10-K 1 inve-10k_20201231.htm 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
COMMISSION FILE NUMBER 0-29440
IDENTIV, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other jurisdiction of
Incorporation or organization)
2201 Walnut Avenue, Suite 100, Fremont, California
(Address of Principal Executive Offices)
77-0444317
(I.R.S. Employer
Identification Number)
94538
(Zip Code)
Registrant’s telephone number, including area code:
(949) 250-8888
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, $0.001 par value per share
INVE
The Nasdaq Stock Market LLC
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $0.001 par value, and associated Preferred Share Purchase Rights
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☑
Indicated by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company”
in Rule 12b-2 of the Exchange Act.
☐
☑
Smaller reporting company
Large accelerated filer
Non-accelerated filer
Accelerated filer
☐
☑
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
Based on the closing sale price of the Registrant’s Common Stock on the Nasdaq National Market System on June 30, 2020, the last business day of the
Registrant’s most recently completed second fiscal quarter, the aggregate market value of Common Stock held by non-affiliates of the Registrant was
$76,644,391.
At March 2, 2021, the Registrant had outstanding 18,154,906 shares of Common Stock, excluding 1,417,371 shares held in treasury.
DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Company’s Proxy Statement to be filed within 120 days after the Registrant’s fiscal year end of December 31, 2020 are
incorporated by reference into Part II, Item 5 and Part III of this Report.
Identiv, Inc.
Form 10-K
For the Fiscal Year Ended December 31, 2020
TABLE OF CONTENTS
Item 1 Business
Item 1A Risk Factors
Item 1B Unresolved Staff Comments
Item 2 Properties
Item 3 Legal Proceedings
Item 4 Mine Safety Disclosures
Executive Officers of the Registrant
PART I
PART II
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6 Selected Financial Data
Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A Quantitative and Qualitative Disclosures About Market Risk
Item 8 Financial Statements and Supplementary Data
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A Controls and Procedures
Item 9B Other Information
Item 10 Directors, Executive Officers and Corporate Governance
Item 11 Executive Compensation
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13 Certain Relationships and Related Transactions, and Director Independence
Item 14 Principal Accountant Fees and Services
PART III
Item 15 Exhibits and Financial Statement Schedule
Item 16 Form 10-K Summary
Signatures
PART IV
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ITEM 1.
BUSINESS
Statement Regarding Forward Looking Statements
PART I
This Annual Report on Form 10-K (“Annual Report”) contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. For example, statements, other than statements of historical facts regarding our strategy,
future operations and growth, financial position, expected financial or business results, projected costs, prospects, plans, market trends,
potential market size, product attributes and benefits, competition, objectives of management, management judgements and estimates,
and the expected impact of changes in laws or accounting pronouncements constitute forward-looking statements. In some cases, you
can identify forward-looking statements by terms such as “will,” “believe,” “could,” “should,” “would,” “may,” “anticipate,” “intend,”
“plan,” “estimate,” “expect,” “project” or the negative of these terms or other similar expressions. Although we believe that our
expectations reflected in or suggested by the forward-looking statements that we make in this Annual Report are reasonable, we cannot
guarantee future results, performance or achievements. You should not place undue reliance on these forward-looking statements. All
forward-looking statements speak only as of the date of this Annual Report. While we may elect to update forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so, even if our expectations change, whether as a result of new
information, future events or otherwise. We also caution you that such forward-looking statements are subject to risks, uncertainties and
other factors, not all of which are known to us or within our control, and that actual events or results may differ materially from those
indicated by these forward-looking statements. Factors that could cause our actual results to differ materially from our expectations
include, but are not limited to our ability to successfully execute our business plan and sell our products; continued market acceptance
and growth or expansion in our target markets; our ability to successfully compete; our history of losses; our ability to obtain additional
capital; the benefits and attributes of our products and services; the level of customer orders; the ability of our products to perform as
expected; risks related to the COVID-19 pandemic; fluctuations in net cash provided and used by operating, financing and investing
activities; sources and uses of our cash, and expense levels; the loss of significant customers or types of business; and the risks
discussed elsewhere in this Annual Report under the heading “Risk Factors”. These cautionary statements qualify all of the forward-
looking statements included in this Annual Report.
Identiv and the Identiv logo are trademarks of Identiv, Inc., registered in many jurisdictions worldwide. Certain product and
service brands are also trademarks or registered trademarks of the Company, including HIRSCH, ScramblePad, TouchSecure, Velocity,
Freedom, Enterphone MESH, 3VR, VisionPoint, Thursby Software, and Thursby SubRosa. Other product and brand names not
belonging to Identiv that appear in this Annual Report may be trademarks or registered trademarks of their respective owners.
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
Our mission is to software-enable the entire physical world.
Our RFID (radio-frequency identification) devices digitally enable and secure any physical item. Our products enable frictionless
digital interaction with the physical world, manage data flows from each physical object, creating a software-enabled experience that is
far beyond a purely physical interaction.
By digitally enabling physical 'things,' we make them more secure, responsive, feature-rich, interactive and customer-connected.
RFID powers a wide range of applications from customer engagement, product authenticity, enhanced consumer experiences,
instrumentation and sensor enabling, brand protection, tamper detection, and other IoT applications. We add frictionless customer
engagement, managing the interaction of products with mobile devices to create totally new experiences.
Our strategy is to digitally enable the world at the smallest and largest scales. As each grows and becomes pervasive their
interactions and network effects create exponentially greater value.
We execute our strategy of digitally enabling the smallest-scale things and largest-scale things by focusing in two segments: our
Identity business and our Premises business.
3
•
•
Identity: Our Identity business is focused on digitally enabling and securing every physical thing. Our designs and
products include embedded RFID solutions to make digital and physical devices more responsive, secure, feature-
rich, interactive and customer-connected. Our RFID devices have been integrated into and have digitally-enabled
over a billion and a half physical internet of things around the world.
Premises: Our Premises business is focused on digitally enabling and securing every physical place. We apply much
the same RFID and security technology from our Identity segment to our physical and logical security platforms to
create a more secure, convenient and responsive experience in physical spaces. Our platform is deployed across
buildings worldwide, ranging from sensitive government facilities to schools, utilities, hospitals, stores and the
smallest shops and apartment buildings worldwide.
Market Drivers
The emerging market of RFID is driven by pervasive use cases. For example, RFID enables syringes to track whether the exact
right amount of medication is filled into them and dispensed into the patient. Refrigerators can tell when the filter needs to be replaced,
and make sure an authentic replacement is installed and working. Running shoes can sense how many steps you’ve taken. Phone
accessories can work together intelligently with your phone to create novel experiences and applications. Governments can track the
quality and authenticity of cannabis products for compliance and especially for tax collection. Temperature-sensitive medicine can be
tracked to ensure it has stayed within its safety parameters and not spoiled. Bicycle and scooter tire pressure and frame wear can be
monitored. Luxury goods can be authenticated, personalized and responsive. Vaping pods can be verified and tamper resistant for safety
and authenticity. Blood test assays can be verified as authentic and matched with the right blood sample.
These examples demonstrate the scale of the market opportunity of hundreds of billions of units over time. We believe
competitive pressures will drive adoption across each sector as technology improves and costs drop, until nearly every physical thing
has a sensor-augmented, integrated, digital existence.
We share the vision with leading chip makers that every physical thing on the planet will have a digital existence. Tiny, low-cost
RFID chips with highly tuned and optimized antennas, systems, software and security that are embedded in everything we interact with.
This is software reaching every physical thing on the planet, and Identiv enables it.
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Competitive Advantages
We believe our core differentiation is our best-in-class designs, technologies and intellectual property to enable the digital
capabilities of RFID chips to work in the messy analog world of antennas, power harvesting, data conversion and security. They have to
go on a shoe, in a syringe, embedded in the hair of a doll, then they have to communicate through RF, and harvest power from the radio
signal of the phone or reader, to run the chip. They have to do this totally reliably, while the item is dropped, washed, stuffed in pockets
and generally exposed to the real world. We design the systems, the antennas, software, security and physical form that connects the
chips, accesses their capabilities, manages RF communications and power conversion, and creates the platform for the digital
experience, all in harmony with the physical experience of the product.
•
Imagine, Design, Prototype
We make this happen with our library of designs, with patents like tag-on-metal and with IP we’ve developed working
with advanced early adopters in their industries. We deepen our value and competitive advantage by providing both the
devices themselves in high volume as well as the readers and programmers to personalize and read the RFID devices.
Whether it’s in a pharmacy or any other place where RFID is read or programmed, our readers are among the most widely
deployed for NFC and high-frequency RFID programming and reading. This gives us both credibility with our customers'
engineers and the flexibility to add software value that providers of just RFID devices can’t.
We then work closely with our customers' engineers to build the complicated analog bridge and system to make it all
work across RF. With very high reliability, high data security and optimized power transfer, the end user gets an engaged
interaction.
• Pilot, Scale-up, Re-Imagine, Re-Design....Repeat
Then because we own our own world class production facilities, we go directly to prototypes, pilot runs, ramp up
production and deliver with high quality even for the most complicated devices. What usually happens next is the
customers' engineers want to improve the product, either from what they’ve learned or because our chip partners come out
with new chips, new features, new price points. We would then run another rapid cycle of re-design / re-prototype / re-
pilot / re-production processes.
We believe that in this market of thousands of designs and hundreds of billions of units there are substantial first-mover
advantages. Our design through production platform keeps customers with us as they drive more capabilities and better
performance into their customer experiences. We believe this will accelerate, driven by the chips Moore's Law speed
advances, and by competitive forces created when any digitally enabled product is launched, pressuring others to keep up
or lose the market opportunity.
Growth Strategy
Our strategy to deliver on our mission is focused on pervasive deployment of high-end, sensor-enabled RFID devices in every
physical thing and every physical place. We believe the category of the most sophisticated products is where we’re the strongest. With
over 150 active RFID customers, we’re engaged with some of the most advanced early adopters, built on our reputation as the go-to
partner for advanced RFID devices. We believe there are three growth drivers in RFID: customer launches, design wins and technology
expansion.
Customer Launch & Use case Examples
•
Pharmaceutical prescriptions: Our RFID devices attached to prescription pill bottles enable an app to speak the
contents, dosage, and regimen for the visually impaired. Our programmers are used by pharmacists to securely
personalize the prescription for each customer. We believe this has the potential to expand to all prescriptions.
Mobile accessories: With the power of mobile phones, we believe accessories that are unconnected are a missed
opportunity. When your phone case, wallet, glucose monitor and other accessories can talk directly to your phone,
they become part of the mobile platform. Our RFID devices embedded in mobile phone accessories enable rich,
extensible experiences on a mobile device with an RFID-enabled accessory.
• Medical consumables: It’s critical that a part like a disposable breathing tube is authentic to go with a particular
manufacturer's ventilator. Our RFID devices enable a customer's product to track authenticity and usage of breathing
tubes for ventilators. We believe every medical device consumable should be RFID enabled to make sure the right
part is used with the right machine, and to make sure it’s used only as intended, and replaced with a genuine part,
creating a high-value, quality-sensitive, recurring, consumables-based use category.
5
These are just a few examples of use cases already in-market and growing, that we believe will expand to touch physical
interaction with nearly every physical thing.
Design wins
Design wins are the key to our leadership in the market as it expands. We believe our technical lead, experience, IP and reputation
provide a pipeline of design win opportunities. Specific recent examples include:
•
•
•
Personal transportation products (bikes, scooters, e-bikes): Our patented tag-on-metal RFID devices for authenticity,
tracking and customer engagement are early-adoption uses we’re designing for companies in this category. We’re
also working on tag-on-metal designs to track tire pressure, permitting a phone-tap to the wheel to display pressure
instead of awkwardly jamming a pressure gauge on a tube stem. Strain gauge enabled RFID devices to track wear-
and-tear are in early stages. This cycle of immediate-benefit, low-risk applications, followed by second-generation
more complicated applications and then planning ahead for later-generation, experience-changing applications we
believe is the proliferation path many leading companies will follow to deploy the full range of capabilities of a
digitally-enabled RFID-connected product.
Rapid blood analyzing systems: This application goes onto consumable cartridges to calibrate the system and confirm
authenticity and content for the blood test assay. This use case is applicable to most testing and assays where
authenticity, data integrity, reliability and seamless integration with existing form factors are critical.
Existing customer design expansion: Core to our strategy is continuously improving designs, to leverage new chip
features and price/performance. With one of our major customers, we shipped three different designs in their initial
product cycle; we’ve since developed three new designs, at least two of these are moving into a new launch phase.
Technology expansion
Our ability to get more design wins and successful customer launches depends on our best-in-class engineering and production,
but upstream of that it’s built on new technologies we’re constantly incorporating and designing as new capabilities for our customers.
•
•
•
Passive temperature sensors and patches: These let you track the temperature of people or things, without having a
battery attached, flexibly attached on skin or integrated with other products, wherever temperature is critical to
track. Perpetually-functioning (no battery), usable almost anywhere (small, custom-designable, flexible) at a fraction
of the cost of powered cold-chain trackers opens multiple use cases that were impractical or price-prohibitive.
Integrated strain gauges: Designs with integrated strain gauges to track the bending and strain of objects, whether
they’re made of metal, plastic or even concrete. Early use cases range from tracking bending and long-term wear in
bridges, using hundreds of embedded sensors, to tracking the pounding and wear on mountain bike frames and other
load-bearing consumer products.
Capacitive fluid sensors: This senses fluid fill even through glass or other materials, so you can track medicine fills
in syringes, serum bottles, and anything else. For certainty of fluid fill and dispensing, medical and high value/high-
sensitivity fluid measurement use cases are easily enabled at scale. Combined with a one-time counter, counterfeit re-
fills can be precluded by the same device.
• Multi-frequency devices: Combination RFID devices integrating both UHF and HF in a single device bring UHF's
long read-range to the rich feature set – but limited read-range - of NFC and other HF RFID devices.
•
New RFID chips: We continuously collaborate with RFID chip vendors as well as specialty chips makers. We
develop integrated designs to deliver the price and features of the newest chips for easy adoption into new products.
6
Premises Strategy
Just as our RFID products software enable things on the planet, our Premises platform software enables places on the planet. Our
platform is anchored by our Velocity and Freedom software, our line of controllers and IoT gateways including Mx, our Freedom
SmartBridge, our TouchSecure access sensors, our Velocity Vision video platform and a wide range of integrations.
Also identical to our RFID strategy, we believe our Premises competitive advantage is our technical depth and total solution. In
Premises our platform encompasses the total digitization of physical places, incorporating our own access sensors, gateways, bridges,
appliances, cards, access and video software, integrations and analytics.
•
•
Premises Software: Our software platform for premises digitization enables centralized management of a physical
place, including control of doors, cameras, gates, elevators and other building equipment, monitoring users as they
move around a facility, preventing unwanted access, maintaining compliance and providing a continuous audit trail.
Our platforms are IT-centric and highly scalable from small businesses through global organizations, multi-tenant,
special-purpose campuses such as schools, military bases, utilities and others. Our platforms are available as local
software or cloud based, accessible through browser, mobile and desktop interfaces. We leverage data infrastructures
across LAN's, Wifi, Bluetooth, mobile, RFID and emerging communication standards such as 5G and UWB. As
communications infrastructure becomes fully wireless, low-power and high-security, our software is architected to
support seamless migration to fully software-defined systems, compatible with pervasive RFID devices to enable a
frictionless, convenient and secure experience in almost any physical location.
Access Readers & Sensors: As most of the physical infrastructure becomes wireless, virtual and software-defined,
the remaining device will be the sensors at the door. As platforms for local presence confirmation, video and audio
interaction, and to signal a door to open, our family of TouchSecure (TS) sensors will continue to play a key physical
role in providing security and convenience at the door.
Sales & Marketing Strategy
Our go-to-market strategy is consistent across our business. We believe our competitive advantage is our technical expertise,
technology and know-how which covers both the user side and the programmer/reader/infrastructure side. With this depth of
technology across the overall system we develop and prove our best-in-class use cases with our customers.
•
•
•
•
Use-case Proliferation: We apply our digital marketing platforms, sales teams and channel partners to proliferate each
use case as best-in-class. We target the product engineers or other decision makers to build awareness of a proven
solution. We drive our marketing message in terms that engineers value because we’ve established the benefits from
comparable use cases. As each company adopts RFID and delivers superior product experiences, we believe that
drives faster adoption by others, until a use-case becomes pervasive.
Trusted advisor: Reducing adoption cost and risk: We have built a reputation as the trusted advisor to our customers
by sharing benefits and pitfalls, risks and tradeoffs, as well as ways to mitigate them. We also communicate the risk
of inaction, as others come to market with new capabilities. By highlighting risks of inaction, making customers
aware of upcoming competitive threats and sharing insights into how they can confidently build competitive
capabilities themselves, we believe we become their trusted advisor early in their learning and decision cycle. Then,
because we help with the designs, provide devices as well as reader/programmers, and complete solutions or best-of-
breed components, we become a long-term partner, reducing their risks and efforts and improving their competitive
advantages.
Customer Confidentiality and Trust: Throughout this process confidentiality is paramount. A capability developed
uniquely with and for a customer is not shared with another. That is fundamental to our culture and to our business
practices.
Industry Leader and Facilitator: As we develop general use-case capabilities and insights, we share and leverage
those cross-industry, adding value and building our competitive advantage. Specific differentiation established with a
customer is protected. With this key guideline, we optimize our value across each use case, to each individual
customer, and to the industry overall.
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Research and Development
In RFID, we’re a leader in a wide range of chip use cases, antenna designs across HF, UHF and LF as well as sensors, materials
and form factors. We encompass both sides of the underlying technology platforms, the devices themselves as well as the programmers,
testers, configurators and readers. This provides credibility with customers, demonstrating an understanding of all components of the
devices in some cases even more deeply than the makers of the devices themselves, because our devices are programming, configuring,
testing and validating them at the time of production, as well as in use among customers. Similarly with our physical security IoT
platforms, we encompass the total solution. Our technology and products span a far greater range of the platform solution than most of
our competitors, encompassing readers, controllers, cards and software across local, cloud, mobile, and hybrid modes.
Our R&D investment is highly leveraged because we optimally access expertise wherever we believe it is most advanced and
most efficient. We maintain RFID R&D in Germany, in the region where the initial NFC and smart card technologies developed, and in
Singapore/Southeast Asia, where the most advanced and flexible RFID production is centered. We also deploy software and systems
teams in Chennai India, Vietnam, Mexico and across the U.S.
Proprietary Technology and Intellectual Property
We currently rely on a combination of patent, copyright and trademark laws, trade secrets, confidentiality agreements and
contractual provisions to protect our proprietary rights. Although we may seek to protect our proprietary technology through patents, it
is possible that no new patents will be issued, that our proprietary products or technologies are not patentable, and that any issued
patent will fail to provide us with any competitive advantages. The core of our proprietary technology is the combination of our
advanced technical expertise combined with our intimate customer knowledge, enabling us to develop bring to market and sometimes
patent products uniquely positioned to deliver benefits to customers. This is an intellectual property advantage characterized both by
trade secrets and unique relationships as well as patents. We have a portfolio of approximately 36 patent families (designs, patents,
utility models, patents pending and exclusive licenses) in individual or regional filings, covering products, electrical and mechanical
designs, software systems and methods and manufacturing process ideas for our various businesses. Our issued patents expire between
2022 and 2034. We also submitted and have pending U.S. and foreign patent filings in RFID devices, converged access readers and
systems, smart card manufacturing methods, authentication and NFC offerings. Additionally, we leverage our own ASIC designs for
smart card interface in some of our reader devices.
Manufacturing and Sources of Supply
We utilize a combination of our own manufacturing facilities and the services of contract manufacturers in various countries
around the world to manufacture our products and components. Our RFID devices are predominantly manufactured and assembled by
our own internal manufacturing teams in Singapore primarily using locally sourced components and are certified to the ISO 9001:2015
and ISO 14001:2015 quality manufacturing standard. Our premises sensors readers, controllers and software are manufactured
primarily in California. Our video appliances are manufactured primarily in Wisconsin and Arizona. The majority of our smart card
reader products and components are manufactured in Singapore, Cambodia and South Korea. We have implemented formal quality
control programs to satisfy customer requirements for high quality and reliable products. To ensure that products manufactured by third
parties are consistent with internal standards, our quality control programs include management of all key aspects of the production
process, including establishing product specifications, selecting the components to be used to produce products, selecting the suppliers
of these components and negotiating the prices for certain of these components. In addition, we may work with suppliers to improve
process control and product design.
For the majority of our product manufacturing, we utilize a global sourcing strategy that serves all business solution areas within
the company, which allows us to achieve economies of scale and uniform quality standards for our products. On an ongoing basis, we
analyze the need to add alternative sources for both our products and components. For example, we currently utilize the foundry
services of external suppliers to produce our ASICs for smart cards readers and RFID devices, and we use chips and antenna
components from third-party suppliers. Wherever possible, we have qualified additional sources of supply for components.
Government Regulation
Our business is subject to government regulation as discussed in Risk Factors.
8
Employees
As of December 31, 2020, we had 326 employees, of which 74 were in research and development, 84 were in sales and
marketing, 142 were in manufacturing and 26 were in general and administrative. We are not subject to any collective bargaining
agreements and, to our knowledge, none of our employees are currently represented by a labor union. To date, we have experienced no
work stoppages and believe that our employee relations are generally good.
Corporate Information
Our corporate headquarters are located in Fremont, California. We maintain research and development facilities in California and
Texas; Chennai, India; Munich, Germany; and local operations and sales facilities in Germany, the United Kingdom, Hong Kong,
Singapore, Vancouver, Canada; India and the United States. We were founded in 1990 in Munich, Germany and incorporated in 1996
under the laws of the State of Delaware.
Availability of SEC Filings
We make available through our website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports
on Form 8-K and amendments to those reports free of charge as soon as reasonably practicable after we electronically file such reports
with the Securities and Exchange Commission (“SEC”). Our Internet address is www.identiv.com. The content on our website is not,
nor should it be deemed to be, incorporated by reference into this Annual Report. Our filings with the SEC are also available to the
public through the SEC’s website at www.sec.gov.
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Item 1A.
Risk Factors
Risks Related to Our Customers, Products and Markets, and Our Business
Our financial performance depends on the extent and pace of RFID market adoption and end-user adoption of our RFID
products and the timing of new customer deployments.
Our financial performance depends on the pace, scope and depth of end-user adoption of our RFID products in multiple
industries. That pace, scope and depth has accelerated during 2020 which has caused large fluctuations in our operating results. If RFID
market adoption, and adoption of our products specifically, does not meet our expectations then our growth prospects and operating
results will be adversely affected. If we are unable to meet end-user or customer volume or performance expectations, then our business
prospects may be adversely affected. In addition, given the uncertainties of the specific timing of our new customer deployments, we
cannot be assured that we will have appropriate inventory and capacity levels or that we will not experience inventory shortfalls or
overages in the future. We seek to mitigate those risks by being deeply embedded in our customers design cycle, working with our chip
partners on long lead time components, managing our limited capital equipment needs within a short cycle and expanding our facilities
to accommodate several scenarios for growth potential. If end users with sizable projects change or delay them, we may experience
significant fluctuation in revenue on a quarterly or annual basis, and we anticipate that such uncertainty and fluctuations may continue
to characterize our business for the foreseeable future.
The impact of the COVID-19 pandemic, or similar global health concerns, could negatively impact our operations, supply
chain and customer base.
The COVID-19 pandemic has severely restricted the level of economic activity around the world, which has and may continue to
impact timing of demand for our products and services. Our operations and supply chains for certain of our products or services may be
negatively impacted by the regional or global outbreak of illnesses, including COVID-19. Any quarantines, labor shortages or other
disruptions to our operations, or those of our suppliers or customers, have and may continue to adversely impact our sales and operating
results, including additional expenses and strain on the business as well as our supply chain. In addition, the COVID-19 pandemic has
resulted in a widespread health crisis that has and may continue to adversely affect some of the market verticals that we participate in as
well as the general economies and financial markets of many countries, including those in which we operate, and negatively impacted
supply and demand for our products and services, and has and may continue to result in delayed sales and extended payment cycles for
our products and services. We are unable to accurately fully predict the effect of the ongoing pandemic on our business, which could be
material to our 2021 results, and which could be affected by other factors we are not currently able to predict, including the success of
actions taken to contain or treat COVID-19, and reactions by consumers, companies, governmental entities and capital markets.
Our business could be adversely affected by reductions or delays in the purchase of our products or services for government
security programs in the United States and globally.
We derive a substantial portion of our revenues from indirect sales to U.S. federal, state and local governments and government
agencies, as well as from subcontracts under federal government prime contracts. Large government programs are an important market for
our business, as high-security systems employing physical access, smart card, RFID or other access control technologies are increasingly
used to enable applications ranging from authorizing building and network access for federal employees to paying taxes online, to citizen
identification, to receiving health care. We believe that the success and growth of our business will continue to be influenced by our
successful procurement of government business either directly or through our indirect sales channels. Accordingly, changes in government
purchasing policies or government budgetary constraints, including government shutdowns, could directly affect our financial
performance. Sales to government agencies and customers primarily serving the U.S. Government, including further sales pursuant to
existing contracts, may be adversely affected by factors outside our control, such as, federal government shutdowns or other Congressional
actions to reduce federal spending, and by adverse economic, political or market conditions. A reduction in current or future anticipated
sales to the U.S. Government sector could harm our results of operations.
Additionally, we anticipate that an increasingly significant portion of our future revenues will come from government programs
outside the U.S., such as electronic national identity, eGovernment and eHealth programs. We currently supply smart card readers,
RFID products and credential provisioning and management solutions for various government programs in Europe, Asia and Australia
and are actively targeting additional programs in these and other geographic areas. However, the allocation and availability of funding
for such programs are often impacted by economic or political factors over which we have no control, and which may cause delays in
program implementation, which could negatively impact our sales and results of operations.
Our U.S. Government business depends upon the continuance of regulations that require federal agencies to implement
security systems such as ours, and upon our ability to receive certain government approvals or certifications and demonstrate
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compliance in government audits or investigations. A failure to receive these government approvals or certifications or a negative
audit result could result in a material adverse impact on our business, financial condition and results of operations.
While we are not able to quantify the amount of sales made to end customers in the U.S. Government market due to the indirect
nature of our selling process, we believe that orders from U.S. Government agencies represent a significant portion of our revenues.
The U.S. Government, suppliers to the U.S. Government and certain industries in the public sector currently fall, or may in the future
fall, under particular regulations that require federal agencies to implement security systems that utilize physical and logical access
control products and solutions such as ours. These regulations include, but are not limited to HSPD 12 and FIPS 201 produced by the
National Institute of Standards and Technology (“NIST”). Discontinuance of, changes in, or lack of adoption of laws or regulations
pertaining to security related to sales to end customers in the U.S. Government market could adversely affect our sales.
Our U.S. Government business is also dependent upon the receipt of certain governmental approvals or certifications and failure
to receive such approvals or certifications could have a material adverse effect on our sales in those market segments for which such
approvals or certifications are customary or required. Government agencies in the U.S. and other countries may audit our business as
part of their routine audits and investigations of government procurement programs. Based on the outcome of any such audit, if any of
our costs are found to be improperly allocated to a specific order, those costs may not be reimbursed, and any costs already reimbursed
for such order may have to be refunded. If a government agency audit uncovers improper or illegal activities, we may be subject to civil
and criminal penalties and administrative sanctions. A negative audit could materially affect our competitive position and result in a
material adverse impact on our business, financial condition and results of operations.
Our revenues may decline if we cannot compete successfully in an intensely competitive market.
We target our products at the rapidly evolving market for security technologies. Many of our current and potential competitors
have significantly greater financial, technical, marketing, purchasing and other resources than we do. As a result, our competitors may
be able to respond more quickly to new or emerging technologies or standards and to changes in customer requirements. Our
competitors may also be able to devote greater resources to the development, promotion and sale of products or solutions and may be
able to deliver competitive products or solutions at a lower end user price.
We also experience indirect competition from certain of our customers who currently offer alternative products or solutions or are
expected to introduce competitive offerings in the future. For example, in our Premises business, many of our dealer channel partners
act as system integrators, providing installation and service, and therefore carry competitive lines of products and systems. This is a
common practice within the industry as the integrators need access to multiple lines in order to support all potential service and user
requirements. Depending on the technical competence of their sales forces, the comfort level of their technical staff with our systems
and price pressures from customers, these integrators may choose to offer a competitor’s product. There is also business pressure to
provide some level of sales to all vendors to maintain access to a range of products and systems.
We believe that the principal competitive factors affecting the markets for our products and solutions include:
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the extent to which products and systems must support evolving industry standards and provide interoperability;
the extent to which products are differentiated based on technical features, quality and reliability, ease of use, strength of
distribution channels and price;
the ability to quickly develop new products and solutions to satisfy new market and customer requirements; and
the total cost of ownership including installation, maintenance and expansion capability of systems.
Increased competition and increased market volatility in our industry could result in lower prices, reduced margins or the failure
of our product and service offerings to achieve or maintain market acceptance, any of which could have a serious adverse impact on our
business, financial condition and results of operations.
Our percentage of revenue and customer concentration is significant in certain of our businesses.
Sales to our ten largest customers accounted for 33% of total net revenue in 2020 and 24% of total net revenue in 2019. No
customer accounted for 10% or more of our total net revenue in 2020 or 2019. A significant amount of revenue is sourced from sales of
products and systems to our original equipment manufacturer partners and an indirect sales network who sell to various entities within
the U.S. federal government sector. We cannot guarantee that future reductions in U.S. Government budgets will not impact our sales to
these government entities or that the terms of existing contracts will not be subject to renegotiation. Our loss of one or more significant
customers could have a significant adverse impact on our business, financial condition and results of operations.
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Our business will not be successful if we do not keep up with the rapid changes in our industry.
The market for security products and related services is characterized by rapid technological developments, frequent new product
introductions and evolving industry standards. To be competitive, we have to continually improve the performance, features and
reliability of our products and services, particularly in response to competitive offerings, and quickly demonstrate the value of new
products and services or enhancements to existing products and services. Our failure to develop and introduce new products and
services successfully on a timely basis and to achieve market acceptance for such products and services could have a significant
adverse impact on our business, financial condition and results of operations.
Security breaches, whether or not related to our products, could result in the disclosure of sensitive government information
or private personal information that could result in the loss of clients and negative publicity.
Many of the systems we sell manage private personal information or protect sensitive information related to our customers in the
government or commercial markets. A well-publicized actual or perceived breach of network or computer security in one of these
systems, regardless of whether such a breach is attributable to our products, could adversely affect the market’s perception of us and our
products, and could result in the loss of customers, have an adverse effect on our reputation and reduce demand for our products.
As part of our technical support services, we agree, from time to time, to possess all or a portion of the security system database
of our customers. This service is subject to a number of risks. For example, despite our security measures our systems may be
vulnerable to cyber-attacks by hackers, physical break-ins and service disruptions that could lead to interruptions, delays or loss of data.
If any such compromise of our security were to occur, it could be very expensive to correct, could damage our reputation and result in
the loss of customers, and could discourage potential customers from using our services. We could also be liable for damages and
penalties. Although we have not experienced a cyber or physical security breach, we may experience breaches in the future. Our
systems also may be affected by outages, delays and other difficulties. Our insurance coverage may be insufficient to cover losses and
liabilities that may result from such events.
Our business and reputation may adversely affected by information technology system failures or network disruptions.
We may be subject to information technology system failures and network disruptions. These may be caused by natural disasters,
accidents, power disruptions, telecommunications failures, acts of terrorism or war, computer viruses, physical or electronic break-ins,
or other events or disruptions. System redundancy may be ineffective or inadequate, and our disaster recovery planning may not be
sufficient for all eventualities. Such failures or disruptions could compromise company or customer data and result in delayed or
cancelled orders and expose us to liability. System failures and disruptions could also impede the manufacturing and shipping of
products, delivery of online services, processing of transactions and reporting of financial results. In addition, any such failures or
disruptions could harm our reputation.
Sales of our products could decline and we could be subject to legal claims for damages if our products are found to have
defects.
Despite our testing efforts, our products may contain defects that are not detected until after the products have been shipped. The
discovery of defects or potential defects may result in damage to our reputation, delays in market acceptance of our products and
additional expenditures to resolve issues related to the products’ implementation. If we are unable to provide a solution to actual or
potential product defects that is acceptable to our customers, we may be required to incur substantial costs for product recall, repair and
replacement, or costs related to legal or warranty claims made against us.
The global nature of our business exposes us to operational and financial risks and our results of operations could be
adversely affected if we are unable to manage them effectively.
We market and sell our products and solutions to customers in many countries around the world. To support our global sales,
customer base and product development activities, we maintain offices and/or business operations in several locations around the
world, including Germany, Hong Kong, India, Japan, Singapore, Canada, and the U.S. We also maintain manufacturing facilities in
Singapore and California and engage contract manufacturers in multiple countries outside the U.S. Managing our global development,
sales, administrative and manufacturing operations places a significant burden on our management resources and our financial
processes and exposes us to various risks, including:
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longer accounts receivable collection cycles;
changes in foreign currency exchange rates;
compliance with and changes in foreign laws and regulatory requirements;
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changes in political or economic conditions and stability, particularly in emerging markets;
difficulties managing widespread sales and manufacturing operations;
export controls;
less effective protection of our intellectual property; and
potentially adverse tax consequences.
Any failure to effectively mitigate these risks and effectively manage our global operations could have a material adverse effect
on our business, financial condition or operating results.
If current or future export laws limit or otherwise restrict our business, we could be prohibited from shipping our products to
certain countries, which could cause our business, financial condition and results of operations to suffer.
Some of our products are subject to export controls or other laws restricting the sale of our products under the laws of the U.S.,
the European Union (“EU”) and other governments. The export regimes and the governing policies applicable to our business are
subject to change. We cannot be certain that such export authorizations will be available to us or for our products in the future. In some
cases, we rely upon the compliance activities of our prime contractors, and we cannot be certain they have taken or will take all
measures necessary to comply with applicable export laws. If we or our prime contractor partners cannot obtain required government
approvals under applicable regulations, we may not be able to sell our products in certain international jurisdictions.
A significant portion of our revenue is through an indirect sales channel, and the loss of dealers, systems integrators,
resellers, or other channel partners could result in decreased revenue.
We currently use an indirect sales channel that includes dealers, systems integrators, value added resellers and resellers to sell a
significant portion of our products and solutions, primarily into markets or to customers where the channel partner may have closer
customer relationships or greater access than we do. Some of these channel partners also sell our competitors’ products, and if they
favor our competitors’ products for any reason, they may fail to market our products as effectively or to devote necessary resources that
result in sales of our products, which would cause our sales to suffer. Indirect selling arrangements are intended to benefit both us and
the channel partner, and may be long- or short-term relationships, depending on market conditions, competition in the marketplace and
other factors. If we are unable to maintain effective indirect sales channels, there could be a reduction in the amount of product we are
able to sell, and our revenues could decrease.
We depend upon third-party manufacturers and a limited number of suppliers, and if we experience disruptions in our supply
chain or manufacturing, our business may suffer.
We rely upon a limited number of suppliers for some key components of our products which exposes us to various risks,
including whether or not our suppliers will provide adequate quantities with sufficient quality on a timely basis and the risk that
supplier pricing may be higher than anticipated. In addition, some of the basic components used in some of our products, such as
semiconductors, may at any time be in great demand. This could result in components not being available to us in a timely manner or at
all, particularly if larger companies have ordered significant volumes of those components, or in higher prices being charged for
components we require. Disruption or termination of the supply of components or software used in our products could delay shipments
of our products, which could have a material adverse effect on our business and operating results and could also damage relationships
with current and prospective customers.
Many of our products are manufactured outside the U.S. by contract manufacturers. Our reliance on these manufactures poses a
number of risks, including lack of control over the manufacturing process and ultimately over the quality and timing of delivery of our
products. If any of our contract manufacturers cannot meet our production requirements, we may be required to rely on other contract
manufacturing sources or identify and qualify new contract manufacturers, and we may not be able to do this in a timely manner or on
reasonable terms. Additionally, we may be subject to currency fluctuations, potentially adverse tax consequences, unexpected changes
in regulatory requirements, tariffs and other trade barriers, export controls, or political and economic instability. Any significant delay
in our ability to obtain adequate supplies of our products from our current or alternative manufacturers could materially and adversely
affect our business and operating results. In addition, if we are not successful at managing the contract manufacturing process, the
quality of our products could be jeopardized or inventory levels could be inadequate or excessive, which could result in damage to our
reputation with our customers and in the marketplace, as well as possible shortages of products or write-offs of excess inventory.
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Our success depends largely on the continued service and availability of key personnel.
Our future success depends on our ability to continue to attract, retain, and motivate our senior management as well as qualified
technical personnel, particularly software engineers. Competition for these employees is intense and many of our competitors may have
greater name recognition and significantly greater financial resources to better compete for these employees. If we are unable to retain
our existing personnel, or attract and train additional qualified personnel, our growth may be limited. Our key employees are employed
on an “at will” basis, meaning either we or the employee may terminate their employment with us at any time. The loss of key
employees could slow our product development processes and sales efforts or harm our reputation. Also, if our stock price declines, it
may result in difficulty attracting and retaining personnel as equity incentives generally comprise a significant portion of our employee
compensation. Further, restructurings and reductions in force that we have recently experienced may have a negative effect on
employee morale and the ability to attract and retain qualified personnel.
Risks Related to Our Financial Results, Liquidity and Need for Additional Capital
Our revenue and operating results are subject to significant fluctuations and such fluctuations may lead to a reduced market
price for our stock.
Our revenue and operating results have varied in the past and will likely continue to fluctuate in the future. We believe that
period-to-period comparisons of our operating results are not necessarily meaningful, but securities analysts and investors often rely
upon these comparisons as indicators of future performance. If our operating results in any future period fall below the expectations of
securities analysts and investors, or the guidance that we provide, the market price of our stock would likely decline.
Factors that have caused our results to fluctuate in the past and which are likely to affect us in the future include the following:
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business and economic conditions overall and in our markets;
the timing and size of customer orders, including orders that may be tied to annual or other budgetary cycles, seasonal
demand, product plans or program roll-out schedules;
the effects of U.S. Government shut downs, spending cuts and other changes in budget allocation or availability that create
uncertainty for customers in certain parts of our business;
the absence of significant backlog in our business;
cancellations or delays of customer orders or the loss of a significant customer;
the length of sales cycles associated with our product or service offerings;
variations in the mix of products and services we sell;
reductions in the average selling prices that we are able to charge due to competition, new product introductions or other
factors;
our ability to obtain an adequate supply of quality components and to deliver our products on a timely basis;
our inventory levels and the inventory levels of our customers and indirect sales channels;
the extent to which we invest in development, sales and marketing, and other expense categories;
acquisitions, dispositions or organizational restructuring;
fluctuations in the value of foreign currencies against the U.S. dollar;
the cost or impact of litigation; and
the write-off of investments.
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Estimating the amount and mix of future revenues is difficult, and our failure to do so accurately could affect our ability to be
profitable or reduce the market price for our stock.
Accurately estimating future revenues is difficult because the purchasing patterns of our customers can vary depending upon a
number of factors. We sell our smart card readers primarily through a channel of distributors who place orders on an ongoing basis
depending on their customers’ requirements. As a result, the size and timing of these orders can vary from quarter to quarter. Market
demand for RFID and NFC technology is resulting in larger program deployments of these products and components, as well as
increasing competition for these solutions. Across our business, the timing of closing larger orders increases the risk of quarter-to-
quarter fluctuation in revenues. If orders forecasted for a specific group of customers for a particular quarter are not realized or
revenues are not otherwise recognized in that quarter, our operating results for that quarter could be materially adversely affected. In
addition, from time to time, we may experience an unexpected increase or decrease in demand for our products resulting from
fluctuations in our customers’ budgets, purchasing patterns or deployment schedules. These occurrences are not always predictable and
can have a significant impact on our results in the period in which they occur. Failure to accurately forecast customer demand may
result in excess or obsolete inventory, which if written down might adversely impact our cost of revenues and financial condition.
In addition, our expense levels are based, in significant part, upon our expectations as to future revenues and are largely fixed in
the short term. We may be unable to adjust spending in a timely manner to compensate for any unexpected shortfall in revenues. Any
significant shortfall in revenues in relation to our expectations could have an immediate and significant effect on our operating results
for that quarter and may lead to a reduced market price for our stock.
Our loan agreement may affect our liquidity or limit our ability to incur debt, make investments, sell assets, merge or complete
other significant transactions.
Our amended and restated Loan and Security Agreement with East West Bank (the “Loan and Security Agreement”) provides for
a $20.0 million revolving loan facility subject to a borrowing base and a $4.0 million non-formula revolving loan facility that is not
subject to a borrowing base. Our obligations under the Loan and Security Agreement are collateralized by substantially all of our assets.
The maturity date of the main revolving loan facility is February 8, 2023. The non-formula revolving loan facility will terminate on
February 7, 2022, however we may, at our option if certain conditions are met, convert prior to their maturity any loans under the non-
formula revolving loan facility to a term loan that will fully amortize and mature on February 1, 2025. Advances under the revolving
loan facilities and the term loan (if converted) will initially bear interest at a per annum rate equal to the prime rate as determined under
the Loan and Security Agreement plus 0.25%.We may voluntarily prepay amounts outstanding under the revolving loan facilities and
the term loan without prepayment charges. In the event the Loan and Security Agreement is terminated prior to February 8, 2023, we
would be required to pay an early termination fee in the amount of 2.0% of the main revolving loan line if terminated prior to February
8, 2022 and 1% of the main revolving loan line thereafter. Additional borrowing requests under the revolving loan facilities are subject
to various customary conditions precedent, including a borrowing base for the main revolving loan facility. The Loan and Security
Agreement contains customary representations and warranties and customary affirmative and negative covenants, including, limits or
restrictions on our ability to incur liens, incur indebtedness, make certain restricted payments (including dividends), merge or
consolidate and dispose of assets. In addition, the Loan and Security Agreement contains financial covenants.
The Loan and Security Agreement also contains customary events of default that entitle the lender to cause any or all of our
indebtedness under it to become immediately due and payable. The 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, the lender may terminate its lending commitment 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 Loan and Security Agreement to be immediately due and payable.
If repayment of the indebtedness is accelerated, we could face a substantial liquidity problem and may be forced to dispose of material
assets or operations, seek to obtain equity capital, or restructure or refinance our indebtedness. Such alternative measures may not be
available or successful. Also, our loan covenants may limit our ability to dispose of material assets or operations or to restructure or
refinance our indebtedness. Even if we are able to restructure or refinance our indebtedness, the economic terms may not be favorable
to us. Any of the foregoing could have a material adverse effect on our financial condition and results of operations. Our ability to make
periodic interest payments and to repay our debt when due depends on our financial and operating performance, which in turn, is
subject to prevailing economic and competitive conditions and other factors. If our cash flow and capital resources are insufficient to
fund our debt service obligations, we could face substantial liquidity problems and may be forced to dispose of material assets or
operations, seek to obtain equity capital, or restructure or refinance our indebtedness. Such alternative measures may not be successful
and may not permit us to meet our scheduled debt service obligations.
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If we are not able to secure additional capital when needed, our business could be adversely affected.
We may seek or need to raise additional funds for general corporate and commercial purposes or for acquisitions. Our ability to
obtain financing depends on our historical and expected future operating and financial performance, and is also subject to prevailing
economic conditions and to financial, business and other factors beyond our control. If we are unable to secure additional financing
when desired, our ability to fund our business operations, make capital expenditures, pursue additional expansion or acquisition
opportunities, or have resources available to capitalize on other opportunities could be limited, and this could adversely impact our
financial results. There can be no assurance that additional capital will be available to us on favorable terms or at all. The sale of
additional debt or equity securities may cause dilution to existing stockholders. Any debt or equity securities issued may also provide
for rights, preferences or privileges senior to those of our common stock and could impose significant restrictions on our operations.
Fluctuations in foreign exchange rates between the U.S. dollar and other major currencies in which we do business may
adversely affect our business, financial condition and results of operations.
A significant portion of our business is conducted in foreign currencies, principally the euro and Indian Rupee. Fluctuations in
the value of foreign currencies relative to the U.S. dollar will result in currency exchange gains and losses in our reported results. If a
significant portion of operating expenses are incurred in a foreign currency such as the euro or Indian Rupee, and revenues are
generated in U.S. dollars, exchange rate fluctuations might have a positive or negative net financial impact on these transactions,
depending on whether the value of the U.S. dollar decreases or increases compared to that currency. In addition, the valuation of current
assets and liabilities that are denominated in a currency other than the functional currency can result in currency exchange gains and
losses. For example, when one of our subsidiaries uses the euro as the functional currency, and this subsidiary has a receivable in
U.S. dollars, a devaluation of the U.S. dollar against the euro of 10% would result in a foreign exchange loss to the reporting entity of
10% of the value of the underlying U.S. dollar receivable. We cannot predict the effect of exchange rate fluctuations upon future
operating results. The effect of currency exchange rate changes may increase or decrease our costs and/or revenues in any given period,
and we may experience currency losses in the future. To date, we have not adopted a hedging program to protect against the risks
associated with foreign currency fluctuations.
Risks Related to Acquisitions
Acquisitions and strategic investments require substantial resources, expose us to significant risks and may adversely impact
our business.
As part of our growth strategy, we seek to acquire or make investments in companies, products or technologies that we believe
complement or augment our existing business, product offerings or technology portfolio. For example, in January 2019, we completed
the purchase of substantially all the assets of the Freedom, Liberty, and Enterphone™ MESH products and services of Viscount
Systems, Inc., or VSI, and the assumption of certain liabilities for $2.9 million in cash and common stock. Additionally, in the event
that revenue from the assets purchased under the agreement in 2019 was greater than certain specified revenue targets, we would have
been obligated to issue earnout consideration of up to a maximum of $3.5 million payable in shares of our common stock. At the date
of acquisition, we assessed the probability of the issuance of shares related to the earnout consideration and determined its fair value to
be $200,000. In the third and fourth quarter of 2019, we reassessed the probability and increased the fair value of the earnout
consideration liability by $550,000 to $750,000. In the second quarter of 2020, we issued earnout consideration consisting of 157,233
shares of our common stock with a fair value of approximately $489,000. These adjustments to the earnout consideration were included
in operating expenses in our consolidated statements of comprehensive loss in the years ended December 31, 2020 and 2019. In the
event that such revenue targets were not met in 2019, but 2020 revenue from the assets purchased exceeded certain higher targets for
2020, then we would have been obligated to issue up to a maximum of $2.25 million in earnout consideration payable in shares of our
common stock. However, earnout targets were not achieved in 2020.
Acquiring and integrating acquired businesses and assets into our business exposes us to certain risks. Executing acquisition or
investment transactions and assimilating personnel and operations from an acquired business may require significant attention and
resources, which may divert the attention of our management and employees from day-to-day operations and disrupt our business. This
may adversely impact our results of operations. In addition, there can be no assurances that the expected benefits of any acquisitions
will be achieved.
The costs associated with an acquisition may be significant, whether or not the acquisition transaction is successfully concluded.
As a result, acquisition activities may reduce the amount of capital available to fund our business. To purchase another company or
assets, we may be required to issue additional equity securities, which would result in additional dilution to our stockholders.
Acquisitions may result in the assumption of additional liabilities or debt, including unanticipated liabilities, or charges to earnings for
such items as amortization of purchased intangibles or in-process research and development expenses. Such liabilities, indebtedness or
charges could have a material and adverse impact on our financial condition and results of operations. Acquisitions and strategic
investments may also lead to substantial increases in noncurrent assets, including goodwill. Write-downs of these assets may materially
and adversely impact our financial condition and results of operations.
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Additionally, we have in the past acquired companies that we have subsequently divested, in some cases for less than we paid to
acquire the companies. Such divestitures involve risks, such as difficulty separating out portions of or entire businesses, distracting our
management and employees, potential loss of revenue and potentially disrupting customer relationships. We have and may again in the
future incur significant costs associated with exit or disposal activities, related impairment charges, or both, if we exit or divest a
business or product line. If we are not able to successfully integrate or divest products, technologies, or personnel from businesses that
we acquire or divest, or if we are not able to realize the expected benefits of our acquisitions, divestitures, or strategic investments, our
business and financial results could be adversely affected.
Impairment in the value of our goodwill or other intangible assets could have a material adverse effect on our operating
results and financial condition.
We record goodwill and intangible assets at their fair values upon the acquisition of a business. Goodwill represents the excess of
amounts paid for acquiring businesses over the fair value of the net assets acquired. Goodwill is evaluated for impairment annually or
more frequently if conditions warrant, by comparing the carrying value of a reporting unit to its estimated fair value. Intangible assets
with definite lives are reviewed for impairment when events or circumstances indicate that their carrying value may not be recoverable.
Declines in operating results, divestitures, sustained market declines and other factors that impact the fair value of a reporting unit
could result in an impairment of goodwill or intangible assets and, in turn, a charge to net income. Any such charges could have a
material adverse effect on our results of operations or financial condition.
Risks Related to Our Intellectual Property, and Litigation
We may not be able to protect our intellectual property rights, which could make us less competitive and cause us to lose
market share.
Our future success will depend, in part, upon our intellectual property rights and our ability to protect these rights. We rely on a
combination of patent, copyright, trademark and trade secret laws, nondisclosure agreements and other contractual provisions to
establish, maintain and protect our proprietary rights. From time to time, we may be required to use litigation to protect our proprietary
technology. This may result in our incurring substantial costs and we may not be successful in any such litigation. Despite our efforts to
protect our proprietary rights, unauthorized third parties may copy aspects of our products, obtain and use information that we regard as
proprietary, or infringe upon our patents. In addition, the laws of some foreign countries do not protect proprietary and intellectual
property rights to the same extent as do the laws in the U.S. Because many of our products are sold and a significant portion of our
business is conducted outside the U.S., our exposure to intellectual property risks may be higher. Our efforts to protect our proprietary
and intellectual property rights may not be adequate. Additionally, there is a risk that our competitors will independently develop
similar technology or duplicate our products or design around patents or other intellectual property rights. If we are unsuccessful in
protecting our intellectual property or our products or technologies are duplicated by others, our competitive position could be harmed
and we could lose market share.
We face risks from future claims of third parties and litigation, which could have an adverse effect on our results of
operations.
From time to time, we may be subject to claims of third parties, possibly resulting in litigation, which could include, among other
things, claims regarding infringement of the intellectual property rights of third parties, product defects, employment-related claims,
and claims related to acquisitions, dispositions or restructurings. Addressing any such claims or litigation may be time-consuming and
costly, divert management resources, cause product shipment delays, require us to redesign our products, require us to accept returns of
products and to write-off inventory, or result in other adverse effects to our business. Any of the foregoing could have a material
adverse effect on our results of operations and could require us to pay significant monetary damages.
We expect the likelihood of intellectual property infringement and misappropriation claims may increase as the number of
products and competitors in the security market grows and as we increasingly incorporate third-party technology into our products. As
a result of infringement claims, we could be required to license intellectual property from a third party or redesign our products.
Licenses may not be offered when required or on acceptable terms. If we do obtain licenses from third parties, we may be required to
pay license fees or royalties or we may be required to license some of our intellectual property to others in return for such licenses. If
we are unable to obtain a license necessary for us or our third-party manufacturers to manufacture our allegedly infringing products, we
could be required to suspend the manufacture of products or stop our suppliers from using processes that may infringe the rights of
third parties. We may also be unsuccessful in redesigning our products. Our suppliers and customers may be subject to infringement
claims based on intellectual property included in our products. We have historically agreed to indemnify our suppliers and customers
for patent infringement claims relating to our products. The scope of this indemnity varies, but may, in some instances, include
indemnification for damages and expenses, including attorney’s fees. We may periodically engage in litigation as a result of these
indemnification obligations. Our insurance policies exclude coverage for third-party claims for patent infringement.
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We have in the past been named as a defendant in putative securities class action and derivative lawsuits.
Securities class action lawsuits have often been brought against a company following periods of volatility in the market price of
its securities. Companies such as ours in the technology industry are particularly vulnerable to this kind of litigation due to the volatility
of their stock prices. We have in the recent past been named as a defendant in putative securities class action and derivative lawsuits
and may again be so named in the future. Any litigation to which we were a party has and may in the future result in the diversion of
management attention and resources from our business and business strategy. In addition, any litigation to which we may become a
party to may result in onerous or unfavorable judgments that may not be reversed upon appeal and that may require us to pay
substantial monetary damages or fines, or we may decide to settle lawsuits on similarly unfavorable terms, which could have a material
adverse effect our business, financial condition or results of operations.
General Risk Factors
Our stock price has been and is likely to remain volatile.
Over the past few years, The Nasdaq Capital Market has experienced significant price and volume fluctuations that have
particularly affected the market prices of the stocks of technology companies. Volatility in our stock price may result from a number of
factors, some of which are beyond our control, including, among others:
•
•
•
•
•
•
•
•
•
low volumes of trading activity in our stock;
technical trading patterns of our stock;
variations in our or our competitors’ financial and/or operational results;
the fluctuation in market value of comparable companies in any of our markets;
expected or announced news about partner relationships, customer wins or losses, product announcements or organizational
changes;
comments and forecasts by securities analysts;
litigation developments;
global developments, including war, acts of terrorism, contagions such as COVID-19, and other such events; and
general market downturns.
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect
the market prices of equity securities of many companies. These fluctuations have often been unrelated or disproportionate to the
operating performance of those companies. Broad market and industry factors, as well as general economic, political, regulatory and
market conditions, may negatively affect the market price of our common stock, regardless of our actual operating performance.
You may experience dilution of your ownership interests due to the future issuance of additional shares of our stock, and
future sales of shares of our common stock could adversely affect our stock price.
We have issued a significant number of shares of our common stock, together with warrants to purchase shares of our common
stock and convertible preferred stock, in connection with a number of financing transactions and acquisitions in recent years. In the
future, from time to time we may issue additional previously authorized and unissued securities, resulting in additional dilution of the
ownership interests of our current stockholders.
In addition, we have reserved shares of common stock for potential future issuance including stock issuable pursuant to our
equity incentive plans, the conversion of our preferred stock and warrants issued in connection with previous capital raises and other
transactions. As of March 2, 2021, 1,709,347 shares of common stock are reserved for future grants and outstanding equity awards
under our equity incentive plans and an additional 9,115,922 shares of common stock are reserved for future issuance in connection
with other potential issuances, including conversion of our preferred stock. We may issue additional shares of common stock or other
securities that are convertible into or exercisable for shares of common stock in connection with the hiring of personnel, future
acquisitions, future financings or for other business purposes. If we issue additional securities, the aggregate percentage ownership of
our existing stockholders will be reduced. In addition, any new securities that we issue may have rights senior to those of our common
stock. The issuance of additional shares of common stock or preferred stock or other securities, or the perception that such issuances
could occur, may create downward pressure on the trading price of our common stock.
18
Provisions in our charter documents and Delaware law may delay or prevent our acquisition by another company, which
could decrease the value of your shares.
Our certificate of incorporation and bylaws and Delaware law contain provisions that could make it more difficult for a third
party to acquire us or enter into a material transaction with us without the consent of our board of directors. These provisions include a
classified board of directors and limitations on actions by our stockholders by written consent. Delaware law imposes some restrictions
on mergers and other business combinations between us and any holder of 15% or more of our outstanding common stock. In addition,
our board of directors has the right to issue preferred stock without stockholder approval, which could be used to dilute the stock
ownership of a potential hostile acquirer. These provisions will apply even if the offer were to be considered adequate by some of our
stockholders. Because these provisions may be deemed to discourage a change of control, they may delay or prevent the acquisition of
our company, which could decrease the value of our common stock.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
PROPERTIES
Our corporate headquarters are located in Fremont, California and we maintain operational headquarters in Santa Ana, California.
We lease additional facilities to house our engineering, sales and marketing, administrative and manufacturing functions. At
December 31, 2020, our major facilities consisted of the following:
Location
Fremont, California
Santa Ana, California
Function
Corporate headquarters
Administration; manufacturing; research and
development
Arlington, Texas
Administration; sales
Vancouver, Canada
Sauerlach, Germany
Chennai, India
Singapore
Manufacturing; research and
development
European operations; research and
development; sales
Research and development
RFID/NFC product manufacturing
Square Feet
3,082
Lease Expiration
November 2022
34,599
5,700
7,206
5,156
17,500
16,060
January 2023
October 2023
December 2025
Month to Month
October 2022
May 2023
ITEM 3.
LEGAL PROCEEDINGS
From time to time, we may become subject to claims arising in the ordinary course of business or could be named a defendant in
other lawsuits. The outcome of such claims or other proceedings cannot be predicted with certainty and may have a material effect on
our financial condition, results of operations or cash flows.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
19
Executive Officers of the Registrant
Information concerning our executive officers as of March 1, 2021 is as follows:
Steven Humphreys, 59, has served as our Chief Executive Officer since September 2015 and as a director since July 1996. Mr.
Humphreys previously served as Chairman of the Board from September 2013 until September 9, 2015. Previously, he also served as
Lead Director from May 2010 until April 2013 and as Chairman of the Board from April 2000 to March 2007. Mr. Humphreys also
served as an executive officer of the Company, as President from July 1996 to December 1996 and as President and Chief Executive
Officer from January 1997 to July 1999. From November 2011 to December 2014, Mr. Humphreys served as chief executive officer of
Flywheel Software, Inc., a venture-backed, location-based mobile solutions company. From October 2008 until its acquisition by
SMSC in February 2011, Mr. Humphreys served as Chief Executive Officer and President of Kleer Corporation, a venture-backed
provider of wireless audio technology. From October 2001 to October 2003, he served as Chairman of the Board and Chief Executive
Officer of ActivIdentity, a provider of digital identity solutions, a publicly-listed company until its acquisition by HID Global in
December 2010. He also served as a director of ActivIdentity from March 2008 until December 2010. Previously, Mr. Humphreys was
President of Caere Corporation, a publicly-listed optical character recognition software company. Prior to Caere, he spent ten years with
General Electric in a variety of factory automation and information technology positions, most recently leading the Information
Delivery Services business unit of GE Information Services. Philanthropically, Mr. Humphreys has been an elected public school board
trustee and a contributor to a range of education-oriented charities. He also serves on the board of Summit Public Schools, a charter
school system with schools across the West Coast, and developer of the Summit Learning System, developed in cooperation with
Facebook and deployed in over 1,000 schools nationwide. Mr. Humphreys holds a B.S. degree from Yale University and M.S. and
M.B.A. degrees from Stanford University. Mr. Humphreys brings to the Board of Directors his many years of experience as an
executive officer of technology companies ranging from startups to public companies, and as senior management within large
multinational corporations. His continued involvement with emerging technologies, venture and angel investing, as well as his
knowledge of the U.S. investment markets, and the wider technology and management communities are relevant to Identiv’s success.
Sandra Wallach, 56, has served as our Chief Financial Officer since February 2017. Ms. Wallach previously served as VP
Finance for MiaSole, a thin film solar technology company, from May 2011 to January 2013. From January 2013 to June 2013, she
served as Chief Financial Officer of UBM Tech, a wholly-owned subsidiary of UBM LLC. In June 2013, she returned to MiaSole and
served as their VP Finance until February 2017. Prior to that, she served as VP Finance at Juniper Networks (from 2008-2011) as well
as holding different financial management positions with Intuit (2003-2007). Before joining Intuit, Ms. Wallach served as Chief
Financial Officer of General Electric’s (GE) Industrial Systems, Drives & Controls division. Previously she held a range of financial
and management positions at General Electric since joining GE in 1986. Ms. Wallach holds a B.A. in Economics and Public Policy
from the University of California at Berkeley.
20
PART II
ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
Our common stock is traded on The Nasdaq Capital Market under the symbol “INVE.” According to data available at March 2,
2021, we had 121 registered holders of our common stock. Not represented in this figure are individual stockholders in Germany whose
custodian banks do not release stockholder information to us.
The disclosure required by Item 201(d) of Regulation S-K is included in Item 12 of this Annual Report on Form 10-K.
During the years ended December 31, 2020 and 2019, we repurchased 171,641 shares and 175,878 shares, respectively, of
common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of RSUs issued to employees.
ITEM 6.
SELECTED FINANCIAL DATA
Not applicable.
21
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the
consolidated financial statements and notes thereto included in Part II, Item 8 of this Annual Report.
Overview
Identiv is a global provider of secure identification and physical security.
We are leveraging our RFID-based physical device-management expertise as well as our physical access, video and analytics
solutions to provide leading solutions as our customers, and our customers’ customers, embracing the IoT. Customers in the technology
and mobility, consumer, government, healthcare, education and other sectors rely on Identiv’s identification and access solutions.
Identiv’s platform encompasses RFID and NFC, cybersecurity, and the full spectrum of physical access, video, and audio security. We
are bringing the benefits of the IoT to a wide range of physical, connected items.
Identiv’s mission is to digitally enable every physical thing and every physical place on the planet. Our full continuum of security
solutions is delivered through our platform of RFID enabled devices, mobile, client/server, cloud, web, dedicated hardware and
software defined architectures. In doing so, we believe that we will create smart physical security and a smarter physical world.
Segments
We have organized our operations into two reportable business segments, principally by solution families: Identity and Premises.
Our Identity segment includes products and solutions enabling secure access to information serving the logical access and cyber
security market, and protecting connected objects and information using RFID embedded security. Our Premises segment includes our
solutions to address the premises security market for government and enterprise, including access control, video surveillance, analytics,
audio, access readers and identities.
Factors Affecting Our Performance
Market Adoption
Our financial performance depends on the pace, scope and depth of end-user adoption of our RFID products in multiple
industries. That pace, scope and depth has accelerated during 2020 causing large fluctuations in our operating results. For example, in
2019 our Identity segment experienced a reduction from 2018 overall with modest gains in our RFID business offset by lower access
card revenue. During 2020, we saw several events that we believe are opening up the third wave of RFID deployments which is
occurring at a much faster pace of growth than historically. We believe significant improvement in chip capabilities at lower costs,
combined with the incorporation of the full NDEF protocol by Apple in its iPhone 12 and iOS 14 has accelerated the opportunities for
product engineers to integrate RFID into their products to create new and more engaging customer experiences, product reliability and
performance. As the market hit this pivot point, we expanded both our capacity and technical leadership. As a result, our Identity
segment experienced an increase in revenue of 25% year over year, driven by our performance in the RFID products growing 80% year
over year in total, and growing over 100% for the second half of 2020 over the comparable period in 2019. We track growth indicators
including design wins, customer launches and technology launches. We have made investments in our technology, world class quality
and automation, and we believe that our competitive advantages will continue to drive growth.
We believe the underlying, long-term trend is continued RFID adoption by multiple verticals. We also believe that expanding use
cases fosters adoption across verticals and into other markets. In addition, we do not have any significant concentration of customers so
we believe that our demand will continue to be resilient to any individual customer or application.
If RFID market adoption, and adoption of our products specifically, does not meet our expectations then our growth prospects
and operating results will be adversely affected. If we are unable to meet end-user or customer volume or performance expectations,
then our business prospects may be adversely affected. In contrast, if our RFID sales exceed expectations, then our revenue and
profitability may be positively affected.
22
Given the uncertainties of the specific timing of our new customer deployments, we cannot assure you that we have appropriate
inventory and capacity levels or that we will not experience inventory shortfalls or overages in the future. We mitigate those risks by
being deeply embedded in our customers design cycle, working with our chip partners on long lead time components, managing our
limited capital equipment needs within a short cycle and future proofing our facilities with the most recent expansion to accommodate
several scenarios for growth potential.
If end users with sizable projects change or delay them, we may experience significant fluctuation in revenue on a quarterly or
annual basis, and we anticipate that uncertainty to continue to characterize our business for the foreseeable future.
Seasonality and Other Factors
In our business overall, we may experience variations in demand for our offerings from quarter to quarter, and typically
experience a stronger demand cycle in the second half of our fiscal year. Sales of our physical access control solutions and related
products to U.S. Government agencies are subject to annual government budget cycles and generally are highest in the third quarter of
each year. Sales of our identity readers, many of which are sold to government agencies worldwide, are impacted by project schedules
of government agencies, as well as roll-out schedules for application deployments. Further, this business is typically subject to
seasonality based on differing commercial and global government budget cycles. Lower sales are expected in the U.S. in the first half,
and in particular, the first quarter of the year, with higher sales typically in the second half of each year. In Asia-Pacific, with fiscal
year-ends in March and June, order demand can be higher in the first quarter as customers attempt to complete projects before the end
of the fiscal year. Accordingly, our net revenue levels in the first quarter each year often depend on the relative strength of project
completions and sales mix between our U.S. customer base and our international customer base.
Purchasing of our Products and Services for U.S. Federal Government Security Programs
In addition to the general seasonality of demand, overall U.S. Federal Government expenditure patterns have a significant effect
on demand for our products due to the significant portion of revenue that are typically sourced from U.S. Federal Government agencies.
During 2020, we experienced an increase in our U.S. Federal Government revenue of 30% over the preceding full year. Drivers of
growth included our technology strength and proven security solutions, work from home mandates, and continued strength in
investments for security across a number of different agencies. We believe that the success and growth of our business will continue
through the U.S. Federal Government focus on security and our successful procurement of government business. If there are changes in
government purchasing policies or budgetary constraints there could be implications for our growth prospects and operating results. If
we are unable to meet end-user or customer volume or performance expectations, then our business prospects may be adversely
affected.
Effects of the COVID-19 Pandemic on our Business.
In March 2020, the World Health Organization characterized the coronavirus (“COVID-19”) a pandemic, and the President of the
United States declared the COVID-19 outbreak a national emergency. The rapid spread of the pandemic and the continuously evolving
responses to combat it have had an increasingly negative impact on the global economy. In view of the rapidly changing business
environment created by the uncertainty related to the depth and or duration of the impact resulting from COVID-19, we have
experienced delays in our sales in select vertical markets and are currently unable to determine if there will be any continued disruption
and the extent to which this may have future impact on our business. We continue to monitor the progression of the pandemic and its
effect on our financial position, results of operations, and cash flows.
23
Results of Operations
The following table includes net revenue and net profit information by business segment and reconciles gross profit to loss
before income taxes (in thousands).
Year Ended December 31,
2019
2020
Identity:
Net revenue
Gross profit
Gross profit margin
Premises:
Net revenue
Gross profit
Gross profit margin
Total:
Net revenue
Gross profit
Gross profit margin
Operating expenses:
Research and development
Selling and marketing
General and administrative
Increase (decrease) in fair value of earnout liability
Restructuring and severance
Total operating expenses
Loss from operations
Non-operating income (expense):
Interest expense, net
Gain on sale of investment
Foreign currency gains (losses), net
Loss before income taxes
$
$
52,742
14,781
28%
34,178
18,900
55%
86,920
33,681
39%
9,781
17,270
8,623
(261)
1,716
37,129
(3,448)
(1,462)
—
(122)
(5,032) $
$
The following table sets forth our statements of comprehensive loss as a percentage of net revenue:
Net revenue
Cost of revenue
Gross profit
Operating expenses:
Research and development
Selling and marketing
General and administrative
Increase (decrease) in fair value of earnout liability
Restructuring and severance
Total operating expenses
Loss from operations
Non-operating income (expense)
Interest expense, net
Gain on sale of investment
Foreign currency gains (losses), net
Loss before income taxes
Income tax provision
Net loss
Year Ended December 31,
2019
2020
100.0%
61.3
38.7
11.3
19.9
9.8
(0.3)
2.0
42.7
(4.0)
(1.7)
-
(0.1)
(5.8)
(0.1)
(5.9)%
42,176
14,570
35%
41,579
22,084
53%
83,755
36,654
44%
8,616
18,138
9,445
550
14
36,763
(109)
(917)
142
59
(825)
100.0%
56.2
43.8
10.3
21.7
11.2
0.7
-
43.9
(0.1)
(1.2)
0.2
0.1
(1.0)
(0.4)
(1.4)%
24
Geographic net revenue, based on each customer’s ship-to location, for the years ended December 31, 2020 and 2019 is as
follows (in thousands):
Americas
Europe and the Middle East
Asia-Pacific
Total
As a percentage of net revenue:
Americas
Europe and the Middle East
Asia-Pacific
Total
Fiscal 2020 Compared with Fiscal 2019
Net Revenue
$
$
Year Ended December 31,
2019
2020
58,302
9,497
19,121
86,920
$
$
67%
11%
22%
100%
61,365
11,417
10,973
83,755
73%
14%
13%
100%
Net revenue in 2020 was $86.9 million, an increase of 4% compared with $83.8 million in 2019. Net revenue in the Americas
was $58.3 million in 2020, a decrease of 5% compared with $61.4 million in 2019. Net revenue from our Premises solution for security
programs within various U.S. government agencies and commercial customers for access control and video solutions, as well as reader,
controller and appliance products, represented approximately 54% of our net revenue in the Americas. Net revenue in Europe, the
Middle East, and Asia-Pacific was approximately $28.6 million in 2020, an increase of 28% compared with 2019. Sales of RFID and
NFC products and smart card readers comprise a significant proportion of our net revenue in these regions.
Net revenue in our Identity segment, which represented 61% of our net revenue, was $52.7 million in 2020, an increase of 25%
compared with $42.2 million in 2019. Net revenue in this segment in the Americas in 2020 increased 11% compared with 2019
primarily due to higher sales of RFID transponder products and smart card readers, partially offset by lower sales of access card
products primarily attributable to the COVID-19 pandemic and its impact on the hospitality and education markets. The primary driver
of higher sales of our RFID transponder products was the broad adoption of NFC, and the continued demand for smart card reader
products with shelter in place actions driving the need for more work from home technologies. Net revenue in this segment in Europe,
the Middle East, and the Asia-Pacific increased approximately 44% in 2020 compared with 2019 primarily due to higher sales of RFID
transponder products, partially offset by lower sales of smart card readers and access cards. RFID transponder products comprised
approximately 65% of net revenue in these regions in 2020, and 36% of net revenue in 2019, while smart card reader sales in 2020 and
2019 comprised approximately 24% and 36% of the net revenue.
Net revenue in our Premises segment, which represented 39% of our net revenue, was $34.2 million in 2020, a decrease of 18%
compared with $41.6 million in 2019. Net revenue in this segment in the Americas in 2020 decreased 15% compared with 2019
primarily due to delays associated with the impact of the COVID-19 pandemic on our partners’ ability to access customer site locations,
as well as the impact of business closures in the retail, hospitality and education markets. These delays were partially offset by higher
Hirsch Velocity software product sales and related support services, particularly in the federal government. Net revenue in this segment
across Europe, the Middle East, and Asia-Pacific decreased 38% in 2020 compared with 2019 primarily due to lower sales of Hirsch
related physical access control solutions associated with the impact of the COVID-19 pandemic on our partners’ ability to access
customer site locations as discussed above.
As a general trend, U.S. Federal agencies continue to be subject to security improvement mandates under programs such as
Homeland Security Presidential Directive-12 (“HSPD-12”) and reiterated in memoranda from the Office of Management and Budget
(“OMB M-11-11”). We believe that our solutions for trusted physical access is an attractive offering to help federal agency customers
move towards compliance with federal directives and mandates. To address sales opportunities in the United States in general and with
our U.S. Government customers in particular, we focus on a strong U.S. sales organization and our sales presence in Washington D.C.
25
More recently, in response to the new needs for health and safety in the physical security market overall, due to the COVID-19
pandemic, we have released products to address these trends. During the first half of 2020, we launched our contact tracing
downloadable extension for our Velocity access system, our occupancy tracking system based on our 3VR platform, our MobilisID
touchless reader and our temperature tracking tag. In addition, with the economic impact of the COVID-19 pandemic creating more
uncertainty for our customers, we have released several products which are subscription based which allow payments over time for our
physical access and video solutions as a service.
Gross Profit and Gross Margin
Gross profit for 2020 was $33.7 million, or 39% of net revenue, compared to $36.7 million or 44% of net revenue in 2019. Gross
profit represents net revenue less direct cost of product sales, manufacturing overhead, other costs directly related to preparing the
product for sale including freight, scrap, inventory adjustments and amortization, where applicable.
In our Identity segment, gross profit was $14.8 million in 2020 compared with $14.6 million in 2019. Gross profit margins in the
Identity segment in 2020 decreased to 28% compared to 35% in 2019 primarily due to the change in product mix, with a higher
proportion of lower margin RFID transponder product sales, and a large higher margin bulk order of readers to the U.S. Navy Reserve
in the first quarter of 2019.
In our Premises segment, gross profit was $18.9 million in 2020 compared with $22.1 million in 2019. Gross profit margins in
the Premises segment increased to 55% in 2020 from 53% in 2019 primarily due to adjustments to our inventory reserves in the first
quarter of 2019 as a result of management’s assessment of on-hand inventory levels and demand forecasts.
We expect there will be variation in our total gross profit from period to period, as our gross profit has been and will continue to
be affected primarily by varying mix among our products. Within each product category, gross margins have tended to be consistent,
but over time may be affected by a variety of factors, including, without limitation, competition, product pricing, the volume of sales in
any given quarter, manufacturing volumes, product configuration and mix, the availability of new products, product enhancements,
software and services, risk of inventory write-downs and the cost and availability of components.
Operating Expenses
Information about our operating expenses for the years ended December 31, 2020 and 2019 is set forth below.
Research and Development
Research and development expenses
Percentage of revenue
Year Ended December 31,
2020
2019
$ Change % Change
($ in thousands)
$
9,781
$
11%
8,616
$
10%
1,165
14%
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 in 2020 increased compared with 2019 primarily due to higher salaries and related costs
associated with the re-alignment of certain individuals in the first quarter of 2020 from sales and marketing to research and
development, as well as continued investments in engineering, including additional headcount and higher external contractor costs.
26
Selling and Marketing
Selling and marketing expenses
Percentage of revenue
Year Ended December 31,
2020
2019
$ Change % Change
$
17,270
$
20%
($ in thousands)
18,138
$
22%
(868)
(5)%
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.
Selling and marketing expenses in 2020 decreased compared with 2019 primarily due to the re-alignment of certain individuals in
the first quarter of 2020 from sales and marketing to research and development, lower travel related costs associated with the COVID-
19 pandemic, and lower trade show and advertising costs, partially offset by an increase in employment recruiting fees.
General and Administrative
General and administrative expenses
Percentage of revenue
Year Ended December 31,
2020
2019
$ Change % Change
($ in thousands)
$
8,623
$
10%
9,445
$
11%
(822)
(9)%
General and administrative expenses consist primarily of compensation expenses for employees performing administrative
functions, and professional fees incurred for legal, auditing and other consulting services.
General and administrative expenses decreased compared with the prior year period primarily due to reductions in headcount and
related costs associated with our continued integration efforts across general and administrative functions as well as lower external
services costs and professional fees.
Increase (Decrease) in Fair Value of Earnout Liability
Year Ended December 31,
2020
2019
$ Change % Change
Increase (decrease) in fair value of earnout liability
$
(261) $
($ in thousands)
550 $
(811)
(147)%
Earnout consideration expense for the year ended December 31, 2019 was attributable to the increase in fair value of the earnout
liability associated with the Viscount acquisition from $200,000 to $750,000. During the year ended December 31, 2020, the reduction
in the earnout expense of $261,000 was attributable to the decrease in the fair value of the earnout liability from $750,000 to $489,000,
representing settlement date fair value of the earnout shares issued to the selling shareholders. See Note 4, Business Combinations, in
the accompanying notes to our consolidated financial statements for more information.
Restructuring and Severance
Year Ended December 31,
2020
2019
$ Change % Change
($ in thousands)
Restructuring and severance
$
1,716 $
14 $
1,702
N/A
Restructuring expenses incurred during the year ended December 31, 2020 consists of severance related costs of $375,000 and
facility rental related costs associated with office space of an acquired business of approximately $1,341,000. The latter included a
charge of $1,199,000 associated with the impairment of the right-of-use operating lease asset, which was subleased, but subsequently
went into default due to non-payment of rent beginning April 1, 2020. Sublease income of $198,000 was received in the first quarter of
2020, however, since the first quarter of 2020, no rental payments were received. In addition, we recorded a charge of $97,000 related
to the impairment of a right-of-use operating lease asset for office space we vacated in Oakland, California in the fourth quarter of
2020.
27
During the year ended December 31, 2019, we incurred restructuring and severance related costs of $105,000. These costs were
partially offset by the reversal of a restructuring accrual of $91,000 for future rental payment obligations associated with vacated office
space at our Fremont, California facility, which was sublet in the third quarter of 2019.
See Note 15, Restructuring and Severance, in the accompanying notes to our consolidated financial statements for more
information.
Non-operating Income (Expense)
Information about our non-operating income (expense) for the years ended December 31, 2020 and 2019 is set forth below.
Interest expense, net
Gain on sale of investment
Foreign currency gains (losses), net
Year Ended December 31,
2020
2019
$ Change % Change
$
$
$
(1,462) $
— $
(122) $
($ in thousands)
(917) $
142 $
59 $
(545)
(142)
(181)
59%
(100)%
(307)%
Interest expense, net consists of interest on financial liabilities, amortization of debt issuance costs, and interest accretion expense
for a liability on a contractual payment obligation arising from our acquisition of Hirsch Electronics Corporation. The increase in
interest expense in 2020 compared to 2019 was primarily attributable to both the amortization of warrants and amortization of debt
issuance costs associated with our loan and security agreement with our lender. See Note 8, Contractual Payment Obligation and Note
9, Financial Liabilities, in the accompanying notes to our consolidated financial statements for more information.
Gain on the sale of investment of $142,000 was related to the sale of our investment in a private company in the fourth quarter of
2019, which had no carrying value.
Changes in currency valuation in the periods mainly were the result of exchange rate movements between the U.S. dollar, the
Indian Rupee, the Canadian dollar, and the euro. Our foreign currency gains and losses primarily result from the valuation of current
assets and liabilities denominated in a currency other than the functional currency of the respective entity in the local financial
statements.
Income Tax Provision
Year Ended December 31,
2020
2019
$ Change % Change
($ in thousands)
Income tax provision
$
(73) $
(326) $
(253)
(78)%
As of December 31, 2020, our deferred tax assets are fully offset by a valuation allowance. Accounting Standards Codification
(“ASC”) 740, Income Taxes, provides for the recognition of deferred tax assets if realization of such assets is more likely than not.
Based upon the weight of available evidence, which includes historical operating performance, reported cumulative net losses since
inception and difficulty in accurately forecasting our future results, we provided a full valuation allowance against all of our net U.S.
and foreign deferred tax assets. We reassess the need for our valuation allowance on a quarterly basis. If it is later determined that a
portion or all of the valuation allowance is not required, it generally will be a benefit to the income tax provision in the period such
determination is made.
We recorded an income tax provision during the year ended December 31, 2020. The effective tax rates for the year ended
December 31, 2020 and 2019 differ from the federal statutory rate of 21% primarily due to a change in valuation allowance, and the
provision or benefit in certain foreign jurisdictions, which are subject to higher tax rates.
28
Quarterly Statements of Comprehensive Income (Loss)
The following tables set forth our unaudited quarterly statements of comprehensive income (loss) for the last eight quarters. In
the opinion of management, these data have been prepared on the same basis as the audited consolidated financial statements included
elsewhere in this report and reflect all adjustments, including normal recurring adjustments, necessary for a fair presentation of the
data. The results of historical periods are not indicative of expectations for any future period. You should read these data together with
our audited consolidated financial statements and the related notes included elsewhere in this report.
Three Months Ended
Dec.
31,
2020
Sep. 30,
2020
Jun 30,
2020
(In thousands, except per share data)
Mar 31,
2020
Dec. 31,
2019
Sep. 30,
2019
Jun 30,
2019
Mar 31,
2019
Consolidated Statements of Comprehensive
Income (Loss):
Net revenue
Cost of revenue
Gross profit
Operating expenses:
$ 18,120 $ 18,970
$24,836 $24,859 $ 19,105
16,252 14,974 11,393 10,620 11,429
8,584 9,885 7,712 7,500 7,541
$ 23,026
12,500
10,526
$ 22,237
12,354
9,883
$ 19,522
10,818
8,704
Research and development
Selling and marketing
General and administrative
Increase (decrease) in fair value of earnout liability
Restructuring and severance
Total operating expenses
2,383 2,380 2,422 2,596 2,387
4,292 4,245 4,236 4,497 4,449
2,163 2,118 2,151 2,191 1,953
375
115
8,909 8,906 9,965 9,349 9,279
163 1,417
—
71
—
65
(261)
—
2,125
4,470
2,591
175
(87)
2,078
4,721
2,279
—
(2)
9,076
807
(241)
—
(70)
496
(80)
416
(259)
2,026
4,498
2,622
—
(12)
9,134
(430)
(279)
—
(2)
(711)
(104)
(815)
(258)
(325)
(396)
—
(3)
(724)
26
(698)
(276)
9,274
979 (2,253) (1,849) (1,738) 1,252
(246)
(252)
(407)
—
—
—
(175)
168
86
397 (2,690) (2,015) (1,784) 1,174
(151)
142
(37)
(407)
—
(30)
(8)
(59)
(32)
(37)
(105)
389 (2,749) (2,047) (1,821) 1,069
(270)
(275)
(263)
(272)
(262)
$
(974) $
114 $ (3,021) $ (2,317) $ (2,084) $
807
$
157
$ (1,073)
$ (0.05) $
$ (0.05) $
0.01
0.01
$ (0.17) $ (0.13) $ (0.12) $
$ (0.17) $ (0.13) $ (0.12) $
0.05
0.05
$
$
0.01
0.01
$
$
(0.06)
(0.06)
18,302
18,302
18,144
18,650
17,941
17,941
17,521
17,521
17,136
17,136
17,006
17,766
16,953
17,795
16,837
16,837
Income (loss) from operations
Interest expense, net
Gain on sale of investment
Foreign currency gains (losses), net
Income (loss) before income tax provision
Income tax benefit (provision)
Net income (loss)
Cumulative dividends on Series B preferred stock
Net income (loss) income attributable to common
stockholders
Net income (loss) per common share:
Basic
Diluted
Weighted average shares used in computing net
income (loss) per common share:
Basic
Diluted
Liquidity and Capital Resources
As of December 31, 2020, our working capital, defined as current assets less current liabilities, was $11.9 million, an increase of
$0.2 million compared to $11.7 million as of December 31, 2019. As of December 31, 2020, our cash balance was $11.4 million.
East West Bank
On February 8, 2017, we entered into a loan and security agreement with East West Bank (“EWB”). Following subsequent
amendments, on February 8, 2021 we amended and restated the Loan and Security Agreement in its entirety (the “Loan and Security
Agreement”). The Loan and Security Agreement provides for a $20.0 million revolving loan facility subject to a borrowing base and a
$4.0 million non-formula revolving loan facility that is not subject to a borrowing base. Our obligations under the Loan and Security
Agreement are collateralized by substantially all of our assets.
29
The maturity date of the main revolving loan facility is February 8, 2023. The non-formula revolving loan facility will terminate
on February 7, 2022, however we may, at our option if certain conditions are met, convert prior to their maturity any loans under the
non-formula revolving loan facility to a term loan that will fully amortize and mature on February 1, 2025. Advances under the
revolving loan facilities and the term loan (if converted) will initially bear interest at a per annum rate equal to the prime rate as
determined under the Loan and Security Agreement plus 0.25%.
We may voluntarily prepay amounts outstanding under the revolving loan facilities and the term loan without prepayment
charges. In the event the Loan and Security Agreement is terminated prior to February 8, 2023, we would be required to pay an early
termination fee in the amount of 2.0% of the main revolving loan line if terminated prior to February 8, 2022 and 1% of the main
revolving loan line thereafter. Additional borrowing requests under the revolving loan facilities are subject to various customary
conditions precedent, including a borrowing base for the main revolving loan facility.
The Loan and Security Agreement contains customary representations and warranties and customary affirmative and negative
covenants, including, limits or restrictions on our ability to incur liens, incur indebtedness, make certain restricted payments (including
dividends), merge or consolidate and dispose of assets. In addition, the Loan and Security Agreement contains financial covenants
requiring that we (i) hold $5 million in unrestricted cash in accounts with EWB, (ii) maintain a monthly minimum trailing six-month
EBITDA of $0.6 million for the first two quarters of 2021 and $1.2 million thereafter and (iii) maintain, if we convert into the term loan
and starting with the quarter ending March 31, 2022, a quarterly fixed charge coverage ratio of at least 1.35 : 1.00.
The Loan and Security Agreement contains customary events of default that entitle EWB to cause any or all of our indebtedness
under it to become immediately due and payable. The 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, EWB may
terminate its lending commitment 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 Loan and Security Agreement to be immediately due and payable.
See Note 9, Financial Liabilities and Note 11, Stockholders’ Equity in the accompanying notes to our consolidated financial
statements for more information.
As of December 31, 2020, we were in compliance with all financial covenants under the revolving loan facility.
April 21 Funds
On May 5, 2020, we issued secured subordinated promissory notes in an aggregate principal amount of $4.0 million (the
“Notes”) to 21 April Fund, LP and 21 April Fund, Ltd. (collectively referred to as the “April 21 Funds”) pursuant to a Note and Warrant
Purchase Agreement entered into with the April 21 Funds (the “Note Purchase Agreement”). The Notes are collateralized by our assets,
but subordinate to our obligations to EWB under the Loan and Security Agreement. Proceeds from the sale of the Notes were only to be
used for expenses incurred by us in connection with our provisions of goods and services under a statement of work with a third
party. The Notes have an initial term of nine months and do not bear interest during this period. However, if the Notes are not repaid on
or before the nine-month anniversary of issuance, (a) the Notes will thereafter bear interest of 8% per annum, payable quarterly, and (b)
additional warrants to purchase common stock would be issuable to the April 21 Funds for each month all or a portion of the Notes
remain unpaid, as further detailed in the Note Purchase Agreement. In the event the Notes are not paid in full by the first anniversary of
their issuance, May 5, 2021, they shall thereafter bear interest of 12% per annum, payable quarterly, and additional warrants would be
issuable to the April 21 Funds. On December 31, 2020, the principal amount outstanding under the Notes was $2.8 million.
On February 5, 2021, we entered into an amendment to our secured subordinated promissory note with April 21 Funds, which
extended the initial term of the Notes to March 31, 2021. As a result of the amendment, if the Notes are repaid on or before March 31,
2021, we will incur no further interest on the Notes, or be obligated to issue additional warrants.
Paycheck Protection Program
On April 9, 2020, we entered into a promissory note (the “Note”) under the Paycheck Protection Program established under
Section 1102 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The Note is dated April 8, 2020 with EWB. We
borrowed a principal amount of approximately $2.9 million. The interest on the Note is 1.0% per annum. The Note is payable two years
from the date of the Note, and there is no prepayment penalty. All interest which accrues during the initial six months of the loan
period is deferred and payable on the maturity date of the Note. Notes issued under the CARES Act may be eligible for forgiveness in
whole or in part in accordance with Small Business Administration rules established for the Paycheck Protection Program. The
principal amount outstanding, including accrued interest, is included in current portion – financial liabilities and other accrued
30
expenses and liabilities in the accompanying consolidated balance sheets, as we expect all amounts outstanding will be forgiven in the
first six months of 2021.
As our previously unremitted earnings have been subjected to U.S. federal income tax, we expect any repatriation of these
earnings to the U.S. would not incur significant additional taxes related to such amounts. However, our estimates are provisional and
subject to further analysis. Generally, most of our foreign subsidiaries have accumulated deficits and cash and cash equivalents that are
held outside the United States are typically not cash generated from earnings that would be subject to tax upon repatriation if
transferred to the United States. We have access to the cash held outside the United States to fund domestic operations and obligations
without any material income tax consequences. As of December 31, 2020, the amount of cash included at such subsidiaries was $2.0
million. We have not, nor do we anticipate the need to, repatriate funds to the United States to satisfy domestic liquidity needs arising in
the ordinary course of business, including liquidity needs associated with our domestic debt service requirements.
We have historically incurred operating losses and negative cash flows from operating activities, and we may continue to incur
losses in the future. As of December 31, 2020, we had a total accumulated deficit of $410.6 million. During the year ended December
31, 2020, we had a net loss of $5.1 million.
We believe our existing cash balance, together with cash generated from operations and available credit under our Loan and
Security Agreement will be sufficient to satisfy our working capital needs to fund operations for the next twelve months. We may also
use cash to acquire or invest in complementary businesses, technologies, services or products that would change our cash requirements.
We may also choose to finance our business through public or private equity offerings, debt financings or other arrangements. However,
there can be no assurance that additional capital will be available to us or that such capital will be available to us on acceptable terms. If
we raise funds by issuing equity securities, dilution to stockholders could result. Debt or any equity securities issued also may provide
for rights, preferences or privileges senior to those of holders of our common stock. The terms of debt securities issued or borrowings
could impose significant restrictions on our operations. The incurrence of additional indebtedness or the issuance of certain debt or
equity securities could result in increased fixed payment obligations and could also result in restrictive covenants, such as limitations on
our ability to incur additional debt or issue additional equity, limitations on our ability to acquire or license intellectual property rights
and other operating restrictions that could adversely affect our ability to conduct our business. Our Loan and Security Agreement
imposes restrictions on our operations, increases our fixed payment obligations and has restrictive covenants. In addition, the issuance
of additional equity securities by us, or the possibility of such issuance, may cause the market price of our common stock to decline. If
we are not able to secure additional funding when needed, we may have to curtail or reduce the scope of our business or forgo potential
business opportunities.
The following summarizes our cash flows for the years ended December 31, 2020 and 2019 (in thousands):
Net cash provided by (used in) operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Effect of exchange rates on cash and cash equivalents
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Cash flows from operating activities
Year Ended December 31,
2020
2019
(1,766) $
(1,564)
4,853
503
2,026
9,383
11,409 $
427
(1,484)
(227)
(199)
(1,483)
10,866
9,383
$
$
Cash used in operating activities for 2020 was primarily due to a net loss of $5.1 million and a decrease in cash from net changes
in operating assets and liabilities of $4.7 million, partially offset by adjustments for certain non-cash items of $8.0 million, consisting
primarily of impairment of right-of-use operating lease assets, decrease in fair value of earnout liability, depreciation,
amortization, amortization of debt issuance costs, and stock-based compensation. Cash provided by operating activities for 2019 was
primarily due to a net loss of $1.2 million and a decrease in cash from net changes in operating assets and liabilities of $5.3 million,
partially offset by adjustments for certain non-cash items of $6.9 million, consisting primarily of depreciation, amortization,
amortization of debt issuance costs, and stock-based compensation.
31
Cash flows from investing activities
Cash used in investing activities for 2020 was $1.6 million related to capital expenditures. Cash used in investing activities
during 2019 was $1.5 million, of which $1.3 million related to the acquisitions of Viscount, net of cash acquired, and $0.3 million
related to capital expenditures, partially offset by $0.1 million related to the proceeds received from the sale of an investment.
Cash flows from financing activities
Cash provided by financing activities during 2020 was primarily due to the issuance of secured subordinated promissory notes to
April 21 Funds of $4.0 million, less repayments of $1.2 million in the fourth quarter of 2020, and proceeds received under the Payment
Protection Program of $2.9 million, partially offset by taxes paid related to net share settlement of restricted stock units of $0.9 million.
Cash used in financing activities during 2019 related primarily to the repayment of notes payable of $2.0 million associated with a
previous acquisition, and taxes paid related to net share settlement of restricted stock units of $0.9 million, partially offset by net
borrowings under our revolving loan facility of $2.7 million.
Off-Balance Sheet Arrangements
We have not entered into off-balance sheet arrangements, or issued guarantees to third parties, except as disclosed in Note 8,
Contractual Payment Obligation.
Contractual Obligations
The following summarizes expected cash requirements for contractual obligations, excluding amounts outstanding under the
Paycheck Protection Program promissory note of $2.9 million, which we expect to be forgiven in the first six months of 2021, as of
December 31, 2020 (in thousands):
Total
Less than 1
Year
1-3
Years
3-5
Years
Operating leases
Contractual payment obligation
Revolving loan facility
April 21 Funds promissory notes
Purchase commitments and other
obligations
Total obligations
Subleases
$
$
$
4,097 $
1,083
14,428
2,800
1,565 $
1,083
14,428
2,800
14,432
36,840 $
14,420
34,296 $
(1,615) $
(1,406) $
2,258 $
—
—
—
12
2,270 $
(209) $
274 $
—
—
—
—
274 $
— $
More
than 5
Years
—
—
—
—
—
—
—
We lease facilities, certain equipment, and automobiles under non-cancelable operating lease agreements. We currently sublease
office space in San Francisco, California associated with a prior acquisition. Beginning April 1, 2020, the sublessee went into default
due to non-payment of rent. Sublease income of $198,000 was received in the first quarter of 2020, however, since the first quarter of
2020, no rental payments have been received.
Our contractual payment obligation was assumed upon our acquisition of Hirsch. See Note 8, Contractual Payment Obligation,
in the accompanying notes to our consolidated financial statements.
The revolving loan facility and April 21 Funds promissory note obligations include payments to be made for principal and
interest in accordance with the terms at December 31, 2020 of the revolving loan facility under our Loan and Security Agreement and
the Note and Warrant Purchase Agreement. See Note 9, Financial Liabilities, in the accompanying notes to our consolidated financial
statements.
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 18, Commitments and Contingencies, in the
accompanying notes to our consolidated financial statements.
32
Our 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 table above.
Critical Accounting Policies
Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the
United States (“U.S. GAAP”). The preparation of these financial statements in accordance with U.S. GAAP requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Management bases its estimates and judgments on historical
experience and on various other factors, which we believe are reasonable based upon the information available to us at the time these
estimates, judgments and assumptions are made. Actual results may differ from these estimates under different assumptions or
conditions.
Revenue Recognition
We recognize revenue when we transfer control of the promised products or services to our customers, in an amount that reflects
the consideration we expect to receive in exchange for those products or services. We enter into contracts that can include various
combinations of our products, software licenses, and services, which are generally capable of being distinct and accounted for as
separate performance obligations. For contracts with multiple performance obligations, we allocate the transaction price of the contract
to each performance obligation, generally on a relative basis using its standalone selling price. The stated contract value is generally the
transaction price to be allocated to the separate performance obligations. Revenue is recognized net of any taxes collected from our
customers that are subsequently remitted to governmental authorities.
Nature of Products and Services
We derive our revenues from sales of hardware products, software licenses, subscriptions, professional services, software
maintenance and support, and extended hardware warranties.
Hardware Product Revenues — We generally have two performance obligations in arrangements involving the sale of hardware
products. The first performance obligation is to transfer the hardware product (which includes software integral to the functionality of
the hardware product). The second performance obligation is to provide assurance that the product complies with its agreed-upon
specifications and is free from defects in material and workmanship for a period of one to three years (i.e. assurance warranty). The
entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of delivery because the
customer obtains control of the product at that point in time. We have concluded that control generally transfers at that point in time
because the customer has title to the hardware, physical possession, and a present obligation to pay for the hardware. None of the
transaction price is allocated to the assurance warranty component, as we account for these product warranty costs in accordance with
Accounting Standards Codification (“ASC”) 460, Guarantees.
Software License Revenues — Our license arrangements grant customers the perpetual right to access and use the licensed
software products at the outset of an arrangement. Technical support and software updates are generally made available throughout the
term of the support agreement, which is generally one to three years. We account for these arrangements as two performance
obligations: (1) the software licenses, and (2) the related updates and technical support. The software license revenue is recognized
upon delivery of the license to the customer, while the software updates and technical support revenue is recognized over the term of
the support contract.
Subscription Revenues — Subscription revenues consist of fees received in consideration for providing customers access to one
or more of our software-as-a-service (“SaaS”) based solutions. These SaaS arrangements include access to our licensed software and, in
certain arrangements, use of various hardware devices over the contract term. These SaaS arrangements do not provide the customer the
right to take possession of the software supporting the subscription service, or if applicable, any hardware devices at any time during
the contract period, and as such are not considered separate performance obligations. Revenue is recognized ratably on a straight-line
basis over the term of the contract beginning when the service is made available to the customer. Subscription contract terms range
from month-to-month to six years in length and billed monthly or annually.
Professional Services Revenues — Professional services revenues consist primarily of programming customization services
performed relating to the integration of our software products with our customers other systems, such as HR systems. Professional
services contracts are generally billed on a time and materials basis and revenue is recognized as the services are performed.
33
Software Maintenance and Support Revenues — Support and maintenance contract revenues consist of the services provided to
support the specialized programming applications performed by our professional services group. Support and maintenance contracts are
typically billed at inception of the contract and recognized as revenue over the contract period, typically over a one or three year period.
Extended Hardware Warranties Revenues — Sales of our hardware products may also include optional extended hardware
warranties, which typically provide assurance that the product will continue function as initially intended. Extended hardware warranty
contracts are typically billed at inception of the contract and recognized as revenue over the respective contract period, typically over
one to two year periods after the expiration of the original assurance warranty.
Significant Judgments
Our contracts with customers often include promises to transfer multiple products and services to a customer. For such
arrangements, we allocate the transaction price to each performance obligation based on relative standalone selling price (“SSP”).
Judgment is required to determine the SSP for each distinct performance obligation in a contract. For the majority of items, we
estimate SSP using historical transaction data. We use a range of amounts to estimate SSP when we sell each of our products and
services separately and need to determine whether there is a discount to be allocated based on the relative SSP of the various products
and services. In instances where SSP is not directly observable, such as when the product or service is not sold separately, we determine
the SSPs using information that may include market conditions and other observable inputs. The determination of SSP is an ongoing
process and information is reviewed regularly in order to ensure SSPs reflect the most current information or trends.
Contract Balances
Amounts invoiced in advance of services being provided are accounted for as deferred revenue. The deferred revenue balance is
primarily related software maintenance contracts. Payment terms and conditions vary by contract type, although payment is typically
due within 30 to 90 days of contract inception. In instances where the timing of revenue recognition differs from the timing of
invoicing, we have determined our contracts do not include a significant financing component. The primary purpose of our invoicing
terms is to provide customers with simplified and predictable ways of purchasing our products and services, not to receive financing
from our customers.
Allowance for Doubtful Accounts
Our allowance for doubtful accounts is based on our assessment of the collectibility of customer accounts. We regularly review
our receivables that remain outstanding past their applicable payment terms and establish an allowance and potential write-offs by
considering factors such as historical experience, credit quality, age of the accounts receivable balances, and current economic
conditions that may affect a customer’s ability to pay. Although we expect to collect net amounts due as stated on the consolidated
balance sheets, actual collections may differ from these estimated amounts.
Inventory Valuation
Inventories are stated at the lower of cost (using average cost or standard cost, as applicable) or net realizable value (market). We
typically plan our production and inventory levels based on internal forecasts of customer demand, which can be highly unpredictable
and can fluctuate significantly. We regularly review inventory quantities on hand and record an estimated provision for excess
inventory based on judgment and assumptions involving an evaluation of technical obsolescence and our ability to sell based primarily
on historical sales patterns and expectations for future demand. Actual demand and market conditions may differ from the projections
utilized by management in establishing our inventory reserves. If we were to use different assumptions or utilize different estimates, the
amount and timing of our inventory write-downs could be materially different. Adverse changes in our inventory valuations could have
a material effect on our operating results and financial position.
34
Income Taxes
Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s
assessment of estimated current and future income taxes to be paid. We are subject to income taxes in the United States and in
numerous foreign jurisdictions. Significant judgments and estimates are required in determining the consolidated income tax expense,
deferred tax assets and liabilities and reserves for unrecognized tax benefits.
Deferred tax assets and liabilities arise from temporary differences between the tax basis of assets and liabilities and their
reported amounts in the financial statements, which are expected to result in taxable or deductible amounts in the future. In evaluating
our ability to recover our deferred tax assets within the jurisdiction from which they arise, for all material jurisdictions, we consider all
available positive and negative evidence, including scheduled reversals of deferred tax balances, projected future taxable income, tax-
planning strategies and results of recent operations. In projecting future taxable income, we begin with historical results and incorporate
assumptions about the amount of future state, federal and foreign pretax operating income adjusted for items that do not have tax
consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and
estimates we use to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider
three years of cumulative operating results.
As of December 31, 2020, we have federal and state income tax net operating loss (“NOL”) carryforwards of $185.8 million and
$70.6 million, respectively, which will expire at various dates.
We believe that it is more likely than not that the benefit from these NOL carryforwards will not be realized. Accordingly, we
have provided a full valuation allowance on any potential deferred tax assets relating to these state NOL carryforwards. If our
assumptions change and we determine we will be able to realize these NOLs, the tax benefits relating to any reversal of the valuation
allowance on deferred tax assets as of December 31, 2020, will be accounted for as a reduction of income tax expense.
The calculation of our tax liabilities involves evaluating uncertainties in the application of complex tax laws and regulations in a
multitude of jurisdictions across our global operations. ASC 740, Income Taxes (“ASC 740”) states that a tax benefit from an uncertain
tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including the
resolution of any related appeals or litigation processes, on the basis of the technical merits.
We record unrecognized tax benefits as liabilities in accordance with ASC 740 and adjust these liabilities when our judgment
changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these
uncertainties, the ultimate resolution may result in a tax payment that is materially different from our current estimate of the
unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in
which new information is made available.
We believe that none of the unrecognized tax benefits, excluding the associated interest and penalties, which are insignificant,
may be recognized by the end of 2021.
We consider the earnings of all our non-U.S. subsidiaries to be indefinitely invested outside the United States on the basis of
estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for
reinvestment of those subsidiary earnings. Should we decide to repatriate foreign earnings, we would need to adjust our income tax
provision in the period we determined that the earnings will no longer be indefinitely invested outside the United States.
35
Goodwill
Goodwill represents the excess of the aggregate of the fair value of consideration transferred in a business combination, over the
fair value of assets acquired, net of liabilities assumed. In accordance with ASC 350, Intangibles-Goodwill and Other, goodwill is not
amortized but is tested for impairment on an annual basis, in the fourth quarter, or whenever events or changes in circumstances
indicate that the carrying amount of these assets may not be recoverable. We perform an initial assessment of qualitative factors to
determine whether the existence of events and circumstances leads to a determination that it is more likely than not that the fair value of
a reporting unit is less than its carrying amount. In performing the qualitative assessment, we identify and consider the significance of
relevant key factors, events, and circumstances that affect the fair value of its reporting units. These factors include external factors
such as macroeconomic, industry, and market conditions, as well as entity-specific factors, such as actual and planned financial
performance. If, after assessing the totality of relevant events and circumstances, we determine that it is more likely than not that the
fair value of the reporting unit exceeds its carrying value and there is no indication of impairment, no further testing is performed;
however, if we conclude otherwise, then we will perform the quantitative impairment test which compares the estimated fair value of
the reporting unit to its carrying value, including goodwill. If the carrying amount of the reporting unit is in excess of its fair value, an
impairment loss would be recorded in the consolidated statement of comprehensive loss. The loss recognized cannot exceed the total
amount of goodwill allocated to that reporting unit.
Intangible Assets and Long-lived Assets
We evaluate our identifiable amortizable intangible assets and long-lived assets for impairment in accordance with ASC 360,
Property, Plant and Equipment, whenever events or changes in circumstances indicate that the carrying amount of such assets or
intangibles may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of
an asset to future net undiscounted cash flows expected to be generated by an asset group. If such asset groups are considered to be
impaired (i.e., if the sum of its estimated future undiscounted cash flows used to test for recoverability is less than its carrying value),
the impairment loss to be recognized is measured by the amount by which the carrying amount of the asset group exceeds the fair value
of the asset group. Intangible assets with definite lives are amortized using the straight-line method over the estimated useful lives of
the related assets.
Critical estimates in valuing intangible assets include, but are not limited to, future expected cash flows from customer
relationships, developed technology, and trademarks; and discount rates. Management estimates of fair value are based upon
assumptions believed to be reasonable, but which are inherently uncertain and unpredictable. Unanticipated events and circumstances
may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”)
assets, operating lease liabilities, and long-term operating lease liabilities on our consolidated balance sheets. Operating lease ROU
assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease
term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the
information available at the lease commencement date in determining the present value of future payments. The operating lease ROU
assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. Our lease terms may include
options to extend the lease when it is reasonably certain that they we will exercise that option. Lease expense for minimum lease
payments is recognized on a straight-line basis over the lease term. We have lease agreements with lease and non-lease components,
which is accounted for as a single lease component.
Stock-based Compensation
We recognize stock-based compensation expense for all share-based payment awards in accordance with ASC 718,
Compensation – Stock Compensation. Stock-based compensation expense for expected-to-vest awards is valued under the single-option
approach and amortized on a straight-line basis, net of estimated forfeitures. We utilize the Black Scholes pricing model in order to
determine the fair value of stock-based option awards. The Black Scholes pricing model requires various highly subjective assumptions
including volatility, expected option life, and risk-free interest rate. The assumptions used in calculating the fair value of share-based
payment awards represent management’s best estimates. These estimates involve inherent uncertainties and the application of
management judgment. If factors change and different assumptions are used, our stock-based compensation expense could be
materially different in the future. In addition, we are required to estimate the expected forfeiture rate and recognize expense only for
those expected-to-vest shares. If our actual forfeiture rate is materially different from our estimate, our recorded stock-based
compensation expense and operating results could be different.
36
Recent Accounting Pronouncements
See Note 2, Significant Accounting Policies and Recent Accounting Pronouncements, in the accompanying notes to our
consolidated financial statements in Item 8 of Part II of this Annual Report for a description of recent accounting pronouncements,
which is incorporated herein by reference.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
37
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2020 and 2019
Consolidated Statements of Stockholders’ Equity for the Years Ended December 31, 2020 and 2019
Consolidated Statements of Cash Flows for the Years Ended December 31, 2020 and 2019
Notes to Consolidated Financial Statements
Page
39
41
42
43
44
45
38
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Stockholders of Identiv, Inc.
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Identiv, Inc. (a Delaware Corporation) and its subsidiaries (the
“Company”) as of December 31, 2020 and 2019, and the related consolidated statements of comprehensive loss, stockholders’ equity,
and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the
“consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the
financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the
two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of
America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the
Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such
opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test
basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on
the accounts or disclosures to which it relates.
Inventory Valuation - Adjustments for Excess or Obsolete Inventories
As described in Notes 2 and 7 to the consolidated financial statements, the Company’s consolidated inventories balance was
$20.3 million as of December 31, 2020. The Company’s inventories are valued using standard cost, approximating average cost, and
are stated at the lower of cost or net realizable value. The Company adjusts the carrying value of inventories based on assumptions
about future demand, market conditions and technical obsolescence. If actual demand were to be substantially lower than estimated,
there could be a significant adverse impact on the carrying value of inventories and results of operations.
The principal considerations for our determination that performing procedures relating to net realizable value adjustments to inventories
is a critical audit matter are the significant amount of judgment by management in developing the assumptions of the forecasted product
demand, which in turn lead to significant audit judgment, subjectivity, and effort in performing audit procedures and evaluating audit
evidence relating to the forecasted product demand. Additionally, for newer products there may be limited historical data with which to
evaluate forecasts.
39
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on
the consolidated financial statements. These procedures included, among others, testing management’s process for developing the
valuation allowance for excess and obsolete inventory, testing the completeness and accuracy of the underlying data used in the
estimate, and evaluating management’s assumptions of forecasted product demand. Evaluating management’s forecasted product
demand for reasonableness involved considering historical sales by product, comparing prior period estimates to actual results of the
same period, and determining whether the demand forecast used was consistent with evidence obtained in other areas of the audit.
/s/ BPM LLP
We have served as the Company’s auditor since 2015.
San Jose, California
March 12, 2021
40
IDENTIV, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value)
Current assets:
ASSETS
Cash and cash equivalents
Accounts receivable, net of allowances of $178 and $299 as of December 31, 2020
and 2019, respectively
Inventories
Prepaid expenses and other current assets
Total current assets
Property and equipment, net
Operating lease right-of-use assets
Intangible assets, net
Goodwill
Other assets
Total assets
Current liabilities:
LIABILITIES AND STOCKHOLDERS´ EQUITY
Accounts payable
Current portion - contractual payment obligation
Current portion - financial liabilities, net of debt issuance costs of $59
and $41 as of December 31, 2020 and 2019, respectively
Operating lease liabilities
Deferred revenue
Accrued compensation and related benefits
Other accrued expenses and liabilities
Total current liabilities
Long-term contractual payment obligation
Long-term operating lease liabilities
Long-term deferred revenue
Other long-term liabilities
Total liabilities
Commitments and contingencies (see Note 18)
Stockholders´ equity:
Stockholders' equity:
Series B preferred stock, $0.001 par value: 5,000 shares authorized; 5,000 shares issued and
outstanding as of December 31, 2020 and 2019, respectively
Common stock, $0.001 par value: 50,000 shares authorized; 19,450 and 18,209 shares
issued and 18,055 and 16,986 shares outstanding as of December 31, 2020 and
2019, respectively
Additional paid-in capital
Treasury stock 1,395 and 1,223 shares as of December 31, 2020 and 2019, respectively
Accumulated deficit
Accumulated other comprehensive income
Total stockholders' equity
Total liabilities and stockholders´ equity
$
$
$
December 31,
2020
2019
$
11,409 $
18,927
20,296
2,813
53,445
2,827
3,405
7,563
10,266
1,171
78,677 $
10,964 $
1,040
20,084
1,279
1,981
2,985
3,240
41,573
—
2,272
385
258
44,488
9,383
18,363
16,145
2,292
46,183
2,042
4,629
10,104
10,238
1,122
74,318
8,799
1,311
14,189
1,814
2,193
1,671
4,498
34,475
360
3,013
640
364
38,852
5
5
19
452,129
(9,933)
(410,609)
2,578
34,189
78,677 $
18
447,965
(9,043)
(405,504)
2,025
35,466
74,318
The accompanying notes are an integral part of these consolidated financial statements.
41
IDENTIV, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(In thousands, except per share data)
Net revenue
Cost of revenue
Gross profit
Operating expenses:
Research and development
Selling and marketing
General and administrative
Increase (decrease) in fair value of earnout liability
Restructuring and severance
Total operating expenses
Loss from operations
Non-operating income (expense):
Interest expense, net
Gain on sale of investment
Foreign currency gains (losses), net
Loss before income tax provision
Income tax provision
Net loss
Other comprehensive loss:
Foreign currency translation adjustment
Liquidation of subsidiary with noncontrolling interest
Comprehensive loss
Net loss per common share:
Basic
Diluted
Weighted average common shares outstanding, basic and diluted:
Year Ended December 31,
2019
2020
$
86,920
53,239
33,681
9,781
17,270
8,623
(261)
1,716
37,129
(3,448)
(1,462)
—
(122)
(5,032)
(73)
(5,105)
553
—
(4,552) $
(0.34) $
(0.34) $
17,978
83,755
47,101
36,654
8,616
18,138
9,445
550
14
36,763
(109)
(917)
142
59
(825)
(326)
(1,151)
(151)
(33)
(1,335)
(0.13)
(0.13)
16,984
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
42
IDENTIV, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except par value)
Series B Preferred Stock
Common Stock
Year ended December 31, 2019
Additional
Paid-in
Treasury
Accumulated
Accumulated
Other
Comprehensive
Noncontrolling
Shares
Amount
Amount
Capital
Stock
Income
Interest
5,000 $
—
Shares
5 15,967 $
—
—
17 $ 444,145 $ (8,153) $
—
—
—
Deficit
(404,353) $
(1,151)
2,209 $
—
(170) $
—
33,700
(1,151)
Total
Equity
—
—
—
—
—
—
—
(151)
—
(151)
—
—
419
1
1,634
—
—
—
—
1,635
—
—
859
—
—
—
—
—
—
—
—
—
—
—
13
2,650
—
—
—
—
—
—
—
—
—
—
—
—
13
2,650
—
—
(176)
—
—
(890)
—
—
—
(890)
—
—
10
—
—
—
—
—
—
—
—
—
(93)
—
(340)
—
—
—
—
(340)
—
5,000 $
—
—
5 16,986 $
—
—
(137)
18 $ 447,965 $ (9,043) $
—
(405,504) $
(33)
2,025 $
170
— $
—
35,466
Series B Preferred Stock
Common Stock
Shares
Amount
5,000 $
—
5
—
Shares
16,986 $
—
Amount
Year ended December 31, 2020
Additional
Paid-in
Capital
Treasury
Stock
Accumulated
Deficit
Accumulated
Other
Comprehensive
Income
Total
Equity
18 $
—
447,965 $
—
(9,043) $
—
(405,504) $
(5,105)
2,025 $
—
35,466
(5,105)
—
—
—
—
—
—
—
553
553
—
—
632
—
—
—
—
—
—
—
3
—
—
—
13
3,027
—
—
—
—
—
—
—
—
—
13
3,027
—
—
(172)
—
—
(890)
—
—
(890)
—
—
157
—
489
—
—
—
62
—
304
—
—
—
—
—
489
304
—
5,000 $
—
5
387
—
18,055 $
1
—
19 $
(1)
332
452,129 $
—
(9,933) $
—
(410,609) $
—
2,578 $
332
34,189
The accompanying notes are an integral part of these consolidated financial statements.
43
Balances December 31, 2018
Net loss
Unrealized loss from foreign
currency translation
adjustments
Issuance of common stock in
connection with acquisition
of business
Issuance of common stock in
connection with vesting of
stock awards
Proceeds of exercise of
stock options
Stock-based compensation
Shares withheld in payment of
taxes in connection with net
share settlement of restricted
stock units
Issuance of common stock in
connection with warrant
exercise
Cancellation of holdback
shares in connection
with acquisition
Liquidation of subsidiary with
noncontrolling interest
Balances, December 31, 2019
Balances December 31, 2019
Net loss
Unrealized income from foreign
currency translation
adjustments
Issuance of common stock in
connection with vesting of
stock awards
Proceeds of exercise of
stock options
Stock-based compensation
Shares withheld in payment of
taxes in connection with net
share settlement of
restricted stock units
Issuance of common stock in
connection with Viscount
Earnout
Issuance of shares to
non-employees
Issuance of common stock in
connection with warrant
exercise
Issuance of warrants
Balances, December 31, 2020
IDENTIV, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Cash flows used in operating activities:
Net loss
Adjustments to reconcile net loss to net cash provided by (used in)
operating activities:
Depreciation and amortization
Accretion of interest on contractual payment obligation
Amortization of debt issuance costs
Stock-based compensation expense
Impairment of right-of-use operating lease asset
Increase (decrease) in fair value of earnout liability
Changes in operating assets and liabilities:
Accounts receivable
Inventories
Prepaid expenses and other assets
Accounts payable
Contractual payment obligation liability
Deferred revenue
Accrued expenses and other liabilities
Net cash provided by (used in) operating activities
Cash flows from investing activities:
Capital expenditures
Purchase of unsecured convertible notes
Acquisition of business, net of cash acquired
Proceeds on sale of investment
Net cash used in investing activities
Cash flows from financing activities:
Borrowings under revolving loan facility, net of issuance costs
Repayments under revolving loan facility
Borrowings under East West Bank term loan
Repayments under East West Bank term loan
Repayments of notes payable
Proceeds from April 21 Funds promissory notes
Repayments of April 21 Funds promissory notes
Proceeds from Paycheck Protection Program promissory note
Taxes paid related to net share settlement of restricted stock units
Proceeds from exercise of stock options
Net cash provided by (used in) financing activities
Effect of exchange rates on cash
Net increase (decrease) in cash
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Supplemental Disclosures of Cash Flow Information:
Interest paid
Taxes paid, net
Non-cash investing and financing activities:
Common stock issued to settle vendor liability
Common stock issued to settle earnout liability
Fair value of warrants issued in connection with financial liabilities
Dividends earned on Series B preferred stock
Cancellation of holdback shares in connection with acquisition
Liquidation of subsidiary with noncontrolling interest
Common stock issued for acquisition of businesses
Year Ended December 31,
2019
2020
$
(5,105) $
(1,151)
3,313
139
497
3,027
1,294
(261)
(591)
(4,105)
(570)
2,455
(770)
(467)
(622)
(1,766)
(1,564)
—
—
—
(1,564)
3,362
(3,347)
4,500
(4,500)
—
4,000
(1,200)
2,915
(890)
13
4,853
503
2,026
9,383
11,409 $
945 $
112 $
304 $
489 $
332 $
1,094 $
— $
— $
— $
3,583
53
52
2,650
—
550
(2,754)
(2,278)
569
2,756
(1,267)
(11)
(2,325)
427
(289)
(50)
(1,287)
142
(1,484)
6,260
(3,610)
—
—
(2,000)
—
—
—
(890)
13
(227)
(199)
(1,483)
10,866
9,383
857
220
—
—
—
1,042
340
170
1,635
$
$
$
$
$
$
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
44
IDENTIV, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business
Description of Business — Identiv, Inc. and its wholly owned subsidiaries (the “Company”) is a global security technology
company provider of secure identification and physical security solutions that secure things, data and physical places. Global
organizations in the mobility, consumer, government, healthcare, education and other markets rely upon the Company’s solutions. The
Company’s solutions allow its customers to create safe, secure, validated and convenient experiences in their interaction with physical
things around them and physical places like schools, government offices, factories, transportation, hospitals and other types of facilities.
The Company’s corporate headquarters are in Fremont, California. The Company maintains research and development facilities in
California, and Chennai, India and local operations and sales facilities in Germany, Hong Kong, Japan, Singapore, Canada, and the
United States. The Company was founded in 1990 in Munich, Germany and was incorporated in 1996 under the laws of the State of
Delaware.
2. Significant Accounting Policies and Recent Accounting Pronouncements
Principles of Consolidation — The accompanying consolidated financial statements include the accounts of the Company and its
wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Reclassifications — Certain reclassifications have been made to the fiscal year 2019 financial statements to conform to the fiscal
year 2020 presentation. The reclassifications had no impact on net loss, total assets, total liabilities, or stockholders’ equity.
Use of Estimates — The preparation of consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent liabilities as of the date of the consolidated financial statements
and the reported amounts of revenue and expenses during the reporting period. The Company believes judgment is involved in
determining revenue recognition; the acquisition-date fair value of intangible assets; the fair value of contingent consideration
associated with acquisitions; the recoverability of long-lived assets; impairment of goodwill and intangible assets; stock-based
compensation expense; and income tax uncertainties. The Company bases these estimates on historical and anticipated results, trends,
and various other assumptions that the Company believes are reasonable under the circumstances, including assumptions as to future
events. Actual results could differ materially from those estimates and assumptions.
Concentration of Credit Risk — No customer accounted for 10% or more of net revenue for the years ended December 31, 2020
or 2019, respectively. No customer accounted for 10% or more of the Company’s accounts receivable balance as of December 31, 2020
or 2019. The Company does not require collateral or other security to support accounts receivable. To reduce risk, the Company’s
management performs ongoing credit evaluations of its customers’ financial condition. The Company maintains allowances for
potential credit losses in its consolidated financial statements.
Allowance for Doubtful Accounts — The allowance for doubtful accounts is based on the Company’s assessment of the
collectibility of customer accounts. The Company regularly reviews its receivables that remain outstanding past their applicable
payment terms and establishes an allowance and potential write-offs by considering factors such as historical experience, credit quality,
age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Although the
Company expects to collect net amounts due as stated on the consolidated balance sheets, actual collections may differ from these
estimated amounts.
Inventories — Inventories are stated at the lower of cost (using average cost or standard cost, as applicable) or net realizable
value (market). Inventory is written down for excess inventory, technical obsolescence and the inability to sell based primarily on
historical sales and expectations for future use. The Company operates in an industry characterized by technological change. The
planning of production and inventory levels is based on internal forecasts of customer demand, which are highly unpredictable and can
fluctuate substantially. Should the demand for the Company’s products prove to be significantly less than anticipated, the ultimate
realizable value of the Company’s inventory could be substantially less than amounts in the consolidated balance sheets. Once
inventory has been written down below cost, it is not subsequently written up.
Property and Equipment — Property and equipment are stated at cost less accumulated depreciation. Depreciation and
amortization are computed using the straight-line method over estimated useful lives of three to ten years for furniture, fixture and
office equipment, five to seven years for machinery, five years for automobiles and three years for computer software. Leasehold
improvements are amortized over the shorter of the lease term or their estimated useful life.
45
Business Combinations — The tangible and identifiable intangible assets acquired and liabilities assumed in a business
combination are recorded based on their estimated fair values as of the business combination date, including identifiable intangible
assets, which either arise from a contractual or legal right or are separable from goodwill. The Company bases the estimated fair value
of identifiable intangible assets acquired in a business combination on independent valuations that use information and assumptions
provided by management, which consider management’s estimates of inputs and assumptions that a market participant would use. Any
excess purchase price over the estimated fair value assigned to the net tangible and identifiable intangible assets acquired and liabilities
assumed is recorded to goodwill. The use of alternative valuation assumptions, including estimated revenue projections, growth rates,
cash flows, discount rates, estimated useful lives and probabilities surrounding the achievement of contingent milestones could result in
different purchase price allocations and amortization expense in current and future periods.
In circumstances where an acquisition involves a contingent consideration arrangement that meets the definition of a liability
under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities
from Equity, the Company recognizes a liability equal to the fair value of the contingent payments the Company expects to make as of
the acquisition date. The Company remeasures this liability each reporting period and records changes in the fair value as a component
of operating expenses.
Transaction costs associated with acquisitions are expensed as incurred in general and administrative expenses. Results of
operations and cash flows of acquired companies are included in the Company’s operating results from the date of acquisition.
Intangible Assets — Amortizable intangible assets include trademarks, developed technology and customer relationships
acquired as part of business combinations. Intangible assets subject to amortization are amortized using the straight-line method over
their estimated useful lives ranging from four to twelve years and are reviewed for impairment.
Goodwill — Goodwill represents the excess of the aggregate of the fair value of consideration transferred in a business
combination, over the fair value of assets acquired, net of liabilities assumed. In accordance with ASC 350, Intangibles-Goodwill and
Other (“ASC 350”), goodwill is not amortized but is tested for impairment on an annual basis, in the fourth quarter, or whenever events
or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. In testing for goodwill
impairment, the Company compares the fair value of its reporting unit to its carrying value including the goodwill of that unit. If the
carrying value, including goodwill, exceeds the reporting unit’s fair value, the Company will recognize an impairment loss for the
amount by which the carrying amount exceeds the reporting unit’s fair value. The loss recognized cannot exceed the total amount of
goodwill allocated to that reporting unit.
Long-Lived Assets — The Company reviews long-lived assets for impairment whenever events or changes in circumstances
indicate that the carrying amount of the assets may not be recoverable. An impairment loss is recognized when the total estimated
future undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount.
Impairment, if any, is assessed using discounted cash flows or other appropriate measures of fair value. There were no impairment
losses recorded during the years ended December 31, 2020 or 2019.
Leases — The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease
right-of-use (“ROU”) assets, operating lease liabilities, and long-term operating lease liabilities on the Company’s consolidated balance
sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum
lease payments over the lease term at commencement date. As most of the Company’s leases do not provide an implicit rate, the
Company uses its incremental borrowing rate based on the information available at the lease commencement date in determining the
present value of future payments. The operating lease ROU assets also include any lease payments made and exclude lease incentives
and initial direct costs incurred. The Company’s lease terms may include options to extend the lease when it is reasonably certain that
the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease
term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component.
Freight Costs — The Company reflects the cost of shipping its products to customers as a cost of revenue. Reimbursements
received from customers for freight costs are recognized as product revenue.
46
Research and Development — Costs to research, design, and develop the Company’s products are expensed as incurred and
consist primarily of employee compensation, external contractor costs, and fees for the development of prototype products. Software
development costs are capitalized beginning when a product’s technological feasibility has been established and ending when a product
is available for general release to customers. Generally, the Company’s products are released soon after technological feasibility has
been established. Costs incurred subsequent to achieving technological feasibility have not been significant and generally have been
expensed as incurred. As of December 31, 2020 and 2019, the net amount of capitalized software development costs were $280,000
and $318,000, respectively, and are included in other current and long term assets in the accompanying consolidated balance sheets. No
software development costs were capitalized in 2020 or 2019.
The Company capitalizes certain costs for its internal-use software incurred during the application development stage. Costs
related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized
on a straight line basis over its estimated useful life, generally three years. The estimated useful life is determined based on
management’s judgment on how long the core technology and functionality serves internal needs and the customer base. Management
evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances
occur that could impact the recoverability of these assets. The Company recorded amortization expense related to software
development costs of $78,000 and $235,000 for the years ended December 31, 2020 and 2019, respectively.
Advertising Costs — The Company expenses advertising costs as incurred. Advertising costs were not significant for the years
ended December 31, 2020 and 2019.
Stock-based Compensation — The Company accounts for all stock-based payment awards, including employee stock options,
restricted stock awards, and performance share units in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”).
Under the fair value recognition provisions of ASC 718, stock-based compensation cost is measured at the grant date based on the fair
value of the award. Compensation expense for all stock-based payment awards is recognized using the straight-line single-option
approach. Employee stock options awards are valued under the single-option approach and amortized on a straight-line basis, net of
estimated forfeitures. The value of the portion of the stock option award that is ultimately expected to vest is recognized as expense
over the requisite service periods in the Company’s consolidated statements of comprehensive loss. See Note 12, Stock-Based
Compensation, for further information regarding the Company’s stock-based compensation assumptions and expenses.
The Company has elected to use the Black Scholes pricing model to estimate the fair value of its stock options, which
incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the
fair value of stock option awards. Since the Company has been publicly traded for many years, it utilizes its own historical volatility in
valuing its stock option grants. The expected life of an award is based on historical experience, the terms and conditions of the stock
awards granted to employees, as well as the potential effect from options that have not been exercised at the time. The assumptions
used in calculating the fair value of stock-based payment awards represent management’s estimates. These estimates involve inherent
uncertainties and the application of management’s judgment. If factors change and the Company uses different assumptions, its stock-
based compensation expense could be materially different in the future. In addition, the Company estimates the expected forfeiture rate
and recognizes expense only for those awards which are ultimately expected-to-vest shares. If the actual forfeiture rate is materially
different from the Company’s estimate, the recorded stock-based compensation expense could be different. ASC 718 requires
forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those
estimates.
Income Taxes — The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”), which
requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred income taxes reflect the
recognition of future tax consequences of events that have been recognized in the Company’s financial statements or tax returns. The
carrying value of net deferred tax assets reflects that the Company has been unable to generate sufficient taxable income in certain tax
jurisdictions. A valuation allowance is provided to reduce the deferred tax asset to an amount that is more likely than not to be realized.
The deferred tax assets are still available for the Company to use in the future to offset taxable income, which would result in the
recognition of a tax benefit and a reduction in the Company’s effective tax rate. Actual operating results and the underlying amount and
category of income in future years could render the Company’s current assumptions, judgments and estimates of the realizability of
deferred tax assets inaccurate, which could have a material impact on its financial position or results of operations.
The Company accounts for uncertain tax positions in accordance with ASC 740, which 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 derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. Such changes
in recognition or measurement might result in the recognition of a tax benefit or an additional charge to the tax provision in the period.
47
The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the
accompanying consolidated statement of comprehensive loss. Accrued interest and penalties are included within the related tax liability
line in the consolidated balance sheets. See Note 10, Income Taxes, for further information regarding the Company’s tax disclosures.
Net Loss Per Share — Basic net loss per share is based upon the weighted average number of common shares outstanding during
the period. Diluted net loss per share is based upon the weighted average number of common shares and dilutive-potential common
share equivalents outstanding during the period, if applicable. Dilutive-potential common share equivalents are excluded from the
computation of net loss per share in the loss periods, as their effect would be antidilutive. As the Company has incurred losses from
operations during each of the last two fiscal years, shares issuable pursuant to equity awards are excluded from the computation of
diluted net loss per share in the accompanying consolidated statements of comprehensive loss, as their effect is anti-dilutive.
Comprehensive Loss — Comprehensive loss for the years ended December 31, 2020 and 2019 has been disclosed within the
consolidated statements of comprehensive loss. Other accumulated comprehensive loss includes net foreign currency translation
adjustments, which are excluded from consolidated net loss.
Foreign Currency Translation and Transactions — The functional currencies of the Company’s foreign subsidiaries are the local
currencies, except for the Singapore subsidiary, which uses the U.S. dollar as its functional currency. For those subsidiaries whose
functional currency is the local currency, the Company translates assets and liabilities to U.S. dollars using period-end exchange rates
and translates revenues and expenses using average exchange rates during the period. Exchange gains and losses arising from
translation of foreign entity financial statements are included as a component of other comprehensive loss and gains and losses from
transactions denominated in currencies other than the functional currency of the Company are included in the Company’s consolidated
statements of comprehensive loss. The Company recognized net currency losses of $0.1 million in 2020, and net gains of $0.1 million
in 2019.
Recent Accounting Pronouncements
From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that the Company
adopts as of the specified effective date. Unless otherwise discussed, the Company does not believe that the impact of recently issued
standards that are not yet effective will have a material impact on its financial position or results of operations upon adoption.
In June 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments-Credit Losses
(326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires measurement and recognition of
expected credit losses for financial assets held at the reporting date based on external information, or a combination of both relating to
past events, current conditions, and reasonable and supportable forecasts. ASU 2016-13 replaces the existing incurred loss impairment
model with a forward-looking expected credit loss model which will result in earlier recognition of credit losses. Subsequent to the
issuance of ASU 2016-13, the FASB issued ASU 2018-19, Codification Improvement to Topic 326, Financial Instruments – Credit
Losses, ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments – Credit Losses, Topic 815, Derivatives and
Hedging, and Topic 825, Financial Instruments, ASU 2019-05, Financial Instruments Credit Losses (Topic 326) Targeted Transition
Relief, ASU 2016-13, the FASB issued ASU 2019-10 Financial Instruments-Credit Losses (Topic 326), Derivatives and Hedging
(Topic 815), and Leases (Topic 842), and ASU 2019-11 Codification Improvements to Topic 326, Financial Instruments-Credit
Losses. The subsequent ASUs do not change the core principle of the guidance in ASU 2016-13. Instead these amendments are
intended to clarify and improve operability of certain topics included within ASU 2016-13.
Additionally, ASU No. 2019-10 defers the effective date for the adoption of the new standard on credit losses for public filers that
are considered small reporting companies as defined by the SEC to fiscal years beginning after December 15, 2022, including interim
periods within those fiscal years, which will be fiscal 2023 for the Company if it continues to be classified as a SRC. In February 2020,
the FASB issued ASU 2020-02, which provides guidance regarding methodologies, documentation, and internal controls related to
expected credit losses. The subsequent amendments will have the same effective date and transition requirements as ASU No. 2016-
13. Early adoption is permitted. Topic 326 requires a modified retrospective approach by recording a cumulative-effect adjustment to
retained earnings as of the beginning of the period of adoption. While the Company is currently evaluating the impact of Topic 326,
Company does not expect the adoption of the ASU to have a material impact on its consolidated financial statements.
In December 2019, FASB issued ASU 2019-12, Income Taxes (740), Simplifying the Accounting for Income Taxes (“ASU 2019-
12”), which simplifies the accounting for incomes taxes by removing certain exceptions to the general principles in Topic 740 and
amending existing guidance to improve consistent application. ASU 2019-12 is effective for fiscal years, and interim periods within
those years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact this
standard will have on its consolidated financial statements.
48
3. Revenue
Revenue Recognition
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the
consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can
include various combinations of its products, software licenses, and services, which are generally capable of being distinct and
accounted for as separate performance obligations. For contracts with multiple performance obligations, the Company allocates the
transaction price of the contract to each performance obligation, generally on a relative basis using its standalone selling price. The
stated contract value is generally the transaction price to be allocated to the separate performance obligations. Revenue is recognized
net of any taxes collected from customers that are subsequently remitted to governmental authorities.
Nature of Products and Services
The Company derives revenues from sales of hardware products, software licenses, subscriptions, professional services, software
maintenance and support, and extended hardware warranties.
Hardware Product Revenues — The Company generally has two performance obligations in arrangements involving the sale of
hardware products. The first performance obligation is to transfer the hardware product (which includes software integral to the
functionality of the hardware product). The second performance obligation is to provide assurance that the product complies with its
agreed-upon specifications and is free from defects in material and workmanship for a period of one to three years (i.e. assurance
warranty). The entire transaction price is allocated to the hardware product and is generally recognized as revenue at the time of
delivery because the customer obtains control of the product at that point in time. The Company has concluded that control generally
transfers at that point in time because the customer has title to the hardware, physical possession, and a present obligation to pay for the
hardware. None of the transaction price is allocated to the assurance warranty component, as the Company accounts for these product
warranty costs in accordance with ASC 460, Guarantees.
Software License Revenues — The Company’s license arrangements grant customers the perpetual right to access and use the
licensed software products at the outset of an arrangement. Technical support and software updates are generally made available
throughout the term of the support agreement, which is generally one to three years. The Company accounts for these arrangements as
two performance obligations: (1) the software licenses, and (2) the related updates and technical support. The software license revenue
is recognized upon delivery of the license to the customer, while the software updates and technical support is recognized over the term
of the support contract.
Subscription Revenues — Subscription revenues consist of fees received in consideration for providing customers access to one
or more of the Company’s software-as-a-service (“SaaS”) based solutions. These SaaS arrangements include access to the Company’s
licensed software and, in certain arrangements, use of various hardware devices over the contract term. These SaaS arrangements do
not provide the customer the right to take possession of the software supporting the subscription service, or if applicable, any hardware
devices at any time during the contract period, and as such are not considered separate performance obligations. Revenue is recognized
ratably on a straight-line basis over the term of the contract beginning when the service is made available to the customer. Subscription
contract terms range from month-to-month to six years in length and billed monthly or annually.
Professional Services Revenues — Professional services revenues consist primarily of programming customization services
performed relating to the integration of the Company’s software products with the customers other systems, such as HR systems.
Professional services contracts are generally billed on a time and materials basis and revenue is recognized as the services are
performed.
Software Maintenance and Support Revenues — Support and maintenance contract revenues consist of the services provided to
support the specialized programming applications performed by the Company’s professional services group. Support and maintenance
contracts are typically billed at inception of the contract and recognized as revenue over the contract period, typically over a one or
three year period.
49
Extended Hardware Warranties Revenues — Sales of the Company’s hardware products may also include optional extended
hardware warranties, which typically provide assurance that the product will continue function as initially intended. Extended hardware
warranty contracts are typically billed at inception of the contract and recognized as revenue over the respective contract period,
typically over one to two year periods after the expiration of the original assurance warranty.
When Performance Obligation is
When Payment is
Performance
Obligation
Hardware products
Software licenses
Subscriptions
Professional services
Typically Satisfied
When customer obtains control of the
product (point-in-time)
When license is delivered to
customer or made available for
download, and the applicable license
period has begun (point-in-time)
Ratably over the course of the
subscription term (over time)
As services are performed and/or
when contract is fulfilled (point-in-
time)
Software maintenance
and support services
Ratably over the course of the
support contract (over time)
Extended hardware
warranties
Ratably over the course of the
support contract (over time)
Significant Judgments
Typically Due
Within 30-60 days of
shipment
Within 30-60 days of
the beginning of license
period
In advance of
subscription term
How Standalone Selling Price is
Typically Estimated
Observable in transactions without multiple
performance obligations
Established pricing practices for software
licenses bundled with software
maintenance, which are separately
observable in renewal transactions
Contractually stated or list price
Within 30-60 days of
delivery
Observable in transactions without multiple
performance obligations
Within 30-60 days of
the beginning of the
contract period
Within 30-60 days of
the beginning of the
contract period
Observable in renewal transactions
Observable in renewal transactions
The Company’s contracts with customers often include promises to transfer multiple products and services to a customer. For
such arrangements, the Company allocates the transaction price to each performance obligation based on its relative standalone selling
price (“SSP”).
Judgment is required to determine the SSP for each distinct performance obligation in a contract. For the majority of items, the
Company estimates SSP using historical transaction data. The Company uses a range of amounts to estimate SSP when it sells each of
the products and services separately and needs to determine whether there is a discount to be allocated based on the relative SSP of the
various products and services. In instances where SSP is not directly observable, such as when the product or service is not sold
separately, the Company determines the SSP using information that may include market conditions and other observable inputs. The
determination of SSP is an ongoing process and information is reviewed regularly in order to ensure SSPs reflect current information or
trends.
Disaggregation of Revenues
The Company disaggregates revenue from contracts with customers based on the timing of transfer of goods or services to
customers (point-in-time or over time) and geographic region based on the shipping location of the customer. The geographic regions
that are tracked are the Americas, Europe and the Middle East, and Asia-Pacific regions.
Total net sales based on the disaggregation criteria described above are as follows (in thousands):
Year Ended December 31,
2020
2019
Americas
Europe and the Middle East
Asia-Pacific
Total
$
$
Point-in-
Time
$
Over Time
3,811
373
—
4,184
$
54,491
9,124
19,121
82,736
Total
58,302
9,497
19,121
86,920
$
$
Point-in-
Time
Over Time
Total
56,461 $
11,078
10,973
78,512 $
4,904 $
339
—
5,243 $
61,365
11,417
10,973
83,755
$
$
50
Contract Balances
Amounts invoiced in advance of services being provided are accounted for as deferred revenue. Nearly all of the Company’s
deferred revenue balance is related software maintenance contracts. Payment terms and conditions vary by contract type, although
payment is typically due within 30 to 90 days of contract inception. In instances where the timing of revenue recognition differs from
the timing of invoicing, the Company has determined its contracts do not include a significant financing component. The primary
purpose of the Company’s invoicing terms is to provide customers with simplified and predictable ways of purchasing the Company’s
products and services, not to receive financing from its customers.
Changes in deferred revenue during the years ended December 31, 2020 and 2019 were as follows (in thousands):
Deferred revenue, beginning of period
Deferral of revenue billed in current period, net of recognition
Recognition of revenue deferred in prior periods
Deferred revenue as, end of period
Unsatisfied Performance Obligations
Year Ended December 31,
2019
2020
$
$
2,833
1,591
(2,058)
2,366
$
$
2,810
2,149
(2,126)
2,833
Revenue expected to be recognized in future periods related to remaining performance obligations, excluding revenue pertaining
to contracts that have an original expected duration of one year or less, and contracts where revenue is recognized as invoiced, was
approximately $0.9 million as of December 31, 2020. Since the Company typically invoices customers at contract inception, this
amount is included in the deferred revenue balance. As of December 31, 2020, the Company expects to recognize
approximately 62% of the revenue related to these unsatisfied performance obligations during 2021, 26% during 2022,
and 12% thereafter.
Assets Recognized from the Costs to Obtain a Contract with a Customer
The Company recognizes an asset for the incremental costs of obtaining a contract with a customer if it expects the benefit of
those costs to be longer than one year. The Company has determined that certain sales incentive programs (i.e. commissions) meet the
requirements to be capitalized. Capitalized incremental costs related to contracts are amortized over the respective contract periods. For
the years ended December 31, 2020 and 2019, total capitalized costs to obtain contracts were immaterial.
Practical Expedients
The Company has elected the following practical expedients in accordance with ASC 606, Revenue from Contracts with
Customers:
•
•
•
•
The Company expenses costs as incurred for costs to obtain a contract when the amortization period would have been one
year or less. These costs include internal sales force compensation programs and certain partner sales incentive programs as
the Company has determined annual compensation is commensurate with annual sales activities.
The Company generally expenses sales commissions when incurred because the amortization period would have been one
year or less. These costs are recorded within selling and marketing expense.
The Company does not disclose the value of unsatisfied performance obligations for contracts with an original expected
length of one year or less.
The Company does not consider the time value of money for contracts with original durations of one year or less.
51
4. Business Combinations
Viscount Systems, Inc.
On January 2, 2019, the Company completed the purchase of substantially all the assets of the Freedom, Liberty, and
Enterphone™ MESH products and services of Viscount Systems, Inc. (“Viscount”) and the assumption of certain liabilities (the “Asset
Purchase”). Under the terms of the purchase agreement, the Company was obligated to pay at closing aggregate consideration of $2.9
million consisting of:
(i)
payment in cash of approximately $1.3 million, and
(ii)
the issuance of 419,288 shares of the Company’s common stock with a value of approximately $1.6 million.
An aggregate of approximately 31,447 shares of the Company’s common stock issuable at the closing of the transaction were
held back for 12 months following the closing for the satisfaction of certain indemnification claims. In the first quarter of 2020, the
Company released the 31,447 holdback shares as the indemnification claims were satisfied.
Additionally, in the event that revenue from the assets purchased under the agreement in 2019 was greater than certain specified
revenue targets, the Company would have been obligated to issue earnout consideration of up to a maximum of $3.5 million payable in
shares of the Company’s common stock, subject to certain conditions. In the event that such revenue targets were not met in 2019, but
2020 revenue from the assets purchased exceeded certain higher targets for 2020, then the Company would have been obligated to issue
up to a maximum of $2.25 million in earnout consideration in the form of common stock. The maximum total earnout consideration
liability for all periods was $3.5 million in the aggregate, payable in the Company’s common stock. As of December 31, 2019,
management had assessed the probability of the issuance of shares related to the earnout consideration and determined its fair value to
be $750,000. In the first quarter of 2020, the Company and the sellers of the assets acquired from Viscount reached agreement that
certain of the 2019 revenue targets were achieved. In the second quarter of 2020, the Company issued to the sellers earnout
consideration consisting of 157,233 shares of its common stock with a fair value of approximately $489,000. The Company recognized
a reduction in earnout consideration expense of $261,000 in the statements of comprehensive loss during the year ended December 31,
2020, representing the settlement date fair value of the shares issued and the recorded earnout liability. Such earnout targets were not
achieved in 2020. Accordingly, no value was ascribed to the earnout as of December 31, 2020.
Assets acquired and liabilities assumed were recorded based on valuations derived from estimated fair value assessments and
assumptions used by the Company. The following table summarizes the fair values of assets acquired and liabilities assumed at the date
of acquisition (in thousands):
Accounts receivable
Inventory
Prepaid expenses and other current assets
Property and equipment
Operating lease ROU assets
Trademarks
Customer relationships
Developed technology
Total identifiable assets acquired
Accounts payable
Operating lease liabilities
Accrued expenses and liabilities
Deferred revenue
Earnout consideration liability
Other current liabilities
Long-term operating lease liabilities
Total liabilities assumed
Net identifiable assets acquired
Goodwill
Net purchase price
52
$
$
636
249
29
190
550
160
710
800
3,324
(372)
(61)
(120)
(34)
(200)
(326)
(489)
(1,602)
1,722
1,200
2,922
Acquisition related intangibles included in the above table are finite-lived and are being amortized on a straight-line basis over
their estimated lives, which approximates the pattern in which the economic benefits of the intangible assets are expected to be realized,
as follows (in thousands):
Trademarks
Customer relationships
Developed technology
Gross Purchased
Intangible
Assets
Estimated Useful
Life
(in Years)
$
$
160
710
800
1,670
5
10
10
Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The
acquisition resulted in $1.2 million of goodwill. With the addition of Viscount’s products and services, the Company believes this
goodwill largely reflects the expansion of its Premises offerings with advanced, complementary solutions for the commercial and small-
and medium-sized business markets, leveraging Freedom’s IT-centric software, defined architecture, and hardware-light platform. In
accordance with ASC 350, goodwill is not amortized but is tested for impairment at least annually in the fourth quarter. See Note
6, Goodwill and Intangible Assets.
5. 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 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 December 31, 2020 and 2019, there were nominal cash equivalents.
The Company’s only liabilities measured at fair value on a recurring basis are the contingent consideration associated with the
acquisitions of Thursby Software Systems, Inc. and Viscount. The fair value of the earnout consideration is based on achieving certain
revenue and profit targets as defined under the respective acquisition agreements. The valuation of the earnout 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
earnout 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 earnout consideration at each reporting period. As of December 31, 2019, management
had assessed the probability of the issuance of shares related to the Viscount earnout consideration and determined its fair value to be
$750,000. In the first quarter of 2020, the Company and the sellers of the assets acquired from Viscount reached agreement that certain
of the 2019 revenue targets were achieved. In the second quarter of 2020, the Company issued to the sellers the related earnout
consideration consisting of 157,233 shares of its common stock with a fair value of approximately $489,000.
Changes in the fair value of liabilities classified in Level 3 of the fair value hierarchy were as follows (in thousands):
Balance at December 31, 2019
Decrease in fair value of earnout liability
Issuance of common stock in connection with earnout consideration
Balance at December 31, 2020
Viscount
Earnout
Consideration
$
$
750
(261)
(489)
—
53
Assets and Liabilities Measured at Fair Value on a Non-recurring Basis
Certain of the Company's assets, including goodwill, intangible assets, 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.
As of December 31, 2020 and 2019, the Company had $348,000 respectively, of privately-held investments measured at fair
value on a nonrecurring basis, which were classified as Level 3 assets 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. The amount of privately-held investments is included in other assets in
the accompanying consolidated balance sheets.
As of December 31, 2020 and 2019, there were no liabilities that are measured and recognized at fair value on a non-recurring
basis.
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, and
other accrued liabilities approximate fair value due to their short maturities. The carrying value of the Company’s financial liabilities
approximates fair value based upon borrowing rates currently available to the Company for loans with similar terms.
6. Goodwill and Intangible Assets
Goodwill
The following table summarizes the activity of goodwill (in thousands):
Balance at December 31, 2019
Currency translation adjustment
Balance at December 31, 2020
Premises
Identity
Total
$
$
6,684 $
28
6,712 $
3,554 $
—
3,554 $
10,238
28
10,266
In accordance with ASC 350, the Company tests goodwill for impairment on an annual basis, in the fourth quarter, or whenever
events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company performs an
initial assessment of qualitative factors to determine whether the existence of events and circumstances leads to a determination that it
is more likely than not that the fair value of a reporting unit is less than its carrying amount. In performing the qualitative assessment,
the Company identifies and considers the significance of relevant key factors, events, and circumstances that affect the fair value of its
reporting units. These factors include external factors such as macroeconomic, industry, and market conditions, as well as entity-
specific factors, such as actual and planned financial performance. If, after assessing the totality of relevant events and circumstances,
the Company determines that it is more likely than not that the fair value of the reporting unit exceeds its carrying value and there is no
indication of impairment, no further testing is performed; however, if the Company concludes otherwise, then the Company will
perform the quantitative impairment test which compares the estimated fair value of the reporting unit to its carrying value, including
goodwill. If the carrying amount of the reporting unit is in excess of its fair value, an impairment loss would be recorded in the
consolidated statement of comprehensive loss. During the years ended December 31, 2019 and 2020, the Company noted no indicators
of goodwill impairment and concluded no further testing necessary.
54
Intangible Assets
The following table summarizes the gross carrying amount and accumulated amortization for intangible assets resulting from
acquisitions (in thousands):
Developed Customer
Amortization period (in years)
Gross carrying amount at December 31, 2020
Accumulated amortization
Intangible assets, net at December 31, 2020
Gross carrying amount at December 31, 2019
Accumulated amortization
Intangible assets, net at December 31, 2019
Trademarks Technology Relationships
10 - 12
4 - 12
5
Total
$
$
$
$
765 $
(382)
383 $
763 $
(229)
534 $
9,123 $
(5,773)
3,350 $
9,109 $
(4,873)
4,236 $
15,771 $
(11,941)
3,830 $
15,763 $
(10,429)
5,334 $
25,659
(18,096)
7,563
25,635
(15,531)
10,104
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 on a straight-line basis over their useful lives as outlined in the table above. The Company
performs an evaluation of its amortizable intangible assets for impairment at the end of each reporting period. The Company did not
identify any impairment indicators during the years ended December 31, 2020 and 2019.
The following table summarizes the amortization expense included in the consolidated statements of comprehensive loss for the
years ended December 31, 2020 and 2019 (in thousands):
Cost of revenue
Selling and marketing
Total
Year Ended December 31,
2019
2020
$
$
899 $
1,666
2,565 $
896
1,676
2,572
The estimated annual future amortization expense for purchased intangible assets with definite lives over the next five years is as
follows (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total
$
$
1,120
1,120
1,043
967
967
2,346
7,563
7. Balance Sheet Components
The Company’s inventories are stated at the lower of cost or market value. Inventories consist of (in thousands):
Raw materials
Work-in-progress
Finished goods
Total
December 31,
2020
2019
6,518 $
34
13,744
20,296 $
4,612
100
11,433
16,145
$
$
55
Property and equipment, net consists of (in thousands):
Building and leasehold improvements
Furniture, fixtures and office equipment
Plant and machinery
Purchased software
Total
Accumulated depreciation
Property and equipment, net
December 31,
2020
2019
1,498 $
1,295
11,429
2,191
16,413
(13,586)
2,827 $
1,200
1,276
10,364
2,161
15,001
(12,959)
2,042
$
$
The Company recorded depreciation expense of $0.7 million and $1.0 million during the years ended December 31, 2020 and
2019, respectively.
Other accrued expenses and liabilities consist of (in thousands):
Accrued professional fees
Customer deposits
Accrued warranties
Earnout liability
Accrued restructuring
Other accrued expenses
Total
8. Contractual Payment Obligation
December 31,
2020
2019
586 $
72
321
—
801
1,460
3,240 $
1,511
137
407
750
—
1,693
4,498
$
$
Hirsch Electronics Corporation (“Hirsch”) Acquisition – Secure Keyboards and Secure Networks. Prior to the Company’s
acquisition of Hirsch in 2009, in 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”). On
April 8, 2009, the 1994 Settlement Agreement was amended and restated to replace the royalty-based payment arrangement with an
installment payment schedule with contractual payments to be made in future periods through 2021 (the “2009 Settlement
Agreement”). On April 30, 2009, as part of the acquisition of Hirsch, the Company provided Secure Keyboards and Secure Networks
with a limited guarantee of Hirsch’s payment obligation under the 2009 Settlement Agreement.
On April 13, 2020, the Company, Secure Keyboards, and Secure Networks, amended the 2009 Settlement Agreement. The
amendment reduced the amount of quarterly payments due under the obligation in 2020, and requires three additional quarterly
payments in 2021, increasing the total amount due under the obligation by approximately $90,000. The Company’s remaining payment
obligation under the 2009 Settlement Agreement, as amended, was extended through October 31, 2021. The Company included
approximately $139,000 of interest expense during the year ended December 31, 2020, and $52,000, net of an $87,000 carrying value
adjustment of interest expense during the year ended December 31, 2019, in its consolidated statements of comprehensive loss for
interest accreted on the payment obligation.
The payment obligation under the 2009 Settlement Agreement, as amended, as of December 31, 2020, is as follows (in
thousands):
2021
Present value discount factor
Total contractual payment obligation
$
$
1,083
(43)
1,040
56
9. Financial Liabilities
Financial liabilities consist of (in thousands):
Revolving loan facility
April 21 Funds promissory notes
Paycheck Protection Program promissory note
Total
Less: Current maturities of financial liabilities
Less: Unamortized debt issuance costs
Long-term financial liabilities
East West Bank
December 31,
2020
2019
14,428 $
2,800
2,915
20,143
(20,084)
(59)
— $
14,230
—
—
14,230
(14,189)
(41)
—
$
$
On February 8, 2017, the Company entered into a Loan and Security Agreement with East West Bank (“EWB”). Following
subsequent amendments, on February 8, 2021 the Company amended and restated the Loan and Security Agreement in its entirety (the
“Loan and Security Agreement”). The Loan and Security Agreement provides for a $20.0 million revolving loan facility subject to a
borrowing base and a $4.0 million non-formula revolving loan facility that is not subject to a borrowing base. The Company’s
obligations under the Loan and Security Agreement are collateralized by substantially all of its assets.
The maturity date of the main revolving loan facility is February 8, 2023. The non-formula revolving loan facility will terminate
on February 7, 2022, however the Company may, at its option if certain conditions are met, convert prior to their maturity any loans
under the non-formula revolving loan facility to a term loan that will fully amortize and mature on February 1, 2025. Advances under
the revolving loan facilities and the term loan (if converted) will initially bear interest at a per annum rate equal to the prime rate as
determined under the Loan and Security Agreement plus 0.25%.
The Company may voluntarily prepay amounts outstanding under the revolving loan facilities and the term loan without
prepayment charges. In the event the Loan and Security Agreement is terminated prior to February 8, 2023, the Company would be
required to pay an early termination fee in the amount of 2.0% of the main revolving loan line if terminated prior to February 8, 2022
and 1% of the main revolving loan line thereafter. Additional borrowing requests under the revolving loan facilities are subject to
various customary conditions precedent, including a borrowing base for the main revolving loan facility.
The Loan and Security 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
(including dividends), merge or consolidate and dispose of assets. In addition, the Loan and Security Agreement contains financial
covenants requiring that the Company (i) hold $5 million in unrestricted cash in accounts with EWB, (ii) maintain a monthly minimum
trailing six-month EBITDA of $0.6 million for the first two quarters of 2021 and $1.2 million thereafter and (iii) maintain, if the
Company converts into the term loan and starting with the quarter ending March 31, 2022, a quarterly fixed charge coverage ratio of at
least 1.35 : 1.00.
The Loan and Security Agreement contains customary events of default that entitle EWB to cause any or all of the Company’s
indebtedness under it to become immediately due and payable. The 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, EWB may terminate its lending commitment 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 Loan and Security Agreement to be immediately due and payable.
On December 7, 2020, the Company repaid all remaining amounts outstanding under the EWB Term Loan.
As of December 31, 2020, the Company was in compliance with all financial covenants under the Revolving Loan Facility.
57
April 21 Funds
On May 5, 2020, the Company issued secured subordinated promissory notes in an aggregate principal amount of $4.0 million
(the “Notes”) to 21 April Fund, LP and 21 April Fund, Ltd. (collectively referred to as the “April 21 Funds”) pursuant to a Note and
Warrant Purchase Agreement entered into with the April 21 Funds (the “Note Purchase Agreement”). The Notes are collateralized by
the Company’s assets, but subordinate to the Company’s obligations to EWB under its Loan and Security Agreement. Proceeds from
the sale of the Notes were only to be used for expenses incurred by the Company in connection with its provisions of goods and
services under a statement of work with a third party. The Notes have an initial term of nine months and do not bear interest during this
period. If the Notes are not repaid on or before the nine-month anniversary of issuance, (a) the Notes will thereafter bear interest of 8%
per annum, payable quarterly, and (b) additional warrants to purchase common stock would be issuable to the April 21 Funds for each
month all or a portion of the Notes remain unpaid, as further detailed in the Note Purchase Agreement. In the event the Notes are not
paid in full by the first anniversary of their issuance, May 5, 2021, they shall thereafter bear interest of 12% per annum, payable
quarterly, and additional warrants would be issuable to the April 21 Funds. On December 31, 2020, the principal amount outstanding
under the Notes was $2.8 million.
As discussed in Note 11, Stockholders’ Equity, the fair value of the warrants issued to April 21 Funds was calculated using the
Black Scholes pricing model using the following assumptions: estimated volatility of 63.2%, risk free interest rate of 0.24%, no
dividend yield, and an expected life of three years. The relative fair value of the warrants of $290,000 was recorded as a direct
reduction from the carrying amount of the Notes and is being amortized as interest expense over the term of the April 21 Funds
promissory notes.
On February 5, 2021, the Company entered into an amendment (the “Amendment”) to its secured subordinated promissory note
with April 21 Funds, which extended the initial term of the Notes to March 31, 2021. As a result of the Amendment, if the Notes are
repaid on or before March 31, 2021, the Company will incur no further interest on the Notes, or be obligated to issue additional
warrants.
Paycheck Protection Program
On April 9, 2020, the Company entered into a promissory note (the “Note”) under the Paycheck Protection Program established
under Section 1102 of the Coronavirus Aid, Relief and Economic Security (“CARES”) Act. The Note is dated April 8, 2020 with EWB.
The Company borrowed a principal amount of approximately $2.9 million. The interest on the Note is 1.0% per annum. The Note is
payable two years from the date of the Note, and there is no prepayment penalty. All interest which accrues during the initial six months
of the loan period is deferred and payable on the maturity date of the Note. Notes issued under the CARES Act may be eligible for
forgiveness in whole or in part in accordance with Small Business Administration rules established for the Paycheck Protection
Program. The principal amount outstanding, including accrued interest, is included in current portion – financial liabilities and other
accrued expenses and liabilities in the accompanying consolidated balance sheets, as the Company expects all amounts outstanding will
be forgiven in the first six months of 2021.
10. Income Taxes
Loss before income tax provision for domestic and non-U.S. operations is as follows (in thousands):
Loss from operations before income tax provision:
U.S. (a)
Foreign (a)
Loss from operations before income tax provision
December 31,
2020
2019
$
$
(6,321) $
1,289
(5,032) $
(1,960)
1,135
(825)
(a) U.S. and Foreign loss from operations before income tax provision for 2019 was adjusted for intercompany capital losses
associated with the dissolution of foreign subsidiaries.
58
The provision for income taxes consisted of the following (in thousands):
Deferred:
Federal
State
Foreign
Current:
Federal
State
Foreign
Total current
Total provision for income taxes
December 31,
2020
2019
$
$
$
$
— $
—
—
— $
— $
(15)
88
73
73 $
—
—
—
—
(1)
30
297
326
326
Significant items making up deferred tax assets and liabilities are as follows (in thousands):
December 31,
2020
2019
Deferred tax assets:
Allowances not currently deductible for tax purposes
Net operating loss carryforwards
Operating lease liabilities
General carryforwards
Stock options
Accrued and other
Less valuation allowance
Deferred tax liability:
Depreciation and amortization
Operating lease right-of-use assets
State income taxes
$
451 $
45,196
513
16,242
1,291
1,990
65,683
(62,699)
2,984
(1,032)
(169)
(1,783)
(2,984)
Net deferred tax liability
$
— $
433
48,860
1,135
13,366
1,229
1,900
66,923
(62,492)
4,431
(1,556)
(1,086)
(1,789)
(4,431)
—
Management assesses the available positive and negative evidence to estimate if sufficient future taxable income will be
generated to use the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss
incurred over the three-year period ended December 31, 2020. Such objective evidence limits the ability to consider other subjective
evidence such as the Company’s projections for future growth.
A valuation allowance of $62.7 million and $62.5 million as of December 31, 2020 and 2019, respectively, has been recorded to
offset the related net deferred tax assets as the Company is unable to conclude that it is more likely than not that such deferred tax
assets will be realized. The net deferred tax liabilities are primarily from foreign tax liabilities as well as intangibles acquired as a result
of the acquisition of Hirsch and 3VR, which are not deductible for tax purposes.
Section 951A under the Tax Cuts and Jobs Act (the “Act”) requires a U.S. shareholder of a controlled foreign corporation to
include in taxable income the shareholder’s share of global intangible low-taxed income (“GILTI”) for the year. The Company has
determined that the Section 951A provisions do apply to its operations and relationships with its controlled foreign corporations
(“CFCs”). The Company recorded no GILTI income in 2020 due to net tested losses at its CFCs. The Company recorded GILTI income
of $0.5 million in 2019.
As of December 31, 2020, the Company had net operating loss carryforwards of $119.4 million for federal, $45.9 million for
state and $73.6 million for foreign income tax purposes. Certain of the Company’s federal, state and foreign loss carryforwards have
started expiring and will continue to expire through 2040 if not utilized.
59
The Tax Reform Act of 1986 (the “Tax Reform Act”) limits the use of net operating loss and tax credit carryforwards in certain
situations where changes occur in stock ownership. The Company completed its acquisition of Bluehill ID AG on January 4, 2010,
which resulted in a stock ownership change as defined by the Tax Reform Act. The Company also completed its acquisition of 3VR on
February 14, 2018, which resulted in a stock ownership change as defined by the Tax Reform Act. These transactions resulted in
limitations on the annual utilization of federal and state net operating loss carryforwards and credits. As a result, the Company
reevaluated its available deferred tax assets, and the loss carryforward and credit amounts, excluding the valuation allowance presented
above have been adjusted for the limitation resulting from the change in ownership in accordance with the provisions of the Tax
Reform Act.
The provision for income taxes reconciled to the amount computed by applying the statutory federal tax rate to the loss before
income taxes from operations is as follows (in thousands):
Income tax provision at statutory federal tax rate of 21%
State taxes, net of federal benefit
Foreign taxes provisions provided for at rates other than U.S statutory rate
Section 951(A) inclusion
Expiration of capital loss carryforwards
Change in valuation allowance
Permanent differences
Acquisition costs
Other
Total provision for income taxes
December 31,
2020
2019
$
$
(1,057) $
(12)
(202)
—
—
1,432
(76)
2
(14)
73 $
(173)
23
(486)
108
(689)
1,668
(135)
10
—
326
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 entity’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 CARES Act includes provisions relating to refundable payroll tax credits, deferment of the employer portion of certain
payroll taxes, net operating loss carryback periods, and alternative minimum tax credit refunds. The Company analyzed the provisions
of the CARES Act and determined there was no significant impact to its provision for income taxes for the year ended December 31,
2020.
On June 29, 2020, California Governor Gavin Newsom signed Assembly Bill 85 (“AB85”) into law as part of the California 2020
Budget Act, which temporarily suspends the use of California net operating losses and imposes a cap on the amount of business
incentive tax credits that companies can utilize against their net income for tax years 2020, 2021, and 2022. The Company analyzed the
provisions of AB 85 and determined there was no impact on the Company’s provision for income taxes for the current period.
On December 27, 2020, the Consolidated Appropriations Act, 2021 (the “CAA”) was signed ito law. The CAA includes
provisions meant to clarify and modify certain items put forth in CARES Act, while providing aid to businesses affected by the
pandemic. The CAA allows deductions for expenses paid for by Paycheck Protection Program (“PPP”) and Economic Injury Disaster
Loan (“EIDL”) Program, clarifies forgiveness of EIDL advances, and other business provisions. The Company analyzed the provisions
of the CAA and determined there was no significant impact to its provision for income taxes for the year ended December 31, 2020.
60
A reconciliation of the beginning and ending amount of unrecognized tax benefits with an impact on the Company’s consolidated
balance sheets or results of operations is as follows (in thousands):
Balance at January 1
Additions based on tax positions related to the current year
Additions for tax positions of prior years
Reductions in prior year tax positions
Balance at December 31
2020
2019
$
$
2,687 $
1
—
(381)
2,307 $
2,879
2
2
(196)
2,687
While timing of the resolution and/or finalization of tax audits is uncertain, the Company does not believe that its unrecognized
tax benefits as presented in the above table would materially change in the next 12 months.
As of December 31, 2020 and 2019, the Company recognized liabilities for unrecognized tax benefits of $2.3 million and $2.7
million, respectively, which were accounted for as a decrease to deferred tax assets. Since there was a full valuation allowance against
these deferred tax assets, there was no impact on the Company’s consolidated balance sheets or statements of comprehensive loss for
the years ended December 31, 2020 and 2019. Also the subsequent recognition, if any, of these previously unrecognized tax benefits
would not affect the effective tax rate. Such recognition would result in adjustments to other tax accounts, primarily deferred taxes. The
amount of unrecognized tax benefits which, if recognized, would affect the tax rate is $0.1 million as of December 31, 2020 and 2019.
The Company recognizes interest accrued related to unrecognized tax benefits and penalties as income tax expense. During fiscal
2020, the Company recorded a decrease to accrued penalties of $5,000 and a decrease in accrued interest of $21,000 related to the
unrecognized tax benefits noted above. As of December 31, 2020, the Company has recognized a total liability for penalties of $7,000
and interest of $14,000. During fiscal 2019, the Company recorded a decrease in accrued penalties of $1,000 and an increase in accrued
interest of $2,000 related to the unrecognized tax benefits noted above. As of December 31, 2019, the Company had recognized a total
liability for penalties of $12,000 and interest of $35,000.
The Company files U.S. federal, U.S. state and foreign tax returns. The Company generally is no longer subject to tax
examinations for years prior to 2016. However, if loss carryforwards of tax years prior to 2016 are utilized in the U.S., these tax years
may become subject to investigation by the tax authorities.
11. Stockholders’ Equity
Preferred Stock
The Company is authorized to issue 10,000,000 shares of preferred stock, 40,000 of which have been designated as Series A
Participating Preferred Stock, par value $0.001 per share, and 5,000,000 of which have been designated as Series B Non-Voting
Convertible Preferred Stock, par value $0.001 per share (the “Series B Preferred Stock”). No shares of the Company’s Series A
Participating Preferred Stock were outstanding as of December 31, 2020 and 2019. At both December 31, 2020 and 2019, 5,000,000
shares of the Series B convertible preferred stock were outstanding.
The Board may from time to time, without further action by the Company’s stockholders, direct the issuance of shares of
preferred stock in other series and may, at the time of issuance, determine the rights, preferences and limitations of each series,
including voting rights, dividend rights and redemption and liquidation preferences. Satisfaction of any dividend preferences of
outstanding shares of preferred stock would reduce the amount of funds available for the payment of dividends on shares of the
Company’s common stock. Holders of shares of preferred stock may be entitled to receive a preference payment in the event of any
liquidation, dissolution or winding-up of the Company before any payment is made to the holders of shares of the Company’s common
stock. Upon the affirmative vote of the Board, without stockholder approval, the Company may issue shares of preferred stock with
voting and conversion rights, which could adversely affect the holders of shares of its common stock.
Series B Preferred Stock and Private Placement
On December 20, 2017, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of 21
April Fund, Ltd. and 21 April Fund, LP (collectively, the “Purchasers”), pursuant to which the Company, in a private placement, agreed
to issue and sell to the Purchasers an aggregate of up to 5,000,000 shares of the Series B convertible preferred stock, $0.001 par value
per share (collectively referred to as the “Shares”). The Purchasers agreed to purchase an aggregate of 3,000,000 Shares at a price of
$4.00 per share in cash at the initial closing of the transaction, and at the sole option of the Company, an additional 2,000,000
61
Shares at a price of $4.00 per share in cash at a second closing, if any (the “Private Placement”). The total purchase price payable to the
Company was $20,000,000, of which $12,000,000 was paid at the initial closing. On May 30, 2018, the Company issued 2,000,000
Shares at a price of $4.00 per share in the second closing of the Private Placement. Gross proceeds to the Company from the second
closing were approximately $8.0 million, before deducting fees and certain expenses payable by the Company. The proceeds from the
issuance of the Shares were required to be used to pay off existing debt obligations of the Company and to fund future acquisitions of
technology, business and other assets by the Company.
Each Share shall be convertible into the Company’s common stock (i) following the sixth (6th) anniversary of the initial closing
of the Private Placement or (ii) if earlier, during the thirty (30) day period following the last trading day of any period of three (3) or
more consecutive trading days that the closing market price of the Company’s common stock exceeds $10.00. Each Share is convertible
at the option of the holder of the Shares into such number of shares of the Company’s common stock determined by taking the accreted
value of such Share (purchase price plus accrued but unpaid dividends) and dividing such value by the stated value of such Share
($4.00 per share, subject to adjustment for dilutive issuances, stock splits, stock dividends and the like); provided, however, that the
Company shall not convert any Shares if doing so would cause the holder thereof, along with its affiliates, to beneficially own in excess
of 19.9% of the outstanding common stock immediately after giving effect to the applicable conversion (the “Ownership Limitation”),
unless waiver of this restriction has been effected by the holder requesting conversion of Shares.
Based on the current conversion price, the outstanding, including the accretion of dividends shares of Series B convertible
preferred stock as of December 31, 2020 would be convertible into 5,742,188 shares of the Company’s common stock. However, the
conversion rate will be subject to adjustment in the event of certain instances, such as if the Company issues shares of its common stock
at a price less than $4.00 per common share, subject to a minimum conversion price of $3.27 per share. As of December 31, 2020, none
of the contingent conditions to adjust the conversion rate had occurred.
Each share of Series B convertible preferred stock is entitled to a cumulative annual dividend of 5% for the first six (6) years
following the issuance of such share and 3% for each year thereafter, with the Company retaining the option to settle each year’s
dividend after the tenth (10th) year in cash. The dividends accrue and are payable in kind upon such time as the shares convert into the
Company’s common stock. In general, the shares are not entitled to vote except in certain limited cases, including in change of control
transactions where the expected price per share distributable to the Company’s stockholders is expected to be less than $4.00 per share.
The Certificate of Designation with respect to the Series B convertible preferred stock further provides that in the event of, among other
things, any change of control, liquidation or dissolution of the Company, the holders of the Series B convertible preferred stock will be
entitled to receive, on a pari passu basis with the holders of the common stock, the same amount and form of consideration that the
holders of the Company’s common stock receive (on an as-if-converted-to-common-stock basis and without regard to the Ownership
Limitation applicable to the Series B convertible preferred stock).
Series B Convertible Preferred Stock Dividend Accretion
The following table summarizes Series B convertible preferred stock and the accretion of dividends activity for the years ended
December 31, 2020 and 2019 (in thousands):
Series B Convertible Preferred Stock:
Balance at beginning of period
Cumulative dividends on Series B convertible preferred stock
Balance at end of period
Number of Common Shares Issuable Upon Conversion
Number of shares at beginning of period
Cumulative dividends on Series B convertible preferred stock
Number of shares at end of period
62
December 31,
2020
2019
$
$
21,875 $
1,094
22,969 $
5,469
273
5,742
20,833
1,042
21,875
5,208
261
5,469
Common Stock Warrants
On February 8, 2017, the Company entered into a Loan and Security Agreement with Venture Lending & Leasing VII, LLC and
Venture Lending & Leasing VIII, LLC (collectively referred to as “VLL7 and VLL8”). Under the Loan and Security Agreement, the
Company issued to each VLL7 and VLL8 a warrant to purchase 290,000 shares of the Company’s common stock at a per share exercise
price of $2.00 (the “VLL7 Warrant” and the “VLL8 Warrant,” respectively) which were immediately exercisable for cash or by net
exercise and were to expire February 8, 2022. On January 30, 2020, each of VLL7 and VLL8 exercised their warrant on a cashless net
exercise basis, with each receiving 193,494 shares of the Company’s common stock.
On February 8, 2017, the Company entered into a Loan and Security Agreement with EWB. In connection with the Loan and
Security Agreement, the Company issued to EWB a warrant (the "EWB Warrant") to purchase up to 40,000 shares of the Company's
common stock at a per share exercise price of $3.64 which were immediately exercisable for cash or be net exercise and expired on
February 8, 2022. On May 5, 2020, the Company entered into an amendment to the Loan and Security Agreement, which included
amending the EWB Warrant, reducing its exercise price from $3.64 to $3.50 per share and extended the expiration date of the EWB
Warrant from February 8, 2022 to February 8, 2023. The Company calculated the fair value of the amended EWB Warrant using the
Black Scholes pricing model using the following assumptions: estimated volatility of 63.2%, risk free interest rate of 0.24%, no
dividend yield, and an expected life of three years. The fair value of the amended EWB Warrant of $42,000, as well as legal and
administrative costs of $92,000, were recorded as a direct reduction from the carrying amount of the Revolving Loan Facility and are
being amortized as interest expense over the remaining term of the Loan and Security Agreement. On February 11, 2021, EWB
exercised their warrant on a cashless net exercise basis receiving 27,599 shares of the Company’s common stock.
On May 5, 2020, the Company entered into a Note and Warrant Purchase Agreement with the April 21 Funds, as discussed in
Note 9, Financial Liabilities, in which the Company issued warrants (“April 21 Funds Warrants”) to purchase 275,000 shares of
common stock of the Company. The April 21 Funds Warrants have a term of three years (subject to early termination upon the closing
of an acquisition); provided, that in the event that the Note is not paid in full by the nine-month anniversary of issuance, the term of the
April 21 Funds Warrants shall be extended for a period of time equal to the period of time from such nine-month anniversary until the
date the Note is fully paid (“Extension Warrants”). The Extension Warrants would have a term of three years from the date of issuance
of the latest Extension Warrant to be issued (subject to early termination upon an acquisition). The shares of common stock issuable
upon exercise of the April 21 Fund Warrants and any Extension Warrants that may be issued are entitled to the same resale registration
rights granted to the April 21 Funds Warrants under the Stockholders Agreement dated December 21, 2017 in connection with the April
21 Funds previous purchase of certain securities of the Company.
As discussed in Note 9, Financial Liabilities, on February 5, 2021, the Company entered into an amendment (the “Amendment”)
to its secured subordinated promissory note with April 21 Funds which extended the initial term of the Notes to March 31, 2021. As a
result of the Amendment, if the Notes are repaid on or before March 31, 2021, the Company will incur no further interest on the Notes,
or be obligated to issue any Extension Warrants.
Below is a summary of outstanding warrants issued by the Company as of December 31, 2020:
Warrant Type
East West Bank Warrant
April 21 Funds Warrants
Total
Number of Shares
Issuable Upon
Exercise
Weighted
Average Exercise
Price
Issue Date
Expiration Date
40,000 $
275,000
315,000
3.50 February 8, 2017
May 5, 2020
3.50
February 8, 2023
May 5, 2023
Common Stock Reserved for Future Issuance
Common stock reserved for future issuance as of December 31, 2020 was as follows:
Exercise of outstanding stock options, vesting of restricted stock units ("RSU"), vesting of performance stock
units ("PSU"), and issuance of RSUs vested but not released
Employee Stock Purchase Plan
Shares of common stock available for grant under the 2011 Plan
Warrants to purchase common stock
1,731,432
293,888
1,055,419
315,000
Shares of common stock issuable upon conversion of Series B convertible preferred stock
Total
7,541,449
10,937,188
63
12. Stock-Based Compensation
Stock Incentive Plans
The Company has a stock-based compensation plan, the 2011 Incentive Compensation Plan, as amended, (the “2011 Plan”), 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.
On June 6, 2011, the Company’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, directors, consultants, and other key employees. The Company reserved 400,000 shares of common stock under the
2011 Plan, plus 459,956 shares of common stock that remained available for delivery under the 2007 Plan and the 2010 Plan as of
June 6, 2011. In aggregate, as of June 6, 2011, 859,956 shares were available for future grant under the 2011 Plan, including shares
rolled over from 2007 Plan and 2010 Plan. Subsequent to June 6, 2011 through December 31, 2020, the number of shares of common
stock authorized for issuance under the 2011 Plan has been increased by 4,400,000 shares.
Stock Options
A summary of activity for the Company’s stock options for the year ended December 31, 2020 follows:
Balance at December 31, 2019
Granted
Cancelled or Expired
Exercised
Balance at December 31, 2020
Number
Outstanding
Average Exercise
Price per Share
5.60
—
8.17
5.20
5.56
562,102 $
—
(8,833)
(2,500)
550,769 $
Weighted Average
Remaining
Contractual Term
(Years)
5.86 $
4.88 $
Average
Intrinsic
Value
572,869
—
—
—
1,875,719
Vested or expected to vest at December 31, 2020
Exercisable at December 31, 2020
550,769 $
550,769 $
5.56
5.56
4.88 $
1,875,719
4.88 $
1,875,719
The following table summarizes information about stock options outstanding as of December 31, 2020:
Range of Exercise Prices
$4.36 - $7.20
$7.50 - $11.25
$11.30 - $16.95
$17.60 - $26.40
$4.36 - $26.40
Options Outstanding
Options Exercisable
Weighted Average
Remaining
Contractual Life
(Years)
Number
Outstanding
Weighted Average
Exercise
Price
Number
Exercisable
Weighted Average
Exercise
Price
459,610
70,698
13,764
6,697
550,769
5.32 $
3.05
1.65
0.74
4.88 $
4.43
9.95
12.90
21.55
5.56
459,610 $
70,698
13,764
6,697
550,769 $
4.43
9.95
12.90
21.55
5.56
As of December 31, 2020, there was no unrecognized stock-based compensation expense related to stock options.
64
Restricted Stock Units
The following is a summary of RSU activity for the year ended December 31, 2020:
Unvested as of December 31, 2019
Granted
Vested
Forfeited
Unvested as of December 31, 2020
Shares vested but not released
Number
Outstanding
Weighted Average
Fair Value
1,148,110 $
508,928
(726,968)
(247,507)
682,563 $
298,100 $
4.43
4.28
4.31
4.71
4.34
5.05
The fair value of the Company’s RSUs is calculated based upon the fair market value of the Company’s common stock at the date
of grant. As of December 31, 2020, there was $2.5 million of unrecognized compensation cost related to unvested RSUs granted, which
is expected to be recognized over a weighted average period of 2.1 years.
Performance Stock Units
The Company granted 200,000 PSUs to a certain key employee during the year ended December 31, 2020, with a grant date fair
value of $6.38 per share. No PSUs were granted during the year ended December 31, 2019. The PSUs are subject to the attainment of
performance goals established by the Compensation Committee, the periods during which performance is to be measured, and other
limitations and conditions. Performance goals are based on pre-established objectives that specify the manner of determining the
number of PSUs that will be granted if performance goals are attained. If the employee terminates employment, their non-vested
portion of the PSUs will not vest and all rights to the non-vested portion will terminate.
The following is a summary of PSU activity for the year ended December 31, 2020:
Unvested as of December 31, 2019
Granted
Vested
Forfeited
Unvested as of December 31, 2020
Number
Outstanding
Fair Value
— $
200,000
—
—
200,000 $
—
6.38
—
—
6.38
As of December 31, 2020, there was $1.2 million of unrecognized compensation cost related to unvested PSUs, which is
expected to be recognized over a period of 2.0 years. No tax benefit was realized from PSUs for the year ended December 31, 2020.
Stock-Based Compensation Expense
The following table summarizes stock-based compensation expense related to stock options, RSUs, and PSUs included in the
consolidated statements of comprehensive loss for the years ended December 31, 2020 and 2019 (in thousands):
Cost of revenue
Research and development
Selling and marketing
General and administrative
Total
Year Ended December 31,
2019
2020
$
$
160 $
685
480
1,702
3,027 $
128
651
595
1,276
2,650
65
Restricted Stock Unit Net Share Settlements
During the years ended December 31, 2020 and 2019, the Company repurchased 171,641 and 175,878 shares, respectively, of
common stock surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of RSUs issued to
employees.
13. Net Loss per Common Share
Basic loss per share is computed by dividing net loss, adjusted for the accretion of preferred dividends, for the period by the
weighted average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss for
the period by the weighted average number of common shares outstanding during the period plus the dilutive effect, if any, of
outstanding stock options, RSUs, PSUs, and warrants using the treasury stock method. The following table sets forth the computation
of basic net loss per share:
Numerator:
Net loss
Accretion of Series B convertible preferred stock dividends
Numerator for basic net loss per share - net loss available to common stockholders
Denominator:
Weighted average common shares outstanding - basic
Net loss per common share - basic
Year Ended December 31,
2019
2020
$
$
$
(5,105) $
(1,094)
(6,199) $
(1,151)
(1,042)
(2,193)
17,978
(0.34) $
16,984
(0.13)
The following common stock equivalents have been excluded from diluted net loss per share for the fiscal years ended
December 31, 2020 and 2019 because their inclusion would have been anti-dilutive (in thousands):
Shares of common stock subject to outstanding RSUs
Shares of common stock subject to outstanding PSUs
Shares of common stock subject to outstanding stock options
Shares of common stock subject to outstanding warrants
Shares of common stock issuable upon conversion of Series B
convertible preferred stock
Total
14. Segment Reporting and Geographic Information
December 31,
2020
2019
683
200
551
315
5,742
7,491
1,148
—
562
620
5,469
7,799
ASC 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 is its CEO.
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 Company does not report total assets, capital
expenditures or operating expenses by operating segment as such information is not used by the CODM for purposes of assessing
performance or allocating resources.
66
Net revenue and gross profit information by segment for the years ended December 31, 2020 and 2019 are as follows (in
thousands):
Identity:
Net revenue
Gross profit
Gross profit margin
Premises:
Net revenue
Gross profit
Gross profit margin
Total:
Net revenue
Gross profit
Gross profit margin
Operating expenses:
Research and development
Selling and marketing
General and administrative
Increase (decrease) in fair value of earnout liability
Restructuring and severance
Total operating expenses:
Loss from operations
Non-operating income (expense):
Interest expense, net
Gain on sale of investment
Foreign currency gains (losses), net
Loss before income tax provision
Year Ended December 31,
2019
2020
$
$
52,742
14,781
28%
34,178
18,900
55%
86,920
33,681
39%
9,781
17,270
8,623
(261)
1,716
37,129
(3,448)
(1,462)
—
(122)
(5,032) $
$
42,176
14,570
35%
41,579
22,084
53%
83,755
36,654
44%
8,616
18,138
9,445
550
14
36,763
(109)
(917)
142
59
(825)
Geographic net revenue is based on the customer’s ship-to location. Information regarding net revenue by geographic region is as
follows (in thousands):
Americas
Europe and the Middle East
Asia-Pacific
Total
As percentage of net revenue:
Americas
Europe and the Middle East
Asia-Pacific
Total
Year Ended December 31,
2019
2020
$
$
58,302
9,497
19,121
86,920
$
$
67%
11%
22%
100%
61,365
11,417
10,973
83,755
73%
14%
13%
100%
67
Long-lived assets by geographic location as of December 31, 2020 and 2019 are as follows (in thousands):
Property and equipment, net:
Americas
Europe and the Middle East
Asia-Pacific
Total property and equipment, net
Operating lease ROU assets:
Americas
Europe and the Middle East
Asia-Pacific
Total property and equipment, net
15. Restructuring and Severance
December 31,
2020
2019
$
$
$
$
606 $
73
2,148
2,827 $
2,100 $
224
1,081
3,405 $
839
55
1,148
2,042
4,265
105
259
4,629
During the year ended December 31, 2019, the Company incurred restructuring and severance related costs of $105,000. These
costs were partially offset by the reversal of a restructuring accrual of $91,000 for future rental payment obligations associated with
vacated office space at its Fremont, California facility, which was sublet in the third quarter of 2019.
In the year ended December 31, 2020, the Company incurred restructuring expenses of $1,716,000, consisting of severance
related costs of $375,000, and facility rental related costs associated with office space of an acquired business of approximately
$1,341,000. The latter included a charge of $1,199,000 associated with the impairment of the ROU operating lease asset, which was
subleased, but subsequently went into default due to non-payment of rent beginning April 1, 2020. Sublease income of $198,000 was
received in the first quarter of 2020, however, since the first quarter of 2020, no rental payments were received.
16. Leases
The Company’s leases consist primarily of operating leases for administrative office space, research and development facilities, a
manufacturing facility, and sales offices in various countries around the world. The Company determines if an arrangement is a lease at
inception. Some lease agreements contain lease and non-lease components, which are accounted for as a single lease component. Total
rent expense was approximately $1.5 million during the years ended December 31, 2020 and 2019, respectively.
Initial lease terms are determined at commencement and may include options to extend or terminate the lease when it is
reasonably certain the Company will exercise the option. Remaining lease terms range from one to five years, some of which include
options to extend for up to five years. Leases with an initial term of twelve months or less are not recorded on the consolidated balance
sheets. As the Company’s leases do not provide an implicit rate, the present value of future lease payments is determined using the
Company’s incremental borrowing rate based on information available at the lease commencement date.
68
The table below reconciles the undiscounted cash flows for the first five years and the total of the remaining years to the
operating lease liabilities recorded on the consolidated balance sheets as of December 31, 2020 (in thousands):
2021
2022
2023
2024
2025
Thereafter
Total minimum lease payments
Less: amount of lease payments representing interest
Present value of future minimum lease payments
Less: current liabilities under operating leases
Long-term operating lease liabilities
December 31,
2020
1,565
1,496
532
230
232
42
4,097
(546)
3,551
(1,279)
2,272
$
$
As of December 31, 2020, the weighted average remaining lease term for the Company’s operating leases was 3.0 years, and the
weighted average discount rate used to determine the present value of the Company’s operating leases was 6.3%. Sublease rental
income due in the future under non-cancelable subleases was $1.6 million.
Cash paid for amounts included in the measurement of operating lease liabilities was $2.1 million for the year ended December
31, 2020. Cash received from sublease rentals was $0.2 million for the year ended December 31, 2020.
17. Legal Proceedings
On January 1, 2016, certain of the Company’s present and former officers and directors were named as defendants, and the Company
was named as nominal defendant, in a shareholder derivative lawsuit filed in the United States District Court for the Northern District of
California, entitled Oswald v. Humphreys, et al., Case No. 16-cv-00241-CRB, alleging breach of fiduciary duty and waste claims. On
January 25, 2016, certain of the Company’s present and former officers and directors were named as defendants, and the Company was
named as nominal defendant, in a shareholder derivative lawsuit filed in the Superior Court of the State of California, County of Alameda,
entitled Chopra v. Hart, et al., Case No. RG16801379, alleging breach of fiduciary duty claims. On February 9, 2016, certain of the
Company’s present and former officers and directors were named as defendants, and the Company was named as nominal defendant, in a
shareholder derivative lawsuit filed in the Superior Court of the State of California, County of Alameda, entitled Wollnik v. Wenzel, et al.,
Case No. HG16803342, alleging breach of fiduciary duty, corporate waste, gross mismanagement, and unjust enrichment claims. These
lawsuits generally allege that the Company made false and/or misleading statements and/or failed to disclose information in certain public
filings and disclosures between 2013 and 2015. Each of the lawsuits seeks one or more of the following remedies: unspecified
compensatory damages, unspecified exemplary or punitive damages, restitution, declaratory relief, equitable and injunctive relief, and
reasonable costs and attorneys’ fees. On May 2, 2016, the court in the Chopra lawsuit entered an order staying proceedings in the Chopra
lawsuit in favor of the Oswald lawsuit, based on a stipulation to that effect filed by the parties in the Chopra lawsuit on April 28, 2016.
Similarly, on June 28, 2016, the court in the Wollnik lawsuit entered a stipulated order staying proceedings in the Wollnik lawsuit in favor
of the Oswald lawsuit. On June 17, 2016, the plaintiff in the Oswald lawsuit filed an amended complaint. On August 1, 2016, the Company
filed a motion to dismiss for failure by plaintiff to make a pre-lawsuit demand on the Company’s board of directors, which motion was
heard on October 14, 2016. The judge in the Oswald lawsuit issued an order on November 7, 2016 granting the Company’s motion to
dismiss, without prejudice. In addition, the court stayed the case so that plaintiff could exercise whatever rights he had under Section 220
of the Delaware General Corporation Law. On or around November 30, 2016, the plaintiff purported to serve a books and records demand
under Section 220 of the Delaware General Corporation Law. The Company responded to that demand. On March 21, 2017, the Company
and the plaintiff in the Oswald lawsuit filed a stipulation and proposed order lifting the stay of the case, granting the plaintiff leave to
amend, and setting a briefing schedule. The plaintiff in the Oswald lawsuit filed his second amended complaint on April 10, 2017. The
Company then filed a motion to dismiss that second amended complaint on May 12, 2017. After further briefing and argument, on October
22, 2017, the court issued its written order denying the motion to dismiss on the basis of demand futility. On January 3, 2018, the court
entered a stipulated order setting a response and briefing schedule for defendants to the second amended complaint.
69
Defendants filed motions to dismiss the second amended complaint in the Oswald action under Rule 12(b)(6) on January 16,
2018. After further briefing and argument, on April 13, 2018, the court entered an order granting defendants’ motions to dismiss. On
April 19, 2018, plaintiff Oswald filed a motion for leave to file a third amended complaint. On that same date, plaintiff Chopra, a
plaintiff in a related and stayed derivative action in state court, filed a motion to intervene in the Oswald action. After further briefing
and argument, on July 16, 2018, the court entered an order granting the Chopra motion to intervene and denying the Oswald motion for
leave to file a third amended complaint. After the filing of an unopposed administrative motion for entry of judgment by defendants, on
October 1, 2018, the court entered an order granting administrative motion for entry of final judgment and entered final judgment in
favor of all named defendants and against plaintiffs Oswald and Chopra. On October 23, 2018, plaintiff Oswald filed a notice of appeal
with the Ninth Circuit. After the appeal was fully-briefed, the matter was argued before the Ninth Circuit on March 5, 2020. On April 2,
2020, the Ninth Circuit issued a memorandum decision affirming final judgment in favor of defendants. In the interim, the state court
Chopra and Wollnik actions remained stayed with periodic status conferences. Following the Ninth Circuit’s affirmance of the Oswald
judgment in favor of defendants, the parties to the Wollnik action stipulated to its dismissal without prejudice, which was entered by the
Court on May 21, 2020. The parties to the Chopra action similarly stipulated to its dismissal without prejudice, which was entered by
the Court on June 10, 2020.
From time to time, the Company may become subject to claims arising in the ordinary course of business or could be named a
defendant in additional lawsuits. The outcome of such claims or other proceedings cannot be predicted with certainty and may have a
material effect on the Company’s financial condition, results of operations or cash flows.
18. Commitments and Contingencies
The following table summarizes the Company’s principal contractual commitments, excluding operating leases, as of December
31, 2020 (in thousands):
2021
2022
Total
Other
Contractual
Commitments
Purchase
Commitments
$
$
$
14,063
12
14,075 $
$
357
—
357 $
Total
14,420
12
14,432
Purchase commitments 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 warranty accrual activity during the years ended December 31, 2020 and 2019
(in thousands):
Balance at beginning of period
Warranty accrual acquired in acquisition
Accruals for warranties charged to expense
Cost of warranty claims
Balance at end of period
Year Ended December 31,
2019
2020
$
$
407 $
—
55
(141)
321 $
316
90
19
(18)
407
The Company provides warranties on certain product sales for periods ranging from 12 to 36 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.
19. Subsequent Events
There were no subsequent events except as disclosed within Note 9, Financial Liabilities and Note 11, Stockholders’ Equity.
70
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the fiscal year ended December 31, 2020, as required in Rule 13a-15(b) under the Exchange Act, we carried out an
evaluation under the supervision and with the participation of members of our senior management, including our CEO and CFO, of the
effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the
Exchange Act). Disclosure controls and procedures are those controls and other procedures that are designed to provide reasonable
assurance that the information required to be disclosed in our SEC reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated
to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.
Based on our evaluation, our management, including our CEO and CFO, concluded that as of December 31, 2020, our disclosure
controls and procedures were effective at the reasonable assurance level.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in
Rule 13a-15(f) under the Exchange Act, to provide reasonable assurance regarding the reliability of our financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles in the United
States, or U.S. GAAP. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.
GAAP. Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records
that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in
accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management and or directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a material effect on the interim or annual consolidated financial
statements.
A control system, no matter how well designed and operated, can only provide reasonable assurance that the objectives of the
control system are met. Because there are inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have been or will be detected.
A deficiency in internal control over financial reporting exists when the design or operation of a control does not allow
management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely
basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or
detected on a timely basis.
Our management, including our CEO and CFO, assessed our internal control over financial reporting as of December 31, 2020.
In making the assessment of internal control over financial reporting, our management based its assessment on the criteria issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in “Internal Control — Integrated Framework of
2013.” Our management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial
reporting controls, process documentation, accounting policies, and our overall control environment. This assessment is supported by
testing and monitoring performed by our internal accounting and finance organization, but has not been reviewed by our independent
registered public accounting firm.
Based on management’s assessment, management has concluded that the Company’s internal control over financial reporting was
effective as of December 31, 2020.
Changes in Internal Controls over Financial Reporting
We have made no changes to our internal control over financial reporting during the three months ended December 31, 2020 that
have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.
OTHER INFORMATION
Not applicable.
71
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by Item 10 concerning our directors will be set forth under the captions “Proposal No. 1, Election of
Directors” and “Policy for Director Recommendations and Nominations” in our Proxy Statement relating to our 2021 Annual Meeting
of Stockholders, referred to in this Annual Report on Form 10-K as the “Proxy Statement,” which we expect to file within 120 days of
the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K. Such information is incorporated herein by reference.
Certain information required by this item concerning executive officers is set forth in Part I of this Report under the caption “Executive
Officers of the Registrant” and is incorporated herein by reference. Item 405 of Regulation S-K calls for disclosure of any known late
filing or failure of an insider to file a report required by Section 16(a) of the Exchange Act. To the extent disclosure of a delinquent
reports is being made, it can be found under, and is incorporated herein by reference to the section of the Proxy Statement captioned
“Delinquent Section 16(a) Reports.” The information required by this item concerning our code of ethics is incorporated by reference to
the section captioned “Code of Conduct and Ethics” in our Proxy Statement. To date, there have been no waivers under our Code of
Conduct and Ethics. We intend to disclose future amendments to certain provisions of our Code of Conduct and Ethics or waivers of
such Code granted to executive officers and directors on our website at http://www.identiv.com within four business days following the
date of such amendment or waiver. The information required by this item concerning the Audit Committee of our board of directors is
incorporated by reference to the section captioned “Committees of the Board of Directors” in our Proxy Statement.
ITEM 11.
EXECUTIVE COMPENSATION
The information required by Item 11 will be contained in our Proxy Statement under the captions “Compensation of Directors”
and “Executive Compensation”, which information is incorporated herein by reference.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by Item 12 will be set forth under the captions “Security Ownership of Certain Beneficial Owners and
Management” and “Equity Compensation Plan Information” in our Proxy Statement, which information is incorporated herein by
reference.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by Item 13 will be set forth under the captions “Certain Relationships and Related Transactions” and
“Director Independence” in our Proxy Statement, which information is incorporated herein by reference.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 will be set forth under the captions “Principal Accountant Fees and Services” and “Policy
on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Our Independent Registered Public Accountants”
in our Proxy Statement, which information is incorporated herein by reference.
72
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as a part of this report:
PART IV
1. Financial Statements: Consolidated Financial Statements filed as part of this report are listed under Item 8. Financial
Statements and Supplementary Data.
2. Financial Statement Schedules: Not Applicable.
3. Exhibits: See Item 15(b) below.
3. Exhibits
Exhibit
Number
3.1
3.2
3.3
3.4
3.5
3.6
3.7
4.1
4.2
4.3
Description of Document
Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to Exhibit 3.1 to the Company’s
Registration Statement on Form S-4/A, filed on November 10, 2009 (SEC File No. 333-162618).)
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to
Exhibit 3.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.)
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 17, 2010.)
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 7, 2011.)
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation. (Incorporated by reference to
Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 23, 2014.)
Certificate of Amendment to Fourth Amended and Restated Certificate of Incorporation, as amended. (Incorporated by
reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 18, 2016.)
Amended and Restated Bylaws of the Company, as amended May 16, 2020 (Incorporated by reference to Exhibit 3.1 to
the Company’s Current Report on Form 8-K filed on May 19, 2020.)
Specimen Common Stock Certificate. (Incorporated by reference to Exhibit 4.1 to the Company’s Quarterly Report on
Form 10-Q for the quarter ended June 30, 2010.)
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock of SCM
Microsystems, Inc. (Incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form 8-A filed
on November 14, 2002.)
Certificate of Designation of Preferences, Rights and Limitations of Series B Non-Voting Convertible Preferred Stock
dated December 21, 2017. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed
on December 21, 2017.)
4.4^
Warrants issued to 21 April Fund, Ltd. and 21 April Fund, L.P.dated May 5, 2020.
4.5
10.1*
10.2
Description of Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934. (Incorporated by
reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K filed on March 18, 2020).
Form of Director and Officer Indemnification Agreement. (Incorporated by Reference to Exhibit 10.1 to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2015).
Note and Warrant Purchase dated as of May 5, 2020 between the Company and the purchasers named therein
(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on May 7, 2020.)
10.3^
Amendment to Secured Subordinated Promissory Note dated February 5, 2021.
10.4
Amended and Restated Settlement Agreement dated April 8, 2009 among Hirsch Electronics Corporation, Secure
Keyboards, Ltd. and Secure Networks, Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report
on Form 8-K filed on May 4, 2009.)
73
Exhibit
Number
10.5
Limited Guarantee dated April 8, 2009 by SCM Microsystems, Inc. in favor of Secure Keyboards, Ltd. and Secure
Networks, Ltd. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 9,
2009.)
Description of Document
10.6^
Amendment to the Amended and Restated Settlement Agreement effective as of April 13, 2020.
10.7*
10.8*
10.9*
10.10*
10.11
10.12
10.13
10.14
21.1^
23.1^
31.1^
31.2^
32+
99.1
2011 Incentive Compensation Plan, as amended through March 10, 2020. (Incorporated by reference to Exhibit 10.2 to
the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2020.)
2011 Employee Stock Purchase Plan. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on
Form 8-K filed on June 7, 2011.)
Letter Agreement dated September 14, 2015 between the Company and Steven Humphreys. (Incorporated by reference to
Exhibit 10.2 of the Company’s Current Report on Form 8-K filed on September 16, 2015.)
Offer Letter dated January 19, 2017 between the Company and Sandra Wallach. (Incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on February 17, 2017.)
Securities Purchase Agreement dated December 21, 2017 among the Company, 21 April Fund, Ltd. and 21 April Fund,
LP. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 21,
2017.)
Stockholder Agreement dated December 21, 2017 among the Company, 21 April Fund, Ltd. and 21 April Fund, LP.
(Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 21, 2017.)
Promissory Note dated April 8, 2020 between the Company and East West Bank. (Incorporated by reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K filed on April 15, 2020.)
Amended and Restated Loan and Security Agreement dated February 8, 2021 between the Company and East West Bank.
(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K on February 11, 2021.)
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934.
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Paycheck Protection Program (PPP) Information sheet (Incorporated by reference to Exhibit 99.1 to the Company’s
Current Report on Form 8-K filed on April 15, 2020.)
101.INS
XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
^
*
+
Filed herewith.
Denotes management compensatory contract or arrangement.
Furnished herewith and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”). Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act
of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates by reference.
ITEM 16.
FORM 10-K SUMMARY
Not applicable.
74
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly authorized.
SIGNATURES
Registrant
IDENTIV, INC.
By:
/s/ Steven Humphreys
Steven Humphreys
Chief Executive Officer
March 12, 2021
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints
Steven Humphreys and Sandra Wallach, and each of them, his or her true and lawful attorneys in fact, each with full power of
substitution, for him or her in any and all capacities, to sign any amendments to this report on Form 10-K and to file the same, with
exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and
confirming all that each of said attorneys in fact or their substitute or substitutes may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.
Signature
/s/ STEVEN HUMPHREYS
Steven Humphreys
/s/ SANDRA WALLACH
Sandra Wallach
/s/ JAMES E. OUSLEY
James E. Ousley
/s/ ROBIN R. BRAUN
Robin R. Braun
/s/ GARY KREMEN
Gary Kremen
/s/ NINA B. SHAPIRO
Nina B. Shapiro
Capacity in Which Signed
Date
Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
March 12, 2021
March 12, 2021
Chairman of the Board and Director
March 12, 2021
Director
Director
Director
75
March 12, 2021
March 12, 2021
March 12, 2021