Identiv Inc
For the period ended Jun 30, 2024. Filed Aug 9, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 9, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-10.
0000950170-24-057322
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-06-30; filed 2024-08-09.
0000950170-24-094283
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 107 previous paragraphs and 93 current paragraphs.
48 unchanged; 33 reworded; 10 added; 25 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 9 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (10)
Current report
As disclosed in Note 1, Basis of Presentation and Note 3, Discontinued Operations, in the second quarter of 2024, we entered into an agreement to sell our Physical Security Business (as defined below). We determined that the Physical Security Business met the “held-for-sale” criteria and the “discontinued operations” criteria in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements (“ASC 205”), as of June 30, 2024. As a result, we have one reportable segment remaining: the IoT Business segment.
Current report
Our results of operations for the three and six months ended June 30, 2024 and 2023 is as follows (in thousands, except percentages).
Current report
Net revenue for the three and six months ended June 30, 2024 was $6.7 million and $13.4 million, respectively, decreases of 41% and 34% compared with $11.5 million and $20.4 million, respectively, for the comparable periods of 2023.
Current report
Net revenue in the Americas for the three and six months ended June 30, 2024 was $3.4 million and $6.3 million, respectively, decreases of 57% and 56% compared to $7.9 million and $14.3 million, respectively, for the comparable periods of 2023. These decreases were primarily due to substantially lower unit sales of RFID transponder products to one of our customers undergoing a technology transition to their next-generation (Gen 3) chip. We do not expect shipments to this customer for at least a few quarters while they work on producing their Gen 3 chip.
Current report
Net revenue in Europe, the Middle East, and the Asia-Pacific for the three months ended June 30, 2024 was $3.4 million, a decrease of 5% compared with the comparable period of 2023. The decrease was primarily due to lower sales of RFID transponder products in the Asia-Pacific, partially offset by higher sales RFID transponder products in Europe and the Middle East. Net revenue in Europe, the Middle East, and the Asia-Pacific for the six months ended June 30, 2024 was $7.1 million, an increase of 17% compared with the comparable period of 2023. The increase was primarily due to higher sales of RFID transponder products in Europe and the Middle East, partially offset by lower sales RFID transponder products in the Asia-Pacific.
Current report
Gross profit margins for the three and six months ended June 30, 2024 decreased to 9% and 8% from 14% in the comparable periods of 2023. The decrease in gross profit margins was primarily attributable to substantially lower unit sales to one of our customers, as discussed above, resulting in underutilization of our manufacturing production facilities in Singapore and Thailand.
Current report
Income Tax Benefit (Provision)
Current report
Income from Discontinued Operations, net of tax
Current report
Income from discontinued operations consists of the results of operations, net of tax of our Physical Security Business which we disclosed as assets-held-for sale and discontinued operations in accordance with ASC 205.
Current report
Cash provided by financing activities during the six months ended June 30, 2023 was $10.6 million, which consisted of net borrowings of $9.9 million under our revolving loan facility with our lender, proceeds received from the exercise of warrants by 21 April Fund, LP and 21 April Fund, Ltd. of approximately $1.0 million, partially offset by net share settlements of RSUs of $0.3 million.
Removed paragraphs (25)
Previous report
Identiv is a global provider of secure identification and physical security.
Previous report
We are leveraging our RFID-enabled physical device-management expertise as well as our physical access, video and analytics solutions to provide leading solutions as our customers, and our customers’ customers, embrace the Internet of Things ("IoT"). Customers in the technology and mobility, consumer, government, healthcare, education and other sectors rely on Identiv’s identification and access solutions. Identiv’s platform encompasses RFID and near-field communication ("NFC"), cybersecurity, and the full spectrum of physical access, video, and audio security. We are bringing the benefits of the IoT to a wide range of physical, connected items.
Previous report
Identiv’s mission is to digitally enable every physical thing and every physical place on the planet. Our full continuum of security solutions is delivered through our platform of RFID-enabled devices, mobile, client/server, cloud, web, dedicated hardware and software defined architectures. In doing so, we believe that we will create smart physical security and a smarter physical world.
Previous report
Segments
Previous report
Seasonality and Other Factors
Previous report
In our business overall, we experience variations in demand for our offerings from quarter to quarter, and typically experience a stronger demand cycle in the second half of our fiscal year. Sales of our physical access control solutions and related products to U.S. government agencies are subject to annual government budget cycles and generally are highest in the third quarter of each year. Sales of our identity readers, many of which are sold to government agencies worldwide, are impacted by project schedules of government agencies, as well as roll-out schedules for application deployments. Further, this business is typically subject to seasonality based on differing commercial and global government budget cycles. Lower sales are expected in the U.S. in the first half, and in particular, the first quarter of the year, with higher sales typically in the second half of each year. In the Asia-Pacific, with fiscal year-ends in March and June, order demand can be higher in the first quarter as customers attempt to complete projects before the end of the fiscal year. Accordingly, our net revenue levels in the first quarter each year often depend on the relative strength of project completions and sales mix between our U.S. customer base and our international customer base.
Previous report
Purchasing of our Products and Services for U.S. Federal Government Security Programs
Previous report
In addition to the general seasonality of demand, overall U.S. Federal government expenditure patterns have a significant effect on demand for our products due to the significant portion of revenue that is typically sourced from U.S. Federal government agencies. Drivers of growth included our technology strength and proven security solutions, and continued strength in investments for security across a number of different agencies. We believe that the success and growth of our business will continue through the U.S. Federal government focus on security and our successful procurement of government business. If there are changes in government purchasing policies or budgetary constraints, there could be implications for our growth prospects and operating results. If we are unable to meet end-user or customer volume or performance expectations, then our business prospects and operating results may be adversely affected.
Previous report
The following table includes net revenue and net profit information by business segment and reconciles gross profit to loss before income tax provision (in thousands, except percentages).
Previous report
Net revenue for the three months ended March 31, 2024 was $22.5 million, a decrease of 13% compared with $26.0 million for the comparable period of 2023. Net revenue in the Americas was $16.5 million for the three months ended March 31, 2024, a decrease of 24% compared to $21.6 million for the comparable period of 2023. Net revenue in Europe, the Middle East, and the Asia-Pacific was approximately $6.0 million for the three months ended March 31, 2024, an increase of 37% compared with the comparable period of 2023.
Previous report
Identity Segment
Previous report
Net revenue in our Identity segment was $12.8 million for the three months ended March 31, 2024, a decrease of 13% compared with $14.7 million for the comparable period of 2023. Net revenue in this segment for the three months ended March 31, 2024 represented 57% of our net revenue, compared to 56% in the comparable period of 2023.
Previous report
Net revenue in this segment in the Americas for the three months ended March 31, 2024 decreased 30% compared to the three months ended March 31, 2023. The decrease was primarily due to lower sales of RFID transponder products to consumer products contract manufacturers.
Previous report
Net revenue in this segment in Europe, the Middle East, and the Asia-Pacific for the three months ended March 31, 2024 increased 42% compared with the comparable period of 2023. The increase was primarily due to higher sales of RFID transponder products, and higher sales of our legacy smart card readers to existing customers in the medical device and library markets.
Previous report
Premises Segment
Previous report
Net revenue in our Premises segment was $9.7 million for the three months ended March 31, 2024, a decrease of 15% compared with $11.3 million for the comparable period of 2023. Net revenue in our Premises segment for the three months ended March 31, 2024 represented 43% of our net revenue, compared to 44% in the comparable period of the prior year.
Previous report
Net revenue in this segment in the Americas for the three months ended March 31, 2024 decreased 17%, compared with the comparable period of 2023 due to lower sales of Hirsch Velocity hardware, software, and video product offerings across both federal government and commercial businesses.
Previous report
Net revenue in this segment across Europe, the Middle East, and the Asia-Pacific for the three months ended March 31, 2024 increased 14%, compared with the comparable period of 2023. Net revenue in these regions is primarily project driven and can vary period to period.
Previous report
As a general trend, U.S. Federal agencies continue to be subject to security improvement mandates under programs such as Homeland Security Presidential Directive-12 (“HSPD-12”) and reiterated in memoranda from the Office of Management and Budget (“OMB M-11-11”). We believe that our solutions for trusted physical access is an attractive offering to help federal agency customers move towards compliance with federal directives and mandates. To address sales opportunities in the United States in general and with our U.S. Government customers in particular, we focus on a strong U.S. sales organization and our sales presence in Washington D.C.
Previous report
If the Asset Sale is completed, we will no longer receive any revenue from our Premises segment.
Previous report
Identity Segment
Previous report
In our Identity segment, gross profit in the three months ended March 31, 2024 was $2.8 million compared with $3.1 million in the comparable period of 2023. Gross profit margins in the Identity segment for the three months ended March 31, 2024 increased to 22% from 21% in the comparable period of 2023. The increase in gross profit margins was primarily attributable to changes in product mix, with higher sales of higher margin smart card readers, partially offset by lower sales of lower margin RFID transponder products, and increased manufacturing overhead expenses associated with our Thailand operations that began production in the third quarter of 2023.
Previous report
Premises Segment
Previous report
In our Premises segment, gross profit in the three months ended March 31, 2024 was $5.6 million compared with $6.1 million in the comparable period of 2023. Gross profit margins in the Premises segment for the three months ended March 31, 2024 increased to 58% from 54% in the comparable period of 2023. The increase in gross profit margins was primarily attributable to lower freight and logistic costs.
Previous report
Income Tax Provision
Reworded paragraphs (33)
Previous wording
We have organized our operations into two reportable business segments, principally by solution families: Identity and Premises. Our Identity segment includes products and solutions enabling secure access to information serving the logical access and cyber-security market, and protecting connected objects and information using RFID embedded security. Our Premises segment includes our solutions to address the premises security market for government and enterprise, including access control, video surveillance, analytics, audio, access readers and identities.
Current wording
Historically, we organized our operations into two reportable business segments: Identity and Premises. Our Identity segment included products and solutions that enabled secure access to information serving the logical access and cyber-security market, and protected connected objects and information using RFID embedded security. Our Premises segment included the Company's solutions to address the premises security market for government and enterprise, including access control, video surveillance, analytics, audio, access readers and identities.
Previous wording
Following the completion of the Asset Sale, we will continue to be a public company operating under the name Identiv, Inc. and will continue to own the assets and liabilities of our business that are not sold to Buyer, which we refer to herein as the “IoT Business”. As of immediately following the closing of the Asset Sale, all of our revenues will be generated by the IoT Business. The IoT Business is developing, manufacturing, and supplying specialty IoT solutions tailored for the healthcare industry and other high-value end markets. Our specialty RFID IoT devices, including NFC, high frequency (HF), dual frequency (DF), ultra-high frequency (UHF) and Bluetooth Low Energy (BLE), are attached to or embedded into physical items, providing those items with a unique digital identity.
Current wording
The IoT Business segment develops, manufactures, and supplies specialty IoT solutions tailored for the healthcare industry and other high-value end markets. Our specialty RFID IoT devices, including NFC, high frequency (HF), dual frequency (DF), ultra-high frequency (UHF) and Bluetooth Low Energy (BLE), are attached to or embedded into physical items, such as syringes, pill containers, wine bottles, and sports jerseys, providing those items with a unique digital identity. These devices enable unique and secure digital interaction with the physical world while simultaneously capturing relevant data which can then be analyzed and managed by the end customer. We sell our products across multiple industries, focusing on pharmaceutical and medical devices, consumer electronics, mobile devices, wine and spirits, luxury goods, libraries, and logistics.
Previous wording
On April 2, 2024, we entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Hawk Acquisition, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions (“Vitaprotech”). Upon the terms and subject to the conditions set forth in the Purchase Agreement, at the closing of the transactions contemplated thereby, we will sell our physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, our wholly-owned subsidiary (the “Physical Security Business”), to Buyer in exchange for $145.0 million (the “Purchase Price”), subject to customary adjustments set forth in the Purchase Agreement, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the “Asset Sale”).
Current wording
On April 2, 2024, we entered into a Stock and Asset Purchase Agreement (the “Purchase Agreement”) with Hawk Acquisition, Inc., a Delaware corporation (“Buyer”) and a wholly-owned subsidiary of Vitaprotech SAS, a French société par actions simplifiée and provider of security solutions (“Vitaprotech”). Upon the terms and subject to the conditions set forth in the Purchase Agreement, at the closing of the transactions contemplated thereby, we will sell our physical security, access card, and identity reader operations and assets, including all outstanding shares of Identiv Private Limited, our wholly-owned subsidiary (the “Physical Security Business”), to Buyer in exchange for $145.0 million (the “Purchase Price”), subject to customary adjustments, including net working capital, as set forth in the Purchase Agreement, and the assumption by Buyer of certain liabilities related to the Physical Security Business (collectively, the “Asset Sale”).
Previous wording
The completion of the Asset Sale and the other transactions contemplated by the Purchase Agreement (the “Closing”) is subject to customary conditions, including, (1) the approval of the Asset Sale by our stockholders, (2) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (3) the absence of any order that has the effect of enjoining or otherwise prohibiting the completion of the Asset Sale, (4) each party’s representations and warranties being true and correct as of the Closing, (5) each party’s material compliance with agreements, covenants and conditions, (6) obtaining clearance from the Committee on Foreign Investment in the United States (“CFIUS”), (7) obtaining approval under the United Kingdom National Security and Investment Act 2021 (the “NSI Act”), and (8) delivery of the
Current wording
On June 28, 2024, the Asset Sale was approved by our stockholders at the 2024 annual meeting of stockholders. We anticipate the completion of the Asset Sale and the other transactions contemplated by the Purchase Agreement (the “Closing”) will occur in the third quarter of 2024 upon satisfaction of various closing conditions and regulatory approvals, including, (1) the absence of any order that has the effect of enjoining or otherwise prohibiting the completion of the Asset Sale, (2) each party’s representations and warranties being true and correct as of the Closing, (3) each party’s material compliance with agreements, covenants and conditions, (4) obtaining clearance from the Committee on Foreign Investment in the United States (“CFIUS”), and (5) delivery of the Purchase
Previous wording
Purchase Price. The Closing is not subject to the approval of Buyer’s stockholders or the receipt of financing by Buyer. Certain of Buyer’s obligations under the Purchase Agreement are guaranteed by Vitaprotech.
Current wording
Price. The Closing is not subject to the approval of Buyer’s stockholders or the receipt of financing by Buyer. Certain of Buyer’s obligations under the Purchase Agreement are guaranteed by Vitaprotech.
Previous wording
Upon the closing of the Asset Sale, Steven Humphreys, our Chief Executive Officer and certain other members of the our senior management will join Buyer. Following the completion of the Asset Sale and the departure of these members of senior management, the senior management of the Company will include Kirsten Newquist, currently President, IoT Solutions, Justin Scarpulla, Chief Financial Officer, Edward Kirnbauer, Vice President, Global Corporate Controller, Dr. Manfred Mueller, Chief Strategy Officer, Amir Khoshniyati, Executive Vice President and General Manager, IoT Solutions, and Boon Yong (BY) Koh, Executive Vice President, Operations. Ms. Newquist joined the Company on April 15, 2024. Upon Mr. Humphreys’ departure, Ms. Newquist will assume the role of Chief Executive Officer of the Company and is expected to serve as a member of the board of directors.
Current wording
Upon the closing of the Asset Sale, Steven Humphreys, our Chief Executive Officer and certain other members of our senior management will join Buyer. Following the completion of the Asset Sale and the departure of these members of senior management, the senior management of the Company will include Kirsten Newquist, currently President, IoT Solutions, Justin Scarpulla, Chief Financial Officer, Edward Kirnbauer, Vice President, Global Corporate Controller, Dr. Manfred Mueller, Chief Strategy Officer, Amir Khoshniyati, Executive Vice President and General Manager, IoT Solutions, and Boon Yong (BY) Koh, Executive Vice President, Operations. Ms. Newquist joined the Company on April 15, 2024. Upon Mr. Humphreys’ departure, Ms. Newquist will assume the role of Chief Executive Officer of the Company and is expected to serve as a member of the board of directors.
Previous wording
In addition, upon the closing of the Asset Sale, restricted stock units (“RSUs”) relating to unvested shares held by our employees who are employed by the Physical Security Business and remain employed by the Company through the closing of the Asset Sale and, effective immediately following the Asset Sale, become employees of Buyer (or an affiliate of Buyer) will become vested at Closing, while RSUs held by our non-employee directors will remain outstanding and continue to vest according to their terms.
Current wording
In addition, upon the closing of the Asset Sale, restricted stock units (“RSUs”) relating to unvested shares held by our employees who are employed by the Physical Security Business and remain employed by the Company through the closing of the Asset Sale and, effective immediately following the Asset Sale, become employees of Buyer (or an affiliate of Buyer) will become vested at Closing, while RSUs held by our remaining employees and non-employee directors will continue to vest according to their terms.
Previous wording
Our financial performance depends on the pace, scope and depth of end-user adoption of our RFID products in multiple industries. That pace, scope and depth has resulted in large fluctuations in our operating results. For example, the end-user adoption of BLE devices, which accelerated in 2023, is expected to pause in 2024 and possibly beyond. As a result, we have experienced a corresponding decrease in utilization in our facilities in Southeast Asia.
Current wording
Our financial performance depends on the pace, scope and depth of end-user adoption of our RFID products in multiple industries. That pace, scope and depth has resulted in large fluctuations in our operating results. For example, adoption of BLE devices, which accelerated in 2023, significantly declined to date in 2024, as we have experienced lower unit sales of BLE transponder products to one of our customers undergoing a technology transition. We do not expect to resume shipments to this customer for at least a few quarters. As a result, we have experienced a corresponding decrease in utilization in our production facilities in Southeast Asia.
Previous wording
We believe significant improvement in chip capabilities at lower costs has accelerated the opportunities for product engineers to integrate RFID into their products to create new and more engaging customer experiences, product reliability and performance. Though we believe the number of opportunities for RFID-based solutions has increased, the evaluation period and customer adoption originally expected has taken longer than we anticipated.
Current wording
We believe significant improvement in chip capabilities at lower costs has accelerated the opportunities for product engineers to integrate RFID into their products to create new and more engaging customer experiences, reduce counterfeiting, and ensure proper product use and adherence. Though we believe the number of opportunities for RFID-based solutions has increased, the evaluation period and customer adoption originally expected for certain applications has taken longer than we anticipated.
Previous wording
Our remaining business will be affected by the Asset Sale, assuming it closes. The pending Asset Sale will include assets and operations representing the majority of our historical revenues, representing approximately 63% of our 2023 revenue, as well as a substantial portion of our assets, representing approximately 43% of our assets as of December 31, 2023. The gross margin profile of the remaining business will be significantly lower than our historical total gross margins and we will continue to carry the costs of a publicly traded company across a lower revenue base. As a result, we expect our net loss to increase substantially. From a liquidity and capital resources perspective, the Asset Sale is expected to result in approximately $145 million in proceeds to the company; excluding transaction costs, taxes and other costs associated with the closing of the Asset Sale.
Current wording
Our remaining business will be affected by the Asset Sale, assuming it closes. The pending Asset Sale includes assets and operations that have historically represented the majority of our revenues, representing approximately 63% of our 2023 revenue, as well as a substantial portion of our assets, representing approximately 43% of our assets as of December 31, 2023. The gross margin profile of the remaining business will be significantly lower than our historical total gross margins across a lower revenue base. As a result, we expect our net loss to increase substantially. From a liquidity and capital resources perspective, the Asset Sale is expected to result in approximately $145.0 million in proceeds to the Company; excluding transaction costs, taxes and other costs associated with the closing of the Asset Sale.
Previous wording
For additional information regarding the risks related to the proposed Asset Sale, see “Risks Related to the Asset Sale” and “Risks Related to the Company’s IoT Business if the Asset Sale is Completed” under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Current wording
For additional information regarding the risks related to the pending Asset Sale, see “Risks Related to the Asset Sale” and “Risks Related to the Company’s IoT Business if the Asset Sale is Completed” under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.
Previous wording
Gross profit for the three months ended March 31, 2024 was $8.4 million, or 37% of net revenue, compared with $9.2 million, or 35% of net revenue in the comparable period of 2023. Gross profit represents net revenue less direct cost of product sales, manufacturing overhead, other costs directly related to preparing the product for sale including freight, scrap, inventory adjustments and amortization, where applicable.
Current wording
Gross profit for the three months ended June 30, 2024 was $0.6 million compared with $1.6 million in the comparable period of 2023. Gross profit for six months ended June 30, 2024 was $1.1 million compared with $2.9 million in the comparable period of 2023. Gross profit represents net revenue less direct cost of product sales, manufacturing overhead, other costs directly related to preparing the product for sale including freight, scrap, and inventory adjustments, where applicable.
Previous wording
We expect there will be variation in our total gross profit from period to period, as our gross profit has been and will continue to be affected primarily by varying mix among our products. Within each product category, gross margins have tended to be consistent, but over time may be affected by a variety of factors, including, without limitation, competition, product pricing, the volume of sales in any given quarter, manufacturing volumes, product configuration and mix, the availability of new products, product enhancements, software and services, risk of inventory write-downs and the cost and availability of components.
Current wording
We expect there will be variation in our gross profit from period to period, as our gross profit has been and will continue to be affected primarily by varying mix among our products. Within each product category, gross margins have tended to be consistent, but over time may be affected by a variety of factors, including, without limitation, competition, product pricing, the volume of sales in any given quarter, manufacturing volumes, product configuration and mix, the availability of new products, product enhancements, risk of inventory write-downs and the cost and availability of components.
Previous wording
Information about our operating expenses for the three months ended March 31, 2024 and 2023 is set forth below (dollars in thousands).
Current wording
Information about our operating expenses for the three and six months ended June 30, 2024 and 2023 is set forth below (dollars in thousands).
Previous wording
Research and development expenses for the three months ended March 31, 2024 increased compared to the comparable prior year period primarily due to higher headcount and related payroll costs.
Current wording
Research and development expenses for the three and six months ended June 30, 2024 decreased compared to the comparable prior year period primarily due to costs incurred in the second quarter of 2023 associated with the setup of our Thailand facility in 2023, as well as lower headcount and related payroll costs year over year.
Previous wording
Selling and marketing expenses consist primarily of employee compensation as well as amortization expense of certain intangible assets, customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs.
Current wording
Selling and marketing expenses consist primarily of employee compensation as well as customer lead generation activities, tradeshow participation, advertising and other marketing and selling costs.
Previous wording
Selling and marketing expenses for the three months ended March 31, 2024 decreased compared to the three months ended March 31, 2023 primarily due to lower headcount and related payroll costs, lower third-party contractor costs as well as lower trade show related costs in 2024 compared to 2023.
Current wording
Selling and marketing expenses for the three months ended June 30, 2024 increased compared to the three months ended June 30, 2023 primarily due to higher stock-based compensation expense period over period. Selling and marketing expenses for the six months ended June 30, 2024 decreased compared to the six months ended June 30, 2023 primarily due to lower third-party contractor costs as well as lower trade show-related costs in 2024 compared to 2023.
Previous wording
General and administrative expenses for the three months ended March 31, 2024 increased compared to the prior year period primarily due to higher headcount and related payroll costs, and professional services and legal fees of $1.0 million associated with strategic review-related activities incurred in 2024.
Current wording
General and administrative expenses for the three and six months ended June 30, 2024 increased compared to the prior year period primarily due to higher headcount and related payroll costs, higher stock-based compensation expense, higher outside contractors costs, and legal fees, as well as professional services fees of $1.6 million and $2.6 million, respectively, associated with strategic review-related activities incurred in 2024.
Previous wording
Restructuring expenses for the three months ended March 31, 2024, and 2023 consisted of severance related costs of $22,000 and $191,000, respectively.
Current wording
Restructuring expenses for the three and six months ended June 30, 2023 consisted of severance related costs.
Previous wording
Information about our non-operating income (expense) for the three months ended March 31, 2024 and 2023 is set forth below (dollars in thousands).
Current wording
Information about our non-operating income (expense) for the three and six months ended June 30, 2024 and 2023 is set forth below (dollars in thousands).
Previous wording
Interest expense, net consists of interest on financial liabilities and amortization of debt issuance costs. The increase in interest expense for the three months ended March 31, 2024 compared to the comparable period of 2023 was attributable to higher borrowings under our revolving loan facility with our lender in 2024 compared with 2023.
Current wording
Interest expense, net consists of interest on financial liabilities and amortization of debt issuance costs. The increase in interest expense for the three and six months ended June 30, 2024 compared to the comparable period of 2023 was attributable to higher borrowings under our revolving loan facility with our lender in 2024 compared with 2023.
Previous wording
Changes in currency valuation in the periods mainly were the result of exchange rate movements between the U.S. Dollar, the Indian Rupee, the Canadian Dollar, the Thai Baht and the Euro. Our foreign currency gains and losses primarily result from the valuation of current assets and liabilities denominated in a currency other than the functional currency of the respective entity in the local financial statements.
Current wording
Changes in currency valuation in the periods mainly were the result of exchange rate movements between the U.S. Dollar, the Euro and the Thai Baht. Our foreign currency gains and losses primarily result from the valuation of current assets and liabilities denominated in a currency other than the functional currency of the respective entity in the local financial statements.
Previous wording
As of March 31, 2024, our deferred tax assets are fully offset by a valuation allowance. Accounting Standards Codification (“ASC”) 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available evidence, which includes historical operating performance, reported cumulative net losses since inception and difficulty in accurately forecasting our future results, we provided a full valuation allowance against all of our net U.S. and foreign deferred tax assets. We reassess the need for our valuation allowance on a quarterly basis. If it is later determined that a portion or all of the valuation allowance is not required, it generally will be a benefit to the income tax provision in the period such determination is made.
Current wording
As of June 30, 2024, our deferred tax assets are fully offset by a valuation allowance. ASC 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not. Based upon the weight of available evidence, which includes historical operating performance, reported cumulative net losses since inception and difficulty in accurately forecasting our future results, we provided a full valuation allowance against all of our net U.S. and foreign deferred tax assets. We reassess the need for our valuation allowance on a quarterly basis. If it is later determined that a portion or all of the valuation allowance is not required, it generally will be a benefit to the income tax provision in the period such determination is made.
Previous wording
We recorded an income tax provision during the three months ended March 31, 2024. The effective tax rates for the three months ended March 31, 2024 and 2023 differ from the federal statutory rate of 21% primarily due to a change in valuation allowance, and the provision or benefit in certain foreign jurisdictions, which are subject to higher tax rates.
Current wording
We recorded an income tax benefit and provision during the three and six months ended June 30, 2024, respectively. The effective tax rates for the three and six months ended June 30, 2024 and 2023 differ from the federal statutory rate of 21% primarily due to a change in valuation allowance, and the provision or benefit in certain foreign jurisdictions, which are subject to higher tax rates.
Previous wording
As of March 31, 2024, our working capital, defined as current assets less current liabilities, was $45.6 million, a decrease of $3.1 million compared to $48.7 million as of December 31, 2023. As of March 31, 2024, our cash and cash equivalents balance was $21.6 million.
Current wording
As of June 30, 2024, our working capital, defined as current assets less current liabilities, was $41.2 million, a decrease of $7.6 million compared to $48.7 million as of December 31, 2023. As of June 30, 2024, our cash and cash equivalents balance was $18.4 million.
Previous wording
As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant additional taxes related to such amounts. However, our estimates are provisional and subject to further analysis. Generally, most of our foreign subsidiaries have accumulated deficits and cash and cash equivalents that are held outside the United States are typically not cash generated from earnings that would be subject to tax upon repatriation if transferred to the United States. We have access to the cash held outside the United States to fund domestic operations and obligations without any material income tax consequences. As of March 31, 2024, the amount of cash included at such subsidiaries was $5.3 million. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.
Current wording
As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these earnings to the U.S. would not incur significant additional taxes related to such amounts. However, our estimates are provisional and subject to further analysis. Generally, most of our foreign subsidiaries have accumulated deficits and cash and cash equivalents that are held outside the United States are typically not cash generated from earnings that would be subject to tax upon repatriation if transferred to the United States. We have access to the cash held outside the United States to fund domestic operations and obligations without any material income tax consequences. As of June 30, 2024, the amount of cash included at such subsidiaries was $6.9 million. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.
Previous wording
We have historically incurred operating losses and negative cash flows from operating activities, and we may continue to incur losses in the future. As of March 31, 2024, we had an accumulated deficit of $419.4 million. During the three months ended March 31, 2024, we had a net loss of $4.6 million.
Current wording
We have historically incurred operating losses and negative cash flows from operating activities, and we expect to continue to incur losses in the future. As of June 30, 2024, we had an accumulated deficit of $425.6 million. During the six months ended June 30, 2024, we had a net loss of $10.8 million which included strategic review-related costs of $2.6 million. We will continue to incur strategic review-related costs through the closing of the Asset Sale.
Previous wording
We believe our existing cash and cash equivalents, together with cash generated from operations and available credit under our Loan Agreement will be sufficient to satisfy our working capital needs to fund operations for the next 12 months. We may also use cash to acquire or invest in complementary businesses, technologies, services or products that would change our cash requirements. We may also choose to finance our business through public or private equity offerings, debt financings or other arrangements. However, there can be no assurance that additional capital will be available to us or that such capital will be available to us on acceptable terms. If we raise funds by issuing equity securities, dilution to stockholders could result. Debt or any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or loans could impose significant restrictions on our operations. The incurrence of additional indebtedness or the issuance of certain debt or equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely affect our ability to conduct our business. Our Loan Agreement imposes restrictions on our operations, increases our fixed payment obligations and has restrictive covenants. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we are not able to secure additional funding when needed, we may have to curtail or reduce the scope of our business or forgo potential business opportunities.
Current wording
We believe our existing cash and cash equivalents, together with cash generated from operations and available credit under our Loan Agreement will be sufficient to satisfy our working capital needs to fund operations for the next 12 months. We may also use cash to acquire or invest in complementary businesses, technologies, services or products that would change our cash requirements. We may also choose to finance our business through public or private equity offerings, debt financings or other arrangements. However, there can be no assurance that additional capital will be available to us or that such capital will be available to us on acceptable terms. If we raise funds by issuing equity securities, dilution to stockholders could result. Debt or any equity securities issued also may provide for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or loans could impose significant restrictions on our operations. The incurrence of additional indebtedness or the issuance of certain debt or equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights and other operating restrictions that could adversely affect our ability to conduct our business. Our
Previous wording
The following summarizes our cash flows for the three months ended March 31, 2024 and 2023 (in thousands):
Current wording
The following summarizes our cash flows for the six months ended June 30, 2024 and 2023 (in thousands):
Previous wording
Cash used in operating activities for the three months ended March 31, 2024 of $1.3 million, was primarily due to net loss of $4.6 million, offset by an increase in cash from net changes in operating assets and liabilities of $1.4 million and adjustments for certain non-cash items of $1.8 million, consisting primarily of depreciation, amortization and stock-based compensation.
Current wording
Cash used in operating activities for the six months ended June 30, 2024 of $2.3 million, was primarily due to net loss of $10.8 million, offset by an increase in cash from net changes in operating assets and liabilities of $4.4 million and adjustments for certain non-cash items of $4.1 million, consisting primarily of depreciation, amortization and stock-based compensation.
Previous wording
Cash used in operating activities for the three months ended March 31, 2023 of $4.7 million, was primarily due to net loss of $2.7 million, a decrease in cash from net changes in operating assets and liabilities of $3.6 million, which included $1.7 million in strategic inventory purchases, partially offset by adjustments for certain non-cash items of $1.6 million, consisting primarily of depreciation, amortization and stock-based compensation.
Current wording
Cash used in operating activities for the six months ended June 30, 2023 of $3.3 million, was primarily due to net loss of $3.9 million, a decrease in cash from net changes in operating assets and liabilities of $2.7 million, which included $2.2 million in strategic inventory purchases, partially offset by adjustments for certain non-cash items of $3.3 million, consisting primarily of depreciation, amortization and stock-based compensation.
Previous wording
Cash used in investing activities for the three months ended March 31, 2024 and 2024 were $0.2 million and $1.2 million, respectively, which related primarily to capital investment expenditures in our manufacturing facility in Thailand.
Current wording
Cash used in investing activities for the six months ended June 30, 2024 and 2023 was $0.4 million and $2.4 million, respectively, which related primarily to capital investment expenditures in our manufacturing facility in Thailand.
Previous wording
Cash used in financing activities during the three months ended March 31, 2024 was $0.4 million, which consisted primarily of net share settlements of RSUs. Cash used in financing activities during the three months ended March 31, 2023 consisted of net borrowings of $9.9 million under our revolving loan facility with our lender, partially offset by net share settlements of RSUs of $0.2 million.
Current wording
Cash used in financing activities during the six months ended June 30, 2024 was $2.7 million, which consisted of net repayments of $2.1 million under our revolving loan facility with our lender, and net share settlements of RSUs of $0.5 million.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Following the completion of the Asset Sale, we will continue to be a public company operating under the name Identiv, Inc. and will continue to own the assets and liabilities of our business that are not sold to Buyer, which we refer to herein as the “IoT Business”. The discussion in this Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, unless otherwise noted, relates solely to the Company’s continuing operations.
Current report — wording carried from elsewhere
Loan Agreement imposes restrictions on our operations, increases our fixed payment obligations and has restrictive covenants. In addition, the issuance of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we are not able to secure additional funding when needed, we may have to curtail or reduce the scope of our business or forgo potential business opportunities.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Management’s discussion and analysis of financial condition and results of operations addresses historical periods and does not take into account the Asset Sale, which will affect our business on a go-forward basis, assuming the Asset Sale closes. For additional information regarding the risks related to the proposed Asset Sale, see “Risks Related to the Asset Sale” and “Risks Related to the Company’s IoT Business if the Asset Sale is Completed” under “Risk Factors” in Part II, Item 1A of this Quarterly Report on Form 10-Q.