Forward Looking Statements



This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and
Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). You should not place undue reliance on these statements. These
forward-looking statements include statements that reflect the views of our
senior management with respect to our current expectations, assumptions,
estimates and projections about Inseego and our industry. These forward-looking
statements speak only as of the date of this report. We disclaim any undertaking
to publicly update or revise any forward-looking statements contained herein to
reflect any change in our expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.
Statements that include the words "may," "could," "should," "would," "estimate,"
"anticipate," "believe," "expect," "preliminary," "intend," "plan," "project,"
"outlook," "will" and similar words and phrases identify forward-looking
statements. Forward-looking statements address matters that involve risks and
uncertainties that could cause actual results to differ materially from those
anticipated in these forward-looking statements as of the date of this report.
We believe that these factors include those related to:

•our ability to compete in the market for wireless broadband data access products, wireless modem products, and asset management, monitoring, telematics, vehicle tracking and fleet management products;

•our ability to develop and introduce new products and services successfully;

•our ability to meet the price and performance standards of the evolving 5G New Radio ("5G NR") products and technologies;

•our ability to expand our customer reach/reduce customer concentration;

•our ability to grow the Internet of Things ("IoT") and mobile portfolio outside of North America;

•our ability to grow our Ctrack/asset tracking solutions within North America;

•our dependence on a small number of customers for a substantial portion of our revenues;

•our ability to make scheduled payments on, or to refinance our indebtedness, including our convertible notes obligations;

•our ability to introduce and sell new products that comply with current and evolving industry standards and government regulations;

•our ability to develop and maintain strategic relationships to expand into new markets;

•our ability to properly manage the growth of our business to avoid significant strains on our management and operations and disruptions to our business;

•our reliance on third parties to manufacture our products;

•our contract manufacturer's ability to secure necessary supply to build our devices;

•increases in costs, disruption of supply or the shortage of semiconductors or other key components of our products;

•our ability to mitigate the impact of tariffs or other government-imposed sanctions;

•our ability to accurately forecast customer demand and order the manufacture and timely delivery of sufficient product quantities;

•our reliance on sole source suppliers for some products and devices used in our solutions;

•the continuing impact of uncertain global economic conditions on the demand for our products;

•the impact of geopolitical instability on our business, including the current conflict between Russia and Ukraine;



•the emergence of global public health emergencies, such as the outbreak of the
2019 novel coronavirus (2019-nCoV), known as "COVID-19", which could extend lead
times in our supply chain and lengthen sales cycles with our customers;

•direct and indirect effects of COVID-19 on our employees, customers and supply chain and the economy and financial markets;

•the impact of high inflation and rising interest rates;

•our ability to be cost competitive while meeting time-to-market requirements for our customers;


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•our ability to meet the product performance needs of our customers in wireless broadband data access in industrial IoT ("IIoT") markets;

•demand for fleet, vehicle and asset management software-as-a-service ("SaaS") telematics solutions;

•our dependence on wireless telecommunication operators delivering acceptable wireless services;

•the outcome of any pending or future litigation, including intellectual property litigation;

•infringement claims with respect to intellectual property contained in our solutions;

•our continued ability to license necessary third-party technology for the development and sale of our solutions;

•the introduction of new products that could contain errors or defects;

•conducting business abroad, including foreign currency risks;

•the pace of 5G wireless network rollouts globally and their adoption by customers;

•our ability to make focused investments in research and development; and

•our ability to hire, retain and manage additional qualified personnel to maintain and expand our business.



The foregoing factors should not be construed as exhaustive and should be read
together with the other cautionary statements included in this and other reports
we file with or furnish to the Securities and Exchange Commission ("SEC"),
including the information in "Item 1A. Risk Factors" included in Part I of our
Annual Report on Form 10-K for the year ended December 31, 2022 (the "Form
10-K"). If one or more events related to these or other risks or uncertainties
materialize, or if our underlying assumptions prove to be incorrect, actual
results may differ materially from what we anticipate. As used in this report on
Form 10-Q, unless the context otherwise requires, the terms "we," "us," "our,"
the "Company" and "Inseego" refer to Inseego Corp., a Delaware corporation, and
its wholly-owned subsidiaries.

Trademarks



"Inseego", "Inseego Subscribe", "Inseego Manage", "Inseego Secure", "Inseego
Vision", the Inseego logo, "MiFi", "MiFi Intelligent Mobile Hotspot",
"Wavemaker", "Clarity", and "Skyus" are trademarks or registered trademarks of
Inseego and its subsidiaries. Other trademarks, trade names or service marks
used in this report are the property of their respective owners.


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The following information should be read in conjunction with the condensed
consolidated financial statements and the accompanying notes included in Part I,
Item 1 of this report, as well as the annual consolidated financial statements
and accompanying notes and Management's Discussion and Analysis of Financial
Condition and Results of Operations for the year ended December 31, 2022,
contained in our Form 10-K.

Business Overview

Inseego Corp. is a leader in the design and development of cloud-managed 5G
wireless wide area network (WWAN) and intelligent edge solutions. Our portfolio
is comprised of secure, high-performance, cloud-managed fixed and mobile WWAN
modems, routers, and gateways; enterprise networking software-defined edge ("SD
EDGE") solutions powered by our 5G WWAN portfolio that secures and prioritizes
corporate network traffic; and intelligent edge and telematics solutions with
built-in artificial intelligence ("AI") technology, created to improve business
outcomes. All of these products and solutions are designed and developed in the
U.S. and are used in mission-critical applications requiring the highest levels
of security and zero unscheduled downtime. These solutions support business
applications such as enterprise networking, software-defined wide area network
("SD-WAN") failover management, asset tracking, edge computing, artificial
intelligence, fleet management, and other services.

We have been at the forefront of the ways in which the world stays connected and
accesses information, protects, and derives intelligence from that information.
With multiple first-to-market innovations across a number of wireless
technologies, including 5G, and a strong and growing portfolio of hardware and
software innovations for IIoT solutions, Inseego has been advancing technology
and driving industry transformations for over 30 years. It is this proven
expertise, commitment to quality, obsession with innovation and a relentless
focus on execution that makes us a preferred global partner of service
providers, distributors, value-added resellers, system integrators, and
enterprises worldwide.

Our Sources of Revenue



We provide intelligent, cloud-managed wireless 4G and 5G hardware products for
the worldwide mobile communications and IIoT markets. Our hardware products
address multiple vertical markets including private LTE/5G networks, the First
Responders Network Authority/Firstnet, SD-WAN, telematics, remote monitoring and
surveillance, and fixed wireless access and mobile broadband devices. Our broad
range of products principally includes intelligent 4G and 5G fixed wireless
routers and gateways, mobile hotspots, wireless gateways and routers for IIoT
applications, Gb speed 4G LTE hotspots and 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/manage their hardware remotely. Our products currently operate on
most major global cellular wireless networks. Our mobile hotspots sold under the
MiFi brand have been sold to millions of end users, and provide subscribers with
secure and convenient high-speed access to corporate, public and personal
information through the Internet and enterprise networks. Our wireless
standalone and USB modems and gateways allow us to address the rapidly growing
and underpenetrated IoT market segments. Our telematics and mobile asset
tracking hardware devices collect and control critical vehicle data and driver
behaviors, and can reliably deliver that information to the cloud, all managed
by our services enablement platforms.

Our MiFi customer base is comprised of wireless operators to whom we provide
intelligent fixed and mobile wireless devices. These wireless operators include
Verizon Wireless, T-Mobile and U.S. Cellular in the United States, Rogers and
Telus in Canada, Telstra in Australia, as well as other international wireless
operators, distributors and various companies in other vertical markets and
geographies.

We sell our 5G WWAN solutions, integrated telematics and mobile tracking
hardware devices through our direct sales force, value-added resellers and
through distributors. The customer base for our products is comprised of
transportation companies, industrial enterprises, retailers, manufacturers,
application service providers, system integrators and distributors in various
industries, including fleet and vehicle transportation, aviation ground service
management, energy and industrial automation, security and safety, medical
monitoring and government. Integrated telematics and asset tracking devices are
provided as part of our integrated SaaS solutions.

We sell SaaS, software and services solutions across multiple vertical markets,
including fleet management, vehicle telematics, stolen vehicle recovery, asset
tracking, monitoring, business connectivity and subscription management. Our
SaaS delivery platforms include our telematics and asset tracking and management
platforms, which provide fleet, vehicle, aviation, municipalities, healthcare,
utilities asset and other telematics applications. Our SaaS platforms are
device-agnostic and provide a standardized, scalable way to order, connect and
manage remote assets and to improve business operations. The platforms are
flexible and support both on-premise server or cloud-based deployments and are
the basis for the delivery of a wide range of IoT services in multiple
industries.

We classify our revenues from the sale of our 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. .

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Factors Which May Influence Future Results of Operations

Net Revenues. We believe that our future net revenues may be influenced by a number of factors including:

•economic environment and related market conditions such as inflation;

•increased competition from other fleet and vehicle telematics solutions, as well as suppliers of emerging devices that contain wireless data access or device management features;

•acceptance of our products by new vertical markets;

•growth in the aviation ground vertical;

•rate of change to new products;

•deployment of 5G infrastructure equipment;

•adoption of 5G end point products;

•competition in the area of 5G technology;

•our contract manufacturer's ability to secure necessary supply to of semiconductors and other key components to build our devices;

•product pricing;

•the impact of the COVID-19 pandemic on our business; and

•changes in technologies.

Our revenues are also significantly dependent upon the availability of materials and components used in our hardware products.



We have made significant investments in additional products and services,
including SaaS and additional service offerings, industrial IoT hardware and
services, and other mobile and fixed wireless devices targeting the emerging 5G
market. We continue to develop and maintain strategic relationships with service
providers and other wireless industry leaders such as Verizon Wireless,
T-Mobile, and Qualcomm. Through strategic relationships, we have been able to
maintain market penetration by leveraging the resources of our channel partners,
including their access to distribution resources, increased sales opportunities
and market opportunities.

The demand environment for our 5G products during the three months ended
March 31, 2023 was consistent with our expectations. However, we have recently
experienced lower sales of LTE gigabit hotspots within IoT & Mobile Solutions as
COVID-19 pandemic demand has eased. The macroeconomic environment continues to
remain uncertain and the demand for our products in prior years may not be
sustainable for the long term. We will continue to monitor the implications of
the COVID-19 pandemic on our business, as well as our customers' and suppliers'
businesses.

Cost of Net Revenues. Cost of net revenues includes all costs associated with
our contract manufacturers, distribution, fulfillment and repair services,
delivery of SaaS services, warranty costs, amortization of intangible assets,
royalties, operations overhead, costs associated with cancellation of purchase
orders and costs related to outside services. Also included in cost of net
revenues are costs related to inventory adjustments, as well as any write downs
for excess and obsolete inventory and abandoned product lines. Inventory
adjustments are impacted primarily by demand for our products, which is
influenced by the factors discussed above. The inflationary pressures impacting
the global supply chain could potentially increase the cost of net revenues in
the current and future years.

Operating Costs and Expenses. Our operating costs consist of three primary categories: research and development, sales and marketing, and general and administrative costs.



Research and development is at the core of our ability to produce innovative,
leading-edge products. These expenses consist primarily of engineers and
technicians who design and test our highly complex products and the procurement
of testing and certification services.

Sales and marketing expenses consist primarily of our sales force and
product-marketing professionals. In order to maintain strong sales
relationships, we provide co-marketing, trade show support and product training.
We are also engaged in a wide variety of marketing activities, such as awareness
and lead generation programs as well as product marketing. Other marketing
initiatives include public relations, seminars and co-branding with partners.

General and administrative expenses include primarily corporate functions such
as accounting, human resources, legal, administrative support and professional
fees. This category also includes the expenses needed to operate as a
publicly-traded company, including compliance with the Sarbanes-Oxley Act of
2002, as amended, SEC filings, stock exchange fees and investor relations
expense. Although general and administrative expenses are not directly related
to revenue levels, certain expenses, such as legal expenses and provisions for
bad debts, may cause significant volatility in future general and administrative
expenses, which may, in turn, impact net revenue levels.

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As part of our business strategy, we may review acquisition or divestiture
opportunities that we believe would be advantageous or complementary to the
development of our business. Given our current cash position and recent losses,
any additional acquisitions we make would likely involve issuing stock or
drawing on our revolving credit facility in order to provide the purchase
consideration for the acquisitions. If we make any additional acquisitions, we
may incur substantial expenditures in conjunction with the acquisition process
and the subsequent assimilation of any acquired business, products, technologies
or personnel.

Critical Accounting Policies and Estimates



In the notes to our consolidated financial statements and in "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" included in our Form 10-K, we have disclosed those accounting
policies that we consider to be significant in determining our results of
operations and financial condition. There have been no material changes to those
policies that we consider to be significant since the filing of our Form 10-K.
The accounting principles used in preparing our unaudited condensed consolidated
financial statements conform in all material respects to accounting principles
generally accepted in the U.S.

Results of Operations

Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022

Net revenues. Net revenues for the three months ended March 31, 2023 were $50.8 million, compared to $61.4 million for the same period in 2022.



The following table summarizes net revenues by our two product categories (in
thousands):

                                    Three Months Ended
                                        March 31,                      Change
Product Category                    2023           2022            $             %
IoT & Mobile Solutions          $   43,627      $ 54,505      $ (10,878)      (20.0) %
Enterprise SaaS Solutions            7,167         6,879            288         4.2
Total                           $   50,794      $ 61,384      $ (10,590)      (17.3)


IoT & Mobile Solutions. The $10.9 million decrease in IoT & Mobile Solutions net
revenues over the same period in 2022 is primarily due to decreases in our
carrier offerings and lower sales of LTE gigabit hotspots as the COVID-19
pandemic demand eased, partially offset by sales of our second-generation and
fourth-generation 5G hotspot related to our MiFi business (launched in later
part of 2022) and subscriber growth in our Enterprise and Inseego Subscribe
businesses.

Enterprise SaaS Solutions. The $0.3 million increase in Enterprise SaaS
Solutions net revenues over the same period in 2022 is primarily due to increase
in Enterprise SaaS Solutions net revenue throughout the rest of the world as a
result of the lifting of COVID-19 related installation restrictions in place
during fiscal 2022.

Cost of net revenues. Cost of net revenues for the three months ended March 31,
2023 was $32.6 million, or 64.2% of net revenues, compared to $46.1 million, or
75.2% of net revenues, for the same period in 2022.

The following table summarizes cost of net revenues by our two product
categories (in thousands):

                                    Three Months Ended
                                        March 31,                      Change
Product Category                    2023           2022            $             %
IoT & Mobile Solutions          $   29,662      $ 42,903      $ (13,241)      (30.9) %
Enterprise SaaS Solutions            2,945         3,233           (288)       (8.9)

Total                           $   32,607      $ 46,136      $ (13,529)      (29.3)


IoT & Mobile Solutions. The $13.2 million decrease in IoT & Mobile Solutions
cost of net revenues over the same period in 2022 is primarily is a result of
lower sales of LTE gigabit hotspots.

Enterprise SaaS Solutions. The $0.3 million decrease in Enterprise SaaS
Solutions cost of net revenues over the same period in 2022 is primarily due to
reduced costs associated with providing our recurring rental and subscription
services.

Gross profit. Gross profit for the three months ended March 31, 2023 was
$18.2 million, or a gross margin of 35.8%, compared to $15.2 million, or a gross
margin of 24.8%, for the same period in 2022. The increase in gross profit is
primarily due an increase in revenue from Enterprise SaaS Solutions as well as
various initiatives to improve efficiencies in production.

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Operating costs and expenses. The following table summarizes operating costs and
expenses (in thousands):

                                                          Three Months Ended March 31,                    Change
Operating costs and expenses                                 2023              2022                $                  %
Research and development                                 $   8,154          $ 18,560          $ (10,406)            (56.1) %
Sales and marketing                                          6,646             9,773             (3,127)            (32.0)
General and administrative                                   6,045             8,238             (2,193)            (26.6)
Amortization of purchased intangible assets                    429               444                (15)             (3.4)
Impairment of capitalized software                             504                 -                504             100.0
Total                                                    $  21,778          $ 37,015          $ (15,237)            (41.2)


Research and development expenses. Research and development expenses for the
three months ended March 31, 2023 were $8.2 million, or 16.1% of net revenues,
compared to $18.6 million, or 30.2% of net revenues, for the same period in
2022. The decrease in research and development expenses was primarily due to net
decrease in research and development costs as fewer new projects were undertaken
during the current period.

Sales and marketing expenses. Sales and marketing expenses for the three months
ended March 31, 2023 were $6.6 million, or 13.1% of net revenues, compared to
$9.8 million, or 15.9% of net revenues, for the same period in 2022. The
decrease in sales and marketing expenses was primarily due to lower consulting
costs and other sales personnel-related costs as a result of the decrease in
overall sales headcount compared to the same period in 2022.

General and administrative expenses. General and administrative expenses for the
three months ended March 31, 2023 were $6.0 million, or 11.9% of net revenues,
compared to $8.2 million, or 13.4% of net revenues, for the same period in 2022.
The decrease in general and administrative expense was primarily due to decrease
in share-based expense due to lower RSU bonus released during the three months
ended March 31, 2023 compared to the same period in 2022.

Other (expense) income. The following table summarizes other (expense) income
(in thousands):

                                                           Three Months Ended March 31,                   Change
Other (expense) income                                        2023              2022               $                 %

Loss on debt conversion and extinguishment, net                   -              (450)             450             (100.0) %
Interest expense, net                                     $  (1,997)         $ (2,923)         $   926              (31.7)
Other (expense) income, net                                     795              (405)           1,200             (296.3)
Total                                                     $  (1,202)         $ (3,778)         $ 2,576              (68.2)


Loss on debt conversion and extinguishment, net. The loss on debt conversion and
extinguishment, net for the three months ended March 31, 2023 and 2022 was $0
and $0.5 million, respectively.

Interest expense, net. The $0.9 million decrease in interest expense over the same period in 2022 was primarily a result of certain 2022 Notes debt extinguishments related adjustments recorded in the prior period.



Other (expense) income, net. The $1.2 million increase in other income over the
same period in 2022 is primarily due to foreign currency exchange gains in the
current period.

Income tax provision (benefit). Income tax provision for the three months ended
March 31, 2023 and 2022 was a provision of $0.3 million and a benefit of $0.3
million, respectively. This $0.6 million increase in income tax expense was
driven by a marked increase in pre-tax profits at Inseego SA (Pty) Ltd
(previously, C-track Holdings) for the current year period compared to a loss in
the prior year period.

Series E preferred stock dividends. During the three months ended March 31, 2023
and 2022, we recorded dividends of $0.7 million and $0.7 million, respectively,
on our Fixed-Rate Cumulative Perpetual Preferred Stock, Series E, par value
$0.001 per share (the "Series E Preferred Stock"). There was minimal increase in
preferred stock dividends for the period ended March 31, 2023.
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Liquidity and Capital Resources



Our principal sources of liquidity are our existing cash and cash equivalents
and availability under our new revolving credit facility. As of March 31, 2023,
we had available cash and cash equivalents totaling $8.7 million and
$11.8 million of excess availability under our revolving credit facility. We
also have an equity distribution agreement through which we may sell shares of
our common stock, and as of March 31, 2023, there was approximately $9 million
of cash remaining before underwriter fees and discounts that we may generate
from such issuance.

We have a history of operating and net losses and overall usage of cash from
operating and investing activities. Our management believes that our cash and
cash equivalents, together with anticipated cash flows from operations,
availability under our secured asset-backed revolving credit facility, and
anticipated savings from ongoing cost reduction efforts, will be sufficient to
meet our cash flow needs for the next twelve months from the filing date of this
report. If events or circumstances occur such that we do not meet our operating
plan as expected, or if we become obligated to pay unforeseen expenditures as a
result of ongoing litigation, we may be required to raise capital, reduce
planned research and development activities, incur restructuring charges or
reduce other operating expenses which could have an adverse impact on our
ability to achieve our intended business objectives.

Our liquidity could be compromised if there is any interruption in our business
operations, a material failure to satisfy our contractual commitments or a
failure to generate revenue from new or existing products. Ultimately, our
ability to attain profitability and to generate positive cash flow is dependent
upon achieving a level of revenues adequate to support our evolving cost
structure and increasing working capital needs. If events or circumstances occur
such that we do not meet our operating plan as expected, we may be required to
raise additional capital, reduce planned research and development activities,
incur additional restructuring charges or reduce other operating expenses and
capital expenditures which could have an adverse impact on our ability to
achieve our intended business objectives. There can be no assurance that any
required or desired restructuring or financing will be available on terms
favorable to us, or at all. If additional funds are raised by the issuance of
equity securities, Company stockholders could experience dilution of their
ownership interests and securities issued may have rights senior to those of the
holders of the Company's common stock. If additional funds are raised by the
issuance of debt securities, we may be subject to additional limitations on our
operations. Additionally, we are uncertain of the full extent to which the
COVID-19 pandemic will impact our business, operations and financial results.

Revolving Credit Facility



On August 5, 2022, we entered into a Loan and Security Agreement (the "Credit
Agreement") with Siena Lending Group LLC, as lender ("Lender"). The Credit
Agreement established a $50.0 million secured asset-backed revolving credit
facility ("Credit Facility") with a final maturity date of December 31, 2024. On
February 25, 2023, we entered into an amendment of the Credit Agreement
("Amended Credit Agreement") with an effective date of December 15, 2022, which
clarified certain terms within the Credit Agreement. Availability under the
Credit Facility is determined monthly by a Borrowing Base (as defined in the
Credit Agreement) comprised of a percentage of eligible accounts receivable and
eligible inventory of the Borrowers. Outstanding amounts exceeding the borrowing
base must be repaid immediately.

Borrowings under the Credit Facility may take the form of base rate ("Base
Rate") loans or Secured Overnight Financing Rate ("SOFR") loans. SOFR loans will
bear interest at a rate per annum equal to Term SOFR (as defined in the Amended
Credit Agreement as the Term SOFR Reference Rate for a term of one month on the
day) plus the Applicable Margin (as defined in the Amended Credit Agreement),
with a Term SOFR floor of 1%. Base Rate loans will bear interest at a rate per
annum equal to the Applicable Margin plus the greatest of (a) the per annum rate
of interest which is identified as the "Prime Rate" and normally published in
the Money Rates section of The Wall Street Journal, (b) the sum of the Federal
Funds Rate (as defined in the Amended Credit Agreement) plus 0.5% and (c) 3.50%
per annum.

The Applicable Margin varies depending on the average outstanding amount for a
preceding month. If the average outstanding amount for a preceding month is less
than $15 million, the Applicable Margin will be 2.50% for Base Rate loans and
3.50% for SOFR loans. If the average outstanding amount for a preceding month is
between $15 million and $25 million, the Applicable Margin will be 3.00% for
Base Rate loans and 4.00% for SOFR loans. If the average outstanding amount for
a preceding month is greater than $25 million, the Applicable Margin will be
4.5% for Base Rate loans and 5.50% for SOFR loans.

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The Amended Credit Agreement contains a financial covenant whereby the Loan
Parties shall not permit the consolidated Liquidity (as defined in the Credit
Agreement) to be less than $10 million at any time. The Credit Agreement also
contains certain customary covenants, which include, but are not limited to,
restrictions on indebtedness, liens, fundamental changes, restricted payments,
asset sales, and investments, and places limits on various other payments. We
were in compliance with the financial covenants contained in the Amended Credit
Agreement as of March 31, 2023.

As of March 31, 2023, we had outstanding borrowings of $4.5 million, a gross borrowing base of $16.3 million and excess availability of $11.8 million.

2025 Notes



On May 12, 2020, we completed a registered public offering of $100.0 million
aggregate principal amount of our 3.5% convertible senior notes due 2025 ("the
2025 Notes") and issued $80.4 million principal amount of 2025 Notes in the
privately negotiated exchange agreements that closed concurrently with the
registered offering in May 2020.

As of March 31, 2023 and December 31, 2022, $161.9 million in principal amount
of the 2025 Notes were outstanding. Assuming no repurchases or conversions of
the 2025 Notes prior to May 1, 2025, the entire principal balance of
$161.9 million is due on May 1, 2025. The 2025 Notes are senior unsecured
obligations of the Company and bear interest at an annual rate of 3.25%, payable
semi-annually in arrears on May 1 and November 1 of each year.

Equity Distribution Agreement



On January 25, 2021, we entered into an Equity Distribution Agreement with
Canaccord Genuity LLC (the "Agent"), pursuant to which we may offer and sell,
from time to time, through or to the Agent, up to $40.0 million of shares of our
common stock (the "ATM Offering") pursuant to the Company's Registration
Statement on Form S-3ASR (File No. 333-238057), as filed with the SEC on May 7,
2020 and amended from time to time. During the quarter ended March 31, 2023 the
Company sold 858,098 shares of common stock, at an average price of $0.62 per
share, for net proceeds of $0.5 million, after deducting underwriter fees and
discounts. As of March 31, 2023, there were approximately $9 million of shares
remaining available for sale under the ATM Offering.

Contractual Obligations and Commitments

Our material contractual obligations are as follows:



•To mitigate the risk of material shortages and price increases, we enter into
non-cancellable purchase obligations with certain key contract manufacturers for
the purchase of goods and services in the three to four quarters following the
balance sheet date. Our purchase obligations consist of agreements to purchase
goods and services entered into in the ordinary course of business. As of
March 31, 2023, our future payments under these noncancellable purchase
obligations were approximately $53.4 million.
•$161,898 in outstanding principal amount of 2025 Notes with required interest
payments;
•$4.5 million in outstanding borrowings under the revolving Credit Facility; and
•Operating lease liabilities that are included on our consolidated balance
sheet; see Note 10. Leases.

There were no material changes in our other contractual obligations during the three months ended March 31, 2023.

Historical Cash Flows

The following table summarizes our unaudited condensed consolidated statements of cash flows for the periods indicated (in thousands):



                                                                               Three Months Ended
                                                                                   March 31,
                                                                            2023                2022
Net cash provided by (used in) operating activities                     $    7,659          $    (638)
Net cash used in investing activities                                       (2,504)            (3,890)
Net cash used in financing activities                                       (3,340)            (1,060)
Effect of exchange rates on cash                                              (272)               957

Net increase (decrease) in cash, cash equivalents and restricted cash

  1,543             (4,631)
Cash, cash equivalents and restricted cash, beginning of period              7,143             49,812
Cash, cash equivalents, and restricted cash, end of period              $   

8,686 $ 45,181


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Operating activities.



Net cash provided by operating activities for the three months ended March 31,
2023 is primarily comprised of a $5.1 million net loss incurred during the
period, net cash used for working capital of $3.6 million, partially offset by
non-cash charges, including depreciation and amortization of $5.4 million,
share-based compensation expense of $1.8 million, and amortization of debt
discount and debt issuance costs of $0.5 million.

Net cash used in operating activities for the same period in 2022 is primarily
comprised of a $25.2 million net loss and a $0.6 million non-cash gain
attributable to the fair value adjustment on derivative instruments. which was
offset by net cash provided from working capital of $3.9 million, and non-cash
charges, including depreciation and amortization of $7.2 million share-based
compensation expense of $11.2 million, $1.7 million of amortization of debt
issuance and discount costs and other non-cash adjustments.

Investing activities.

Net cash used in investing activities during the three months ended March 31, 2023 is primarily comprised of $2.4 million of cash outflows related to the development of software in support of our 5G products and services and $0.1 million of property, plant and equipment purchases.

Net cash used in investing activities during the same period in 2022 is primarily comprised of $3.1 million of cash outflows related to the development of software in support of our 5G products and services and $0.8 million of property, plant and equipment purchases.

Financing activities.



Net cash used in financing activities during the three months ended March 31,
2023 is primarily comprised of $3.4 million of cash outflow related to
repayments of our revolving credit facility, partially offset by $0.5 million in
proceeds from public offering.

Net cash used in financing activities for the same period in 2022 is primarily comprised of $1.0 million in principal repayments of financed assets.

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