Line Items]
Proceeds from the exercise of warrants	$ 8,600
2014 Warrant \| Common stock warrants outstanding
Changes In Equity And Comprehensive Income Line Items [Line Items]
Number of shares sold	3,824,600
Exercise price per share		$ 2.26
2015 Warrant
Changes In Equity And Comprehensive Income Line Items [Line Items]
Change in fair value of warrant liability				$ 3,500
2015 Warrant \| Common stock warrants outstanding
Changes In Equity And Comprehensive Income Line Items [Line Items]
Warrants to purchase common stock sold (shares)	1,593,583
Exercise price per share	$ 5.50

Securities Purchase Agreement - Summary of Change to Fair Value of Warrant (Detail) - USD ($) $ in Thousands	1 Months Ended	2 Months Ended	12 Months Ended
	Dec. 31, 2014	Nov. 17, 2014	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Change in fair value of warrant liability			$ 0	$ 0	$ 3,280
Reclassification to additional paid-in-capital	$ (8,219)				$ (8,219)
Level 3
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward]
Balance at September 8, 2014 (Transaction Date)	$ 8,219	$ 4,939	$ 0
Change in fair value of warrant liability		3,280
Balance at December 31, 2014		$ 8,219		$ 0

Commitments and Contingencies - Additional Information (Detail) $ in Millions					3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 26, 2016 USD ($) installment	Nov. 17, 2014 USD ($)	Jul. 08, 2014 USD ($) shares	Jun. 23, 2014 USD ($)	Sep. 30, 2015 shares	Mar. 31, 2015 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)
Loss Contingencies [Line Items]
Rental expense under operating leases							$ 4.1	$ 3.3	$ 3.0
Minimum period financial metrics must be met							6 months
Accrued bonus liability									$ 5.5
Total bonus expense						$ 10.7		$ 5.2
Consideration for litigation settlement paid by the Company				$ 6.0
Consideration for litigation settlement paid by insurance			$ 1.7	1.7
Legal settlement promissory note amount			5.0	5.0
Loss contingency damages paid by the company			4.3
Amount for share price fluctuation related to litigation settlement		$ 0.8
Royalty damages sought							$ 43.0
Settlement	$ 2.8
Accrued settlement							$ 2.1
Number of equal quarterly installments \| installment	8
Common Stock
Loss Contingencies [Line Items]
Net shares issued related to bonus \| shares					2,158,436
Unrestricted Stock
Loss Contingencies [Line Items]
Legal settlement in shares, value issued			$ 5.0	$ 5.0
Legal settlement, common stock issued (shares) \| shares			2,407,318
Secured Promissory Note
Loss Contingencies [Line Items]
Secured note maturity period				30 months
Secured note interest rate percentage				5.00%

Commitments and Contingencies - Capital lease payments (Details) $ in Thousands	Dec. 31, 2016 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2017	$ 952
2018	509
2019	506
Total minimum capital lease payments	1,967
Less: amounts representing interest	(235)
Present value of net minimum capital lease payments	1,732
Less: current portion	(465)
Long-term portion	$ 1,267

Commitments and Contingencies - Summary of Minimum Future Lease Payments under Non-Cancelable Operating Leases (Detail) $ in Thousands	Dec. 31, 2016 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2017	$ 3,082
2018	2,469
2019	2,006
2020	329
Total	$ 7,886

Geographic Information and Concentrations of Risk - Schedule of Geographic Concentration of Assets (Detail) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Revenues from External Customers and Long-Lived Assets [Line Items]
Assets by Geographic Concentration, Total	$ 158,716	$ 198,753
United States and Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Assets by Geographic Concentration, Total	71,564	112,424
South Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
Assets by Geographic Concentration, Total	63,693	60,580
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Assets by Geographic Concentration, Total	$ 23,459	$ 25,749

Geographic Information and Concentrations of Risk - Schedule of Geographic Concentration of Net Revenues (Detail) - Net Revenues - Geographic Concentration	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration percentage	100.00%	100.00%	100.00%
United States and Canada
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration percentage	72.90%	89.10%	91.20%
South Africa
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration percentage	16.60%	4.60%	0.00%
Other
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration percentage	10.50%	6.30%	8.80%

Geographic Information and Concentrations of Risk - Additional Information (Detail) - Customer Concentration - Customer One	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Net Revenues
Segment Reporting Information [Line Items]
Concentration percentage	53.90%	53.60%	51.60%
Accounts Receivable
Segment Reporting Information [Line Items]
Concentration percentage	42.80%	17.40%

Retirement Savings Plan - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Percentage of employees contribution matched by employer	50.00%
Percentage of employees gross pay eligible for employer match	6.00%
Employer matching contributions	$ 0.6	$ 0.6
Employer matching contributions vesting period prior to January 1, 2016	2 years

Restructuring - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Feb. 01, 2017
Restructuring Cost and Reserve [Line Items]
Restructuring liability, current	$ 837	$ 837	$ 1,044
Restructuring liability, long-term	200	200
Inventory adjustment	11,500	3,257	$ 1,043	$ 3,382
2013 Initiatives
Restructuring Cost and Reserve [Line Items]
Expected costs	6,600	6,600
2015 Initiatives
Restructuring Cost and Reserve [Line Items]
Expected costs	5,000	5,000
2016 Initiatives
Restructuring Cost and Reserve [Line Items]
Expected costs	$ 1,000	$ 1,000
Subsequent Event \| 2017 Initiatives
Restructuring Cost and Reserve [Line Items]
Expected costs					$ 900

Restructuring - Summary of Restructuring Liability (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2016 USD ($)
Restructuring Reserve [Roll Forward]
Beginning Balance	$ 1,730
Costs Incurred	1,987
Payments	(2,847)
Non-cash	159
Translation Adjustment	14
Ending Balance	1,043
Cumulative Costs Incurred to Date	12,570
2013 Initiatives \| Employee Severance Costs
Restructuring Reserve [Roll Forward]
Beginning Balance	0
Costs Incurred	0
Payments	0
Non-cash	0
Translation Adjustment	0
Ending Balance	0
Cumulative Costs Incurred to Date	3,986
2013 Initiatives \| Facility Exit Related Costs
Restructuring Reserve [Roll Forward]
Beginning Balance	72
Costs Incurred	5
Payments	(77)
Non-cash	0
Translation Adjustment	0
Ending Balance	0
Cumulative Costs Incurred to Date	2,630
2015 Initiatives \| Employee Severance Costs
Restructuring Reserve [Roll Forward]
Beginning Balance	1,330
Costs Incurred	539
Payments	(1,428)
Non-cash	0
Translation Adjustment	14
Ending Balance	455
Cumulative Costs Incurred to Date	4,130
2015 Initiatives \| Facility Exit Related Costs
Restructuring Reserve [Roll Forward]
Beginning Balance	328
Costs Incurred	485
Payments	(384)
Non-cash	159
Translation Adjustment	0
Ending Balance	588
Cumulative Costs Incurred to Date	866
2016 Initiatives \| Employee Severance Costs
Restructuring Reserve [Roll Forward]
Beginning Balance	0
Costs Incurred	958
Payments	(958)
Non-cash	0
Translation Adjustment	0
Ending Balance	0
Cumulative Costs Incurred to Date	$ 958

Quarterly Financial Information (Unaudited) - Summary of Unaudited Quarterly Results of Operations (Detail) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Dec. 31, 2016

Sep. 30, 2016

Jun. 30, 2016

Mar. 31, 2016

Dec. 31, 2015

Sep. 30, 2015

Jun. 30, 2015

Mar. 31, 2015

Dec. 31, 2016

Dec. 31, 2015

Dec. 31, 2014

Quarterly Financial Information Disclosure [Abstract]

Net revenues

$ 52,919

$ 60,881

$ 62,811

$ 66,944

$ 61,514

$ 54,267

^[1]

$ 51,667

^[1]

$ 53,494

$ 243,555

$ 220,942

$ 185,245

Gross profit

8,983

22,924

23,238

21,183

16,528

14,468

15,323

12,634

76,328

58,953

37,047

Net loss attributable to common shareholders

$ (27,401)

$ (18,567)

$ (2,701)

$ (11,904)

$ (14,393)

$ (20,847)

$ (9,220)

$ (7,826)

$ (60,573)

$ (52,286)

$ (39,674)

Basic and diluted net loss per share attributable to common shareholders

$ (0.50)

$ (0.34)

$ (0.05)

$ (0.22)

$ (0.26)

$ (0.38)

$ (0.17)

$ (1.12)

$ (0.99)

$ (1.05)

Correction of immaterial error

$ 300

$ 3,100

[1]	Net revenues for the second and third quarter of 2015 have been retrospectively revised by $3.1 million and $0.3 million, respectively, to correct an immaterial error of certain contra revenue, previously reported within costs of net revenues, as a decrease to net revenues.

Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Allowance for Doubtful Accounts:
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance At Beginning of Year	$ 601	$ 217	$ 2,449
Additions Charged to Operations	1,136	422	86
Deductions	(112)	(38)	(2,318)
Effect of Change in Foreign Currency Exchange Rates	35	0	0
Balance At End of Year	1,660	601	217
Reserve for Excess and Obsolete Inventory:
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance At Beginning of Year	4,169	5,468	8,132
Additions Charged to Operations	14,797	1,043	3,382
Deductions	(4,961)	(2,342)	(6,046)
Effect of Change in Foreign Currency Exchange Rates	34	0	0
Balance At End of Year	14,039	4,169	5,468
Deferred Tax Asset Valuation Allowance:
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance At Beginning of Year	94,984	90,774	79,458
Additions Charged to Operations	19,341	17,903	11,316
Deductions	0	(13,693)	0
Effect of Change in Foreign Currency Exchange Rates	94	0	0
Balance At End of Year	$ 114,419	$ 94,984	$ 90,774