PART I—FINANCIAL INFORMATION Item 1. Financial Statements Presents unaudited condensed consolidated financial statements, including balance sheets, statements of operations, comprehensive loss, stockholders' deficit, cash flows, and related notes Condensed Consolidated Balance Sheets (Unaudited) Condensed consolidated balance sheets reflect financial position, showing decreased assets, liabilities, and stockholders' deficit Balance Sheet Summary | Metric (in thousands) | June 30, 2021 | December 31, 2020 | | :-------------------- | :------------ | :---------------- | | Total assets | $224,740 | $227,394 | | Total liabilities | $233,646 | $255,293 | | Total stockholders' deficit | $(8,906) | $(27,899) | - Assets held for sale increased significantly to $42,450 thousand as of June 30, 2021, from zero at December 31, 2020, related to the expected sale of Ctrack South Africa operations9 Condensed Consolidated Statements of Operations (Unaudited) Statements of operations show decreased net revenues but significantly reduced net loss due to lower debt extinguishment losses Statements of Operations Summary | Metric (in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total net revenues | $65,693 | $80,689 | $123,290 | $137,529 | | Gross profit | $20,349 | $22,000 | $38,824 | $39,227 | | Operating loss | $(10,520) | $(5,337) | $(26,714) | $(13,077) | | Net loss attributable to Inseego Corp. | $(13,043) | $(74,830) | $(30,215) | $(93,028) | | Net loss per common share (Basic and Diluted) | $(0.14) | $(0.78) | $(0.31) | $(1.01) | - Loss on debt conversion and extinguishment, net, was significantly lower in 2021 ($0 for Q2, $432k for H1) compared to 2020 ($67.2M for Q2, $75.2M for H1), contributing to the reduced net loss11 Condensed Consolidated Statements of Comprehensive Loss (Unaudited) Comprehensive loss statements show net loss adjusted for foreign currency translation, indicating substantial improvement from prior year Statements of Comprehensive Loss Summary | Metric (in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net loss | $(13,043) | $(74,836) | $(30,001) | $(93,002) | | Foreign currency translation adjustment | $2,425 | $1,576 | $693 | $(11,904) | | Total comprehensive loss | $(10,618) | $(73,260) | $(29,308) | $(104,906) | Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) Stockholders' deficit statements detail changes in equity components, including net loss, foreign currency translation, share-based compensation, and stock issuances Stockholders' Deficit Summary | Metric (in thousands) | Balance, December 31, 2020 | Balance, June 30, 2021 | | :-------------------- | :------------------------- | :--------------------- | | Common Stock Amount | $99 | $103 | | Additional Paid-in Capital | $711,487 | $761,412 | | Accumulated Deficit | $(732,422) | $(764,150) | | Total Stockholders' Deficit | $(27,899) | $(8,906) | - Additional paid-in capital increased by $49.9 million from December 31, 2020, to June 30, 2021, driven by share-based compensation, stock option exercises, and common shares issued in public offerings and debt conversions19 Condensed Consolidated Statements of Cash Flows (Unaudited) Operating cash flows shifted to negative, investing activities used cash, and financing activities provided cash from a public offering Cash Flow Activities Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(12,030) | $4,662 | | Net cash used in investing activities | $(17,434) | $(13,233) | | Net cash provided by financing activities | $29,511 | $41,144 | | Net increase in cash, cash equivalents and restricted cash | $368 | $30,026 | | Cash, cash equivalents and restricted cash, end of period | $40,383 | $42,100 | - The shift in operating cash flow from positive to negative in H1 2021 was mainly due to the net loss incurred and net cash used by working capital, partially offset by non-cash adjustments like depreciation and share-based compensation208 - Financing activities in H1 2021 were primarily driven by net proceeds from the ATM Offering ($29.4 million) and stock option exercises, while H1 2020 included proceeds from 2025 Notes and Series E Preferred Stock issuance211 Notes to Condensed Consolidated Financial Statements (Unaudited) Notes provide essential context and detailed breakdowns for financial statements, covering accounting policies, estimates, segments, and line items 1. Basis of Presentation Outlines financial statement preparation, highlights COVID-19 and semiconductor risks, details liquidity, and describes revenue recognition across IoT & Mobile and Enterprise SaaS segments - The COVID-19 pandemic and global semiconductor shortage pose ongoing risks, potentially impacting supply chains and demand, though the semiconductor shortage has not materially impacted the Company directly as of June 30, 20212627 Liquidity and Capital Resources | Liquidity Metric (in thousands) | June 30, 2021 | | :------------------------------ | :------------ | | Available cash and cash equivalents | $36,700 | | Working capital | $32,400 | - The company generates revenue from IoT & Mobile Solutions (4G LTE, 5G products, MiFi™, Skyus, Inseego Subscribe™) and Enterprise SaaS Solutions (Ctrack telematics platforms)404143 2. Financial Statement Details Provides detailed breakdown of inventories and accrued expenses, showing changes between June 30, 2021, and December 31, 2020 Inventories Breakdown | Inventories (in thousands) | June 30, 2021 | December 31, 2020 | | :------------------------- | :------------ | :---------------- | | Finished goods | $24,881 | $27,009 | | Raw materials and components | $2,663 | $6,943 | | Total inventories | $27,544 | $33,952 | Accrued Expenses and Other Current Liabilities | Accrued Expenses (in thousands) | June 30, 2021 | December 31, 2020 | | :------------------------------ | :------------ | :---------------- | | Payroll and related expenses | $9,063 | $6,006 | | Other | $3,835 | $6,540 | | Total accrued expenses and other current liabilities | $22,874 | $23,373 | 3. Fair Value Measurement of Assets and Liabilities Explains fair value measurement hierarchy and details valuation of Level 3 interest make-whole payment derivative liability for 2025 Notes - The fair value of the interest make-whole payment derivative liability for the 2025 Notes was determined using a Monte Carlo model, with key assumptions including 50% volatility and a 0.63% risk-free rate as of June 30, 202150 Level 3 Liabilities (Interest Make-Whole Payment) | Level 3 Liabilities (in thousands) | December 31, 2020 | June 30, 2021 | | :--------------------------------- | :---------------- | :------------ | | Interest make-whole payment | $4,898 | $2,929 | - A $1.8 million gain on the change in fair value of the embedded derivative was recorded in other income, net, for the six months ended June 30, 202156 4. Business Divestiture Company agreed to sell Ctrack South Africa operations for $36.6 million, with assets classified as held for sale; sale completed July 30, 2021 - On February 24, 2021, Inseego Corp. agreed to sell its Ctrack South Africa operations for 528.9 million ZAR (approximately $36.6 million USD)58 Ctrack South Africa Assets and Liabilities Held for Sale | Ctrack South Africa (in thousands) | Balance as of June 30, 2021 | | :--------------------------------- | :-------------------------- | | Total assets held for sale | $42,450 | | Total liabilities related to assets held for sale | $11,132 | - The sale was completed on July 30, 2021, with initial cash proceeds of approximately $36.6 million received34 5. Debt Details debt structure, including Term Loan repayment, 2025 Notes issuance, and 2022 Notes conversion; $161.9 million of 2025 Notes outstanding - The Term Loan was fully repaid on May 12, 2020, using proceeds from the 2025 Notes offering, including $47.5 million in principal65 - The company issued $100.0 million in 2025 Notes through a public offering and $80.4 million in 2025 Notes through private exchange transactions for 2022 Notes7071 2025 Notes Debt Details | 2025 Notes (in thousands) | June 30, 2021 | December 31, 2020 | | :------------------------ | :------------ | :---------------- | | Principal | $161,898 | $166,898 | | Net carrying amount | $159,120 | $165,147 | | Effective interest rate (H1) | 4.16% | N/A | - During H1 2021, approximately $5.0 million in principal amount of 2025 Notes were converted into 428,669 shares of common stock72 6. Share-based Compensation Share-based compensation expense for Q2 and H1 2021 was $2.3 million and $11.4 million, respectively, with summarized stock option and RSU activity Share-based Compensation Expense | Share-based Compensation (in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total | $2,307 | $4,428 | $11,405 | $5,981 | Stock Options Activity | Stock Options Activity | December 31, 2020 | June 30, 2021 | | :--------------------- | :---------------- | :------------ | | Outstanding | 8,479,979 | 8,571,014 | | Exercisable | N/A | 4,596,393 | Restricted Stock Units Activity | Restricted Stock Units Activity | December 31, 2020 | June 30, 2021 | | :------------------------------ | :---------------- | :------------ | | Non-vested | 417,105 | 419,619 | 7. Earnings Per Share Explains basic and diluted EPS calculation, noting exclusion of anti-dilutive securities like convertible notes, stock options, and RSUs during loss periods - For the three and six months ended June 30, 2021, 25,831,419 shares related to convertible notes, stock options, and RSUs were excluded from diluted EPS computation because their effect would have been anti-dilutive97 8. Private Placements and Public Offering Details equity financing activities, including January 2021 ATM Offering generating $29.4 million net proceeds, and Series E Preferred Stock transactions - In January 2021, the company sold 1,516,073 shares of common stock through an ATM Offering, generating net proceeds of $29.4 million100 - On March 6, 2020, the company issued 25,000 shares of Series E Preferred Stock for $25.0 million, and later repurchased 2,330 shares for $2.4 million on May 12, 2020101102 9. Geographic Information and Concentrations of Risk Provides net revenue breakdown by geographic region and highlights significant customer and vendor concentrations, indicating reliance on key customers Net Revenues by Geographic Region | Geographic Region (in thousands) | Three Months Ended June 30, 2021 | Six Months Ended June 30, 2021 | | :------------------------------- | :------------------------------- | :----------------------------- | | United States and Canada | $51,473 | $94,209 | | South Africa | $7,790 | $14,898 | | Other | $6,430 | $14,183 | | Total | $65,693 | $123,290 | - For the three months ended June 30, 2021, two customers accounted for 68.0% of net revenues104106 - For the six months ended June 30, 2021, two customers accounted for 65.1% of net revenues104106 - As of June 30, 2021, two customers and one vendor accounted for 35.6%, 12.9%, and 11.3% of accounts receivable, net, respectively106 10. Commitments and Contingencies Addresses legal proceedings, including patent infringement and RER settlement, with management believing no material adverse effect on financial condition - The company is involved in patent infringement lawsuits and other legal actions, but believes liabilities from these matters will not have a material adverse effect107109 - In July 2020, the company issued 89,928 shares of common stock to former RER stockholders, satisfying all remaining liabilities under a settlement agreement108 11. Leases Details lease accounting for operating leases as lessee and lessor, outlining right-of-use assets, lease liabilities, and future minimum lease payments Lease Financial Metrics | Lease Metrics (in thousands) | June 30, 2021 | | :--------------------------- | :------------ | | Right-of-use assets | $8,300 | | Lease liabilities | $9,200 | | Weighted-average remaining lease term | 5.5 years | | Weighted-average discount rate | 9.1% | Future Minimum Operating Lease Payments Schedule | Future Minimum Operating Lease Payments (in thousands) | Amount | | :------------------------------------- | :----- | | 2021 (remainder) | $1,231 | | 2022 | $2,282 | | 2023 | $1,959 | | 2024 | $1,806 | | 2025 | $1,652 | | Thereafter | $2,813 | | Total minimum operating lease payments | $11,743 | 12. Income Taxes Income tax provision for H1 2021 was $0.4 million, primarily due to foreign and state taxes, with full valuation allowances; American Rescue Plan Act not expected to materially impact tax rate Income Tax Provision (Benefit) | Income Tax (in thousands) | Three Months Ended June 30, 2021 | Three Months Ended June 30, 2020 | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Income tax provision (benefit) | $228 | $(115) | $449 | $(24) | - The company's income tax expense differs from statutory rates primarily due to full valuation allowances at its U.S.-based entities and many foreign subsidiaries119 - The American Rescue Plan Act, 2021, is not expected to have a material impact on the company's effective tax rate or income tax expense for the year ending December 31, 2021121 13. Subsequent Events Completed Ctrack South Africa sale on July 30, 2021, receiving $36.6 million cash proceeds; estimated $4.4 million gain expected in Q3 2021 - The sale of Ctrack South Africa was completed on July 30, 2021, with initial cash proceeds of approximately $36.6 million124 - An estimated gain of approximately $4.4 million from the sale is expected to be recognized as other income, net, in the condensed consolidated results of operations during the three months ended September 30, 2021124 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of financial condition and results of operations, covering forward-looking statements, business overview, revenue, influencing factors, accounting policies, performance, liquidity, and cash flows Forward Looking Statements Cautionary note on forward-looking statements, outlining risks and uncertainties that could cause actual results to differ materially from projections - Key risk factors include the ability to compete in wireless broadband and asset management, successful product development (especially 5G NR), customer concentration, debt refinancing, supply chain reliance (semiconductors), impact of COVID-19, and geopolitical instability127130 - The company disclaims any undertaking to publicly update or revise forward-looking statements126 Business Overview Inseego Corp. leads in 4G/5G wireless, IIoT, and cloud solutions, recently completing the sale of Ctrack South Africa operations for $36.6 million - Inseego Corp. specializes in 4G and 5G NR fixed and mobile wireless solutions, IIoT, and cloud solutions, with products designed and developed in the U.S132 - The company completed the sale of its Ctrack South Africa operations on July 30, 2021, for approximately $36.6 million USD134135 Our Sources of Revenue Generates revenue from intelligent wireless hardware (MiFi, Skyus) for mobile and IIoT markets, and SaaS solutions (Ctrack, Inseego Subscribe), classified into IoT & Mobile and Enterprise SaaS - Revenue sources include intelligent wireless 4G and 5G hardware (fixed wireless routers, gateways, mobile hotspots, USB modems) for mobile communications and IIoT markets, and SaaS platforms for fleet management, telematics, and subscription management136140 - Products are sold under MiFi and Skyus brands, with MiFi customers primarily wireless operators (Verizon, AT&T, T-Mobile), and IIoT products sold through direct sales, VARs, and distributors to transportation, industrial, and government sectors137138139 - Revenue is classified into IoT & Mobile Solutions (including Inseego Subscribe) and Enterprise SaaS Solutions (Ctrack platforms)141 Factors Which May Influence Future Results of Operations Future results influenced by economic conditions, competition, 5G adoption, supply chain, pricing, and COVID-19; operating costs driven by R&D, sales, marketing, and G&A - Future net revenues are influenced by economic environment, competition in telematics and 5G, acceptance in new vertical markets, 5G infrastructure deployment and adoption, supply chain for semiconductors, product pricing, COVID-19 impact, and the Ctrack South Africa sale142145 - Cost of net revenues includes manufacturing, distribution, SaaS delivery, warranty, and inventory adjustments, which are impacted by product demand147 - Operating costs consist of R&D (5G product development), sales and marketing (5G product promotion), and general and administrative expenses (corporate functions, public company compliance, legal)148149150 Critical Accounting Policies and Estimates No material changes to critical accounting policies and estimates since the December 31, 2020, Form 10-K filing - No material changes to critical accounting policies and estimates have occurred since the last Form 10-K filing153 Results of Operations Comparative analysis of financial performance for Q2 and H1 2021 versus 2020, detailing changes in revenues, costs, gross profit, and operating expenses Three Months Ended June 30, 2021 Compared to Three Months Ended June 30, 2020 Net revenues decreased by 18.6% due to lower IoT & Mobile sales, offset by Enterprise SaaS growth; gross margin improved, and net loss significantly decreased Results of Operations Summary | Metric (in thousands) | June 30, 2021 | June 30, 2020 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total net revenues | $65,693 | $80,689 | $(14,996) | (18.6%) | | IoT & Mobile Solutions | $51,836 | $69,314 | $(17,478) | (25.2%) | | Enterprise SaaS Solutions | $13,857 | $11,375 | $2,482 | 21.8% | | Gross profit | $20,349 | $22,000 | $(1,651) | (7.5%) | | Gross margin | 31.0% | 27.3% | 3.7 pp | | | Net loss attributable to Inseego Corp. | $(13,043) | $(74,830) | $61,787 | 82.6% | - The decrease in IoT & Mobile Solutions revenue was mainly due to lower LTE gigabit hotspot sales as COVID-19 demand eased, partially offset by increased 5G hotspot sales and Inseego Subscribe subscriber growth155 - Operating expenses (R&D, S&M, G&A) increased due to 5G product development, marketing, and legal expenses, partially offset by timing of bonus grants160161163 Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020 Total net revenues decreased by 10.4% due to IoT & Mobile decline, offset by Enterprise SaaS growth; gross margin improved, and net loss significantly reduced Results of Operations Summary | Metric (in thousands) | June 30, 2021 | June 30, 2020 | Change ($) | Change (%) | | :-------------------- | :------------ | :------------ | :--------- | :--------- | | Total net revenues | $123,290 | $137,529 | $(14,239) | (10.4%) | | IoT & Mobile Solutions | $94,795 | $111,729 | $(16,934) | (15.2%) | | Enterprise SaaS Solutions | $28,495 | $25,800 | $2,695 | 10.4% | | Gross profit | $38,824 | $39,227 | $(403) | (1.0%) | | Gross margin | 31.5% | 28.5% | 3.0 pp | | | Net loss attributable to Inseego Corp. | $(30,215) | $(93,028) | $62,813 | 67.5% | - The decrease in IoT & Mobile Solutions revenue was primarily due to lower enterprise and carrier offerings and reduced LTE gigabit hotspot sales, partially offset by increased 5G hotspot sales and Inseego Subscribe growth172 - Research and development expenses increased by $7.5 million, sales and marketing by $3.4 million, and general and administrative by $1.5 million, mainly due to 5G product programs, marketing, and bonus grants177179180 Liquidity and Capital Resources As of June 30, 2021, the company had $36.7 million cash and $32.4 million working capital; recent financing includes Series E Preferred Stock, 2025 Notes, and ATM Offering, with management expecting sufficient liquidity Liquidity and Capital Resources | Liquidity Metric (in thousands) | June 30, 2021 | | :------------------------------ | :------------ | | Available cash and cash equivalents | $36,700 | | Working capital | $32,400 | | Outstanding 2025 Notes principal | $161,900 | - The company raised $29.4 million in net proceeds from an ATM Offering in January 2021192 - The sale of Ctrack South Africa, completed on July 30, 2021, provided initial cash proceeds of approximately $36.6 million, further enhancing liquidity193 - Management believes current cash and anticipated cash flows from operations will be sufficient for the next twelve months, but notes risks if operating plans are not met or unforeseen expenditures occur194 Contractual Obligations and Commitments No material changes in contractual obligations occurred during the second quarter of 2021 - No material changes in contractual obligations occurred in the second quarter of 2021196 Convertible Notes Details 2025 Notes terms: $180.4 million aggregate principal, 3.25% annual interest, maturing May 1, 2025, convertible into common stock at 79.2896 shares per $1,000 principal - The 2025 Notes, totaling $180.4 million in aggregate principal, mature on May 1, 2025, and bear an annual interest rate of 3.25%197198200 - Holders can convert notes into common stock at an initial conversion rate of 79.2896 shares per $1,000 principal amount (approx. $12.61 per share)201202 - The notes include an interest make-whole payment feature under certain conversion conditions and are redeemable by the company after May 6, 2023, if specific stock price thresholds are met204206 Historical Cash Flows Operating cash flows used $12.0 million in H1 2021, investing activities used $17.4 million, and financing activities provided $29.5 million, largely from ATM Offering Historical Cash Flows Summary | Cash Flow Activity (in thousands) | Six Months Ended June 30, 2021 | Six Months Ended June 30, 2020 | | :-------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(12,030) | $4,662 | | Net cash used in investing activities | $(17,434) | $(13,233) | | Net cash provided by financing activities | $29,511 | $41,144 | - The shift to net cash used in operating activities in H1 2021 was primarily due to the net loss incurred and net cash used by working capital, partially offset by non-cash adjustments208 - Investing activities continued to use cash, primarily for purchases of property, plant, and equipment and capitalization of software development costs, largely in support of 5G products and services210 Off-Balance Sheet Arrangements The company does not engage in any off-balance sheet arrangements - The company does not engage in any off-balance sheet arrangements212 Item 3. Quantitative and Qualitative Disclosures About Market Risk Discusses market risks, primarily foreign currency exchange risk from international operations, with Ctrack South Africa divestiture expected to decrease this risk Foreign Currency Exchange Risk Exposed to foreign currency exchange risk from South Africa and Europe operations; 23.6% of H1 2021 revenue in foreign currencies; risk expected to decrease post-Ctrack South Africa divestiture - Sales denominated in foreign currencies constituted approximately 23.6% of total revenue for the six months ended June 30, 2021215 - A hypothetical 10% change in foreign functional currency exchange rates would have increased or decreased revenue by approximately $2.8 million for H1 2021215 - The company expects its foreign exchange risk to decrease with the completion of the Ctrack South Africa operations divestiture215 Item 4. Controls and Procedures Confirms effectiveness of disclosure controls and procedures as of June 30, 2021, with no material changes in internal control over financial reporting Evaluation of Disclosure Controls and Procedures Management concluded that disclosure controls and procedures were effective as of June 30, 2021 - The company's disclosure controls and procedures were evaluated and deemed effective as of June 30, 2021218 Changes in Internal Control Over Financial Reporting No material changes in internal control over financial reporting occurred during the three months ended June 30, 2021 - No material changes in internal control over financial reporting occurred during the three months ended June 30, 2021219 PART II—OTHER INFORMATION Item 1. Legal Proceedings Incorporates legal proceedings discussion from Note 10, reiterating belief that outcomes will not have a material adverse effect on business - The disclosure on legal proceedings in Note 10 is incorporated by reference221 - The company believes the ultimate outcome of its legal actions will not have a material adverse effect on its business, results of operations, financial condition, or cash flows222 Item 1A. Risk Factors No material changes to risk factors since prior SEC filings, but existing and unknown risks could still materially affect operations and financial condition - No material changes to risk factors have occurred since the previous Form 10-K and other SEC filings223 - Existing and additional unknown risks could materially and adversely affect the company's results of operations, financial condition, or prospects223 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds No unregistered sales of equity securities or use of proceeds to report - No information to report for unregistered sales of equity securities and use of proceeds224 Item 3. Defaults Upon Senior Securities No defaults upon senior securities to report - No information to report for defaults upon senior securities225 Item 4. Mine Safety Disclosures This item is not applicable to the company - Mine Safety Disclosures are not applicable226 Item 5. Other Information No other information to report - No other information to report227 Item 6. Exhibits Lists all exhibits filed as part of the Form 10-Q, including various agreements, certificates of incorporation, and certifications - The exhibits include the Share Purchase Agreement for Ctrack South Africa, Amended and Restated Certificate of Incorporation, and certifications by the Principal Executive Officer and Principal Financial Officer229 SIGNATURES Contains signatures of CEO and Principal Financial Officer, certifying the Form 10-Q report - The report is signed by Dan Mondor, Chief Executive Officer, and Wei Ding, Vice President & Corporate Controller (Principal Financial Officer)232
Inseego (INSG) - 2021 Q2 - Quarterly Report