0001193125-24-134273.txt : 20240508
0001193125-24-134273.hdr.sgml : 20240508
20240508163655
ACCESSION NUMBER: 0001193125-24-134273
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 15
CONFORMED PERIOD OF REPORT: 20240508
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20240508
DATE AS OF CHANGE: 20240508
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Identiv, Inc.
CENTRAL INDEX KEY: 0001036044
STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER PERIPHERAL EQUIPMENT, NEC [3577]
ORGANIZATION NAME: 06 Technology
IRS NUMBER: 770444317
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-29440
FILM NUMBER: 24926848
BUSINESS ADDRESS:
STREET 1: 2201 WALNUT AVENUE
STREET 2: SUITE 100
CITY: FREMONT
STATE: CA
ZIP: 94538
BUSINESS PHONE: 949-250-8888
MAIL ADDRESS:
STREET 1: 2201 WALNUT AVENUE
STREET 2: SUITE 100
CITY: FREMONT
STATE: CA
ZIP: 94538
FORMER COMPANY:
FORMER CONFORMED NAME: IDENTIVE GROUP, INC.
DATE OF NAME CHANGE: 20100616
FORMER COMPANY:
FORMER CONFORMED NAME: SCM MICROSYSTEMS INC
DATE OF NAME CHANGE: 19970319
8-K
1
d825177d8k.htm
8-K
8-K
false000103604400010360442024-05-082024-05-08
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2024
IDENTIV, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
000-29440
77-0444317
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
2201 Walnut Avenue, Suite 100,
Fremont, California
94538
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (949)250-8888
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $0.001 par value per share
INVE
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02.
Results of Operations and Financial Condition
The information contained in Item 2.02 of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information contained in this Current Report shall not be incorporated by reference into any registration statement or other document or filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
On May 8, 2024, Identiv, Inc. (the “Company”) issued a press release announcing financial results for its first quarter ended March 31, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Identiv, Inc.
May 8, 2024
By:
/s/ Justin Scarpulla
Justin Scarpulla
Chief Financial Officer
EX-99.1
2
d825177dex991.htm
EX-99.1
EX-99.1
Exhibit 99.1
Identiv Reports First Quarter 2024 Financial Results
Signed Transformative $145 Million Agreement on April 2, 2024; Expected Closing in Q3 FY 2024, Subject to Approvals
New President, IoT Solutions Joins Identiv; Will Become CEO Post-Close of Transaction
Gross Margins Expand to Highest Levels since Q3 2021
FREMONT, Calif. May 8, 2024 Identiv, Inc.(NASDAQ: INVE), a global digital security and
identification leader in the Internet of Things (IoT), today released its financial results for the first quarter ended March 31, 2024.
Recent
Financial and Operational Highlights
Concluded strategic review with announcement of $145 million asset purchase agreement (APA) transaction with
security solutions provider Vitaprotech; transaction expected to close in Q3 2024, subject to regulatory and stockholder approvals and other customary closing conditions.
Welcomed Kirsten Newquist as President, IoT Solutions; Ms. Newquist will become CEO at the close of asset
sale.
First quarter GAAP and non-GAAP gross margins were 37.3% and 39.9%,
respectively, their highest levels since Q3 2021.
Software, services, and recurring revenues grew to 27.4% of Premises segment revenues in Q1 2024.
Ended Q1 2024 with $22.4 million in cash, cash equivalents and restricted cash.
Continued the development of Thailand RFID production facility, reflected by 40% of Q1 RFID volume being produced
in Thailand.
Shipped the majority of a previously announced $2 million reader application order for a global online
retailer.
Secured 2-year contract with IoT customer for smart home application.
Showcased broad specialty IoT solutions portfolio at RFID Journal Live trade show.
Demonstrated Scramble Factor reader with multi-factor authentication at ISC West trade show in Las Vegas.
Joined Axia Institute at Michigan State University, a research center focused on the transformation of
todays supply chains across multiple industries, including healthcare.
Expanded sales and pipeline of FIDO (Fast Identity Online) dual-factor security keys, with new projects in
Europe.
Asset Sale Transaction Summary
As previously announced, on April 2, 2024, Identiv entered into a definitive asset purchase agreement to sell its physical security, access card, and
identity reader operations and assets to a wholly owned subsidiary of Vitaprotech, a security solutions provider. Under the terms of the agreement, Identiv will receive a cash payment of $145 million upon closing of the transaction, subject to
customary adjustments. The transaction is expected to close in the third quarter of 2024, subject to stockholder approval and other customary closing conditions. The transaction is also subject to review and approval by the Committee on Foreign
Investment in the United States (CFIUS) and the Federal Trade Commission under the Hart-Scott-Rodino (HSR) Act. The proceeds from the sale will significantly strengthen Identivs financial position, generating capital to fund the future growth
of its specialty IoT solutions business.
First Quarter 2024 Financial Summary
Revenue for the first quarter 2024 was $22.5 million, compared to $29.0 million in the prior quarter and $26.0 million in the first quarter of
2023. By segment, Identity revenues were $12.8 million and Premises revenues totaled $9.7 million.
First quarter 2024 GAAP gross margin was
37.3% and non-GAAP gross margin was 39.9%.
GAAP operating expenses, including research and development, sales,
and marketing, and general and administrative, were $12.6 million in the first quarter of 2024, compared to $11.8 million in the prior quarter and $11.9 million in the first quarter of 2023.
Non-GAAP operating expenses were $10.4 million in the first quarter of 2024, compared to $9.8 million in the prior quarter and $10.6 million in the first quarter of 2023. Strategic
transaction-related costs excluded from first quarter 2024 non-GAAP operating expenses totaled $1.0 million and excluded from fourth quarter 2023 non-GAAP operating
expenses totaled $0.4 million.
GAAP net loss for the first quarter 2024 was ($4.6) million, or ($0.21) per basic and diluted share, compared to GAAP
net loss of ($1.6) million, or ($0.08) per basic and diluted share, in the prior quarter and GAAP net loss of ($2.7) million, or ($0.13) per basic and diluted share, in the first quarter of 2023.
Non-GAAP adjusted EBITDA in the first quarter of 2024 was ($1.4) million, compared to $0.9 million in the prior
quarter and ($0.9) million in the first quarter of 2023.
Management Commentary
In the first quarter, our total business net revenue was within our guidance range, and we delivered our highest GAAP and
non-GAAP gross margins in ten quarters, said Identiv CEO Steven Humphreys. We also brought in a world-class business leader, Kirsten Newquist, who has the ideal profile to lead our IoT business.
Our previously announced strategic review culminated in a definitive agreement signed on April 2. We believe this transaction positions Identiv with a strong balance sheet to invest in the future growth of our specialty IoT solutions business and
look forward to its expected close in the third quarter.
Financial Outlook
Identiv provides guidance based on current market conditions and expectations, including macroeconomic conditions and customer demand. For fiscal Q2 2024,
management currently expects total company net revenues in the range of $23 million to $25 million, with normal seasonality expected to continue.
Conference Call
Identiv management will hold a conference call today, May 8, 2024, at 5:00 p.m. EDT (2:00 p.m. PDT) to discuss the companys first quarter 2024
financial results. A question-and-answer session will follow managements presentation.
Toll-Free: 877-545-0523
International Number: +1 973-528-0016
Call ID: 243006
Webcast link: Register and Join
The teleconference replay will be available through May 22, 2024, by dialing
877-481-4010 (Toll-Free Replay Number) or 919-882-2331 (International Replay Number) and
entering passcode 50510.
If you have any difficulty connecting with the teleconference, please contact Identiv Investor Relations at
IR@identiv.com.
About Identiv
Identiv, Inc.
is a global leader in digitally securing the physical world. Identivs platform encompasses RFID and NFC, cybersecurity, and the full spectrum of physical access, video, and audio security. For more information, visit identiv.com.
Non-GAAP Financial Measures
This press release includes financial information that has not been prepared in accordance with GAAP, including
non-GAAP adjusted EBITDA, non-GAAP gross margin, and non-GAAP operating expenses. Identiv uses
non-GAAP financial measures internally in analyzing its financial results and believes they are useful to investors, as a supplement to GAAP measures, in evaluating ongoing operational performance. Identiv
believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating ongoing operating results and trends. Non-GAAP
gross margin excludes stock-based compensation and amortization and depreciation. Non-GAAP adjusted EBITDA excludes items that are included in GAAP net income (loss), GAAP operating expenses, and GAAP gross
margin, and excludes income tax provision, interest expense, net foreign currency gains (losses), net stock-based compensation, amortization and depreciation, restructuring and severance, gain on investment, and strategic review-related costs. Non-GAAP operating expenses exclude stock-based compensation, amortization and depreciation, and restructuring and severance. For historical periods, the exclusions are detailed in the reconciliation table included
in this press release. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Investors are encouraged to review
the reconciliation of these non-GAAP measures to their most directly comparable GAAP financial measures as detailed in this press release.
Note Regarding Forward-Looking Information
This press
release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those involving future events and future results that are based on current expectations as well as
the current beliefs and assumptions of management of Identiv and can be identified by words such as anticipate, believe, continue, plan, will, intend, expect,
outlook, and similar references to the
future. Any statement that is not a historical fact is a forward-looking statement, including statements regarding: Identivs expectations regarding future operating and financial outlook
and performance, including 2024 second quarter guidance and outlook; Identivs strategy, opportunities, focus and goals; Identivs expectations regarding seasonality; expected benefits of Identivs production facility in Thailand;
expectations with respect to management and management following the completion of the proposed transaction; Identivs expectations with respect to the use of proceeds from the proposed transaction; Identivs beliefs regarding access to
future capital; Identivs expectations relating to the growth of its IoT business; and Identivs expectations with respect to demand and customer orders. Forward-looking statements are only predictions and are subject to a number of risks
and uncertainties, many of which are outside Identivs control, which could cause actual results to differ materially and adversely from those expressed in any forward-looking statements. Factors that could cause actual results to differ
materially from those in the forward-looking statements include, but are not limited to: the failure of the proposed transaction to close for any reason; risks that the proposed transaction disrupts current business, plans and operations of Identiv
or its business prospects; diversion of managements attention from Identivs ongoing business; the ability of Identiv to retain and hire key personnel; the effect of the change in management following the completion of the proposed
transaction; competitive responses to the proposed transaction; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed transaction; Identivs ability to continue the
momentum in its business; Identivs ability to successfully execute its business strategy; Identivs ability to capitalize on trends in its business; Identivs ability to satisfy customer demand and expectations; the level and timing
of customer orders and changes/cancellations; the loss of customers, suppliers or partners; the success of Identivs products and strategic partnerships; industry trends and seasonality; the impact of macroeconomic conditions and customer
demand, inflation and increases in prices; and the other factors discussed in its periodic reports, including its Annual Report on Form 10-K for the year ended December 31, 2023, preliminary proxy
statement filed with the U.S. Securities and Exchange Commission (the SEC) on April 30, 2024 and subsequent reports filed with the SEC. All forward-looking statements are based on information available to Identiv on the date hereof,
and Identiv assumes no obligation to update such statements.
Additional Information and Where to Find It
On April 2, 2024, Identiv entered into a Stock and Asset Purchase Agreement with Hawk Acquisition, Inc. (Buyer), whereby Identiv agreed to
sell its physical security business to Buyer (the Transaction). Identiv has filed a preliminary proxy statement on Schedule 14A with the SEC, in connection with its solicitation of proxies for approval of the Transaction (the Proxy
Statement). The Proxy Statement is in preliminary form and Identiv intends to file a definitive proxy statement. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO)
FILED BY IDENTIV AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SOLICITATION. Investors and security holders may obtain copies
of these documents and other documents filed with the SEC by Identiv free of charge through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by Identiv are also available free of charge in the
InvestorsFinancials section of Identivs website at identiv.com/investors/financials.
Participants in the Solicitation
Identiv, its directors, director nominees, certain of its officers, and other members of management and employees (as set forth below) are or may be deemed to
be participants (each a Participant and collectively, the Participants) in the solicitation of proxies from stockholders of Identiv in connection with the Transaction. Information about Identivs executive
officers and directors, including compensation, is set forth in the sections entitled Directors, Executive Officers, Compensation of Directors, and Executive Compensation, of Identivs Annual
Report on Form 10-K for the fiscal year ended December 31, 2023, as amended by Amendment
No. 1 to the Annual Report on Form 10-K/A filed with the SEC on April 29, 2024 (as amended, the
Annual Report), as well as Item 5.02 of its Current Reports on Form
8-K filed with the SEC on April
3, 2024 and April 18, 2024. Information about the ownership of common stock by Identivs executive officers and directors is set forth
in the section entitled Security Ownership of Certain Beneficial Owners and Management of the Annual Report. To the extent
holdings by the directors and executive officers of Identiv securities reported in the Annual Report change, such changes will be reflected in Forms 3, 4 or 5 to be filed with the SEC, as well as the section entitled Security Ownership of
Certain Beneficial Owners and Management of Identivs definitive proxy statement, and other materials to be filed with the SEC. All of these documents are or will be available free of charge at the SECs website at www.sec.gov
and in the InvestorsFinancials section of Identivs website at identiv.com/investors/financials. Each of Hawk Acquisition, Inc. and Seven2 SAS (together, Vitaprotech) is or may be deemed to be a Participant in the
solicitation of proxies from stockholders of Identiv in connection with the Transaction. Information about the ownership of securities of Vitaprotech is set forth in the Schedule 13D
filed by Vitaprotech on April
12, 2024. In addition, each of Bleichroeder LP and Bleichroeder Holdings LLC (together, Bleichroeder) is or may be deemed to be a Participant in the solicitation of proxies from stockholders of Identiv in connection with the Transaction. Information
about the ownership of securities of Bleichroeder is set forth in the section entitled Security Ownership of Certain Beneficial Owners and Management
of the Annual Report and Amendment No. 2 to the Schedule 13D filed by Bleichroeder on April 4, 2024. Any further changes will
be reflected in the section entitled Security Ownership of Certain Beneficial Owners and Management of Identivs definitive proxy statement, and other materials to be filed with the SEC.
Investor Relations Contact:
IR@identiv.com
Media Contact:
press@identiv.com
Identiv, Inc.
Condensed Consolidated Statements of Operations
(in thousands, except per share data)
(unaudited)
Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Net revenue
$
22,494
$
28,985
$
25,997
Cost of revenue
14,102
18,821
16,786
Gross profit
8,392
10,164
9,211
Operating expenses:
Research and development
3,011
2,952
2,707
Selling and marketing
5,302
4,938
6,097
General and administrative
4,252
3,570
2,948
Restructuring and severance
22
338
191
Total operating expenses
12,587
11,798
11,943
Loss from operations
(4,195
)
(1,634
)
(2,732
)
Non-operating income (expense):
Interest expense, net
(87
)
(76
)
(50
)
Foreign currency gains (losses), net
(256
)
209
89
Loss before income tax provision
(4,538
)
(1,501
)
(2,693
)
Income tax provision
(20
)
(103
)
(26
)
Net loss
(4,558
)
(1,604
)
(2,719
)
Cumulative dividends on Series B convertible preferred stock
(248
)
(319
)
(313
)
Net loss available to common stockholders
$
(4,806
)
$
(1,923
)
$
(3,032
)
Net loss per common share:
Basic
$
(0.21
)
$
(0.08
)
$
(0.13
)
Diluted
$
(0.21
)
$
(0.08
)
$
(0.13
)
Weighted average shares used in computing net loss per common share:
Basic
23,368
23,248
22,794
Diluted
23,368
23,248
22,794
Identiv, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
March 31, 2024
December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents
$
21,623
$
23,312
Restricted cash
811
1,072
Accounts receivable, net of allowances
17,811
21,969
Inventories
28,460
28,712
Prepaid expenses and other current assets
4,159
4,421
Total current assets
72,864
79,486
Property and equipment, net
8,832
9,320
Operating lease
right-of-use assets
4,756
5,214
Intangible assets, net
3,995
4,251
Goodwill
10,192
10,218
Other assets
1,150
1,234
Total assets
$
101,789
$
109,723
LIABILITIES AND STOCKHOLDERS EQUITY
Current liabilities:
Accounts payable
$
9,564
$
12,250
Financial liabilities
9,894
9,949
Operating lease liabilities
1,655
1,714
Deferred revenue
1,744
2,341
Accrued compensation and related benefits
2,099
2,334
Other accrued expenses and liabilities
2,351
2,194
Total current liabilities
27,307
30,782
Long-term operating lease liabilities
3,309
3,716
Long-term deferred revenue
981
927
Other long-term liabilities
26
26
Total liabilities
31,623
35,451
Total stockholders equity
70,166
74,272
Total liabilities and stockholders equity
$
101,789
$
109,723
Identiv, Inc.
Reconciliation of GAAP to Non-GAAP Financial Information
(in thousands)
(unaudited)
Three Months Ended
March 31, 2024
December 31, 2023
March 31, 2023
Reconciliation of GAAP gross margin to non-GAAP gross
margin
GAAP gross profit
$
8,392
$
10,164
$
9,211
Reconciling items included in GAAP gross profit:
Stock-based compensation
47
60
45
Amortization and depreciation
547
491
385
Total reconciling items included in GAAP gross profit
594
551
430
Non-GAAP gross profit
$
8,986
$
10,715
$
9,641
Non-GAAP gross margin
40
%
37
%
37
%
Reconciliation of GAAP operating expenses to non-GAAP
operating expenses
GAAP operating expenses
$
12,587
$
11,798
$
11,943
Reconciling items included in GAAP operating expenses:
Stock-based compensation
(972
)
(938
)
(945
)
Amortization and depreciation
(238
)
(241
)
(238
)
Strategic review-related costs
(953
)
(435
)
Restructuring and severance
(22
)
(338
)
(191
)
Total reconciling items included in GAAP operating expenses
(2,185
)
(1,952
)
(1,374
)
Non-GAAP operating expenses
$
10,402
$
9,846
$
10,569
Reconciliation of GAAP net income (loss) to non-GAAP
adjusted EBITDA
GAAP net loss
$
(4,558
)
$
(1,604
)
$
(2,719
)
Reconciling items included in GAAP net loss:
Income tax provision
20
103
26
Interest expense, net
87
76
50
Foreign currency gains (losses), net
256
(209
)
(89
)
Stock-based compensation
1,019
998
990
Amortization and depreciation
785
732
623
Strategic review-related costs
953
435
Restructuring and severance
22
338
191
Total reconciling items included in GAAP net loss
3,142
2,473
1,791
Non-GAAP adjusted EBITDA
$
(1,416
)
$
869
$
(928
)
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