Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 28, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
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 Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 74,284,287 | ||
Entity Public Float | $ 96.5 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 31,015 | $ 21,198 |
Restricted cash | 61 | 61 |
Accounts receivable, net of allowance for doubtful accounts of $1,841 and $2,683, respectively | 20,633 | 15,674 |
Inventories, net | 26,431 | 20,403 |
Prepaid expenses and other | 6,212 | 9,101 |
Total current assets | 84,352 | 66,437 |
Property, plant and equipment, net | 6,698 | 6,991 |
Rental assets, net | 5,769 | 7,563 |
Intangible assets, net | 31,985 | 38,671 |
Goodwill | 32,942 | 37,681 |
Other assets | 510 | 864 |
Total assets | 162,256 | 158,207 |
Current liabilities: | ||
Accounts payable | 39,245 | 29,332 |
Accrued expenses and other current liabilities | 13,024 | 27,558 |
DigiCore bank facilities | 1,412 | 3,075 |
Total current liabilities | 53,681 | 59,965 |
Long-term liabilities: | ||
Convertible senior notes, net | 93,054 | 84,773 |
Term loan, net | 45,046 | 44,055 |
Deferred tax liabilities, net | 4,457 | 5,261 |
Other long-term liabilities | 2,543 | 9,768 |
Total liabilities | 198,781 | 203,822 |
Commitments and Contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, par value $0.001; 2,000,000 shares authorized and none outstanding | 0 | 0 |
Common stock, par value $0.001; 150,000,000 shares authorized, 73,979,882 and 58,644,559 shares issued and outstanding, respectively | 74 | 59 |
Additional paid-in capital | 546,230 | 519,531 |
Accumulated other comprehensive (loss) income | (4,877) | 4,604 |
Accumulated deficit | (577,817) | (569,759) |
Total stockholders’ deficit attributable to Inseego Corp. | (36,390) | (45,565) |
Noncontrolling interests | (135) | (50) |
Total stockholders’ deficit | (36,525) | (45,615) |
Total liabilities and stockholders’ deficit | $ 162,256 | $ 158,207 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 1,841 | $ 2,683 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 73,979,882 | 58,644,559 |
Common stock, shares outstanding | 73,979,882 | 58,644,559 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
IoT & Mobile Solutions | $ 135,349 | $ 152,851 |
Enterprise SaaS Solutions | 67,114 | 66,446 |
Total net revenues | 202,463 | 219,297 |
IoT & Mobile Solutions | 105,344 | 127,293 |
Enterprise SaaS Solutions | 26,167 | 24,938 |
Impairment of abandoned product line, net of recoveries | 355 | (269) |
Total cost of net revenues | 131,866 | 151,962 |
Gross profit | 70,597 | 67,335 |
Operating costs and expenses: | ||
Research and development | 20,593 | 21,362 |
Sales and marketing | 23,027 | 25,019 |
General and administrative | 25,325 | 34,415 |
Amortization of purchased intangible assets | 3,624 | 3,601 |
Extinguishment of acquisition-related liabilities | 17,174 | 0 |
Restructuring charges, net of recoveries | 1,191 | 5,152 |
Total operating costs and expenses | 56,586 | 89,549 |
Operating income (loss) | 14,011 | (22,214) |
Other expense: | ||
Interest expense, net | (20,444) | (19,332) |
Other expense, net | (895) | (4,080) |
Loss before income taxes | (7,328) | (45,626) |
Income tax provision | 815 | 214 |
Net loss | (8,143) | (45,840) |
Less: Net loss attributable to noncontrolling interests | 85 | 105 |
Net loss attributable to Inseego Corp. | $ (8,058) | $ (45,735) |
Net loss per share: | ||
Net loss per share, basic and diluted (in dollars per share) | $ (0.12) | $ (0.78) |
Weighted-average common shares outstanding: | ||
Weighted-average common shares outstanding, basic and diluted (in shares) | 66,104,376 | 58,718,483 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (8,143) | $ (45,840) |
Foreign currency translation adjustment | (9,481) | 6,013 |
Total comprehensive loss | $ (17,624) | $ (39,827) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests |
Beginning Balance at Dec. 31, 2016 | $ (17,727) | $ 54 | $ 507,616 | $ (524,024) | $ (1,409) | $ 36 |
Beginning Balance, shares (in shares) at Dec. 31, 2016 | 54,372 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (45,840) | (45,735) | (105) | |||
Foreign currency translation adjustment | 6,013 | 6,013 | ||||
Noncontrolling interest acquired | 19 | 19 | ||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 390 | $ 2 | 388 | |||
Exercise of stock options, vesting of restricted stock units and stock issued under ESPP (in shares) | 1,231 | |||||
Taxes withheld on net settled vesting of restricted stock units | (896) | (896) | ||||
Issuance of common stock | 5,078 | $ 3 | 5,075 | |||
Issuance of common stock (in shares) | 3,042 | |||||
Share-based compensation | 3,748 | 3,748 | ||||
Share-based compensation (in shares) | 0 | |||||
Additional discount on exchange of convertible senior notes | 3,600 | 3,600 | ||||
Ending Balance at Dec. 31, 2017 | (45,615) | $ 59 | 519,531 | (569,759) | 4,604 | (50) |
Ending Balance, shares (in shares) at Dec. 31, 2017 | 58,645 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (8,143) | (8,058) | (85) | |||
Foreign currency translation adjustment | (9,481) | (9,481) | ||||
Exercise of stock options, vesting of restricted stock units and stock issued under employee stock purchase plan | 2,408 | $ 3 | 2,405 | |||
Exercise of stock options, vesting of restricted stock units and stock issued under ESPP (in shares) | 2,645 | |||||
Taxes withheld on net settled vesting of restricted stock units | (656) | (656) | ||||
Issuance of common stock | 20,086 | $ 12 | 20,074 | |||
Issuance of common stock (in shares) | 12,690 | |||||
Share-based compensation | 4,876 | 4,876 | ||||
Share-based compensation (in shares) | 0 | |||||
Ending Balance at Dec. 31, 2018 | $ (36,525) | $ 74 | $ 546,230 | $ (577,817) | $ (4,877) | $ (135) |
Ending Balance, shares (in shares) at Dec. 31, 2018 | 73,980 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (8,143) | $ (45,840) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 13,733 | 14,274 |
Provision for bad debts, net of recoveries | 555 | 1,618 |
Provision for excess and obsolete inventory, net of recoveries | 1,040 | 1,674 |
Share-based compensation expense | 4,876 | 3,748 |
Amortization of debt discount and debt issuance costs | 9,772 | 10,283 |
Loss on extinguishment of debt, net | 0 | 2,035 |
Deferred income taxes | 14 | 319 |
Non-cash gain on extinguishment of acquisition-related liabilities | (17,174) | 0 |
Unrealized foreign currency transaction loss (gain), net | 402 | (316) |
Other | 1,620 | 1,684 |
Changes in assets and liabilities: | ||
Accounts receivable | (6,883) | 5,638 |
Inventories | (11,437) | 3,020 |
Prepaid expenses and other assets | 3,251 | (3,239) |
Accounts payable | 9,646 | (730) |
Accrued expenses, income taxes, and other | (3,037) | (8,744) |
Net cash used in operating activities | (1,765) | (14,576) |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (1,338) | (1,789) |
Proceeds from the sale of property, plant and equipment | 144 | 253 |
Purchases of intangible assets and additions to capitalized software development costs | (3,040) | (2,839) |
Net cash used in investing activities | (4,234) | (4,375) |
Cash flows from financing activities: | ||
Gross proceeds received from private placement | 19,661 | 0 |
Payment of issuance costs related to private placement | (500) | 0 |
Proceeds from term loans | 0 | 64,917 |
Payment of issuance costs related to term loans | 0 | (905) |
Principal repayments of short-term debt | (500) | (20,000) |
Repurchase of convertible senior notes | 0 | 11,900 |
Net repayment of DigiCore bank and overdraft facilities | (1,453) | (76) |
Principal payments under capital lease obligations | (977) | (876) |
Principal payments on mortgage bond | (316) | (288) |
Proceeds from stock option exercises and employee stock purchase plan, net of taxes paid on vested restricted stock units | 1,752 | (506) |
Net cash provided by financing activities | 17,667 | 30,366 |
Effect of exchange rates on cash, cash equivalents and restricted cash | (1,851) | (50) |
Net increase in cash, cash equivalents and restricted cash | 9,817 | 11,365 |
Cash, cash equivalents and restricted cash, beginning of period | 21,259 | 9,894 |
Cash, cash equivalents and restricted cash, end of period | 31,076 | 21,259 |
Cash paid during the year for: | ||
Interest | 10,642 | 9,074 |
Income taxes | 672 | 440 |
Supplemental disclosures of non-cash activities: | ||
Transfer of inventories to rental assets | 3,973 | 5,943 |
Purchases of property, plant and equipment under capital lease | 1,563 | 290 |
Capital expenditures financed through accounts payable | 1,680 | 0 |
Issuance of common stock under settlement agreement | 925 | 0 |
Issuance of common stock under amended earn-out agreement | 0 | 2,638 |
Additional debt discount on exchange of convertible senior notes | 0 | 3,600 |
Term loan debt discount issued in common stock | $ 0 | $ 2,340 |
Nature of Business and Signific
Nature of Business and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 mobile (advanced 4G and 5G New Radio (“5G NR”)), Internet of Things (“IoT”) and cloud solutions for large enterprise verticals, service providers and small and medium-sized businesses around the globe. Inseego’s product portfolio consists of fixed and mobile device-to-cloud solutions that produce compelling, intelligent, reliable and secure end-to-end IoT services with deep business intelligence. Inseego’s products and solutions power mission critical applications with a “zero unscheduled downtime” mandate, such as 5G fixed wireless access gateway solutions, 4G and 5G mobile broadband, industrial IoT, SD WAN failover management, asset tracking and fleet management services. Inseego’s solutions are powered by its key innovations in mobile technologies, including a suite of products employing the 5G New Radio (“5G NR”) standards, and purpose-built SaaS cloud platforms. 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 Company’s principal executive office is located at 12600 Deerfield Parkway, Suite 100, Alpharetta, GA 30004 , its corporate offices are located at 9605 Scranton Road, Suite 300, San Diego CA 92121 and its 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 attributable to Inseego Corp. of $8.1 million during the year ended December 31, 2018 . As of December 31, 2018 , the Company had available cash and cash equivalents totaling $31.0 million and working capital of $30.7 million . The Company has a history of operating and net losses and overall usage of cash from operating and investing activities. During the year ended December 31, 2018 , the Company continued 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, tariffs, 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 thirteen 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 3 , 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 intangible assets 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”) and R.E.R. Enterprises, Inc. (“RER”) and its wholly owned subsidiary and principal operating asset, Feeney Wireless, LLC (which was renamed Inseego North America, LLC) (“INA”), 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 3 , Goodwill and Other Intangible Assets ). Indefinite-lived assets, including goodwill 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. For the year ended December 31, 2018 , the Company recorded no impairment loss related to indefinite-lived intangible 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. For the year ended December 31, 2018 , the Company recorded an impairment loss related to long-lived assets of approximately $0.7 million , which is included in general and administrative expenses in the consolidated statements of 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. 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. Restructuring The Company accounts for facility exit costs in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 The Company generates revenue from a broad range of product sales including intelligent wireless hardware products for the worldwide mobile communications and industrial IoT markets. The Company’s products principally include intelligent mobile hotspots, wireless routers for IoT applications, USB modems, integrated telematics and mobile tracking hardware devices, which are supported by applications software and cloud services designed to enable customers to easily analyze data insights and configure and manage their hardware. The Company classifies its revenues from the sale of its products and services into two distinct groupings, specifically IoT & Mobile Solutions and Enterprise SaaS Solutions. Both IoT & Mobile Solutions and Enterprise SaaS Solutions revenues include any hardware and software required for the respective solution. Net revenues by product grouping for the years ended December 31, 2018 and 2017 were as follows (in thousands): Year Ended 2018 2017 IoT & Mobile Solutions $ 135,349 $ 152,851 Enterprise SaaS Solutions 67,114 66,446 Total $ 202,463 $ 219,297 See geographic disaggregation information in Note 12 , Geographic Information and Concentrations of Risk . IoT & Mobile Solutions . The IoT & Mobile Solutions portfolio is comprised of end-to-end edge to cloud solutions including 4G LTE mobile broadband gateways, routers, modems, hotspots, VoLTE based wireless home phones and cloud management software. The solutions are offered under the MiFi brand for consumer and business markets, and under the Skyus brand for industrial IoT markets. Enterprise SaaS Solutions . The Enterprise SaaS Solutions consist of various subscription offerings to gain access to the Company’s Ctrack telematics platforms, which provide fleet vehicle, aviation ground vehicle and asset tracking and performance information, and other telematics applications, and the Company’s Device Management Solutions. Contracts with Customers The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (as amended, “ASC 606”), effective January 1, 2018, using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2018 . ASC 606 provides guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues for 2018 are reported under ASC 606, while prior period amounts are not adjusted and continue to be reported under ASC 605, Revenue Recognition . The Company routinely enters into a variety of agreements with customers, including quality agreements, pricing agreements and master supply agreements which outline the general commercial terms and conditions under which the Company does business with a specific customer, including shipping terms and pricing for the products and services that the Company offers. The Company also sells to some customers solely based on purchase orders. The Company has concluded, for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement. The Company determines revenue recognition through the following five steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, performance obligations are satisfied. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time it has an unconditional right to receive payment. The Company’s prices are fixed and have no history of being affected by contingent events that could impact the transaction price. The Company does not offer price concessions and does not accept payment that is less than the price stated when it accepts the purchase order. Revenue Recognition Revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that may include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations. Hardware. Hardware revenue from the sale of the Company’s IoT & Mobile Solutions devices is recognized when the Company transfers control to the customer, typically at the time when the product is delivered, shipped or installed at which time the title passes to the customer, and there are no further performance obligations with regards to the hardware device. SaaS and Other Services. SaaS subscription revenue is recognized over time on a ratable basis over the contract term beginning on the date that its service is made available to the customer. Subscription periods range from monthly to multi-year, with the majority of contracts being one to three years. Telematics includes a device which collects and transmits the information from the vehicle or other asset. The Company’s customers have an option to purchase the monitoring device or lease it over the term of the contract. If the customer purchases the hardware device, the Company recognizes the revenue when the Company transfers control of the hardware to the customer, as discussed above in the hardware revenue recognition disclosure. If the customer chooses to lease the monitoring device, the Company recognizes the revenue for the monitoring device over the term of the contract. The Company records such revenue in accordance with the ASC 840, Leases , as it has determined that they qualify as operating leases because ownership of the device does not transfer to the other party. Maintenance and support services revenue. Periodically, the Company sells separately-priced warranty contracts that extend beyond the Company’s base warranty period. The separately priced service contracts range from 12 months to 36 months. The Company typically receives payment at the inception of the contract and recognizes revenue as earned on a straight-line basis over the term of the contract. Professional services revenue. From time to time, the Company enters into special engineering design service agreements. Revenues from engineering design services are designed to meet specifications of a particular product, and therefore do not create an asset with an alternative use. The Company recognizes revenue based on the achievement of certain applicable milestones and the amount of payment the Company believes it is entitled to at the time. With respect to revenue related to third party product sales or other arrangements that involve the services of another party, for which the Company does not control the sale or service and acts as an agent to the transaction, the Company recognizes revenue on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. Multiple Performance Obligations The Company’s contracts with customers may include commitments to transfer multiple products and services to a customer. When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations. The Company considered the performance obligations in its customer master supply agreements and determined that, for the majority of its revenue, the Company generally satisfies performance obligations at a point in time upon delivery of the product to the customer. In instances where the software elements included within hardware for various products are considered to be functioning together with non-software elements to provide the tangible product’s essential functionality, these arrangements are accounted for as a single distinct performance obligation. Revenue from the Company’s SaaS subscription services represent a single promise to provide continuous access to its software solutions and their processing capabilities in the form of a service through one of the Company’s or hosted data centers. As each day of providing access to the software is substantially the same, and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its subscription services arrangements include a single performance obligation comprised of a series of distinct services. The Company’s SaaS subscriptions also include an unspecified volume of call center support and any remote system diagnostic and software upgrades as needed. These services are combined with the recurring monthly subscription service since they are highly interrelated and interdependent. Revenue from the Company’s subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the customer. Where such arrangements cannot be accounted for as a single distinct performance obligation, judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. When available, the Company uses observable inputs to determine SSP. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP based on a cost-plus model, as market and other observable inputs are seldom present based on the proprietary nature of the Company’s products. Contract Liabilities Timing of revenue recognition may differ from the timing of invoicing to customers. If customers are invoiced for subscription services in advance of the service period, deferred revenue liabilities, or contract liabilities, are recorded. Deferred revenue liabilities, or contract liabilities, are also recorded when the Company collects payments in advance of performing the services. Contract Assets The Company capitalizes sales commissions earned by its sales force when they are considered to be incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit. There were no significant amounts of assets recorded related to contract costs as of December 31, 2018 . Applying the practical expedient in paragraph 40-25-4 of ASC 340, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included in product revenues, and costs for shipping and handling of products are included as a component of cost of sales. Taxes Collected from Customers Taxes collected on the value of transaction revenue are excluded from product and services revenues and cost of sales and are accrued in current l |
Financial Statement Details
Financial Statement Details | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Financial Statement Details | Financial Statement Details Inventories Inventories consist of the following (in thousands): December 31, 2018 2017 Finished goods $ 14,797 $ 14,331 Raw materials and components 11,634 6,072 $ 26,431 $ 20,403 Property, Plant and Equipment Property, plant and equipment consists of the following (in thousands): December 31, 2018 2017 Land $ 247 $ 288 Buildings 2,247 2,614 Test equipment 14,444 23,396 Computer equipment and purchased software 4,889 5,548 Product tooling 504 449 Furniture and fixtures 677 564 Vehicles 1,990 2,003 Leasehold improvements 136 267 25,134 35,129 Less—accumulated depreciation and amortization (18,436 ) (28,138 ) $ 6,698 $ 6,991 At December 31, 2018 , the Company had vehicles and equipment under capital leases with an aggregate carrying value of $1.9 million , net of accumulated amortization of $2.0 million . At December 31, 2017 , the Company had vehicles and equipment under capital leases with an aggregate carrying value of $1.6 million , net of accumulated amortization of $1.5 million . Rental Assets Rental assets consist of the following (in thousands): December 31, 2018 2017 Rental assets $ 16,648 $ 16,602 Less—accumulated depreciation (10,879 ) (9,039 ) $ 5,769 $ 7,563 Depreciation and amortization expense related to property, plant and equipment, including equipment under capital leases, and rental assets was $7.0 million and $8.0 million for the years ended December 31, 2018 and 2017 , respectively. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2018 2017 Royalties $ 1,727 $ 1,558 Payroll and related expenses 2,415 2,870 Professional fees 514 1,789 Accrued interest 239 239 Deferred revenue 2,048 1,823 Acquisition-related liabilities 1,000 13,186 Other 5,081 6,093 $ 13,024 $ 27,558 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
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): Balance at December 31, 2016 $ 34,428 Effect of change in foreign currency exchange rates 3,253 Balance at December 31, 2017 37,681 Effect of change in foreign currency exchange rates (4,739 ) Balance at December 31, 2018 $ 32,942 The Company’s intangible assets are comprised of the following (in thousands): December 31, 2018 Weighted-Average Life Gross Carrying Value Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Developed technologies 6.0 $ 12,846 $ (7,034 ) $ 5,812 Trademarks and trade names 10.0 18,034 (6,103 ) 11,931 Customer relationships 8.4 12,368 (5,711 ) 6,657 Capitalized software development costs 5.0 7,221 (2,406 ) 4,815 Other 2.3 2,475 (847 ) 1,628 Total finite-lived intangible assets $ 52,944 $ (22,101 ) 30,843 Indefinite-lived intangible assets: In-process capitalized software development costs 1,142 Total intangible assets $ 31,985 December 31, 2017 Weighted-Average Life 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 Amortization expense for the years ended December 31, 2018 and 2017 was approximately $6.7 million and $6.3 million , respectively, including approximately $1.4 million and $0.9 million related to capitalized software development costs for the years ended December 31, 2018 and 2017 , 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. The Company recorded no impairment loss on intangible assets during the year ended December 31, 2018 . The following table represents details of the amortization of finite-lived intangible assets that is estimated to be expensed in the future (in thousands): 2019 $ 7,780 2020 7,060 2021 5,424 2022 3,572 2023 3,040 Thereafter 3,967 Total $ 30,843 |
Fair Value Measurement of Asset
Fair Value Measurement of Assets and Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
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: Level 1: Pricing inputs are based on quoted market prices for identical assets or liabilities in active markets (e.g., NYSE or NASDAQ). Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs include benchmark yields, trade data, reported trades and broker dealer quotes, two-sided markets and industry and economic events, yield to maturity, Municipal Securities Rule Making Board reported trades and vendor trading platform data. Level 2 includes those financial instruments that are valued using various pricing services and broker pricing information including Electronic Communication Networks and broker feeds. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources, including the Company’s own assumptions. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. There have been no transfers of assets or liabilities between fair value measurement classifications during the year ended December 31, 2018 . 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, 2018 (in thousands): Balance as of Level 1 Assets: Cash equivalents Money market funds $ 10,085 $ 10,085 Total cash equivalents $ 10,085 $ 10,085 The Company had no financial instruments measured at fair value on a recurring basis as of December 31, 2017 . As of December 31, 2018 and 2017 , the Company had no outstanding foreign currency exchange forward contracts. During the year ended December 31, 2018 , the Company recorded net foreign currency transaction losses of approximately $0.4 million , 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, 2017 , the Company recorded net foreign currency transaction gains of approximately $0.2 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 5 , Debt ). The Company carries its Convertible Notes at amortized cost. The debt and equity components of the Convertible Notes were initially measured using Level 3 inputs and are not measured on a recurring basis. It is not practicable to determine the fair value of the Convertible Notes due to the lack of information available to calculate the fair value of such notes. The carrying value of the liability component of the Convertible Notes was $93.1 million and $84.8 million as of December 31, 2018 and 2017 , respectively. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
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 $1.0 million at December 31, 2018 . The facility bears interest at the South Africa prime interest rate less 0.10% ( 10.15% at December 31, 2018 ) and is subject to renewal annually. At December 31, 2018 and 2017 , $1.0 million and $1.9 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 $0.6 million at December 31, 2018 . The facility bears interest at the South Africa prime interest rate plus 1.00% ( 11.25% at December 31, 2018 ), requires monthly interest and, in certain instances, minimum principal payments. The facility is subject to renewal annually. At December 31, 2018 and 2017 , $0.4 million and $1.1 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 INA, the Company amended the Revolver to include INA 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, 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, 2018 . 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. As required by the terms of the Credit Agreement, during the year ended December 31, 2018 , the Company repaid $0.5 million of principal on the Term Loan in connection with the Settlement Agreement, as defined below (see Note 11 , Commitments and Contingencies ). The Term Loan consisted of the following (in thousands): December 31, 2018 2017 Principal $ 47,500 $ 48,000 Less: unamortized debt discount and debt issuance costs (2,454 ) (3,945 ) Net carrying amount $ 45,046 $ 44,055 The effective interest rate on the Term Loan was 13.71% for the year ended December 31, 2018 . The following table sets forth total interest expense recognized related to the Term Loan during the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Contractual interest expense $ 4,684 $ 1,511 Amortization of debt discount 1,331 472 Amortization of debt issuance costs 160 57 Total interest expense $ 6,175 $ 2,040 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 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: (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. 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, 2018 . 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. The Convertible Notes consisted of the following (in thousands): December 31, 2018 2017 Liability component: Principal $ 105,125 $ 105,125 Less: unamortized debt discount and debt issuance costs (12,071 ) (20,352 ) Net carrying amount $ 93,054 $ 84,773 Equity component $ 41,905 $ 41,905 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 15.11% for the year ended December 31, 2018 . The following table sets forth total interest expense recognized related to the Convertible Notes during the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Contractual interest expense $ 5,782 $ 6,310 Amortization of debt discount 7,822 8,542 Amortization of debt issuance costs 459 502 Total interest expense $ 14,063 $ 15,354 At December 31, 2018 , 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): 2019 $ — 2020 47,750 2021 — 2022 104,875 2023 — Thereafter — Total $ 152,625 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company’s loss before income taxes for the years ended December 31, 2018 and 2017 is comprised of the following (in thousands): Year Ended December 31, 2018 2017 Domestic $ (7,335 ) $ (40,034 ) Foreign 7 (5,592 ) Loss before income taxes $ (7,328 ) $ (45,626 ) The provision for income taxes for the years ended December 31, 2018 and 2017 is comprised of the following (in thousands): Year Ended December 31, 2018 2017 Current: Federal $ — $ (760 ) State 35 104 Foreign 766 551 Total current 801 (105 ) Deferred: Federal 12 (117 ) State — — Foreign 2 436 Total deferred 14 319 Provision for income taxes $ 815 $ 214 The Company’s net deferred tax liabilities consist of the following (in thousands): December 31, 2018 2017 Deferred tax assets: Accrued expenses $ — $ 1,921 Provision for excess and obsolete inventory 2,710 2,577 Depreciation and amortization 1,426 4,610 Interest expense limitation 2,769 — Net operating loss and tax credit carryforwards 86,385 86,966 Share-based compensation 1,218 1,034 Unrecognized tax benefits 1,163 1,108 Deferred tax assets 95,671 98,216 Deferred tax liabilities: Convertible Notes — (4,353 ) Purchased intangible assets (4,485 ) (6,280 ) Accrued expenses (1,799 ) — Deferred tax liabilities (6,284 ) (10,633 ) Valuation allowance (93,844 ) (92,844 ) Net deferred tax liabilities $ (4,457 ) $ (5,261 ) 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. At December 31, 2018 and 2017 , the Company recognized valuation allowances of $2.9 million and $16.4 million , respectively, related to its deferred tax assets created in those respective years. As a result, no net income tax benefits resulted in the Company’s statements 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 provided guidance on accounting for the tax effects of the Tax Act. SAB 118 provided a measurement period, which ended in the fourth quarter of 2018. 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%. For certain deferred tax assets, the Company 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 in 2017. 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 . This amount was not further adjusted in 2018 when the SAB 118 calculation was finalized. 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. The Company determined that it will not owe a Transition Tax since it has deficit E&P for its foreign subsidiaries that are subject to the tax. This conclusion was confirmed in 2018 when the SAB 118 calculation was finalized. The provision for income taxes reconciles to the amount computed by applying the statutory federal income tax rate of 21% and 34% in 2018 and 2017 , respectively, to loss before income taxes as follows (in thousands): Year Ended December 31, 2018 2017 Federal tax benefit, at statutory rate $ (1,555 ) $ (15,513 ) State benefit, net of federal benefit 27 (211 ) Foreign tax rate difference 24 336 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 2,878 16,364 Research and development credits (471 ) (244 ) Share-based compensation 121 876 Effect of Tax Act — (971 ) Other (209 ) (423 ) Provision for income taxes $ 815 $ 214 At December 31, 2018 , the Company had U.S. federal net operating loss carryforwards related to tax years 2018 and prior of approximately $350.3 million , which begin to expire in 2021 , unless previously utilized, California net operating loss carryforwards of approximately $38.9 million , which begin to expire in 2028 , unless previously utilized, and foreign net operating losses for its foreign subsidiaries of approximately $53.1 million , which generally have no expiration date. At December 31, 2018 , the Company had California research and development tax credit carryforwards of approximately $10.9 million , which have no expiration date, and federal research and development tax credit carryforwards of approximately $9.4 million , which begin to expire in 2026 , 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 31, 2018. 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 (as subsequently amended, the “Rights Agreement”) 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, 2018 and 2017 . At December 31, 2018 and 2017 , the Company did not have interest expense related to uncertain tax positions or a liability for unrecognized tax benefits. The Company does not expect changes to its uncertain tax position in the next twelve months. A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2016 $ 36,291 Increases related to current and prior year tax positions 291 Balance at December 31, 2017 36,582 Increases related to current and prior year tax positions 324 Balance at December 31, 2018 $ 36,906 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, 2018 . 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 2015 and 2014, 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
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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, 150,000 of which have been designated Series D Preferred Stock. No preferred shares are currently issued or outstanding. Rights Agreement On January 22, 2018, 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, and (iii) the time at which the Rights are exchanged. 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, 2018 and 2017 as follows: December 31, 2018 2017 Common stock warrants outstanding 5,815,283 1,886,630 Stock options outstanding 8,796,212 6,566,483 Restricted stock units outstanding 454,382 1,055,977 Shares available for issuance pursuant to Convertible Notes 40,649,225 40,649,225 Shares available for future grants of awards under the 2015 Incentive Compensation Plan 1,943,085 1,973,537 Shares available for future grants of awards under the 2018 Omnibus Incentive Compensation Plan 3,224,425 3,816,243 Shares available under the 2000 Employee Stock Purchase Plan 825,537 857,638 Total shares of common stock reserved for issuance 61,708,149 56,805,733 Private Placement On August 6, 2018 , the Company completed a private placement of 12,062,000 shares of its common stock and warrants to purchase an additional 4,221,700 shares of its common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, to certain accredited investors for gross proceeds of $19.7 million in cash. Each warrant has an initial exercise price of $2.52 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and will expire on August 6, 2023 . The warrants may be exercisable on a cashless exercise basis if, and only if, the shares of common stock underlying such warrants cannot be immediately resold pursuant to an effective registration statement or Rule 144 of the Securities Act of 1933, as amended, without volume or manner of sale restrictions. In connection with the private placement, the Company incurred issuance costs of approximately $0.5 million . The Company assessed the terms of the warrants under ASC 815, Derivatives and Hedges . Pursuant to this guidance, the Company has determined that the warrants do not require liability accounting and has classified the warrants as equity. |
Share-based Compensation
Share-based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based Compensation | Share-based Compensation During the year ended December 31, 2018 , the Company granted awards under the 2018 Omnibus Incentive Compensation Plan, previously named the Amended and Restated 2009 Omnibus Incentive Compensation Plan (the “2018 Plan”), and the 2015 Incentive Compensation Plan (the “2015 Plan”). The Compensation Committee of the Board of Directors administers the plans. Under the 2015 Plan and the 2018 Plan, a maximum of 4,000,000 shares and 18,523,000 shares, respectively, of common stock may be issued upon the exercise of stock options, in the form of restricted stock, or in settlement of RSUs or other awards, including awards with alternative vesting schedules such as performance-based criteria. For the years ended December 31, 2018 and 2017 , the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 Cost of revenues $ 390 $ 182 Research and development 1,017 749 Sales and marketing 970 747 General and administrative 2,499 1,901 Restructuring charges — 169 Total $ 4,876 $ 3,748 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. 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: Year Ended December 31, 2018 2017 Expected dividend yield — % — % Risk-free interest rate 2.8 % 1.8 % Volatility 84 % 108 % Expected term (in years) 5.8 5.0 The weighted-average fair value of stock option awards granted during the years ended December 31, 2018 and 2017 was $1.56 and $0.89 , respectively. The following table summarizes the Company’s stock option activity for the years ended December 31, 2018 and 2017 (dollars in thousands, except per share data): Stock Weighted-Average Weighted-Average Aggregate Outstanding — December 31, 2017 6,566,483 $ 1.77 Granted 5,106,892 2.18 Exercised (1,611,731 ) 1.25 Canceled (1,265,432 ) 1.80 Outstanding — December 31, 2018 8,796,212 $ 2.10 8.44 $ 19,124 Vested and Expected to Vest — December 31, 2018 7,407,752 $ 2.10 8.25 $ 16,269 Exercisable — December 31, 2018 2,748,498 $ 2.30 6.46 $ 6,145 During the year ended December 31, 2017 , 146,039 shares were issued upon the exercise of stock options. The total intrinsic value of stock options exercised to purchase common stock during the years ended December 31, 2018 and 2017 was approximately $2.4 million and $0.1 million , respectively. As of December 31, 2018 , total unrecognized share-based compensation expense related to non-vested stock options was $5.5 million , which is expected to be recognized over a weighted-average period of approximately 2.8 years. The Company recognized approximately $2.5 million and $2.3 million of share-based compensation expense related to the vesting of stock option awards during the years ended December 31, 2018 and 2017 , respectively. Restricted Stock Units Pursuant to the 2018 Plan and the 2015 Plan, the Company may issue RSUs that, upon satisfaction of vesting conditions, allow for recipients to receive common stock. Issuances of such awards reduce common stock available under the 2018 Plan and 2015 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, 2018 is presented below: Number of Shares Weighted-Average Grant-Date Fair Value Non-vested — December 31, 2017 1,055,977 $ 2.06 Granted 966,747 2.01 Vested (1,110,138 ) 1.96 Forfeited (458,204 ) 2.07 Non-vested — December 31, 2018 454,382 $ 2.17 During the year ended December 31, 2017 , the weighted-average grant-date fair value of RSUs granted was $1.83 . During the years ended December 31, 2018 and 2017 , the total fair value of shares vested was $2.1 million and $3.0 million , respectively. As of December 31, 2018 , there was $0.5 million of unrecognized share-based compensation expense related to non-vested RSUs, which is expected to be recognized over a weighted-average period of 1.6 years. The Company recognized approximately $2.2 million and $1.3 million of share-based compensation expense related to the vesting of RSUs during the years ended December 31, 2018 and 2017 , 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 5,324,000 shares of common stock may be purchased by eligible employees. During the years ended December 31, 2018 and 2017 , the Company issued 282,101 shares and 232,038 shares, respectively, under the ESPP. The Company recognized approximately $0.2 million and $0.1 million of share-based compensation expense related to the ESPP during the years ended December 31, 2018 and 2017 , respectively. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Earnings per Share Basic EPS excludes dilution and is computed by dividing net income (loss) attributable to Inseego Corp. 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 primarily of the Convertible Notes calculated using the if-converted and treasury stock method and warrants, stock options and RSUs calculated using the treasury stock method) are excluded from the diluted EPS computation in loss periods and when the applicable exercise price is greater than the market price on the period end date as their effect would be anti-dilutive. The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data): Year Ended December 31, 2018 2017 Net loss attributable to Inseego Corp. $ (8,058 ) $ (45,735 ) Weighted-average common shares outstanding 66,104,376 58,718,483 Basic and diluted net loss per share $ (0.12 ) $ (0.78 ) For the year ended December 31, 2018 , the computation of diluted EPS excluded 38,152,087 shares, primarily related to Convertible Notes, warrants, stock options and RSUs for which the effect would have been anti-dilutive. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Private Placement | 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, 150,000 of which have been designated Series D Preferred Stock. No preferred shares are currently issued or outstanding. Rights Agreement On January 22, 2018, 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, and (iii) the time at which the Rights are exchanged. 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, 2018 and 2017 as follows: December 31, 2018 2017 Common stock warrants outstanding 5,815,283 1,886,630 Stock options outstanding 8,796,212 6,566,483 Restricted stock units outstanding 454,382 1,055,977 Shares available for issuance pursuant to Convertible Notes 40,649,225 40,649,225 Shares available for future grants of awards under the 2015 Incentive Compensation Plan 1,943,085 1,973,537 Shares available for future grants of awards under the 2018 Omnibus Incentive Compensation Plan 3,224,425 3,816,243 Shares available under the 2000 Employee Stock Purchase Plan 825,537 857,638 Total shares of common stock reserved for issuance 61,708,149 56,805,733 Private Placement On August 6, 2018 , the Company completed a private placement of 12,062,000 shares of its common stock and warrants to purchase an additional 4,221,700 shares of its common stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, to certain accredited investors for gross proceeds of $19.7 million in cash. Each warrant has an initial exercise price of $2.52 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, and will expire on August 6, 2023 . The warrants may be exercisable on a cashless exercise basis if, and only if, the shares of common stock underlying such warrants cannot be immediately resold pursuant to an effective registration statement or Rule 144 of the Securities Act of 1933, as amended, without volume or manner of sale restrictions. In connection with the private placement, the Company incurred issuance costs of approximately $0.5 million . The Company assessed the terms of the warrants under ASC 815, Derivatives and Hedges . Pursuant to this guidance, the Company has determined that the warrants do not require liability accounting and has classified the warrants as equity. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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 acquisition of Ctrack. The future minimum payments under capital leases were as follows at December 31, 2018 (in thousands): 2019 $ 1,137 2020 476 2021 165 2022 94 2023 10 Thereafter — Total minimum capital lease payments 1,882 Less: amounts representing interest (181 ) Present value of net minimum capital lease payments $ 1,701 The present value of net minimum capital lease payments at December 31, 2018 consists of approximately $1.0 million included in accrued expenses and other current liabilities in the consolidated balance sheet and approximately $0.7 million included in long-term liabilities in the consolidated balance sheet. Operating Leases The Company leases its office space and certain equipment under non-cancellable operating leases with various terms through 2023. 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, 2018 and 2017 , rent expense under operating leases was $2.1 million and $2.7 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, 2018 (in thousands): 2019 $ 2,666 2020 1,382 2021 645 2022 341 2023 95 Thereafter — Total $ 5,129 Tariffs In September 2018, the Office of the U.S. Trade Representative (the “USTR”) enacted tariffs on imports into the U.S. from China, including communications equipment products and components manufactured and imported from China. The tariff became effective in September 2018, with an initial rate of 10% and was scheduled to increase from 10% to 25% on January 1, 2019. However, the scheduled increase has been delayed indefinitely. The Company has taken actions that it believes have completely mitigated the impact of such tariffs. These actions include moving the Company’s contract manufacturing out of mainland China and working directly with U.S. Customs and Border Protection (“CBP”) to address the harmonized tariff codes used for its products. The ruling requests the Company has filed with the CBP have not yet been ruled upon, however there have been recent favorable CBP rulings for products that are similar or identical to the Company’s, and based on those rulings, the Company believes that its position that it is not probable that it will have to pay the new tariff is supportable. If the CBP does not rule in the Company’s favor, it would be required to pay tariffs of approximately $3.7 million based on the initial tariff rate. Legal The Company is currently named as a defendant or co-defendant in a patent infringement lawsuit 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 filed to appeal certain orders in the litigation and on July 13, 2018, the U.S. Federal Circuit Court of Appeals affirmed the judgment. 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. On January 16, 2018, the former stockholders of RER filed an answer and counterclaim in the matter seeking recovery of certain deferred and earn-out payments allegedly owed to them by the Company in connection with the Company’s acquisition of RER. On July 26, 2018 , the Company and the former stockholders of RER entered into a mutual general release and settlement agreement (the “Settlement Agreement”) pursuant to which the parties agreed to release all claims against each other and the Company agreed to (i) pay the former stockholders of RER $1.0 million in cash by August 17, 2018, (ii) immediately instruct its transfer agent to permit the transfer or sale of 973,333 shares of the Company’s common stock that the Company had issued to the former stockholders of RER in March 2017, (iii) immediately issue 500,000 shares of the Company’s common stock to the former stockholders of RER, (iv) within 12 months following the execution of the Settlement Agreement, deliver to the former stockholders of RER an additional $1.0 million in cash, common stock, or a combination thereof, at the Company’s option, (v) within 24 months following the execution of the Settlement Agreement deliver to the former stockholders of RER an additional $1.0 million in cash, common stock, or a combination thereof, at the Company’s option, and (vi) file one or more registration statements with respect to the resale of the shares of the Company’s common stock issued to the former stockholders of RER pursuant to the Settlement Agreement. In connection with the settlement, the Company recognized a gain of $17.2 million , which is included in extinguishment of acquisition-related liabilities in the consolidated statement of operations for the period ended December 31, 2018 . The Company’s remaining liability under the Settlement Agreement at December 31, 2018 consists of approximately $1.0 million in current liabilities and $1.0 million in long-term liabilities. Indemnification In the normal course of business, the Company periodically enters into agreements that require the Company to indemnify and defend its customers for, among other things, claims alleging that the Company’s products infringe third-party patents or other intellectual property rights. The Company’s maximum exposure under these indemnification provisions cannot be estimated but the Company does not believe that there are any matters individually or collectively that would have a material adverse effect on its consolidated results of operations or financial condition. |
Geographic Information and Conc
Geographic Information and Concentrations of Risk | 12 Months Ended |
Dec. 31, 2018 | |
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): December 31, 2018 2017 United States and Canada $ 79,809 $ 65,208 South Africa 56,937 68,186 Other 25,510 24,813 $ 162,256 $ 158,207 The following table details the Company’s net revenues by geographic region based on shipping destination (in thousands): Year Ended 2018 2017 United States and Canada $ 139,246 $ 156,661 South Africa 38,608 39,182 Other 24,609 23,454 Total $ 202,463 $ 219,297 Concentrations of Risk For the years ended December 31, 2018 and 2017 , one customer accounted for 48.8% and 51.2% of net revenues, respectively. At December 31, 2018 , two customers accounted for 30.5% and 12.8% of total accounts receivable. At December 31, 2017 , one customer accounted for 23.9% of total accounts receivable. |
Retirement Savings Plan
Retirement Savings Plan | 12 Months Ended |
Dec. 31, 2018 | |
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 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 $0.4 million and $0.5 million for the years ended December 31, 2018 and 2017 , respectively. Employer matching contributions vest immediately. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring In the third quarter of 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 $6.1 million and be completed when the Richardson, TX lease expires in June 2020. In the first and second quarters of 2017, the Company commenced certain restructuring initiatives intended to continue to improve its strategic focus on its most profitable business lines and consolidate operations of its subsidiaries with those of the Company, including reductions-in-force, further reorganization of executive level management and the consolidation of certain of its facilities (the “2017 Initiatives”). The 2017 Initiatives cost a total of approximately $4.4 million and were completed in May 2018. In the first quarter of 2018, the Company commenced certain restructuring initiatives intended to continue to consolidate operations of its subsidiaries with those of the Company, including reductions-in-force and the consolidation of certain of its facilities (the “2018 Initiatives”). The 2018 Initiatives cost a total of approximately $1.0 million and were completed in December 2018. The following table sets forth activity in the restructuring liability for the year ended December 31, 2018 (in thousands): Balance at December 31, 2017 Costs Incurred Payments Translation Adjustment Balance at December 31, 2018 Cumulative Costs Incurred to Date 2015 Initiatives Employee Severance Costs $ — $ — $ — $ — $ — $ 4,131 Facility Exit Related Costs 981 114 (461 ) — 634 1,842 2017 Initiatives Employee Severance Costs 287 61 (359 ) 11 — 3,412 Facility Exit Related Costs 106 2 (108 ) — — 285 Other Related Costs 160 20 (180 ) — — 675 2018 Initiatives Employee Severance Costs — 994 (960 ) (34 ) — 994 Total $ 1,534 $ 1,191 $ (2,068 ) $ (23 ) $ 634 $ 11,339 The balance of the restructuring liability at December 31, 2018 consists of approximately $0.4 million included in accrued expenses and other current liabilities in the consolidated balance sheet and approximately $0.2 million included in long-term liabilities in the consolidated balance sheet. During the year ended December 31, 2018 , the Company wrote down the value of certain inventory by approximately $0.4 million related to the abandonment of certain 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 product lines that management decided to exit, net of the value of additional inventory related to the abandonment of certain 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, net of recoveries, within cost of net revenues in the consolidated statements of operations . |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 : 2018 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) Net revenues $ 46,733 $ 49,057 $ 50,630 $ 56,043 Gross profit 15,543 17,657 17,604 19,793 Net income (loss) attributable to Inseego Corp. (8,050 ) (6,660 ) 10,843 (4,191 ) Basic net income (loss) per share (0.13 ) (0.11 ) 0.16 (0.06 ) Diluted net income (loss) per share (0.13 ) (0.11 ) 0.15 (0.06 ) 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 ) |
Nature of Business and Signif_2
Nature of Business and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company had a net loss attributable to Inseego Corp. of $8.1 million during the year ended December 31, 2018 . As of December 31, 2018 , the Company had available cash and cash equivalents totaling $31.0 million and working capital of $30.7 million . The Company has a history of operating and net losses and overall usage of cash from operating and investing activities. During the year ended December 31, 2018 , the Company continued 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 | 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 | 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, tariffs, 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 | 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 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 | 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 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 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 thirteen 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 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 3 , 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 intangible assets 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 Intangible assets include purchased finite-lived and indefinite-lived intangible assets resulting from the acquisitions of DigiCore Holdings Limited (“DigiCore” or “Ctrack”) and R.E.R. Enterprises, Inc. (“RER”) and its wholly owned subsidiary and principal operating asset, Feeney Wireless, LLC (which was renamed Inseego North America, LLC) (“INA”), 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 3 , Goodwill and Other Intangible Assets ). Indefinite-lived assets, including goodwill 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. |
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. |
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. |
Restructuring | Restructuring The Company accounts for facility exit costs in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 | 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 | Revenue Recognition The Company generates revenue from a broad range of product sales including intelligent wireless hardware products for the worldwide mobile communications and industrial IoT markets. The Company’s products principally include intelligent mobile hotspots, wireless routers for IoT applications, USB modems, integrated telematics and mobile tracking hardware devices, which are supported by applications software and cloud services designed to enable customers to easily analyze data insights and configure and manage their hardware. The Company classifies its revenues from the sale of its products and services into two distinct groupings, specifically IoT & Mobile Solutions and Enterprise SaaS Solutions. Both IoT & Mobile Solutions and Enterprise SaaS Solutions revenues include any hardware and software required for the respective solution. Net revenues by product grouping for the years ended December 31, 2018 and 2017 were as follows (in thousands): Year Ended 2018 2017 IoT & Mobile Solutions $ 135,349 $ 152,851 Enterprise SaaS Solutions 67,114 66,446 Total $ 202,463 $ 219,297 See geographic disaggregation information in Note 12 , Geographic Information and Concentrations of Risk . IoT & Mobile Solutions . The IoT & Mobile Solutions portfolio is comprised of end-to-end edge to cloud solutions including 4G LTE mobile broadband gateways, routers, modems, hotspots, VoLTE based wireless home phones and cloud management software. The solutions are offered under the MiFi brand for consumer and business markets, and under the Skyus brand for industrial IoT markets. Enterprise SaaS Solutions . The Enterprise SaaS Solutions consist of various subscription offerings to gain access to the Company’s Ctrack telematics platforms, which provide fleet vehicle, aviation ground vehicle and asset tracking and performance information, and other telematics applications, and the Company’s Device Management Solutions. Contracts with Customers The Company adopted Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (as amended, “ASC 606”), effective January 1, 2018, using the modified retrospective method applied to those contracts which were not substantially completed as of January 1, 2018 . ASC 606 provides guidance on recognizing revenue, including a five-step model to determine when revenue recognition is appropriate. The standard requires that an entity recognize revenue to depict the transfer of control of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenues for 2018 are reported under ASC 606, while prior period amounts are not adjusted and continue to be reported under ASC 605, Revenue Recognition . The Company routinely enters into a variety of agreements with customers, including quality agreements, pricing agreements and master supply agreements which outline the general commercial terms and conditions under which the Company does business with a specific customer, including shipping terms and pricing for the products and services that the Company offers. The Company also sells to some customers solely based on purchase orders. The Company has concluded, for the vast majority of its revenues, that its contracts with customers are either a purchase order or the combination of a purchase order with a master supply agreement. The Company determines revenue recognition through the following five steps: 1) identification of the contract, or contracts, with a customer; 2) identification of the performance obligations in the contract; 3) determination of the transaction price; 4) allocation of the transaction price to the performance obligations in the contract; and 5) recognition of revenue when, or as, performance obligations are satisfied. The Company accounts for a contract when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s performance obligations are established when a customer submits a purchase order notification (in writing, electronically or verbally) for goods and services, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. The Company generally recognizes revenue upon the satisfaction of these criteria when control of the product or service has been transferred to the customer at which time it has an unconditional right to receive payment. The Company’s prices are fixed and have no history of being affected by contingent events that could impact the transaction price. The Company does not offer price concessions and does not accept payment that is less than the price stated when it accepts the purchase order. Revenue Recognition Revenue is recognized upon transfer of control of products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that may include various combinations of products and services which are generally capable of being distinct and accounted for as separate performance obligations. Hardware. Hardware revenue from the sale of the Company’s IoT & Mobile Solutions devices is recognized when the Company transfers control to the customer, typically at the time when the product is delivered, shipped or installed at which time the title passes to the customer, and there are no further performance obligations with regards to the hardware device. SaaS and Other Services. SaaS subscription revenue is recognized over time on a ratable basis over the contract term beginning on the date that its service is made available to the customer. Subscription periods range from monthly to multi-year, with the majority of contracts being one to three years. Telematics includes a device which collects and transmits the information from the vehicle or other asset. The Company’s customers have an option to purchase the monitoring device or lease it over the term of the contract. If the customer purchases the hardware device, the Company recognizes the revenue when the Company transfers control of the hardware to the customer, as discussed above in the hardware revenue recognition disclosure. If the customer chooses to lease the monitoring device, the Company recognizes the revenue for the monitoring device over the term of the contract. The Company records such revenue in accordance with the ASC 840, Leases , as it has determined that they qualify as operating leases because ownership of the device does not transfer to the other party. Maintenance and support services revenue. Periodically, the Company sells separately-priced warranty contracts that extend beyond the Company’s base warranty period. The separately priced service contracts range from 12 months to 36 months. The Company typically receives payment at the inception of the contract and recognizes revenue as earned on a straight-line basis over the term of the contract. Professional services revenue. From time to time, the Company enters into special engineering design service agreements. Revenues from engineering design services are designed to meet specifications of a particular product, and therefore do not create an asset with an alternative use. The Company recognizes revenue based on the achievement of certain applicable milestones and the amount of payment the Company believes it is entitled to at the time. With respect to revenue related to third party product sales or other arrangements that involve the services of another party, for which the Company does not control the sale or service and acts as an agent to the transaction, the Company recognizes revenue on a net basis. The portion of the gross amount billed to customers that is remitted by the Company to another party is not reflected as revenue. Multiple Performance Obligations The Company’s contracts with customers may include commitments to transfer multiple products and services to a customer. When hardware, software and services are sold in various combinations, judgment is required to determine whether each performance obligation is considered distinct and accounted for separately, or not distinct and accounted for together with other performance obligations. The Company considered the performance obligations in its customer master supply agreements and determined that, for the majority of its revenue, the Company generally satisfies performance obligations at a point in time upon delivery of the product to the customer. In instances where the software elements included within hardware for various products are considered to be functioning together with non-software elements to provide the tangible product’s essential functionality, these arrangements are accounted for as a single distinct performance obligation. Revenue from the Company’s SaaS subscription services represent a single promise to provide continuous access to its software solutions and their processing capabilities in the form of a service through one of the Company’s or hosted data centers. As each day of providing access to the software is substantially the same, and the customer simultaneously receives and consumes the benefits as access is provided, the Company has determined that its subscription services arrangements include a single performance obligation comprised of a series of distinct services. The Company’s SaaS subscriptions also include an unspecified volume of call center support and any remote system diagnostic and software upgrades as needed. These services are combined with the recurring monthly subscription service since they are highly interrelated and interdependent. Revenue from the Company’s subscription services is recognized over time on a ratable basis over the contract term beginning on the date that the service is made available to the customer. Where such arrangements cannot be accounted for as a single distinct performance obligation, judgment is required to determine the stand-alone selling price (“SSP”) for each distinct performance obligation. When available, the Company uses observable inputs to determine SSP. In instances where SSP is not directly observable, such as when the Company does not sell the product or service separately, it determines the SSP based on a cost-plus model, as market and other observable inputs are seldom present based on the proprietary nature of the Company’s products. Contract Liabilities Timing of revenue recognition may differ from the timing of invoicing to customers. If customers are invoiced for subscription services in advance of the service period, deferred revenue liabilities, or contract liabilities, are recorded. Deferred revenue liabilities, or contract liabilities, are also recorded when the Company collects payments in advance of performing the services. Contract Assets The Company capitalizes sales commissions earned by its sales force when they are considered to be incremental and recoverable costs of obtaining a contract with a customer. These costs are deferred and then amortized over a period of benefit. There were no significant amounts of assets recorded related to contract costs as of December 31, 2018 . Applying the practical expedient in paragraph 40-25-4 of ASC 340, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general and administrative expenses. Shipping and Handling Charges Fees charged to customers for shipping and handling of products are included in product revenues, and costs for shipping and handling of products are included as a component of cost of sales. Taxes Collected from Customers Taxes collected on the value of transaction revenue are excluded from product and services revenues and cost of sales and are accrued in current liabilities until remitted to governmental authorities. Transition Disclosures Adoption of the new standards related to revenue recognition did not have a material impact on the Company’s consolidated financial statements for the year ended December 31, 2018 . |
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. |
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. |
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. |
Litigation | Litigation 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. |
Share-Based Compensation | Share-Based Compensation The Company has granted stock options and restricted stock units (“RSUs”) to employees, non-employee consultants and non-employee members of our Board of Directors. 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 recipients, such as continued service 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 common 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 Inseego Corp. | Net Loss Per Share Attributable to Inseego Corp. 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. |
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 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 Comprehensive loss consists of net earnings and foreign currency translation adjustments. |
Prior Period Reclassifications | Prior Period Reclassifications Certain amounts in prior periods have been reclassified to conform with current period presentation. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB, which are adopted by the Company as of the specified date. Unless otherwise discussed, management believes the impact of recently issued standards, which are not yet effective, will not have a material impact on its consolidated financial statements upon adoption. In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which aligns the accounting for share-based payment awards issued to employees and non-employees. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within that reporting period. Early adoption is permitted. The Company early adopted this guidance during the fourth quarter of 2018. The adoption did not have a material impact on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash , which requires that restricted cash and restricted cash equivalents be included as components of total cash and cash equivalents in the statement of cash flows. The Company implemented this guidance in the first quarter of 2018 using a retrospective transition method for each period presented. The following line items in the Company’s consolidated statement of cash flows for the year ended December 31, 2017 have been adjusted to reflect the adoption of this new guidance: As Previously Reported Adjustment As Adjusted Restricted cash $ (61 ) $ 61 $ — Net cash used in operating activities (14,637 ) 61 (14,576 ) Net increase in cash, cash equivalents and restricted cash 11,304 61 11,365 Cash, cash equivalents and restricted cash, end of period 21,198 61 21,259 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 February 2016, the FASB established Topic 842, Leases (Topic 842) , by issuing ASU 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, ASU 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Targeted Improvements . The new standard establishes a right-of-use (“ROU”) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. This guidance is effective prospectively for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. Originally, entities were required to adopt ASU 2016-02 using a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application. However, in July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements , which now allows entities the option of recognizing the cumulative effect of applying the new standard as an adjustment to the opening balance of retained earnings in the year of adoption while continuing to present all prior periods under previous lease accounting guidance. The Company expects to adopt the new standard on January 1, 2019 and use the effective date as its date of initial application. The new standard provides a number of optional practical expedients in transition. The Company expects to elect the ‘package of practical expedients’, which permits the Company not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company does not expect to elect the use-of- hindsight or the practical expedient pertaining to land easements; the latter not being applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company currently expects to elect the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. The Company also currently expects to elect the practical expedient to not separate lease and non-lease components, which has been applied to all leases, including building and office leases. On the lessor side, Topic 842 requires lessors to classify leases as a sales-type, direct financing or operating lease. A lease is a sales-type lease if any one of five criteria are met, each of which indicate that the lease, in effect, transfers control of the underlying asset to the lessee. If none of those five criteria are met, but two additional criteria are both met, indicating that the lessor has transferred substantially all the risks and benefits of the underlying asset to the lessee and a third party, the lease is a direct financing lease. All leases that are not sales-type or direct financing leases are operating leases. While the Company continues to evaluate certain aspects of the new standard, it does not expect the new standard to have a material effect on its financial statements and it does not expect a significant change in its leasing activities. |
Fair Value Measurement | Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). A fair value measurement reflects the assumptions market participants would use in pricing an asset or liability based on the best available information. These assumptions include the risk inherent in a particular valuation technique (such as a pricing model) and the risks inherent in the inputs to the model. The Company classifies inputs to measure fair value using a three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The categorization of financial instruments within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is prioritized into three levels (with Level 3 being the lowest) and is defined as follows: Level 1: Pricing inputs are based on quoted market prices for identical assets or liabilities in active markets (e.g., NYSE or NASDAQ). Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Pricing inputs include benchmark yields, trade data, reported trades and broker dealer quotes, two-sided markets and industry and economic events, yield to maturity, Municipal Securities Rule Making Board reported trades and vendor trading platform data. Level 2 includes those financial instruments that are valued using various pricing services and broker pricing information including Electronic Communication Networks and broker feeds. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources, including the Company’s own assumptions. The Company reviews the fair value hierarchy classification on a quarterly basis. Changes in the observability of valuation inputs may result in a reclassification of levels for certain securities within the fair value hierarchy. |
Nature of Business and Signif_3
Nature of Business and Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Net revenues by product grouping for the years ended December 31, 2018 and 2017 were as follows (in thousands): Year Ended 2018 2017 IoT & Mobile Solutions $ 135,349 $ 152,851 Enterprise SaaS Solutions 67,114 66,446 Total $ 202,463 $ 219,297 |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following line items in the Company’s consolidated statement of cash flows for the year ended December 31, 2017 have been adjusted to reflect the adoption of this new guidance: As Previously Reported Adjustment As Adjusted Restricted cash $ (61 ) $ 61 $ — Net cash used in operating activities (14,637 ) 61 (14,576 ) Net increase in cash, cash equivalents and restricted cash 11,304 61 11,365 Cash, cash equivalents and restricted cash, end of period 21,198 61 21,259 |
Financial Statement Details (Ta
Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Inventories | Inventories consist of the following (in thousands): December 31, 2018 2017 Finished goods $ 14,797 $ 14,331 Raw materials and components 11,634 6,072 $ 26,431 $ 20,403 |
Summary of Property, Plant and Equipment and Rental Assets | Rental assets consist of the following (in thousands): December 31, 2018 2017 Rental assets $ 16,648 $ 16,602 Less—accumulated depreciation (10,879 ) (9,039 ) $ 5,769 $ 7,563 Property, plant and equipment consists of the following (in thousands): December 31, 2018 2017 Land $ 247 $ 288 Buildings 2,247 2,614 Test equipment 14,444 23,396 Computer equipment and purchased software 4,889 5,548 Product tooling 504 449 Furniture and fixtures 677 564 Vehicles 1,990 2,003 Leasehold improvements 136 267 25,134 35,129 Less—accumulated depreciation and amortization (18,436 ) (28,138 ) $ 6,698 $ 6,991 |
Summary of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2018 2017 Royalties $ 1,727 $ 1,558 Payroll and related expenses 2,415 2,870 Professional fees 514 1,789 Accrued interest 239 239 Deferred revenue 2,048 1,823 Acquisition-related liabilities 1,000 13,186 Other 5,081 6,093 $ 13,024 $ 27,558 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | A summary of the activity in goodwill is presented below (in thousands): Balance at December 31, 2016 $ 34,428 Effect of change in foreign currency exchange rates 3,253 Balance at December 31, 2017 37,681 Effect of change in foreign currency exchange rates (4,739 ) Balance at December 31, 2018 $ 32,942 |
Schedule of Intangible Assets | The Company’s intangible assets are comprised of the following (in thousands): December 31, 2018 Weighted-Average Life Gross Carrying Value Accumulated Amortization Net Carrying Value Finite-lived intangible assets: Developed technologies 6.0 $ 12,846 $ (7,034 ) $ 5,812 Trademarks and trade names 10.0 18,034 (6,103 ) 11,931 Customer relationships 8.4 12,368 (5,711 ) 6,657 Capitalized software development costs 5.0 7,221 (2,406 ) 4,815 Other 2.3 2,475 (847 ) 1,628 Total finite-lived intangible assets $ 52,944 $ (22,101 ) 30,843 Indefinite-lived intangible assets: In-process capitalized software development costs 1,142 Total intangible assets $ 31,985 December 31, 2017 Weighted-Average Life 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 |
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): 2019 $ 7,780 2020 7,060 2021 5,424 2022 3,572 2023 3,040 Thereafter 3,967 Total $ 30,843 |
Fair Value Measurement of Ass_2
Fair Value Measurement of Assets and Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 (in thousands): Balance as of Level 1 Assets: Cash equivalents Money market funds $ 10,085 $ 10,085 Total cash equivalents $ 10,085 $ 10,085 The Company had no financial instruments measured at fair value on a recurring basis as of December 31, 2017 . |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Term Loan consisted of the following (in thousands): December 31, 2018 2017 Principal $ 47,500 $ 48,000 Less: unamortized debt discount and debt issuance costs (2,454 ) (3,945 ) Net carrying amount $ 45,046 $ 44,055 |
Schedule of Debt | The following table sets forth total interest expense recognized related to the Term Loan during the years ended December 31, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Contractual interest expense $ 4,684 $ 1,511 Amortization of debt discount 1,331 472 Amortization of debt issuance costs 160 57 Total interest expense $ 6,175 $ 2,040 |
Schedule of Convertible Notes Components | The Convertible Notes consisted of the following (in thousands): December 31, 2018 2017 Liability component: Principal $ 105,125 $ 105,125 Less: unamortized debt discount and debt issuance costs (12,071 ) (20,352 ) Net carrying amount $ 93,054 $ 84,773 Equity component $ 41,905 $ 41,905 |
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, 2018 and 2017 (in thousands): Year Ended December 31, 2018 2017 Contractual interest expense $ 5,782 $ 6,310 Amortization of debt discount 7,822 8,542 Amortization of debt issuance costs 459 502 Total interest expense $ 14,063 $ 15,354 |
Schedule of Maturities of Long-term Debt | At December 31, 2018 , 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): 2019 $ — 2020 47,750 2021 — 2022 104,875 2023 — Thereafter — Total $ 152,625 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Summary of Loss before Income Taxes | The Company’s loss before income taxes for the years ended December 31, 2018 and 2017 is comprised of the following (in thousands): Year Ended December 31, 2018 2017 Domestic $ (7,335 ) $ (40,034 ) Foreign 7 (5,592 ) Loss before income taxes $ (7,328 ) $ (45,626 ) |
Summary of Provision for Income Taxes | The provision for income taxes for the years ended December 31, 2018 and 2017 is comprised of the following (in thousands): Year Ended December 31, 2018 2017 Current: Federal $ — $ (760 ) State 35 104 Foreign 766 551 Total current 801 (105 ) Deferred: Federal 12 (117 ) State — — Foreign 2 436 Total deferred 14 319 Provision for income taxes $ 815 $ 214 |
Summary of Net Deferred Tax Assets | The Company’s net deferred tax liabilities consist of the following (in thousands): December 31, 2018 2017 Deferred tax assets: Accrued expenses $ — $ 1,921 Provision for excess and obsolete inventory 2,710 2,577 Depreciation and amortization 1,426 4,610 Interest expense limitation 2,769 — Net operating loss and tax credit carryforwards 86,385 86,966 Share-based compensation 1,218 1,034 Unrecognized tax benefits 1,163 1,108 Deferred tax assets 95,671 98,216 Deferred tax liabilities: Convertible Notes — (4,353 ) Purchased intangible assets (4,485 ) (6,280 ) Accrued expenses (1,799 ) — Deferred tax liabilities (6,284 ) (10,633 ) Valuation allowance (93,844 ) (92,844 ) Net deferred tax liabilities $ (4,457 ) $ (5,261 ) |
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 21% and 34% in 2018 and 2017 , respectively, to loss before income taxes as follows (in thousands): Year Ended December 31, 2018 2017 Federal tax benefit, at statutory rate $ (1,555 ) $ (15,513 ) State benefit, net of federal benefit 27 (211 ) Foreign tax rate difference 24 336 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 2,878 16,364 Research and development credits (471 ) (244 ) Share-based compensation 121 876 Effect of Tax Act — (971 ) Other (209 ) (423 ) Provision for income taxes $ 815 $ 214 |
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands): Balance at December 31, 2016 $ 36,291 Increases related to current and prior year tax positions 291 Balance at December 31, 2017 36,582 Increases related to current and prior year tax positions 324 Balance at December 31, 2018 $ 36,906 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 as follows: December 31, 2018 2017 Common stock warrants outstanding 5,815,283 1,886,630 Stock options outstanding 8,796,212 6,566,483 Restricted stock units outstanding 454,382 1,055,977 Shares available for issuance pursuant to Convertible Notes 40,649,225 40,649,225 Shares available for future grants of awards under the 2015 Incentive Compensation Plan 1,943,085 1,973,537 Shares available for future grants of awards under the 2018 Omnibus Incentive Compensation Plan 3,224,425 3,816,243 Shares available under the 2000 Employee Stock Purchase Plan 825,537 857,638 Total shares of common stock reserved for issuance 61,708,149 56,805,733 |
Share-based Compensation (Table
Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Share-Based Compensation Expense | For the years ended December 31, 2018 and 2017 , the following table presents total share-based compensation expense in each functional line item on the consolidated statements of operations (in thousands): Year Ended December 31, 2018 2017 Cost of revenues $ 390 $ 182 Research and development 1,017 749 Sales and marketing 970 747 General and administrative 2,499 1,901 Restructuring charges — 169 Total $ 4,876 $ 3,748 |
Share-based Compensation Stock Option Fair Value Assumptions | 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: Year Ended December 31, 2018 2017 Expected dividend yield — % — % Risk-free interest rate 2.8 % 1.8 % Volatility 84 % 108 % Expected term (in years) 5.8 5.0 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity for the years ended December 31, 2018 and 2017 (dollars in thousands, except per share data): Stock Weighted-Average Weighted-Average Aggregate Outstanding — December 31, 2017 6,566,483 $ 1.77 Granted 5,106,892 2.18 Exercised (1,611,731 ) 1.25 Canceled (1,265,432 ) 1.80 Outstanding — December 31, 2018 8,796,212 $ 2.10 8.44 $ 19,124 Vested and Expected to Vest — December 31, 2018 7,407,752 $ 2.10 8.25 $ 16,269 Exercisable — December 31, 2018 2,748,498 $ 2.30 6.46 $ 6,145 |
Summary of Restricted Stock Unit Activity | A summary of restricted stock unit activity under all plans for the year ended December 31, 2018 is presented below: Number of Shares Weighted-Average Grant-Date Fair Value Non-vested — December 31, 2017 1,055,977 $ 2.06 Granted 966,747 2.01 Vested (1,110,138 ) 1.96 Forfeited (458,204 ) 2.07 Non-vested — December 31, 2018 454,382 $ 2.17 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The calculation of basic and diluted earnings per share was as follows (in thousands, except share and per share data): Year Ended December 31, 2018 2017 Net loss attributable to Inseego Corp. $ (8,058 ) $ (45,735 ) Weighted-average common shares outstanding 66,104,376 58,718,483 Basic and diluted net loss per share $ (0.12 ) $ (0.78 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 (in thousands): 2019 $ 1,137 2020 476 2021 165 2022 94 2023 10 Thereafter — Total minimum capital lease payments 1,882 Less: amounts representing interest (181 ) Present value of net minimum capital lease payments $ 1,701 |
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, 2018 (in thousands): 2019 $ 2,666 2020 1,382 2021 645 2022 341 2023 95 Thereafter — Total $ 5,129 |
Geographic Information and Co_2
Geographic Information and Concentrations of Risk (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Geographic Concentration of Assets | The following table details the geographic concentration of the Company’s assets (in thousands): December 31, 2018 2017 United States and Canada $ 79,809 $ 65,208 South Africa 56,937 68,186 Other 25,510 24,813 $ 162,256 $ 158,207 |
Schedule of Geographic Concentration of Net Revenues | The following table details the Company’s net revenues by geographic region based on shipping destination (in thousands): Year Ended 2018 2017 United States and Canada $ 139,246 $ 156,661 South Africa 38,608 39,182 Other 24,609 23,454 Total $ 202,463 $ 219,297 |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 (in thousands): Balance at December 31, 2017 Costs Incurred Payments Translation Adjustment Balance at December 31, 2018 Cumulative Costs Incurred to Date 2015 Initiatives Employee Severance Costs $ — $ — $ — $ — $ — $ 4,131 Facility Exit Related Costs 981 114 (461 ) — 634 1,842 2017 Initiatives Employee Severance Costs 287 61 (359 ) 11 — 3,412 Facility Exit Related Costs 106 2 (108 ) — — 285 Other Related Costs 160 20 (180 ) — — 675 2018 Initiatives Employee Severance Costs — 994 (960 ) (34 ) — 994 Total $ 1,534 $ 1,191 $ (2,068 ) $ (23 ) $ 634 $ 11,339 |
Quarterly Financial Informati_2
Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 and 2017 : 2018 First Quarter Second Quarter Third Quarter Fourth Quarter (in thousands, except per share amounts) Net revenues $ 46,733 $ 49,057 $ 50,630 $ 56,043 Gross profit 15,543 17,657 17,604 19,793 Net income (loss) attributable to Inseego Corp. (8,050 ) (6,660 ) 10,843 (4,191 ) Basic net income (loss) per share (0.13 ) (0.11 ) 0.16 (0.06 ) Diluted net income (loss) per share (0.13 ) (0.11 ) 0.15 (0.06 ) 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 ) |
Nature of Business and Signif_4
Nature of Business and Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)Segments | Dec. 31, 2017USD ($) | |
Nature Of Business And Significant Accounting Policies [Line Items] | ||||||||||
Net income (loss) attributable to Inseego Corp. | $ (4,191,000) | $ 10,843,000 | $ (6,660,000) | $ (8,050,000) | $ (3,822,000) | $ (13,789,000) | $ (12,024,000) | $ (16,100,000) | $ (8,058,000) | $ (45,735,000) |
Cash and cash equivalents | 31,000,000 | 31,000,000 | ||||||||
Working capital | $ 30,700,000 | $ 30,700,000 | ||||||||
Number of reportable segments | Segments | 1 | |||||||||
Impairment of indefinite-lived intangible assets | $ 0 | 300,000 | ||||||||
Long-lived assets impairment | $ 700,000 | $ 100,000 | ||||||||
Internal Use Software | ||||||||||
Nature Of Business And Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment useful lives | 5 years | |||||||||
Minimum | ||||||||||
Nature Of Business And Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment useful lives | 13 months | |||||||||
General warranty period | 1 year | |||||||||
Minimum | Rental Assets | ||||||||||
Nature Of Business And Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment useful lives | 3 years | |||||||||
Maximum | ||||||||||
Nature Of Business And Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment useful lives | 6 years | |||||||||
General warranty period | 3 years | |||||||||
Maximum | Buildings | ||||||||||
Nature Of Business And Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment useful lives | 50 years | |||||||||
Maximum | Rental Assets | ||||||||||
Nature Of Business And Significant Accounting Policies [Line Items] | ||||||||||
Property, plant and equipment useful lives | 4 years |
Nature of Business and Signif_5
Nature of Business and Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||||||||||
IoT & Mobile Solutions | $ 135,349 | $ 152,851 | ||||||||
Enterprise SaaS Solutions | 67,114 | 66,446 | ||||||||
Total net revenues | $ 56,043 | $ 50,630 | $ 49,057 | $ 46,733 | $ 46,534 | $ 57,461 | $ 59,913 | $ 55,389 | $ 202,463 | $ 219,297 |
Nature of Business and Signif_6
Nature of Business and Significant Accounting Policies - Schedule of Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Restricted cash | $ 0 | ||
Net cash used in operating activities | $ (1,765) | (14,576) | |
Net increase in cash, cash equivalents and restricted cash | 9,817 | 11,365 | |
Cash, cash equivalents and restricted cash, end of period | $ 31,076 | 21,259 | $ 9,894 |
Previously Reported | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Restricted cash | (61) | ||
Net cash used in operating activities | (14,637) | ||
Net increase in cash, cash equivalents and restricted cash | 11,304 | ||
Cash, cash equivalents and restricted cash, end of period | 21,198 | ||
Accounting Standards Update 2016-18 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Restricted cash | 61 | ||
Net cash used in operating activities | 61 | ||
Net increase in cash, cash equivalents and restricted cash | 61 | ||
Cash, cash equivalents and restricted cash, end of period | $ 61 |
Financial Statement Details - S
Financial Statement Details - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Finished goods | $ 14,797 | $ 14,331 |
Raw materials and components | 11,634 | 6,072 |
Total inventory | $ 26,431 | $ 20,403 |
Financial Statement Details -_2
Financial Statement Details - Summary of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 25,134 | $ 35,129 |
Less—accumulated depreciation and amortization | (18,436) | (28,138) |
Property, plant and equipment, net | 6,698 | 6,991 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 247 | 288 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,247 | 2,614 |
Test equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,444 | 23,396 |
Computer equipment and purchased software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,889 | 5,548 |
Product tooling | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 504 | 449 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 677 | 564 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,990 | 2,003 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 136 | $ 267 |
Financial Statement Details - A
Financial Statement Details - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Vehicles and equipment under capital leases, net | $ 1.9 | $ 1.6 |
Vehicles and equipment under capital leases, accumulated depreciation | (2) | (1.5) |
Depreciation and amortization expense | $ 7 | $ 8 |
Financial Statement Details - R
Financial Statement Details - Rental Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 25,134 | $ 35,129 |
Less—accumulated depreciation | (18,436) | (28,138) |
Property, plant and equipment, net | 6,698 | 6,991 |
Rental Assets | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 16,648 | 16,602 |
Less—accumulated depreciation | (10,879) | (9,039) |
Property, plant and equipment, net | $ 5,769 | $ 7,563 |
Financial Statement Details -_3
Financial Statement Details - Summary of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Royalties | $ 1,727 | $ 1,558 |
Payroll and related expenses | 2,415 | 2,870 |
Professional fees | 514 | 1,789 |
Accrued interest | 239 | 239 |
Deferred revenue | 2,048 | 1,823 |
Acquisition-related liabilities | 1,000 | 13,186 |
Other | 5,081 | 6,093 |
Accrued expenses and other current liabilities, total | $ 13,024 | $ 27,558 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Goodwill Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period | $ 37,681 | $ 34,428 |
Effect of change in foreign currency exchange rates | (4,739) | 3,253 |
Balance at end of period | $ 32,942 | $ 37,681 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 52,944 | $ 63,352 |
Accumulated Amortization | (22,101) | (25,473) |
Net Carrying Value | 30,843 | 37,879 |
Total intangible assets, net | $ 31,985 | $ 38,671 |
Developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Life (in years) | 6 years | 5 years 7 months 1 day |
Gross Carrying Value | $ 12,846 | $ 18,332 |
Accumulated Amortization | (7,034) | (9,532) |
Net Carrying Value | $ 5,812 | $ 8,800 |
Trademarks and trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Life (in years) | 10 years | 9 years 4 months 1 day |
Gross Carrying Value | $ 18,034 | $ 24,337 |
Accumulated Amortization | (6,103) | (8,911) |
Net Carrying Value | $ 11,931 | $ 15,426 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Life (in years) | 8 years 5 months | 8 years 2 months 1 day |
Gross Carrying Value | $ 12,368 | $ 13,480 |
Accumulated Amortization | (5,711) | (4,852) |
Net Carrying Value | $ 6,657 | $ 8,628 |
Capitalized software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Life (in years) | 5 years | 5 years 1 day |
Gross Carrying Value | $ 7,221 | $ 6,491 |
Accumulated Amortization | (2,406) | (1,472) |
Net Carrying Value | $ 4,815 | $ 5,019 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Life (in years) | 2 years 4 months 4 days | 2 years 9 months 1 day |
Gross Carrying Value | $ 2,475 | $ 712 |
Accumulated Amortization | (847) | (706) |
Net Carrying Value | 1,628 | 6 |
Other | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 1,142 | $ 792 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 6.7 | $ 6.3 |
Impairment of Intangible Assets (Excluding Goodwill) | 0 | 0.4 |
Capitalized software development costs | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 1.4 | $ 0.9 |
Goodwill and Other Intangible_6
Goodwill and Other Intangible Assets - Schedule of Amortization Expense of FInite-Lived Intangible Assets Expected to be Recognized (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 7,780 | |
2020 | 7,060 | |
2021 | 5,424 | |
2022 | 3,572 | |
2023 | 3,040 | |
Thereafter | 3,967 | |
Net Carrying Value | $ 30,843 | $ 37,879 |
Fair Value Measurement of Ass_3
Fair Value Measurement of Assets and Liabilities - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | ||
Foreign currency exchange forward contracts outstanding | $ 0 | $ 0 |
Net foreign currency transaction gains (losses) | $ (400,000) | $ 200,000 |
Fair Value Measurement of Ass_4
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, 2018USD ($) |
Cash equivalents | |
Total cash equivalents | $ 10,085 |
Level 1 | |
Cash equivalents | |
Total cash equivalents | 10,085 |
Money market funds | |
Cash equivalents | |
Total cash equivalents | 10,085 |
Money market funds | Level 1 | |
Cash equivalents | |
Total cash equivalents | $ 10,085 |
Fair Value Measurement of Ass_5
Fair Value Measurement of Assets and Liabilities - Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Convertible Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Principal | $ 105,125 | $ 105,125 |
Level 3 | Fair Value, Measurements, Nonrecurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Convertible debt, fair value | $ 93,100 | $ 84,800 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Aug. 23, 2017USD ($) | May 08, 2017USD ($) | Jan. 09, 2017USD ($)trading_day$ / sharesshares | Jun. 10, 2015USD ($)$ / shares | Oct. 31, 2014USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Mar. 20, 2017USD ($) | Nov. 17, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt, net | $ 0 | $ 2,035,000 | ||||||||
Long-term debt | $ 152,625,000 | 152,625,000 | ||||||||
Proceeds from term loans | $ 0 | 64,917,000 | ||||||||
Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt issuance cost allocated to equity component | $ 1,300,000 | |||||||||
Debt issuance costs allocated to liability component | 2,600,000 | |||||||||
Effective interest rate | 15.11% | 15.11% | ||||||||
Long-term debt | $ 93,054,000 | $ 93,054,000 | 84,773,000 | |||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity of revolving credit facility | $ 25,000,000 | $ 10,000,000 | $ 48,000,000 | |||||||
Term of debt instrument | 5 years | |||||||||
Absa | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity of revolving credit facility | 1,000,000 | 1,000,000 | ||||||||
Outstanding borrowings under the credit facility | 1,000,000 | 1,000,000 | 1,900,000 | |||||||
Grindrod Bank | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity of revolving credit facility | 600,000 | 600,000 | ||||||||
Outstanding borrowings under the credit facility | $ 400,000 | $ 400,000 | 1,100,000 | |||||||
Prime Rate | Absa | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin on base rate | 0.10% | |||||||||
Interest rate at period end | 10.15% | 10.15% | ||||||||
Prime Rate | Grindrod Bank | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin on base rate | 1.00% | |||||||||
Interest rate at period end | 11.25% | 11.25% | ||||||||
Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt, face amount | $ 20,000,000 | |||||||||
Debt issuance costs | 400,000 | |||||||||
Loss on extinguishment of debt, net | $ 1,700,000 | |||||||||
Proceeds from term loans | 18,000,000 | |||||||||
Unamortized discount | $ 2,000,000 | |||||||||
Term Loan [Member] | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt, face amount | 48,000,000 | |||||||||
Debt issuance costs | 500,000 | |||||||||
Effective interest rate | 13.71% | 13.71% | ||||||||
Long-term debt | $ 45,046,000 | $ 45,046,000 | $ 44,055,000 | |||||||
Proceeds from term loans | 46,900,000 | |||||||||
Unamortized discount | 4,000,000 | |||||||||
Proceeds from issuance of debt, portion funded in cash | $ 35,000,000 | |||||||||
Repayments of debt | $ 500,000 | |||||||||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Margin on base rate | 7.625% | |||||||||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) | Minimum | Secured Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt, stated interest rate | 1.00% | |||||||||
Inseego Notes | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity of revolving credit facility | $ 48,000,000 | |||||||||
Convertible debt, face amount | $ 119,800,000 | |||||||||
Loss on extinguishment of debt, net | $ 300,000 | |||||||||
Convertible debt, stated interest rate | 5.50% | |||||||||
Converted instrument, shares issued (in shares) | shares | 212.7660 | |||||||||
Conversion price ($ per share) | $ / shares | $ 4.70 | |||||||||
Repurchase price as a percentage of principal amount | 100.00% | |||||||||
Minimum principal needed to call debt | 25.00% | |||||||||
Redemption of principal | 100.00% | |||||||||
Company elected remedy in default | 60 days | |||||||||
Interest rate during remedy for default | 0.50% | |||||||||
Convertible, beneficial conversion feature | $ 3,600,000 | |||||||||
Proceeds from issuance of debt, portion funded in repurchase and cancellation of debt | 11,900,000 | |||||||||
Extinguishment of debt, amount | $ 14,900,000 | |||||||||
Inseego Notes | Convertible Debt | Stock price exceeds 130% of conversion price | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold of trading days | trading_day | 20 | |||||||||
Threshold of consecutive trading days | 30 | |||||||||
Threshold percentage of stock price trigger | 130.00% | |||||||||
Inseego Notes | Convertible Debt | Debt trading price below product of stock price and conversion rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold of consecutive trading days | 5 | |||||||||
Threshold percentage of stock price trigger | 98.00% | |||||||||
Number of consecutive business days | 5 | |||||||||
Inseego Notes | Convertible Debt | Stock price exceeds 140% of conversion price | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Threshold of trading days | trading_day | 20 | |||||||||
Threshold of consecutive trading days | 30 | |||||||||
Threshold percentage of stock price trigger | 140.00% | |||||||||
Repurchase price as a percentage of principal amount | 100.00% | |||||||||
Novatel Wireless Notes | Convertible Debt | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Convertible debt, face amount | $ 200,000 | 120,000,000 | ||||||||
Debt issuance costs | $ 3,900,000 | |||||||||
Convertible debt, stated interest rate | 5.50% | |||||||||
Conversion price ($ per share) | $ / shares | $ 5 | |||||||||
Principal exchanged | $ 119,800,000 |
Debt - Components (Details)
Debt - Components (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Net carrying amount | $ 152,625 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Principal | 105,125 | $ 105,125 |
Less: unamortized debt discount and debt issuance costs | (12,071) | (20,352) |
Net carrying amount | 93,054 | 84,773 |
Equity component | 41,905 | 41,905 |
Term Loan [Member] | Secured Debt | ||
Debt Instrument [Line Items] | ||
Principal | 47,500 | 48,000 |
Less: unamortized debt discount and debt issuance costs | (2,454) | (3,945) |
Net carrying amount | $ 45,046 | $ 44,055 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Convertible Debt | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | $ 5,782 | $ 6,310 |
Amortization of debt discount | 7,822 | 8,542 |
Amortization of debt issuance costs | 459 | 502 |
Total interest expense | 14,063 | 15,354 |
Term Loan [Member] | Secured Debt | ||
Debt Instrument [Line Items] | ||
Contractual interest expense | 4,684 | 1,511 |
Amortization of debt discount | 1,331 | 472 |
Amortization of debt issuance costs | 160 | 57 |
Total interest expense | $ 6,175 | $ 2,040 |
Debt - Minimum payments (Detail
Debt - Minimum payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Debt Disclosure [Abstract] | |
2019 | $ 0 |
2020 | 47,750 |
2021 | 0 |
2022 | 104,875 |
2023 | 0 |
Thereafter | 0 |
Total | $ 152,625 |
Income Taxes - Summary of Loss
Income Taxes - Summary of Loss before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (7,335) | $ (40,034) |
Foreign | 7 | (5,592) |
Loss before income taxes | $ (7,328) | $ (45,626) |
Income Taxes - Summary of Provi
Income Taxes - Summary of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
Federal | $ 0 | $ (760) |
State | 35 | 104 |
Foreign | 766 | 551 |
Total current | 801 | (105) |
Deferred: | ||
Federal | 12 | (117) |
State | 0 | 0 |
Foreign | 2 | 436 |
Total deferred | 14 | 319 |
Provision for income taxes | $ 815 | $ 214 |
Income Taxes - Summary of Net D
Income Taxes - Summary of Net Deferred Tax Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Accrued expenses | $ 0 | $ 1,921 |
Provision for excess and obsolete inventory | 2,710 | 2,577 |
Depreciation and amortization | 1,426 | 4,610 |
Interest expense limitation | 2,769 | 0 |
Net operating loss and tax credit carryforwards | 86,385 | 86,966 |
Share-based compensation | 1,218 | 1,034 |
Unrecognized tax benefits | 1,163 | 1,108 |
Deferred tax assets | 95,671 | 98,216 |
Deferred tax liabilities: | ||
Convertible Notes | 0 | (4,353) |
Purchased intangible assets | (4,485) | (6,280) |
Accrued expenses | (1,799) | 0 |
Deferred tax liabilities | (6,284) | (10,633) |
Valuation allowance | (93,844) | (92,844) |
Net deferred tax liabilities | $ (4,457) | $ (5,261) |
Income Taxes - Summary of Pro_2
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, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal tax benefit, at statutory rate | $ (1,555) | $ (15,513) |
State benefit, net of federal benefit | 27 | (211) |
Foreign tax rate difference | 24 | 336 |
Change in tax rate of net deferred tax assets | 0 | (38,772) |
Valuation allowances offsetting tax rate change | 0 | 38,772 |
Valuation allowance against future tax benefits | 2,878 | 16,364 |
Research and development credits | (471) | (244) |
Share-based compensation | 121 | 876 |
Effect of Tax Act | 0 | (971) |
Other | (209) | (423) |
Provision for income taxes | $ 815 | $ 214 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation allowances recognized in the current year | $ 2,900,000 | $ 16,400,000 |
Effect of tax act on valuation allowance | (38,800,000) | |
Effect of tax act on deferred tax assets | (38,800,000) | |
Effect of Tax Act | $ 0 | $ (971,000) |
Statutory federal income tax rate | 21.00% | 34.00% |
Internal Revenue Code related to annual use of operating loss carry forwards | annual use of the Company’s net operating loss and research and development credit carryforwards may be limited in the event a cumulative change in ownership of more than 50% occurs within a rolling three-year period | |
Internal Revenue Code ownership percentage change | 50.00% | |
Income tax benefit recognized related to uncertain tax positions | $ 0 | $ 0 |
Interest expense related to uncertain tax positions | 0 | 0 |
Liability related to unrecognized tax benefits | 0 | $ 0 |
Domestic Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 350,300,000 | |
Net operating loss expiration beginning date | 2021 | |
Research and development tax credit carryforwards | $ 9,400,000 | |
Tax credits expiration beginning date | 2026 | |
California Franchise Tax Board | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 38,900,000 | |
Net operating loss expiration beginning date | 2028 | |
Research and development tax credit carryforwards | $ 10,900,000 | |
Foreign Tax Authority | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 53,100,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Beginning Balance | $ 36,582 | $ 36,291 |
Increases related to current and prior year tax positions | 324 | 291 |
Ending Balance | $ 36,906 | $ 36,582 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | Dec. 31, 2018 | Aug. 06, 2018 | Jan. 22, 2018 | Dec. 31, 2017 |
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 2,000,000 | 2,000,000 | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | ||
Preferred stock, shares outstanding (in shares) | 0 | 0 | ||
Preferred stock, shares issued (in shares) | 0 | 0 | ||
Number of rights issued per common stock (in shares) | 1 | |||
Exercise price per share (in dollars per share) | $ 2.52 | |||
Series D Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Preferred stock, shares authorized (in shares) | 150,000 | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | |||
Exercise price per share (in dollars per share) | $ 10 | |||
Number of preferred shares issued from exercise of right (in shares) | 0.001 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Common Shares Reserved for Future Issuance (Detail) - shares | Dec. 31, 2018 | Dec. 31, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved for issuance (in shares) | 61,708,149 | 56,805,733 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved for issuance (in shares) | 8,796,212 | 6,566,483 |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved for issuance (in shares) | 454,382 | 1,055,977 |
Convertible Notes | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved for issuance (in shares) | 40,649,225 | 40,649,225 |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance or purchase (in shares) | 825,537 | 857,638 |
Common stock warrants outstanding | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total shares of common stock reserved for issuance (in shares) | 5,815,283 | 1,886,630 |
2015 Incentive Compensation Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance or purchase (in shares) | 1,943,085 | 1,973,537 |
2018 Omnibus Incentive Compensation Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance or purchase (in shares) | 3,224,425 | 3,816,243 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares issued upon the exercise of stock options | 1,611,731 | 146,039 |
Share-based compensation expense | $ 4,876 | $ 3,748 |
Shares issued under the ESPP | 282,101 | 232,038 |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expiration period of stock options granted | 10 years | |
Weighted-average fair value of stock option awards granted (per share) | $ 1.56 | $ 0.89 |
Intrinsic value of stock options exercised during period | $ 2,400 | $ 100 |
Unrecognized share-based compensation expense related to non-vested stock options | $ 5,500 | |
Expected recognition period | 2 years 10 months 1 day | |
Share-based compensation expense | $ 2,500 | 2,300 |
Stock Options | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Stock Options | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected recognition period | 1 year 6 months 28 days | |
Share-based compensation expense | $ 2,200 | $ 1,300 |
Weighted-average grant-date fair value of RSUs granted (per share) | $ 2.01 | $ 1.83 |
Total vest date fair value of RSUs vested | $ 2,100 | $ 3,000 |
Unrecognized share-based compensation expense related to non-vested RSUs | $ 500 | |
Restricted Stock Units | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock Units | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 4 years | |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized under the plan | 5,324,000 | |
Share-based compensation expense | $ 200 | $ 100 |
Percentage of lower limit value of common stock | 85.00% | |
Purchase period duration | 6 months | |
Maximum limit of payroll deductions (percent) | 10.00% | |
2015 Incentive Compensation Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized under the plan | 4,000,000 | |
2018 Omnibus Incentive Compensation Plan | Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized under the plan | 18,523,000 |
Share-based Compensation - Summ
Share-based Compensation - Summary of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 4,876 | $ 3,748 |
Cost of revenues | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 390 | 182 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 1,017 | 749 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 970 | 747 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | 2,499 | 1,901 |
Restructuring charges | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Share-based compensation expense | $ 0 | $ 169 |
Share-based Compensation - Shar
Share-based Compensation - Share-based Compensation Fair Value Assumptions (Detail) - 2018 Omnibus Incentive Compensation Plan - Stock Options | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 2.80% | 1.80% |
Volatility rate | 84.00% | 108.00% |
Expected term (in years) | 5 years 9 months | 5 years |
Share-based Compensation - Su_2
Share-based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Stock Options Outstanding | ||
Outstanding — beginning of period | 6,566,483 | |
Granted | 5,106,892 | |
Exercised | (1,611,731) | (146,039) |
Canceled | (1,265,432) | |
Outstanding — end of period | 8,796,212 | 6,566,483 |
Vested and Expected to Vest — December 31, 2018 | 7,407,752 | |
Exercisable — December 31, 2018 | 2,748,498 | |
Weighted-Average Exercise Price Per Option | ||
Outstanding — beginning of period | $ 1.77 | |
Granted | 2.18 | |
Exercised | 1.25 | |
Canceled | 1.80 | |
Outstanding — end of period | 2.10 | $ 1.77 |
Vested and Expected to Vest — December 31, 2018 | 2.10 | |
Exercisable — December 31, 2018 | $ 2.30 | |
Weighted-Average Remaining Contractual Term (Years), Options Outstanding | 8 years 5 months 10 days | |
Weighted-Average Remaining Contractual Term (Years), Options Vested and Expected to Vest | 8 years 3 months 1 day | |
Weighted-Average Remaining Contractual Term (Years), Options Exercisable | 6 years 5 months 16 days | |
Aggregate Intrinsic Value, Options Outstanding | $ 19,124 | |
Aggregate Intrinsic Value, Options Vested and Expected to Vest | 16,269 | |
Aggregate Intrinsic Value, Options Exercisable | $ 6,145 |
Share-based Compensation - Su_3
Share-based Compensation - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | 1,055,977 | |
Granted | 966,747 | |
Vested | (1,110,138) | |
Forfeited | (458,204) | |
Non-vested — end of period | 454,382 | 1,055,977 |
Weighted-Average Grant-Date Fair Value | ||
Non-vested — beginning of period | $ 2.06 | |
Granted | 2.01 | $ 1.83 |
Vested | 1.96 | |
Forfeited | 2.07 | |
Non-vested — end of period | $ 2.17 | $ 2.06 |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Detail) | 12 Months Ended |
Dec. 31, 2018shares | |
Earnings Per Share [Abstract] | |
Anti-dilutive shares | 38,152,087 |
Earnings Per Share - Earnings P
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Earnings Per Share [Abstract] | ||||||||||
Net income (loss) attributable to Inseego Corp. | $ (4,191) | $ 10,843 | $ (6,660) | $ (8,050) | $ (3,822) | $ (13,789) | $ (12,024) | $ (16,100) | $ (8,058) | $ (45,735) |
Weighted-average common shares outstanding, basic and diluted (in shares) | 66,104,376 | 58,718,483 | ||||||||
Net loss per share, basic and diluted (in dollars per share) | $ (0.06) | $ (0.23) | $ (0.21) | $ (0.28) | $ (0.12) | $ (0.78) |
Private Placement - Narrative (
Private Placement - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 06, 2018 | Dec. 31, 2018 | Dec. 31, 2017 |
Equity [Abstract] | |||
Number of shares issued (in shares) | 12,062,000 | ||
Number of additional shares from warrants (in shares) | 4,221,700 | ||
Gross proceeds | $ 19,700 | ||
Initial exercise price of warrants (in dollars per share) | $ 2.52 | ||
Stock issuance costs | $ 500 | $ 500 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Capital lease payments (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 1,137 |
2020 | 476 |
2021 | 165 |
2022 | 94 |
2023 | 10 |
Thereafter | 0 |
Total minimum capital lease payments | 1,882 |
Less: amounts representing interest | (181) |
Present value of net minimum capital lease payments | 1,701 |
Less: current portion | 1,000 |
Long-term portion | $ 700 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 26, 2018 | Mar. 15, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Loss Contingencies [Line Items] | ||||
Rental expense under operating leases | $ 2,100 | $ 2,700 | ||
Payment of tariffs to be made from unfavorable ruling | 3,700 | |||
Amount award to other party | $ 1,000 | |||
Stock issued during period, litigation settlement (in shares) | 500,000 | |||
Additional amount awarded to other party, within 12 months | $ 1,000 | |||
Additional amount awarded to other party, within 24 months | $ 1,000 | |||
Extinguishment of acquisition-related liabilities | 17,174 | $ 0 | ||
Contingent consideration, liability, current | 1,000 | |||
Contingent consideration, liability, noncurrent | $ 1,000 | |||
Former stockholders of RER | ||||
Loss Contingencies [Line Items] | ||||
Stock issued during period, shares, acquisitions (in shares) | 973,333 |
Commitments and Contingencies_3
Commitments and Contingencies - Summary of Minimum Future Lease Payments under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2019 | $ 2,666 |
2020 | 1,382 |
2021 | 645 |
2022 | 341 |
2023 | 95 |
Thereafter | 0 |
Total | $ 5,129 |
Geographic Information and Co_3
Geographic Information and Concentrations of Risk - Schedule of Geographic Concentration of Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | $ 162,256 | $ 158,207 |
United States and Canada | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | 79,809 | 65,208 |
South Africa | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | 56,937 | 68,186 |
Other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Assets by Geographic Concentration, Total | $ 25,510 | $ 24,813 |
Geographic Information and Co_4
Geographic Information and Concentrations of Risk - Schedule of Geographic Concentration of Net Revenues (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Net revenues | $ 56,043 | $ 50,630 | $ 49,057 | $ 46,733 | $ 46,534 | $ 57,461 | $ 59,913 | $ 55,389 | $ 202,463 | $ 219,297 |
United States and Canada | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Net revenues | 139,246 | 156,661 | ||||||||
South Africa | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Net revenues | 38,608 | 39,182 | ||||||||
Other | ||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||
Net revenues | $ 24,609 | $ 23,454 |
Geographic Information and Co_5
Geographic Information and Concentrations of Risk - Additional Information (Detail) - Customer Concentration | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Net Revenues | Customer One | ||
Segment Reporting Information [Line Items] | ||
Concentration percentage | 48.80% | 51.20% |
Accounts Receivable | Customer One | ||
Segment Reporting Information [Line Items] | ||
Concentration percentage | 30.50% | 23.90% |
Accounts Receivable | Customer Two | ||
Segment Reporting Information [Line Items] | ||
Concentration percentage | 12.80% |
Retirement Savings Plan - Addit
Retirement Savings Plan - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 0.4 | $ 0.5 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring liability, current | $ 400 | |
Restructuring liability, long-term | 200 | |
Impairment of abandoned product line, net of recoveries | 355 | $ (269) |
2015 Initiatives | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected costs | 6,100 | |
2017 Initiatives | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected costs | 4,400 | |
2018 Initiatives | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected costs | $ 1,000 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Liability (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | $ 1,534 |
Costs Incurred | 1,191 |
Payments | (2,068) |
Translation Adjustment | (23) |
Ending Balance | 634 |
Cumulative Costs Incurred to Date | 11,339 |
2015 Initiatives | Employee Severance Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Costs Incurred | 0 |
Payments | 0 |
Translation Adjustment | 0 |
Ending Balance | 0 |
Cumulative Costs Incurred to Date | 4,131 |
2015 Initiatives | Facility Exit Related Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 981 |
Costs Incurred | 114 |
Payments | (461) |
Translation Adjustment | 0 |
Ending Balance | 634 |
Cumulative Costs Incurred to Date | 1,842 |
2017 Initiatives | Employee Severance Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 287 |
Costs Incurred | 61 |
Payments | (359) |
Translation Adjustment | 11 |
Ending Balance | 0 |
Cumulative Costs Incurred to Date | 3,412 |
2017 Initiatives | Facility Exit Related Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 106 |
Costs Incurred | 2 |
Payments | (108) |
Translation Adjustment | 0 |
Ending Balance | 0 |
Cumulative Costs Incurred to Date | 285 |
2017 Initiatives | Other Related Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 160 |
Costs Incurred | 20 |
Payments | (180) |
Translation Adjustment | 0 |
Ending Balance | 0 |
Cumulative Costs Incurred to Date | 675 |
2018 Initiatives | Employee Severance Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning Balance | 0 |
Costs Incurred | 994 |
Payments | (960) |
Translation Adjustment | (34) |
Ending Balance | 0 |
Cumulative Costs Incurred to Date | $ 994 |
Quarterly Financial Informati_3
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, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | ||||||||||
Net revenues | $ 56,043 | $ 50,630 | $ 49,057 | $ 46,733 | $ 46,534 | $ 57,461 | $ 59,913 | $ 55,389 | $ 202,463 | $ 219,297 |
Gross profit | 19,793 | 17,604 | 17,657 | 15,543 | 17,548 | 16,372 | 17,229 | 16,186 | 70,597 | 67,335 |
Net income (loss) attributable to Inseego Corp. | $ (4,191) | $ 10,843 | $ (6,660) | $ (8,050) | $ (3,822) | $ (13,789) | $ (12,024) | $ (16,100) | $ (8,058) | $ (45,735) |
Basic net income (loss) per share (in dollars per share) | $ (0.06) | $ 0.16 | $ (0.11) | $ (0.13) | ||||||
Diluted net income (loss) per share (in dollars per share) | $ (0.06) | $ 0.15 | $ (0.11) | $ (0.13) | ||||||
Net loss per share, basic and diluted (in dollars per share) | $ (0.06) | $ (0.23) | $ (0.21) | $ (0.28) | $ (0.12) | $ (0.78) |