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

Good afternoon. Welcome to Identiv's discussion of the recently announced transaction with Trackonomy. My name is John, and I will be your operator this afternoon. On the call today are James Ousley, Board Chairman of Identiv; Kirsten Newquist, CEO of Identiv; Ed Kirnbauer, CFO of Identiv; and Dr. Erik Volkerink, Co-Founder and CEO of Trackonomy. In addition, during the call, speakers will be making forward-looking statements, which refers to expectations, synergies, opportunities or other characteristics of future events, including the transaction with Trackonomy, go-forward business, future business, strategic partnerships and collaborations and any related benefits and attributes of future plans, strategies, opportunities and goals. Actual results may differ materially from those expressed in these forward-looking statements. In a moment, speakers will present their prepared remarks with a question-and-answer session to follow. This call is being recorded, and a replay will be made available on Identiv's website following the call. I will now turn the call over to Kirsten to begin.

Thank you, operator, and thank you all for joining us today to discuss the transaction with Trackonomy and our plans for Identiv on a go-forward basis. Since my appointment to CEO in September 2024, we have made meaningful progress across each of our pillars: perform, accelerate and transform. Under the Perform and Accelerate pillars, we have transitioned production to our new state-of-the-art manufacturing facility in Thailand, made advancements in our specialized Bluetooth Low Energy platform, grew our new opportunity pipeline and signed a significant multiyear agreement with IFCO. I'm also pleased to say that this transaction represents significant progress under the transform pillar as well as a complete strategic transformation of our company. As part of this transformation, the company will sell its IoT operating assets and contribute $25 million to Trackonomy in exchange for $50 million in preferred equity. We have also entered into a strategic partnership framework agreement with Trackonomy with the goal of finalizing a definitive partnership agreement at transaction close. Going forward, Identiv's strategy will focus on targeted SaaS acquisition opportunities that are synergistic with Trackonomy's AI-based platform, which is expected to drive incremental growth for our acquired SaaS businesses. Additionally, Identiv has been performing well against its key milestones and metrics. Our recent progress has positioned the company well for this value-enhancing transaction with Trackonomy and for what we see as a vision for Identiv's future. I will now pass the call to Dr. Erik Volkerink, CEO of Trackonomy, to introduce himself and his company.

Hi, everyone. I'm excited to be here and speak to you all today. A little background about myself. Over the past 20 years, I've held C-level positions at various publicly traded companies. Most recently, I was the Chief Technology Officer of Flextronics, but I've also served as the Chief Business Officer of Heptagon and CEOs of both RF Digital and Liquid Interface Technology, among other private companies. I founded Trackonomy in 2017. Trackonomy is a pioneer in battery powered smart labels and a global leader in physical AI. And over the past 8 years, we've raised more than $250 million from various VC firms, including 8VC, Kleiner Perkins, Koch Disruptive Technologies, among others. And at Trackonomy, we are pioneering the next generation of enterprise resource planning for logistics, supply chain and other verticals, bringing AI-based real-time intelligence and automation from the shop floor to the top floor. And our network of interconnected assets transforms objects into smart, self-optimizing systems that enhance efficiency, security and operational control. We're serving major global enterprises across health care, airlines, logistics and manufacturing markets as well as governments. And some of the brands I can talk about publicly are UPS, Delta, Georgia-Pacific and Coke. And our customers leverage our platform, which uses low-cost cloud-connected sensors as well as an AI middleware layer that runs on top of traditional ERP, but below AI applications to provide real-time visibility and intelligence to physical goods and assets and really provide tentacles in the real world as opposed to garbage in, garbage out solutions. I came to know Identiv well through our acquisition of InPlay, which we did in September 2025. And InPlay is the leading Bluetooth chip supplier for smart labels and a partner that has been collaborating with Identiv on several important programs. And I was very impressed by Identiv's leading work in BLE and the strength of its specialized RFID portfolio, and its mission to create a more connected, transparent and sustainable world closely aligns with our mission. So I'm very excited about the transaction and the future strategic partnership with Identiv. And the asset sale will really create immediate strategic benefits for Trackonomy while also expanding the future potential of the go-forward Identiv business, and it will really be to the benefit of all our customers, both Identiv as well as Trackonomy. Through our partnership, the 2 companies will be exceptionally well positioned to capitalize on the rapid growth of physical AI solutions and the increasing demand for real-time intelligence across supply chains and other verticals. So I'm very much looking forward to what we can accomplish together in the years ahead. And I'll pass the call back to Kirsten for final comments before we open the floor to Q&A.

Thanks, Erik. Under the definitive agreement we announced earlier this afternoon, Identiv will sell its IoT operating assets, including our German R&D center and our Thai subsidiary to Trackonomy. We will also contribute $25 million in cash. In return, Identiv will receive $50 million of Trackonomy preferred equity. Our cash contribution is intended to support integration efforts and fund incremental capital expenditures, including the scale-up of high-volume opportunities from Identiv. We believe the transaction will create substantial long-term value for our stockholders on multiple fronts, including for Identiv's ownership interest in Trackonomy's equity, participation in Identiv go-forward strategy, which I will discuss in a moment, and a $40 million stock repurchase program that we intend to execute following the transaction's close. Additionally, Identiv intends to significantly streamline its overhead post closing to preserve a higher percentage of remaining cash for stockholder benefit. The asset sale will bring together highly complementary products and capabilities to create compelling strategic and operational synergies for Trackonomy. Trackonomy's deep expertise in large-scale deployments is intended to support strong execution across various strategic programs from Identiv. Further, Trackonomy is expected to leverage our state-of-the-art Thailand manufacturing facility to support its growing demand for production capacity and generating cost efficiencies. We believe these synergies will contribute to revenue growth and margin expansion at Trackonomy, which we believe will benefit Identiv's equity ownership and support our long-term strategic objectives. As I mentioned earlier, we have also signed a strategic partnership framework agreement, essentially a letter of intent with Trackonomy to enter into a definitive agreement intended to support future collaboration on new software acquisition opportunities that are intended to leverage Trackonomy's physical AI platform. Subject to negotiating and entering into a definitive agreement, we anticipate the strategic partnership will create meaningful value for both of our companies. Following transaction close, the streamlined Identiv will transition to a SaaS and physical AI-focused business model with a strategy focused on acquiring and consolidating targeted smaller compliance SaaS companies that can benefit from the integration into Trackonomy's AI-driven platform. We believe these acquisitions can create significant value by combining traditional compliance software with real-time physical world data and AI-enabled verification capabilities. The compliance software industry is undergoing a structural shift. Historically, compliance platforms have been designed to manage workloads, workflows and documentation, but not to verify compliance in real time. As AI rapidly commoditizes workflow-based software, many traditional SaaS products are experiencing reduced differentiation and increasing pressure on valuation multiples. At the same time, regulators are demanding greater transparency, real-time visibility and verifiable evidence of compliance. Under this strategy, Identiv plans to pursue attractively valued compliance SaaS acquisitions in highly regulated industries, specifically targeting companies in the $3 million to $15 million annual recurring revenue range. Our vision is to integrate the software from these acquisitions into Trackonomy's physical AI data platform, enhancing these SaaS products with a BLE and RFID generated physical AI data and infrastructure layer, delivering verified compliance data. This approach leverages our core expertise in RFID and BLE technologies together with our strategic partnership with Trackonomy. This integration is intended to transform traditional workflow-based software into premium data-driven platforms powered by continuous physical world data collection and real-time monitoring. We believe that by moving beyond self-reported compliance to delivering real-time verification data, we will expand the SaaS company's ability to deliver new services while increasing customer retention, pricing power and creating a more defensible platform. These SaaS business acquisitions are expected to benefit from new revenue opportunities, including premium pricing tiers, licensing arrangements with Trackonomy and broader access to Trackonomy's customer and partner network. We believe this strategy is well aligned with the total global addressable market for regulatory compliance software, which is estimated at approximately $40 billion for 2026 and growing at approximately a 10% CAGR. Identiv is actively evaluating potential acquisition opportunities and intends to announce its first SaaS acquisition after this transaction closes. Now let me pass the call to Identiv's Chairman of the Board, Jim Ousley.

Thank you, Kirsten. I'm very pleased with this transaction we're announcing today. This decision follows a significant and extensive review of our strategic options over the last 18 months, and I am confident that we have identified the optimal path forward. Our confidence in this strategy is underscored by our commitment to return capital directly to our shareholders. We have increased our stock repurchase program to $40 million, which adds approximately $32 million to the roughly $8 million currently available under our program. We intend to repurchase our stock after transaction close, a move that reflects our belief in the company's intrinsic value and our priority of delivering tangible returns to our shareholders. We believe that the repurchase program is an attractive and efficient means of returning capital and enhancing stockholder value. The transaction is expected to close in the third or early fourth quarter of this year, subject to customary closing conditions, including approval by our stockholders. I am pleased that our Board unanimously supports this transaction as does our largest shareholder, Bleichroeder, who has entered into a voting agreement with the company and Trackonomy. After closing, Identiv intends to remain a publicly listed on the NASDAQ Stock Exchange under the same ticker symbol. However, the name of the company will change. The Identiv name and brand will be included in the sale of the IoT operating business assets. Now moving forward to the leadership and governance. The Identiv Board intends to significantly streamline the company's go-forward organizational structure into a highly focused cross-functional team dedicated to driving new SaaS and physical AI strategy. Post close, the Board intends to add senior leadership with extensive experience in SaaS and M&A integration to lead the organization and successfully execute this next chapter of growth. On the Board level, upon the close of the transaction, Dr. Erik Volkerink will become an observer of the Identiv Board, and I will be appointed as an observer of the Trackonomy Board. These appointments will help facilitate strategic alignment, continuity, oversight and direct insight into the 2 company strategies and execution. The Board expects the synergies between both companies to scale quickly, fostering a collaborative, mutually beneficial strategic partnership. We look forward to working more closely with Erik and his team after the transaction closes. This announcement is the culmination of the Board's comprehensive review of strategic alternatives. On behalf of the entire Board, I believe that this transaction will provide significant value to our stakeholders, including our shareholders, employees, customers, suppliers and partners. I'll now pass the call back to Kirsten for final comments before we open the floor to Q&A.

Thank you, Jim. I'm incredibly proud that Trackonomy recognizes our team's achievements in cutting-edge technology. I'm excited for what's to come. This transaction marks an important milestone for both of our companies and provides the potential for significant upside to our shareholders through Identiv's go-forward physical AI strategy and participation in Trackonomy's growth through our investment. I'll now pass the call to the operator to begin the question-and-answer session. Thank you.

[Operator Instructions] The first question comes from Jaeson Schmidt with Lake Street Capital.

I just want to clarify, I know you guys are -- have been aware of each other in the market, but curious if you have previously collaborated or worked together on anything?

Yes. So how Erik and I got to know each other and our 2 organizations got to know each other was through InPlay. So Trackonomy acquired InPlay, which is the BLE chip provider that we have been working with for a couple of years. So we have several different of our BLE smart label programs that we are working with InPlay. And as that relationship developed and then Trackonomy acquired InPlay, we have started working on new opportunities with Trackonomy as well. And maybe, Erik, if you have anything to add to that?

Yes, totally. I mean as a pioneer in Bluetooth Labels, we've been deep into ramping up these kind of products. And so as we work closer with Identiv, we were super impressed by the capabilities of the team, and also more and more saw how one plus one is three in the context of having semiconductor chips, process technology and our experience that under the same roof, how that benefits our customers. And we have a bunch of customers that are shared customers.

Got you. And then just as a follow-up, with this focus on compliance SaaS post the close of the transaction, just curious if the pipeline of potential targets has already been building over the past few months or if it's sort of you've identified the sandbox and now we'll start to kind of build out that list of targets?

Yes. So we've identified the sandbox, and we have a list of targets. And we'll continue to refine that list of targets and as we go out and really proactively have these discussions. But the targets are identified. And obviously, we'll continue to add to the target list.

The next question comes from Anthony Stoss with Craig-Hallum.

Kirsten, I'm just going to summarize some of the e-mails I received from shareholders post the announcement of this transaction. Why not just shut down everything and return all cash to shareholders is one. I think people are wondering, you spent 2 years looking for acquisitions. Now you're paying Trackonomy to take away your business. You have less cash used for acquisitions, and you haven't been able to make any. So why not just shut down and return all remaining cash to shareholders?

Yes. Look, I mean, so this is the culmination of a 2-year strategic review process that the Board and I have gone through. We're excited about this potential combination. We're excited about the partnership with Trackonomy. We believe that there's significant value in the equity by combining the Identiv business with Trackonomy. And we're actually excited about the go-forward strategy. And we believe strongly that, that is the best opportunity for the shareholders. And certainly, we are committed to returning capital as well, as you can see with the $40 million buyback.

And this is Jim. I would add to that, that we have been exploring both mergers and acquisitions extensively. So this, we truly believe has the opportunity to create more value. And the shutdown of a complex business like we had would be very expensive and with a lot of complications, both legally, et cetera. So the wind down and just distribute cash did not make sense to us, given we had a better alternative in our mind.

Okay. I have a question for Erik, if I could. We don't know much about your business. How large are you? How close might you be to an IPO? So the $50 million of preferred stock would ultimately be monetized for Identiv shareholders.

Yes. I think in the proxy statement, there will be a disclosure of the financials of Trackonomy as well. So I think that will have the details.

Our next question comes from Craig Ellis with B. Riley.

Kirsten, I'll start with you. As we think about getting to the transaction close, can you just go into more detail on what specific regulatory approvals are needed along with the shareholder approval you mentioned?

Yes. So I think the SEC obviously will review the transaction, and we expect there'll be a bit of a process there. But I think outside of that, that's the only additional regulatory approval that would be required.

And then the second question, it's clear that the post-close focus is on regulatory and compliance SaaS. But the question is, what else did you look at before coming to the conclusion that, that would be the best opportunity for shareholders? And what is it about that opportunity that leaves you and the Trackonomy team feeling like you're really advantaged there?

Yes. So I mean, look, we've looked at a whole bunch of different options. And we really believe in the whole physical AI space. We believe in the BLE smart label and the capabilities there. And this particular industry, so this kind of in this compliance industry and highly regulated fields, it is an industry that absolutely could benefit from real-world kind of verifiable data. Today, a lot of these small SaaS software companies, they literally are just checklist, kind of, automated checklist, automated reporting, and they are under a ton of pressure from AI. So there's actually quite attractive valuations. And they can absolutely benefit from the physical AI, the BLE generated, the RFID generated data to actually automate the data collection for these software companies and also provide real verifiable data into these software companies, which will immediately differentiate them and actually add an additional set of revenue streams and really grow these businesses. So we're pretty excited about this opportunity. It's obviously one that we'll do in close partnership with Trackonomy obviously, Identiv, we're having the capability around the BLE label, but the Trackonomy solution is a fully already existing automated AI-generated solution that can immediately be able to add this verifiable data to the software companies.

Got it. And then with regards to the post-close acquisition strategy, can you talk about how you and the team are thinking about sizing potential acquisitions? And to what extent is the acquisition strategy a larger deal or 2 versus going after much smaller businesses and really trying to roll up a lot of smaller entities.

Yes. So I think what we've, I think, put in the press release is we're looking for smaller companies initially. So -- and, one, to get a couple of acquisitions done relatively quickly, so kind of in the $3 million to $15 million range and really build up this collective portfolio of SaaS companies that can benefit from the physical AI platform and really be complementary to Trackonomy's physical AI platform.

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

Thank you. Yes. So thank you all for joining us today. I know there are going to be a lot of questions as we move forward. So I'm looking forward to the discussions and really sharing why we're excited about this transaction. So thank you all for joining.

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