Identiv, Inc. (INVE) Earnings Call Transcript & Summary

Good morning. Welcome to Identiv's Strategic Review Update Call. My name is Molly, and I'll be your operator this morning. Joining us for today's presentation are the company's Chairman of the Board, James Ousley; CEO, Steven Humphreys; and CFO, Justin Scarpulla. Following the presentation, we will open up the call for questions from our covering analysts. During the call, Identiv will be making forward-looking statements. Any statement that refers to expectations, projections or other characteristics of future events, including the transaction, future business and market conditions and opportunities and future plans and prospects, including with respect to the transaction and Identiv's post-closing business is a forward-looking statement. Actual results may differ materially from those expressed in these forward-looking statements. For more information, please refer to the risk factors discussed in documents filed from to time with the SEC, including the company's latest annual report on Form 10-K. Identiv assumes no obligation to update these forward-looking statements which speak as of today. Please note, the company will not be providing an updated financial model or projections related to the transaction. I will now turn the call over to Board's Chair, James Ousley for his comments.

Good morning. This is Jim Ousley. I'm happy to speak with you this morning to talk about an important announcement that we just made. As I think a lot of you know, the Board of Directors last summer announced that we were going to look at strategic alternatives for the -- for our 2 primary businesses. And we've now concluded those activities, which is culminated in this transaction, which we think is going to be very favorable for all of our constituents, our shareholders, employees, customers and so on. So what is it we're announcing today? Effectively, we're announcing a definitive asset purchase agreement with the company Vitaprotech, which is out of France. We believe that the combination of Vitaprotech and our Security business can be a powerful force in the security business going forward. We also have a major announcement this morning of new leadership for our IoT business. Kirsten Newquist is a seasoned executive with exquisite experience in our sector going forward. We're very excited that she's coming on board. She'll start on April 15, and we'll be off and running guiding the new IoT business units. She will be President reporting to the Board of Directors until such time that the deal is consummated or closed and at which time she'll become CEO. So what will she be running? Basically, we're establishing what we're calling a new Identiv, which will be focused on IoT solutions going forward. It will be their total commitment in the marketplace. We're going to basically be creating new IoT solutions, value-add, high-margin types of solutions that we know we can take to the marketplace. We also are focusing heavily on the digital health care environment. We've got a lot of talent, a lot of capability and a lot of expertise in that area. And so we will be focusing on that in addition to other value-added segments. So the whole focus of the business will be around our core IoT business, and the positive aspect of this, we will have the resources and the capital to pursue both organic growth in our segment as well as inorganic growth opportunities. The transaction is expected to close in hopefully, the early third quarter of 2024. Next slide. The transaction details Identiv has entered into a definitive asset purchase agreement. So basically, it's a security business, which is a physical security, access card, identity reader operations and the assets associated with those as well as people, which -- that basically means 32% of the assets of -- 2023 assets will be sold, which reflects roughly 63% of the FY '23 revenue of the total company. The gross proceeds to Identiv will be approximately $145 million ex closing cost and standard cost associated with the transaction. Our current CEO, Steve Humphreys and other management of the security business will be joining the buyer at the closing date. And as I mentioned, Kirsten Newquist who will be President up until close, will then become the CEO of Identiv. We have a fairly significant transaction services agreement for up to 18 months, which we'll be sharing mostly G&A resources to help assist in the transition until both companies can assume all of the normal functions. We, as I mentioned, expect to close the third quarter of 2024, subject to regulatory and stockholder approvals and ordinary closing conditions, such as CFIUS and other SEC approvals. The next slide. Well, basically, the new business, if you will, will be the new Identiv with a new vision, mission and really task to the market to create new value for the business unit. Our vision is basically everything is connected, and we'll do that by creating an ecosystem of interconnected data by digitally transforming any product. So connecting digitally people, process and products electronically. Next slide. We're going to do that with basically a seasoned as well as new leadership team. As I mentioned, Kirsten Newquist has a vast experience in our space. She's been with one of the leading firms in the RFID and in that space in addition to other expertise in product marketing, sales and marketing and so on. She will become the CEO of the business unit and of Identiv upon the closing of that transaction. We also bring seasoned executives from our Identiv business who have been involved, heavily involved in the IoT business going forward, and they will be augmented by additional resources that Kirsten be bringing on board to drive this new business units. Next slide. Also, as you may have noticed over the last several months and quarters, we've been adding a lot of very seasoned, experienced talent to our Board of Directors and our advisory teams, including the likes of Michel Combes who's been involved in major corporate roles around the world as well as private equity activities. So very well respected in the industry both from a CEO standpoint as well as an equity standpoint. Dr. Richard Koontz and Laura Angelini have been on the Board a bit since last year. Both were brought in for their medical expertise and bring a tremendous amount of capability, experience and knowledge to really driving our strategy going forward and all have been very, very involved. In addition, Manfred Ressler is a well-known RFID industry. He really has trail-blazed the entire industry, was both the companies he's built as well as just a knowledge he's spread across the industry. All of these, in addition to myself and Gary Kremen will be very active in helping drive the strategy of the company and ensuring proper execution as we go forward. Next slide. So why are we so excited about this IoT business? One, we've been in it for a bit, but we've been basically focused on creating markets and opportunities across too wide a spectrum. We need to be much more focused in areas where there's tremendous growth and higher volume -- excuse me, higher margin, higher value-add opportunities. One of those markets and one we're going to focus on is health care and health care applications. And you can see by this chart, the TAM for just the RFID solutions opportunity is tremendous in this space, $24 billion estimated in this space alone. And if you look deeper into the overall TAM, the health care of just a few segments, a few applications like syringes and prescriptions is over $5 billion. So the market opportunity where we have expertise, we have some excellent examples and lead-in opportunities that can be leveraged going forward. So this is one of our key markets. We're adding resource at the very top, both the Board of Directors and advisers as well as the new President of the operation that understand this market and how to address it effectively, with the talent that we have. Next slide. And I'd like to turn it over now to Steve Humphreys, our CEO, to go into a little more detail on the applications that we're talking about.

All right. Thanks, Jim. As Jim mentioned, especially the medical market is going to be our focus. And with Kristen joining with her experience running the medical group at Avery Dennison as well as Avery Dennison Smartrac and with Laura Angelini, Rick Kuntz and some of the other expertise that we are both bringing on and have, that will clearly be our focus. But to truly realize that vision of everything connected, we're going to be bringing these capabilities to other use cases that we already have some traction in and that we can naturally leverage into. And that goes across, as you see here, the market use cases pharma and health care as are certainly core, but also industrial smart packaging and specialty retail, where, as I mentioned, we already have great traction and did leverage our platform and our go-to-market strategy, which ultimately is our differentiation and our way to deliver the vision across all these use cases. If you want to flip to the next slide, Sophie. The differentiation we have in addition to being very customer focused is that we can take them through the whole journey. And that's going to be a lot of our core that we go into our verticals deeply, and will have the capital now and the resources and the leadership team to go in and stay with them through what can be very long sales cycles, particularly in medical and then walk them through the entire cycle of digitization of their products and their business position, everything from enablement; two, the digitization itself, application, then specially number four, to focus on in the health care area, in particular, compliance, whereby one of the big problems in health care is the point of medication or of taking a regimen is often disconnected from the administration chain and by digitizing it, we can attack the compliance problem, which is one of the biggest problems across health care both from a financial and economic perspective and from, of course, a medical and outcomes perspective. So we're perfectly positioned, but you don't get the help with compliance unless you can take them all the way through the entire journey and solve the technical problem so they can focus on their business. And you could say the same of all those verticals that we identified on the prior slide. But we have the full capability from a technology perspective, and we're going to be focusing now on the go-to-market and enablement perspective across all of these, particularly verticals themselves and then the software and deployment services so that our customers can be successful with our technologies. If you flip to the next slide. And this really gets to the core of our vision, which is everything connected. And a lot of what you see up at the top is the infrastructure that we've built and the capabilities that we've got already. And then at the bottom, is where we're going to be investing further to expand, again, particularly in health care and medical but across all of the verticals. So we've got the ability to bring our designs and capabilities to market, but then to help with the deployment services, handhold the customers, make sure it's not only succeeding technically, but succeeding as a full economic proposition for our customers, build into the software, bring all of the new tools. Of course, everybody is focusing on AI and machine learning. You can't do that if your product is disconnected. But as soon as it's connected, which is what we enable, then we can use our bitse platform and other capabilities to leverage the software and ultimately, the broad data and multi-user analytics across it. So what we're announcing today gives us both the team and the capital and investment capability to realize this vision across all these verticals. We've got the base foundation built. Now we can actually have the go-to-market, the deployment, the software, the analytics that results in what we believe will be a very long and nearly unlimited market opportunity that the company will take to market and with the team that Jim mentioned earlier. So we just wanted to touch briefly on our capabilities we've established. And I will -- with that, I'll turn it back over to Jim. Jim, are you on there? .

Sorry. So what are we going to do next? Basically, as we've mentioned, we're going to totally focus on our IoT business in this business unit as we transition the security business over to Vitaprotech. So all the management, starting with the President, the Board of Directors and all the employees associated with the business unit will be totally focused on growing that business and creating value in that business. What does that mean? Specifically, we're going to be looking at different types of opportunities. As I said, we were probably too broad-based for our size and our capabilities in our past structure. We're going to basically focus our energies and our pipeline and development on high value-add opportunities where we can provide a high value-add solution. We'll be implementing new software and services capabilities to our product line. We've started that, but we haven't had the resources and financial wherewithal to be very serious in it. That will change to where we have a significant software and service capability, which can generate ongoing sustainable reoccurring revenue for our business plan. We're not well known. Identiv in the IoT world is not a well-known entity. And one of the things that our new President, Kirsten brought to us was that at Aver, she didn't know much about Identiv. So we haven't done as good a job as we'd like to do and be able to do from a marketing and a branding standpoint to get the word out about Identiv's IoT capabilities. So that will be a major stress test going over as well. We clearly need to enhance our sales, product engineering and operations capability. We're adding to our manufacturing capabilities and lower cost. We've been in too high cost areas because that's where we initially got started. But now we have started operations in Thailand, and we're expanding those capabilities. So we will have volume capabilities to produce our products and capabilities going forward. We need better and stronger and more engineering talent as both Steve and I stated, we want to be in the technical solutions business, and that requires engineering. We have some very talented capabilities there today that are well respected in doing some very unique things but we need more talent there. So we'll be adding talent in that area as well. And obviously, last but not least, we will have capital to pursue both our organic plans that we highly -- that we talked about as well as our inorganic opportunities. We have some specific targets that we have been looking at and talking to. It's not just acquisitions, but partnerships and relationships to broaden our capabilities as well as our channels and so on. So we will have capital that we'll be able to pursue these opportunities with. So that's basically our game plan. We look forward to growing this business in a very programmed and process-oriented manner. We will be communicating with you, our investors, on progress as we transition this business, and we look forward to your support as we go forward. Thank you.

So operator, with that, we'll turn it over for questions, if you would open the line.

[Operator Instructions] Your first question for today is from Craig Ellis with B. Riley.

Jim, Steve, congratulations on getting to a transaction. I wanted to start just with a clarification. And this may be for Jim. Jim, Can you talk a little bit more about regulatory approvals beyond U.S. CFIUS, what's needed specifically in Europe, given the buyers of French entity, and are there other governmental approvals needed beyond anything in Europe?

Not really. We will have to get U.K. government approval because there is some business there that -- associated with that. We actually don't see that as a major complication. CFIUS, I think, will be the longer pole in the tent, if you will. So beyond that, we will be sending out a proxy for shareholder approval. We feel confident that we will get shareholder approval given the interest that's been expressed for a long time in our IoT business. So we think that will be very positive. And as you saw in the press release, we have the support of our largest shareholder in the Bleichroeder group. So we feel confident that, that can all take place. So other than the U.K. government approval, it's the normal U.S. activities.

Got it. And then moving on just to the business split out. I think -- I heard in prepared comments that 62% of assets were associated with the business that is sold on a calendar '23 basis, but can you help us understand what the revenue, COGS and OpEx split would be? And as we look ahead, and this may be more for Steve really then Justin, how do we plan on managing accounting treatment for the part of the business is sold -- that gets sold, the sector discontinued ops when we look at the business, or does any accounting change like that await the deal's close?

I'll take a start at that, Craig, and then I'll turn it over to Justin. But to be clear, we're not laying out financials here. But we wanted to give some characterization. So actually, it's only about 32% of the assets that are being sold, and that represents 63% of fiscal year '23 revenue. So that's the framework that we've given for the model overall. As you know, when you go into a proxy filing, we have to be very careful and consistent with our financials as we disclose them. So that's the framework around the transaction and what's going out versus what's staying inside. Justin, do you want to add anything to that -- okay. We'll follow up on that, Craig, with further. But again, that's the framework.

Yes. And then lastly, before I hop in the queue -- go ahead, Jim.

Excuse me, I was just going to say as far as accounting, up until we close, it will be what we've been doing in the past. So it basically the same financial reporting.

Got it. Very helpful. And then, Jim, lastly, you mentioned 2 things that I wanted to follow up on. One, the point on a much higher-margin RFID business. You talked about the mix of the business helping us move on a gross margin basis from what's been low to mid-20s. Can you talk about the timing to something that would be much higher than that? And then regarding the potential acquisitions, can you put some further scoping around what would be the ambition there? Is this engineering teams or sales teams? Is it specific products that you're looking to acquire, a combination of both? Any further visibility would be appreciated.

Sure. As far as acquisitions, we clearly are looking at smaller acquisitions that can bring either application capabilities, engineering, technical capabilities and particularly around data analytics and cloud implementation. We've started activities in those areas, but we clearly haven't -- barely scratched the surface. So any acquisitions that could bring capability to the company in those areas would be very applicable. From a sales and marketing standpoint, probably not so much. We're looking at relationships to expand our channels in that area. And Kirsten from her past experience has already brought some good ideas on channels that we should be considering and expanding to, particularly in the medical area where we need people that are in that space, understand that space and understand all the compliance issues associated with it, et cetera. So that would be the acquisition types of things that we'd be looking at. The the other question was, excuse me?

It was acquisitions and then the path to much higher gross margin and the IoT business?

Yes. So as you know, our margins have not been where we want them, partly because we were in higher cost manufacturing units, that's changing. So I would guess by -- even by the middle of this year to the end of this year, we'll have lower costs associated with our manufacturing capabilities. We're already seeing those. But the real key to it is the projects. So we've got NRE type projects going today, but particularly in the medical and other high-value areas, but they do take a long time. We've talked about a few in the past. We're still in the early stages of those. They can take up to a year to 18 months to 24 months before those can be realized. So I think you'll see relatively the same kinds of performance that you've seen throughout this year, but you should start seeing dramatic improvement starting in '25 and beyond.

[Operator Instructions] Your next question for today is from Jaeson Schmidt with Lake Street.

You noted 63% of 2023 revenue is being sold. I know the premises business was about $48.3 million in '23. Just curious what other product lines will be going away?

Sure. That's going to include the identity readers and the access cards. So all associated with security, access control, digital and logical as well as physical side on.

Okay. That's helpful. And then just the last one for me. From a strategy perspective in the RFID business, do you anticipate any major changes? It sounds like you'll continue to focus on health care. It sounds like software might be a bigger emphasis going forward. But can you just walk through if there's going to be any major changes from a strategy perspective? .

well, [indiscernible]

Sorry, go ahead, Jim.

Go ahead.

I just going to say I'll take sure to crack at that and then pass it to Jim. But especially, I would say when Kirsten comes on, which is in less than 2 weeks, she'll have a lot to say about that because we've mentioned her and Jim focused a bit on her background, but she really has a deep vision for where this business can go. It's totally aligned with the vision and the strategy we've got, Jaeson. But you'll find, as Jim was commenting from an organic and inorganic perspective and from a team hiring perspective, the execution and focus and rigor in the strategy, I think, is going to go to another level with Kirsten's leadership and also developing those markets going into the deep business development, connecting with the customers, understanding the use cases becoming part of the industry standards bodies that you often have to do in medical. She's been through that entire cycle. So I don't think you'll see a change in overall strategy, but the focus and emphasis and long-term ability to invest and commit and then generate the margins that that Jim has talked about earlier. She knows exactly how to build and how to do that. So I think that's what to be looking for here. Sorry, Jim, over to you.

Yes. No. And I think the major add to the strategy, if you will, we've been on the edges of it, as I mentioned, but more around the solution side of this, not just building a tag but building a solution from the very first NRE engineering project cleared through deployment and then software related to getting all the data so that into the cloud, so it can be accessed and data analytics performed by the user or, with our assistance, to the client around that data. So as we know, the world is evolving around data and value creation, it's evolving around access to data. And so we need to be at the other end of this, not just the front end of it, but the data and data analytics end of it and giving access to our customers' applications or helping with those applications. So you're going to see more software-related activities, more data analytics type activities, all of which hopefully relate to recurring sustainable revenues more so than we've had in the past.

[Operator Instructions] Your next question is a follow-up question from Craig Ellis.

Yes. Just a few more details, guys, and I really appreciate all the detailed color on this call. Back on the transaction, Jim, are there any breakup fees? And if so, can you quantify what those are?

There are breakup fees. I don't think I'm at liberty to quantify but they're within industry standards, if you will.

Okay. Got it. And then given that part of the proceeds are going to be earmarked for M&A, can you talk about the percent of proceeds that you would envision going to M&A over the next -- over the 12- to 18-month period post transaction close? And will any proceeds go to what I think is around $9 million term loan debt that I think the company would like to pay down?

Yes, we'll have to pay off the debt when the transaction is completed. So that will take place. The -- as far as how much would be used on acquisition, that's really going to be for the Board and our advisers and Kirsten to put together a plan on what it is, what are the priorities, and are there reasonable acquisition candidates. As I said, we've got some potentials today. But obviously, I'm not at liberty talking about the magnitude of those. But clearly, there are specific targets we're looking at. They're very targeted, very focused opportunities. But the real decision and the real strategy will be laid out by Kirsten and her team, including the advisory Board as we go forward. And I would suggest to you that we'll be talking to you about those in this year. So in FY '24, we'll be looking at those opportunities.

We have reached the end of the question-and-answer session, and I will now turn the call over to James for closing remarks.

Okay. Well, thank you very much for your participation. We're excited about both the opportunity for our security business with Vitaprotech as well as the opportunity going forward so that we can focus -- totally focus on the IoT business, which we strongly believe and the market has told us this in the past that can create significant value for our shareholders and all of our constituents as we go forward. So we look forward to your support. I'd be happy to answer additional questions you might have as we go forward. And we'll be communicating -- Kirsten and the team will be communicating very clearly on what our objectives are and how you should measure us on making progress going forward as we continue this journey. So thank you for your participation. We'll talk with you soon.

This concludes today's conference, and you may disconnect your lines at this time. Thank you for your participation.