8-K
Identiv, Inc. (INVE)
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): August 8, 2024
IDENTIV, INC.
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 000-29440 | 77-0444317 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 2201 Walnut Avenue, Suite 100,<br> <br>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<br>Symbol(s) | Name of exchange<br> <br>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 August 8, 2024, Identiv, Inc. (the “Company”) issued a press release announcing financial results for its second quarter ended June 30, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit<br>No. | Description |
| --- | --- |
| 99.1 | Press release dated August 8, 2024 issued by Identiv, Inc. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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. | ||
|---|---|---|
| August 8, 2024 | By: | /s/ Justin Scarpulla |
| Justin Scarpulla | ||
| Chief Financial Officer |
EX-99.1
Exhibit 99.1
Identiv Reports Second Quarter 2024 Financial Results
Transformative $145 Million Agreement Approved by Stockholders on June 28; On Track to Close in Q3 2024, Subject to Regulatory Approval
IoT Strategic Growth and Go-to-MarketPlan Advances; Conclusion Expected in Q4 2024
Thailand Production Facility Earns ISO 9001:2015 and ISO 14001:2015 Certifications
FREMONT, Calif. — August 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 second quarter ended June 30, 2024.
Status of Asset Sale Transaction
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 (the “Physical Security Business”) 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. As of August 8, 2024, Identiv has received approval or cleared applicable waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended, and the United Kingdom National Security and Investment Act 2021. The transaction was approved by Identiv’s stockholders on June 28, 2024, and remains subject to approval by the Committee on Foreign Investment in the United States (CFIUS). Identiv anticipates that the transaction will close in the third quarter of 2024. The proceeds from the sale will significantly strengthen Identiv’s financial position, providing capital to pursue growth opportunities for its specialty IoT solutions business.
Management Commentary
“We achieved significant milestones in the second quarter toward concluding the previously announced asset sale transaction,” said Identiv CEO Steven Humphreys. “This included a highly supportive stockholder vote in favor of the transaction, affirming our decision to focus exclusively on growing our IoT solutions business. At the same time, we made progress expanding RFID production in Thailand and advancing our strategic plan for RFID-enabled IoT applications. We are excited for the future of Identiv and remain on track for an expected close of the asset sale transaction in the third quarter.”
“I am excited to lead the IoT team through this transformational period in Identiv’s history,” said Identiv President, IoT Solutions Kirsten Newquist. “With a clear vision, a comprehensive and disciplined plan, and focused execution, we believe we can capitalize on the opportunity before us.”
GAAP Financial Results for Fiscal Second Quarter 2024
GAAP Earnings for second quarter 2024 reflect the continuing operations of the company, the “IoT Business,” as of June 30, 2024. GAAP earnings do not include revenue and operating expenses from our discontinued operations, the Physical Security Business, due to the pending sale of the assets of this business.
Revenue from continuing operations for the second quarter of 2024 was $6.7 million, compared to $11.5 million in the second quarter of 2023. Second quarter 2024 GAAP gross margin was 9.1% and non-GAAP gross margin was 14.6%, compared to second quarter 2023 GAAP gross margin of 14.2% and non-GAAP gross margin of 16.6%.
GAAP operating expenses from the IoT Business, including research and development, sales, and marketing, and general and administrative, were $7.3 million in the second quarter of 2024, compared to $5.0 million in the second quarter of 2023. Non-GAAP operating expenses from the IoT Business were $4.7 million in the second quarter of 2024, compared to $4.4 million in the second quarter of 2023. Strategic transaction-related costs included in second quarter 2024 GAAP operating expenses totaled $1.6 million. As of June 30, 2024, cumulative strategic transaction-related costs totaled $3.0 million.
GAAP net loss from the IoT Business in the second quarter of 2024 was ($6.9) million, or ($0.31) per basic and diluted share, compared to GAAP net loss of ($3.5) million, or ($0.16) per basic and diluted share, in the second quarter of 2023.
Non-GAAP adjusted EBITDA for the IoT Business in the second quarter of 2024 was ($3.7) million, compared to ($2.6) million in the second quarter of 2023.
Non-GAAP Aggregated Information for Fiscal Second Quarter 2024
In accordance with GAAP, revenue and operating expenses directly related to the Physical Security Business must be removed from their applicable statements of operations captions for continuing operations and reported for all periods presented as net income from discontinued operations in the GAAP financial statements. For this transition quarter, Identiv is presenting non-GAAP aggregated summary data to provide investors with an aggregated view of the entire business, including the Physical Security Business, to facilitate a direct comparison to prior historical results and guidance. A reconciliation of this non-GAAP aggregated information to the most directly comparable GAAP measures is included at the end of this press release.
Total revenue from continuing operations and revenue included in discontinued operations for the second quarter 2024 would have been $24.3 million, compared to GAAP revenue of $29.6 million in the second quarter of 2023. Second quarter 2024 non-GAAP aggregated gross margin would have been 35.0% and adjusted non-GAAP aggregated gross margin would have been 37.3%.
Non-GAAP aggregated operating expenses would have been $14.5 million in the second quarter of 2024, compared to GAAP operating expenses of $11.9 million in the second quarter of 2023. Adjusted non-GAAP aggregated operating expenses would have been $11.1 million in the second quarter of 2024, compared to adjusted non-GAAP operating expenses of $10.6 million in the second quarter of 2023.
Non-GAAP aggregated net loss for the second quarter of 2024 would have been ($6.2) million, or ($0.27) per basic and diluted share, compared to GAAP net loss of ($1.1) million, or ($0.06) per basic and diluted share, in the second quarter of 2023.
Non-GAAP aggregated adjusted EBITDA in the second quarter of 2024 would have been ($2.0) million, compared to non-GAAP adjusted EBITDA $0.7 million in the second quarter of 2023.
Financial Outlook
Identiv provides guidance based on current market conditions and expectations, including macroeconomic conditions and customer demand. For fiscal Q3 2024, management currently expects revenue from continuing operations to be in the range of $5.8 million to $6.1 million. If the asset sale transaction has not closed by the end of the third quarter of 2024 as anticipated, then management expects total revenue from continuing operations and revenue included in discontinued operations to be in the range of $24 million to $26 million.
Conference Call
Identiv management will hold a conference call today, August 8, 2024, at 5:00 p.m. EDT (2:00 p.m. PDT) to discuss the company’s second quarter 2024 financial results. A question-and-answer session will follow management’s presentation.
Toll-Free: 888-506-0062
International Number: +1 973-528-0011
Call ID: 242005
Webcast link: Register and Join
The teleconference replay will be available through August 22, 2024, by dialing 877-481-4010 (Toll-Free Replay Number) or +1 919-882-2331 (International Replay Number) and entering passcode 50852.
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. Identiv’s 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 (benefit), interest expense, net foreign currency gains (losses), net stock-based compensation, amortization and depreciation, restructuring and severance, and strategic review-related costs. Non-GAAP operating expenses exclude stock-based compensation, amortization and depreciation, strategic review-related expenses, and restructuring and severance. In addition, Identiv is providing a non-GAAP aggregated summary to provide an aggregated view of the entire business, including the Physical Security Business, to facilitate a direct comparison by investors to prior historical results and
guidance. In accordance with GAAP, revenue and operating expenses directly related to the Physical Security Business must be removed from their applicable statements of operations captions for continuing operations and reported for all periods presented as net income from discontinued operations in the GAAP financial statements. 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: Identiv’s expectations regarding future operating and financial outlook and performance, including 2024 third quarter guidance and outlook; Identiv’s strategy, opportunities, focus and goals; Identiv’s belief that the stockholder vote in favor of the proposed asset sale transaction reflects high interest in and support of the company’s strategic direction and focus on its IoT solutions business; the timing of the closing of the transaction; expected amount of proceeds from the transaction; the terms and conditions related to the transaction, including regulatory approvals; Identiv’s expectations with respect to the use of proceeds from the proposed transaction; Identiv’s beliefs regarding access to future capital; and Identiv’s expectations relating to the growth of its IoT business. Forward-looking statements are only predictions and are subject to a number of risks and uncertainties, many of which are outside Identiv’s 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 risk that the conditions to the closing of the transaction are not satisfied, including the risk that CFIUS approval is not obtained; the occurrence of any event, change or other circumstances that could give rise to the termination of the asset purchase agreement; the failure of the proposed transaction to close for any reason; potential litigation relating to the transaction and the effects of any outcome related thereto; any purchase price adjustments to the amount of proceeds from the transaction; the timing of closing of the proposed transaction and its effect on third quarter guidance and outlook; risks that the proposed transaction disrupts current business, plans and operations of Identiv or its business prospects; diversion of management’s attention from Identiv’s 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; Identiv’s ability to continue the momentum in its business; Identiv’s ability to successfully execute its business strategy; Identiv’s ability to capitalize on trends in its business; Identiv’s 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 Identiv’s 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, Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 and subsequent reports filed with the Securities and Exchange Commission. All forward-looking statements are based on information available to Identiv on the date hereof, and Identiv assumes no obligation to update such statements.
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 | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net revenue | $ | 6,741 | $ | 11,476 | $ | 13,399 | $ | 20,365 | ||||
| Cost of revenue | 6,127 | 9,844 | 12,302 | 17,515 | ||||||||
| Gross profit | 614 | 1,632 | 1,097 | 2,850 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 966 | 1,151 | 1,863 | 2,131 | ||||||||
| Selling and marketing | 1,828 | 1,602 | 2,997 | 3,121 | ||||||||
| General and administrative | 4,540 | 2,161 | 8,020 | 4,362 | ||||||||
| Restructuring and severance | — | 45 | — | 46 | ||||||||
| Total operating expenses | 7,334 | 4,959 | 12,880 | 9,660 | ||||||||
| Loss from continuing operations | (6,720 | ) | (3,327 | ) | (11,783 | ) | (6,810 | ) | ||||
| Non-operating income (expense): | ||||||||||||
| Interest expense, net | (149 | ) | (90 | ) | (236 | ) | (140 | ) | ||||
| Foreign currency gains (losses), net | (59 | ) | (34 | ) | (285 | ) | 62 | |||||
| Loss from continuing operations before income tax benefit (provision) | (6,928 | ) | (3,451 | ) | (12,304 | ) | (6,888 | ) | ||||
| Income tax benefit (provision) | 5 | — | (1 | ) | (2 | ) | ||||||
| Net loss from continuing operations | (6,923 | ) | (3,451 | ) | (12,305 | ) | (6,890 | ) | ||||
| Income from discontinued operations, net of tax | 707 | 2,307 | 1,531 | 3,027 | ||||||||
| Net loss | (6,216 | ) | (1,144 | ) | (10,774 | ) | (3,863 | ) | ||||
| Cumulative dividends on Series B convertible preferred stock | (232 | ) | (315 | ) | (481 | ) | (628 | ) | ||||
| Net loss available to common stockholders | $ | (6,448 | ) | $ | (1,459 | ) | $ | (11,255 | ) | $ | (4,491 | ) |
| Net income (loss) per common share: | ||||||||||||
| Basic and diluted - continuing operations | $ | (0.31 | ) | $ | (0.16 | ) | $ | (0.55 | ) | $ | (0.33 | ) |
| Basic and diluted - discontinued operations | $ | 0.03 | $ | 0.10 | $ | 0.07 | $ | 0.13 | ||||
| Basic and diluted - net loss | $ | (0.27 | ) | $ | (0.06 | ) | $ | (0.48 | ) | $ | (0.20 | ) |
| Weighted average common shares outstanding: | ||||||||||||
| Basic and diluted | 23,459 | 23,051 | 23,413 | 22,924 |
Identiv, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
| June 30, | December 31, | |||
|---|---|---|---|---|
| 2024 | 2023 | |||
| ASSETS | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 18,435 | $ | 23,312 |
| Restricted cash | 566 | 1,072 | ||
| Accounts receivable, net of allowances | 3,716 | 7,404 | ||
| Inventories | 11,267 | 13,560 | ||
| Prepaid expenses and other current assets | 1,797 | 1,222 | ||
| Current assets<br>held-for-sale | 33,600 | 32,916 | ||
| Total current assets | 69,381 | 79,486 | ||
| Property and equipment, net | 7,669 | 8,472 | ||
| Operating lease<br>right-of-use assets | 2,228 | 2,289 | ||
| Other assets | 681 | 678 | ||
| Non-current assets held-for-sale | 17,801 | 18,798 | ||
| Total assets | $ | 97,760 | $ | 109,723 |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 2,946 | $ | 4,652 |
| Financial liabilities | 7,905 | 9,949 | ||
| Operating lease liabilities | 815 | 782 | ||
| Accrued compensation and related benefits | 1,191 | 1,376 | ||
| Other accrued expenses and liabilities | 3,036 | 1,021 | ||
| Current liabilities<br>held-for-sale | 12,334 | 13,002 | ||
| Total current liabilities | 28,227 | 30,782 | ||
| Long-term operating lease liabilities | 1,393 | 1,507 | ||
| Other long-term liabilities | 27 | 26 | ||
| Non-current liabilities held-for-sale | 3,056 | 3,136 | ||
| Total liabilities | 32,703 | 35,451 | ||
| Total stockholders’ equity | 65,057 | 74,272 | ||
| Total liabilities and stockholders’ equity | $ | 97,760 | $ | 109,723 |
Identiv, Inc.
Reconciliation of GAAP to Non-GAAP Financial Information - Continuing Operations
(in thousands)
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Reconciliation of GAAP gross margin tonon-GAAP gross margin | **** | |||||||||||
| GAAP gross profit | $ | 614 | $ | 1,632 | $ | 1,097 | $ | 2,850 | ||||
| Reconciling items included in GAAP gross profit: | ||||||||||||
| Stock-based compensation | 5 | 9 | 12 | 19 | ||||||||
| Amortization and depreciation | 364 | 262 | 768 | 509 | ||||||||
| Total reconciling items included in GAAP gross profit | 369 | 271 | 780 | 528 | ||||||||
| Non-GAAP gross profit | $ | 983 | $ | 1,903 | $ | 1,877 | $ | 3,378 | ||||
| Non-GAAP gross margin | 15 | % | 17 | % | 14 | % | 17 | % | ||||
| Reconciliation of GAAP operating expenses tonon-GAAP operating expenses | **** | |||||||||||
| GAAP operating expenses | $ | 7,334 | $ | 4,959 | $ | 12,880 | $ | 9,660 | ||||
| Reconciling items included in GAAP operating expenses: | ||||||||||||
| Stock-based compensation | (981 | ) | (498 | ) | (1,492 | ) | (972 | ) | ||||
| Amortization and depreciation | (65 | ) | (33 | ) | (90 | ) | (80 | ) | ||||
| Strategic review-related costs | (1,616 | ) | — | (2,569 | ) | — | ||||||
| Restructuring and severance | — | (45 | ) | — | (46 | ) | ||||||
| Total reconciling items included in GAAP operating expenses | (2,662 | ) | (576 | ) | (4,151 | ) | (1,098 | ) | ||||
| Non-GAAP operating expenses | $ | 4,672 | $ | 4,383 | $ | 8,729 | $ | 8,562 | ||||
| Reconciliation of GAAP net loss from continuing operations tonon-GAAP adjusted EBITDA | ||||||||||||
| GAAP net loss | $ | (6,923 | ) | $ | (3,451 | ) | $ | (12,305 | ) | $ | (6,890 | ) |
| Reconciling items included in GAAP net loss: | ||||||||||||
| Income tax provision (benefit) | (5 | ) | — | 1 | 2 | |||||||
| Interest expense, net | 149 | 90 | 236 | 140 | ||||||||
| Foreign currency gains (losses), net | 59 | 9 | 285 | (155 | ) | |||||||
| Stock-based compensation | 986 | 507 | 1,504 | 991 | ||||||||
| Amortization and depreciation | 429 | 295 | 858 | 589 | ||||||||
| Strategic review-related costs | 1,616 | — | 2,569 | — | ||||||||
| Restructuring and severance | — | (45 | ) | — | (46 | ) | ||||||
| Total reconciling items included in GAAP net loss from continuing operations | 3,234 | 856 | 5,453 | 1,521 | ||||||||
| Non-GAAP adjusted EBITDA | $ | (3,689 | ) | $ | (2,595 | ) | $ | (6,852 | ) | $ | (5,369 | ) |
Identiv, Inc.
Reconciliation of GAAP Financial Information to Non-GAAP Aggregated View
(in thousands)
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Net Revenue: | ||||||||||||
| Continuing operations | $ | 6,741 | $ | 11,476 | $ | 13,399 | $ | 20,365 | ||||
| Non-GAAP discontinued operations - Physical Security<br>Business | 17,592 | 18,079 | 33,428 | 35,187 | ||||||||
| Non-GAAP Total Aggregated | $ | 24,333 | $ | 29,555 | $ | 46,827 | $ | 55,552 | ||||
| Gross Profit: | ||||||||||||
| Continuing operations | $ | 614 | $ | 1,632 | $ | 1,097 | $ | 2,850 | ||||
| Non-GAAP discontinued operations - Physical Security<br>Business | 7,904 | 9,216 | 15,813 | 17,209 | ||||||||
| Non-GAAP Total Aggregated | $ | 8,518 | $ | 10,848 | $ | 16,910 | $ | 20,059 | ||||
| Operating Expenses | ||||||||||||
| Continuing operations | $ | 7,334 | $ | 4,959 | $ | 12,880 | $ | 9,660 | ||||
| Non-GAAP discontinued operations - Physical Security<br>Business | 7,148 | 6,919 | 14,189 | 14,161 | ||||||||
| Non-GAAP Total Aggregated | $ | 14,482 | $ | 11,878 | $ | 27,069 | $ | 23,821 | ||||
| Net income (loss): | ||||||||||||
| Continuing operations | $ | (6,923 | ) | $ | (3,451 | ) | $ | (12,305 | ) | $ | (6,890 | ) |
| Non-GAAP discontinued operations - Physical Security<br>Business | 707 | 2,307 | 1,531 | 3,027 | ||||||||
| Non-GAAP Total Aggregated | $ | (6,216 | ) | $ | (1,144 | ) | $ | (10,774 | ) | $ | (3,863 | ) |
| Non-GAAP EBITDA: | ||||||||||||
| Continuing operations | $ | (3,689 | ) | $ | (2,595 | ) | $ | (6,852 | ) | $ | (5,369 | ) |
| Discontinued operations - Physical Security Business | 1,678 | 3,285 | 3,425 | 5,131 | ||||||||
| Non-GAAP Total Aggregated | $ | (2,011 | ) | $ | 690 | $ | (3,427 | ) | $ | (238 | ) |
Identiv, Inc.
Reconciliation of GAAP to Adjusted Non-GAAP Financial Information -Non-GAAP Aggregated View
(in thousands)
(unaudited)
| Three Months Ended | Six Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| June 30, | June 30, | June 30, | June 30, | |||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Reconciliation of GAAP gross margin to adjustednon-GAAP aggregated gross margin | **** | |||||||||||
| GAAP gross profit - continuing operations | $ | 614 | $ | 1,632 | $ | 1,097 | $ | 2,850 | ||||
| Non-GAAP gross profit - discontinued operations | 7,904 | 9,216 | 15,813 | 17,209 | ||||||||
| Non-GAAP Total Aggregated | 8,518 | 10,848 | 16,910 | 20,059 | ||||||||
| Reconciling items included in non-GAAP gross<br>profit: | ||||||||||||
| Stock-based compensation | 46 | 45 | 93 | 90 | ||||||||
| Amortization and depreciation | 505 | 403 | 1,052 | 788 | ||||||||
| Total reconciling items included in non-GAAP aggregated<br>gross profit | 551 | 448 | 1,145 | 878 | ||||||||
| Adjusted non-GAAP aggregated gross profit | $ | 9,069 | $ | 11,296 | $ | 18,055 | $ | 20,937 | ||||
| Adjusted non-GAAP aggregated gross margin | 37 | % | 38 | % | 39 | % | 38 | % | ||||
| Reconciliation of GAAP operating expenses to adjustednon-GAAP aggregated operating expenses | ||||||||||||
| GAAP operating expenses - continuing operations | $ | 7,334 | $ | 4,959 | $ | 12,880 | $ | 9,660 | ||||
| Non-GAAP operating expenses - discontinued<br>operations | 7,148 | 6,919 | 14,189 | 14,161 | ||||||||
| Non-GAAP Total Aggregated | 14,482 | 11,878 | 27,069 | 23,821 | ||||||||
| Reconciling items included in non-GAAP aggregated<br>operating expenses: | ||||||||||||
| Stock-based compensation | (1,429 | ) | (949 | ) | (2,401 | ) | (1,894 | ) | ||||
| Amortization and depreciation | (234 | ) | (242 | ) | (472 | ) | (480 | ) | ||||
| Strategic review-related costs | (1,616 | ) | — | (2,569 | ) | — | ||||||
| Restructuring and severance | (123 | ) | (81 | ) | (145 | ) | (272 | ) | ||||
| Total reconciling items included in non-GAAP aggregated<br>operating expenses | (3,402 | ) | (1,272 | ) | (5,587 | ) | (2,646 | ) | ||||
| Adjusted non-GAAP aggregated operating expenses | $ | 11,080 | $ | 10,606 | $ | 21,482 | $ | 21,175 | ||||
| Reconciliation of GAAP net loss to non-GAAP adjustedEBITDA | ||||||||||||
| GAAP net loss | (6,216 | ) | (1,144 | ) | (10,774 | ) | (3,863 | ) | ||||
| Reconciling items included in non-GAAP net loss: | ||||||||||||
| Income tax provision | 29 | 15 | 49 | 41 | ||||||||
| Interest expense, net | 149 | 90 | 236 | 140 | ||||||||
| Foreign currency gains (losses), net | 74 | 9 | 330 | (80 | ) | |||||||
| Stock-based compensation | 1,475 | 994 | 2,494 | 1,984 | ||||||||
| Amortization and depreciation | 739 | 645 | 1,524 | 1,268 | ||||||||
| Strategic review-related costs | 1,616 | — | 2,569 | — | ||||||||
| Restructuring and severance | 123 | 81 | 145 | 272 | ||||||||
| Total reconciling items included in non-GAAP net<br>loss | 4,205 | 1,834 | 7,347 | 3,625 | ||||||||
| Non-GAAP adjusted EBITDA | $ | (2,011 | ) | $ | 690 | $ | (3,427 | ) | $ | (238 | ) |