UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM 8-K
____________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 1, 2023
____________________
(Exact Name of Registrant as Specified in its Charter)
____________________
(State or other jurisdiction of incorporation) | (Commission file number) | (I.R.S. Employer identification number) | ||||||
(Address of principal executive offices) (Zip Code)
(858 ) 812-3400
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The information in “Item 2.02 Results of Operations and Financial Condition” of this Current Report on Form 8-K and in Exhibit 99.1, attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may be incorporated by reference in a filing under the Exchange Act or the Securities Act of 1933, as amended, only if such subsequent filing specifically references such disclosure in this Form 8-K.
On March 1, 2023, Inseego Corp. issued a press release containing preliminary financial results for the quarter ended December 31, 2022.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release, dated March 1, 2023, containing Inseego Corp. preliminary financial results for the quarter ended December 31, 2022.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 1, 2023
| Inseego Corp. | |||||
| By: | /s/ Robert G. Barbieri | ||||
| Robert G. Barbieri | |||||
| Chief Financial Officer | |||||
Exhibit 99.1
Inseego Reports Fourth Quarter and Full Year 2022 Financial Results
FWA business up 122% year-over-year, making up 30% of revenue
Cloud software up 6% year-over-year, making up 27% of revenue
Gross margin expands to 30% on continued ramp in FWA and cloud software revenues
SAN DIEGO—March 1, 2023—Inseego Corp. (Nasdaq: INSG) (the “Company”), a leader in 5G edge cloud solutions for the enterprise, today reported its results for the fourth quarter and year ended December 31, 2022. The Company reported fourth quarter net revenue of $52.9 million, GAAP operating loss of $14.2 million, GAAP net loss of $15.3 million, GAAP net loss of $0.14 per share, adjusted EBITDA of negative $3.0 million, and non-GAAP net loss of $0.11 per share. Unrestricted cash and cash equivalents at quarter end was $7.1 million. On a full year basis, 2022 net revenue was $245.3 million.
“The fourth quarter proved to be a transformative period for Inseego, as our FWA business experienced significant growth,” said Ashish Sharma, CEO of Inseego. “This resulted in a 390 basis point increase in gross margin to 30%, despite a decline in our hotspot sales. In 2023, we are committed to achieving positive EBITDA and cash flow. This is driven by the ramp in our FWA business and the significant savings realized from our cost reduction initiatives implemented in 2022.”
Business Highlights
–FWA revenue comprised 30% of revenue in Q4, up 122% year-over-year
–Cloud software comprised 27% of revenue in Q4, up 6% year-over-year
–Enterprise FWA customer base grows to well over 1,000 at year-end
–In Q4, 90% of enterprise FWA sales included cloud software
–In Q4, new enterprise customers deployed FWA for multi-location retail and restaurants, construction, home builders, and the SD-WAN market
–Next generation 5G mobile hotspot launch with T-Mobile in the fourth quarter
“We entered 2023 with strong momentum in our FWA business, which we expect to lead to further improvement in gross margin,” said Bob Barbieri, CFO of Inseego. “In the fourth quarter, we consumed more cash than initially anticipated due to the combined impacts of lower hotspot sales, the timing of payments made to suppliers and some one-time expenses related to our cost initiatives. We have worked diligently to streamline our organization and cost structure in 2022. As a result, we expect to achieve positive cash flow in Q2 and build upon that progress over the remainder of the year.”
Conference Call Information
Inseego will host a conference call and live webcast for analysts and investors today at 5:00 p.m. ET. A Q&A session with analysts will be held live directly after the prepared remarks. To access the conference call:
•Online, visit https://investor.inseego.com/events-presentations
•Phone-only participants can pre-register by navigating to https://dpregister.com/sreg/10175578/f5e0645982
•Those without internet access or unable to pre-register may dial-in by calling:
◦In the United States, call 1-844-282-4463
1
◦International parties can access the call at 1-412-317-5613
An audio replay of the conference call will be available beginning one hour after the call through March 15, 2023. To hear the replay, parties in the United States may call 1-877-344-7529 and enter access code 9478810 followed by the # key. International parties may call 1-412-317-0088. In addition, the Inseego Corp. press release will be accessible from the Company's website before the conference call begins.
About Inseego Corp.
Inseego Corp. (Nasdaq: INSG) is the industry leader in 5G Enterprise cloud WAN solutions with millions of end customers and thousands of enterprise and SMB customers on its 4G, 5G and cloud platforms. Inseego’s 5G Edge Cloud combines the industry’s best 5G technology, rich cloud networking features and intelligent edge applications. Inseego powers new business experiences by connecting distributed sites and workforces, securing enterprise data and improving business outcomes with intelligent operational visibility---all over a 5G network. For more information on Inseego, visit www.inseego.com #Putting5GtoWork
©2023. Inseego Corp. All rights reserved. The Inseego name and logo, MiFi, Inseego Wavemaker, and Inseego 5G SD Edge are registered trademarks and trademarks of Inseego Corp. Other company, product or service names mentioned herein are the trademarks of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
Some of the information presented in this news release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business and financial performance and often contain words such as “may,” “estimate,” “anticipate,” “believe,” “expect,” “intend,” “plan,” “project,” “will” and similar words and phrases indicating future results. The information presented in this news release related to our future business outlook, the future demand for our products, as well as other statements that are not purely statements of historical fact, are forward-looking in nature. These forward-looking statements are made on the basis of management’s current expectations, assumptions, estimates and projections and are subject to significant risks and uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements. We therefore cannot guarantee future results, performance or achievements. Actual results could differ materially from our expectations.
Factors that could cause actual results to differ materially from the Company’s expectations include: (1) the future demand for wireless broadband access to data and asset management software and services; (2) the growth of wireless wide-area networking and asset management software and services; (3) customer and end-user acceptance of the Company’s current product and service offerings and market demand for the Company’s anticipated new product and service offerings; (4) increased competition and pricing pressure from participants in the markets in which the Company is engaged; (5) dependence on third-party manufacturers and key component suppliers worldwide; (6) the impact that new or adjusted tariffs may have on the cost of components or our products, and our ability to sell products internationally; (7) the impact of fluctuations of foreign currency exchange rates; (8) the impact of geopolitical instability and supply chain challenges on our ability to source components and manufacture our products; (9) unexpected liabilities or expenses; (10) the Company’s ability to introduce new products and services in a timely manner, including the ability to develop and launch 5G products at the speed and functionality required by our customers; (11) litigation, regulatory and IP developments related to our products or components of our products; (12) dependence on a small number of customers for a significant portion of the Company’s revenues and accounts receivable; (13) the Company’s ability to raise additional financing when the Company requires capital for operations or to satisfy corporate obligations; (14) the Company’s plans and expectations relating to acquisitions, divestitures, strategic relationships, international expansion, software and hardware developments, personnel matters, and cost containment initiatives, including restructuring activities and the timing of their implementations; (15) the global semiconductor shortage and any related price increases or supply chain disruptions, (16) the potential impact of COVID-19 on the business, and (17) the impact of high rates of inflation and rising interest rates.
These factors, as well as other factors set forth as risk factors or otherwise described in the reports filed by the Company with the SEC (available at www.sec.gov), could cause actual results to differ materially from those expressed in the Company’s forward-looking statements. The Company assumes no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future, except as otherwise required pursuant to applicable law and our on-going reporting obligations under the Securities Exchange Act of 1934, as amended.
Non-GAAP Financial Measures
2
Inseego Corp. has provided financial information in this news release that has not been prepared in accordance with GAAP. Adjusted EBITDA, non-GAAP net loss, non-GAAP net loss per share and non-GAAP operating costs and expenses exclude preferred stock dividends, share-based compensation expense, amortization of intangible assets purchased through acquisitions, amortization of discount and issuance costs related to our 2025 Notes and the revolving credit facility, fair value adjustments on derivative instruments, a one-time prior period adjustment related to unamortized debt discount and loss on debt extinguishment relating to our 2025 Notes, and other non-recurring legal expenses. Adjusted EBITDA also excludes interest, taxes, depreciation and amortization (unrelated to acquisitions and the 2025 Notes), impairment of capitalized software, foreign exchange gains and losses, and other.
Adjusted EBITDA, non-GAAP net loss, non-GAAP net loss per share and non-GAAP operating costs and expenses are supplemental measures of our performance that are not required by, or presented in accordance with, GAAP. These non-GAAP financial measures have limitations as an analytical tool and are not intended to be used in isolation or as a substitute for operating expenses, net loss, net loss per share or any other performance measure determined in accordance with GAAP. We present these non-GAAP financial measures because we consider each to be an important supplemental measure of our performance.
We use these non-GAAP financial measures to make operational decisions, evaluate our performance, prepare forecasts and determine compensation. Further, we believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing our performance when planning, forecasting and analyzing future periods. Share-based compensation expenses are expected to vary depending on the number of new incentive award grants issued to both current and new employees, the number of such grants forfeited by former employees, and changes in our stock price, stock market volatility, expected option term and risk-free interest rates, all of which are difficult to estimate. In calculating non-GAAP financial measures, we exclude certain non-cash and one-time items in order to facilitate comparability of our operating performance on a period-to-period basis because such expenses are not, in our view, related to our ongoing operating performance. We use this view of our operating performance for purposes of comparison with its business plan and individual operating budgets and in the allocation of resources.
We further believe that these non-GAAP financial measures are useful to investors in providing greater transparency to the information used by management in its operational decision-making. The Company believes that the use of these non-GAAP financial measures also facilitates a comparison of our underlying operating performance with that of other companies in our industry, which use similar non-GAAP financial measures to supplement their GAAP results.
In the future, we expect to continue to incur expenses similar to the non-GAAP adjustments described above, and exclusion of these items in the presentation of our non-GAAP financial measures should not be construed as an inference that these costs are unusual, infrequent or non-recurring. Investors and potential investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool. The limitations of relying on non-GAAP financial measures include, but are not limited to, the fact that other companies, including other companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting their usefulness as a comparative tool.
Investors and potential investors are encouraged to review the reconciliation of our non-GAAP financial measures contained within this news release with our GAAP financial results.
Inseego Corp. Media Contact:
Anette Gaven
+1 (619) 993-3058
Anette.Gaven@inseego.com
Investor Relations Contact:
Kevin Liu
+1 (626) 657-0013
Investor.Relations@inseego.com
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INSEEGO CORP.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Net revenues: | |||||||||||||||||||||||
| IoT & Mobile Solutions | $ | 46,272 | $ | 66,214 | $ | 218,401 | $ | 217,984 | |||||||||||||||
| Enterprise SaaS Solutions | 6,643 | 6,678 | 26,922 | 44,415 | |||||||||||||||||||
| Total net revenues | 52,915 | 72,892 | 245,323 | 262,399 | |||||||||||||||||||
| Cost of net revenues: | |||||||||||||||||||||||
| IoT & Mobile Solutions | 34,228 | 51,827 | 166,033 | 168,604 | |||||||||||||||||||
| Enterprise SaaS Solutions | 2,876 | 2,905 | 12,381 | 17,870 | |||||||||||||||||||
| Total cost of net revenues | 37,104 | 54,732 | 178,414 | 186,474 | |||||||||||||||||||
| Gross profit | 15,811 | 18,160 | 66,909 | 75,925 | |||||||||||||||||||
| Operating costs and expenses: | |||||||||||||||||||||||
| Research and development | 11,640 | 13,719 | 59,237 | 52,673 | |||||||||||||||||||
| Sales and marketing | 7,699 | 8,237 | 33,488 | 38,234 | |||||||||||||||||||
| General and administrative | 7,238 | 5,593 | 27,339 | 28,250 | |||||||||||||||||||
| Amortization of purchased intangible assets | 430 | 443 | 1,749 | 2,092 | |||||||||||||||||||
| Impairment of capitalized software | 3,014 | — | 3,014 | 1,197 | |||||||||||||||||||
| Total operating costs and expenses | 30,021 | 27,992 | 124,827 | 122,446 | |||||||||||||||||||
| Operating loss | (14,210) | (9,832) | (57,918) | (46,521) | |||||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Gain on sale of Ctrack South Africa | — | — | — | 5,262 | |||||||||||||||||||
| Loss on debt conversion and extinguishment, net | — | — | (450) | (432) | |||||||||||||||||||
| Interest expense, net | (1,985) | (1,696) | (8,606) | (6,874) | |||||||||||||||||||
| Other (expense) income, net | 1,685 | 554 | (1,460) | 845 | |||||||||||||||||||
| Loss before income taxes | (14,510) | (10,974) | (68,434) | (47,720) | |||||||||||||||||||
| Income tax provision (benefit) | 117 | (254) | (465) | 191 | |||||||||||||||||||
| Net loss | (14,627) | (10,720) | (67,969) | (47,911) | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interests | — | — | — | (214) | |||||||||||||||||||
| Net loss attributable to Inseego Corp. | (14,627) | (10,720) | (67,969) | (48,125) | |||||||||||||||||||
| Series E preferred stock dividends and deemed dividends from the preferred stock exchange | (707) | (647) | (2,736) | (4,243) | |||||||||||||||||||
| Net loss attributable to common stockholders | $ | (15,334) | $ | (11,367) | $ | (70,705) | $ | (52,368) | |||||||||||||||
| Per share data: | |||||||||||||||||||||||
| Net loss per common share: | |||||||||||||||||||||||
| Basic and diluted | $ | (0.14) | $ | (0.11) | $ | (0.66) | $ | (0.51) | |||||||||||||||
| Weighted-average shares used in computation of net loss per common share: | |||||||||||||||||||||||
| Basic and diluted | 108,136,194 | 105,205,342 | 107,269,331 | 103,246,308 | |||||||||||||||||||
4
INSEEGO CORP.
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| December 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 7,143 | $ | 46,474 | |||||||
| Restricted cash | — | — | |||||||||
| Accounts receivable, net | 25,259 | 26,781 | |||||||||
| Inventories | 37,976 | 37,402 | |||||||||
| Prepaid expenses and other | 7,978 | 13,624 | |||||||||
| Total current assets | 78,356 | 124,281 | |||||||||
| Property, plant and equipment, net | 5,390 | 8,102 | |||||||||
| Rental assets, net | 4,816 | 4,575 | |||||||||
| Intangible assets, net | 41,383 | 46,995 | |||||||||
| Goodwill | 21,922 | 20,336 | |||||||||
| Right-of-use assets, net | 6,662 | 7,839 | |||||||||
| Other assets | 488 | 377 | |||||||||
| Total assets | $ | 159,017 | $ | 215,843 | |||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | 29,018 | $ | 48,577 | |||||||
| Accrued expenses and other current liabilities | 27,945 | 26,253 | |||||||||
| Total current liabilities | 56,963 | 74,830 | |||||||||
| Long-term liabilities: | |||||||||||
| 2025 Notes, net | 158,427 | 157,866 | |||||||||
| Revolving credit facility | 6,919 | — | |||||||||
| Deferred tax liabilities, net | 323 | 852 | |||||||||
| Other long-term liabilities | 6,503 | 7,149 | |||||||||
| Total liabilities | 229,135 | 240,697 | |||||||||
| Commitments and contingencies | |||||||||||
| Stockholders’ deficit: | |||||||||||
Common stock | 108 | 105 | |||||||||
| Additional paid-in capital | 793,855 | 770,619 | |||||||||
| Accumulated other comprehensive loss | (6,329) | (8,531) | |||||||||
| Accumulated deficit | (857,752) | (787,047) | |||||||||
| Total stockholders’ deficit attributable to Inseego Corp. | (70,118) | (24,854) | |||||||||
| Noncontrolling interests | — | — | |||||||||
| Total stockholders’ deficit | (70,118) | (24,854) | |||||||||
| Total liabilities and stockholders’ deficit | $ | 159,017 | $ | 215,843 | |||||||
5
INSEEGO CORP.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||||||||||||
| Cash flows from operating activities: | |||||||||||||||||||||||
| Net loss | $ | (14,627) | $ | (10,720) | $ | (67,969) | $ | (47,911) | |||||||||||||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||||||||||||||||||||||
| Depreciation and amortization | 6,270 | 6,199 | 27,206 | 25,330 | |||||||||||||||||||
| Fair value adjustment on derivative instrument | (24) | (391) | (926) | (3,826) | |||||||||||||||||||
| Provision for bad debts, net of recoveries | 160 | 55 | 189 | 401 | |||||||||||||||||||
| Impairment of capitalized software | 3,014 | — | 3,014 | 1,197 | |||||||||||||||||||
| Provision for excess and obsolete inventory | 1,284 | 70 | 2,614 | 657 | |||||||||||||||||||
| Share-based compensation expense | 1,983 | 2,182 | 17,875 | 16,649 | |||||||||||||||||||
| Amortization of debt discount and debt issuance costs | 488 | 378 | 2,960 | 1,495 | |||||||||||||||||||
| Loss on debt conversion and extinguishment, net | — | — | 450 | 432 | |||||||||||||||||||
| Gain on sale of Ctrack South Africa | — | — | — | (5,262) | |||||||||||||||||||
| Deferred income taxes | (347) | (228) | (570) | (53) | |||||||||||||||||||
| Right-of-use assets | 211 | (220) | 1,268 | 1,144 | |||||||||||||||||||
| Other | — | (286) | — | 286 | |||||||||||||||||||
| Changes in assets and liabilities, net of effects of divestiture: | |||||||||||||||||||||||
| Accounts receivable | 3,002 | (3,982) | 2,441 | (1,148) | |||||||||||||||||||
| Inventories | 2,861 | (4,605) | (3,065) | (12,494) | |||||||||||||||||||
| Prepaid expenses and other assets | 2,919 | (2,273) | 5,642 | (1,988) | |||||||||||||||||||
| Accounts payable | (12,765) | 4,098 | (26,313) | (3,108) | |||||||||||||||||||
| Accrued expenses, income taxes, and other | (2,826) | (952) | 3,450 | 4,448 | |||||||||||||||||||
| Operating lease liabilities | (189) | 220 | (1,555) | (1,461) | |||||||||||||||||||
| Net cash (used in) provided by operating activities | (8,586) | (10,455) | (33,289) | (25,212) | |||||||||||||||||||
| Cash flows from investing activities: | |||||||||||||||||||||||
| Acquisition of noncontrolling interest | — | — | — | (116) | |||||||||||||||||||
| Purchases of property, plant and equipment | (278) | (629) | (1,481) | (4,928) | |||||||||||||||||||
| Proceeds from the sale of property, plant and equipment | — | 195 | — | 1,338 | |||||||||||||||||||
Proceeds from sale of Ctrack South Africa, net of cash divested1 | — | 2,163 | — | 33,689 | |||||||||||||||||||
| Additions to capitalized software development costs and purchases of intangible assets | (2,596) | (3,316) | (11,838) | (23,905) | |||||||||||||||||||
| Net cash (used in) provided by investing activities | (2,874) | (1,587) | (13,319) | 6,078 | |||||||||||||||||||
| Cash flows from financing activities: | |||||||||||||||||||||||
| Net borrowing of bank and overdraft facilities | (111) | (50) | (569) | 265 | |||||||||||||||||||
| Principal payments on financed assets | — | — | (1,567) | — | |||||||||||||||||||
| Borrowings on asset-backed revolving credit facility | 3,351 | — | 12,351 | — | |||||||||||||||||||
| Repayment on asset-backed revolving credit facility | — | — | (4,500) | — | |||||||||||||||||||
| Payment of debt issuance costs on asset-backed revolving credit facility | — | — | (1,126) | — | |||||||||||||||||||
| Principal payments under finance lease obligations | — | (62) | (62) | (3,200) | |||||||||||||||||||
| Proceeds from a public offering, net of issuance costs | — | — | — | 29,370 | |||||||||||||||||||
| Proceeds from stock option exercises and ESPP, net of taxes paid on vested restricted stock units | 704 | 1,054 | 900 | 3,486 | |||||||||||||||||||
| Net cash (used in) provided by financing activities | 3,944 | 942 | 5,427 | 29,921 | |||||||||||||||||||
| Effect of exchange rates on cash | (3,404) | (697) | (1,488) | (990) | |||||||||||||||||||
| Net increase in cash, cash equivalents and restricted cash | (10,920) | (11,797) | (42,669) | 9,797 | |||||||||||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 18,063 | 61,609 | 49,812 | 40,015 | |||||||||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 7,143 | $ | 49,812 | $ | 7,143 | $ | 49,812 | |||||||||||||||
1The amount for the year ended December 31, 2021 is net of cash divested of $5.0 million.
6
INSEEGO CORP.
Reconciliation of GAAP Net Loss Attributable to Common Shareholders to Non-GAAP Net Loss
(In thousands, except per share data)
(Unaudited)
| Three Months Ended December 31, 2022 | Year Ended December 31, 2022 | ||||||||||||||||||||||
| Net Loss | Net Loss Per Share | Net Loss | Net Loss Per Share | ||||||||||||||||||||
| GAAP net loss attributable to common stockholders | $ | (15,334) | $ | (0.14) | $ | (70,705) | $ | (0.66) | |||||||||||||||
| Adjustments: | |||||||||||||||||||||||
Preferred stock dividends(a) | 707 | 0.01 | 2,736 | 0.03 | |||||||||||||||||||
| Share-based compensation expense | 1,984 | 0.02 | 17,875 | 0.18 | |||||||||||||||||||
| Purchased intangibles amortization | 428 | — | 2,038 | 0.02 | |||||||||||||||||||
Debt discount and issuance costs amortization(b) | 450 | — | 2,922 | 0.03 | |||||||||||||||||||
Fair value adjustment on derivative instrument(c) | — | — | (926) | (0.01) | |||||||||||||||||||
Loss on debt conversion and extinguishment(e) | — | — | 450 | — | |||||||||||||||||||
Other(f) | — | — | (109) | — | |||||||||||||||||||
| Non-GAAP net loss | $ | (11,765) | $ | (0.11) | $ | (45,719) | $ | (0.41) | |||||||||||||||
(a) Includes accrued dividends on Series E Preferred Stock and deemed dividend as part of preferred stock exchange.
(b) Includes the debt discount and issuance costs amortization related to the 2025 Notes.
(c) Includes the fair value adjustment related to the Company’s interest make-whole derivative instrument.
(e) Includes the loss on debt conversion and extinguishment of the 2025 Notes.
(f) Primarily includes non-recurring legal settlements.
See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.
7
INSEEGO CORP.
Reconciliation of GAAP Cost of Net Revenues and Operating Costs and Expenses to Non-GAAP Operating Costs and Expenses
Three Months Ended December 31, 2022
(In thousands)
(Unaudited)
GAAP | Share-based compensation expense | Purchased intangibles amortization | Non-GAAP | ||||||||||||||||||||
Cost of net revenues | $ | 37,104 | $ | 239 | $ | — | $ | 36,865 | |||||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||
Research and development | 11,640 | 377 | — | 11,263 | |||||||||||||||||||
Sales and marketing | 7,699 | 426 | — | 7,273 | |||||||||||||||||||
General and administrative | 7,238 | 942 | — | 6,296 | |||||||||||||||||||
Amortization of purchased intangible assets | 430 | — | 428 | 2 | |||||||||||||||||||
Impairment of purchased intangible assets | 3,014 | — | — | 3,014 | |||||||||||||||||||
Total operating costs and expenses | $ | 30,021 | 1,745 | 428 | $ | 27,848 | |||||||||||||||||
Total | $ | 1,984 | $ | 428 | |||||||||||||||||||
See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.
8
INSEEGO CORP.
Reconciliation of GAAP Cost of Net Revenues and Operating Costs and Expenses to Non-GAAP Operating Costs and Expenses
Twelve Months Ended December 31, 2022
(In thousands)
(Unaudited)
| GAAP | Share-based compensation expense | Purchased intangibles amortization | Non-recurring costs (a) | Non-GAAP | |||||||||||||||||||||||||
Cost of net revenues | $ | 178,414 | $ | 2,114 | $ | 290 | $ | — | $ | 176,010 | |||||||||||||||||||
Operating costs and expenses: | |||||||||||||||||||||||||||||
Research and development | 59,237 | 5,407 | — | — | 53,830 | ||||||||||||||||||||||||
Sales and marketing | 33,488 | 3,495 | — | — | 29,993 | ||||||||||||||||||||||||
General and administrative | 27,339 | 6,859 | — | — | 20,480 | ||||||||||||||||||||||||
Amortization of purchased intangible assets | 1,749 | — | 1,748 | — | 1 | ||||||||||||||||||||||||
Impairment of purchased intangible assets | 3,014 | — | — | — | 3,014 | ||||||||||||||||||||||||
Total operating costs and expenses | $ | 124,827 | 15,761 | 1,748 | — | $ | 107,318 | ||||||||||||||||||||||
Total | $ | 17,875 | $ | 2,038 | $ | — | |||||||||||||||||||||||
(a) Includes non-recurring legal settlement costs.
See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.
9
INSEEGO CORP.
Reconciliation of GAAP Net Loss Attributable to Common Shareholders to Adjusted EBITDA
(In thousands)
(Unaudited)
| Three Months Ended December 31, 2022 | Year Ended December 31, 2022 | ||||||||||
| GAAP net loss attributable to common shareholders | $ | (15,334) | $ | (70,705) | |||||||
Preferred stock dividends(a) | 707 | 2,736 | |||||||||
| Income tax provision (benefit) | 117 | (465) | |||||||||
| Depreciation and amortization | 6,270 | 27,206 | |||||||||
| Share-based compensation expense | 1,983 | 17,875 | |||||||||
Fair value adjustment of derivative(b) | (24) | (926) | |||||||||
Impairment of capitalized software(c) | 3,014 | 3,014 | |||||||||
Loss on debt conversion and extinguishment(d) | — | 450 | |||||||||
Interest expense, net(e) | 1,985 | 8,606 | |||||||||
Other(f) | (1,685) | 2,408 | |||||||||
| Adjusted EBITDA | $ | (2,967) | $ | (9,801) | |||||||
(a) Includes accrued dividends on Series E Preferred Stock and deemed dividend as part of preferred stock exchange.
(b) Includes the fair value adjustment related to the Company’s interest make-whole derivative instrument.
(c) Includes impairment charges related to abandoned internal-use software.
(d) Includes the loss on debt conversion and extinguishment of the 2025 Notes.
(e) Includes interest expense including debt discount and issuance costs amortization related to the 2025 Notes.
(f) Includes non-recurring legal settlement and foreign exchange gains and losses.
See “Non-GAAP Financial Measures” for information regarding our use of Non-GAAP financial measures.
10
INSEEGO CORP.
Quarterly Net Revenues by Product Grouping
(In thousands)
(Unaudited)
| Three Months Ended | |||||||||||||||||||||||||||||
| December 31, 2022 | September 30, 2022 | June 30, 2022 | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||
| IoT & Mobile Solutions | $ | 46,272 | $ | 62,633 | $ | 54,990 | $ | 54,506 | $ | 66,214 | |||||||||||||||||||
| Enterprise SaaS Solutions | 6,643 | 6,534 | 6,866 | 6,879 | 6,678 | ||||||||||||||||||||||||
| Total net revenues | $ | 52,915 | $ | 69,167 | $ | 61,856 | $ | 61,385 | $ | 72,892 | |||||||||||||||||||
11