SEC Comment Letter 0000000000-24-003844 to INSEEGO CORP. (INSG)
INSEEGO CORP.
Date: April 9, 2024 · CIK: 0001022652 · Accession: 0000000000-24-003844
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-38358
Letter
United States securities and exchange commission logo April 9, 2024 Steven Gatoff Chief Financial Officer Inseego Corp. 9710 Scranton Road, Suite 200 San Diego, CA 92121 Re:Inseego Corp. Form 10-K for the Fiscal Year Ended December 31, 2023 Form 8-K filed February 21, 2024 File No. 001-38358 Dear Steven Gatoff: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K filed on February 21, 2024 Exhibit 99.1, page 1 1.We note you present the non-GAAP measure, Adjusted EBITDA, but do not present the most directly comparable GAAP measure, Net loss, with equal or greater prominence. For each non-GAAP financial measure you present, please present the most directly comparable GAAP measure with equal or greater prominence as required by Item 10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. 2.We note you present several non-GAAP measures that include adjustments for "inventory adjustment - E&O and contract manufacturer liability" and "write-off of capitalized inventory fees". It appears these non-GAAP adjustments related to inventory represent normal operating expenses necessary to operate your business and are not consistent with the guidance in Question 100.01 of the Division of Corporation Finance's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please
FirstName LastNameSteven Gatoff Comapany NameInseego Corp. April 9, 2024 Page 2 FirstName LastName Steven Gatoff Inseego Corp. April 9, 2024 Page 2 revise future filings to no longer exclude these adjustments from any non-GAAP performance measure or explain why you believe the adjustments are appropriate.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-3709 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
April 9, 2024
Steven Gatoff
Chief Financial Officer
Inseego Corp.
9710 Scranton Road, Suite 200
San Diego, CA 92121
Re:Inseego Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 8-K filed February 21, 2024
File No. 001-38358
Dear Steven Gatoff:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K filed on February 21, 2024
Exhibit 99.1, page 1
1.We note you present the non-GAAP measure, Adjusted EBITDA, but do not present the
most directly comparable GAAP measure, Net loss, with equal or greater prominence.
For each non-GAAP financial measure you present, please present the most
directly comparable GAAP measure with equal or greater prominence as required by Item
10(e)(1)(i)(A) of Regulation S-K and Question 102.10 of the Division of
Corporation Finance’s Compliance & Disclosure Interpretations on Non-GAAP Financial
Measures.
2.We note you present several non-GAAP measures that include adjustments for "inventory
adjustment - E&O and contract manufacturer liability" and "write-off of capitalized
inventory fees". It appears these non-GAAP adjustments related to inventory represent
normal operating expenses necessary to operate your business and are not consistent
with the guidance in Question 100.01 of the Division of Corporation Finance's
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. Please
FirstName LastNameSteven Gatoff
Comapany NameInseego Corp.
April 9, 2024 Page 2
FirstName LastName
Steven Gatoff
Inseego Corp.
April 9, 2024
Page 2
revise future filings to no longer exclude these adjustments from any non-GAAP
performance measure or explain why you believe the adjustments are appropriate.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing