x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 81-3377646 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
9605 Scranton Road, Suite 300 San Diego, California | 92121 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of each class | Name of each exchange on which registered |
Common Stock, par value $0.001 per share | The Nasdaq Global Select Market |
Preferred Stock Purchase Rights | The Nasdaq Global Select Market |
Large accelerated filer | o | Accelerated filer | x |
Non-accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Emerging growth company | o |
Page | ||
PART I | ||
Item 1. | ||
Item 1A. | ||
Item 1B. | ||
Item 2. | ||
Item 3. | ||
Item 4. | ||
PART II | ||
Item 5. | ||
Item 6. | ||
Item 7. | ||
Item 7A. | ||
Item 8. | ||
Item 9. | ||
Item 9A. | ||
Item 9B. | ||
PART III | ||
Item 10. | ||
Item 11. | ||
Item 12. | ||
Item 13. | ||
Item 14. | ||
PART IV | ||
Item 15. | ||
Item 16. | Form 10-K Summary | |
• | our ability to compete in the market for wireless broadband data access products, wireless modem products, and asset management, monitoring, telematics, vehicle tracking and fleet management products; |
• | our ability to develop and timely introduce new products and services successfully; |
• | our dependence on a small number of customers for a substantial portion of our revenues; |
• | our ability to realize the benefits of our recent reorganization transactions; |
• | our ability to realize the benefits of recent restructuring activities and cost-reduction initiatives including reductions-in-force, reorganization of executive level management and the consolidation of certain of our facilities; |
• | our ability to make scheduled payments of the principal of, to pay interest on, or to refinance our indebtedness, including our term loan and convertible notes obligations; |
• | our ability to introduce and sell new products that comply with current and evolving industry standards and government regulations; |
• | our ability to develop and maintain strategic relationships to expand into new markets; |
• | our ability to properly manage the growth of our business to avoid significant strains on our management and operations and disruptions to our business; |
• | our reliance on third parties to manufacture our products; |
• | our ability to accurately forecast customer demand and order the manufacture and timely delivery of sufficient product quantities; |
• | our reliance on sole source suppliers for some products used in our solutions; |
• | the continuing impact of uncertain global economic conditions on the demand for our products; |
• | our ability to be cost competitive while meeting time-to-market requirements for our customers; |
• | our ability to meet the product performance needs of our customers in wireless broadband data access in Internet of Things (“IoT”) markets; |
• | demand for fleet, vehicle and asset management software-as-a-service (“SaaS”) telematics solutions; |
• | our dependence on wireless telecommunication operators delivering acceptable wireless services; |
• | the outcome of any pending or future litigation, including intellectual property litigation; |
• | infringement claims with respect to intellectual property contained in our products; |
• | our continued ability to license necessary third-party technology for the development and sale of our products; |
• | the introduction of new products that could contain errors or defects; |
• | doing business abroad, including foreign currency risks; |
• | our ability to make focused investments in research and development; and |
• | our ability to hire, retain and manage additional qualified personnel to maintain and expand our business. |
• | Improve SaaS solution penetration. Through our Ctrack telematics and asset tracking platform and subscription management solutions, we provide customers around the world with actionable insights, workflow efficiencies and high security from our cutting-edge cloud platforms. We will continue to expand these solutions into new markets such as the aviation vertical. |
• | Expand our IoT solutions portfolio and develop key core mobile technologies within our mobile portfolio. We intend to expand our IoT device portfolio and develop newly emerging 5G technologies, leveraging our modem technologies, intellectual property, and supplier ecosystem. |
• | Capitalize on our direct relationships with wireless operators, original equipment manufacturers (“OEMs”) and component suppliers. We intend to continue to capitalize on our direct and long-standing relationships with wireless operators, OEMs and component suppliers in order to strengthen our worldwide market position. |
• | Aggressively expand go-to-market offerings through sales resource expansion, channel development and strategic partnerships. We intend to expand our go-to-market resources and channels internationally for our IoT, mobile and cloud solutions. |
• | Increase the value of our offerings. As we seek to capitalize on potential growth opportunities, we continue to develop cutting edge IoT, mobile and cloud solutions, with specific focus on end-to-end solutions that enable the best IoT and mobile experience for our customers. For instance, in the Ctrack cloud aviation solution, we allow Ground Support Equipment (“GSEs”) providers to achieve maximum utilization levels, maximum efficiency gains, and eliminate downtime for business-critical ground support equipment. In addition, further emerging 5G developments with anchor customers leveraging our existing modem technologies opens us up to larger worldwide potential markets. Finally, continued investment within both device and platform solutions in predictive analytics, machine learning, and edge intelligence should expand our market opportunities. |
l | Fleet Management |
l | Aviation/Airport Asset Tracking |
l | Government and Municipality Asset Tracking |
l | Workforce Tracking |
l | Vehicle Tracking |
l | Advanced Data Analytics and Lifecycle Asset Management |
l | Insurance Telematics |
l | Service and installation | l | Government, local authorities and municipalities | |
l | Light delivery | l | Industrial vehicles and equipment | |
l | Long-haul trucking and trailers | l | OEMs and dealers | |
l | Utilities | l | Professional services | |
l | Mining | l | Agriculture | |
l | Fuel and chemical | l | Transport and car rental | |
l | Fleet maintenance lease | l | Containers | |
l | Police and security | l | Refrigeration | |
l | Construction |
December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
United States and Canada | $ | 65,208 | $ | 71,564 | $ | 112,424 | |||||
South Africa | 68,186 | 63,693 | 60,580 | ||||||||
Other | 24,813 | 23,459 | 25,749 | ||||||||
$ | 158,207 | $ | 158,716 | $ | 198,753 |
• | Fleet management SaaS and services providers, such as Fleetmatics, Masternaut, TomTom, Telogis, MiX Telematics and Cartrack; |
• | Mobile hotspots providers, such as Netgear and Franklin Wireless; |
• | IoT solution providers, such as Cradlepoint and Sierra Wireless; and |
• | Customer experience software solutions and services providers such as Amdocs. |
• | focus on our core competencies of design, development and marketing; |
• | minimize our capital expenditures and lease obligations; |
• | realize manufacturing economies of scale; |
• | achieve production scalability by adjusting manufacturing volumes to meet changes in demand; and |
• | access best-in-class component procurement and manufacturing resources. |
• | our ability to attract new customers and retain existing customers; |
• | our ability to accurately forecast revenue and appropriately plan our expenses; |
• | our ability to accurately predict changes in customer demand due to matters beyond our control; |
• | our ability to introduce new features, including integration of our existing solutions with third-party software and devices; |
• | the actions of our competitors, including consolidation within the industry, pricing changes or the introduction of new services; |
• | our ability to effectively manage our growth; |
• | our ability to attract and retain key employees; |
• | our ability to successfully manage and realize the anticipated benefits of any future acquisitions of businesses, solutions, or technologies; |
• | our ability to successfully launch new services or solutions or sell existing services or solutions into |
• | the timing and cost of developing or acquiring technologies, services, or businesses; |
• | the timing, operating costs, and capital expenditures related to the operation, maintenance, and expansion of our business; |
• | service outages or security breaches and any related occurrences which could impact our reputation; |
• | the impact of worldwide economic, industry, and market conditions, including disruptions in financial markets and the deterioration of the underlying economic conditions in some countries, and those conditions specific to Internet usage and online businesses; |
• | fluctuations in currency exchange rates, particularly the South African Rand to U.S. Dollar exchange rate; |
• | trade protection measures (such as tariffs and duties) and import or export licensing requirements; |
• | costs associated with defending intellectual property infringement and other claims; |
• | changes in law and regulations affecting our business; and |
• | provision of fleet management solutions or asset management solutions from cellular carrier-controlled or OEM-controlled channels from which Inseego may be excluded. |
• | integrating new business acquisitions and divesting existing lines of business is a difficult, expensive and time-consuming process and the failure to successfully manage such transitions could adversely affect our financial condition and results of operations; |
• | the acquisitions of FW and Ctrack changed the nature of the business in which we historically operated from primarily selling communications-related hardware to a solutions and software business in the emerging IoT market; if we are not able to effectively adjust to these changes in the fundamental nature of our business, our financial condition and results of operations may be adversely affected; |
• | it is possible that our key employees might decide not to remain with us as a result of these changes in our business or for other reasons, and the loss of such personnel could have a material adverse effect on our financial condition, results of operations and growth prospects; |
• | relationships with third parties, including key vendors and customers, may be affected by changes in our business resulting from these acquisitions and divestitures; any adverse changes in these third party relationships could adversely affect our business, financial condition and results of operations; and |
• | the price of our common stock may be affected by factors different from those that affected the price of our common stock prior to these acquisitions and/or divestitures. |
• | require us to further reduce the expenditure rate, which may include planned research and development activities or other operating expenses; |
• | make it difficult to retain key personnel as a result of the restructuring; and |
• | prevent us from growing sales/revenue with existing customers or adding new customers. |
• | use a substantial portion of our available cash; |
• | incur substantial debt, which may not be available to us on favorable terms and may adversely affect our liquidity; |
• | issue equity or equity-based securities that would dilute the percentage ownership of existing stockholders; |
• | assume contingent liabilities; and |
• | take substantial charges in connection with acquired assets. |
• | failure by previous management to comply with applicable laws or regulations; |
• | inaccurate representations; and |
• | unfulfilled contractual obligations to customers or vendors. |
• | difficulties in assimilating acquired operations, products, technologies and personnel; |
• | unanticipated costs; |
• | diversion of management’s attention from existing operations; |
• | adverse effects on existing business relationships with suppliers and customers; |
• | risks of entering markets in which we have limited or no prior experience; and |
• | potential loss of key employees from either our existing business or the acquired organization. |
• | difficulties separating divested operations from ongoing operations; |
• | loss of sales, marketing and operating synergies; |
• | loss of key employees and know-how related to the on-going portions of the business; |
• | unanticipated costs; |
• | diversion of management’s attention from existing operations; and |
• | adverse effects on existing business relationships with suppliers and customers. |
• | fleet management SaaS and services providers, such as Fleetmatics, Masternaut, TomTom, Telogis, MiX Telematics and Cartrack; |
• | mobile hotspots providers, such as Netgear and Franklin Wireless; |
• | IoT solution providers, such as Cradlepoint and Sierra Wireless; and |
• | customer experience software solutions and services providers such as Amdocs. |
• | accepting mobile asset location technologies such as ours as a preferred security product; |
• | providing premium discounts for using location and recovery products and services such as ours; and |
• | mandating the use of our products and services, or similar products and services, for certain vehicles. |
• | unexpected increases in manufacturing costs; |
• | interruptions in shipments if a third-party manufacturer is unable to complete production in a timely manner; |
• | inability to control quality of finished products; |
• | inability to control delivery schedules; |
• | inability to control production levels and to meet minimum volume commitments to our customers; |
• | inability to control manufacturing yield; |
• | inability to maintain adequate manufacturing capacity; and |
• | inability to secure adequate volumes of acceptable components at suitable prices or in a timely manner. |
• | difficulty managing sales, product development and logistics and support across continents; |
• | limitations on ownership or participation in local enterprises; |
• | lack of familiarity with, and unexpected changes in, foreign laws, regulations and legal standards, including employment laws, product liability laws, privacy laws and environmental laws, which may vary widely across the countries in which we operate; |
• | increased expense to comply with U.S. laws that apply to foreign operations, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and Office of Foreign Assets Control regulations; |
• | compliance with, and potentially adverse tax consequences of, foreign tax regimes; |
• | fluctuations in currency exchange rates, currency exchange controls, price controls and limitations on repatriation of earnings; |
• | transportation delays and interruptions; |
• | local labor laws; |
• | collective bargaining agreements or unionization of employees; |
• | local economic conditions; |
• | political, social and economic instability and disruptions; |
• | acts of terrorism and other security concerns; |
• | government embargoes or foreign trade restrictions such as tariffs, duties, taxes or other controls; |
• | import and export controls; |
• | increased product development costs due to differences among countries’ safety regulations and radio frequency allocation schemes and standards; |
• | increased expense related to localization of products and development of foreign language marketing and sales materials; |
• | longer sales cycles; |
• | longer accounts receivable payment cycles and difficulty in collecting accounts receivable in foreign countries; |
• | increased financial accounting and reporting burdens and complexities; |
• | workforce reorganizations in various locations; |
• | restrictive employment regulations; |
• | difficulties in staffing and managing multi-national operations; |
• | difficulties and increased expense in implementing corporate policies and controls; |
• | international intellectual property laws, which may be more restrictive or offer lower levels of protection than U.S. law; |
• | compliance with differing and changing local laws and regulations in multiple international locations, including regional data privacy laws, as well as compliance with U.S. laws and regulations where applicable in these international locations; and |
• | limitations on our ability to enforce legal rights and remedies. |
High ($) | Low ($) | ||||||
2017 | |||||||
First quarter | $ | 3.23 | $ | 2.08 | |||
Second quarter | $ | 2.43 | $ | 0.87 | |||
Third quarter | $ | 1.84 | $ | 1.01 | |||
Fourth quarter | $ | 2.01 | $ | 1.26 | |||
2016 | |||||||
First quarter | $ | 1.79 | $ | 0.84 | |||
Second quarter | $ | 1.82 | $ | 1.06 | |||
Third quarter | $ | 3.80 | $ | 1.40 | |||
Fourth quarter | $ | 3.18 | $ | 2.22 |
Year Ended December 31, | |||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||
Consolidated Statements of Operations Data: | (in thousands, except share and per share data) | ||||||||||||||||||
Net revenues | $ | 219,297 | $ | 243,555 | $ | 220,942 | $ | 185,245 | $ | 335,053 | |||||||||
Cost of net revenues | 151,962 | 167,227 | 161,989 | 148,198 | 266,759 | ||||||||||||||
Gross profit | 67,335 | 76,328 | 58,953 | 37,047 | 68,294 | ||||||||||||||
Operating costs and expenses: | |||||||||||||||||||
Research and development | 21,362 | 30,655 | 35,446 | 34,314 | 48,246 | ||||||||||||||
Sales and marketing | 25,019 | 29,782 | 20,899 | 13,792 | 20,898 | ||||||||||||||
General and administrative | 34,415 | 52,387 | 34,452 | 15,402 | 24,179 | ||||||||||||||
Amortization of purchased intangible assets | 3,601 | 3,927 | 2,126 | 562 | 562 | ||||||||||||||
Impairment of purchased intangible assets | — | 2,594 | — | — | — | ||||||||||||||
Shareholder litigation loss | — | — | — | 790 | 14,326 | ||||||||||||||
Restructuring charges, net of recoveries | 5,152 | 1,987 | 3,821 | 7,760 | 3,304 | ||||||||||||||
Total operating costs and expenses | 89,549 | 121,332 | 96,744 | 72,620 | 111,515 | ||||||||||||||
Operating loss | (22,214 | ) | (45,004 | ) | (37,791 | ) | (35,573 | ) | (43,221 | ) | |||||||||
Other income (expense): | |||||||||||||||||||
Change in fair value of warrant liability | — | — | — | (3,280 | ) | — | |||||||||||||
Non-cash change in acquisition-related escrow | — | — | (8,286 | ) | — | — | |||||||||||||
Interest income (expense), net | (19,332 | ) | (15,597 | ) | (7,164 | ) | (85 | ) | 113 | ||||||||||
Other income (expense), net | (4,080 | ) | 414 | 1,128 | (167 | ) | (222 | ) | |||||||||||
Loss before income taxes | (45,626 | ) | (60,187 | ) | (52,113 | ) | (39,105 | ) | (43,330 | ) | |||||||||
Income tax provision | 214 | 381 | 181 | 124 | 83 | ||||||||||||||
Net loss | (45,840 | ) | (60,568 | ) | (52,294 | ) | (39,229 | ) | (43,413 | ) | |||||||||
Less: Net loss (income) attributable to noncontrolling interests | 105 | (5 | ) | 8 | — | — | |||||||||||||
Net loss attributable to Inseego Corp. | (45,735 | ) | (60,573 | ) | (52,286 | ) | (39,229 | ) | (43,413 | ) | |||||||||
Recognition of beneficial conversion feature | — | — | — | (445 | ) | — | |||||||||||||
Net loss attributable to common shareholders | $ | (45,735 | ) | $ | (60,573 | ) | $ | (52,286 | ) | $ | (39,674 | ) | $ | (43,413 | ) | ||||
Net loss per share attributable to common shareholders: | |||||||||||||||||||
Basic and diluted | $ | (0.78 | ) | $ | (1.12 | ) | $ | (0.99 | ) | $ | (1.05 | ) | $ | (1.28 | ) | ||||
Weighted-average common shares outstanding: | |||||||||||||||||||
Basic and diluted | 58,718,483 | 53,911,270 | 52,767,230 | 37,958,846 | 33,947,935 | ||||||||||||||
December 31, | |||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||
Consolidated Balance Sheet Data: | (in thousands) | ||||||||||||||||||
Cash and cash equivalents and marketable securities (1)(2) | $ | 21,259 | $ | 9,894 | $ | 12,570 | $ | 17,853 | $ | 25,532 | |||||||||
Working capital | 6,472 | 6,070 | 46,764 | 29,397 | 40,928 | ||||||||||||||
Total assets | 158,207 | 158,716 | 198,753 | 95,020 | 111,465 | ||||||||||||||
Total long-term liabilities | 143,857 | 114,066 | 104,078 | 6,090 | 11,848 | ||||||||||||||
Total stockholders’ equity (deficit) | (45,615 | ) | (17,727 | ) | 30,463 | 30,546 | 44,916 |
(1) | At December 31, 2013, includes restricted marketable securities. |
(2) | At December 31, 2017, includes restricted cash. |
• | Improve SaaS solution penetration. Through our Ctrack telematics and asset tracking platform and subscription management solutions, we provide customers around the world with actionable insights, workflow efficiencies and high security from our cutting-edge cloud platforms. We will continue to expand these solutions into new markets such as the aviation vertical. |
• | Expand our IoT solutions portfolio and develop key core mobile technologies within our mobile portfolio. We intend to expand our IoT device portfolio and develop newly emerging 5G technologies, leveraging our modem technologies, intellectual property, and supplier ecosystem. |
• | Capitalize on our direct relationships with wireless operators, OEMs and component suppliers. We intend to continue to capitalize on our direct and long-standing relationships with wireless operators, OEMs and component suppliers in order to strengthen our worldwide market position. |
• | Aggressively expand go-to-market offerings through sales resource expansion, channel development and strategic partnerships. We intend to expand our go-to-market resources and channels internationally for our IoT, mobile and cloud solutions. |
• | Increase the value of our offerings. As we seek to capitalize on potential growth opportunities, we continue to develop cutting edge IoT, mobile and cloud solutions, with specific focus on end-to-end solutions that enable the best IoT and mobile experience for our customers. For instance, in the Ctrack cloud aviation solution, we allow Ground Support Equipment (“GSEs”) providers to achieve maximum utilization levels, maximum efficiency gains, and eliminate downtime for business-critical ground support equipment. In addition, further emerging 5G developments with anchor customers leveraging our existing modem technologies opens us up to larger worldwide potential markets. Finally, continued investment within both device and platform solutions in predictive analytics, machine learning, and edge intelligence should expand our market opportunities. |
• | economic environment and related market conditions; |
• | increased competition from other fleet and vehicle telematics solutions, as well as suppliers of emerging devices that contain wireless data access or device management feature; |
• | acceptance of our products by new vertical markets; |
• | growth in the aviation ground vertical; |
• | rate of change to new products; |
• | phase-out of earlier generation wireless technologies (such as 3G); |
• | deployment of 5G infrastructure equipment; |
• | adoption of 5G end point products; |
• | competition in the area of 5G technology; |
• | product pricing; and |
• | changes in technologies. |
Year Ended December 31, | |||||||||
2017 | 2016 | 2015 | |||||||
Net revenues: | (as a percent of net revenues) | ||||||||
Hardware | 73.4 | % | 76.9 | % | 92.0 | % | |||
SaaS, software and services | 26.6 | 23.1 | 8.0 | ||||||
Total net revenues | 100.0 | 100.0 | 100.0 | ||||||
Cost of net revenues: | |||||||||
Hardware | 61.5 | 56.2 | 69.6 | ||||||
SaaS, software and services | 8.0 | 7.7 | 3.7 | ||||||
Impairment of abandoned product line | (0.1 | ) | 4.7 | — | |||||
Total cost of net revenues | 69.3 | 68.7 | 73.3 | ||||||
Gross profit | 30.7 | 31.3 | 26.7 | ||||||
Operating costs and expenses: | |||||||||
Research and development | 9.7 | 12.6 | 16.0 | ||||||
Sales and marketing | 11.4 | 12.2 | 9.5 | ||||||
General and administrative | 15.7 | 21.5 | 15.6 | ||||||
Amortization of purchased intangible assets | 1.6 | 1.6 | 1.0 | ||||||
Impairment of purchased intangible assets | — | 1.1 | — | ||||||
Restructuring charges, net of recoveries | 2.3 | 0.8 | 1.7 | ||||||
Total operating costs and expenses | 40.8 | 49.8 | 43.8 | ||||||
Operating loss | (10.1 | ) | (18.5 | ) | (17.1 | ) | |||
Other income (expense): | |||||||||
Non-cash change in acquisition-related escrow | — | — | (3.8 | ) | |||||
Interest expense, net | (8.8 | ) | (6.4 | ) | (3.2 | ) | |||
Other income (expense), net | (1.9 | ) | 0.2 | 0.5 | |||||
Loss before income taxes | (20.8 | ) | (24.7 | ) | (23.6 | ) | |||
Income tax provision | 0.1 | 0.2 | 0.1 | ||||||
Net loss | (20.9 | ) | (24.9 | ) | (23.7 | ) | |||
Less: Net loss (income) attributable to noncontrolling interests | — | — | — | ||||||
Net loss attributable to Inseego Corp. | (20.9 | )% | (24.9 | )% | (23.7 | )% |
Year Ended December 31, | Change | ||||||||||||||
Product Category | 2017 | 2016 | $ | % | |||||||||||
Hardware | $ | 160,986 | $ | 187,375 | $ | (26,389 | ) | (14.1 | )% | ||||||
SaaS, software and services | 58,311 | 56,180 | 2,131 | 3.8 | % | ||||||||||
Total | $ | 219,297 | $ | 243,555 | $ | (24,258 | ) | (10.0 | )% |
Year Ended December 31, | Change | ||||||||||||||
Product Category | 2017 | 2016 | $ | % | |||||||||||
Hardware | $ | 134,795 | $ | 136,936 | $ | (2,141 | ) | (1.6 | )% | ||||||
SaaS, software and services | 17,436 | 18,751 | (1,315 | ) | (7.0 | )% | |||||||||
Impairment of abandoned product line, net of recoveries | (269 | ) | 11,540 | (11,809 | ) | (102.3 | )% | ||||||||
Total | $ | 151,962 | $ | 167,227 | $ | (15,265 | ) | (9.1 | )% |
Year Ended December 31, | Change | ||||||||||||||
Product Category | 2016 | 2015 | $ | % | |||||||||||
Hardware | $ | 187,375 | $ | 203,281 | $ | (15,906 | ) | (7.8 | )% | ||||||
SaaS, software and services | 56,180 | 17,661 | 38,519 | 218.1 | % | ||||||||||
Total | $ | 243,555 | $ | 220,942 | $ | 22,613 | 10.2 | % |
Year Ended December 31, | Change | ||||||||||||||
Product Category | 2016 | 2015 | $ | % | |||||||||||
Hardware | $ | 136,936 | $ | 153,815 | $ | (16,879 | ) | (11.0 | )% | ||||||
SaaS, software and services | 18,751 | 8,174 | 10,577 | 129.4 | % | ||||||||||
Impairment of abandoned product line, net of recoveries | 11,540 | — | 11,540 | 100.0 | % | ||||||||||
Total | $ | 167,227 | $ | 161,989 | $ | 5,238 | 3.2 | % |
Inseego Notes | $ | 104,875 | |
Novatel Wireless Notes | 250 | ||
Total | $ | 105,125 |
Year Ended December 31, | |||||||
2017 | 2016 | ||||||
Net cash used in operating activities | $ | (14,637 | ) | $ | (6,579 | ) | |
Net cash provided by (used in) investing activities | (4,375 | ) | 5,035 | ||||
Net cash provided by (used in) financing activities | 30,366 | (1,291 | ) | ||||
Effect of exchange rates on cash and cash equivalents | (50 | ) | 159 | ||||
Net increase (decrease) in cash and cash equivalents | 11,304 | (2,676 | ) | ||||
Cash and cash equivalents, beginning of period | 9,894 | 12,570 | |||||
Cash and cash equivalents, end of period | $ | 21,198 | $ | 9,894 |
Payments Due by Period | |||||||||||||||||||
Total | < 1 Year | 1 - 3 Years | 4 - 5 Years | > 5 Years | |||||||||||||||
Convertible Notes(1) | $ | 131,116 | $ | 5,782 | $ | 11,807 | $ | 113,527 | $ | — | |||||||||
Term Loan(2) | 59,650 | 4,155 | 55,495 | — | — | ||||||||||||||
DigiCore mortgage bond(3) | 338 | 338 | — | — | — | ||||||||||||||
DigiCore bank facilities(3) | 3,075 | 3,075 | — | — | — | ||||||||||||||
Amended RER Merger Agreement | 15,823 | 10,549 | 5,274 | — | — | ||||||||||||||
Capital lease obligations(3) | 1,412 | 782 | 630 | — | — | ||||||||||||||
Operating lease obligations(3) | 6,663 | 2,874 | 3,168 | 601 | 20 | ||||||||||||||
Total | $ | 218,077 | $ | 27,555 | $ | 76,374 | $ | 114,128 | $ | 20 |
(1) | Represents the outstanding borrowings and contractually required interest payments to Convertible Notes holders at December 31, 2017, assuming no repurchases or conversions of the Novatel Wireless Notes prior to June 15, 2020, the maturity date, or the Inseego Notes prior to June 15, 2022, the maturity date. |
(2) | Represents the outstanding borrowings and contractually required interest payments and exit fee at December 31, 2017, assuming applicable interest rates at December 31, 2017. |
(3) | Assumes applicable foreign currency exchange rates at December 31, 2017 remain unchanged. |
• | we are primarily responsible for the service to the customer; |
• | we have discretion in establishing fees paid by the customer; and |
• | we are involved in the determination of product or service specifications. |
(a)(1) | The Company’s consolidated financial statements and report of the Mayer Hoffman McCann P.C., Independent Registered Public Accounting Firm, are included in Section IV of this report beginning on page F-1. |
(a)(2) | The following financial statement schedules for the years ended December 31, 2017, 2016 and 2015 should be read in conjunction with the consolidated financial statements, and related notes thereto. |
Schedule | Page |
Schedule II—Valuation and Qualifying Accounts |
(b) | Exhibits |
Exhibit No. | Description | |
2.1 | ||
2.2 | ||
2.3 | ||
2.4 | ||
2.5 | ||
2.6 | ||
3.1 | ||
3.2 | ||
3.3 | ||
4.1 | ||
Exhibit No. | Description | |
4.2 | ||
4.3 | ||
4.4 | ||
4.5 | ||
4.6 | ||
4.7 | ||
4.8 | ||
4.9 | ||
4.10 | ||
4.11 | ||
10.1* | ||
10.2* | ||
10.3* | ||
10.4* | ||
10.5* | ||
10.6* | ||
10.7* | ||
10.8* | ||
Exhibit No. | Description | |
10.9* | ||
10.10* | ||
10.11* | ||
10.12* | ||
10.13* | ||
10.14* | ||
10.15* | ||
10.16* | ||
10.17* | ||
10.18* | ||
10.19* | ||
10.20* | ||
10.21* | ||
10.22* | ||
10.23* | ||
10.24* | ||
10.25* ** | ||
10.26* ** | ||
10.27* ** | ||
10.28 | ||
10.29 | ||
Exhibit No. | Description | |
10.30 | ||
10.31 | ||
10.32 | ||
10.33 | ||
10.34* | ||
10.35* | ||
10.36* | ||
21** | ||
23.1** | ||
23.2** | ||
24** | ||
31.1** | ||
31.2** | ||
32.1** | ||
32.2** | ||
101** | The following financial statements and footnotes from the Inseego Corp. Annual Report on Form 10-K for the year ended December 31, 2017 formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Loss; (iv) Consolidated Statements of Stockholders’ Equity (Deficit); (v) Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements. | |
* | Management contract, compensatory plan or arrangement | |
** | Filed herewith | |
Date: March 15, 2018 | INSEEGO CORP. | |||
By | /s/ Dan Mondor | |||
Dan Mondor | ||||
Chief Executive Officer (Principal Executive Officer) |
Signature | Title | Date | ||
/s/ Dan Mondor | Chief Executive Officer (Principal Executive Officer and Director) | March 15, 2018 | ||
Dan Mondor | ||||
/s/ Stephen Smith | Chief Financial Officer (Principal Financial and Accounting Officer) | March 15, 2018 | ||
Stephen Smith | ||||
/s/ Philip Falcone | Director | March 15, 2018 | ||
Philip Falcone | ||||
/s/ Robert Pons | Director | March 15, 2018 | ||
Robert Pons | ||||
/s/ Jeffrey Tuder | Director | March 15, 2018 | ||
Jeffrey Tuder | ||||
/s/ Mark Licht | Director | March 15, 2018 | ||
Mark Licht | ||||
December 31, | |||||||
2017 | 2016 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 21,198 | $ | 9,894 | |||
Restricted cash | 61 | — | |||||
Accounts receivable, net of allowance for doubtful accounts of $2,683 and $1,660, respectively | 15,674 | 22,203 | |||||
Inventories, net | 20,403 | 31,142 | |||||
Prepaid expenses and other | 9,101 | 5,208 | |||||
Total current assets | 66,437 | 68,447 | |||||
Property, plant and equipment, net | 6,991 | 8,392 | |||||
Rental assets, net | 7,563 | 7,003 | |||||
Intangible assets, net | 38,671 | 40,283 | |||||
Goodwill | 37,681 | 34,428 | |||||
Other assets | 864 | 163 | |||||
Total assets | $ | 158,207 | $ | 158,716 | |||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 29,332 | $ | 31,242 | |||
Accrued expenses and other current liabilities | 27,558 | 27,897 | |||||
DigiCore bank facilities | 3,075 | 3,238 | |||||
Total current liabilities | 59,965 | 62,377 | |||||
Long-term liabilities: | |||||||
Convertible senior notes, net | 84,773 | 90,908 | |||||
Term loan, net | 44,055 | — | |||||
Deferred tax liabilities, net | 5,261 | 4,439 | |||||
Other long-term liabilities | 9,768 | 18,719 | |||||
Total liabilities | 203,822 | 176,443 | |||||
Commitments and Contingencies | |||||||
Stockholders’ deficit: | |||||||
Preferred stock, par value $0.001; 2,000,000 shares authorized and none outstanding | — | — | |||||
Common stock, par value $0.001; 150,000,000 shares authorized, 58,644,559 and 54,372,080 shares issued and outstanding, respectively | 59 | 54 | |||||
Additional paid-in capital | 519,531 | 507,616 | |||||
Accumulated other comprehensive income (loss) | 4,604 | (1,409 | ) | ||||
Accumulated deficit | (569,759 | ) | (524,024 | ) | |||
Total stockholders’ deficit attributable to Inseego Corp. | (45,565 | ) | (17,763 | ) | |||
Noncontrolling interests | (50 | ) | 36 | ||||
Total stockholders’ deficit | (45,615 | ) | (17,727 | ) | |||
Total liabilities and stockholders’ deficit | $ | 158,207 | $ | 158,716 |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Net revenues: | |||||||||||
Hardware | $ | 160,986 | $ | 187,375 | $ | 203,281 | |||||
SaaS, software and services | 58,311 | 56,180 | 17,661 | ||||||||
Total net revenues | 219,297 | 243,555 | 220,942 | ||||||||
Cost of net revenues: | |||||||||||
Hardware | 134,795 | 136,936 | 153,815 | ||||||||
SaaS, software and services | 17,436 | 18,751 | 8,174 | ||||||||
Impairment of abandoned product line, net of recoveries | (269 | ) | 11,540 | — | |||||||
Total cost of net revenues | 151,962 | 167,227 | 161,989 | ||||||||
Gross profit | 67,335 | 76,328 | 58,953 | ||||||||
Operating costs and expenses: | |||||||||||
Research and development | 21,362 | 30,655 | 35,446 | ||||||||
Sales and marketing | 25,019 | 29,782 | 20,899 | ||||||||
General and administrative | 34,415 | 52,387 | 34,452 | ||||||||
Amortization of purchased intangible assets | 3,601 | 3,927 | 2,126 | ||||||||
Impairment of purchased intangible assets | — | 2,594 | — | ||||||||
Restructuring charges, net of recoveries | 5,152 | 1,987 | 3,821 | ||||||||
Total operating costs and expenses | 89,549 | 121,332 | 96,744 | ||||||||
Operating loss | (22,214 | ) | (45,004 | ) | (37,791 | ) | |||||
Other income (expense): | |||||||||||
Non-cash change in acquisition-related escrow | — | — | (8,286 | ) | |||||||
Interest expense, net | (19,332 | ) | (15,597 | ) | (7,164 | ) | |||||
Other income (expense), net | (4,080 | ) | 414 | 1,128 | |||||||
Loss before income taxes | (45,626 | ) | (60,187 | ) | (52,113 | ) | |||||
Income tax provision | 214 | 381 | 181 | ||||||||
Net loss | (45,840 | ) | (60,568 | ) | (52,294 | ) | |||||
Less: Net loss (income) attributable to noncontrolling interests | 105 | (5 | ) | 8 | |||||||
Net loss attributable to Inseego Corp. | $ | (45,735 | ) | $ | (60,573 | ) | $ | (52,286 | ) | ||
Per share data: | |||||||||||
Net loss per share: | |||||||||||
Basic and diluted | $ | (0.78 | ) | $ | (1.12 | ) | $ | (0.99 | ) | ||
Weighted-average common shares outstanding: | |||||||||||
Basic and diluted | 58,718,483 | 53,911,270 | 52,767,230 |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Net loss | $ | (45,840 | ) | $ | (60,568 | ) | $ | (52,294 | ) | ||
Foreign currency translation adjustment | 6,013 | 7,098 | (8,507 | ) | |||||||
Total comprehensive loss | $ | (39,827 | ) | $ | (53,470 | ) | $ | (60,801 | ) |
Common Stock | Additional Paid-in Capital | Treasury Stock | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests | Total Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||
Shares | Amount | |||||||||||||||||||||||||||||
Balance, December 31, 2014 | 45,742 | $ | 46 | $ | 466,665 | $ | (25,000 | ) | $ | (411,165 | ) | $ | — | $ | — | $ | 30,546 | |||||||||||||
Net loss | — | — | — | — | (52,286 | ) | — | (8 | ) | (52,294 | ) | |||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | (8,507 | ) | — | (8,507 | ) | ||||||||||||||||||||
Noncontrolling interest acquired | — | — | — | — | — | — | 39 | 39 | ||||||||||||||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 1,257 | 1 | 1,763 | — | — | — | — | 1,764 | ||||||||||||||||||||||
Taxes withheld on net settled vesting of restricted stock units | — | — | (757 | ) | — | — | — | — | (757 | ) | ||||||||||||||||||||
Exercise of a portion of 2014 Warrant | 3,825 | 4 | 8,640 | — | — | — | — | 8,644 | ||||||||||||||||||||||
Net shares issued for retention bonus | 2,158 | 2 | 5,748 | — | — | — | — | 5,750 | ||||||||||||||||||||||
Share-based compensation | 183 | — | 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 | — | — | (25,000 | ) | 25,000 | — | — | — | — | |||||||||||||||||||||
Balance, December 31, 2015 | 53,165 | 53 | 502,337 | — | (463,451 | ) | (8,507 | ) | 31 | 30,463 | ||||||||||||||||||||
Net loss | — | — | — | — | (60,573 | ) | — | 5 | (60,568 | ) | ||||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | 7,098 | — | 7,098 | ||||||||||||||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 1,207 | 1 | 942 | — | — | — | — | 943 | ||||||||||||||||||||||
Taxes withheld on net settled vesting of restricted stock units | — | — | (251 | ) | — | — | — | — | (251 | ) | ||||||||||||||||||||
Share-based compensation | — | — | 4,588 | — | — | — | — | 4,588 | ||||||||||||||||||||||
Balance, December 31, 2016 | 54,372 | 54 | 507,616 | — | (524,024 | ) | (1,409 | ) | 36 | (17,727 | ) | |||||||||||||||||||
Net loss | — | — | — | — | (45,735 | ) | — | (105 | ) | (45,840 | ) | |||||||||||||||||||
Foreign currency translation adjustment | — | — | — | — | — | 6,013 | — | 6,013 | ||||||||||||||||||||||
Net noncontrolling interest acquired | — | — | — | — | — | — | 19 | 19 | ||||||||||||||||||||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 1,231 | 2 | 388 | — | — | — | — | 390 | ||||||||||||||||||||||
Taxes withheld on net settled vesting of restricted stock units | — | — | (896 | ) | — | — | — | — | (896 | ) | ||||||||||||||||||||
Issuance of common shares (Notes 2 and 6) | 3,042 | 3 | 5,075 | — | — | — | — | 5,078 | ||||||||||||||||||||||
Share-based compensation | — | — | 3,748 | — | — | — | — | 3,748 | ||||||||||||||||||||||
Additional discount on exchange of convertible senior notes | — | — | 3,600 | — | — | — | — | 3,600 | ||||||||||||||||||||||
Balance, December 31, 2017 | 58,645 | $ | 59 | $ | 519,531 | $ | — | $ | (569,759 | ) | $ | 4,604 | $ | (50 | ) | $ | (45,615 | ) |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Cash flows from operating activities: | |||||||||||
Net loss | $ | (45,840 | ) | $ | (60,568 | ) | $ | (52,294 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
Depreciation and amortization | 14,274 | 14,053 | 8,323 | ||||||||
Amortization of acquisition-related inventory step-up | — | 1,829 | 4,097 | ||||||||
Loss on impairment of purchased intangible assets | — | 2,594 | — | ||||||||
Provision for bad debts, net of recoveries | 1,618 | 1,136 | 422 | ||||||||
Loss on impairment of abandoned product line, net of recoveries | 815 | 11,540 | — | ||||||||
Provision for excess and obsolete inventory | 1,674 | 3,257 | 1,043 | ||||||||
Share-based compensation expense | 3,748 | 4,588 | 6,350 | ||||||||
Amortization of debt discount and debt issuance costs | 10,283 | 8,447 | 4,692 | ||||||||
Loss on extinguishment of debt | 2,035 | — | — | ||||||||
Loss on disposal of assets, net of gain on divestiture and sale of other assets | 804 | (4,742 | ) | (50 | ) | ||||||
Non-cash change in acquisition-related escrow | — | — | 8,286 | ||||||||
Deferred income taxes | 319 | 196 | 106 | ||||||||
Non-cash equity earn-out compensation expense | — | 7,913 | — | ||||||||
Reversal of market development fund accrual | — | (2,109 | ) | — | |||||||
Unrealized foreign currency transaction loss (gain), net | (316 | ) | 3,513 | (1,298 | ) | ||||||
Other | 65 | 270 | 225 | ||||||||
Changes in assets and liabilities, net of effects from divestiture: | |||||||||||
Restricted cash | (61 | ) | — | — | |||||||
Accounts receivable | 5,638 | 11,616 | 4,760 | ||||||||
Inventories | 3,020 | (3,159 | ) | (3,960 | ) | ||||||
Prepaid expenses and other assets | (3,239 | ) | 869 | 2,683 | |||||||
Accounts payable | (730 | ) | (7,825 | ) | (11,187 | ) | |||||
Accrued expenses, income taxes, and other | (8,744 | ) | 3 | 866 | |||||||
Net cash used in operating activities | (14,637 | ) | (6,579 | ) | (26,936 | ) | |||||
Cash flows from investing activities: | |||||||||||
Acquisition-related escrow | — | — | (8,275 | ) | |||||||
Installment payments related to past acquisitions | — | (3,750 | ) | (85,991 | ) | ||||||
Purchases of property, plant and equipment | (1,789 | ) | (1,439 | ) | (1,975 | ) | |||||
Proceeds from the sale of property, plant and equipment | 253 | 629 | 46 | ||||||||
Proceeds from the sale of divested assets | — | 11,300 | — | ||||||||
Purchases of intangible assets and additions to capitalized software development costs | (2,839 | ) | (2,915 | ) | (1,157 | ) | |||||
Proceeds from the sale of short-term investments | — | 1,210 | 265 | ||||||||
Net cash provided by (used in) investing activities | (4,375 | ) | 5,035 | (97,087 | ) | ||||||
Cash flows from financing activities: | |||||||||||
Proceeds from term loans | 64,917 | — | — | ||||||||
Payment of issuance costs related to term loans | (905 | ) | — | — | |||||||
Repayment of term loan | (20,000 | ) | — | — | |||||||
Gross proceeds from the issuance of convertible senior notes | — | — | 120,000 | ||||||||
Payment of issuance costs related to convertible senior notes | — | — | (3,927 | ) | |||||||
Repurchase of convertible senior notes | (11,900 | ) | — | — | |||||||
Proceeds from the exercise of warrant to purchase common stock | — | — | 8,644 | ||||||||
Net borrowings from (repayment of) DigiCore bank and overdraft facilities | (76 | ) | (840 | ) | 1,581 | ||||||
Net repayments of revolving credit facility | — | — | (5,158 | ) | |||||||
Payoff of acquisition-related assumed liabilities | — | — | (2,633 | ) | |||||||
Principal payments under capital lease obligations | (876 | ) | (903 | ) | (288 | ) | |||||
Principal payments on mortgage bond | (288 | ) | (240 | ) | (59 | ) | |||||
Taxes paid on vested restricted stock units, net of proceeds from stock option exercises and employee stock purchase plan | (506 | ) | 692 | 1,007 | |||||||
Net cash provided by (used in) financing activities | 30,366 | (1,291 | ) | 119,167 | |||||||
Effect of exchange rates on cash and cash equivalents | (50 | ) | 159 | (427 | ) | ||||||
Net increase (decrease) in cash and cash equivalents | 11,304 | (2,676 | ) | (5,283 | ) | ||||||
Cash and cash equivalents, beginning of period | 9,894 | 12,570 | 17,853 | ||||||||
Cash and cash equivalents, end of period | $ | 21,198 | $ | 9,894 | $ | 12,570 | |||||
Supplemental disclosures of cash flow information: | |||||||||||
Cash paid during the year for: | |||||||||||
Interest | $ | 9,074 | $ | 7,137 | $ | 3,640 | |||||
Income taxes | $ | 440 | $ | 115 | $ | 139 | |||||
Supplemental disclosures of non-cash activities: | |||||||||||
Transfer of inventories to rental assets | $ | 5,943 | $ | 5,568 | $ | 1,032 | |||||
Issuance of common stock under amended earn-out agreement | $ | 2,638 | $ | — | $ | — | |||||
Additional debt discount on exchange of convertible senior notes | $ | 3,600 | $ | — | $ | — | |||||
Term loan debt discount issued in common stock | $ | 2,340 | $ | — | $ | — |
• | 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. |
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 |
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 |
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 |
Cash payments | $ | 9,268 | ||
Future issuance of common stock | 15,000 | |||
Other assumed liabilities | 509 | |||
Total purchase price | $ | 24,777 |
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. |
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 |
December 31, | |||||||
2017 | 2016 | ||||||
Finished goods | $ | 14,331 | $ | 19,277 | |||
Raw materials and components | 6,072 | 11,865 | |||||
$ | 20,403 | $ | 31,142 |
December 31, | |||||||
2017 | 2016 | ||||||
Land | $ | 288 | $ | 260 | |||
Buildings | 2,614 | 2,363 | |||||
Test equipment | 23,396 | 23,115 | |||||
Computer equipment and purchased software | 5,548 | 4,373 | |||||
Product tooling | 449 | 409 | |||||
Furniture and fixtures | 564 | 915 | |||||
Vehicles | 2,003 | 1,746 | |||||
Leasehold improvements | 267 | 243 | |||||
35,129 | 33,424 | ||||||
Less—accumulated depreciation and amortization | (28,138 | ) | (25,032 | ) | |||
$ | 6,991 | $ | 8,392 |
December 31, | |||||||
2017 | 2016 | ||||||
Rental assets | $ | 16,602 | $ | 11,115 | |||
Less—accumulated depreciation | (9,039 | ) | (4,112 | ) | |||
$ | 7,563 | $ | 7,003 |
December 31, | |||||||
2017 | 2016 | ||||||
Royalties | $ | 1,558 | $ | 1,544 | |||
Payroll and related expenses | 2,870 | 5,315 | |||||
Warranty obligations | 400 | 480 | |||||
Market development funds and price protection | 34 | 320 | |||||
Professional fees | 1,789 | 4,793 | |||||
Bank overdrafts | 117 | 489 | |||||
Accrued interest | 239 | 275 | |||||
Deferred revenue | 1,823 | 1,656 | |||||
Restructuring | 964 | 837 | |||||
Acquisition-related liabilities | 13,186 | 7,912 | |||||
Divestiture-related liabilities | — | 463 | |||||
Other | 4,578 | 3,813 | |||||
$ | 27,558 | $ | 27,897 |
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 | ||
Effect of change in foreign currency exchange rates | 3,253 | ||
Balance at December 31, 2017 | $ | 37,681 |
(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. |
December 31, 2017 | |||||||||||||
Weighted-Average Life (in years) | Gross Carrying Value | Accumulated Amortization | Net Carrying Value | ||||||||||
Finite-lived intangible assets: | |||||||||||||
Developed technologies | 5.6 | $ | 18,332 | $ | (9,532 | ) | $ | 8,800 | |||||
Trademarks and trade names | 9.3 | 24,337 | (8,911 | ) | 15,426 | ||||||||
Customer relationships | 8.2 | 13,480 | (4,852 | ) | 8,628 | ||||||||
Capitalized software development costs | 5.0 | 6,491 | (1,472 | ) | 5,019 | ||||||||
Other | 2.8 | 712 | (706 | ) | 6 | ||||||||
Total finite-lived intangible assets | $ | 63,352 | $ | (25,473 | ) | 37,879 | |||||||
Indefinite-lived intangible assets: | |||||||||||||
In-process capitalized software development costs | 792 | ||||||||||||
Total intangible assets | $ | 38,671 |
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 |
2018 | $ | 7,281 | |
2019 | 7,274 | ||
2020 | 7,044 | ||
2021 | 5,759 | ||
2022 | 3,301 | ||
Thereafter | 7,220 | ||
Total | $ | 37,879 |
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. |
Balance as of December 31, 2016 | Level 1 | |||||||
Assets: | ||||||||
Cash equivalents | ||||||||
Money market funds | $ | 35 | $ | 35 | ||||
Total cash equivalents | $ | 35 | $ | 35 |
Principal | $ | 48,000 | |
Less: unamortized debt discount and debt issuance costs | (3,945 | ) | |
Net carrying amount | $ | 44,055 |
Contractual interest expense | $ | 1,511 | |
Amortization of debt discount | 472 | ||
Amortization of debt issuance costs | 57 | ||
Total interest expense | $ | 2,040 |
(i) | during any calendar quarter (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 such 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 Inseego Notes for each trading day of the Measurement Period was less than 98% of the product of the last reported sale price per share 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 Inseego Indenture; or |
(iv) | if the Company has called the Inseego Notes for redemption. |
December 31, | |||||||
2017 | 2016 | ||||||
Liability component: | |||||||
Principal | $ | 105,125 | $ | 120,000 | |||
Less: unamortized debt discount and debt issuance costs | (20,352 | ) | (29,092 | ) | |||
Net carrying amount | $ | 84,773 | $ | 90,908 | |||
Equity component | $ | 41,905 | $ | 38,305 |
Year Ended December 31, | |||||||
2017 | 2016 | ||||||
Contractual interest expense | $ | 6,310 | $ | 6,600 | |||
Amortization of debt discount | 8,542 | 7,920 | |||||
Amortization of debt issuance costs | 502 | 527 | |||||
Total interest expense | $ | 15,354 | $ | 15,047 |
2018 | $ | 338 | |
2019 | — | ||
2020 | 48,250 | ||
2021 | — | ||
2022 | 104,875 | ||
Total | $ | 153,463 |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Domestic | $ | (40,034 | ) | $ | (51,265 | ) | $ | (48,965 | ) | ||
Foreign | (5,592 | ) | (8,922 | ) | (3,148 | ) | |||||
Loss before income taxes | $ | (45,626 | ) | $ | (60,187 | ) | $ | (52,113 | ) |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Current: | |||||||||||
Federal | $ | (760 | ) | $ | — | $ | — | ||||
State | 104 | — | (6 | ) | |||||||
Foreign | 551 | 185 | 81 | ||||||||
Total current | (105 | ) | 185 | 75 | |||||||
Deferred: | |||||||||||
Federal | (117 | ) | 156 | — | |||||||
State | — | — | — | ||||||||
Foreign | 436 | 40 | 106 | ||||||||
Total deferred | 319 | 196 | 106 | ||||||||
Provision for income taxes | $ | 214 | $ | 381 | $ | 181 |
December 31, | |||||||
2017 | 2016 | ||||||
Deferred tax assets: | |||||||
Accrued expenses | $ | 1,921 | $ | 2,881 | |||
Provision for excess and obsolete inventory | 2,577 | 4,913 | |||||
Depreciation and amortization | 4,610 | 9,655 | |||||
Net operating loss and tax credit carryforwards | 86,966 | 105,143 | |||||
Share-based compensation | 1,034 | 2,203 | |||||
Unrecognized tax benefits | 1,108 | 1,510 | |||||
Deferred tax assets | 98,216 | 126,305 | |||||
Deferred tax liabilities: | |||||||
Convertible Notes | (4,353 | ) | (9,535 | ) | |||
Purchased intangible assets | (6,280 | ) | (6,790 | ) | |||
Deferred tax liabilities | (10,633 | ) | (16,325 | ) | |||
Valuation allowance | (92,844 | ) | (114,419 | ) | |||
Net deferred tax liabilities | $ | (5,261 | ) | $ | (4,439 | ) |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Federal tax benefit, at statutory rate | $ | (15,513 | ) | $ | (20,463 | ) | $ | (17,718 | ) | ||
State benefit, net of federal benefit | (211 | ) | (293 | ) | (280 | ) | |||||
Foreign tax rate difference | 336 | 681 | 222 | ||||||||
Change in tax rate of net deferred tax assets | (38,772 | ) | — | — | |||||||
Valuation allowances offsetting tax rate change | 38,772 | — | — | ||||||||
Valuation allowance against future tax benefits | 16,364 | 19,341 | 15,389 | ||||||||
Research and development credits | (244 | ) | (1,010 | ) | (796 | ) | |||||
Share-based compensation | 876 | 418 | 752 | ||||||||
Change in state apportionment | — | — | 2,561 | ||||||||
Effect of Tax Act | (971 | ) | — | — | |||||||
Other | (423 | ) | 1,707 | 51 | |||||||
Provision for income taxes | $ | 214 | $ | 381 | $ | 181 |
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 | ||
Increases related to current and prior year tax positions | 291 | ||
Balance at December 31, 2017 | $ | 36,582 |
December 31, | |||||
2017 | 2016 | ||||
Common stock warrants outstanding | 1,886,630 | 1,886,630 | |||
Stock options outstanding | 6,566,483 | 6,356,203 | |||
Restricted stock units outstanding | 1,055,977 | 2,975,800 | |||
Shares available for issuance pursuant to Convertible Notes | 40,649,225 | 30,000,000 | |||
Shares available for future grants of awards under the 2015 Incentive Compensation Plan | 1,973,537 | 1,332,035 | |||
Shares available for future grants of awards under the 2009 Omnibus Incentive Compensation Plan | 3,816,243 | 3,871,666 | |||
Shares available under the 2000 Employee Stock Purchase Plan | 857,638 | 89,676 | |||
Total shares of common stock reserved for issuance | 56,805,733 | 46,512,010 |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Cost of revenues | $ | 182 | $ | 235 | $ | 233 | |||||
Research and development | 749 | 868 | 1,003 | ||||||||
Sales and marketing | 747 | 707 | 579 | ||||||||
General and administrative | 1,901 | 2,778 | 2,963 | ||||||||
Restructuring charges | 169 | — | 1,572 | ||||||||
Total | $ | 3,748 | $ | 4,588 | $ | 6,350 |
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 |
Year Ended December 31, | ||||||||
2017 | 2016 | 2015 | ||||||
Expected dividend yield | — | % | — | % | — | % | ||
Risk-free interest rate | 1.8 | % | 1.7 | % | 1.4 | % | ||
Volatility | 108 | % | 79 | % | 69 | % | ||
Expected term (in years) | 5.0 | 5.0 | 4.5 |
Stock Options Outstanding | Weighted-Average Exercise Price Per Option | Weighted-Average Remaining Contractual Term (in years) | Aggregate Intrinsic Value | |||||||||
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 | ||||||||||
Granted | 3,877,000 | 1.15 | ||||||||||
Exercised | (146,039 | ) | 1.11 | |||||||||
Canceled | (3,520,681 | ) | 2.69 | |||||||||
Outstanding — December 31, 2017 | 6,566,483 | $ | 1.77 | 8.18 | $ | 2,460 | ||||||
Vested and Expected to Vest — December 31, 2017 | 5,815,396 | $ | 1.84 | 8.03 | $ | 2,132 | ||||||
Exercisable — December 31, 2017 | 2,202,598 | $ | 2.83 | 6.12 | $ | 491 |
Number of Shares | Weighted-Average Grant-Date Fair Value | |||||
Non-vested — December 31, 2016 | 2,975,800 | $ | 1.87 | |||
Granted | 1,480,301 | 1.83 | ||||
Vested | (1,193,721 | ) | 1.92 | |||
Forfeited | (2,206,403 | ) | 1.72 | |||
Non-vested — December 31, 2017 | 1,055,977 | $ | 2.06 |
Year Ended December 31, | |||||||||||
2017 | 2016 | 2015 | |||||||||
Net loss attributable to Inseego Corp. | $ | (45,735 | ) | $ | (60,573 | ) | $ | (52,286 | ) | ||
Weighted-average common shares outstanding | 58,718,483 | 53,911,270 | 52,767,230 | ||||||||
Basic and diluted net loss per share | $ | (0.78 | ) | $ | (1.12 | ) | $ | (0.99 | ) |
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 | $ | — |
2018 | $ | 782 | |
2019 | 491 | ||
2020 | 139 | ||
Total minimum capital lease payments | 1,412 | ||
Less: amounts representing interest | (135 | ) | |
Present value of net minimum capital lease payments | 1,277 | ||
Less: current portion | (679 | ) | |
Long-term portion | $ | 598 |
2018 | $ | 2,874 | |
2019 | 2,204 | ||
2020 | 964 | ||
2021 | 365 | ||
2022 | 236 | ||
Thereafter | 20 | ||
Total | $ | 6,663 |
December 31, | |||||||
2017 | 2016 | ||||||
United States and Canada | $ | 65,208 | $ | 71,564 | |||
South Africa | 68,186 | 63,693 | |||||
Other | 24,813 | 23,459 | |||||
$ | 158,207 | $ | 158,716 |
Year Ended December 31, | ||||||||
2017 | 2016 | 2015 | ||||||
United States and Canada | 71.4 | % | 72.9 | % | 89.1 | % | ||
South Africa | 17.9 | 16.6 | 4.6 | |||||
Other | 10.7 | 10.5 | 6.3 | |||||
100.0 | % | 100.0 | % | 100.0 | % |
Balance at December 31, 2016 | Costs Incurred | Payments | Non-cash | Translation Adjustment | Balance at December 31, 2017 | Cumulative Costs Incurred to Date | ||||||||||||||||||||||
2015 Initiatives | ||||||||||||||||||||||||||||
Employee Severance Costs | $ | 455 | $ | 1 | $ | (456 | ) | $ | — | $ | — | $ | — | $ | 4,131 | |||||||||||||
Facility Exit Related Costs | 588 | 862 | (469 | ) | — | — | 981 | 1,728 | ||||||||||||||||||||
2017 Initiatives | ||||||||||||||||||||||||||||
Employee Severance Costs | — | 3,351 | (3,088 | ) | — | 24 | 287 | 3,351 | ||||||||||||||||||||
Facility Exit Related Costs | — | 283 | (268 | ) | 91 | — | 106 | 283 | ||||||||||||||||||||
Other Related Costs | — | 655 | (326 | ) | (169 | ) | — | 160 | 655 | |||||||||||||||||||
Total | $ | 1,043 | $ | 5,152 | $ | (4,607 | ) | $ | (78 | ) | $ | 24 | $ | 1,534 | $ | 10,148 |
2017 | |||||||||||||||
First Quarter | Second Quarter | Third Quarter | Fourth Quarter | ||||||||||||
(in thousands, except per share amounts) | |||||||||||||||
Net revenues | $ | 55,389 | $ | 59,913 | $ | 57,461 | $ | 46,534 | |||||||
Gross profit | 16,186 | 17,229 | 16,372 | 17,548 | |||||||||||
Net loss attributable to Inseego Corp. | (16,100 | ) | (12,024 | ) | (13,789 | ) | (3,822 | ) | |||||||
Basic and diluted net loss per share | $ | (0.28 | ) | $ | (0.21 | ) | $ | (0.23 | ) | $ | (0.06 | ) | |||
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 Inseego Corp. | (11,904 | ) | (2,701 | ) | (18,567 | ) | (27,401 | ) | |||||||
Basic and diluted net loss per share | $ | (0.22 | ) | $ | (0.05 | ) | $ | (0.34 | ) | $ | (0.50 | ) |
Balance At Beginning of Year | Additions Charged to Operations | Deductions | Effect of Tax Act | Effect of Change in Foreign Currency Exchange Rates | Balance At End of Year | ||||||||||||||||||
Allowance for Doubtful Accounts: | |||||||||||||||||||||||
December 31, 2017 | $ | 1,660 | $ | 1,618 | $ | (747 | ) | $ | — | $ | 152 | $ | 2,683 | ||||||||||
December 31, 2016 | 601 | 1,136 | (112 | ) | — | 35 | 1,660 | ||||||||||||||||
December 31, 2015 | 217 | 422 | (38 | ) | — | — | 601 | ||||||||||||||||
Reserve for Excess and Obsolete Inventory: | |||||||||||||||||||||||
December 31, 2017 | 14,039 | 2,489 | (4,648 | ) | — | 74 | 11,954 | ||||||||||||||||
December 31, 2016 | 4,169 | 14,797 | (4,961 | ) | — | 34 | 14,039 | ||||||||||||||||
December 31, 2015 | 5,468 | 1,043 | (2,342 | ) | — | — | 4,169 | ||||||||||||||||
Deferred Tax Asset Valuation Allowance: | |||||||||||||||||||||||
December 31, 2017 | 114,419 | 16,364 | — | (38,772 | ) | 833 | 92,844 | ||||||||||||||||
December 31, 2016 | 94,984 | 19,341 | — | — | 94 | 114,419 | |||||||||||||||||
December 31, 2015 | 90,774 | 17,903 | (13,693 | ) | — | — | 94,984 |
Name of Optionee | |||
Number of Options Granted | |||
Option Price per Share | |||
Date of Option Grant | |||
Vesting Commencement Date | |||
Option Expiration Date | |||
Vesting Schedule | |||
Company: | ||
Name: | ||
Title: |
Optionee: | ||
Name: |
The Plan and Other Agreements | The text of the Plan is incorporated into this Award Agreement by reference. In the event of any inconsistency between the provisions of this Award Agreement and the Plan, the Plan shall govern. Capitalized terms used but not otherwise defined in this Award Agreement are defined in the Plan. Any amendment to the Plan shall be deemed to be an amendment to this Award Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this Award Agreement without your consent (provided, however, that your consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the U.S. Internal Revenue Code, as amended (the “Code”)). The Option Grant, this Award Agreement and the Plan constitute the entire understanding between you and the Company regarding these Options. Any prior agreements, commitments or negotiations concerning these Options are hereby superseded entirely. Notwithstanding the foregoing, to the extent a written employment agreement, change-in-control agreement, severance agreement or other similar written agreement or arrangement (an “Employment Arrangement”) that has been approved by the Board or a committee thereof provides for greater benefits to the Optionee than provided in the Option Grant, this Award Agreement or the Plan with respect to (a) vesting of the Options upon termination of employment or in the event of a Change in Control, or (b) exercisability of the Options following termination of employment, then the terms of the Employment Arrangement with respect to these matters shall supersede the terms of the Option Grant and this Award Agreement to the extent permitted by the Plan. |
Nonstatutory Stock Option | These Options are not intended to be Incentive Stock Options under section 422 of the Code and will be interpreted accordingly. |
Vesting | These Options are exercisable only before they expire and then only with respect to those that are vested. These Options will vest according to the Vesting Schedule on the attached cover sheet. |
Term | These Options will expire in any event at the close of business at Company headquarters on the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. These Options will expire earlier if your service terminates, as described below. |
Regular Termination | If your service terminates for any reason, other than death, Disability (as defined below), or Cause (as defined below), then, except as otherwise provided in an Employment Arrangement, these Options will expire at the close of business at Company headquarters on the 90th calendar day after your service termination date. |
Termination for Cause | If your service is terminated for Cause, as determined by the Board in its sole discretion, then immediately upon such event you automatically forfeit all rights to these Options and they shall immediately expire. For purposes of this Award Agreement, “Cause” shall mean the termination of your service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any Subsidiary or Affiliate thereof; or any other intentional misconduct on your part that adversely affects the business or affairs of the Company or any Subsidiary or Affiliate thereof in a material manner. This definition shall not restrict in any way the Company’s or any Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “Cause” for purposes other than this Award Agreement. |
Death | If your service terminates because of your death, then, except as otherwise provided in an Employment Arrangement, these Options will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. At any time during that twelve (12) month period, your estate or heirs may exercise those Options which were vested as of the date of your death. |
Disability | If your service terminates because of your Disability, then, except as otherwise provided in an Employment Arrangement, these Options will expire at the close of business at Company headquarters on the date twelve (12) months after your service termination date. At any time during that twelve (12) month period, you may exercise those Options which were vested as of the date your service terminated because of your Disability. For purposes of this Award Agreement, “Disability” shall mean that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. |
Leave of Absence | For purposes of these Options, your service is not interrupted or terminated when you go on a leave of absence that was approved in writing by a duly constituted officer of the Company or any Subsidiary or Affiliate thereof. Your service terminates in any event when the approved leave ends unless you immediately return to active work at the Company or any Subsidiary or Affiliate thereof. The Company, in its sole discretion, determines which leaves count for this purpose, as well as the point in time your service terminates for all purposes under the Plan. |
Method of Exercise | When you wish to exercise any of these Options, you must provide written notice to the Company, or use such other method of exercise as may be specified by the Company, including exercise by electronic means on the web site of the Company’s third-party equity plan administrator, which will specify how many Options you wish to exercise. If someone else wants to exercise these Options after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. |
Form of Payment | When you exercise Options, you must remit payment of the Option Price for the Shares you are purchasing at that time and any Tax-Related Items (as defined below). Payment may be made in one or a combination of the following forms: Cash, your personal check, a cashier’s check or a money order. By delivery (on a form or by electronic means prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any Tax-Related Items. |
Withholding Taxes | Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You acknowledge that neither the Company nor the Employer shall have any obligation to indemnify or otherwise hold you harmless from any or all of such Tax-Related Items. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: 1. withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or 2. withholding from proceeds of the sale of Shares acquired at exercise, either through a voluntary sale or through a sale arranged by the Company (on your behalf pursuant to this authorization); or 3. withholding in Shares to be issued at exercise. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the Options exercised, notwithstanding that a number of Shares is retained solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds from the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items. |
Transfer of Options | Prior to your death, only you may exercise these Options, or in the case of legal incapacity, your guardian or legal representative may act on your behalf. You cannot transfer or assign these Options. For instance, you may not sell the Options themselves or use them as security for a loan. If you attempt to do any of these things, the Options will immediately become invalid. You may, however, dispose of these Options in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor your spouse’s interest in these Options in any way. |
Retention Rights | These Options or this Award Agreement do not give you the right to be retained or to continue to be retained by the Company or any Subsidiary or Affiliate thereof in any employment or other capacity. The Company or any Subsidiary or Affiliate thereof reserves the right to terminate your service at any time and for any reason. |
Stockholder Rights | You, or your estate or heirs, have no rights as a stockholder of the Company until you are recorded as the holder of the Shares upon the stock records of the Company. No adjustments are made for dividends or other rights if the applicable record date occurs before you are recorded as the holder of the Shares, except as otherwise described in the Plan. |
Adjustments | In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by these Options and the Option Price may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. These Options shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. |
No Advice Regarding Grant | The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult your own personal tax, legal and financial advisors regarding your participation in the Plan and before taking any action related to the Plan. |
Not a Contract of Employment | By accepting this Award Agreement, you acknowledge and agree that (a) any person whose service is terminated before full vesting of an award, such as the one granted to you by this Option grant, could claim that his or her service was terminated to preclude vesting; (b) you will never make such a claim; (c) nothing in this Award Agreement or the Plan confers on you any right to continue a service relationship with the Company, nor shall anything in this Award Agreement or the Plan affect in any way your right or the rights of the Company or the Employer to terminate your service at any time, with or without cause; and (d) the Company would not have granted this Option to you but for these acknowledgments and agreements. |
Applicable Law | The Option grant and the provisions of this Award Agreement are governed by, and subject to, the internal substantive laws but not the choice of law rules of the State of Delaware, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California, and agree that such litigation shall be conducted only in the courts of San Diego County, California, or the federal courts of the United States for the Southern District of California, and no other courts, where this grant is made and/or to be performed. |
Electronic Delivery | The Company may, in its sole discretion, decide to deliver any documents related to the Options granted under and participation in the Plan or future options that may be granted under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. |
Severability | The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
Name of Recipient | |||
Number of Stock Units Subject to Award | |||
Purchase Price per Share (if applicable) | |||
Date of Grant | |||
Vesting Schedule | |||
By: | |
Name: | |
Title: |
Name: | |
1. | The Plan and Other Agreements. The text of the Plan is incorporated into this Award Agreement by reference. In the event of any inconsistency between the provisions of this Award Agreement and the Plan, the Plan shall govern. Capitalized terms used but not otherwise defined in this Award Agreement are defined in the Plan. Any amendment to the Plan shall be deemed to be an amendment to this Award Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this Award Agreement without your consent (provided, however, that your consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the U.S. Internal Revenue Code, as amended (the “Code”). The Stock Unit Grant, this Award Agreement and the Plan constitute the entire understanding between you and the Company regarding these Stock Units. Any prior agreements, commitments or negotiations concerning these Stock Units are hereby superseded entirely. Notwithstanding the foregoing, to the extent a written employment agreement, change-in-control agreement, severance agreement or other similar written agreement or arrangement (an “Employment Arrangement”) that has been approved by the Board or a committee thereof provides for greater benefits to the Grantee than provided in the Stock Unit Grant, this Award Agreement or the Plan with respect to vesting of the Stock Units upon termination of employment or in the event of a Change in Control, then the terms of the Employment Arrangement with respect to these matters shall supersede the terms of the Stock Unit Grant and this Award Agreement to the extent permitted by the Plan. |
2. | Termination of Service; Leaves of Absence. Subject to Section 1 above, this Award shall be canceled and become automatically null and void immediately upon termination of your service to the Company or its Subsidiary or Affiliate for any reason, but only to the extent you have not become vested, pursuant to the foregoing terms, on or at the time your service to the Company or any Subsidiary or Affiliate thereof ends. For purposes of the Award, your service is not interrupted or terminated when you go on a leave of absence that is approved in writing by a duly constituted officer of the Company or any Subsidiary or Affiliate thereof. Your service terminates in any event when the approved leave ends unless you immediately return to active work at the Company or any Subsidiary or Affiliate thereof. The Company, in its sole discretion, determines which leaves count for this purpose, as well as the point in time your service terminates for all purposes under the Plan. |
3. | Satisfaction of Vesting Restrictions. No Shares will be issued before you complete the requirements that are necessary for you to vest in your Stock Units. As soon as practicable after the date on which your Stock Units vest in whole or in part, the Company will issue to you, free from vesting restrictions (but subject to such legends as the Company determines to be appropriate), one Share for each vested Stock Unit; provided, however, that, by accepting this Award Agreement, you authorize the Company to withhold taxes pursuant to Section 7 below. |
4. | Investment Purposes. By accepting this Award, you represent and warrant to the Company that any Shares issued to you pursuant to your Stock Units will be for investment for your own account and not with a view to, for resale in connection with, or with an intent of participating directly or indirectly in, any distribution of such Shares within the meaning of the U.S. Securities Act of 1933, as amended. You further acknowledge and agree that your ability to sell any Shares issued to you pursuant to your Stock Units may be limited by applicable securities laws and the Company’s Insider Trading Policy then in effect. |
5. | Dividend Equivalents. When Shares are delivered to you pursuant to the vesting of your Stock Units, you shall also be entitled to receive, with respect to each Share issued or withheld by the Company pursuant to Section 3, (a) a number of Shares equal to the per Share stock dividends which were declared and paid to the holders of Shares between the Date of Grant and the date such Shares are delivered to you, and (b) a number of Shares having a Fair Market Value (on the date of each cash dividend payment date) equal to any per Share cash dividends that were paid to the holders of Shares based on a record date falling between the Date of Grant and the date such Shares are delivered to you. To the extent that your service ends before vesting of all the Stock Units, you will forfeit all dividend equivalents (whether paid in cash or in stock) attributable to all Shares underlying such unvested Stock Units. |
6. | Restrictions on Transfer of Award. Your rights under this Award Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Board. If you attempt to do any of these things, the Stock Units will immediately become invalid. You may, however, dispose of these Stock Units in your will. Regardless of any |
7. | Income Taxes and Deferred Compensation. Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items legally due by you is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Units, including the grant of the Stock Units, the vesting of Stock Units, the settlement of the Stock Units with Shares, the subsequent sale of any Shares acquired at vesting and the receipt of any dividends; and (b) do not commit to structure the terms of the grant or any aspect of the Stock Units to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You acknowledge that neither the Company nor the Employer shall have any obligation to indemnify or otherwise hold you harmless from any or all of such Tax-Related Items. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. |
8. | Notices. Any notice or communication required or permitted by any provision of this Award Agreement to be given to you shall be in writing and shall be delivered electronically, personally, or sent by certified mail, return receipt |
9. | Binding Effect. Except as otherwise provided in this Award Agreement or in the Plan, every covenant, term, and provision of this Award Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, legatees, legal representatives, successors, transferees, and assigns. |
10. | Modifications. Subject to Section 7 hereof, this Award Agreement may not be modified or amended without your prior consent. |
11. | Headings. Section and other headings contained in this Award Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Award Agreement or any provision hereof. |
12. | Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
13. | Stockholder Rights. You, or your estate or heirs, have no rights as a stockholder of the Company until you are recorded as the holder of the Shares upon the stock records of the Company. No adjustments are made for dividends or other rights if the applicable record date occurs before you are recorded as the holder of the Shares, except as otherwise described in the Plan. |
14. | Adjustments. In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by these Stock Units may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. These Stock Units shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. |
15. | No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendation regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult your own personal tax, legal and financial advisors regarding your participation in the Plan and before taking any action related to the Plan. |
16. | Not a Contract of Employment. By accepting this Award Agreement, you acknowledge and agree that (a) any person whose service is terminated before full vesting of an award, such as the one granted to you by this Award, could claim that his or her service was terminated to preclude vesting; (b) you will never make such a claim; (c) nothing in this Award Agreement or the Plan confers on you any right to continue a service relationship with the Company, nor shall anything in this Award Agreement or the Plan affect in any way your right or the rights of the Company or the Employer to terminate your service at any time, with or without cause; and (d) the Company would not have granted this Award to you but for these acknowledgements and agreements. |
17. | Governing Law. This Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto are governed by, and subject to, the internal substantive laws but not the choice of law rules of the State of Delaware, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California and agree that such litigation shall be conducted only in the courts of San Diego County, California, or the federal courts of the United States for the Southern District of California, and no other courts, where this Award is made and/or to be performed. |
Company: | ||
Name: | (Signature) | |
Title: | ||
Optionee: | ||
Name: |
The Plan and Other Agreements | The text of the Plan is incorporated into this Award Agreement by reference. In the event of any inconsistency between the provisions of this Award Agreement and the Plan, the Plan shall govern. Capitalized terms used but not otherwise defined in this Award Agreement are defined in the Plan. Any amendment to the Plan shall be deemed to be an amendment to this Award Agreement to the extent that the amendment is applicable hereto; provided, however, that no amendment shall adversely affect your rights under this Award Agreement without your consent (provided, however, that your consent shall not be required to an amendment that is deemed necessary by the Company to ensure compliance with Section 409A of the U.S. Internal Revenue Code, as amended (the “Code”)). The Option Grant, this Award Agreement and the Plan constitute the entire understanding between you and the Company regarding these Options. Any prior agreements, commitments or negotiations concerning these Options are hereby superseded entirely. Notwithstanding the foregoing, to the extent a written employment agreement, change-in-control agreement, severance agreement or other similar written agreement or arrangement (an “Employment Arrangement”) that has been approved by the Board or a committee thereof provides for greater benefits to the Optionee than provided in the Option Grant, this Award Agreement or the Plan with respect to (a) vesting of the Options upon termination of employment or in the event of a Change in Control, or (b) exercisability of the Options following termination of employment, then the terms of the Employment Arrangement with respect to these matters shall supersede the terms of the Option Grant and this Award Agreement to the extent permitted by the Plan. |
Nonstatutory Stock Option | These Options are not intended to be Incentive Stock Options under section 422 of the Code and will be interpreted accordingly. |
Vesting | These Options are exercisable only before they expire and then only with respect to those that are vested. These Options will vest according to the Vesting Schedule on the attached cover sheet. |
Term | These Options will expire in any event at the close of business at Company headquarters on the 10th anniversary of the Date of Option Grant, as shown on the cover sheet. These Options will expire earlier if your service terminates, as described below. |
Regular Termination | If your service terminates for any reason, other than death, Disability (as defined below), or Cause (as defined below), then, except as otherwise provided in an Employment Arrangement, these Options will expire at the close of business at Company headquarters on the 90th calendar day after your service termination date. |
Termination for Cause | If your service is terminated for Cause, as determined by the Board in its sole discretion, then immediately upon such event you automatically forfeit all rights to these Options and they shall immediately expire. For purposes of this Award Agreement, “Cause” shall mean the termination of your service due to your commission of any act of fraud, embezzlement or dishonesty; any unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any Subsidiary or Affiliate thereof; or any other intentional misconduct on your part that adversely affects the business or affairs of the Company or any Subsidiary or Affiliate thereof in a material manner. This definition shall not restrict in any way the Company’s or any Subsidiary’s or Affiliate’s right to discharge you for any other reason, nor shall this definition be deemed to be inclusive of all the acts or omissions which constitute “Cause” for purposes other than this Award Agreement. |
Death | If your service terminates because of your death, then, except as otherwise provided in an Employment Agreement, these Options will expire at the close of business at Company headquarters on the date twelve (12) months after the date of death. At any time during that twelve (12) month period, your estate or heirs may exercise those Options which were vested as of the date of your death. |
Disability | If your service terminates because of your Disability, then, except as otherwise provided in an Employment Agreement, these Options will expire at the close of business at Company headquarters on the date twelve (12) months after your service termination date. At any time during that twelve (12) month period, you may exercise those Options which were vested as of the date your service terminated because of your Disability. For purposes of this Award Agreement, “Disability” shall mean that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected to last for a continuous period of not less than 12 months. |
Leaves of Absence | For purposes of these Options, your service is not interrupted or terminated when you go on a leave of absence that was approved in writing by a duly constituted officer of the Company or any Subsidiary or Affiliate thereof. Your service terminates in any event when the approved leave ends unless you immediately return to active work at the Company or any Subsidiary or Affiliate thereof. The Company, in its sole discretion, determines which leaves count for this purpose, as well as the point in time your service terminates for all purposes under the Plan. |
Method of Exercise | When you wish to exercise any of these Options, you must provide written notice to the Company, or use such other method of exercise as may be specified by the Company, including exercise by electronic means on the web site of the Company’s third-party equity plan administrator, which will specify how many Options you wish to exercise. If someone else wants to exercise these Options after your death, that person must prove to the Company’s satisfaction that he or she is entitled to do so. |
Form of Payment | When you exercise Options, you must remit payment of the Option Price for the Shares you are purchasing at that time and any Tax-Related Items (as defined below). Payment may be made in one or a combination of the following forms: - Cash, your personal check, a cashier’s check or a money order. - By delivery (on a form or by electronic means prescribed by the Company) of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate Option Price and any Tax-Related Items. |
Withholding Taxes | Regardless of any action the Company or your employer (the “Employer”) takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you (“Tax-Related Items”), you acknowledge that the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by the Company or the Employer. You further acknowledge that the Company and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Options, including, but not limited to, the grant, vesting or exercise of the Options, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Options to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. You acknowledge that neither the Company nor the Employer shall have any obligation to indemnify or otherwise hold you harmless from any or all of such Tax-Related Items. Further, if you are subject to tax in more than one jurisdiction, you acknowledge that the Company and/or the Employer (or former Employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. Prior to any relevant taxable or tax withholding event, as applicable, you will pay or make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, you authorize the Company and/or the Employer, or their respective agents, at their discretion, to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (1) withholding from your wages or other cash compensation paid to you by the Company and/or the Employer; or (2) withholding from proceeds of the sale of Shares acquired at exercise, either through a voluntary sale or through a sale arranged by the Company (on your behalf pursuant to this authorization); or (3) withholding in Shares to be issued at exercise. To avoid negative accounting treatment, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the Options exercised, notwithstanding that a number of Shares is retained solely for the purpose of paying the Tax-Related Items due as a result of any aspect of your participation in the Plan. Finally, you will pay to the Company or the Employer any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver Shares or the proceeds from the sale of Shares if you fail to comply with your obligations in connection with the Tax-Related Items. |
Transfer of Options | Prior to your death, only you may exercise these Options, or in the case of legal incapacity, your guardian or legal representative may act on your behalf. You cannot transfer or assign these Options. For instance, you may not sell the Options themselves or use them as security for a loan. If you attempt to do any of these things, the Options will immediately become invalid. You may, however, dispose of these Options in your will. Regardless of any marital property settlement agreement, the Company is not obligated to honor your spouse’s interest in these Options in any way. |
Retention Rights | These Options or this Award Agreement do not give you the right to be retained or to continue to be retained by the Company or any Subsidiary or Affiliate thereof in any employment or other capacity. The Company or any Subsidiary or Affiliate thereof reserves the right to terminate your service at any time and for any reason. |
Stockholder Rights | You, or your estate or heirs, have no rights as a stockholder of the Company until you are recorded as the holder of the Shares upon the stock records of the Company. No adjustments are made for dividends or other rights if the applicable record date occurs before you are recorded as the holder of the Shares, except as otherwise described in the Plan. |
Adjustments | In the event of a stock split, a stock dividend or a similar change in the Company stock, the number of Shares covered by these Options and the Option Price may be adjusted (and rounded down to the nearest whole number) pursuant to the Plan. These Options shall be subject to the terms of the agreement of merger, liquidation or reorganization in the event the Company is subject to such corporate activity. |
No Advice Regarding Grant | The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding your participation in the Plan, or your acquisition or sale of the underlying Shares. You are hereby advised to consult your own personal tax, legal and financial advisors regarding your participation in the Plan and before taking any action related to the Plan. |
Not a Contract of Employment | By accepting this Award Agreement, you acknowledge and agree that (a) any person whose service is terminated before full vesting of an award, such as the one granted to you by this Option grant, could claim that his or her service was terminated to preclude vesting; (b) you will never make such a claim; (c) nothing in this Award Agreement or the Plan confers on you any right to continue a service relationship with the Company, nor shall anything in this Award Agreement or the Plan affect in any way your right or the rights of the Company or the Employer to terminate your service at any time, with or without cause; and (d) the Company would not have granted this Option to you but for these acknowledgments and agreements. |
Applicable Law | The Option grant and the provisions of this Award Agreement are governed by, and subject to, the internal substantive laws but not the choice of law rules of the State of Delaware, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this grant or this Award Agreement, the parties hereby submit to and consent to the exclusive jurisdiction of the State of California, and agree that such litigation shall be conducted only in the courts of California, or Delaware, and no other courts, where this grant is made and/or to be performed. |
Electronic Delivery | The Company may, in its sole discretion, decide to deliver any documents related to the Options granted under and participation in the Plan or future options that may be granted under the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company. |
Severability | The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. |
Name of Subsidiary | Jurisdiction of Incorporation or Organization | Name Under Which the Subsidiary Does Business | ||
Novatel Wireless, Inc. | Delaware | |||
Novatel Wireless Technologies, Ltd. | Alberta, Canada | |||
Novatel Wireless Solutions, Inc. | Delaware | |||
Novatel Wireless (Italy) S.r.l. | Italy | |||
Novatel Wireless (UK) Ltd | United Kingdom | |||
Novatel Wireless Australia Pty Ltd | Australia | |||
Novatel Wireless Asia Ltd | Hong Kong | |||
Novatel Wireless (Shanghai) Co. Ltd. | China | |||
Novatel Wireless Technologies, Ltd. | Canada | |||
Enfora, Inc. | Delaware | |||
R.E.R. Enterprises, Inc. | Oregon | Feeney Wireless | ||
Inseego North America, LLC | Oregon | |||
Feeney Wireless IC-Disc, Inc. | Delaware | |||
DigiCore Holdings Limited | South Africa | |||
DigiCore Electronics (Pty) Ltd | South Africa | |||
DigiCore Properties (Pty) Ltd | South Africa | |||
Ctrack SA (Pty) | South Africa | |||
DigiCore Financial Services (Pty) Ltd | South Africa | |||
DigiCore Fleet Management SA (Pty) Ltd | South Africa | |||
Integrated Fare Collections Services (Pty) Limited (IFCS) | South Africa | |||
Dedical (Pty) Ltd | South Africa | |||
Alchemist House (Pty) Ltd | South Africa | |||
DigiCore Management Services (Pty) Ltd | South Africa | |||
DigiCore Brands (Pty) Ltd | South Africa | |||
DigiCore Cellular (Pty) Ltd | South Africa | |||
DigiCore International (Pty) Ltd | South Africa | |||
DigiCore Investments (Pty) Ltd | South Africa | |||
DigiCore Technology (Pty) Ltd | South Africa | |||
Ctrack International Holdings Ltd | United Kingdom | |||
Ctrack Europe Holdings Limited | United Kingdom | |||
Ctrack UK Ltd | United Kingdom | |||
Ctrack Ireland Ltd | Ireland | |||
Ctrack E. Eur. Holdings Limited | United Kingdom | |||
Ctrack Deutschland GmbH | Germany | |||
Ctrack Ltd | United Kingdom | |||
DigiCore Europe BV | Netherlands | |||
Ctrack Benelux BV | Netherlands | |||
Ctrack Polska Sp z o.o. | Poland | |||
DigiCore International Holdings BV | Netherlands | |||
Ctrack New Zealand Limited | New Zealand | |||
Ctrack Asia SDN BHD | Malaysia | |||
Ctrack (Pty) Ltd | Australia | |||
Ctrack Finance Ltd | United Kingdom | |||
Ctrack Belgium BVBA | Belgium | |||
Ctrack France SARL | France |
1) | Registration Statement (Form S-3 No. 333-221404) pertaining to 1,629,115 shares of common stock; |
2) | Registration Statement (Form S-3 No. 333-207255) pertaining to 13,067,382 shares of common stock; |
3) | Registration Statement (Form S-8 No. 333-214965) pertaining to the 2009 Omnibus Incentive Compensation Plan; |
4) | Registration Statement (Form S-8 No. 333-207233) pertaining to the 2009 Omnibus Incentive Compensation Plan and the 2015 Incentive Compensation Plan; |
5) | Registration Statement (Form S-8 No. 333-202648) pertaining to the 2009 Omnibus Incentive Compensation Plan and the 2015 Incentive Compensation Plan; |
6) | Registration Statement (Form S-8 No. 333-221405) pertaining to the Amended and Restated 2000 Employee Stock Purchase Plan; |
7) | Registration Statement (Form S-8 No. 333-190878) pertaining to the Amended and Restated 2000 Employee Stock Purchase Plan; |
8) | Registration Statement (Form S-8 No. 333-190879) pertaining to the 2009 Omnibus Incentive Compensation Plan; |
9) | Registration Statement (Form S-8 No. 333-176490) pertaining to the Amended and Restated 2000 Employee Stock Purchase Plan; |
10) | Registration Statement (Form S-8 No. 333-176489) pertaining to the 2009 Omnibus Incentive Compensation Plan; |
11) | Registration Statement (Form S-8 No. 333-163033) pertaining to the 2009 Omnibus Incentive Compensation Plan; |
12) | Registration Statement (Form S-8 No. 333-163032) pertaining to the Amended and Restated 2000 Employee Stock Purchase Plan; |
13) | Registration Statement (Form S-8 No. 333-159287) pertaining to the Amended and Restated 2000 Employee Stock Purchase Plan; |
14) | Registration Statement (Form S-8 No. 333-145482) pertaining to the Amended and Restated 2000 Stock Incentive Plan and the Amended and Restated 2000 Employee Stock Purchase Plan; |
15) | Registration Statement (Form S-8 No. 333-139730) pertaining to the Amended and Restated 2000 Stock Incentive Plan and the Amended and Restated 2000 Employee Stock Purchase Plan; and |
16) | Registration Statement (Form S-8 No. 333-53692) pertaining to the Amended and Restated 2000 Stock Incentive Plan, the Amended and Restated 2000 Employee Stock Purchase Plan and the Amended and Restated 1997 Employee Stock Option Plan; |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Dan Mondor |
Dan Mondor |
Chief Executive Officer (principal executive officer) |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ Stephen Smith |
Stephen Smith |
Chief Financial Officer (principal financial officer) |
• | the Annual Report on Form 10-K of the Company for the year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
• | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
/s/ Dan Mondor |
Dan Mondor |
Chief Executive Officer (principal executive officer) |
• | the Annual Report on Form 10-K of the Company for the year ended December 31, 2017 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
• | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company for the periods presented therein. |
/s/ Stephen Smith |
Stephen Smith |
Chief Financial Officer (principal financial officer) |
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Document and Entity Information - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Mar. 08, 2018 |
Jun. 30, 2017 |
|
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2017 | ||
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 | 58,830,682 | ||
Entity Public Float | $ 55.4 |
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 2,683 | $ 1,660 |
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 | 58,644,559 | 54,372,080 |
Common stock, shares outstanding | 58,644,559 | 54,372,080 |
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (45,840) | $ (60,568) | $ (52,294) |
Foreign currency translation adjustment | 6,013 | 7,098 | (8,507) |
Total comprehensive loss | $ (39,827) | $ (53,470) | $ (60,801) |
Nature of Business and Significant Accounting Policies |
12 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2017 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Nature of Business and Significant Accounting Policies | Nature of Business and Significant Accounting Policies Inseego Corp. (the “Company” or “Inseego”) is a leader in the design and development of products and solutions that enable high performance mobile applications for large enterprise verticals, service providers and small and medium-sized businesses around the globe. Inseego’s product portfolio consists of enterprise SaaS solutions, IoT and mobile solutions, which together form the backbone of compelling, intelligent, reliable and secure IoT services with deep business intelligence. Inseego’s products and solutions power mission critical applications with a “zero unscheduled downtime” mandate, such as asset tracking, fleet management, industrial IoT, SD WAN failover management and mobile broadband services. Inseego’s solutions are powered by its key innovations in purpose built SaaS cloud platforms, IoT and mobile technologies, including the newly emerging 5G technology. 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”). The Company’s principal offices are located at 9605 Scranton Road, Suite 300, San Diego CA 92121. The Company’s sales and engineering offices are located throughout the world. Inseego’s common stock trades on The NASDAQ Global Select Market under the trading symbol “INSG”. Basis of Presentation The Company had a net loss of $45.7 million during the year ended December 31, 2017. As of December 31, 2017, the Company had available cash and cash equivalents totaling $21.2 million and working capital of $6.5 million. The Company has a history of operating and net losses and overall usage of cash from operating and investing activities. In June 2017, the Company terminated the proposed sale of its MiFi Business (as defined below) due to delays and uncertainty in securing approval of the sale from the Committee on Foreign Investment in the United States (“CFIUS”) (see Note 2, Acquisitions and Divestitures). During the year ended December 31, 2017, the Company commenced certain restructuring initiatives aimed at significantly reducing the Company’s cost of revenues and operating expenses in an effort to increase operating cash flows to eventually be sufficient to offset debt service costs and cash flows from investing activities. The Company’s management believes that its cash and cash equivalents, together with anticipated cash flows from operations, will be sufficient to meet its working capital needs for the next twelve months following the filing date of this report. The Company’s ability to transition to more profitable operations is dependent upon achieving a level of revenue adequate to support its evolving cost structure. If events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures as a result of ongoing litigation, the Company may be required to 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. 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, 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. 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 net realizable value. 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 hardware installed in customers’ vehicles where such 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, Goodwill and Other Intangible Assets). 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 (which has been renamed Inseego North America, LLC) (“FW” or “INA”) 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 a straight-line basis over the estimated useful lives of the assets (see Note 4, Goodwill and Other Intangible Assets). 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, excluding goodwill, 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. The Company tests goodwill for impairment by comparing the fair value of each reporting unit with its carrying amount and an impairment charge is recorded for the amount, if any, by which the carrying value exceeds the reporting unit’s fair value. For the year ended December 31, 2017, the Company recorded an impairment loss related to indefinite-lived intangible assets of approximately $0.3 million, which is included in other income (expense), net, in the consolidated statements of operations. No impairment of indefinite-lived intangible assets was recognized during the years ended December 31, 2016 and 2015. 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, 2017, the Company recorded an impairment loss related to long-lived assets of approximately $0.1 million, which is included in other income (expense), net, in the consolidated statements of 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. 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 Accounting Standards Codification (“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, 2017, 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 machine-to-machine 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 (“ASC 840”), 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:
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 stock option and 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 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 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 on 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 earnings per share (“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 long-term debt. 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 and foreign currency translation adjustments. Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The Company implemented this guidance during the fourth quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. In January 2017, the FASB issued 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, by which the carrying value exceeds the reporting unit’s fair value. The Company implemented this guidance during the fourth quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. 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. The Company implemented this guidance during the fourth quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. 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 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. The Company implemented this guidance during the first quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. 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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. The new guidance 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 guidance 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. 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 has established an implementation team, including the utilization of a revenue consultant, to assist with the assessment of the impact of the new guidance on its operations, consolidated financial statements and related disclosures. The Company has substantially completed its assessment of the impact of the new guidance and expects the revenue recognition of its various revenue streams to remain largely unchanged and therefore does not expect a material impact on its revenues upon adoption. The Company has also made a preliminary assessment that the expense related to sales commissions will not be materially different under the new guidance. Based on the Company’s analysis of the new guidance, it has determined that the accounting for leased monitoring devices is outside the scope of the new guidance; therefore, upon adoption of the new revenue recognition guidance the Company will continue to recognize revenues pursuant to two different accounting standards. Revenues related to the Company’s leased monitoring devices will continue to be recognized under ASC 840. The Company adopted the new guidance in the first quarter of 2018, subsequent to the balance sheet date, using the modified retrospective method and does not expect this guidance to have a material impact on its consolidated financial statements upon adoption. |
Acquisitions and Divestitures |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions and Divestitures | 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, 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. On October 5, 2015 the transaction was completed and 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 statements 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):
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):
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):
R.E.R. Enterprises, Inc. (DBA Feeney Wireless) On March 27, 2015, the Company entered into a merger agreement (“RER Merger Agreement”) with R.E.R. Enterprises, Inc. (“RER”) to acquire 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 (the “Deferred Purchase Price”), which would have been payable in March 2016 pursuant to the original terms of the RER Merger Agreement. 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):
On January 5, 2016, the Company and RER amended certain payment terms of the RER Merger Agreement (such agreement, as amended, the “Amended RER Merger Agreement”). Under the Amended RER Merger Agreement, 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 Deferred Purchase Price that was previously payable in shares of the Company’s common stock in March 2016 was agreed to be paid in five cash installments over a four-year period, beginning in March 2016. In addition, the Earn-Out Arrangement was amended as follows: (a) any amount earned under the Earn-Out Arrangement for the achievement of financial targets for the year ended December 31, 2015 would 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 an earn-out payment due to the former shareholders of RER in the form of shares of the Company’s common stock. On March 15, 2017, the Company issued 973,334 shares of its common stock to the former stockholders of RER in satisfaction of the first installment of this obligation. As of the filing date of this report, the March 2017 and March 2018 cash installments have not been paid and the March 2018 share installment has not been issued. The Company is disputing its obligations to make such payments and any future payments (see Note 12, Commitments and Contingencies). As of December 31, 2017, the total amount of the Deferred Purchase Price that remained outstanding was $11.3 million and the total amount outstanding pursuant to the Earn-Out Arrangement was $9.8 million, both of which are 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):
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):
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. 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 years ended December 31, 2017 and 2016, the Company recognized a gain of approximately $45,000 and $5.0 million, respectively, 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. 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 related to the proposed sale of the Company’s subsidiary, Novatel Wireless, which included 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. In June 2017, the Company terminated the Purchase Agreement due to delays and uncertainty in securing approval of the transactions contemplated by the Purchase Agreement from CFIUS and announced key leadership changes and a Company-wide restructuring designed to improve execution, enhance financial performance and drive profitable growth as the Company worked to create sustainable long-term value for shareholders. As part of the restructuring plan, among other actions, the Company implemented cost reduction measures which included a series of targeted reductions across its businesses and geographies, and rationalization of its businesses. As a result of the termination of the transaction described above and the institution of certain restructuring initiatives, the Company retained its ownership interest in Novatel Wireless and the MiFi Business. One of the many benefits associated with the retention of the MiFi Business is the retention of know-how and intellectual property essential to the development of advanced wireless technologies, such as the newly emerging 5G NR standard. |
Financial Statement Details |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Statement Details | 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. The Company did not have short-term investments during the year ended December 31, 2017. Inventories Inventories consist of the following (in thousands):
Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands):
At December 31, 2017, the Company had vehicles and equipment under capital leases of $1.6 million, net of accumulated amortization of $1.5 million. 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. Rental Assets Rental assets consist of the following (in thousands):
Depreciation and amortization expense related to property, plant and equipment, including equipment under capital leases, and rental assets was $8.0 million, $7.8 million and $5.0 million for the years ended December 31, 2017, 2016 and 2015, respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands):
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Goodwill and Other Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets A summary of the activity in goodwill is presented below (in thousands):
The Company’s intangible assets are comprised of the following (in thousands):
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, 2017, 2016 and 2015 was approximately $6.3 million, $6.2 million and $3.3 million, respectively, including approximately $0.9 million, $0.3 million and $25,000 related to capitalized software development costs for the years ended December 31, 2017, 2016 and 2015, respectively. During the year ended December 31, 2017, the Company recorded an impairment loss on intangible assets of approximately $0.4 million, which is included in other income (expense), net, in the consolidated statements of operations. 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):
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Fair Value Measurement of Assets and Liabilities |
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Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurement of Assets and Liabilities | 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:
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, 2017. The Company had no financial instruments measured at fair value on a recurring basis as of December 31, 2017. 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):
As of December 31, 2017 and 2016, the Company had no outstanding foreign currency exchange forward contracts. During the years ended December 31, 2017 and 2015, the Company recorded net foreign currency transaction gains of approximately $0.2 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, 2016, the Company recorded net foreign currency transaction losses of approximately $3.6 million, primarily related to outstanding intercompany loans that Ctrack has with certain of its subsidiaries. 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 The Company’s financial assets and liabilities are carried at fair value or at amounts that, because of their short-term nature, approximate current fair value, with the exception of its $105.1 million in Convertible Notes (as defined below) (see Note 6, Debt). The Company carries its Convertible Notes at amortized cost. The debt and equity components of the Convertible Notes were measured using Level 3 inputs and are not measured on a recurring basis. The fair value of the liability component of the Convertible Notes, which approximates the carrying value of such notes, was $84.8 million and $90.9 million as of December 31, 2017 and 2016, respectively. |
Debt |
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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 $1.9 million at December 31, 2017. The facility bears interest at the South Africa prime interest rate less 0.10% (10.15% at December 31, 2017) and is subject to renewal annually in April. At December 31, 2017 and 2016, $1.9 million and $1.7 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 $1.2 million at December 31, 2017. The facility bears interest at the South Africa prime interest rate plus 1.00% (11.25% at December 31, 2017), requires monthly interest and, in certain instances, minimum principal payments. The facility is subject to renewal annually in September. At December 31, 2017 and 2016, $1.1 million and $1.5 million, respectively, was outstanding under this facility. Long-Term Debt Previous Credit Agreement 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. On March 20, 2017, at the Company’s request, the financial covenants with respect to liquidity requirements and EBITDA targets, among other things, were amended in order to enable draw-downs by the Company from time to time. In exchange for such accommodations, the aggregate amount available under the Revolver was decreased from $48.0 million to $10.0 million. The Company terminated the Revolver on May 8, 2017, in connection with the execution of a credit agreement between the Company and Lakestar Semi Inc., a private investment fund managed by Soros Fund Management LLC, dated as of May 8, 2017 (the “Prior Credit Agreement”). The Prior Credit Agreement provided for a $20.0 million secured term loan with a maturity date of May 8, 2018. In conjunction with the closing of the Prior Credit Agreement, the Company received proceeds of $18.0 million, net of a $2.0 million debt discount, and paid issuance costs of approximately $0.4 million. On August 23, 2017, upon entering into the Credit Agreement described below, the Company used a portion of the proceeds of the new Term Loan (as defined below) to repay all outstanding amounts under and terminate the Prior Credit Agreement. In connection with the termination of the Prior Credit Agreement, the Company recognized a loss on extinguishment of debt of approximately $1.7 million, which is included in other income (expense), net, in the consolidated statements of operations. There was no early termination fee paid in connection with the termination of the Prior Credit Agreement. Term Loan On August 23, 2017, the Company and certain of its direct and indirect subsidiaries (the “Guarantors”) entered into a credit agreement (the “Credit Agreement”) with Cantor Fitzgerald Securities, as administrative agent and collateral agent (the “Agent”), and certain funds managed by Highbridge Capital Management, LLC, as lenders (the “Lenders”). Pursuant to the Credit Agreement, the Lenders provided the Company with a term loan in the principal amount of $48.0 million (the “Term Loan”) with a maturity date of August 23, 2020 (the “Maturity Date”). In conjunction with the closing of the Term Loan, the Company received proceeds of $46.9 million, $35.0 million of which was funded to the Company in cash on the closing date, net of an original issue discount and commitment fee, and the remaining $11.9 million of which was funded through the Company’s repurchase and cancellation of approximately $14.9 million of its outstanding Inseego Notes (as defined below) pursuant to the terms of the Note Purchase Agreement (as defined below). The Company paid issuance costs of approximately $0.5 million. Additionally, the Company issued shares of its common stock and accrued an exit fee, which, when combined with the original debt discount and commitment fee, resulted in a total debt discount of approximately $4.0 million. The Term Loan is secured by a first priority lien on substantially all of the assets of the Company and the Guarantors, including equity interests in certain of the Company’s direct and indirect subsidiaries, in each case subject to certain customary exceptions and permitted liens. The Credit Agreement includes customary representations and warranties, a material adverse change clause, as well as customary reporting and financial covenants. The Company was in compliance with all customary reporting and financial covenants at December 31, 2017. The Term Loan bears interest at a rate per annum equal to the three-month LIBOR, but in no event less than 1.00%, plus 7.625%. Interest on the Term Loan is payable on the last business day of each calendar month and on the Maturity Date. Principal on the Term Loan is payable on the Maturity Date. The Term Loan consisted of the following at December 31, 2017 (in thousands):
The effective interest rate on the Term Loan was 12.73% for the period from the date of issuance through December 31, 2017. The following table sets forth total interest expense recognized related to the Term Loan during the year ended December 31, 2017 (in thousands):
Convertible Senior Notes Novatel Wireless Notes On June 10, 2015, Novatel Wireless issued $120.0 million of 5.50% convertible senior notes due 2020 (the “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, between Novatel Wireless, as issuer, Inseego and Wilmington Trust, National Association, as trustee, as amended by certain supplemental indentures. 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 price of $5.00 per share of the Company’s common stock. Following the settlement of the exchange offer and consent solicitation described below, 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 Notes and its related indenture were amended to, among other things, eliminate certain events of default and substantially all of the restrictive covenants in the Novatel Wireless Notes and its related indenture, 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 Notes’ related indenture, as amended, also provides that the form of settlement of any conversions of the Novatel Wireless Notes will be elected by the Company. Inseego Notes On January 9, 2017, 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 of 5.50% convertible senior notes due 2022 (the “Inseego Notes” and collectively with Novatel Wireless Notes, the “Convertible 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 are governed by the terms of an indenture, dated January 9, 2017 (the “Inseego Indenture”), 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 permit the Company to have a senior credit facility up to a maximum amount of $48.0 million. The Inseego Notes will mature on June 15, 2022, unless earlier converted, redeemed or repurchased. The Inseego 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 212.7660 shares of common stock per $1,000 principal amount of the Inseego Notes, which corresponds to an initial conversion price of $4.70 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, 2021, holders may convert their Inseego Notes at their option only under the following circumstances:
On or after December 15, 2021, the holders may convert any of their Inseego 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 Inseego 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 Inseego Notes to be redeemed, plus any accrued and unpaid interest on such Inseego 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 Inseego Notes for redemption, a “make-whole fundamental change” (as defined in the Inseego Indenture) will be deemed to occur. As a result, the Company will, in certain circumstances, increase the conversion rate for holders who convert their Inseego Notes in connection with such redemption. The Inseego Notes are subject to repurchase by the Company at the option of the holders on June 15, 2020 (the “Optional Repurchase Date”) 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. No “sinking fund” is provided for the Inseego Notes, which means that the Company is not required to periodically redeem or retire the Inseego Notes. If the Company undergoes a “fundamental change” (as defined in the Inseego Indenture), subject to certain conditions, holders may require the Company to repurchase for cash all or part of their Inseego 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 Inseego 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 Inseego Notes in connection with such fundamental change. The Inseego Indenture contains certain covenants, effective until June 15, 2020, that limit the amount of debt, including secured debt, that may be incurred by the Company or its subsidiaries, and that limit the ability of the Company to pay dividends, repurchase its equity securities or make other restricted payments. The Company was in compliance with such covenants at December 31, 2017. The Inseego 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 Inseego Notes, by notice to the Company and the Trustee, may declare the principal and accrued and unpaid interest on the outstanding Inseego 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 Inseego Notes will automatically become immediately due and payable. Notwithstanding the foregoing, the Inseego 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 Inseego Notes at a rate equal to 0.50% per annum on the principal amount of the outstanding Inseego Notes. 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. In accordance with authoritative guidance, the Company recognized $3.6 million as an additional component of debt discount and additional paid-in capital attributed to the increase in the fair value of the embedded conversion feature of the Inseego Notes before and after modification. The Company will amortize the debt discount on the Inseego Notes as a component of interest expense using the effective interest method through June 2020. Note Purchase Agreement On August 23, 2017, in connection with the Credit Agreement described above, the Company and certain of the Lenders entered into a Note Purchase Agreement (the “Note Purchase Agreement”) pursuant to which the Company repurchased approximately $14.9 million of outstanding Inseego Notes from such Lenders in exchange for $11.9 million deemed to have been loaned to the Company pursuant to the Credit Agreement and the accrued and unpaid interest on such notes. In connection with the repurchase of such notes, the Company recognized a loss on extinguishment of debt of approximately $0.3 million, which is included in other income (expense), net, in the consolidated statements of operations. The Convertible Notes consisted of the following (in thousands):
In connection with the issuance of the Convertible 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 consolidated balance sheet. The portion allocated to the liability component is being amortized to interest expense using the effective interest method through June 2020. The effective interest rate on the liability component of the Convertible Notes was 18.11% for the year ended December 31, 2017. The following table sets forth total interest expense recognized related to the Convertible Notes during the years ended December 31, 2017 and 2016 (in thousands):
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% (8.50% at December 31, 2017). At December 31, 2017 and 2016, $0.3 million and $0.6 million, respectively, remained outstanding under the mortgage bond. At December 31, 2017, the minimum calendar year principal payments and maturities of long-term debt were as follows, assuming no repurchases or conversions of the Novatel Wireless Notes prior to June 15, 2020, the maturity date, or the Inseego Notes prior to June 15, 2022, the maturity date (in thousands):
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Income Taxes |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes | Income Taxes Loss before income taxes for the years ended December 31, 2017, 2016 and 2015 is comprised of the following (in thousands):
The provision for income taxes for the years ended December 31, 2017, 2016 and 2015 is comprised of the following (in thousands):
The Company’s net deferred tax liabilities consist of the following (in thousands):
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 against some of the Company’s foreign-based entities’ deferred tax assets. At December 31, 2017 and 2016, the Company recognized valuation allowances of $16.4 million and $19.3 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 of operations from the operating losses created during those years. The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act, among other things, reduces the U.S. federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, changes rules related to uses and limitations of net operating loss carryforwards created in tax years beginning after December 31, 2017, eliminates the corporate alternative minimum tax (“AMT”) and changes how existing AMT credits can be realized, creates the base erosion anti-abuse tax (BEAT), a new minimum tax, and creates a new limitation on deductible interest expense. The SEC issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (“SAB 118”), which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period, which should not extend beyond one year from the Tax Act’s enactment date, for companies to complete the accounting under ASC 740, Income Taxes. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Tax Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. At December 31, 2017, the Company has not completed its accounting for the tax effects of enactment of the Tax Act; however, in certain cases, as described below, the Company has made a reasonable estimate of the effects on its existing deferred tax balances and the one-time transition tax. In other cases, the Company has not been able to make a reasonable estimate and continues to account for those items under ASC 740 and the tax laws that were in effect immediately prior to enactment. The items for which the Company was able to determine a reasonable estimate did not have a material impact on income tax expense. The Company remeasured certain deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. However, the Company is still analyzing certain aspects of the Tax Act and refining its calculations, which could potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. For certain deferred tax assets, the Company has recorded a decrease of approximately $38.8 million, with a corresponding adjustment to valuation allowance for the year ended December 31, 2017. The re-measurement of the Company’s indefinite-lived deferred tax liabilities resulted in an immaterial deferred income tax benefit. The aggregate income tax benefit recorded by the Company in 2017 as a result of the Tax Act’s impact on its net deferred tax liabilities and the change in how AMT carryforwards are treated and monetized was approximately $1.0 million. The Deemed Repatriation Transition Tax (“Transition Tax”) is a tax on previously untaxed accumulated and current earnings and profits (“E&P”) of certain of our foreign subsidiaries. To determine the amount of the Transition Tax, the Company must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The Company has initially determined that it will not owe a Transition Tax since it estimates that it has deficit E&P for its foreign subsidiaries that are subject to the tax. However, the Company is continuing to gather additional information to refine its computation. The Company must assess whether its valuation allowance analyses are affected by various aspects of the Tax Act (e.g., deemed repatriation of deferred foreign income, Global Intangible Low-Taxed Income (GILTI) inclusions, new interest expense disallowances). Since, as discussed herein, the Company has recorded provisional amounts related to certain portions of the Tax Act, any corresponding determination of the need for or change in a valuation allowance is also provisional. The provision for income taxes reconciles to the amount computed by applying the statutory federal income tax rate of 34% in 2017, 2016 and 2015 to loss before income taxes as follows (in thousands):
At December 31, 2017, the Company had U.S. federal net operating loss carryforwards of approximately $351.4 million, which begin to expire in 2021, unless previously utilized, California net operating loss carryforwards of approximately $38.1 million, which begin to expire in 2027, unless previously utilized, and foreign net operating losses for its active foreign subsidiaries of approximately $38.6 million, which generally have no expiration date. At December 31, 2017, the Company had California research and development tax credit carryforwards of approximately $10.4 million, which have no expiration date, and federal research and development tax credit carryforwards of approximately $8.8 million, which begin to expire in 2021, unless previously utilized. 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 December 20, 2017. 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. The Company entered into a Rights Agreement on January 22, 2018 (the “Rights Agreement”), subsequent to the balance sheet date, with Computershare Trust Company, N.A., a federally chartered trust company, as rights agent. The Rights Agreement is intended to discourage acquisitions of the Company’s common stock which could result in a cumulative change in ownership of more than 50% within a rolling three-year period, thereby preserving the Company’s current ability to utilize net operating loss carryforwards to offset future income tax obligations; however, there is no assurance that the Rights Agreement will prevent a cumulative change in 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 U.S. 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, 2017 and 2016. At December 31, 2017 and 2016, 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):
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, 2017. The Company and its subsidiaries file U.S., state and foreign income tax returns in jurisdictions with various statutes of limitations. The Company’s tax returns are subject to examination by federal, state and foreign taxing authorities. The Company’s federal and state tax returns are subject to examination for the years beginning in 2014 and 2013, respectively. Net operating loss carryforwards arising prior to these years are also open to examination, if and when utilized. 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 |
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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. Rights Agreement On January 22, 2018, subsequent to the balance sheet date, the Company entered into the Rights Agreement and issued a dividend of one preferred share purchase right (a “Right”) to each of the stockholders of record of each share of common stock outstanding on February 2, 2018. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series D Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $10.00 per one one-thousandth of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement. The Rights are not exercisable until the Distribution Date (as defined in the Rights Agreement). The Rights will expire on the earlier of (i) the close of business on January 22, 2021, (ii) the time at which the Rights are redeemed, (iii) the time at which the Rights are exchanged, and (iv) if the Rights Agreement has not been approved or ratified by the stockholders prior to the close of business of the date of the Company’s 2018 Annual Meeting of Stockholders, the close of business on the date of the Company’s 2018 Annual Meeting of Stockholders. Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company, including, without limitation, the right to vote or to receive dividends. Common Shares Reserved for Future Issuance The Company had reserved shares of common stock for possible future issuance as of December 31, 2017 and 2016 as follows:
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Share-based Compensation |
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Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation | Share-based Compensation During the year ended December 31, 2017, 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, 2017, 2016 and 2015, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands):
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 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 remains 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 an 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:
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:
The weighted-average fair value of stock option awards granted under all plans during the years ended December 31, 2017, 2016 and 2015 was $0.89, $1.05 and $1.63, respectively. The following table summarizes the Company’s stock option activity under all plans for the years ended December 31, 2017 and 2016 (dollars in thousands, except per share data):
The total intrinsic value of stock options exercised to purchase common stock during the years ended December 31, 2017, 2016 and 2015 was approximately $0.1 million, $0.1 million and $0.9 million, respectively. As of December 31, 2017, total unrecognized share-based compensation expense related to non-vested stock options was $2.6 million, which is expected to be recognized over a weighted-average period of approximately 1.5 years. The Company recognized approximately $2.3 million, $2.2 million and $3.2 million of share-based compensation expense related to the vesting of stock option awards during the years ended December 31, 2017, 2016 and 2015, respectively. Restricted Stock Units Pursuant to the 2015 Plan and the 2009 Plan, the Company may issue restricted stock units (“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, 2017 is presented below:
During the years ended December 31, 2016 and 2015, the weighted-average grant-date fair value of RSUs granted was $1.62 and $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), respectively. During the years ended December 31, 2017, 2016 and 2015, the total fair value of shares vested was $3.0 million, $0.9 million and $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), respectively. As of December 31, 2017, there was $1.1 million of unrecognized share-based compensation expense related to non-vested RSUs, which is expected to be recognized over a weighted-average period of 2.4 years. The Company recognized approximately $1.3 million, $2.0 million and $2.8 million of share-based compensation expense related to the vesting of RSUs during the years ended December 31, 2017, 2016 and 2015, 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 5,074,000 shares of common stock may be purchased by eligible employees. During the years ended December 31, 2017, 2016 and 2015, the Company issued 232,038 shares, 789,565 shares and 506,100 shares, respectively, under the ESPP. The Company recognized approximately $0.1 million, $0.4 million and $0.4 million of share-based compensation expense related to the ESPP during the years ended December 31, 2017, 2016 and 2015, respectively. |
Earnings Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share | Earnings per Share Basic 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):
For the years ended December 31, 2017, 2016 and 2015 the computation of diluted EPS excluded 9,509,090 shares, 11,218,633 shares and 8,931,669 shares, respectively, related to warrants, stock options and RSUs as their effect would have been anti-dilutive. |
Securities Purchase Agreement |
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Equity [Abstract] | ||||||||||||||||||||||||||||||||||||
Securities Purchase Agreement | Securities Purchase Agreement and Warrant Issues On September 3, 2014, the Company entered into a Purchase Agreement (the “Financing 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):
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 |
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Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies | 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, 2017 (in thousands):
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, 2017, 2016 and 2015, rent expense under operating leases was $2.7 million, $4.1 million and $3.3 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, 2017 (in thousands):
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 May 27, 2015, a patent infringement action was brought against Novatel Wireless 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 alleged that certain MiFi mobile hotspots manufactured by Novatel Wireless infringed claims of patents owned by Carucel. On April 10, 2017, judgment was entered in favor of Novatel Wireless. Carucel has filed to appeal certain orders in the litigation. The Company does not believe there is merit to an appeal by Carucel and intends to vigorously defend the appeal. However, there can be no assurance as to the ultimate outcome of any appeal or other future judgment in this case. 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. Under the terms of the settlement agreement, the Company is required to pay an aggregate settlement amount of $2.8 million, $0.9 million of which remained outstanding as of December 31, 2017 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. On May 11, 2017, the Company initiated a lawsuit against the former stockholders of RER in the Court of Chancery of the State of Delaware seeking recovery of damages for civil conspiracy, fraud in the inducement, unjust enrichment and breach of fiduciary duty. The Company has suspended payments due to the former stockholders of RER pursuant to the Earn-Out Arrangement and the Deferred Purchase Price pending the outcome of this litigation. There can be no assurance as to the ultimate outcome of the future judgment in this case, and an adverse judgment could have a material adverse effect on the Company’s consolidated results of operations or financial condition. |
Geographic Information and Concentrations of Risk |
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Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Geographic Information and Concentrations of Risk | Geographic Information and Concentrations of Risk Geographic Information The following table details the geographic concentration of the Company’s assets (in thousands):
The following table details the geographic concentration of the Company’s net revenues based on shipping destination:
Concentrations of Risk For the years ended December 31, 2017, 2016 and 2015, one customer accounted for 51.2%, 53.9% and 53.6% of net revenues, respectively. At December 31, 2017 and 2016, one customer accounted for 23.9% and 42.8% of total accounts receivable, respectively. |
Retirement Savings Plan |
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Retirement Benefits [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 $0.5 million and $0.6 million for the years ended December 31, 2017 and 2016, respectively. Employer matching contributions vested over a two-year period prior to January 1, 2016 and vest immediately beginning January 1, 2016. |
Restructuring |
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Restructuring and Related Activities [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Restructuring | Restructuring 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 (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 $6.0 million and be completed when the Richardson, TX lease expires in June 2020. During the year ended December 31, 2017, the Company commenced certain restructuring initiatives intended to continue to improve its strategic focus on its more profitable business lines and consolidate operations of its subsidiaries with those of the Company, including reductions-in-force, further reorganization of executive level management and the consolidation of certain of its facilities (the “2017 Initiatives”). The 2017 Initiatives are expected to cost a total of approximately $4.3 million and be completed in May 2018. The following table sets forth activity in the restructuring liability for the year ended December 31, 2017 (in thousands):
The balance of the restructuring liability at December 31, 2017 consists of approximately $1.0 million included in accrued expenses and other current liabilities in the consolidated balance sheet and approximately $0.5 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. During the year ended December 31, 2017, the Company sold certain inventory that had been written down related to the abandonment of certain Enfora product lines that management decided to exit, net of the value of additional inventory related to the abandonment of certain Enfora product lines that management decided to exit, resulting in a net recovery of approximately $0.3 million. The Company accounted for the adjustments in accordance with the ASC 330, Inventory, and included the adjustments in impairment of abandoned product line within cost of net revenues in the consolidated statements of operations. |
Quarterly Financial Information (Unaudited) |
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Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2017 and 2016:
In the second quarter of 2016 the Company sold its Modules Business, see Note 2, Acquisitions and Divestitures, for additional information. |
Schedule II - Valuation and Qualifying Accounts |
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Valuation and Qualifying Accounts [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule II - Valuation and Qualifying Accounts | INSEEGO CORP. SCHEDULE II—Valuation and Qualifying Accounts (in thousands)
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Nature of Business and Significant Accounting Policies (Policies) |
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Accounting Policies [Abstract] | |||||||||||||
Basis of Presentation | Basis of Presentation The Company had a net loss of $45.7 million during the year ended December 31, 2017. As of December 31, 2017, the Company had available cash and cash equivalents totaling $21.2 million and working capital of $6.5 million. The Company has a history of operating and net losses and overall usage of cash from operating and investing activities. In June 2017, the Company terminated the proposed sale of its MiFi Business (as defined below) due to delays and uncertainty in securing approval of the sale from the Committee on Foreign Investment in the United States (“CFIUS”) (see Note 2, Acquisitions and Divestitures). During the year ended December 31, 2017, the Company commenced certain restructuring initiatives aimed at significantly reducing the Company’s cost of revenues and operating expenses in an effort to increase operating cash flows to eventually be sufficient to offset debt service costs and cash flows from investing activities. The Company’s management believes that its cash and cash equivalents, together with anticipated cash flows from operations, will be sufficient to meet its working capital needs for the next twelve months following the filing date of this report. The Company’s ability to transition to more profitable operations is dependent upon achieving a level of revenue adequate to support its evolving cost structure. If events or circumstances occur such that the Company does not meet its operating plan as expected, or if the Company becomes obligated to pay unforeseen expenditures as a result of ongoing litigation, the Company may be required to 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. |
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Principles of Consolidation | 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. |
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Use of Estimates | 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. |
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Segment Information | 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, 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. |
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Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include highly liquid investments with original maturities of three months or less. 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. |
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Allowance for Doubtful Accounts Receivable | 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. |
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Inventories and Provision for Excess and Obsolete Inventory | Inventories and Provision for Excess and Obsolete Inventory Inventories are stated at the lower of cost (first-in, first-out method) or net realizable value. 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. |
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Property, Plant and Equipment | 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 hardware installed in customers’ vehicles where such 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. |
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Software Development Costs and Internal Use Software | 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, Goodwill and Other Intangible Assets). 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. |
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Intangible Assets | 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 (which has been renamed Inseego North America, LLC) (“FW” or “INA”) 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 a straight-line basis over the estimated useful lives of the assets (see Note 4, Goodwill and Other Intangible Assets). 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, excluding goodwill, 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. The Company tests goodwill for impairment by comparing the fair value of each reporting unit with its carrying amount and an impairment charge is recorded for the amount, if any, by which the carrying value exceeds the reporting unit’s fair value. |
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Long-Lived Assets | 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. |
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Acquisitions | 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. |
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Divestitures | Divestitures Gains or losses from divested operations and assets that do not qualify for treatment as discontinued operations under Accounting Standards Codification (“ASC”) 205-20, Presentation of Financial Statements—Discontinued Operations, are recorded as other income (expense), net, in the consolidated statements of operations. |
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Restructuring | 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. |
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Convertible Debt | 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. |
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Revenue Recognition | Revenue Recognition During the year ended December 31, 2017, 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 machine-to-machine 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 (“ASC 840”), 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:
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. |
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Provision for Warranty Costs | 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. |
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Foreign Currency Transactions and Translation | 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. |
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Income Taxes | 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. |
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Share-Based Compensation | 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 stock option and 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 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 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 on 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. |
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Net Loss Per Share Attributable to Common Shareholders | 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 earnings per share (“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. |
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Fair Value of Financial Instruments | 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 long-term debt. 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. |
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Comprehensive Loss | Comprehensive Loss Comprehensive loss consists of net earnings and foreign currency translation adjustments. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“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 May 2017, the FASB issued Accounting Standards Update (“ASU”) 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The Company implemented this guidance during the fourth quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. In January 2017, the FASB issued 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, by which the carrying value exceeds the reporting unit’s fair value. The Company implemented this guidance during the fourth quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. 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. The Company implemented this guidance during the fourth quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. 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 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. The Company implemented this guidance during the first quarter of 2017. This guidance did not have a material impact on the Company’s consolidated financial statements upon adoption. 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 May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which provides guidance for revenue recognition. The new guidance 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 guidance 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. 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 has established an implementation team, including the utilization of a revenue consultant, to assist with the assessment of the impact of the new guidance on its operations, consolidated financial statements and related disclosures. The Company has substantially completed its assessment of the impact of the new guidance and expects the revenue recognition of its various revenue streams to remain largely unchanged and therefore does not expect a material impact on its revenues upon adoption. The Company has also made a preliminary assessment that the expense related to sales commissions will not be materially different under the new guidance. Based on the Company’s analysis of the new guidance, it has determined that the accounting for leased monitoring devices is outside the scope of the new guidance; therefore, upon adoption of the new revenue recognition guidance the Company will continue to recognize revenues pursuant to two different accounting standards. Revenues related to the Company’s leased monitoring devices will continue to be recognized under ASC 840. The Company adopted the new guidance in the first quarter of 2018, subsequent to the balance sheet date, using the modified retrospective method and does not expect this guidance to have a material impact on its consolidated financial statements upon adoption. |
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Fair Value Measurement | 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:
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. |
Acquisitions and Divestitures (Tables) |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Business Acquisitions, by Acquisition | Set forth below is supplemental purchase consideration information related to the FW acquisition (in thousands):
The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands):
The fair value has been allocated based on the estimated fair values of assets acquired and liabilities assumed as follows (in thousands):
Set forth below is supplemental purchase consideration information related to the Ctrack acquisition (in thousands):
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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):
The following table sets forth the components of intangible assets acquired in connection with the FW acquisition (dollars in thousands):
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Financial Statement Details (Tables) |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Inventories | Inventories consist of the following (in thousands):
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Summary of Property, Plant and Equipment and Rental Assets | Rental assets consist of the following (in thousands):
Property, plant and equipment consists of the following (in thousands):
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Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands):
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Goodwill and Other Intangible Assets (Tables) |
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Goodwill | A summary of the activity in goodwill is presented below (in thousands):
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Schedule of Intangible Assets | The Company’s intangible assets are comprised of the following (in thousands):
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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):
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Fair Value Measurement of Assets and Liabilities (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Financial Instruments, Fair Value on a Recurring Basis | 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):
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Debt (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Long-term Debt Instruments | The Term Loan consisted of the following at December 31, 2017 (in thousands):
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Schedule of Debt | The following table sets forth total interest expense recognized related to the Term Loan during the year ended December 31, 2017 (in thousands):
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Schedule of Convertible Notes Components | The Convertible Notes consisted of the following (in thousands):
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Schedule of Convertible Notes Interest Expense | The following table sets forth total interest expense recognized related to the Convertible Notes during the years ended December 31, 2017 and 2016 (in thousands):
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Schedule of Maturities of Long-term Debt | At December 31, 2017, the minimum calendar year principal payments and maturities of long-term debt were as follows, assuming no repurchases or conversions of the Novatel Wireless Notes prior to June 15, 2020, the maturity date, or the Inseego Notes prior to June 15, 2022, the maturity date (in thousands):
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Loss before Income Taxes | Loss before income taxes for the years ended December 31, 2017, 2016 and 2015 is comprised of the following (in thousands):
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Summary of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2017, 2016 and 2015 is comprised of the following (in thousands):
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Summary of Net Deferred Tax Assets | The Company’s net deferred tax liabilities consist of the following (in thousands):
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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 2017, 2016 and 2015 to loss before income taxes as follows (in thousands):
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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):
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Stockholders' Equity (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 2017 and 2016 as follows:
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Share-based Compensation (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Share-Based Compensation Expense | For the years ended December 31, 2017, 2016 and 2015, the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands):
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Share-based Compensation Stock Option Fair Value Assumptions | 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:
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:
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Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity under all plans for the years ended December 31, 2017 and 2016 (dollars in thousands, except per share data):
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Summary of Restricted Stock Unit Activity | A summary of restricted stock unit activity under all plans for the year ended December 31, 2017 is presented below:
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Earnings Per Share (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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):
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Securities Purchase Agreement (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | ||||||||||||||||||||||||||||||||||||
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):
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Commitments and Contingencies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||
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, 2017 (in thousands):
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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, 2017 (in thousands):
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Geographic Information and Concentrations of Risk (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Reporting [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Geographic Concentration of Assets | The following table details the geographic concentration of the Company’s assets (in thousands):
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Schedule of Geographic Concentration of Net Revenues | The following table details the geographic concentration of the Company’s net revenues based on shipping destination:
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Restructuring (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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, 2017 (in thousands):
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Quarterly Financial Information (Unaudited) (Tables) |
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Dec. 31, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Unaudited Quarterly Results of Operations | The following is a summary of unaudited quarterly results of operations for the years ended December 31, 2017 and 2016:
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Acquisitions and Divestitures - Consideration (Details) - USD ($) $ in Thousands |
3 Months Ended | |||
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Oct. 05, 2015 |
Mar. 27, 2015 |
Dec. 31, 2015 |
Mar. 31, 2015 |
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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 and Divestitures - Allocation of Purchase Price (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
Oct. 05, 2015 |
Mar. 27, 2015 |
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Business Acquisition [Line Items] | |||||
Goodwill | $ 37,681 | $ 34,428 | $ 29,520 | ||
DigiCore/Ctrack | |||||
Business Acquisition [Line Items] | |||||
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 | ||||
FW | |||||
Business Acquisition [Line Items] | |||||
Cash | $ 205 | ||||
Accounts receivable | 3,331 | ||||
Inventory | 10,008 | ||||
Property, plant and equipment | 535 | ||||
Intangible assets | 18,880 | ||||
Goodwill | 3,949 | ||||
Other assets | 544 | ||||
Accounts payable | (7,494) | ||||
Accrued and other liabilities | $ (200) | (1,916) | |||
Deferred revenues | (270) | ||||
Note payable | (2,575) | ||||
Capital lease obligations | (420) | ||||
Net assets acquired | $ 24,777 |
Financial Statement Details - Short-term Investments (Details) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Recognized gain | $ 0.2 | $ 0.1 |
Financial Statement Details - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Vehicles and equipment under capital leases, net | $ 1.6 | $ 1.8 | |
Vehicles and equipment under capital leases, accumulated depreciation | (1.5) | (1.1) | |
Depreciation and amortization expense | $ 8.0 | $ 7.8 | $ 5.0 |
Financial Statement Details - Summary of Inventories (Detail) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 14,331 | $ 19,277 |
Raw materials and components | 6,072 | 11,865 |
Total inventory | $ 20,403 | $ 31,142 |
Financial Statement Details - Rental Assets (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 35,129 | $ 33,424 |
Less—accumulated depreciation | (28,138) | (25,032) |
Property, plant and equipment, net | 6,991 | 8,392 |
Rental Assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,602 | 11,115 |
Less—accumulated depreciation | (9,039) | (4,112) |
Property, plant and equipment, net | $ 7,563 | $ 7,003 |
Financial Statement Details - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Royalties | $ 1,558 | $ 1,544 |
Payroll and related expenses | 2,870 | 5,315 |
Warranty obligations | 400 | 480 |
Market development funds and price protection | 34 | 320 |
Professional fees | 1,789 | 4,793 |
Bank overdrafts | 117 | 489 |
Accrued interest | 239 | 275 |
Deferred revenue | 1,823 | 1,656 |
Restructuring | 964 | 837 |
Acquisition-related liabilities | 13,186 | 7,912 |
Divestiture-related liabilities | 0 | 463 |
Other | 4,578 | 3,813 |
Accrued expenses and other current liabilities, total | $ 27,558 | $ 27,897 |
Goodwill and Other Intangible Assets - Goodwill Reconciliation (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 34,428 | $ 29,520 |
Ctrack adjustment | 1,236 | |
FW adjustment | 195 | |
Effect of change in foreign currency exchange rates | 3,253 | 3,477 |
Balance at end of period | $ 37,681 | $ 34,428 |
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 6,300,000 | $ 6,200,000 | $ 3,300,000 |
Impairment of Intangible Assets (Excluding Goodwill) | 400,000 | 2,700,000 | |
Capitalized software development costs | |||
Finite-Lived Intangible Assets [Line Items] | |||
Amortization expense | $ 900,000 | $ 300,000 | $ 25,000 |
Goodwill and Other Intangible Assets - Schedule of Amortization Expense of FInite-Lived Intangible Assets Expected to be Recognized (Detail) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 | $ 7,281 | |
2018 | 7,274 | |
2019 | 7,044 | |
2020 | 5,759 | |
2021 | 3,301 | |
Thereafter | 7,220 | |
Net Carrying Value | $ 37,879 | $ 39,747 |
Fair Value Measurement of Assets and Liabilities - Additional Information (Detail) - USD ($) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Fair Value Disclosures [Abstract] | |||
Financial instruments measured at fair value | $ 0 | ||
Foreign currency exchange forward contracts outstanding | 0 | $ 0 | |
Net foreign currency transaction gains (losses) | $ 200,000 | $ 3,600,000 | $ 1,100,000 |
Fair Value Measurement of Assets and Liabilities - Summary of Company's Financial Instruments, Fair Value on a Recurring Basis (Detail) - Fair Value, Measurements, Recurring $ in Thousands |
Dec. 31, 2016
USD ($)
|
---|---|
Cash equivalents | |
Total cash equivalents | $ 35 |
Money market funds | |
Cash equivalents | |
Total cash equivalents | 35 |
Level 1 | |
Cash equivalents | |
Total cash equivalents | 35 |
Level 1 | Money market funds | |
Cash equivalents | |
Total cash equivalents | $ 35 |
Fair Value Measurement of Assets and Liabilities - Other Financial Instruments (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Convertible Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal | $ 105,125 | $ 120,000 |
Level 3 | Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt, fair value | $ 84,800 | $ 90,900 |
Debt - Components (Details) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Debt Instrument [Line Items] | ||
Net carrying amount | $ 153,463 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal | 105,125 | $ 120,000 |
Less: unamortized debt discount and debt issuance costs | (20,352) | (29,092) |
Net carrying amount | 84,773 | 90,908 |
Equity component | 41,905 | $ 38,305 |
Term Loan [Member] | Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Principal | 48,000 | |
Less: unamortized debt discount and debt issuance costs | (3,945) | |
Net carrying amount | $ 44,055 |
Debt - Interest Expense (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 6,310 | $ 6,600 |
Amortization of debt discount | 8,542 | 7,920 |
Amortization of debt issuance costs | 502 | 527 |
Total interest expense | 15,354 | $ 15,047 |
Term Loan [Member] | Secured Debt [Member] | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 1,511 | |
Amortization of debt discount | 472 | |
Amortization of debt issuance costs | 57 | |
Total interest expense | $ 2,040 |
Debt - Minimum payments (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Debt Disclosure [Abstract] | |
2018 | $ 338 |
2019 | 0 |
2020 | 48,250 |
2021 | 0 |
2022 | 104,875 |
Total | $ 153,463 |
Income Taxes - Summary of Loss before Income Taxes (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Income Tax Disclosure [Abstract] | |||
Domestic | $ (40,034) | $ (51,265) | $ (48,965) |
Foreign | (5,592) | (8,922) | (3,148) |
Loss before income taxes | $ (45,626) | $ (60,187) | $ (52,113) |
Income Taxes - Summary of Provision for Income Taxes (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Current: | |||
Federal | $ (760) | $ 0 | $ 0 |
State | 104 | 0 | (6) |
Foreign | 551 | 185 | 81 |
Total current | (105) | 185 | 75 |
Deferred: | |||
Federal | (117) | 156 | 0 |
State | 0 | 0 | 0 |
Foreign | 436 | 40 | 106 |
Total deferred | 319 | 196 | 106 |
Provision for income taxes | $ 214 | $ 381 | $ 181 |
Income Taxes - Summary of Net Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Deferred tax assets: | ||
Accrued expenses | $ 1,921 | $ 2,881 |
Provision for excess and obsolete inventory | 2,577 | 4,913 |
Depreciation and amortization | 4,610 | 9,655 |
Net operating loss and tax credit carryforwards | 86,966 | 105,143 |
Share-based compensation | 1,034 | 2,203 |
Unrecognized tax benefits | 1,108 | 1,510 |
Deferred tax assets | 98,216 | 126,305 |
Deferred tax liabilities: | ||
Convertible Notes | (4,353) | (9,535) |
Purchased intangible assets | (6,280) | (6,790) |
Deferred tax liabilities | (10,633) | (16,325) |
Valuation allowance | (92,844) | (114,419) |
Net deferred tax liabilities | $ (5,261) | $ (4,439) |
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, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Income Tax Disclosure [Abstract] | |||
Federal tax benefit, at statutory rate | $ (15,513) | $ (20,463) | $ (17,718) |
State benefit, net of federal benefit | (211) | (293) | (280) |
Foreign tax rate difference | 336 | 681 | 222 |
Change in tax rate of net deferred tax assets | (38,772) | 0 | 0 |
Valuation allowances offsetting tax rate change | 38,772 | 0 | 0 |
Valuation allowance against future tax benefits | 16,364 | 19,341 | 15,389 |
Research and development credits | (244) | (1,010) | (796) |
Share-based compensation | 876 | 418 | 752 |
Change in state apportionment | 0 | 0 | 2,561 |
Effect of Tax Act | (971) | 0 | 0 |
Other | (423) | 1,707 | 51 |
Provision for income taxes | $ 214 | $ 381 | $ 181 |
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 36,291 | $ 35,803 | $ 35,643 |
Increases related to current and prior year tax positions | 291 | 488 | 160 |
Ending Balance | $ 36,582 | $ 36,291 | $ 35,803 |
Stockholders' Equity - Additional Information (Detail) - $ / shares |
Jan. 22, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|---|
Class of Warrant or Right [Line Items] | |||
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 | |
Subsequent Event | |||
Class of Warrant or Right [Line Items] | |||
Preferred stock, par value | $ 0.001 | ||
Number of rights issued per common stock (in shares) | 1 | ||
Exercise price per share | $ 10.00 | ||
Number of preferred shares issued from exercise of right (in shares) | 0.001 |
Share-based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units - $ / shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
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 | 2,975,800 | ||
Granted | 1,480,301 | ||
Vested | (1,193,721) | ||
Forfeited | (2,206,403) | ||
Non-vested — end of period | 1,055,977 | 2,975,800 | |
Weighted-Average Grant-Date Fair Value | |||
Non-vested — beginning of period | $ 1.87 | ||
Granted | 1.83 | $ 1.62 | $ 4.55 |
Vested | 1.92 | ||
Forfeited | 1.72 | ||
Non-vested — end of period | $ 2.06 | $ 1.87 |
Earnings Per Share - Narrative (Detail) - shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Earnings Per Share [Abstract] | |||
Anti-dilutive shares | 9,509,090 | 11,218,633 | 8,931,669 |
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, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Earnings Per Share [Abstract] | |||||||||||
Net loss attributable to Inseego Corp. | $ (3,822) | $ (13,789) | $ (12,024) | $ (16,100) | $ (27,401) | $ (18,567) | $ (2,701) | $ (11,904) | $ (45,735) | $ (60,573) | $ (52,286) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 58,718,483 | 53,911,270 | 52,767,230 | ||||||||
Net loss per share, basic and diluted (in dollars per share) | $ (0.06) | $ (0.23) | $ (0.21) | $ (0.28) | $ (0.50) | $ (0.34) | $ (0.05) | $ (0.22) | $ (0.78) | $ (1.12) | $ (0.99) |
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 |
|
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | ||||
Change in fair value of warrant liability | $ 3,300 | |||
Reclassification to additional paid-in-capital | $ (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 | ||
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 ($)
installment
|
Dec. 31, 2017
USD ($)
shares
|
Mar. 31, 2015
USD ($)
|
Dec. 31, 2017
USD ($)
|
Dec. 31, 2016
USD ($)
|
Dec. 31, 2015
USD ($)
|
|
Loss Contingencies [Line Items] | ||||||
Rental expense under operating leases | $ 2.7 | $ 4.1 | $ 3.3 | |||
Minimum period financial metrics must be met | 6 months | |||||
Accrued bonus liability | $ 5.5 | |||||
Total bonus expense | $ 10.7 | $ 5.2 | ||||
Settlement | $ 2.8 | |||||
Accrued settlement | $ 0.9 | $ 0.9 | ||||
Number of equal quarterly installments | installment | 8 | |||||
Common Stock | ||||||
Loss Contingencies [Line Items] | ||||||
Net shares issued related to bonus | shares | 2,158,436 |
Commitments and Contingencies - Capital lease payments (Details) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2017 | $ 782 |
2018 | 491 |
2019 | 139 |
Total minimum capital lease payments | 1,412 |
Less: amounts representing interest | (135) |
Present value of net minimum capital lease payments | 1,277 |
Less: current portion | (679) |
Long-term portion | $ 598 |
Commitments and Contingencies - Summary of Minimum Future Lease Payments under Non-Cancelable Operating Leases (Detail) $ in Thousands |
Dec. 31, 2017
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
2018 | $ 2,874 |
2019 | 2,204 |
2020 | 964 |
2021 | 365 |
2022 | 236 |
Thereafter | 20 |
Total | $ 6,663 |
Geographic Information and Concentrations of Risk - Schedule of Geographic Concentration of Assets (Detail) - USD ($) $ in Thousands |
Dec. 31, 2017 |
Dec. 31, 2016 |
---|---|---|
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | $ 158,207 | $ 158,716 |
United States and Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | 65,208 | 71,564 |
South Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | 68,186 | 63,693 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | $ 24,813 | $ 23,459 |
Geographic Information and Concentrations of Risk - Schedule of Geographic Concentration of Net Revenues (Detail) - Net Revenues - Geographic Concentration |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
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 | 71.40% | 72.90% | 89.10% |
South Africa | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration percentage | 17.90% | 16.60% | 4.60% |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Concentration percentage | 10.70% | 10.50% | 6.30% |
Geographic Information and Concentrations of Risk - Additional Information (Detail) - Customer Concentration - Customer One |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Net Revenues | |||
Segment Reporting Information [Line Items] | |||
Concentration percentage | 51.20% | 53.90% | 53.60% |
Accounts Receivable | |||
Segment Reporting Information [Line Items] | |||
Concentration percentage | 23.90% | 42.80% |
Retirement Savings Plan - Additional Information (Detail) - USD ($) $ in Millions |
12 Months Ended | |
---|---|---|
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Retirement Benefits [Abstract] | ||
Percentage of employees contribution matched by employer | 50.00% | |
Percentage of employees gross pay eligible for employer match | 6.00% | |
Employer matching contributions | $ 0.5 | $ 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, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring liability, current | $ 837 | $ 964 | $ 837 | |
Restructuring liability, long-term | 500 | |||
Impairment of abandoned product line, net of recoveries | $ 11,500 | (269) | $ 11,540 | $ 0 |
2015 Initiatives | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected costs | 6,000 | |||
2017 Initiatives | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Expected costs | $ 4,300 |
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, 2017 |
Sep. 30, 2017 |
Jun. 30, 2017 |
Mar. 31, 2017 |
Dec. 31, 2016 |
Sep. 30, 2016 |
Jun. 30, 2016 |
Mar. 31, 2016 |
Dec. 31, 2017 |
Dec. 31, 2016 |
Dec. 31, 2015 |
|
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net revenues | $ 46,534 | $ 57,461 | $ 59,913 | $ 55,389 | $ 52,919 | $ 60,881 | $ 62,811 | $ 66,944 | $ 219,297 | $ 243,555 | $ 220,942 |
Gross profit | 17,548 | 16,372 | 17,229 | 16,186 | 8,983 | 22,924 | 23,238 | 21,183 | 67,335 | 76,328 | 58,953 |
Net loss attributable to Inseego Corp. | $ (3,822) | $ (13,789) | $ (12,024) | $ (16,100) | $ (27,401) | $ (18,567) | $ (2,701) | $ (11,904) | $ (45,735) | $ (60,573) | $ (52,286) |
Net loss per share, basic and diluted (in dollars per share) | $ (0.06) | $ (0.23) | $ (0.21) | $ (0.28) | $ (0.50) | $ (0.34) | $ (0.05) | $ (0.22) | $ (0.78) | $ (1.12) | $ (0.99) |
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