Inseego Corp. ($NOKIA)

Hello, and welcome to Inseego's conference call to discuss its announced acquisition of Nokia's Fixed Wireless Access business and strategic partnership. Please note that today's event is being recorded. [Operator Instructions] Before we begin, please note that a slide presentation was posted this morning to the Investor Relations section of the company's website. Participants joining by phone are encouraged to download the presentation to follow along. Those listening via webcast may advance the slides using the controls within the webcast player. On the call today are Juho Sarvikas, Chief Executive Officer; and Steven Gatoff, Chief Financial Officer. Please be advised that today's discussion will contain forward-looking statements. These forward-looking statements are not historical facts, but rather are based on the company's current expectations and beliefs. For a discussion on factors that could cause actual results to differ materially from the expectations, please refer to the risk factors described in the company's Form 10-K, 10-Q and other SEC filings, all of which are available on the company's website. Please also refer to the cautionary note regarding forward-looking statements section contained in today's press release and in the slide presentation. With that, I'd like to turn the call over to Juho Sarvakos, Chief Executive Officer. Please go ahead.

Thank you, operator. Good morning, everyone, and thank you for joining us today. Before we get started, we encourage anyone dialed into the conference call to download the slide presentation posted this morning to the Investor Relations section of our website so that you can follow along. For those listening by webcast, please advance the slides by using the button on the webcast player. As you saw in the press release, Inseego has entered into an agreement to acquire Nokia's global FWA business and establish a strategic partnership with Nokia on go-to-market and next-generation wireless innovation centered around AI and 6G. In addition to the equity-based consideration, Nokia will also make a direct equity investment in Inseego, and I'm thrilled to welcome Nokia as a shareholder and a partner. Turning to Slide 3. We will cover 4 areas today: First, an overview of the acquisition; second, the compelling overall FWA market opportunity; third, a snapshot of the FWA business that we're acquiring; and fourth, the transaction structure and economics. Diving right into it on Slide 5. I want to start with the core transaction terms and the key value drivers behind the acquisition. The simplest way to think about this transaction is that it is transformative for Inseego. It gives us immediate global scale in revenue and reach, strengthens our product and market position and creates a strategic partnership that includes go-to-market and technology innovation. Specifically, we are acquiring Nokia's approximately $200 million run rate FWA business for $20 million in Inseego equity with Nokia also making an additional $10 million direct investment in Inseego to become an approximately 11% stockholder. There are 3 primary value drivers in this transaction. First, the acquisition immediately expands our global reach, total addressable market and overall scale. It also effectively doubles our revenue base and positions Inseego as a global wireless broadband leader with strong anchor carrier customers, international reach and a portfolio spanning both enterprise and consumer markets. Second, the transaction includes a compelling financial construct with profitability backstop. Nokia will provide engineering and development support for the first year, which gives us a clear investment path while maintaining a breakeven EBITDA floor for the acquired business. Stephen will cover the structure and financial terms in more detail in a few minutes. Third, we are establishing a unique technology and go-to-market partnership with Nokia. That partnership creates a framework for joint commercial activity, technology innovation across AI and 6G and aligned ownership to support long-term stockholder value creation. Turning to Slide 6. At a high level, the strategic rationale is straightforward. This transaction expands Inseego from a U.S.-centric business into a scaled global platform with broader customer exposure, a more diversified revenue base and a stronger foundation for long-term value creation. On the platform side, we are expanding our global footprint to additional Tier 1 carrier relationships and increasing our relevance across a wider set of use cases as operators continue to invest in 5G monetization. Importantly, the transaction expands our portfolio globally and brings capabilities and products that allow us to address the consumer market, positioning us to participate more fully in the wireless broadband ecosystem. From a financial perspective, the structure is designed to support the transition while maintaining flexibility. It preserves balance sheet flexibility, aligns incentives between our 2 companies and creates a larger platform that we expect will unlock revenue, cost and operating synergies over time. Turning to Slide 7. The Nokia FWA asset completes our portfolio, giving us a full range of products across both business and consumer connectivity that we can now take to global markets. Fastmile is a key addition on the consumer FWA side with indoor gateways and outdoor receivers designed for in-home broadband deployments across both sub-6 and millimeter wave. What I like about the portfolio is how deployment ready it is, self-install where possible, technician install where needed with integrated WiFi and simple management. These products are already designed for how operators are rolling out FWA at scale. The acquisition also expands our opportunity set by giving us a global customer base, which includes deeper engagement with our existing carrier customers plus access to new Tier 1 operators in markets where we do not have presence today. We now have a more complete portfolio to serve customers across more environments with solutions aligned with how the market is evolving. Turning to Slide 8. We have developed a clear execution plan for how we intend to drive value from the acquired FWA business and the broader combination over time. On the revenue side, there are 3 primary levers. First, we will expand our FWA reach and unlock a broader global consumer TAM by driving cross-sell across the combined Inseego and Nokia customer base. Second, we can take Inseego product lines to new global customers, broadening penetration across consumer, enterprise and mobility segments. Third, we can expand SaaS solution attached across the acquired portfolio, creating a growth opportunity for Inseego's SaaS device and network management capabilities over time. On the profitability side, there are also 3 clear levers to drive incremental value. First, I expect our greater scale to provide more supply chain leverage and purchasing and manufacturing efficiency. Second, we see engineering synergies through technology platform reuse across software, hardware modules and cloud as well as product design reuse. And third, the larger revenue base should improve fixed cost absorption and operating leverage across the combined platform. That's the value creation story, clear operating levers to drive both growth and profitability over time. Turning to Slide 9. Nokia selected Inseego as its partner at the wireless edge and is becoming a meaningful shareholder, which aligns both companies around long-term value creation. Beyond ownership, we will work together on the technology road map, including AI-driven connectivity, 6G and next-generation wireless broadband. Commercially, it gives us a path to engage jointly with operators and customers and expands our reach into Nokia's broader customer and partner ecosystem. The value here is both immediate and long term, a stronger platform today and a relationship that can create additional technology and go-to-market opportunities over time. Turning to Slide 11 and the market drivers. The demand profile for networks is changing. Broadband is no longer just about download speed. Operators and enterprises increasingly need more uplink capacity, lower latency and more intelligence closer to the edge. That is being driven by AI workloads, cloud applications, industrial connectivity and mobility use cases that require more distributed network architectures. FWA fits directly into that evolution. It gives operators a faster, more flexible way to add broadband capacity while 5G advanced millimeter wave and eventually 6G expands what wireless networks can support. The scale of the opportunity is significant, and these trends are driving demand towards high-performance wireless broadband, exactly where Inseego is focused. Turning to Slide 12. The expected growth in 5G fixed wireless shipments reaching roughly 47 million units by 2029 reflects increasing operator adoption globally. What's driving this is straightforward. FWA is winning more and more as a primary connectivity option due to cost, time to market and performance. In addition, it is deployed as a complement to fiber and satellite. It's also important to note that millimeter wave is dramatically increasing the capacity of FWA deployments. The takeaway is that FWA is becoming a core tool for operators to both monetize 5G and expand broadband access. Turning to Slide 15. I'm excited about the depth of the portfolio that we're bringing in. What stands out is how complementary it is. It expands our capabilities across indoor, outdoor and millimeter wave and broadens the environments and use cases that we can address globally. It also brings a mature device software platform, which is critical for deployment, management and ongoing performance at scale. Turning to Slide 16. This is a defining moment for Inseego. It is the largest transaction in our company's history, and we believe it materially expands our scale, our market opportunity and our long-term position in wireless broadband. Just as importantly, it validates the strength of our strategy, our technology and our team. Now our job is to execute well, support customers and drive long-term growth and shareholder value. On a personal note, I spent a significant part of my career at Nokia. I know the quality of the technology, the strength of the customer relationships and most importantly, the caliber of the people behind the business. I'm very excited to welcome them to Inseego, and I want to thank Justin Hotard, Nokia's President and CEO, and his team for the ongoing commitment and partnership. With that, I'll turn it over to Steven to walk through the transaction structure and financial details.

Thanks, Juho. Good morning, everyone. Jumping right in on Slide 18. There are 3 overarching dynamics in the acquisition: one, the overall transaction structure; two, the EBITDA make-whole that's in place as we invest in the business and integrate it over the first year; and three, our alignment on driving revenue and profitability of the business moving forward as both parties focus on long-term value creation. On the transaction structure, this is an asset purchase with an aggregate consideration of $20 million. The consideration consists of $15 million in Inseego common stock to be issued to Nokia at closing along with warrants valued at $5 million. In addition, as Juho mentioned, Nokia will be making an additional direct investment of $10 million in Inseego for a combination of common stock and warrants which will bring Nokia's total stockholdings to approximately 2.7 million shares or an ownership interest in the company of approximately 11%. The issue equity is subject to a lockup in which 50% of the shares and warrants are locked up for 1 year and the remaining 50% is locked up for 2 years. The second important construct of the acquisition is that it is designed to support the transition of the business to ensure customer continuity and engineering investment with no adverse financial statement impact to Inseego. This includes a support agreement that provides Inseego with quarterly cash payments from Nokia to offset EBITDA losses of the acquired business so that we can drive the product road map and engineering investments of the business and run the business at an EBITDA neutral outcome. This EBITDA make-whole is capped at $38 million in aggregate for the first year following closing, which we see as wholly adequate to cover that per30's operations and investments. The third dynamic in the transaction is the strong and important strategic alignment of Inseego and Nokia. In addition to the AI and 16 innovation and go-to-market work that the 2 companies are looking to do together, there is a profit sharing arrangement in place for year 2 and year 3 following the closing. This will align and provide Nokia with participation in the growth and value creation of the acquired business, where they will receive a portion of the positive EBITDA of the acquired business as a function of how it performs. We believe these 3 elements of the transaction structure provide a compelling and disciplined framework for Inseego stockholders, one that supports the transition, preserves financial flexibility and creates an attractive risk-adjusted path to long-term value creation. As noted at the bottom of the slide, we currently expect the transaction to close in Q4 2026, subject to customary work and closing conditions. Turning to Slide 19. We wanted to share some perspective on the financial profile of the soon-to-be combined business and why we think adding this FWA business to Inseego is compelling from both a scale and structure standpoint. Starting with scale, the Nokia FWA business is on approximately a $200 million revenue run rate based on their Q1 2026 results. On a combined aggregate basis, that brings Inseego to generate roughly $400 million in revenue annually. The product portfolio, customer base and geographical operations of the acquired business all drive the scale of the FWA business and the attractive nature of the acquisition. In terms of the combined company profitability, the EBITDA breakeven backstop that I mentioned on the previous slide for the first year post close gives us stability during the transition while supporting the upside from the broader synergy opportunity thereafter. Finally, on Slide 20, we wrap up with a few key takeaways. When you put this all together, we see a combination that materially increases Inseego's scale, meaningfully expands the TAM of our FWA business and does so in a way that is structured to be disciplined, supportive of customers and employees through the transition and is very attractive from a risk-reward standpoint. The acquisition creates a scaled global wireless broadband platform spanning both FWA and mobile. It broadens Inseego's product portfolio and engineering capabilities further across indoor and outdoor and adds millimeter wave solutions to the portfolio. As we talked about, Nokia is an amazing company, and the acquisition establishes a compelling and long-term strategic partnership with them on both go-to-market collaboration and joint technology innovation. And finally, the acquisition is structured to support the business financially and create a clear opportunity to unlock revenue, cost and operating synergies over time as we move forward together. We see this as a highly complementary business that expands Inseego's scale, broadens our global reach and creates a disciplined framework for stockholder value creation. We look forward to providing more info as we move forward to close the transaction in the back part of the year. And with that, we appreciate your time and support, and we'd, of course, be happy to open the call for questions. Operator?

And the first question will come from Scott Zero with ROTH Capital.

On the deal. It's incredibly transformative in terms of what you guys were able to pull off. Maybe quickly just to dive in a little more financial color in terms of the Nokia asset. Can you give us an idea about if there are top 10% customers, geographic mix? I know it's international, so it broadens the footprint, but maybe a little bit more color on that front. And Stephen, maybe as well a little bit in terms of how you're thinking about the gross margin profile? And then I had a couple of follow-ups.

Yes, sure. I think, Scott, we'll look to do more of the financial details as we close the transaction in so far as how that comes together, owning the asset now and just announcing the transaction. But we -- as Juho talked about, the customer base really is centered around Asia Pac and Middle East and Europe really are in that order so far as customer concentration and presence of the business. The gross margin is -- the business has a nice consumer structure to it. And so that gross margin profile is more consistent than that -- with that than enterprise. We'll definitely be providing more info on the numbers as we get closer.

Yes. Maybe to add there that across EMEA and APAC, like Stephen was saying, is a set of diversified anchor customers that will be a great platform for us to drive further global growth.

Fair enough. And maybe if I could, just to follow up on the cost side of the equation. It sounds like right now, currently, that business is negative EBITDA, but you've got that $38 million backstop in the first 12 months. Stephen, I think you indicated that, that should be more than enough to get you to profitability on that business. I'm wondering if you could flesh that out a little bit as well as the comments around the profit share for year 2 and year 3, is -- are you referring that just from stock ownership in the company? Or is that more there is a split profit sharing ratio that we're going to see going forward on that business for the first couple of years?

Yes, awesome. So I'll do the last one first, very straightforward. The alignment around the business, the profit sharing in year 2 and year 3 is based on the revenue performance of the acquired business. So you buy a business with a belief, a forecast or view on what it's going to do. And as the business hits those numbers, Nokia is able to participate in the profitability that's generated. So that's very straightforward and aligned around hitting numbers and hitting growth numbers. for year 2, year 3. And then the first question on the make-whole was, yes, we structured that with Nokia as a very good partnership discussion with them around the investments that are going to be made, the spend in year 1, which is a big transition and engineering investment. And so to your point that you flagged, we feel really comfortable with managing the business within that cap so that we expect it to be EBITDA breakeven 0 for the first year.

So we have between now and close to work on the integration planning and then Stephen was saying that gives us 1 year to materialize the revenue expansion as well as synergies for the business.

Got you. And just to clarify, it sounds like then as we get post year 1 that you're expecting this business then to be profitable if you're able to manage it with those integration, those investment issues in the first 12 months of operation. Is that correct?

That's exactly right.

I think the easiest way to look at that is that we'll come out of year 1 with one combined most comprehensive portfolio in the industry and one team executing on it with one technology asset.

Got you. And one last one, if I could, and then I'll get back in the queue. And this is probably not fair as probably any growth questions might be at this point in time, given the newness of the announcement. But looking at the core Inseego business today in terms of mobile hotspots, how big of an opportunity is that for cross-sell within that base? Have you started to explore some of that with your initial due diligence with some of the customers?

Thanks, Scott. Great question. And I think we've been -- we've had this discussion before as well, like the mobile or the hotspot market, very attractive also outside of North America, which is exclusively our focus today. The other thing I would point out that if you look at this SWA, particularly the consumer segment, which operates under the exact same laws of Vuzix, Vuzix as mobile, where it's large carrier, large RFP based, we definitely will leverage this new global, let's call it, infrastructure to take our mobile portfolio to the global markets as well.

The next question will come from Christian Schwab with Craig-Hallum Capital Group.

I guess I'd like to echo Scott's comments. Congrats on the deal. The commentary regarding sharing and success in year 2 and year 3 with Nokia, I guess it sounds like that's more revenue based. Is there any minimal profitability or EBITDA expectations in those payments to make sure that the profitability of the business is there despite revenue. I guess I wasn't clear what that meant.

Yes. The metric the trigger is revenue performance of the business. And then based on that, it's driven off of profitability. So it's a percentage of EBITDA for that business. Christian. And so obviously, the incentive for us is to maximize profitability of the business. And so we're meaningfully focused on that and on growing revenue together, right? Without the revenue, you -- you can't cut your way to growth. And so we're pretty well aligned with them on driving the revenue as a key metric for the business and then managing the cost structure so that it's profitable.

Okay. Great. And those exact details will be released at closing, I assume then?

Yes. We plan to file an 8-K today, and that will have the asset purchase agreement with terms in it. So this is all transparent and will be filed.

Perfect. We can stop talking about that then. I guess my last question, and thanks for all the detail in the presentation. Does this change, Stephen, any of your previous investment plans to broaden your own portfolio beyond servicing enterprise class customers and trying to go into the distribution channel and kind of expand your presence there? Will you be making any changes to your previous spending plans to expand that now that you will have a very broad-based distribution and consumer product portfolio in the not-too-distant future?

Christian, great question. Thank you. So obviously, we'll have a much broader now global set of opportunities competing for the same investment dollars. So I think that's kind of a fair statement to say and why you're asking the question. The key thing to note about the U.S. market, a part of our success with the 3 large carriers here in enterprise FWA is the fact that they can draw a broader portfolio or draw value-added services from the channel. So we view that as a meaningful stand-alone investment itself for driving stand-alone top line growth from the channel, but it's also very critical and instrumental complementary as a differentiator for our carrier-focused enterprise FWA. Some of the global markets operate on different dynamics, but this is a success formula for us here in the U.S. that we will maintain.

The next question will come from Tyler Burmeister with Lake Street Capital Markets.

Congrats on the significant announcement here. Maybe first, obviously, early with the deal not expected to close until Q4, but wondering if you could give any color on your early thoughts of unlocking the revenue as well as cost synergies. If you don't want to quantify them at this point, maybe just what's some of the lowest hanging fruit to be addressed there?

Yes. We'll tag team on it as usual, Tyler, a good question. Yes, we're in the process of forming our integration plans and implementation plans on both sides. Obviously, there's some arm's length that needs to be maintained there until we actually close and own the asset. But as you would suspect and as Juho just said and mentioned earlier, there's a lot of synergy opportunity and how the business is run with a product management organization that's horizontal and global. So this is not a bolt-on of the business. And similarly with engineering. Some of the G&A aspects of this are a bit greenfield in so far as how we approach the servicing and support of that business, but more so on the operating side.

I think the big thing for me, just from a technology platform standpoint of view. And when I say technology platform, I mean that in a broader sense, whether it's the connectivity module that today, both of us create independently or the device OS, which, again, we both create independently. Like you know, 5G advances in releases. As this next mode of generation comes about, we intend to pull the whole global portfolio across consumer and enterprise, mobile and fixed on a single technology platform. So that point in time is a very critical element for us -- and that's actually from a timing standpoint, we're going to work excellent. The other thing is then the -- from a revenue synergy standpoint of view, cross-sell would be the first thing that comes to mind. So once the deal is closed, you will see us engage the North American market with the acquired assets from Nokia and vice versa with Inseego and the global markets.

Great. Great. Maybe just last one for me. As an asset purchase, what kind of headcount are you thinking about bringing over? And what kind of OpEx expenses are roughly attributed to this business?

Well -- I mean, the OpEx profile is kind of what you expect across R&D and sales and marketing and G&A that we're putting together. And so as I mentioned earlier, there's an existing business that's coming over on the engineering and product side and the G&A side will be more of a greenfield investment and synergy with the existing business. And we'll definitely be going into that as we move through and get to closing and have some time to work on the transition with the team. So we'll definitely provide more color on how that starts to come together.

The next question will come from Jonathan Naarett with TD...

What would you say are the key milestones over the first 12 months once the deal closes that would give confidence in the acquired business can sustain at least breakeven EBITDA once the support rolls off?

Jonathan, I apologize. It could be...

The key milestones between now and integration accomplishing.

Yes. The -- I mean the integration begins now as an independent company, right? There are all sorts of requirements about not directing each other's business. So that's a regulatory construct. But as we plan ahead, Yuvo mentioned this, the most important dynamic is probably at least 3, right, on the customer go-to-market integration, there's some really compelling aspects of that. And then the big synergy drivers, the big of how you run one global horizontal company come on engineering and dev and on product management. The G&A tends to be a little bit more business-centric, regional, geographically centric with operations overseas that are additive. But the big milestone is how we bring them together and then how we start seeing how the operations become more efficient over time on the engineering side and on the product management side over the first year.

The other thing I would add there, I think it's a great answer is scale in supply chain. So if you just look at the manufacturing value add, the volume of units that we'll be producing and what leverage that gives us is, quite frankly, new direct. We do command good volume, but we're operating in the enterprise and mobile segments only today. The second part will be our relevance to the key component vendors in the industry. So we will be able to drive also procurement synergies. So that one integrated team, integrated process and purchasing power across the supply chain is very important.

Got it. And an expanded global footprint increases exposure to cross-border hardware supply chains. Do you expect any tariff or political challenges you'll have to maneuver given just how sensitive networking equipment is...

I'm sorry, we're going to have to ask again repeat the question.

Sorry, Jon, our speaker is a little scratchy. It's tough to hear on. I apologize.

Just because how sensitive networking equipment is? Do you expect any tariff or political challenges once the asset is acquired in the fourth quarter?

Yes. If you look at the U.S. specific question, obviously, what would be the implications of this asset and bringing this asset to U.S. The category in itself is tariff exempt -- so just like our product line today is the same will apply also on the new acquired lines of business. The other thing to note is that we have a very diversified set of countries of order chain. Like you know, many of our customers require TAA compliance. So we have good flexibility on that side. Then if you look at the international market, I'm not sure if you're familiar, but Europe actually has very similar considerations on cybersecurity as you've seen emerge here in U.S. So that's something that could possibly be a tailwind given that we're a Western player and the Europe market presents a great opportunity for the category.

The next question is a follow-up from Scott Ciro of ROTH Capital.

I want to dive in a little bit in terms of 6G and AI development with Nokia. Does that mean they're going to have some committed resources on that front, either engineering, NRE or otherwise? Also on the SaaS front, given that they're more consumer oriented, I'm wondering if you could flesh out maybe where you see some of those hidden opportunities. And I'm not sure if this is a fair question given that you're reporting first quarter earnings next week. But I'm just kind of wondering if you could give us a quick update in terms of what you're seeing in the memory market and how you guys are contemplating dealing with that.

Yes, excellent. So I'll start with the partnership part of the question. So we will, of course, resource and partially acquire a global go-to-market team across sales, technical presales, customer engineering, operations, everything that you need to run the business globally. But I also acknowledge that there's a massive opportunity in partnering with Nokia on their very large global sales infrastructure or sales teams. And if you look at the end customer here, and one of the key considerations for Nokia right out of the gate was the customer continuity the customer experience because we will be selling to the same customers that are the biggest and most important one for Nokia now as they focus on the infrastructure. So what you should expect to see is a joint sales process, pipeline management, all of that. We're also looking at Inseego incentivizing the Nokia sales team to make sure that to incentivize and train to make sure that we have business continuity for the customers also in terms of how they're used to interacting with the broader end-to-end that Nokia offers. The latest advancements on the edge with 5G advanced 6G or millimeter wave right now, which has been a key focus area for the assets that we're acquiring, they pull network equipment. So there's also a natural benefit for both parties to showing up together. So that's how I -- that's how I look at the go-to-market. When it comes to AI and 6G or pilots with key customers on prospect deployments for that matter, we're looking at co-locating Ino resource together with Nokia so that we can work as one on these key initiatives and push the boundaries of wireless broadband. at the edge. That's how I think about the partnership, the resource and the commitment and what we're looking at building together. On the memory market side, I'll -- maybe we'll talk about that more next week, but everything that we've stated in terms of how we plan for this eventuality and prepare remains true. So I don't really have anything new to share on the memory side. And Scott, I believe you also had a question on consumer. Would you mind repeating that?

Yes. Sorry, Juho, just in terms of expanding some of the SaaS opportunities within the Nokia base, given it's more consumer-centric, how do you see that unfolding?

Yes. So First of all, consumers also need manageability or if you're doing a large deployment for consumers, you need manageability. And there are carriers who have built their own. There are existing solutions out there. But what we can bring together is one unified pane of glass with the -- all of the investments that we put to API, et cetera. So I look forward to developing our portfolio towards a direction where in addition to the amazing capabilities and ease of use that we have for enterprise deployment, the same platform deployable also for consumers. So I think there's a lot to be said in terms of how we could do even more on the cloud and the ARR side with these new large customers and the existing ones for that matter.

This concludes our question-and-answer session. I'd like to turn the call back over to Juho for closing remarks.

Thank you for the thoughtful questions. Today marks a truly transformational step in Iseego's business and long-term trajectory, and we're excited about the opportunity ahead. We look forward to talking with you again next week on our Q1 earnings call on May 7.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.