CID HoldCo - Earnings Call - Q3 2025

Executive Summary

• Q3 2025 marked DAIC’s first meaningful commercialization: revenue of $0.78M with gross margin 37.3%; net loss narrowed to $4.22M ($0.15 per share) as hardware shipments began, offset by a $196k revenue reversal tied to exclusivity contract recognition policy.
• Operations ramped: production commenced at the Puerto Rico facility, initial distribution order shipped, SOC 2 Type 1 certification achieved, and Dot Matrix 3.0 multi-tenant SaaS architecture completed for testing.
• Liquidity remains tight: $1.42M cash and $0.92M receivables; post-quarter, DAIC issued a SEPA purchase notice ($78.5k proceeds) and signed a non-binding term sheet for an $8M, 24‑month note at 7% interest to fund growth.
• No formal numerical guidance and no S&P Global consensus estimates; narrative points to accelerating pipeline conversion and mix shift toward recurring SaaS through channel partners.

What Went Well and What Went Wrong

What Went Well

• “We built and shipped our initial hardware platform orders, validating market demand” and launched production at the Barceloneta, Puerto Rico facility, enabling rapid iteration and quality control for ZIM Bridge and tags.
• Dot Matrix 3.0 completed with multi-tenant architecture for complex multi-site deployments; SOC 2 Type 1 certification achieved, strengthening enterprise readiness and security posture.
• Channel ecosystem expanding: first international distribution partner (CanTech Group, Australia) and new Director of Channels brought on to accelerate partner-led go-to-market.

What Went Wrong

• Gross margin fell to 37.3% vs 90.2% YoY, reflecting hardware mix and timing; margins pressured by $196k revenue reversal tied to exclusivity-related variable consideration recognition and nascent SaaS contribution (~$21k).
• OpEx surge: G&A $2.74M (+441% YoY), Sales & Marketing $1.11M (+74% YoY), R&D $0.40M (+113% YoY) to build public-company infrastructure and commercial capabilities, driving continued losses.
• Internal control weaknesses disclosed (COGS categorization, fair value review precision, staffing/segregation of duties); going concern risks noted given limited cash and need for additional financing.

Transcript

Operator (participant)

Greetings and welcome to the Dart AI earnings call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance during the conference, please press star then zero on your telephone keypad. As a reminder, this conference call is being recorded. It is now my pleasure to introduce your host, Ryan Flanagan, Investor Relations. Thank you. Please go ahead, sir.

Ryan Flanagan (Head of Investor Relations)

Thank you and good afternoon. With me today are Ed Nebrotsky, our Chief Executive Officer, and Charles Maddox, our Chief Financial and Operating Officer. By now, everyone should have access to our earnings announcement. This announcement is also on our Investor Relations website. During this call, we'll make forward-looking statements, including statements about our business outlook, strategies, and long-term goals. These comments are based on our plans, predictions, and expectations as of today, November 13th, 2025, which may change over time. Our actual results could differ materially due to a number of risks and uncertainties.

For more information about the risks and uncertainties involving forward-looking statements and factors that could cause actual results to differ materially from those projected or implied by forward-looking statements, please see the risk factors set forth in our most recent prospectus as supplemented by the risk factors in our most recent quarterly report on Form 10-Q. Forward-looking statements represent management's current estimates, and the company assumes no obligation to update any forward-looking statements in the future. Finally, this call in its entirety is being webcast, and an audio replay will be available on our website in a few hours. With that, I'd like to turn the call over to Ed. Ed?

Ed Nebrotsky (CEO)

Thanks, Ryan, and good afternoon, everyone. Thank you all for joining us today on what is Dart AI's first quarterly earnings call as a public company. We are thrilled to have the opportunity to talk about key business highlights since our public debut in June, our strategic vision for the modern supply chain, and financial results from the third quarter of 2025. Before I dive in, I would like to address a few important leadership updates. As we announced yesterday, Miles Bradley has joined the company as Director of Channels, with primary responsibility for developing and globally expanding the company's partner ecosystem across multiple industries. With more than 30 years of experience building and scaling partner ecosystems in senior channel leadership roles, Miles has a proven track record of success, and we are excited about the impact he will have in building out our ecosystem.

In addition, we've engaged Robin DeLia to enhance our finance function on a fractional basis and to provide additional capacity for Charlie to focus on the revenue and management across Dart AI's commercial areas. Robin brings material public company experience, including most recently as CFO of PetMeds and previously as CFO of Bed Bath & Beyond. Robin's experience spans from late-stage supply chain startups to complex Fortune 500 multi-brand omnichannel organizations. I'm confident that her strategic planning expertise and financial acumen position her to guide the company's financial strategy through our next phase of growth. Overall, these leadership additions increase the strength and depth of our organization, positioning us to accelerate our scaling and capitalize on our vast target market.

Before discussing the results and exciting developments, as we've emerged from our pre-revenue status with fulfillment of our initial orders, I'd like to introduce you to Dart AI by spending some extra time walking through who we are and what we do. In previous filings, we've discussed our view regarding the potential that AI has to revolutionize asset management and logistics, and our hypothesis that technology adoption is currently being hampered largely by the inherent challenges and imperfect nature of legacy data collection in our target industries. As such, our innovative solution is built upon two key technologies to position us to be a leader in this emerging market. First, our hybrid hardware and software solution leverages a unique IoT edge system for in-process data collection, an essential element of asset intelligence value within the enterprise. Second, our specific implementation of AI across the workflow leverages this data during operations.

This includes the current embodiment of machine learning in our proprietary rules engine, enabling integration of machine vision and innovative tracking features to add valuable asset intelligence in real time. The combination of in-process IoT data collection and embedded AI engines to analyze and make decisions on that data provide us with unique differentiation and a clear competitive advantage. I'll now move on to discussing progress we've made across several fronts in the third quarter. In July, we began production at our approximately 32,000 sq ft manufacturing facility in Barceloneta, Puerto Rico. Bringing this capability in-house allows us to rapidly iterate and innovate across both product development and manufacturing while maintaining full control over quality and production timelines. The facility is designed for full-scale production of our Zero Infrastructure Mesh Bridge, or our ZIM Bridge, and our smart asset tags.

By establishing operations in Puerto Rico, we're able to leverage available incentives and subsidies, all while keeping our products proudly made in America. In August, Dart AI welcomed two new directors, Janice Bryant Howroyd and Walter Skowronski, executives with proven track records scaling public organizations and navigating complex industries. With these additions, we're thrilled to have such strong depth and experience providing oversight to the company. In August, Dart AI announced its first international distribution partner with Cantech Group in Australia, who will serve as Dart AI's Australia region reseller and installation partner for the company's SaaS platform and proprietary tracking technologies. We're excited to work with such a well-known and highly regarded partner as we launch in Australia.

In September, Dart AI announced new hardware platform orders and expansion of its Puerto Rico manufacturing, reflecting the broad applicability of Dart AI's asset intelligence platform and its commitment to advancing high-tech manufacturing in Puerto Rico. In October, Dart AI completed development of a new version of our SaaS architecture, Dart Matrix 3.0, which includes a multi-tenant architecture designed to deliver in-process visibility and secure asset management across a wide range of industries and environments, allowing distributors, integrators, and operators to deploy and manage complex multi-site programs from a single platform. This platform will continue under test through the fourth quarter. In September, Dart AI also obtained certification of its cybersecurity system, compliant with SOC 2 Type 1 standards. Finally, as we stated previously, our first distribution order has now shipped, marking a milestone of volume production. We expect an ongoing ramp of continued shipments as our commercial pipeline matures.

Looking ahead and before turning the call over to Charlie, I would like to discuss three areas that we believe are key pillars of future growth for Dart AI. First, our ability to capture data and leverage AI in the industrial space places us in a position of clear technological differentiation. Second, our commercial approach is built on a channel and partner go-to-market strategy, greatly accelerating the trajectory for scale relative to a direct sales model. Third, our ecosystem of commercial relationships, each addressing an overlapping segment of the highly intertwined supply chain, enables us to deliver a compelling value proposition versus legacy point solutions. We believe that this is a roadmap to long-term success, and we're excited about the initial production runs currently underway in Puerto Rico as we deliver our initial order commitments.

With an accelerating ramp expected in 2026, we see a tremendous opportunity to scale through increased market penetration. Looking ahead, our focus is squarely on accelerating our traction in the market while maintaining a strategic and balanced approach to our investments. With that, I'd like to turn things over to Charlie, who will walk through our financial results for the third quarter and discuss our performance drivers and highlights. Charlie?

Charles Maddox (CFO and COO)

Thanks, Ed, and thanks everyone for joining. First, a quick Q3 recap. Then I'll cover how we're setting up the business as we shift from early hardware-led sales to SaaS-driven recurring model. Q3 revenue was $0.8 million, our best quarter so far. Most of that came from delivering ZIM Bridge and ZIM tags, which is the front end of our SaaS opportunity. Hardware revenue is recognized at shipment. SaaS is recognized over time under our multi-year Dart Cloud subscriptions. Costs increased by $480,000-$488,000 year-over-year as we ramped up materials and labor for higher shipments. Gross profit was $290,000, up from $74,000 last year. Gross margin was 37.3% versus 90.2% a year ago. That step down reflects mix and timing. Last year skewed toward feasibility work with minimal costs.

This year was mostly hardware, about $905,000 of shipments, partly offset by $196,000 revenue reversal tied to an updated estimate based on the timing of actual revenue recognized compared to the estimate utilized related to the $2 million worth exclusivity payment. Based on their expected $175 million of spend over the five-year term, we refined our estimate of when that revenue should be recognized. We will spread it across the full five years. SaaS and services together were roughly $21,000. That timing pressured margin now, but we expect improvement as inventory converts, manufacturing scales, and SaaS becomes a larger share. On OpEx, R&D was up 113% year-over-year as we invested in product development. Sales and marketing was up 74% year-over-year as we expanded tools and team.

G&A was $2.743 million versus $507,000, reflecting our public company build-out as well as one-time costs tied to closing business combination. Including $243,000 of acquisition integration and $11,000 of D&A, total OpEx was $4.506 million. Net loss was $4.217 million, or about $0.15 a share on a 27.6 million basic and diluted share basis. As for liquidity, we ended with $1.4 million in cash and over $900,000 in short-term receivables. After quarter end, we signed a non-binding term sheet for an $8 million, 24-month note at 7% simple interest, and we sold a nominal number of shares under our $50 million SEPA with New Circle. These moves give us flexibility to fund growth while managing dilution. Commercially, we are moving from pipeline to deployments. We signed our first enterprise agreements, including a multi-year engagement with WRR, and began shipping our first production-quality hardware.

We're seeing strong traction and additional Fortune 500s and global channel partners progressing through pilots and rollout planning. From here, our focus is clear: accelerate customer go-lives, grow recurring SaaS, advance next-gen bridges and tags, and scale through channel. We'll measure ourselves on bookings, SaaS growth, new logos, customer acquisition cost discipline, and profitable growth, alongside fundamentals like margin, OpEx leverage, EBITDA, free cash flow, and liquidity. I'm also happy to welcome Robin to the finance team. As Ed previously mentioned, Robin's a seasoned public company finance leader as former CFO at PetMeds and Bed Bath & Beyond. She's already helping us with compliance, cost management, and capital strategy as we scale. With that, I'll hand it back to Ed for closing remarks.

Ed Nebrotsky (CEO)

Thanks, Charlie. Again, we're excited as a team to bring these results from our first full quarter as a public company. I want to close this call thanking all the Dart AI team members who are working so hard to achieve the vision that we have for the company. I'm proud of the traction we've started to see and the results we're starting to achieve, although we still have a long road ahead of us. I'd also like to thank all the investors who have believed in us and continue to invest in us to build a truly great company to service this significant opportunity in global asset intelligence. We look forward to reporting on continued momentum as we present our fourth quarter and year-end results next quarter. Operator, please proceed to close the call.

Operator (participant)

Thank you, sir. Ladies and gentlemen, that then concludes today's conference. Thank you for joining us. You may now disconnect your lines.