SEC Comment Letter for INSEEGO CORP. (INSG) (CIK 0001022652) (INSG) — Oct 2, 2007
INSEEGO CORP. (INSG) (CIK 0001022652)
Date: Oct. 2, 2007 · CIK: 0001022652 · Accession: 0000000000-07-048056
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-31659
Letter
Mail Stop 4561 via fax (858) 812-3411 August 23 2007 Dan L. Halvorson CFO and Treasurer Novatel Wireless, Inc. 9645 Scranton Road Suite 205 San Diego, CA 92121
Re: Novatel Wireless, Inc. Form 10-K for the Fiscal Year Ended December 31, 2006 Filed on March 16, 2007 Form 8-Ks Filed on May 1, 2007 and August 6, 2007 File No. 000-31659
Dear Mr. Halvorson:
We have reviewed your response lett er dated August 6, 2007 and have the following comment. Where in dicated, we think you should revise your document in response to these comments. If you disagree, we will consider your explanation as to why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as necessary in your explanati on. In our comment, we ask you to provide us with information so we may better understand your disclosure. After reviewing this information, we may raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-Ks Filed May 1, 2007 and August 6, 2007 1. We note your response to our prior co mment no. 5 where you indicate that you will revise your disclosure in future fili ngs to comply with Item 10(e)(1)(i)(C) and (D) of Regulation S-K and Question 8 of the related Frequently Asked Questions Regarding Use of Non-GAAP Financial Measures (FAQ). We note, however, that you did not make any revisions to the Company’s August 6, 2007 Form 8-K as the disclosures regarding “Use of non-GAAP Financial Measures” mirror the disclosures in your May 1, 2007 Form 8-K, wh ich were the subject of our original
Dan L. Halvorson Novatel Wireless, Inc. August 23, 2007 Page 2 comment. It is not evident from your current disclosures why stock-based compensation expense would not impact ongoing operations as compensation expense is necessary to conduct your core operations. Thus, we are reissuing this comment. Tell us how you considered Qu estion 8 of FAQ Regarding the Use of Non-GAAP Financial Measures to include the following disclosures for each of your non-GAAP measures (i.e., non-GAAP income and non-GAAP EPS): • the manner in which management uses the non-GAAP measure to conduct or evaluate its business; • the economic substance behind management 's decision to use such a measure; • the material limitations associated with use of the non-GAAP financial measure as compared to the use of the most directly comparable GAAP financial measure; • the manner in which management compensates for these limitations when using the non-GAAP financial measure; and • the substantive reasons why manageme nt believes the non-GAAP financial measure provides useful in formation to investors. Also, tell us why you did not include the reconciliation for Q2’07 non-GAAP net income and Q2’07 EPS in your Form 8-K filed on August 6, 2007. Supplementally provide your proposed revi sed disclosures with your response.
As appropriate, please amend your filing and respond to this comment within 10 business days or tell us when you will provi de us with a response. Please submit all correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. You may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cove r letter with any amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comment.
You may contact Kari Jin, Staff Accountant, at (202) 551-3481 or me at (202) 551-3730 if you have questions regarding this comment.
S i n c e r e l y , Kathleen Collins A c c o u n t i n g B r a n c h C h i e f
Show Raw Text
Mail Stop 4561
via fax (858) 812-3411
August 23 2007
Dan L. Halvorson
CFO and Treasurer
Novatel Wireless, Inc.
9645 Scranton Road
Suite 205
San Diego, CA 92121
Re: Novatel Wireless, Inc.
Form 10-K for the Fiscal Year Ended December 31, 2006
Filed on March 16, 2007
Form 8-Ks Filed on May 1, 2007 and August 6, 2007
File No. 000-31659
Dear Mr. Halvorson:
We have reviewed your response lett er dated August 6, 2007 and have the
following comment. Where in dicated, we think you should revise your document in
response to these comments. If you disagree, we will consider your explanation as to
why our comment is inapplicable or a revisi on is unnecessary. Please be as detailed as
necessary in your explanati on. In our comment, we ask you to provide us with
information so we may better understand your disclosure. After reviewing this
information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We
welcome any questions you may have about our comments or any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Form 8-Ks Filed May 1, 2007 and August 6, 2007
1. We note your response to our prior co mment no. 5 where you indicate that you
will revise your disclosure in future fili ngs to comply with Item 10(e)(1)(i)(C) and
(D) of Regulation S-K and Question 8 of the related Frequently Asked Questions
Regarding Use of Non-GAAP Financial Measures (FAQ). We note, however,
that you did not make any revisions to the Company’s August 6, 2007 Form 8-K
as the disclosures regarding “Use of non-GAAP Financial Measures” mirror the
disclosures in your May 1, 2007 Form 8-K, wh ich were the subject of our original
Dan L. Halvorson
Novatel Wireless, Inc.
August 23, 2007 Page 2
comment. It is not evident from your current disclosures why stock-based
compensation expense would not impact ongoing operations as compensation expense is necessary to conduct your core operations. Thus, we are reissuing this
comment. Tell us how you considered Qu estion 8 of FAQ Regarding the Use of
Non-GAAP Financial Measures to include the following disclosures for each of
your non-GAAP measures (i.e., non-GAAP income and non-GAAP EPS):
• the manner in which management uses the non-GAAP measure to conduct or
evaluate its business;
• the economic substance behind management 's decision to use such a measure;
• the material limitations associated with use of the non-GAAP financial
measure as compared to the use of the most directly comparable GAAP
financial measure;
• the manner in which management compensates for these limitations when
using the non-GAAP financial measure; and
• the substantive reasons why manageme nt believes the non-GAAP financial
measure provides useful in formation to investors.
Also, tell us why you did not include the reconciliation for Q2’07 non-GAAP net
income and Q2’07 EPS in your Form 8-K filed on August 6, 2007.
Supplementally provide your proposed revi sed disclosures with your response.
As appropriate, please amend your filing and respond to this comment within 10
business days or tell us when you will provi de us with a response. Please submit all
correspondence and supplemental materials on EDGAR as required by Rule 101 of Regulation S-T. You may wish to provide us with marked copies of any amendment to expedite our review. Please furnish a cove r letter with any amendment that keys your
responses to our comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we may have additional comments after reviewing any amendment and your responses to our comment.
You may contact Kari Jin, Staff Accountant, at (202) 551-3481 or me at (202)
551-3730 if you have questions regarding this comment.
S i n c e r e l y ,
Kathleen Collins
A c c o u n t i n g B r a n c h C h i e f