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September 27, 2018
Stephen Smith
Chief Financial Officer
Inseego Corp.
9605 Scranton Road, Suite 300
San Diego, CA 92121
Re: Inseego Corp
Form 10-K for the Year Ended December 31, 2017
Filed March 16, 2018
Form 10-Q for the Quarter Ended June 30, 2018
Filed August 8, 2018
File No. 001-38358
Dear Mr. Smith:
We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments. In some of our comments, we may
ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe our
comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Form 10-Q for the Quarter Ended June 30, 2018
Note 1. Basis of Presentation
Contracts with Customers, page 9
1. We note you state that the Company does not offer price concessions and
does not accept
payment that is less than the price stated in the purchase order.
However, we also note on
pages 28 and 29 that you attribute the decline in revenues from
Enterprise SaaS solutions
"due to price concessions related to signing multi-year deal with key
customers." Also, on
page 47 of your Form 10-K, you disclose that you have granted price
protection to certain
customers in accordance with their respective contracts and additionally
provide
cooperative advertising allowances to certain customers. Please clarify
your disclosure
Stephen Smith
FirstName LastNameStephen Smith
Inseego Corp.
Comapany 27, 2018
September NameInseego Corp.
September 27, 2018 Page 2
Page 2
FirstName LastName
and advise us.
In addition, if applicable please explain to us how you account for
variable consideration,
including but not limited to price concessions and cooperative
advertising
allowances, when determining the transaction price. In your response,
please address:
each specific circumstance that causes variability in the
consideration;
how you estimate variable consideration; and
your basis for concluding that it is probable a significant revenue
reversal will not
occur. Refer to ASC 606-10-32-11.
SaaS and Other Services, page 9
2. Please identify for us the services provided under your SaaS
arrangements (i.e.,
implementation services, post-contract customer support, minimum
service level
commitments, customer options that provide material rights, etc.) and
your basis for
concluding that they "include a single performance obligation
comprised of a series of
distinct services" as you stated on page 10 of this filing. Refer to
ASC 606-10-25-19
through 22.
Note 9. Commitments and Contingencies, page 17
3. Please explain to us the underlying facts and circumstances that were
the Company's basis
for filing a lawsuit against the former stockholders of RER. Please
also tell us how you
intend to account for the settlement of the lawsuit. Refer us to the
accounting literature
that supports this accounting. In addition, tell us if the reduction
in the amount owed to
the former shareholders of RER is an indication of an error in the
original values assigned
to the acquired assets of RER.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations- Three Months Ended June 30, 2018 Compared to Three
Months Ended
June 30, 2017, page 28
4. We note on page 29 you attribute the increase in Enterprise SaaS
Solutions cost of net
revenues to price concessions. Please explain to us why price
concessions result in an
increase in the cost of net revenues.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Kathryn Jacobson, Senior Staff Accountant at (202)
551-3365 or Robert
Littlepage, Accountant Branch Chief at (202) 551-3361 with any questions.
Stephen Smith
Inseego Corp.
September 27, 2018
Page 3
FirstName LastNameStephen Smith Sincerely,
Comapany NameInseego Corp.
Division of Corporation Finance
September 27, 2018 Page 3 Office of Telecommunications
FirstName LastName