EX-99.1 2 d926830dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements

IDENTIV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited; in thousands, except par value)

 

     March 31,
2015
    December 31,
2014
 
ASSETS     

Current assets:

    

Cash

   $ 33,087      $ 36,547   

Accounts receivable, net of allowances of $191 and $156 as of March 31, 2015 and December 31, 2014

     9,613        13,612   

Inventories

     9,922        9,254   

Prepaid expenses

     1,301        1,002   

Other current assets

     912        1,200   
  

 

 

   

 

 

 

Total current assets

  54,835      61,615   

Property and equipment, net

  5,053      5,311   

Goodwill

  8,747      8,853   

Intangible assets, net

  8,367      8,730   

Other assets

  1,421      1,371   
  

 

 

   

 

 

 

Total assets

$ 78,423    $ 85,880   
  

 

 

   

 

 

 
LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 6,713    $ 8,372   

Earn-out liability

  3,510      3,510   

Current portion - payment obligation

  659      635   

Deferred revenue

  350      508   

Accrued compensation and related benefits

  1,984      2,139   

Other accrued expenses and liabilities

  3,562      4,471   
  

 

 

   

 

 

 

Total current liabilities

  16,778      19,635   

Long-term payment obligation

  5,373      5,545   

Long-term financial liabilities

  13,977      13,938   

Other long-term liabilities

  537      630   
  

 

 

   

 

 

 

Total liabilities

  36,665      39,748   
  

 

 

   

 

 

 

Commitments and contingencies (see Note 12)

Stockholders’ equity:

Identiv, Inc. stockholders’ equity:

Preferred stock, $0.001 par value: 10,000 shares authorized; none issued and outstanding

  —        —     

Common stock, $0.001 par value: 130,000 shares authorized; 11,020 and 10,884 shares issued and 10,717 and 10,640 outstanding as of March 31, 2015 and December 31, 2014, respectively

  11      11   

Additional paid-in capital

  389,433      389,401   

Treasury stock, 303 and 244 shares as of March 31, 2015 and December 31, 2014, respectively

  (5,178   (4,572

Accumulated deficit

  (344,462   (338,670

Accumulated other comprehensive income

  2,103      1,699   
  

 

 

   

 

 

 

Total Identiv, Inc. stockholders’ equity

  41,907      47,869   

Noncontrolling interest

  (149   (1,737
  

 

 

   

 

 

 

Total stockholders’ equity

  41,758      46,132   
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

$ 78,423    $ 85,880   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1


IDENTIV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Net revenue

   $ 14,934      $ 16,854   

Cost of revenue

     8,850        10,252   
  

 

 

   

 

 

 

Gross profit

  6,084      6,602   
  

 

 

   

 

 

 

Operating expenses:

Research and development

  1,992      1,502   

Selling and marketing

  4,995      5,035   

General and administrative

  3,065      3,043   

Restructuring and severance

  172      437   
  

 

 

   

 

 

 

Total operating expenses

  10,224      10,017   
  

 

 

   

 

 

 

Loss from operations

  (4,140   (3,415

Non-operating income (expense):

Interest expense, net

  (424   (2,084

Foreign currency loss, net

  (1,276   (93
  

 

 

   

 

 

 

Loss from continuing operations before income taxes and noncontrolling interest

  (5,840   (5,592

Income tax provision

  (19   (64
  

 

 

   

 

 

 

Loss from continuing operations before noncontrolling interest

  (5,859   (5,656

Income from discontinued operations, net of income taxes

  —        487   
  

 

 

   

 

 

 

Consolidated net loss

  (5,859   (5,169

Less: Loss attributable to noncontrolling interest

  67      41   
  

 

 

   

 

 

 

Net loss attributable to Identiv, Inc. stockholders’ equity

$ (5,792 $ (5,128
  

 

 

   

 

 

 

Basic and diluted net loss per share attributable to Identiv, Inc. stockholders’ equity:

Loss from continuing operations

$ (0.54 $ (0.74

Income from discontinued operations

  —        0.06   
  

 

 

   

 

 

 

Net loss

$ (0.54 $ (0.68
  

 

 

   

 

 

 

Weighted average shares used to compute basic and diluted loss per share

  10,702      7,569   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2


IDENTIV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)

(unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Consolidated net loss

   $ (5,859   $ (5,169

Other comprehensive income (loss), net of income taxes of nil:

    

Foreign currency translation adjustment

     843        109   
  

 

 

   

 

 

 

Consolidated comprehensive loss

  (5,016   (5,060

Less: Comprehensive (loss) income attributable to noncontrolling interest

  72      39   
  

 

 

   

 

 

 

Comprehensive loss attributable to Identiv, Inc. Stockholders’ equity

$ (4,944 $ (5,021
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3


IDENTIV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Three Months Ended March 31, 2015

(In thousands)

(unaudited)

 

     Identiv, Inc. Stockholders’ Equity     Noncontrolling
Interest
    Total
Equity
 
                  Additional
Paid-in
Capital
    Treasury
Stock
    Accumulated
Deficit
    Accumulated
Other
Comprehensive
Income
     
     Common Stock               
     Shares     Amount               

Balances, December 31, 2014

     10,640      $ 11       $ 389,401      $ (4,572   $ (338,670   $ 1,699      $ (1,737   $ 46,132   

Net loss

     —          —           —          —          (5,792     —          (67     (5,859

Other comprehensive loss

     —          —           —          —          —          848        (5     843   

Issuance of common stock to acquire share of noncontrolling interest

     95        —           (1,216     —          —          (444     1,660        —     

Issuance of common stock in connection with exercise of options and warrants

     41        —           6        —          —          —          —          6   

Stock-based compensation expense

     —          —           1,206        —          —          —          —          1,206   

Repurchase of common stock

     (59     —           —          (606     —          —          —          (606

Issuance of warrants

     —          —           36        —          —          —          —          36   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balances, March 31, 2015

  10,717    $ 11    $ 389,433    $ (5,178 $ (344,462 $ 2,103    $ (149 $ 41,758   
  

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4


IDENTIV, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(unaudited)

 

     Three Months Ended
March 31,
 
     2015     2014  

Cash flows from operating activities:

    

Net loss

   $ (5,859   $ (5,169

Gain on sale of discontinued operations

     —          (452

Adjustments to reconcile net loss to net cash used in operating activities:

    

Depreciation and amortization

     729        752   

Accretion of interest to related party liability

     134        146   

Amortization of debt issuance costs

     116        1,734   

Stock-based compensation expense

     1,206        200   

Warrant expense

     36        —     

Changes in operating assets and liabilities:

    

Accounts receivable

     3,763        (408

Inventories

     (1,060     (1,241

Prepaid expenses and other assets

     (163     (321

Accounts payable

     (1,451     2,600   

Payment obligation liability

     (282     (274

Deferred revenue

     (158     (204

Accrued expenses and other liabilities

     (959     (1,364
  

 

 

   

 

 

 

Net cash used in operating activities

  (3,948   (4,001
  

 

 

   

 

 

 

Cash flows from investing activities:

Capital expenditures

  (169   (262

Proceeds from sale of business

  —        1,286   
  

 

 

   

 

 

 

Net cash (used in) provided by investing activities

  (169   1,024   
  

 

 

   

 

 

 

Cash flows from financing activities:

Proceeds from issuance of debt, net of issuance costs

  —        14,000   

Proceeds from capital raise, net of issuance costs

  —        2,601   

Proceeds from issuance of common stock under employee stock purchase plan and options and warrants exercised

  6      37   

Payments on financial liabilities

  —        (6,824

Repurchase of common stock

  (606   —     
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

  (600   9,814   
  

 

 

   

 

 

 

Effect of exchange rates on cash

  1,257      82   

Net (decrease) increase in cash

  (3,460   6,919   

Cash of continuing operations, at beginning of period

  36,547      5,095   

Add: Cash of discontinued operations, at beginning of period

  —        16   

Less: Cash of discontinued operations, at end of period

  —        —     
  

 

 

   

 

 

 

Cash of continuing operations, at end of period

$ 33,087    $ 12,030   
  

 

 

   

 

 

 

Non-cash investing and financing activities:

  

 

 

   

 

 

 

Common stock issued in connection with stock bonus and incentive plans

$ —      $ 54   
  

 

 

   

 

 

 

Common stock issued to acquire share of noncontrolling interest

$ 1,088    $ —     
  

 

 

   

 

 

 

Warrant issued to non-employee

$ 36    $ —     
  

 

 

   

 

 

 

Property and equipment subject to accounts payable

$ 27    $ 96   
  

 

 

   

 

 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

5


IDENTIV, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2015

1. Organization and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Identiv, Inc. (“Identiv” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair presentation of the Company’s unaudited condensed consolidated financial statements have been included. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any future period. The information included in this document should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Risk Factors,” “Quantitative and Qualitative Disclosures About Market Risk,” and the Consolidated Financial Statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The preparation of unaudited condensed consolidated financial statements necessarily requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the condensed consolidated balance sheet dates and the reported amounts of revenues and expenses for the periods presented. The Company may experience significant variations in demand for its products quarter to quarter and typically experiences a stronger demand cycle in the second half of its fiscal year. As a result, the quarterly results may not be indicative of the full year results. The December 31, 2014 balance sheet was derived from the audited financial statements as of that date.

Concentration of Credit Risk — One customer represented 21% of total revenue for the three months ended March 31, 2015. No customer represented more than 10% of total revenue for the three months ended March 31, 2014. Two customers represented more than 10% of the Company’s accounts receivable balance at March 31, 2015 and December 31, 2014, respectively, with each customer representing approximately 12% and 11% of the Company’s accounts receivable balance at March 31, 2015 and 12% of the Company’s accounts receivable balance at December 31, 2014, respectively.

Discontinued Operations — Financial information related to certain divested businesses of the Company is reported as discontinued operations for all periods presented as discussed in Note 2, Discontinued Operations. Reclassifications of prior period amounts related to discontinued operations have been made to conform to the current period presentation.

Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-05, “Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement” (ASU 2015-05”), which clarifies the circumstances under which a cloud computing customer would account for the arrangement as a license of internal-use software. ASU 2015-05 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-05 to have a material impact on the Company’s consolidated financial statements or disclosures.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”), which changes the presentation of debt issuance costs on the balance sheet by requiring entities to present such costs as a direct deduction from the related debt liability rather than as an asset. ASU 2015-03 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company does not expect the adoption of ASU 2015-03 to have a material impact on the Company’s consolidated financial statements or disclosures.

In January 2015, the FASB issued ASU 2015-01, “Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items” (“ASU 2015-01”). Under ASU 2015-01, an entity will no longer be allowed to separately disclose extraordinary items, net of tax, in the income statement after income from continuing operations if an event or transaction is unusual in nature and occurs infrequently. ASU 2015-01 is effective for interim and annual reporting periods beginning after December 15, 2015 with early adoption permitted. Upon adoption, the Company may elect prospective or retrospective application. The Company does not expect the adoption of ASU 2015-01 to have a material impact on the Company’s consolidated financial statements or disclosures.

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties About an Entity’s Ability to Continue as a Going Concern”, (“ASU 2014-15”), which requires management to perform interim and annual assessments on whether there are conditions or events that raise substantial doubt about the entity’s ability to continue as a going concern within one year of the date the

 

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financial statements are issued and to provide related disclosures, if required. The amendments in ASU 2014-15 are effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. We are currently in the process of evaluating the impact of the adoption on our condensed consolidated financial statements.

In May 2014, the FASB issued ASU No. 2014-09 “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. It is effective for annual periods beginning on or after December 15, 2016, and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. We are currently evaluating the impact of our pending adoption of ASU 2014-09 on our condensed consolidated financial statements and have not yet determined the method by which we will adopt the standard in 2017.

2. Discontinued Operations

During the fourth quarter of 2013, the Company’s Board of Directors (the “Board”) committed to a plan designed to simplify the Company’s business structure and to focus on high-growth technology trends within the security market. During the fourth quarter of 2013, the Company committed to sell its Rockwest Technology Group, Inc. d/b/a/ Multicard US (“Multicard US”) subsidiary to George Levy, Matt McDaniel and Hugo Garcia (the “Buyers”), the founders and former owners of the Multicard US business. The sale of the Multicard US subsidiary was completed on February 4, 2014 and was made pursuant to a Share Purchase Agreement dated January 21, 2014 between the Company and the Buyers whereby the Company agreed to sell 80.1% of the shares of its holdings in Multicard US, to the Buyers for cash consideration of $1.2 million. Based on the carrying value of the assets and the liabilities attributed to Multicard US on the date of sale, and the estimated costs and expenses incurred in connection with the sale, the Company recorded a gain of $0.5 million, net of income taxes of nil, in the condensed consolidated statement of operations for the three months ended March 31, 2014, which is included in income from discontinued operations, net of income taxes.

In accordance with Accounting Standards Codification (“ASC”) Topic 205-20, Discontinued Operations (“ASC 205”) issued by the FASB, the results of Multicard US have been presented as discontinued operations in the condensed consolidated statements of operations for the three months ended March 31, 2014.

The key components of income from discontinued operations consist of the following (in thousands):

 

     Three Months Ended
March 31,
 
     2015      2014  

Net revenues

   $ —         $ 835   
  

 

 

    

 

 

 

Discontinued operations:

Income from discontinued operations, net of income taxes of nil

$ —      $ 35   

Adjustments to amounts reported previously for gain on sale of discontinued operations, net of income taxes of nil

  —        (51

Gain on sale of discontinued operations, net of income taxes of nil

  —        503   
  

 

 

    

 

 

 

Income from discontinued operations, net of income taxes

$ —      $ 487   
  

 

 

    

 

 

 

 

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3. Fair Value Measurements

The Company determines the fair values of its financial instruments based on a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. Under ASC Topic 820, Fair Value Measurement and Disclosures (“ASC 820”), the fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

 

    Level 1 – Quoted prices (unadjusted) for identical assets and liabilities in active markets;

 

    Level 2 – Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly; and

 

    Level 3 – Unobservable inputs.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, 2015 and December 31, 2014, there were no assets that are measured and recognized at fair value on a recurring basis. There were no cash equivalents as of March 31, 2015 and December 31, 2014.

The Company’s only liability measured at fair value on a recurring basis is the contingent consideration related to the acquisition of idOnDemand, Inc. (“idOnDemand”). The sellers of idOnDemand (the “Selling Shareholders”) are eligible to receive limited earn-out payments (“Earn-out Consideration”) in the form of shares of common stock subject to certain lock-up periods under the terms of the Stock Purchase Agreement entered into on April 29, 2011 between the Company and the Selling Shareholders of idOnDemand (the “SPA”). The fair value of the Earn-out Consideration is based on achieving certain revenue and profit targets as defined under the SPA. The calculation of the Earn-out Consideration fair value for periods prior to the year ended December 31, 2014 was probability weighted and discounted to reflect the restriction on the resale or transfer of such shares. The valuation of the Earn-out Consideration is classified as a Level 3 measurement as it is based on significant unobservable inputs and involves management judgment and assumptions about achieving revenue and profit targets and discount rates. The unobservable inputs used in the measurement of the Earn-out Consideration are highly sensitive to fluctuations and any changes in the inputs or the probability weighting thereof could significantly change the measured value of the Earn-out Consideration at each reporting period. The fair value of the Earn-out Consideration is classified as a liability and is re-measured each reporting period in accordance with ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

As of March 31, 2015 and December 31, 2014, the maximum possible amount payable for the Earn-out Consideration was $5.0 million. For the period ended December 31, 2014, the Company engaged a third party independent valuation firm to assist in the determination of the determination of the Earn-out Consideration liability. The Company recorded an earn-out obligation of $3.51 million as of December 31, 2014. The Earn-out Consideration liability remains $3.51 million as of March 31, 2015.

Assets and Liabilities Measured at Fair Value on a Non-recurring Basis

Certain of the Company’s assets, including intangible assets, goodwill, and privately-held investments, are measured at fair value on a nonrecurring basis if impairment is indicated. Purchased intangible assets are measured at fair value primarily using discounted cash flow projections. For additional discussion of measurement criteria used in evaluating potential impairment involving goodwill and intangible assets, refer to Note 6, Goodwill and Intangible Assets.

Privately-held investments, which are normally carried at cost, are measured at fair value due to events and circumstances that the Company identified as significantly impacting the fair value of investments. The Company estimates the fair value of its privately-held investments using an analysis of the financial condition and near-term prospects of the investee, including recent financing activities and the investee’s capital structure.

As of March 31, 2015 and December 31, 2014, the Company had $0.3 million of privately-held investments measured at fair value on a nonrecurring basis and was classified as a Level 3 asset due to the absence of quoted market prices and inherent lack of liquidity. The Company reviews its investments to identify and evaluate investments that have an indication of possible impairment. The Company adjusts the carrying value for its privately-held investments for any impairment if the fair value is less than the carrying value of the respective assets on an other-than-temporary basis. During the three months ended March 31, 2015, the Company determined that no privately-held investments were impaired. The amount of privately-held investments is included in other assets in the accompanying condensed consolidated balance sheets.

As of March 31, 2015 and December 31, 2014, there were no liabilities that are measured and recognized at fair value on a non-recurring basis.

 

8


Assets and Liabilities Not Measured at Fair Value

The carrying amounts of the Company’s accounts receivable, prepaid expenses and other current assets, accounts payable, financial liabilities and other accrued liabilities approximate fair value due to their short maturities.

4. Stockholders’ Equity of Identiv

Common Stock Warrants

In connection with the Company’s entry into a consulting agreement in August 2014, the Company issued a consultant a warrant to purchase up to 85,000 shares of the Company’s common stock at a per share exercise price of $10.70 (the “Consultant Warrant”). One fourth of the shares under the warrant are exercisable for cash three months from the date the Consultant Warrant was entered into and quarterly thereafter. The Consultant Warrant will expire 5 years after the date of issuance, which is August 13, 2019. In the event of an acquisition of the Company, the Consultant Warrant shall terminate and no longer be exercisable as of the closing of the acquisition. As of March 31, 2015, none of the Consultant Warrants have been exercised.

In connection with the Company’s entry into a credit agreement with Opus Bank (“Opus”) as discussed in Note 9, Financial Liabilities, the Company issued Opus a warrant to purchase up to 100,000 shares of the Company’s common stock at a per share exercise price of $9.90 (the “Opus Warrant”). The Opus Warrant is immediately exercisable for cash or by net exercise and will expire 5 years after the date of issuance, which is March 31, 2019. The shares issuable upon exercise of the Opus Warrant are to be registered at the request of Opus pursuant to the Registration Rights Agreement, entered into on March 31, 2014 by the Company and Opus. As of March 31, 2015, none of the Opus Warrants have been exercised.

On August 14, 2013, in a private placement, the Company issued 834,847 shares of its common stock at a price of $8.50 per share and warrants to purchase an additional 834,847 shares of its common stock at an exercise price of $10.00 per share (the “2013 Private Placement Warrants”) to accredited and other qualified investors (the “Investors”). The 2013 Private Placement Warrants have a term of four years and are exercisable beginning six months following the date of issuance. Any 2013 Private Placement Warrants, or portion thereof, not exercised prior to the expiration date will become void and of no value and such warrants shall be terminated and no longer outstanding. The number of shares issuable upon exercise of the 2013 Private Placement Warrants is subject to adjustment for any stock dividends, stock splits or distributions by the Company, or upon any merger or consolidation or sale of assets of the Company, tender or exchange offer for the Company’s common stock, or a reclassification of the Company’s common stock.

The Company issued warrants to purchase 409,763 shares of its common stock at an exercise price of $26.50 per share in a private placement to accredited and other qualified investors in November 2010 (the “2010 Private Placement Warrants”). The 2010 Private Placement Warrants are exercisable beginning on the date of issuance and ending on the fifth anniversary of the date of issuance.

Below is the summary of outstanding warrants issued by the Company as of March 31, 2015:

 

Warrant Type

   Warrants
Outstanding
     Weighted
Average
Exercise
Price
     Issue Date      Expiration Date  

Consultant Warrant

     85,000       $ 10.70         August 13, 2014         August 13, 2019   

Opus Warrant

     100,000         9.90         March 31, 2014         March 31, 2019   

2013 Private Placement Warrant

     186,878         10.00         August 14, 2013         August 14, 2017   

2010 Private Placement Warrant

     369,169         26.50         November 14, 2010         November 14, 2015   
  

 

 

          

Total

  741,047   
  

 

 

          

2011 Employee Stock Purchase Plan

In June 2011, Identiv’s stockholders approved the 2011 Employee Stock Purchase Plan (the “ESPP”). On December 18, 2013, the Compensation Committee of the Board suspended the ESPP effective January 1, 2014. No additional shares will be authorized and no shares will be issued under the ESPP until further notice. As of March 31, 2015, there are 293,888 shares reserved for future grants under the ESPP. Since the ESPP was suspended effective January 1, 2014, there was no stock-based compensation expense resulting from the ESPP included in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014.

 

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Stock-Based Compensation Plans

The Company has various stock-based compensation plans to attract, motivate, retain and reward employees, directors and consultants by providing its Board or a committee of the Board the discretion to award equity incentives to these persons. The Company’s stock-based compensation plans consist of the Director Option Plan, 1997 Stock Option Plan, 2000 Stock Option Plan, 2007 Stock Option Plan (the “2007 Plan”), the 2010 Bonus and Incentive Plan (the “2010 Plan”) and the 2011 Incentive Compensation Plan (the “2011 Plan”), as amended.

Stock Bonus and Incentive Plans

On June 6, 2011, Identiv’s stockholders approved the 2011 Plan, which is administered by the Compensation Committee of the Board. The 2011 Plan provides that stock options, stock units, restricted shares, and stock appreciation rights may be granted to executive officers, including the Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), and other key employees (the “Participants”) of the Company and its subsidiaries, members of the Company’s Board, consultants, and other persons who provide services to the Company or any related entity as designated from time to time by the Compensation Committee of the Board. The 2011 Plan serves as a successor plan to the Company’s 2007 Plan.

Stock Option Plans

A summary of activity for the Company’s stock option plans for the three months ended March 31, 2015 follows:

 

     Number
Outstanding
    Average Exercise
Price per Share
     Weighted Average
Remaining
Contractual Term
(Years)
     Average Intrinsic
Value
 

Balance at December 31, 2014

     897,115      $ 12.09          $ 3,425,558   

Granted

     —          —           

Cancelled or Expired

     (24,388     15.80         

Exercised

     (688     8.00         
  

 

 

         

Balance at March 31, 2015

  872,039    $ 11.99      7.24    $ 374,867   
  

 

 

   

 

 

    

 

 

    

 

 

 

Vested or expected to vest at March 31, 2015

  799,420    $ 12.25      6.99    $ 339,349   
  

 

 

   

 

 

    

 

 

    

 

 

 

Exercisable at March 31, 2015

  406,673    $ 15.11      5.45    $ 144,478   
  

 

 

   

 

 

    

 

 

    

 

 

 

The following table summarizes information about options outstanding as of March 31, 2015:

 

     Options Outstanding      Options Exercisable  

Range of Exercise Prices

   Number
Outstanding
     Weighted
Average
Remaining
Contractual Life
(Years)
     Weighted
Average Exercise
Price
     Number
Exercisable
     Weighted
Average Exercise
Price
 

$5.20 - $8.40

     179,175         7.94       $ 6.49         86,383       $ 6.94   

$8.41 - $8.80

     256,625         8.93         8.80         65,375         8.80   

$8.81 - $11.30

     174,976         8.89         10.84         18,655         10.06   

$11.31 - $24.00

     177,800         4.53         14.75         153,385         14.88   

$24.01 - $43.40

     83,463         1.93         30.17         82,875         30.20   
  

 

 

          

 

 

    

$5.20 - $43.40

  872,039      7.24      11.99      406,673      15.11   
  

 

 

          

 

 

    

At March 31, 2015, there was $2.1 million of unrecognized stock-based compensation expense, net of estimated forfeitures related to unvested options, that is expected to be recognized over a weighted-average period of 2.82 years.

 

10


Restricted Stock and Restricted Stock Units

The following is a summary of equity award activity for restricted stock and restricted stock unit (“RSU”) activity for the three months ended March 31, 2015:

 

     Number
Outstanding
     Weighted Average
Fair Value
     Weighted Average
Remaining
Contractual Term
(Years)
     Average Intrinsic
Value
 

Balance at December 31, 2014

     542,342       $ 15.05          $ —     

Granted

     264,000         12.49         

Vested

     (39,921      10.04         

Forfeited

     (22,000      10.57         
  

 

 

          

Balance at March 31, 2015

  744,421    $ 13.34      1.65    $ 6,387,133   
  

 

 

    

 

 

    

 

 

    

 

 

 

The fair value of the Company’s restricted stock awards and RSUs is calculated based upon the fair market value of the Company’s stock at the date of grant. As of March 31, 2015, there was $7.2 million of total unrecognized compensation cost related to unvested RSUs granted, which is expected to be recognized over a weighted average period of 3.15 years. As of March 31, 2015, an aggregate of 744,421 RSUs were outstanding under the 2011 Plan.

Stock-Based Compensation Expense

The following table illustrates all stock-based compensation expense related to stock options and RSUs included in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014 (in thousands):

 

     Three Months Ended
March 31,
 
     2015      2014  

Cost of revenue

   $ 29       $ 5   

Research and development

     69         18   

Selling and marketing

     239         51   

General and administrative

     869         126   
  

 

 

    

 

 

 

Total

$ 1,206    $ 200   
  

 

 

    

 

 

 

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance as of March 31, 2015 was as follows:

 

Exercise of outstanding stock options and vesting of RSU’s

  1,616,460   

ESPP

  293,888   

Shares of common stock available for grants under the 2011 Plan

  139,380   

Noncontrolling interest in Bluehill AD

  10,355   

Warrants to purchase common stock

  741,047   

Contingent consideration for idOnDemand

  321,429   
  

 

 

 

Total

  3,122,559   
  

 

 

 

Net Loss per Common Share Attributable to Identiv Stockholders’ Equity

Basic and diluted net loss per share is based upon the weighted average number of common shares outstanding during the period. For the three months ended March 31, 2015 and 2014, common stock equivalents consisting of outstanding stock options, RSUs and warrants were excluded from the calculation of diluted loss per share because these securities were anti-dilutive due to the net loss in the respective periods. The total number of common stock equivalents excluded from diluted loss per share relating to these securities was 1,492,443 common stock equivalents for the three months ended March 31, 2015, and 2,481,315 common stock equivalents for the three months ended March 31, 2014, respectively.

 

11


Accumulated Other Comprehensive Income

Accumulated other comprehensive income (“AOCI”) at March 31, 2015 and December 31, 2014 consists of foreign currency translation adjustments of $2.6 million and $1.7 million, respectively. There were no reclassifications out of AOCI for the three month period ended March 31, 2015.

5. Balance Sheet Components

The Company’s inventories are stated at the lower of cost or market. Inventories consist of (in thousands):

 

     March 31,
2015
     December 31,
2014
 

Raw materials

   $ 3,872       $ 3,272   

Work-in-progress

     477         571   

Finished goods

     5,573         5,411   
  

 

 

    

 

 

 

Total

$ 9,922    $ 9,254   
  

 

 

    

 

 

 

Property and equipment, net consists of (in thousands):

 

     March 31,
2015
     December 31,
2014
 

Building and leasehold improvements

   $ 1,247       $ 1,298   

Furniture, fixtures and office equipment

     3,680         4,236   

Plant and machinery

     7,307         6,732   

Purchased software

     2,582         2,520   
  

 

 

    

 

 

 

Total

  14,816      14,786   

Accumulated depreciation

  (9,763   (9,475
  

 

 

    

 

 

 

Property and equipment, net

$ 5,053    $ 5,311   
  

 

 

    

 

 

 

The Company recorded depreciation expense of $0.4 million and $0.4 million during the three months ended March 31, 2015 and 2014, respectively.

Other accrued expenses and liabilities consist of (in thousands):

 

     March 31,
2015
     December 31,
2014
 

Accrued restructuring

   $ 751       $ 1,377   

Accrued professional fees

     672         679   

Income taxes payable

     242         275   

Other accrued expenses

     1,897         2,140   
  

 

 

    

 

 

 

Total

$ 3,562    $ 4,471   
  

 

 

    

 

 

 

6. Goodwill and Intangible Assets

Goodwill

The following table presents goodwill by operating segment as of March 31, 2015 and December 31, 2014 and changes in the carrying amount of goodwill (in thousands):

 

     Premises      Credentials      Identity     All Other      Total  

Balance at December 31, 2014

   $ 7,783       $ —         $ 1,070      $ —         $ 8,853   

Currency translation adjustment

     —           —           (106     —           (106
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Balance at March 31, 2015

$ 7,783    $ —      $ 964    $ —      $ 8,747   
  

 

 

    

 

 

    

 

 

   

 

 

    

 

 

 

Of the total goodwill, a certain amount is designated in a currency other than U. S. dollars and is adjusted each reporting period for the change in foreign exchange rates between balance sheet dates.

 

12


In accordance with its accounting policy and ASC 350, the Company tests goodwill and intangibles with indefinite lives annually for impairment and assesses whether there are any indicators of impairment on an interim basis. The Company performs interim goodwill impairment reviews between its annual reviews if certain events and circumstances have occurred, including a deterioration in general economic conditions, an increased competitive environment, a change in management, key personnel, strategy or customers, negative or declining cash flows, or a decline in actual or planned revenue or earnings compared with actual and projected results of relevant prior periods. The Company believes the methodology that it uses to review impairment of goodwill, which includes a significant amount of judgment and estimates, provides it with a reasonable basis to determine whether impairment has occurred. However, many of the factors employed in determining whether its goodwill is impaired are outside of its control and it is reasonably likely that assumptions and estimates will change in future periods. These changes in assumptions and estimates could result in future impairments.

Management did not identify any impairment indicators during the quarter ended March 31, 2015. The Company performed its annual impairment test for all reporting units during the fourth quarter of 2014 and concluded that there was no impairment to goodwill during the year ended December 31, 2014.

Intangible Assets

The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from acquisitions (in thousands):

 

     Existing
Technology
     Customer
Relationship
     Trade
Name
     Total  

Amortization period (in years)

     11.75         4.0 – 11.75         1.0      

Gross carrying amount at December 31, 2014

   $ 4,600       $ 10,701       $ 570       $ 15,871   

Accumulated amortization

     (1,914      (4,657      (570      (7,141
  

 

 

    

 

 

    

 

 

    

 

 

 

Intangible Assets, net at December 31, 2014

$ 2,686    $ 6,044    $ —      $ 8,730   
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross carrying amount at March 31, 2015

$ 4,600    $ 10,665    $ 570    $ 15,835   

Accumulated amortization

  (2,026   (4,872   (570   (7,468
  

 

 

    

 

 

    

 

 

    

 

 

 

Intangible Assets, net at March 31, 2015

$ 2,574    $ 5,793    $ —      $ 8,367   
  

 

 

    

 

 

    

 

 

    

 

 

 

Of the total intangible assets, certain acquired intangible assets are designated in a currency other than U.S. dollars and are adjusted each reporting period for the change in foreign exchange rates between balance sheet dates. Each period, the Company evaluates the estimated remaining useful lives of purchased intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. If a revision to the remaining period of amortization is warranted, amortization is prospectively adjusted over the remaining useful life of the intangible asset. Intangible assets subject to amortization are amortized over their useful lives as shown in the table above. The Company evaluates its amortizable intangible assets for impairment at the end of each reporting period. The Company did not identify any impairment indicators during the three month period ended March 31, 2014.

The following table illustrates the amortization expense included in the condensed consolidated statements of operations for the three months ended March 31, 2015 and 2014, respectively (in thousands):

 

     Three Months Ended
March 31,
 
     2015      2014  

Cost of revenue

   $ 112       $ 112   

Selling and marketing

     252         251   
  

 

 

    

 

 

 

Total

$ 364    $ 363   
  

 

 

    

 

 

 

 

13


The estimated annual future amortization expense for purchased intangible assets with definite lives over the next five years is as follows (in thousands):

 

2015 (remaining nine months)

$ 1,092   

2016

  1,455   

2017

  1,455   

2018

  1,455   

2019

  1,455   

Thereafter

  1,455   
  

 

 

 

Total

$ 8,367   
  

 

 

 

7. Long-Term Payment Obligation

Hirsch Acquisition – Secure Keyboards and Secure Networks. Prior to the 2009 acquisition of Hirsch Electronics Corporation (“Hirsch”) by the Company, effective November 1994, Hirsch had entered into a settlement agreement (the “1994 Settlement Agreement”) with two limited partnerships, Secure Keyboards, Ltd. (“Secure Keyboards”) and Secure Networks, Ltd. (“Secure Networks”). At the time, Secure Keyboards and Secure Networks were related to Hirsch through certain common shareholders and limited partners, including Hirsch’s then President Lawrence Midland, who resigned as President of the Company effective July 31, 2014. Immediately following the acquisition, Mr. Midland owned 30% of Secure Keyboards and 9% of Secure Networks. Secure Networks was dissolved in 2012 and Mr. Midland owned 24.5% of Secure Keyboards upon his resignation effective July 31, 2014.

On April 8, 2009, Secure Keyboards, Secure Networks and Hirsch amended and restated the 1994 Settlement Agreement to replace the royalty-based payment arrangement under the 1994 Settlement Agreement with a new, definitive installment payment schedule with contractual payments to be made in future periods through 2020 (the “2009 Settlement Agreement”). The Company was not an original party to the 2009 Settlement Agreement as the acquisition of Hirsch occurred subsequent to the 2009 Settlement Agreement being entered into. The Company has, however, provided Secure Keyboards and Secure Networks with a limited guarantee of Hirsch’s payment obligations under the 2009 Settlement Agreement (the “Guarantee”). The 2009 Settlement Agreement and the Guarantee became effective upon the acquisition of Hirsch on April 30, 2009. The Company’s annual payment to Secure Keyboards and Secure Networks in any given year under the 2009 Settlement Agreement is subject to an increase based on the percentage increase in the Consumer Price Index during the previous calendar year.

The final payment to Secure Networks was made on January 30, 2012 and the final payment to Secure Keyboards is due on January 30, 2021. The Company’s payment obligations under the 2009 Settlement Agreement will continue through the calendar year period ending December 31, 2020, unless the Company elects at any time on or after January 1, 2012 to earlier satisfy its obligations by making a lump-sum payment to Secure Keyboards. The Company does not intend to make a lump-sum payment and therefore a portion of the payment obligation amount is classified as a long-term liability.

The Company included $0.1 million of interest expense during the three months ended March 31, 2015 and 2014 in its condensed consolidated statements of operations for interest accreted on the long-term payment obligation.

The ongoing payment obligation in connection with the Hirsch acquisition as of March 31, 2015 is as follows (in thousands):

 

2015 (remaining nine months)

$ 877   

2016

  1,205   

2017

  1,253   

2018

  1,304   

2019

  1,356   

Thereafter

  1,892   

Present value discount factor

  (1,855
  

 

 

 

Total

$ 6,032   
  

 

 

 

 

14


8. Financial Liabilities

Financial liabilities consist of (in thousands):

 

     March 31,
2015
     December 31,
2014
 

Secured term loan

   $ 10,000       $ 10,000   

Bank revolving loan facility

     4,300         4,300   

Less: Unamortized discount

     (323      (362
  

 

 

    

 

 

 

Long-term financial liabilities

$ 13,977    $ 13,938   
  

 

 

    

 

 

 

Bank Term Loan and Revolving Loan Facility

On March 31, 2014, the Company entered into a credit agreement (the “Credit Agreement”) with Opus. The Credit Agreement provides for a term loan in aggregate principal amount of $10.0 million (“Term Loan”) which was drawn down on March 31, 2014, and an additional $10.0 million revolving loan facility (“Revolving Loan Facility”), of which $4.0 million was drawn down on March 31, 2014 and an additional $2.0 million was drawn down during the three months ended June 30, 2014. On August 8, 2014, the Company repaid $1.7 million on the Revolving Loan Facility. In connection with the closing of the Credit Agreement, the Company repaid all outstanding amounts under its Loan and Security Agreement, dated as of October 30, 2012, as amended from time to time (the “Secured Debt Facility”) with Hercules. During the three months ended March 31, 2014, the Company recorded $1.6 million in additional interest expense in its condensed consolidated statement of operations related to the repayment of the Secured Debt Facility. The total amount of $1.6 million in interest expense included $0.9 million related to a write-off of deferred costs, $0.6 million related to a write-off of discounts on the secured note and $0.1 million related to prepayment fees as stipulated in the Loan Agreement and the forfeiture of a facility charge paid at the inception of the Loan. The proceeds of the Term Loan and the initial proceeds under the Revolving Loan Facility, after payment of fees and expenses and all outstanding amounts under the Secured Debt Facility, were approximately $7.8 million. The obligations of the Company under the Credit Agreement are secured by substantially all assets of the Company. Certain of the Company’s material domestic subsidiaries have guaranteed the credit facilities and have granted Opus security interests in substantially all of their respective assets. The Company may voluntarily prepay the Term Loan and outstanding amounts under the Revolving Loan Facility, without prepayment charges, and is required to make prepayments of the Term Loan in certain circumstances using the proceeds of asset sales or insurance or condemnation events. On November 10, 2014, the Company entered into an amendment to its Credit Agreement which changed a number of the original terms of the Credit Agreement including interest charged, the monthly installment payment schedule, the maximum amount available under the revolving loan facility and the maturity date as well as certain other terms and conditions. Details of the amendment to the Credit Agreement are discussed below.

In connection with the Company’s entry into the Credit Agreement, the Company paid $170,000 in customary lender fees and expenses, including facility fees. As discussed in Note 4, Stockholders’ Equity of Identiv, the Company issued the Opus Warrant to purchase up to 100,000 shares of the Company’s common stock at a per share exercise price of $9.90. The Opus Warrant is immediately exercisable for cash or by net exercise and will expire on March 31, 2019. The shares issuable upon exercise of the Opus Warrant are to be registered at the request of Opus pursuant to the Registration Rights Agreement, entered into on March 31, 2014 by the Company and Opus. The Registration Rights Agreement provides for standard S-3 and piggyback registration rights. The Company calculated the fair value of the Opus Warrant using the Black-Scholes option pricing model using the following assumptions: estimated volatility of 92.09%, risk-free interest rate of 1.73%, no dividend yield, and an expected life of five years. The fair value of the Opus Warrant was determined to be $0.8 million. The Opus Warrant is classified as equity in accordance with ASC 505 as the settlement of the warrants will be in shares and is within the control of the Company. The Company allocated both the cash and warrant (equity) consideration to Opus between Term Loan and Revolving Loan Facility using the relative value of these loans. The Company recognized $0.9 million in issuance costs, both cash and equity, related to the Term Loan and Revolving Loan Facility. The cost consideration of $0.5 million allocated for the Term Loan is recorded as a discount on the Term Loan and is reported in the balance sheet as an adjustment to the carrying amount of the Term Loan. The remaining $0.4 million in issuance costs has been allocated to the Revolving Loan Facility as a deferred charge, pursuant to ASC Topic 835-30, Imputation of Interest (“ASC 835-30”). The issuance costs and discounts on the Term Loan are amortized as interest expense in accordance with ASC 835-30 over the term of the Credit Agreement.

On November 10, 2014, the Company entered into an amendment to its Credit Agreement dated March 31, 2014, with Opus (the “Amended Credit Agreement”). Under the Amended Credit Agreement, the revolving loan facility was increased from $10.0 million to $30.0 million and the revolving loan maturity date was extended to November 10, 2017. In addition, the Company will no longer be required to make scheduled monthly installment payments of principal under the Term Loan. Rather, the entire principal balance of the Term Loan will be due on March 31, 2017. Under the terms of the Amended Credit Agreement, both the principal amount of the Term Loan and the principal amount outstanding under the Revolving Loan Facility bear interest at a floating rate equal to: (a) if the Company holds more than $30.0 million in cash with Opus, the greater of (i) the prime rate plus 1.50% and (ii) 4.75%; (b) if the

 

15


Company holds $30.0 million or less but more than $20.0 million in cash with Opus, the greater of (i) the prime rate plus 2.25% and (ii) 5.50%; or (c) if the Company holds $20.0 million or less in cash with Opus, the greater of (i) the prime rate plus 2.75% and (ii) 6.00%. Interest on both facilities continues to be payable monthly. Additionally, the Amended Credit Agreement (i) modifies certain loan covenants applicable to the Company’s stock repurchase plan (see above), (ii) removes from the loan collateral shares of the Company’s capital stock repurchased by the Company and (iii) extends the current tangible net worth covenant by one year. The Company paid .333% of the revolving loan facility as a lender fee in the aggregate amount of $100,000 upon the closing of the Amended Credit Agreement. In addition, the Company paid $75,000 in third party fees related to the debt modification. Under the relevant debt restructuring accounting guidance found in ASC 470, the amendment to the Credit Agreement on November 10, 2014 has been treated as a debt modification. The Opus and third party fees have been allocated to the Revolving Loan Facility as a deferred charge and to the discount on the Term Loan pursuant to ASC Topic 470-50-40 and are being amortized as interest expense over the remaining term of the Amended Credit Agreement. The Company may voluntarily prepay the Term Loan and outstanding amounts under the Revolving Loan Facility, without prepayment charges, and is required to make prepayments of the Term Loan in certain circumstances using the proceeds of asset sales or insurance or condemnation events.

The Amended Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, limits or restrictions on the Company’s ability to incur liens, incur indebtedness, make certain restricted payments, merge or consolidate and dispose of assets. The Amended Credit Agreement also provides for customary financial covenants, including a minimum tangible net worth covenant, a maximum senior leverage ratio and a minimum asset coverage ratio. As of March 31, 2015, the Company was in compliance with all financial covenants. In addition, it contains customary events of default that entitle Opus to cause any or all of the Company’s indebtedness under the Amended Credit Agreement to become immediately due and payable. Events of default (some of which are subject to applicable grace or cure periods), include, among other things, non-payment defaults, covenant defaults, cross-defaults to other material indebtedness, bankruptcy and insolvency defaults and material judgment defaults. Upon the occurrence and during the continuance of an event of default, Opus may terminate its lending commitments and/or declare all or any part of the unpaid principal of all loans, all interest accrued and unpaid thereon and all other amounts payable under the Amended Credit Agreement to be immediately due and payable. The Company has considered the components of the material adverse change clause of the Amended Credit Agreement and determined the likelihood of default under the existing terms is remote. Accordingly, all amounts outstanding under the Amended Credit Agreement are classified as long-term in the accompanying condensed consolidated balance sheet.

The following table summarizes the timing of repayment obligations for the Company’s financial liabilities for the next five years under the current terms of the Credit Agreement as of March 31, 2015 (in thousands):

 

     2015      2016      2017      2018      Total  

Bank term loan and revolving loan facility

   $ —         $ —         $ 14,300       $ —         $ 14,300   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

9. Income Taxes

The Company conducts business globally and, as a result, files federal, state and foreign tax returns. The Company strives to resolve open matters with each tax authority at the examination level and could reach agreement with a tax authority at any time. While the Company has accrued for amounts it believes are the probable outcomes, the final outcome with a tax authority may result in a tax liability that is more or less than that reflected in the condensed consolidated financial statements. Furthermore, the Company may later decide to challenge any assessments, if made, and may exercise its right to appeal.

The Company has no present intention of remitting undistributed retained earnings of any of its foreign subsidiaries. Accordingly, the Company has not established a deferred tax liability with respect to undistributed earnings of its foreign subsidiaries.

The Company applies the provisions of, and accounted for uncertain tax positions in accordance with ASC 740. ASC 740 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

The Company generally is no longer subject to tax examinations for years prior to 2010. However, if loss carryforwards of tax years prior to 2010 are utilized in the U.S., these tax years may become subject to investigation by the tax authorities. While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized tax benefits would materially change in the next 12 months.

 

16


10. Segment Reporting and Geographic Information

ASC Topic 280, Segment Reporting (“ASC 280”) establishes standards for the reporting by public business enterprises of information about operating segments, products and services, geographic areas, and major customers. The method for determining what information to report is based on the way management organizes the operating segments within the Company for making operating decisions and assessing financial performance. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenue and incur expenses and about which separate financial information is available to its chief operating decision makers (“CODM”). The Company’s CODM are considered to be its CEO and CFO.

Identiv’s trust solutions allow people to trust their premises, information systems, and even everyday items. To deliver these solutions, the Company reorganized its operations into four reportable business segments in the first quarter of 2014 principally by product families: Premises, Identity, Credentials and All Other. As a result of the change, product families and services were organized within the four segments. To provide improved visibility and comparability, the Company reclassified segment operating results for 2013 to conform to the 2014 organizational realignments. In the Premises segment, Identiv’s Trust for Premises solution secures buildings via an integrated access control system. Identiv’s uTrust premises product offerings include MX controllers, Velocity management software, TS door readers, and third party products. In the Identity segment, Identiv delivers a solution to secure enterprise information including PCs, networks, email encryption, login, and printers via delivery of smart card reader products and identity management via our idOnDemand service. In the Credentials segment, the Company offers standards-driven hardware products using near field communication (“NFC”), radio frequency identification (“RFID”) and smart card technologies, including inlays, tags, readers and other products. In the All Other segment, the Company offers products, including Chipdrive and Media readers. The products included in the All Other segment do not meet the quantitative thresholds for determining reportable segments in accordance with ASC 280 and therefore have been combined for reporting purposes.

The CODM reviews financial information and business performance for each operating segment. The Company evaluates the performance of its operating segments at the revenue and gross profit levels. The CODM does not review operating expenses or asset information by operating segment for purposes of assessing performance or allocating resources.

 

17


Net revenue and gross profit information by segment for the three months ended March 31, 2015 and 2014 is as follows (in thousands):

 

     Three Months Ended March 31,  
     2015     2014  

Premises:

    

Net revenue

   $ 4,672      $ 3,467   

Gross profit

     2,699        2,144   

Gross profit margin

     58     62

Identity:

    

Net revenue

     2,594        5,020   

Gross profit

     1,003        2,237   

Gross profit margin

     39     45

Credentials:

    

Net revenue

     7,157        7,161   

Gross profit

     2,042        1,606   

Gross profit margin

     29     22

All Other:

    

Net revenue

     511        1,206   

Gross profit

     340        615   

Gross profit margin

     67     51
  

 

 

   

 

 

 

Total:

Net revenue

  14,934      16,854   

Gross profit

  6,084      6,602   

Gross profit margin

  41   39

Operating expenses:

Research and development

  1,992      1,502   

Selling and marketing

  4,995      5,035   

General and administrative

  3,065      3,043   

Impairment of long-lived assets

  —        —     

Impairment of goodwill

  —        —     

Restructuring and severance

  172      437   
  

 

 

   

 

 

 

Total operating expenses:

  10,224      10,017   
  

 

 

   

 

 

 

Loss from operations

  (4,140   (3,415
  

 

 

   

 

 

 

Non-operating income (expense):

Interest expense, net

  (424   (2,084

Foreign currency loss (gain), net

  (1,276   (93
  

 

 

   

 

 

 

Loss from continuing operations before income taxes and noncontrolling interest

$ (5,840 $ (5,592
  

 

 

   

 

 

 

 

18


Geographic revenue is based on customer’s ship-to location. Information regarding revenue by geographic region for the three months ended March 31, 2015 and 2014 is as follows (in thousands):

 

     Three Months Ended
March 31,
 
     2015     2014  

Americas

    

United States

   $ 9,958      $ 8,308   

Other

     —          4   
  

 

 

   

 

 

 

Total Americas

  9,958      8,312   

Europe and the Middle East

  2,842      4,698   

Asia-Pacific

  2,134      3,844   
  

 

 

   

 

 

 

Total

$ 14,934    $ 16,854   
  

 

 

   

 

 

 

Revenues

Americas

  67   49

Europe and the Middle East

  19   28

Asia-Pacific

  14   23
  

 

 

   

 

 

 

Total

  100   100
  

 

 

   

 

 

 

The Company tracks assets by physical location. Long-lived assets by geographic location as of March 31, 2015 and December 31, 2014 are as follows (in thousands):

 

     March 31,
2015
     December 31,
2014
 

Property and equipment, net:

     

Americas

     

United States

   $ 2,166       $ 2,134   
  

 

 

    

 

 

 

Total Americas

  2,166      2,134   
  

 

 

    

 

 

 

Europe and the Middle East

Germany

  511      1,252   
  

 

 

    

 

 

 

Total Europe and the Middle East

  511      1,252   
  

 

 

    

 

 

 

Asia-Pacific

Singapore

  2,329      1,867   

Other

  47      58   
  

 

 

    

 

 

 

Total Asia-Pacific

  2,376      1,925   
  

 

 

    

 

 

 

Total property and equipment, net

$ 5,053    $ 5,311   
  

 

 

    

 

 

 

11. Restructuring and Severance

During the third and fourth quarters of 2013, there was a change of the Company’s CEO and CFO, and as part of management’s efforts to simplify business operations, certain non-core functions were eliminated.

During the first quarter of 2014, certain employees related to non-core functions were terminated as part of management’s efforts to simplify business operations. As a result, the Company recorded $0.4 million in restructuring and severance costs in its consolidated statements of operations for the three months ended March 31, 2014, primarily related to severance paid or accrued for employees related to non-core functions.

During the three months ended March 31, 2015, Additional severance costs were incurred for certain employees terminated as part of management’s continuing efforts to simplify business operations. As a result, the Company recorded $0.2 million in restructuring and severance costs and other closure related costs in its condensed consolidated statements of operations for the three months ended March 31, 2015. In addition, the Company recorded an additional $0.1 million in severance costs during the three months ended March 31, 2015 in general and administrative related to executive position eliminations in conjunction with recent corporate restructuring and cost reduction activities.

 

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All unpaid restructuring and severance accruals are included in other accrued expenses and liabilities within current liabilities in the condensed consolidated balance sheet at March 31, 2015 and December 31, 2014. Restructuring and severance activities during the three months ended March 31, 2015 and 2014 were as follows (in thousands):

 

     Three Months Ended
March 31,
 
     2015      2014  

Balance at beginning of period

   $ 1,377       $ 1,149   

Restructuring expense incurred for the period

     172         437   

Other cost reduction activities for the period

     81         —     

Payments and non-cash item adjustment during the period

     (879      (313
  

 

 

    

 

 

 

Balance at end of period

$ 751    $ 1,273   
  

 

 

    

 

 

 

12. Commitments and Contingencies

The Company leases its facilities, certain equipment, and automobiles under non-cancelable operating lease agreements. Those lease agreements existing as of March 31, 2015 expire at various dates during the next five years.

The Company recognized rent expense of $0.4 million and $0.4 million for the three months ended March 31, 2015 and 2014, respectively, in its condensed consolidated statements of operations.

Purchases for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from its customers, the Company may have to change, reschedule, or cancel purchases or purchase orders from its suppliers. These changes may lead to vendor cancellation charges on these purchases or contractual commitments.

The following table summarizes the Company’s principal contractual commitments as of March 31, 2015 (in thousands):

 

     Operating
Lease
     Purchase
Commitments
     Other
Contractual
Commitments
     Total  

2015 (remaining nine months)

   $ 1,239       $ 7,242       $ 466       $ 8,947   

2016

     1,250         —           4         1,254   

2017

     987         —           1         988   

2018

     193         —           —           193   

2019

     22         —           —           22   

Thereafter

     —           —           —           —     
  

 

 

    

 

 

    

 

 

    

 

 

 
$ 3,691    $ 7,242    $ 471    $ 11,404   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company provides warranties on certain product sales for periods ranging from 12 to 24 months, and allowances for estimated warranty costs are recorded during the period of sale. The determination of such allowances requires the Company to make estimates of product return rates and expected costs to repair or to replace the products under warranty. The Company currently establishes warranty reserves based on historical warranty costs for each product line combined with liability estimates based on the prior 12 months’ sales activities. If actual return rates and/or repair and replacement costs differ significantly from the Company’s estimates, adjustments to recognize additional cost of sales may be required in future periods. Historically the warranty accrual and the expense amounts have been immaterial.

13. Related Party Transactions

As discussed in Note 3, Fair Value Measurements, the Company recorded an earn-out obligation of $3.51 million as of December 31, 2014 related to the SPA (as defined in Note 3). The SPA provided for further consideration to be paid to the Selling Shareholders for each of the years or part years ended December 31, 2011, 2012, 2013 and 2014 based on the achievement of specific financial and sales performance targets, with the measurement of those achievements to be determined based on the financial records of idOnDemand. However, since the idOnDemand product group has been fully integrated into the Company since the acquisition and, as such, it was impractical to derive the discrete financial records of the related product group, the Company decided to engage a third party independent valuation firm to assist in the validation of the Earn-out Consideration liability as of December 31, 2014. The

 

20


valuation was based on a calculation of the Company’s internal sales performance data as well as consideration of comparable companies’ metrics and data. The Board of Directors of the Company considered this valuation, among other factors, and approved the Earn-out Consideration liability for the period ended December 31, 2014.

As outlined in the SPA, certain of the Selling Shareholders included the Company’s CEO and CFO. The Earn-out Consideration was settled on May 11, 2015 through the issuance of 326,276 shares of the Company’s common stock. The $3.51 million Earn-out Consideration was distributed to the Selling Shareholders in proportion to their former shareholdings, which included 294,750 shares distributed to our CEO and 921 shares distributed to our CFO. Company common shares issued will have a lock-up period of 12 months from date of issue.

 

21


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other parts of this document contain forward-looking statements, within the meaning of the safe harbor provisions under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. Forward-looking statements provide current expectations of future events based on certain assumptions and include any statement that does not directly relate to any historical or current fact. Forward-looking statements can also be identified by words such as “will,” “believe,” “could,” “should,” “would,” “may,” “anticipate,” “intend,” “plan,” “estimate,” “expect,” “project” or the negative of these terms or other similar expressions. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include, but are not limited to, those discussed in Part II, Item 1A of this document under the heading “Risk Factors,” which are incorporated herein by reference. The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 in our Annual Report on Form 10-K for the year ended December 31, 2014, filed on March 23, 2015. All information presented herein is based on Identiv Inc.’s fiscal calendar. Unless otherwise stated, references to particular years, quarters, months or periods refer to our fiscal years ended in December and the associated quarters, months and periods of those fiscal years. We assume no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Each of the terms the “Company,” “Identiv,” “we” and “us” as used herein refers collectively to Identiv, Inc. and its wholly-owned subsidiaries, unless otherwise stated.

Overview

Identiv is a global security technology company that establishes trust in the connected world, including premises, information and everyday items. Our motto is “Trust Your World.” Global organizations in the government, education, retail, transportation, healthcare and other markets rely upon our trust solutions to do exactly that by reducing risk, achieving compliance and protecting brand identity.

At the beginning of September 2013, we undertook a strategic review of our business and initiated a series of actions to simplify our business structure and streamline our operations. As a result of these changes, we have put in place a new organizational structure, enhanced and broadened our management team, and are now doing business as “Identiv.” We obtained stockholder approval to amend our certificate of incorporation and officially change the name of the Company at our 2014 annual meeting on May 22, 2014. Our common stock is listed on the NASDAQ Capital Market in the U.S. under the symbol “INVE.”

At the end of fiscal year 2013, we operated in two segments, “Identity Management Solutions & Services” (Identity Management) and “Identification Products & Components” (ID Products). Following the changes in our organizational structure, we changed our operating segments to focus on our trust solutions:

 

    Trust for Premises solution secures buildings via an integrated access control system.

 

    Trust for Information solution secures enterprise information including PCs, networks, email encryption, login, and printers via delivery of smart card reader products and Identity Management via our idOnDemand service.

 

    Trust for everyday items solution provides trust for everyday connected items, including electronic toys and other internet of things applications

The foundation of our trust solutions is a single, universal identity credential that can be used to trust any resource — premises, information, or everyday item — delivered securely and easily from our idOnDemand service. Because this solution is offered through the cloud, customers can access the service at any time from a secure web portal to issue, manage or revoke credentials, without the complexity and cost of internal deployments.

To deliver these solutions, the Company reorganized its operations into four reportable business segments in the first quarter of 2014 principally by product families: Premises, Identity, Credentials and All Other. As a result of the change, product families and services are organized within four segments – Premises, Identity, Credentials and All Other which are discussed below.

Premises

Our uTrust premises product offerings include MX controllers, Velocity management software and Touch Secure (“TS”) door readers. Our modular uTrust MX controllers are designed to be scalable, allowing customers to start with a small system and expand over time. uTrust MX controllers can operate autonomously, whether as a single controller or as part of a networked system with Velocity software. The uTrust Velocity software platform enables centralized management of access and security operations across an

 

22


organization, including control of doors, gates, turnstiles, elevators and other building equipment, monitoring users as they move around a facility, preventing unwanted access, maintaining compliance and providing a robust audit trail. uTrust door readers provide unique features to support a number of security environments and standards. For example, uTrust Scramblepad readers employ numerical scrambling on the keypad to protect access codes from being stolen as they are entered. uTrust TS readers support the majority of legacy card credentials with a robust next-generation platform that can help companies migrate to more secure credentials and technologies, including smart cards, near field communication (“NFC”) and government-issued credentials.

Identity

Our Identity products include uTrust readers - a broad range of contact, contactless, portable and mobile smart card readers, tokens and terminals that are utilized around the world to enable logical (i.e., PC, network or data) access and security and identification applications, such as national ID, payment, e-Health and e-Government.

The Identity products also include our idOnDemand service. idOnDemand can be used to provision (i.e., create and issue) and manage identity credentials through a cloud based service. Customers can access the service at any time from a secure web portal to issue, manage or revoke credentials, without the complexity and cost of internal deployments.

Credentials

The fastest-growing products in our portfolio are credentials: NFC and radio frequency identification (“RFID”) products — including inlays and inlay-based cards — labels, tags and stickers, as well as other radio frequency (“RF”) and IC components. These products are manufactured in our state-of-the-art facility in Singapore and are used in a diverse range of identity-based applications, including electronic entertainment, loyalty schemes, mobile payment, transit and event ticketing. In addition Identiv provides a comprehensive range of user credentials under the uTrust brand, used for Premises and information solutions access.

Leveraging our expertise in RFID and NFC technology, identity management, mobility and cloud services, we are developing new products to provide trust for everyday connected items, also known as the “Internet of Things.”

All Other

The All Other segment includes products, including Chipdrive and Media readers. The products included in the All Other segment do not meet the quantitative thresholds for determining reportable segments and therefore have been combined for reporting purposes.

We primarily conduct our own sales and marketing activities in each of the markets in which we compete, utilizing our own sales and marketing organization to solicit prospective channel partners and customers, provide technical advice and support with respect to products, systems and services, and manage relationships with customers, distributors and/or original equipment manufacturers (“OEMs”). We utilize indirect sales channels that may include OEMs, dealers, systems integrators, value added resellers, resellers or Internet sales, although we also sell directly to end users. In support of our sales efforts, we participate in industry events and conduct sales training courses, targeted marketing programs, and ongoing customer, channel partner and third-party communications programs.

Our corporate headquarters are located in Fremont, California. We maintain research and development facilities in California, Chennai, India and Australia and local operations and sales facilities in Australia, Germany, Hong Kong, Japan, Singapore and the U.S. We were founded in 1990 in Munich, Germany and incorporated in 1996 under the laws of the State of Delaware.

Recent Developments in our Business

Following the appointment of Jason Hart as our chief executive officer (“CEO”) in September 2013, we undertook a strategic review of our business and initiated a series of actions to simplify our business structure and streamline our operations.

Organizational Restructuring

The first of these actions was to realign our organizational structure to operate as a single, unified company rather than as a group of individual businesses. This change in our structure enhances our ability to coordinate and focus our strategic and operational activities. To signal this change, we implemented a new corporate identity using the word mark and logo “Identiv” in place of “Identive Group.” We also reorganized our management team and our operational activities by function (e.g., engineering, sales, marketing, customer service and information technology), allowing centralized management of key activities on a global basis. With the reorganization of and changes to our management team, we moved our executive headquarters to Fremont, California and began the process of moving our operational and certain administrative activities from Ismaning, Germany to our facility in Santa Ana, California.

 

23


Another important action was the divestiture of businesses that were determined to be non-core to our ongoing strategy. In December 2013 we completed the sale of our Multicard and payment solution subsidiaries in Europe, in February 2014 we completed the sale of our Rockwest Technology Group, Inc. d/b/a/ Multicard US (“Multicard US”) subsidiary and in July 2014, we sold certain non-core assets related to one of our subsidiaries. We believe these divestitures enhance our ability to focus our resources and investments on higher-growth and more profitable opportunities in the security technology market. We have accounted for these divested businesses as discontinued operations, and the statements of operations reflect the discontinuance of these businesses. For more information, see Note 2 Discontinued Operations in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in this document.

Starting in 2014, our operating segments align to our current market strategy. We reported our financial results under these segments beginning with our Quarterly Report on Form 10-Q for the first quarter of 2014.

Our Strategy

Our corporate priority in 2015 is to drive revenue growth by leveraging our core expertise from our existing product portfolio with a focus on cloud and mobile technologies, as well as our significant experience addressing customers’ security challenges across multiple markets, including government, transportation, healthcare, education, banking, critical infrastructure and others.

Trends in Our Business

Geographic revenue, based on each customer’s ship-to location is as follows (in thousands):

 

     Three Months Ended
March 31,
 
     2015     2014  

Americas

   $ 9,958      $ 8,312   

Europe and the Middle East

     2,842        4,698   

Asia-Pacific

     2,134        3,844   
  

 

 

   

 

 

 

Total

$ 14,934    $ 16,854   
  

 

 

   

 

 

 

Revenues

Americas

  67   49

Europe and the Middle East

  19   28

Asia-Pacific

  14   23
  

 

 

   

 

 

 

Total

  100   100
  

 

 

   

 

 

 

Revenue Trends

Sales in the three months ended March 31, 2015 were $14.9 million, down 11% compared with $16.9 million in the first three months of 2014. Approximately 48% of our revenue in the three months ended March 31, 2015 came from our Credentials segment. Revenue in the Credentials segment for both the three months ended March 31, 2015 and 2014 was $7.2 million. Revenue in our Premises segment reflect higher revenues in the three months ended March 31, 2015 partly due to a rebound in activity related to U.S. Government entities, which was weak in the first quarter of 2014. The revenue growth in the Premises segment has been partially offset by a 48% decline in revenues in our Identity segment. The revenue declines in our Identity segment reflects continued weakness in sales of smart card readers within Europe and the Middle East where sales activity has declined due to continuing economic uncertainty in the region. Premises products accounted for 31% of our business in the three months ended March 31, 2015 and our Identity products accounted for 17% of our revenues.

Revenues in the Americas. Revenues in the Americas were approximately $10.0 million in the first three months of 2015, accounting for 67% of total revenue and up 20% compared with $8.3 million in the first three months of 2014. Revenues from physical access control solutions for security programs within various U.S. government agencies, as well as RFID and NFC products, inlays and tags comprise a significant proportion of our revenues in the Americas region.

Revenues from our Premises and Credential segments in the Americas increased by approximately 35% and 26%, respectively in the first three months of 2015 compared with the same period of the previous year. Premises revenue increases were primarily due to an increase in orders for physical access control solutions from federal and state agency customers. Credential revenue increases were primarily due to continued strong demand in North America for electronic game toy pieces and other Internet of Things applications. Revenues from our Identity segment were relatively unchanged compared to the same period of the previous year.

 

24


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 solution for Trusted Premises access remains among the most attractive offerings in the market to help federal agency customer’s move towards compliance with federal directives and mandates. To expand our sales opportunities in the United States in general and with our U.S. Government customer in particular, we have strengthened our U.S. sales organization and reopened a sales presence in Washington D.C.

Revenues in Europe, the Middle East, Asia, and Australia. Revenues in Europe, the Middle East, Asia, and Australia were approximately $5.0 million in the first three months of 2015, accounting for 33% of total revenue and down 42% compared with $8.5 million in the first three months of 2014. Revenues in this region are very dependent on the completion of large projects and the timing of orders placed by some of our larger customers. Sales of Identity readers and RFID & NFC products and tags comprise a significant proportion of our revenues in the region.

Revenues from our Identity products decreased by approximately 60% in the first three months of 2015 compared with the same period of the previous year, as the first quarter of 2014 included the completion of a large order to a significant customer in Germany as well as large orders from two significant customers in Asia. In the three months ended March 31, 2015, we did not see a repeat of these major orders as these customers had recently placed significant fourth quarter 2014 orders. Identity readers comprise approximately 34% of the revenues throughout this region in the first three months of 2015. Revenues from our Credentials products, which comprise approximately 40% of the sales in this region, declined by approximately 36% in the first three months of 2015 compared with the same period of the previous year as sales in Europe have been negatively impacted by the transfer of local production of NFC inlays and tags to Singapore following the end of the second quarter of 2014. Revenues from our Premises products increased by 35% in the first three months of 2015 compared with the same period of the previous year, primarily driven by the completion of projects in the Middle East involving our physical access control solutions.

Seasonality and Other Factors. In our business overall, we may experience significant 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 premises solutions to U.S. Government agencies are subject to annual government budget cycles and generally are highest in the third quarter of each year. However, the usual seasonal trend can be negatively impacted by actions such as government shutdowns and the passing of continuing resolutions which can act to delay the completion of certain projects. Sales of our identity reader chips, many of which are sold to government agencies worldwide, are impacted by testing and compliance schedules of government bodies as well as roll-out schedules for application deployments, both of which contribute to variability in demand from quarter to quarter. 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 Asia and Australia, with fiscal year-ends in March and June, order demand can be high in the first quarter as customers attempt to complete projects before the end of the fiscal year. Accordingly, our revenue levels in the first quarter each year often depends on the relative strength of project completions and sales mix between our U.S. customer base and our International customer base.

In addition to the general seasonality of demand, overall U.S. Government expenditure patterns have a significant impact on demand for our products due to the significant portion of revenues that are typically sourced from U.S. Government agencies. Therefore, any significant reduction in U.S. Government spending could adversely impact our financial results and could cause our operating results to fall below any guidance we provide to the market or below the expectations of investors or security analysts.

Operating Expense Trends

Base Operating Expenses

Our base operating expenses (i.e., research and development, selling and marketing, and general and administrative spending) increased 5% in the first three months of 2015 compared with the same period of 2014. Research and development spending increased by 33% in the first three months of 2015 compared with the same period of 2014, mainly due to the transfer of existing employees into research and development and the addition of new employees, leading to higher payroll costs, travel expenses, as well as higher costs for external services and contractors. Selling and marketing spending in the first three months of 2015 was down by less than 1% compared with the first three months of 2014, due to the stabilization of sales and marketing organization headcount and marketing program spending. General and administrative spending in the first three months of 2015 increased less than 1% from the same period in the previous year, as staff reductions initiated in the fourth quarter of 2013 to simplify our business structure and streamline our operations offset increases in stock-based compensation. These actions are further discussed under “Simplification and Streamlining of our Business” below.

Simplification and Streamlining of our Business

Following the appointment of Mr. Hart as our CEO, we undertook a strategic review of our business and initiated a series of actions to simplify our business structure and streamline our operations. As a consequence of our strategic review in late 2013 and

 

25


early 2014, we disposed of non-core or under-performing businesses, including our Multicard US subsidiary and certain operations related to our ACiG Technology, Inc. subsidiary. We believe that these divestitures enhance our ability to focus our resources and investments on higher-growth and more profitable global opportunities in the security market. To further simplify our business and streamline our operations, we have restructured our organization to operate as a single, unified company rather than as a group of individual businesses. This restructuring has included the realignment of our management team and our operational activities by function (for example engineering, sales, marketing, customer service and information technology), which allows us to manage key activities on a global basis. With the centralization of various functions, we have also eliminated several redundant positions. Additionally, we completed the process of transferring various functions, such as corporate financial accounting and reporting from Germany to the U.S., in the third quarter of 2014. We will continue to evaluate opportunities to further reduce overhead costs and make more efficient use of our operational resources.

To streamline production and operations in our Credentials business, we initiated the closure of our German production plant for RFID and NFC inlays, tags, and labels in Sauerlach to consolidate production in our facility in Singapore. The closure of our Sauerlach location was completed in the second quarter of 2014. We have in the past expanded production capacity with the addition of production and assembly lines at our existing facility in California and via partnerships with external manufacturers, and we are planning to further invest in our card production capabilities. Additionally, we continue to invest in enhancements to our data center infrastructure to support the expected growth of our cloud service offerings.

Restructuring and Severance

As discussed in “Simplification and Streamlining of our Business” above, beginning in late 2013, we undertook a strategic review of our business and initiated a series of actions to simplify our business structure and streamline our operations. As a result, certain employees related to non-core functions were terminated. As a result, the Company recorded $0.4 million in restructuring, severance and other closure related costs during the three months ended March 31, 2014. In addition, the Company recorded an additional $0.2 million in severance costs during the three months ended March 31, 2015 primarily related to restructuring within our sales and marketing organization in conjunction with recent corporate restructuring and cost reduction activities.

 

26


Results of Operations

The amounts for 2014 have been adjusted for divested businesses as discussed in Note 2 Discontinued Operations, in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in this document. The following table includes segment net revenues and segment net profit information for our Premises, Identity, Credentials and All Other segments and reconciles gross profit to results of continuing operations before income taxes and noncontrolling interest:

 

     Three Months Ended March 31,  
     2015     2014     % Change  

Premises:

      

Net revenue

   $ 4,672      $ 3,467        35

Gross profit

     2,699        2,144        26

Gross profit margin

     58     62  

Identity:

      

Net revenue

     2,594        5,020        (48 %) 

Gross profit

     1,003        2,237        (55 %) 

Gross profit margin

     39     45  

Credentials:

      

Net revenue

     7,157        7,161        (0 %) 

Gross profit

     2,042        1,606        27

Gross profit margin

     29     22  

All Other:

      

Net revenue

     511        1,206        (58 %) 

Gross profit

     340        615        (45 %) 

Gross profit margin

     67     51  
  

 

 

   

 

 

   

Total:

Net revenue

  14,934      16,854      (11 %) 

Gross profit

  6,084      6,602      (8 %) 

Gross profit margin

  41   39

Operating expenses:

Research and development

  1,992      1,502      33

Selling and marketing

  4,995      5,035      (1 %) 

General and administrative

  3,065      3,043      1

Restructuring and severance

  172      437      (61 %) 
  

 

 

   

 

 

   

Total operating expenses:

  10,224      10,017      2
  

 

 

   

 

 

   

Loss from operations

  (4,140   (3,415   21
  

 

 

   

 

 

   

Non-operating income (expense):

Interest expense, net

  (424   (2,084   (80 %) 

Foreign currency loss, net

  (1,276   (93   1,272
  

 

 

   

 

 

   

Loss from continuing operations before income taxes and noncontrolling interest

$ (5,840 $ (5,592   4
  

 

 

   

 

 

   

Revenue

Total revenues in the first quarter of 2015 were $14.9 million, down 11% compared with $16.9 million in the first quarter of 2014. Total revenues were lower in 2015 primarily reflecting lower sales in our Identity segment partially offset by higher sales in our Premises segment. A more detailed discussion of revenues by segment follows below.

We sell our products to customers in the government, enterprise and commercial markets to address vertical market segments including public services administration, military and defense, law enforcement, healthcare, education, banking, industrial, retail and critical infrastructure.

In our Premises segment, we provide solutions and services that enable the issuance, management and use of secure identity credentials in diverse markets. Our Premises segment includes products to secure buildings via an integrated access control system, and includes MX controllers, Velocity management software and TS door readers. Our modular uTrust MX controllers are designed to be scalable, allowing customers to start with a small system and expand over time. uTrust MX controllers can operate autonomously, whether as a single controller or as part of a networked system with Velocity software. The uTrust Velocity software platform enables centralized management of access and security operations across an organization, including control of doors, gates, turnstiles,

 

27


elevators and other building equipment, monitoring users as they move around a facility, preventing unwanted access, maintaining compliance and providing a robust audit trail. uTrust door readers provide unique features to support a number of security environments and standards. For example, uTrust Scramblepad readers employ numerical scrambling on the keypad to protect access codes from being stolen as they are entered. uTrust TS readers support the majority of legacy card credentials with a robust next-generation platform that can help companies migrate to more secure credentials and technologies, including smart cards, NFC and government-issued credentials. Because of the complex nature of the problems we address for our Premises solutions customers, pricing pressure is not prevalent in this segment.

Revenues in our Premises segment were $4.7 million in the first quarter of 2015, an increase of 35% from $3.5 million in the first quarter of 2014. The increase in the three months ended March 31, 2015 primarily was due to higher sales of physical access control solutions in the U.S., resulting from higher overall demand from U.S. Government customers compared to the prior year periods.

In our Identity segment, we offer products to secure enterprise information, including PCs, networks, email encryption, login, and printers via delivery of smart card reader products and identity management via our idOnDemand service. Identiv offers smart card readers - a broad range of contact, contactless and mobile smart card readers, tokens and terminals - to enable logical (i.e., PC, network or data) access and security and identification applications, such as national ID, payment, e-Health and e-Government. Our idOnDemand service can be used to provision (i.e., create and issue) and manage identity credentials.

Revenues in our Identity segment were $2.6 million in the first quarter of 2015, a decrease of 48% from $5.0 million in the first quarter of 2014. This decrease in Identity segment revenues in 2015 is primarily the result of the timing of significant orders being received in the first quarter of 2014 from our German and Asian customers which were not repeated in 2015, and also reflects continuing economic uncertainty in the international markets we do business in as well as the negative impact of a strong U.S. dollar in the first quarter of 2015 compared to the same period in 2014.

In our Credentials segment, we offer access cards and RFID and NFC products, including cards, inlays, labels, tags and stickers, as well as other RF components. These products are manufactured in our state-of-the-art facility in Singapore and are used in a diverse range of identity-based applications, including electronic entertainment, loyalty schemes, mobile payment, transit and event ticketing. In our RFID and NFC product business, there is a trend towards a higher overall average selling price as we sell a higher proportion of finished tickets and tags in addition to our inlays. The margins for access cards are relatively stable.

Revenues in our Credentials segment were $7.2 million in both the first quarter of 2015 and 2014. Higher sales of RFID and NFC products in the U.S. were offset by declines in sales of RFID and NFC products in our international markets.

The All Other segment includes sales of our Chipdrive brand and Digital Media reader products.

Revenues in our All Other segment were $0.5 million in the first quarter of 2015, down 58% from $1.2 million in the first quarter of 2014. Digital Media reader product sales were down significantly in the three months ended March 31, 2015 compared to the same period in 2014 and are expected to remain at low levels as certain customers are expected to exit this business.

Gross Profit

Gross profit for the first quarter of 2015 was $6.1 million, or 41% of revenues, compared with $6.6 million or 39% of revenues in the first quarter of 2014. Gross profit represents revenues 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. Gross profit margins were up in 2015 primarily related to product mix and cost efficiencies resulting from the closure of our manufacturing facility in Sauerlach Germany.

In our Premises segment, gross profit on sales of physical access control solutions, including panels, controllers, and access readers was $2.7 million in the three months ended March 31, 2015 and $2.1 million in the three months ended March 31, 2014. Gross profit was higher in the March 31, 2015 as a direct result of higher sales in the Premises segment during the period. Gross profit margins in the Premises segment were lower in the three months ended March 31, 2015 at 58% compared to 62% in the three months ended March 31, 2014 as a greater portion of sales in the first quarter of 2015 included lower margin third party products.

In our Identity segment, gross profit on sales of information readers and modules as well as cloud-based credential provisioning and management services was $1.0 million in the three months ended March 31, 2015 compared to $2.2 million in the three months ended March 31, 2014. Gross profit was lower in the three months ended March 31, 2015 as a direct result of lower sales in the Identity segment during the period. Gross profit margins in the Identity segment were lower in the three months ended March 31, 2015, at 39%, compared to the three months ended March 31, 2014 of 45%, due to product mix and the negative impact of absorbing fixed overhead over a smaller revenue base in the period.

 

28


In our Credentials segment, gross profit on sales of RFID & NFC inlays and tags used in electronic entertainment applications was $2.0 million in the three months ended March 31, 2015 compared to $1.6 million in the three months ended March 31, 2014. Gross profit was higher in the three months ended March 31, 2015 as a result of cost efficiencies resulting from the closure of our manufacturing facility in Sauerlach Germany in the second quarter of 2014. Gross profit margins in the Credentials segment were higher in the first quarter of 2015 at 29% compared to 22% due to cost efficiencies gained from the closure of our manufacturing facility in Sauerlach Germany.

We expect there will be some variation in our gross profit from period to period, as our gross profit has been and will continue to 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.

Operating Expenses

Information about our operating expenses for the three months ended March 31, 2015 and 2014 is set forth below.

Research and Development

 

     Three Months Ended March 31,  
     2015     2014     % Change  

Research and development

   $ 1,992      $ 1,502        33

as a % of net revenue

     13     9  

Research and development expenses consist primarily of employee compensation and fees for the development of hardware, software and firmware products. We focus the bulk of our research and development activities on the continued development of existing products and the development of new offerings for emerging market opportunities.

Research and development expenses were $2.0 million in the first quarter of 2015, representing 13% of revenue, which increased 33% from $1.5 million, or 9% of revenue from the first quarter of 2014. Higher research and development expenses in the first quarter of 2015 resulted mainly from the transfer of existing employees into research and development and the addition of new employees, leading to higher payroll costs, travel expenses, as well as higher costs for external services and contractors in the period. Research and development expenses in the first three months of 2014 benefited from the streamlining of activities resulting in lower material costs from a consolidation of the number of research and development projects.

Selling and Marketing

 

     Three Months Ended March 31,  
     2015     2014     % Change  

Selling and marketing

   $ 4,995      $ 5,035        (1 %) 

as a % of net revenue

     33     30  

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. We focus a significant proportion of our sales and marketing activities on traditional as well as new and emerging market opportunities.

Selling and marketing expenses were $5.0 million in first quarter of 2015, comprising 33% of revenue, a decrease of 1% from $5.0 million, or 30% of revenue in the first quarter of 2014. The level of selling and marketing expenses represents the stabilization of sales and marketing organization headcount and marketing program spending resulting from our actions beginning in 2013 to simplify our business structure and streamline our operations.

General and Administrative

 

     Three Months Ended March 31,  
     2015     2014     % Change  

General and administrative

   $ 3,065      $ 3,043        1

as a % of net revenue

     21     18  

 

29


General and administrative expenses consist primarily of compensation expense for employees performing administrative functions as well as professional fees arising from legal, auditing and other consulting services.

General and administrative expenses in first quarter of 2015 were $3.1 million, or 21% of revenue, compared with $3.0 million, or 18% of revenue in the first quarter of 2014, a decrease of 1%. This stabilization of general and administrative expenses primarily resulted from our actions initiated in the third quarter of 2013 to streamline operations and refocus the company.

Restructuring and Severance Charges

 

     Three Months Ended March 31,  
     2015      2014      % Change  

Restructuring and severance

   $ 172       $ 437         (61 %) 

Beginning in the first quarter of 2014, certain employees related to non-core functions were terminated, the process of transferring corporate financial accounting and reporting from Germany to the U.S. commenced and certain manufacturing facilities were scheduled to close with activities consolidated within existing facilities as part of management’s efforts to simplify business operations following our strategic review in 2013. As a result, we recorded restructuring and severance charges of $0.4 million primarily related to restructuring, severance and other closure related costs during the three months ended March 31, 2014. During the three months ended March 31, 2015, the Company recorded an additional $0.2 million in severance costs, as part of management’s continuing efforts to simplify business operations.

See Note 11 Restructuring and Severance, of the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in this document for more information.

Interest Expense, Net

 

     Three Months Ended March 31,  
     2015      2014      % Change  

Interest expense, net

   $ 524       $ 2,084         (75 %) 

Interest expense, net consists of interest on financial liabilities and interest accretion expense for a liability to a former related party arising from our acquisition of Hirsch Electronics Corporation (“Hirsch”), offset by interest earned on invested cash. We recorded net interest expense of $0.5 million in the three months ended March 31, 2015 compared to $2.1 million in the three months ended March 31, 2014. Higher net interest expense in the three months ended March 31, 2014 is due to our entry into a bank term loan and revolving loan facility on March 31, 2014 with Opus Bank (“Opus”) and repayment of all outstanding amounts under the secured debt facility with Hercules Technology Growth Capital, Inc. (“Hercules”). In connection with the repayment of our secured debt facility with Hercules, we recorded a $1.6 million charge to interest expense during the three months ended March 31, 2014 in our condensed consolidated statement of operations. The $1.6 million charge to interest expense included $0.9 million related to write-off of deferred costs, $0.6 million related to write-off of discounts on the secured note and $0.1 million related to prepayment fees as stipulated in the Hercules agreement and forfeiture of facility charge paid at the inception of the agreement.

See Note 7 Long-term Payment Obligation, in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements, and Note 8 Financial Liabilities, in the Notes to Unaudited Condensed Consolidated Financial Statements of this document for more detailed information.

Foreign Currency Loss, Net

 

     Three Months Ended March 31,  
     2015      2014      % Change  

Foreign currency loss, net

   $ 1,276       $ 93         1,272

We recorded net foreign currency losses of $1.3 million during the three months ended March 31, 2015 compared to net foreign currency losses of $0.1 million during the three months ended March 31, 2014. Changes in currency valuation in the periods mainly were the result of exchange rate movements between the U.S. dollar and the euro and the Swiss franc and their impact on the valuation of intercompany transaction balances. Accordingly, they are predominantly non-cash items. 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.

 

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Income Taxes

 

     Three Months Ended March 31,  
     2015     2014     % Change  

Income tax provision

   $ 19      $ 64        (70 %) 

Effective tax rate

     (0 %)      (1 %)   

As of March 31, 2015, our deferred tax assets are fully offset by a valuation allowance except in those jurisdictions where it is determined that a valuation allowance is not required. 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 our net U.S. deferred tax assets and a partial valuation allowance against our 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. The Company does not anticipate a material change in the total amount or composition of its unrecognized tax benefits within 12 months of March 31, 2015.

We recorded a minimal income tax provision during the three months ended March 31, 2015. The effective tax rates for the three month periods ended March 31, 2015 and 2014 differ from the federal statutory rate of 34% primarily due to a change in valuation allowance and, the benefit of taxable earnings in certain foreign jurisdictions, which are subject to lower tax rates.

Discontinued Operations

In November 2013, we committed to a plan to sell our Multicard US business and completed the sale of this business on February 4, 2014. Additionally, we entered into an asset purchase agreement to sell certain non-core assets related to one of our subsidiaries to a former employee in June 2014 and completed the sale of these non-core assets in July 2014. All of these businesses (collectively, our “divested businesses”) have been accounted for as discontinued operations in our condensed consolidated statements of operations.

Revenue for the divested businesses was $0.0 million during the three month period ended March 31, 2015 and $0.8 million during the three months ended March 31, 2014. Income from discontinued operations before income taxes was $0.0 million and $0.5 million during the three months ended March 31, 2015 and 2014, respectively.

See Note 2 Discontinued Operations, in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in this document for more information.

Liquidity and Capital Resources

As of March 31, 2015, our working capital, which we have defined as current assets less current liabilities, was $38.1 million, a decrease of $3.9 million compared to $42.0 million as of December 31, 2014. The decrease in working capital reflects a $3.9 million use of working capital from operating activities in the quarter ended March 31, 2015. As of March 31, 2015, our cash balance was $33.1 million.

The following summarizes our cash flows for the three months ended March 31, 2015 and 2014 (in thousands):

 

     Three Months Ended March 31,  
     2015      2014  

Net cash used in operating activities

   $ (3,948    $ (4,001

Net cash (used in) provided by investing activities

     (169      1,024   

Net cash (used in) provided by financing activities

     (600      9,814   

Effect of exchange rates on cash

     1,257         82   
  

 

 

    

 

 

 

Net (decrease) increase in cash

  (3,460   6,919   

Cash of continuing operations, at beginning of period

  36,547      5,095   

Add: Cash of discontinued operations, at beginning of period

  —        16   

Less: Cash of discontinued operations, at end of period

  —        —     
  

 

 

    

 

 

 

Cash of continuing operations, at end of period

$ 33,087    $ 12,030   
  

 

 

    

 

 

 

 

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Significant commitments that will require the use of cash in future periods include obligations under operating leases, a long-term payment obligation, secured note and revolver, purchase commitments and other obligations. Gross committed operating lease obligations are $3.7 million, the long-term payment obligation is $7.9 million, the bank term loan, revolving loan facility and interest related obligation is $15.8 million, and purchase commitments and other obligations are $7.7 million at March 31, 2015. Total commitments due within one year are $11.1 million and due thereafter are $24.0 million at March 31, 2015. These commitment levels are based on existing terms of our operating leases, obligations with suppliers, a liability to a former related party and an existing credit agreement, as amended with Opus as of March 31, 2015.

Cash used in operating activities for the three months ended March 31, 2015 primarily was due to the net loss of $5.9 million and decreases in cash from net changes in operating assets and liabilities of $0.3 million which was partially offset by adjustments for certain non-cash items of $2.2 million which primarily consisted of depreciation, amortization, amortization of debt issue costs and stock-based compensation. For the three months ended March 31, 2014, cash used in operating activities primarily was due to the net loss of $5.2 million partially offset by a decrease in cash from net changes in operating assets and liabilities of $1.2 million, adjustments for certain non-cash items of $2.8 million and the gain on sale of discontinued assets of $0.4 million.

Cash used in investing activities for the three months ended March 31, 2015 primarily reflects $0.2 in capital expenditures.

Cash used in financing activities primarily reflects $0.6 million for the repurchase of common stock for the three months ended March 31, 2015.

We consider the undistributed earnings of our foreign subsidiaries, if any, as of March 31, 2015, to be indefinitely reinvested and, accordingly, no U.S. income taxes have been provided thereon. Generally most of our foreign subsidiaries have accumulated deficits and cash positions held outside the U.S. are typically not cash generated from earnings that would be subject to tax upon repatriation if transferred to the U.S. 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, 2015, the amount of cash held at such subsidiaries was $1.8 million. We have not, nor do we anticipate the need to, repatriate funds to the U.S. to satisfy domestic liquidity needs arising in the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.

On October 30, 2012, we entered into a Loan and Security Agreement (the “Loan Agreement”) with Hercules. The Loan Agreement provided for a term loan in aggregate principal amount of up to $10.0 million with an initial drawdown of $7.5 million. The initial drawdown of $7.5 million was secured by a Secured Term Promissory Note dated October 30, 2012 (the “Secured Note”). As discussed below, the Company repaid all outstanding amounts under its Loan Agreement with Hercules in connection with entering into a Credit Agreement (the “Credit Agreement”) with Opus on March 31, 2014.

On April 16, 2013, we entered into a purchase agreement (the “Purchase Agreement”) with LPC, pursuant to which we had the right to sell to LPC up to $20 million in shares of our common stock, subject to certain limitations and conditions set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, LPC initially purchased 175,438 shares (split adjusted) of common stock for a net consideration of $1.5 million on April 17, 2013. Thereafter, on any business day and as often as every other business day over the 36-month term of the Purchase Agreement, and up to an aggregate amount of an additional $18 million (subject to certain limitations) in shares of common stock, we had the right, from time to time, at our sole discretion and subject to certain conditions to direct LPC to purchase up to 10,000 shares (split adjusted) of common stock. Subsequent to the initial purchase, we directed LPC to purchase 250,000 shares of common stock from April 17, 2013 through December 31, 2013 for a net consideration of $1.9 million and 496,500 shares of common stock from January 1, 2014 through September 10, 2014 for a net consideration of $4.2 million.

On August 14, 2013, we issued 834,847 shares of our common stock, in a private placement, at a price of $8.50 per share and warrants to purchase an additional 834,847 shares of common stock at an exercise price of $10.00 per share to accredited and other qualified investors (the “Investors”), for aggregate gross consideration of $7.1 million. The private placement was made pursuant to definitive subscription agreements between the Company and each Investor. We engaged a placement agent in connection with private placement outside the U.S. See Note 4 Stockholders’ Equity of Identiv, in the accompanying Notes to Unaudited Consolidated Financial Statements in this document for more information.

On March 31, 2014, we entered into a Credit Agreement with Opus. The Credit Agreement provides for a term loan in aggregate principal amount of $10.0 million (“Term Loan”) which was drawn down on March 31, 2014, and an additional $10.0 million revolving loan facility (“Revolving Loan Facility”), of which $4.0 million was drawn down on March 31, 2014 and an additional $2.0 million was drawn down during the three months ended June 30, 2014. In connection with the closing of the Credit Agreement, the Company prepaid all outstanding amounts under its Loan Agreement, as amended from time to time with Hercules. The proceeds of the Term Loan and the initial loans under the Revolving Loan Facility, after payment of fees to Opus and expenses and all outstanding amounts under the Loan Agreement with Hercules, were approximately $7.8 million. The obligations of the Company under the Credit Agreement are secured by substantially all assets of the Company. See Note 8 Financial Liabilities, in the accompanying Notes to Unaudited Consolidated Financial Statements in this document for more information. On November 10, 2014, the Company entered into an amendment to its Credit Agreement with Opus which changed a number of terms of the Credit Agreement including

 

32


interest charged, the monthly installment payment schedule, the maximum amount available under the revolving loan facility and the maturity date as well as certain other terms and conditions. For additional information concerning the amendment of the Credit Agreement, see Note 8 Financial Liabilities, in the accompanying Notes to Unaudited Consolidated Financial Statements in this Quarterly Report

On September 16, 2014, the Company entered into an underwritten public offering of 2,000,000 shares of its common stock at a public offering price of $15.00 per share and also granted the underwriter a 30-day option to purchase up to an additional 300,000 shares of common stock to cover overallotments, if any (the “Public Offering”). The Public Offering was made pursuant to an effective shelf registration statement on Form S-3 (Registration No. 333-195702), filed with the U.S. Securities and Exchange Commission (“SEC”) in accordance with the provisions of the Securities Act of 1933, as amended, and declared effective on May 14, 2014, and the prospectus supplement thereto dated September 11, 2014. The Company received net proceeds of approximately $31.6 million from the sale of 2,300,000 shares of common stock in the Public Offering, after deducting the underwriting discount and estimated offering expenses payable by us. See Note 4 Stockholders’ Equity of Identiv, in the accompanying Notes to Unaudited Consolidated Financial Statements in this document for more information.

We have historically incurred operating losses and negative cash flows from operating activities, and we expect to continue to incur losses for the foreseeable future. As of March 31, 2015, we have a total accumulated deficit of $344.5 million. During the three months ended March 31, 2015, we sustained a consolidated net loss of $5.9 million. We expect to use a significant amount of cash in our operations over the next twelve months for our operating activities and servicing of financial liabilities, including increased investment in marketing and sales capabilities to drive revenue growth, and continued investment in our cloud-based services, physical access control solutions, smart card reader products and RFID and NFC products.

Our consolidated financial statements have been prepared assuming that we will continue as a going concern. This assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Our continuation as a going concern is contingent upon our ability to generate revenues and cash flows to meet our obligations on a timely basis and our ability to raise financing or dispose of certain noncore assets as required. Our plans may be adversely impacted if we fail to realize our assumed levels of revenues and expenses or savings from our cost reduction activities. If events, such as reductions or delays in spending under various federal budget programs, cause a significant adverse impact on our revenues, expenses or savings from our cost reduction activities, we may need to delay, reduce the scope of, or eliminate one or more of our development programs or obtain funds through collaborative arrangements with others that may require us to relinquish rights to certain of our technologies, or programs that we would otherwise seek to develop or commercialize ourselves, and to reduce personnel related costs. We believe our recent raising of funds through public and private offerings of equity securities and the increase in our line of credit and change in terms in our amendment to our Credit Agreement with Opus provides sufficient working capital to fund operations and continue as a going concern for the next 12 months.

Over the longer term, we believe our existing cash balance, together with available credit under our Amended Credit Agreement with Opus and our ability to raise capital through public and private offerings will be sufficient to satisfy our working capital needs to fund operations. However, there can be no assurance that additional capital, if required, will be available to us or that such capital will be available to us on acceptable terms.

Off-Balance Sheet Arrangements

We have not entered into off-balance sheet arrangements, or issued guarantees to third parties.

Contractual Obligations

The following summarizes expected cash requirements for contractual obligations as of March 31, 2015 (in thousands):

 

     Total      Less than 1
Year
     1-3
Years
     3-5
Years
     More
than 5
Years
 

Operating leases

   $ 3,691       $ 1,551       $ 1,973       $ 167       $ —     

Contractual payment obligation

     7,888         1,170         2,483         2,685         1,550   

Bank term loan and revolving loan facility

     15,818         691         15,127         —           —     

Purchase commitments and other obligations

     7,712         7,708         4         —           —     
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total obligations

$ 35,109    $ 11,120    $ 19,587    $ 2,852    $ 1,550   
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Our contractual payment obligation was acquired in connection with our acquisition of Hirsch. See Note 7 Long-term Payment Obligation, in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in this document for more information about this liability listed in the table above.

 

33


The bank term loan and revolving loan facility relates to the existing terms at March 31, 2015 of a credit agreement we entered into with Opus Bank on March 31, 2014 as amended on November 10, 2014. The amounts above include payments to be made for principal and interest in accordance with the existing terms as of March 31, 2015. See Note 8 Financial Liabilities, in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in this document for more information about the financing liabilities listed in the table.

The Company leases its facilities, certain equipment, and automobiles under non-cancelable operating lease agreements. Purchases for inventories are highly dependent upon forecasts of customer demand. Due to the uncertainty in demand from our customers, we may have to change, reschedule, or cancel purchases or purchase orders from our suppliers. These changes may lead to vendor cancellation charges on these orders or contractual commitments. See Note 12 Commitments and Contingencies, in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in this document for more information about operating leases, purchase commitments and other obligations listed in the table above.

The Company’s other long-term liabilities include gross unrecognized tax benefits, and related interest and penalties. At this time, we are unable to make a reasonably reliable estimate of the timing of payments in individual years in connection with these tax liabilities. Accordingly, such amounts are not included in the contractual obligation table above.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of these financial statements requires management to establish accounting policies that contain estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These policies relate to revenue recognition, inventory, income taxes, goodwill, intangible and long-lived assets and stock-based compensation. We have other important accounting policies and practices; however, once adopted, these other policies either generally do not require us to make significant estimates or assumptions or otherwise only require implementation of the adopted policy and not a judgment as to the policy itself. Management bases its estimates and judgments on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Despite our intention to establish accurate estimates and assumptions, actual results may differ from these estimates under different assumptions or conditions.

During the three months ended March 31, 2015, management believes there have been no significant changes to the items that we disclosed within our critical accounting policies and estimates in Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended December 31, 2014.

Recent Accounting Pronouncements

See Note 1 in the accompanying Notes to Unaudited Condensed Consolidated Financial Statements in Item 1 of Part I of this document for a full description of recent accounting pronouncements, which is incorporated herein by reference.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There have been no significant changes in our exposure to market risk during the three months ended March 31, 2015. For discussion of the Company’s exposure to market risk, refer to Item 7A, Quantitative and Qualitative Disclosures About Market Risk, contained in our Annual Report on Form 10-K for the year ended December 31, 2014.

 

34


PART II: OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we could be subject to claims arising in the ordinary course of business or be a defendant in lawsuits. While the outcome of such claims or other proceedings cannot be predicted with certainty, our management expects that any such liabilities, to the extent not provided for by insurance or otherwise, will not have a material effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors

Our business and results of operations are subject to numerous risks, uncertainties and other factors that you should be aware of, some of which are described below. The risks, uncertainties and other factors described in these risk factors are not the only ones facing our company. Additional risks, uncertainties and other factors not presently known to us or that we currently deem immaterial may also impair our business operations. Any of the risks, uncertainties and other factors could have a materially adverse effect on our business, financial condition, results of operations, cash flows or product market share and could cause the trading price of our common stock to decline substantially.

In addition to the other information set forth in this document, you should carefully consider the risk factors previously disclosed in “Item 1A. to Part I” of our Annual Report on Form 10-K for the year ended December 31, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

The following table summarizes the Company’s purchases of common stock during the quarter ended March 31, 2015:

 

Period

   Total Number
of Shares
Purchased
     Average
Price Paid
per Share
     Total Number of
Shares Purchased as
Part of Publicly
Announced Program
     Approximate Dollar
Value of Shares that
May Yet Be Purchased
Under the Program
 

January 1 - 31, 2015

     —         $ —           —         $ 3,266,138   

February 1 - 28, 2015

     —         $ —           —         $ 3,266,138   

March 1 - 31, 2015

     59,138       $ 10.25         49,110       $ 2,763,663   

On October 9, 2014, the Company’s Board of Directors authorized a program to repurchase shares of the Company’s common stock. Under the stock repurchase program, the Company may repurchase up to $5.0 million of its common stock over a period of one year. The program allows stock repurchases from time to time at management’s discretion in the open market or in private transactions at prevailing market prices. Repurchases will be made under the program using the Company’s cash resources. The stock repurchase program may be limited or terminated at any time by the Board of Directors without prior notice. Additionally, during the quarter ended March 31, 2015, we repurchased 10,028 shares of our common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

 

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