Good afternoon. Welcome to Identiv's presentation of its first quarter 2024 Earnings Call. My name is Matthew, and I will be your operator this afternoon. Joining us for today's presentation are the company's CEO, Steven Humphreys; CFO, Justin Scarpulla; and President of IoT Solutions, Kirsten Newquist. Following the management's remarks, we will open the call for questions. Before we begin, please note that during this call, management may be making references to non-GAAP financial measures or guidance, including non-GAAP adjusted EBITDA, non-GAAP gross margin, and non-GAAP operating expenses. In addition, during the call, management will be making forward-looking statements. Any statement that refers to expectations, projections, or other characteristics of future events, including the pending asset sale 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 the forward-looking statements. For more information, please refer to the risk factors discussed in documents filed from time to time with the SEC, including the company's latest annual report on Form 10-K and quarterly reports on Form 10-Q. In addition, risks related to the asset sale are included in the preliminary proxy statement filed with the SEC April 30, 2024, and our first quarter 10-Q once filed and will be included in the definitive proxy statement once filed. Identiv assumes no obligation to update these forward-looking statements, which speak as of today. I will now turn the call over to CEO, Steven Humphreys, for his comments. Sir, please proceed.

Thanks, Operator, and thank you all for joining us. The first quarter of 2024 was one of the most important in our company's history. We completed an extensive year-long strategic review and took actions that we think will serve all of our stakeholders very well. We're divesting assets relating to our security and logical reader products for a cash price of $145 million, generating capital to invest in our IoT business. We also completed a thorough search for a new leader for our IoT business, who will take over as CEO of the remaining Identiv business when the transaction closes. We believe we put Identiv on a path to realize this opportunity to create major value by investing in the growth of a key business that's increasingly central to the digital transformation of some of the world's largest industries. Now that's a big statement, but we believe it's accurate for 3 reasons: the scope of the market opportunity, our competitive advantages, and soon our access to the capital and the focus and leadership to deliver on the opportunity. We'll go into details throughout the call, but first, let me outline specifically what steps culminated in and around Q1. We undertook a strategic review of our business starting early last year. We looked at every combination of our business assets, including market opportunities and our competitive positioning with one criterion: what is the highest expected value creation opportunity available to us to deliver to our investors? We looked at divesting each part of our business, including divesting all of the business. We looked at each path for capital formation, value creation, and ROI. We went in-market to assess current values and competitive dynamics. We evaluated competitive companies, both to assess their strategic directions and the effect on our value creation opportunity…

Thanks, Steve. As Steve mentioned, in the first quarter of 2024, we were able to deliver revenue in line with our guidance range, increased company margins, and continued control over our operating expenses. We achieved these results while focusing on both our identity and premises businesses, including our cutting-edge premises products as well as our continued build-out of our operational Thailand facility. First quarter 2024 revenue was $22.5 million, a decrease of $3.5 million versus Q1 2023. $1.7 million of this decrease was from our Premises segment and was primarily related to the federal government continuing resolution that wasn't resolved until March. The remaining $1.8 million decrease in our Identity segment was related to our RFID-enabled IoT products, primarily from Wiliot, offset in part by an increase in our identity breeder products. First quarter 2024 GAAP and non-GAAP adjusted gross margins were 37% and 40%, respectively, as compared to 35% and 37%, respectively, in Q1 2023, which included increases in both our Premises and Identity segment margins. Our Q1 2024, GAAP and non-GAAP adjusted gross margins reflect our continued focus on our margin profile while continuing to increase our investments in technology and manufacturing processes and equipment. GAAP and non-GAAP adjusted operating expenses for the first quarter of 2024, which includes research and development, sales and marketing, and general and administrative costs totaled $12.6 million and $10.4 million, respectively, as compared to $11.9 million and $10.6 million in Q1 2023. First quarter 2024 GAAP operating expenses also included $1 million in strategic review-related costs. First quarter 2024 GAAP net loss attributable to common shareholders was $4.8 million or $0.21 per share compared to GAAP net loss of $3 million in Q1 2023. Non-GAAP adjusted EBITDA for Q1 2024 was negative $1.4 million compared to negative $0.9 million in the prior…

Thanks, Justin. As I mentioned in our opening comments, we believe we're on track to close our strategic transaction. Once closed, the infusion of capital will fortify our balance sheet to support the growth of our specialty IoT business into what we expect to be a key player in the healthcare industry and other high-value end markets. With Kirsten Newquist's leadership and a singularly focused team, we're very confident in our opportunity to transform major industries and the value creation that will come from establishing that business position under her leadership. Now to be clear, transforming industries takes time, particularly a regulated industry like health care, and requires a clear go-to-market strategic plan, laser-focused execution, and investment with the deliberate allocation of resources. Kirsten has been on board all of 3.5 weeks, and she's been diving deeply into our IoT business. She's bringing in resources to build out a detailed plan. But as you'll hear, she already has a vision for strategic value creation and the path to get there from our current business position. Kirsten. Welcome.

Thank you, Steve, and good afternoon, everyone. I'm very happy to be with all of you today and speak with you about the opportunity we have in front of us for the IoT business. But first, I'd like to take a moment to provide some background about myself and why I joined Identiv at this pivotal moment in the company's history. As Steve mentioned, I came to Identiv after nearly 17 years with Avery Dennison, where I started out in corporate strategy, analyzing new growth platforms, including RFID. I ultimately joined the Avery Dennison Medical division, first, as Vice President, Business Development; and ultimately as Vice President and General Manager, which I led for 6 years with a focused and disciplined approach. During my tenure, I was able to double the sales and significantly increase the EBITDA of the business. I led the launch of many new innovative products, including wound dressings and surgical films containing active ingredients and components for wearable devices such as continuous glucose monitors, all utilizing complex coding, converting, and finishing capabilities under the strict quality and regulatory standards required to produce finished medical devices. My last year at Avery Dennison was spent within the RFID division, Avery Dennison Smartrac, where I led the healthcare strategy and market development efforts and provided leadership to the product management team. I was familiar with Identiv for my involvement in the RFID industry. My decision to join the company was driven by the opportunity to lead an entrepreneurial-oriented public company with a strong portfolio of products and solutions and an exciting and growing IoT industry. Its primary focus on specialty IoT technologies, utilizing HS, NFC, dual frequency, specialty UHS, and BOE, along with its multi-component manufacturing capabilities sets it apart from competitors who primarily serve high-volume UHF-based applications. Its…

Thanks, Kirsten. As you all heard, Kirsten has a very clear vision for the business and a firm understanding of our operations. With this clear vision, after just a few weeks on the job, you can see why we're so excited to have her leading Identiv going forward. I'm personally very thankful to have found such an excellent leader to take our business forward and realize the tremendous opportunity we have. Now before opening the call for discussion, I'd like to make a couple of personal comments. If we meet the schedule we aspire to, this may be my last earnings call for Identiv. If that turns out to be the case, I'd like to thank all of you, our investors, for your support of the business. I'd also like to thank all of our people and our customers and partners for everything we've built together. I'm confident that we've created a path for both of our businesses to thrive and grow with very exciting futures. Both businesses needed capital and focus to achieve their potential, and I believe we found the best path forward to reach that goal. In the case of the physical security business, we found terrific partners with Vitaprotech and 72 who are aligned with our vision, our values and culture, and our commitment to invest and grow the business. I'm very excited to work with him after the closing and especially looking forward to continue to work with and expand our amazing Identiv physical and logical security team to build a truly world-leading security business. I'll miss being part of the IoT business and working with our great people there, but Kirsten is an exceptional business leader. With her vision, passion, and disciplined business approach and with the expected capital resources on the balance sheet to make it happen, I'm confident we'll realize our vision for Identiv IoT. So with that, I'd like to open the call for your questions. Operator, please open the question queue.

[Operator Instructions].

And also, Matthew, I'd like to add that in addition to the speakers here, Kirsten, Justin, and I, we also have Amir Khoshniyati, Dr. Manfred Mueller, and our Chairman of the Board, Jim Ousley on the line. So any questions that are appropriate for them, we have everybody here to answer. So thank you again.

Your first question is coming from Craig Ellis from B. Riley Securities.

And Steve, if it does prove to be your last call event in a public forum, I'd like to say it was a pleasure interacting with you over the duration of the coverage. I'll start with a question for you and then move on to Justin and Kirsten. So looking at revenues, we've got revenues that were inside the range of 1Q and 2Q were seasonal. When I look at the year-on-year trends down, I think in the low teens in the quarter, but in 2Q, I think we'll be down closer to higher teens. So can you just talk about the things that are happening inside of revenues, whether it be lingering cyclical impacts or some of the mix-out items that might be happening or even maybe in premises some of the shift to recurring that might be impacting revenues? And do you think here in the second quarter was a cyclical bottom or still more effects of that to come?

Yes. So taking those from the top, as you said, there is some rotation out of lower margin business. That's one. We mentioned the continuing resolution on the premises side that did have an effect as well as the shift to recurring. And then when you're a very small company like us and you take half of the executive team a little bit off the playing field, you have some attention focus shift there. But I think the main underlying -- on the premises side, the underlying trends will revert back to the norm. On the identity side, there are some of the transitions that Kirsten mentioned in her update that are poor to how the business is going forward.

Okay. Moving on to more of a financial question for Justin, Justin. Really impressive 10-quarter high gross margin in the quarter. Were there any one-time items in either of the segment numbers and on OpEx since there were deal costs that inflated 1Q, at least in the GAAP numbers, do those mix out in 2Q? And how do we think about some of the intermediate trends for OpEx beyond just what we saw in 1Q?

Sure. I'll take that one from the top as well. From a margin perspective, there was not a one-timer within either segment that boosted our margins. We did start to see -- we noted it in my commentary as well that identity readers were returning to a pretty healthy margin year-over-year, and that is expected to continue. So that is not a one-time item there. And I think that that's one of the largest drivers that we have for margin. And then on the OpEx side, you touched on strategic review costs. Those are ongoing as we continue to have proxy filings, our definitive proxy statement, hopefully, will get filed here shortly, and the amount of administration that we're doing up through the stockholder vote and getting through the approvals that we need from the government things. Those are ongoing into Q2 as well. So that was a one-timer of about $1 million that is included in our gross margin from a non-GAAP perspective. Those are not included in non-GAAP. From operating expenses going forward, I think you asked that was the last part of your question. We do have a new leader here with Kirsten and some of the outside consultants as she mentioned, that would put a slight upward pressure on OpEx going forward throughout the next couple of quarters.

Got it. And then Kirsten, just a couple of questions for you. So one, in a public forum, welcome aboard. Nice to talk to you again. You mentioned 2 things I wanted to follow up on. One is more of a near-term item and the other is a longer-term item. In the near term, the intent to mix out some of the lower-margin business by the first half of next year or into the first half of next year. Can you just talk about the size of that business presently and whether or not that impacts any medical business or if it's in other end markets and then related to the medical business? Can you just talk about what your vision is for how big that business would be in the next year or so? And what do you think it could become, if not quantitatively, qualitatively in a 3- to 5-year period?

Yes. So certainly. So I think in the very short term, as we talked about exiting some of the low-margin business, it is truly a very low-margin business. And as I said in my previous statements, it doesn't even justify the move into Thailand nor sustain it long-term. And this is not business in the medical market at all. So it's really that very, very low-margin business. And quite frankly, as I've told the team here, we're not here to practice. We're actually here to make money. And so we certainly don't want to take our resources and our budgets and move business that makes no sense for us to continue into the long term. But it does not include any of the medical business for sure. And so I think in terms of longer term, there's definitely a lot of opportunity, as I said in my earlier statement in the medical space. It is a nascent space. We definitely see a lot of the major players the major pharmaceutical companies, the major medical device companies starting to explore different opportunities. Some of them are small R&D projects. Some of them are pilots that they're really trying to gain experience so that they can work it into a bigger launch. So we certainly see a lot of interest. We see a lot of potential. And it's hard to quantify exactly where we think it can go in the next 3 to 5 years. We'll be doing some work, some deep work over the next 4 to 5 months to quantify it for Identiv and get a little bit more clarity on that. But it definitely could be a significant opportunity just because when you see the volumes that exist in the different categories that we're contemplating, they are really, really large. We definitely see the interest from the medical device and the pharmaceutical company today.

[Operator Instructions] Your next question is coming from Michael Piccolo from Imperial Capital.

Congrats again on the transaction and Kirsten joining the team. I wanted to just get a little bit more clarity on the IoT business. On the call, you guys spoke about it in the proxy, you cited a gross margin potential in excess of 35%. And then I also understand Kirsten was saying there could be shorter-term impacts from gross margin as you exit lower margin projects. We understand that 35% is a long-term target. But can you talk about how we get there? Is it going to be lumpy in project-based or more smoother increases over time?

Yes, there's going to be a combination there. As we talked about, our increasing focus on healthcare as those start to play out and move to their next cycle. They are in their infancy today as far as where we are in their product life cycle. So we feel within our NREs and our new product initiatives that we have a strong base of healthcare projects that we feel will go to the production level and get us to where we need to be. Our health care today, as I alluded to, and I noted in Q4, our health care today, although a smaller percentage of our business is in that 30% to 35% range. So we feel we'll get there with a mix shift over to health care out of our kind of commodity and lower-margin ones. The second piece of that is going to be our shift from Singapore to Thailand. We've been talking about it for quite a while. And Kirsten has noted in her analysis as well when we talked about it today, that we're going to try to accelerate that out of Singapore and into Thailand. Between the overhead and the labor, we'll see significant savings there. It's going to take time, and we'll have some short-term bumps here because we'll be running both through 2023 -- sorry, through 2024 here through the next couple of quarters. But when we are in a longer-term Thailand production facility, we should get some adequate margin points out of that as well. Previously, I think we said 5%, but our early numbers in the city could be north of 5% on a long-term basis being in Thailand only. So those 2 give us confidence that we'll hit our long-term target. As I said, short term, I think it will be a little bumpy, but in the longer term, those are a couple of the factors that are contributing to how we get up to 35%.

Got it. That's a very helpful color. And just kind of one follow-up to the IoT business in terms of both, I guess, cash deployment expectations and organic investment areas. Can you talk a little bit more about, I guess, what you guys discussed in the proxy in terms of how you plan -- I think Kirsten mentioned on the call that the M&A isn't a main priority right now. But I guess what is and can we talk about where the cash is and how it's going to be deployed?

Yes. So I think my first 2 priorities, as I said a little bit earlier, certainly, we got to do some work to ensure that we have strong business excellence and that we have the right processes, the right team, the right resources in place so that we have a really strong foundation to build for the future. So we'll be spending time developing that plan and moving that forward. Secondly, we want to make sure that we're super clear with our strategic focus. We talk about health care as being a great segment for us, but that is a very big segment with very many different use cases and different ways that we can play. We're going to be doing a lot of deep dive work, as I said, over the next 3 to 4 months, really going deep on the applications that we think we have a true competitive advantage and where we can really compete effectively and gain those margins. So we're going to get very clear with our focus. Obviously, we're looking at some nonhealthcare-related segments as well, but we want to be really, really clear with where we want to proactively go. It doesn't mean that we won't look at other applications, but we want to know where we're going to be driving the market, where we're going to be going after and looking for business, and we want to give ourselves time to do that. As part of that strategic process, obviously, we'll also be looking for opportunities to expedite the strategic plan and continue to build value beyond the lag. I know there's always been a lot of work kind of on building a data management platform, which I think is great, but we need to be very, very clear with where we want to continue to expand it and do that. And so that's part of the strategic work. And coming out of that strategic work will be a lot more clear with how we want to invest the money and where we want to invest it.

[Operator Instructions] Your next question is coming from Jaeson Schmidt from Lake Street.

Just want to follow up on sort of the commentary on the focus on higher-margin business within the Identity segment going forward. So on a go-forward basis, is it fair to assume that any new program you guys look at or take on has to clear a certain gross margin hurdle going forward for you to even look at it?

Yes. We're going to be looking at 2 things. I think a gross margin hurdle and we'll be looking at it with kind of 2 different lenses. So obviously, if it's for a product that's already developed in a mature industry that's more competitive. That will be one gross margin target. As we look at the high-value opportunities that require significant customization and that will also be investing ourselves to develop them, obviously, those margin targets will be quite a bit higher. So we really will have different criteria for different types of products. and depending on what the initial investment and effort it is to customize the product.

Got it. And then just as a follow-up. You called out specialty retail, smart packaging, and smart home devices. Obviously, you already have exposure in those today, but early scale within each of those markets, do you think you need to build out the sales infrastructure in a significant way? Or do you have everything in-house today?

Yes. No. I think definitely, and that's why, once again, my initial priority is really getting clarity on our strategic focus. So we've definitely got some really intriguing projects already in those spaces. And so as we're looking at health care and the timeline for health care and some of the applications there, we definitely think we can pursue some of those other segments proactively as well, but we really have to balance it. And obviously, to be able to go directly into those different segments. We want to build out a business development effort. Those business development efforts have to be tied specifically to the vertical itself. So we're going to have to be really careful with how many we take on because obviously, there will be an investment on the business development side of it as we want to go deep into specific segments.

Thank you. That concludes our Q&A session. I'll now hand the conference back to CEO, Steven Humphreys, for closing remarks. Please go ahead.

All right. Thanks, operator, and thank you all again for joining us. We will continue to update you all on the business progress and the KPIs as Kirsten laid out in her discussion and on our progress and timeline for closure of our transaction, of course. For details of the transaction and the business going forward, please do review our preliminary proxy that's already on file with the SEC. We expect to file our definitive proxy in the upcoming weeks. At that point, we'll announce the date for our annual meeting and stockholder vote on the transaction. In terms of investor outreach, we'll be attending the B. Riley Conference on May 22. And Craig Hallum is on track to set up a fireside chat session in early June. And we'll also share business updates following our shareholder vote, of course, and the AGM. And if you have any questions, please don't hesitate to reach out to Sofie and our Investor Relations team. So thank you all again, and have a very good evening.

Thank you, everyone. This concludes today's event. You may disconnect at this time, and have a wonderful day. Thank you for your participation.