VerifyMe - Earnings Call - Q2 2025

Executive Summary

• Q2 2025 revenue declined 16% year over year to $4.52M with gross margin of 35%, while net loss improved to $(0.29)M and diluted EPS to $(0.02); Adjusted EBITDA rose to $0.27M, reflecting cost controls despite premium-service contraction.
• Sequentially, Q1→Q2 2025 saw revenue up modestly (Q1 $4.46M to Q2 $4.52M), gross margin improving (33%→35%), and operating expenses reduced (Q1 $2.08M→Q2 $1.91M), supporting EBITDA stabilization.
• Management highlighted positive cash generation in Q2 ($0.7M from operations) and a new partnership with the other major US parcel carrier; e-commerce integrations were completed, setting the stage for organic revenue growth in 2026 and a higher margin profile.
• No formal financial guidance was issued; commentary points to continued positive cash flow in 2025 and margin improvement due to mix and seasonality. The firm entered a 9‑month $2M promissory note at 16% interest to enhance treasury yield, and continues evaluating tuck‑in/transformative M&A.

What Went Well and What Went Wrong

• What Went Well:

  • Adjusted EBITDA improved to $0.27M (vs $0.15M YoY) and operating expenses fell; CEO noted “positive cash generation in Q2 2025, and our new partnership with the other major parcel carrier”.
  • Completed integrations with e‑commerce shopping carts; operating costs reduced ~27% YoY, supporting margin resilience in Proactive services.
  • CFO expects “continued positive cash flow from operations in 2025,” citing $0.7M cash from operations in Q2 and stronger interest income actions.

• What Went Wrong:

  • Revenue decreased YoY primarily due to a discontinued premium-services contract ($0.6M impact) and two Proactive customers churn; gross margin compressed to 35% from 39% YoY.
  • Authentication revenue shrank sharply post-divestiture; authentication revenue was $27K in Q2 (Q&A disclosure) and segment now represents a de minimis share.
  • Nasdaq minimum bid price deficiency notice increases listing risk through Sep 30, 2025; vendor concentration remained high (one vendor at 99% of transport costs).

Transcript

Speaker 1

Good day, and welcome to the VerifyMe second quarter 2025 financial results conference call. All participants will be in a listen-only mode. Should you need assistance, please signal a conference specialist by pressing the star key followed by zero. After today's presentation, there will be an opportunity to ask questions. To ask a question, you may press star, then one on a touch-tone phone. To withdraw your question, please press star, then two. Please note that this event is being recorded. I would now like to turn the conference over to Jennifer Cola, Chief Financial Officer. Please go ahead, ma'am.

Speaker 3

Good morning, everyone, and thank you for joining us today for our second quarter 2025 earnings call presentation. On the call today, I am joined by Adam Stedham, CEO and President, who will give an operations and strategic update. Following our management presentation, we will have a Q&A session. I would like to bring your attention to the note on forward-looking statements on slide three. Today's presentation and the answer to questions include forward-looking statements. It should be understood that actual results could differ materially from those projected due to a number of factors, including those described under the forward-looking statements caption and on the risk factors of the company's annual report on Form 10-K and quarterly reports on Form 10-Q. I will now turn the call over to Adam Stedham to discuss the company strategy.

Speaker 2

Thank you, Jen. I'm very pleased with the progress we've made in 2025. Our primary organic focus is on PeriShip, and I realize that during the second quarter of 2025, PeriShip revenue decreased approximately 14% versus the second quarter last year. The major contributing factor was the previously announced large customers' losses back in 2024. Outside of those historical customers, new customer sales and expanded revenues with specific existing customers have offset some overall softening of the partial shipment market. I'd also like to point out that VerifyMe has reduced our operating expenses by approximately 27% versus Q2 2024. We're managing our costs in alignment with revenues, and we're maximizing the gross margin of our proactive services within our precision logistics segment.

Our positive adjusted EBITDA in Q2 2025 is an improvement over Q2 2024, so we're taking the steps that are required to ensure we have sufficient resources to invest in our strategies for both organic and strategic growth. During our previous call, I discussed our organic growth initiatives for creating value for our shareholders. Our primary focus is expanding revenues with directly contracted PeriShip customers. These efforts are delivering very positive results. We're pleased with the new customers we're adding in 2025. Our marketing efforts continue to generate increased inbound lead activity, and we believe our business development and marketing approach will be a significant component to meaningful organic revenue growth in 2026. The second element of the organic growth strategy we discussed was developing relationships with additional freight carriers and third-party logistics companies.

We're pleased to announce that we now have a relationship with the two freight carriers that handle the overwhelming majority of the non-U.S. Postal Service partial shipments in the United States. Historically, our single carrier strategy created an environment in which PeriShip did not have the ability to service meaningful portions of the potential target market for our services. The process of integrating our technology and services with our additional freight carrier will take a couple of months, but the addition of a second carrier further reinforces the confidence we have in organic revenue growth in 2026. We had also previously announced that we were integrating with technology platforms related to e-commerce shopping carts and shipping management software applications.

We have completed those projects and those integrations that we discussed on our last call, and our technology team is now shifting their focus to technology integrations and upgrades with our shipping carrier relationships. At this point, I'd like to shift the conversation from organic growth efforts to our strategic growth efforts. As I mentioned earlier, the company had $6.1 million of cash at the end of Q2 2025, and we do not require cash to support annual operating or public company expenses. We continue to evaluate transformative and tuck-in acquisitions. However, it's difficult to predict the timing or probability of these activities. Therefore, while we're diligently evaluating these strategic options, we want to realize more benefits from the strength of our balance sheet. We have adopted a treasury strategy that will allow the company to realize better interest income and cash generation from our strong balance sheet.

This strategy involves loaning a portion of our available cash to Zen Credit Ventures in exchange for a nine-month promissory note at a more favorable interest rate than our current high-yield savings account. We anticipate this strategy should improve our annualized interest income from approximately 4% of total available cash to greater than 8%. We don't believe this strategy will have any impact on our ability to pursue strategic options for the company. We continue to have availability under our line of credit with our bank and a good relationship with our bankers, and we feel we have plenty of access to capital to pursue any strategic options we desire. At this point, I'd like to turn the call back over to Jennifer Cola, and she'll review the financial details of the quarter.

Speaker 3

Thank you, Adam. The second quarter revenue was $4.5 million versus the prior year of $5.4 million, a decrease of $0.9 million. This decrease is primarily due to a previously disclosed discontinued contract in our premium services, discontinued services with two customers in our proactive services, partially offset by increased revenues from new and existing customers in our precision logistics segment. Gross profit decreased by $0.5 million to $1.6 million in Q2 2025, compared to $2.1 million in Q2 2024. As a percentage of revenue, gross margin was 35% in Q2 2025 versus 39% in Q2 2024. While the quarter resulted in a decrease in year-over-year gross profit percentage, the loss of the one customer in our higher margin premium services was partially offset by margin improvements in our proactive services.

We expect the gross profit percentage to increase compared to Q3 and Q4 of 2024, factoring in the seasonal variations in our precision logistics segment. Operating expenses were $1.9 million in Q2 2025, compared to $2.6 million in Q2 2024. In addition to a reduction in operating costs resulting from the divestiture of Trust Codes in December 2024, the company also implemented cost-cutting measures in the precision logistics segment. Our net loss for the quarter was $0.29 million, or a loss of $0.02 per diluted share in Q2 2025, compared to a net loss of $0.35 million, or $0.03 per diluted share in Q2 2024. We purchased 201,000 shares of company stock during Q2 2025 at a cost of $153,000 and have $330,000 remaining under the share repurchase program.

Our adjusted EBITDA improved to $0.3 million in Q2 2025, compared to $0.2 million in Q2 2024, as a result of our continued efforts to reduce costs and develop operational efficiencies. On the last slide is our balance sheet as of June 30, 2025. Our cash balance as of June 30, 2025 was $6.1 million, an increase of $3.3 million from a balance of $2.8 million on December 31, 2024. During Q2 2025, we generated $0.7 million cash from operations, compared to $0.4 million in Q2 2024. We expect to have continued positive cash flow from operations in the second half of 2025. On August 8, 2025, to improve our rate of return on our available cash balance, we entered into a $2 million short-term loan agreement and promissory note in exchange for regular quarterly interest payments at an annual interest rate of 16%.

We also continue to have $1 million available under our line of credit and have no borrowings outstanding. With that, I'd like to turn the call back to Adam.

Speaker 2

Thank you, Jen. As I started the call, I'm pleased with the progress in 2025. We're advancing our strategy for developing directly contracted PeriShip customers. I believe this strategy presents the company with the best opportunity for sustainable organic growth. In addition, we continue to have a disciplined approach to managing our costs, margins, and evaluating strategic opportunities. The combination of the strength of our balance sheet, anticipated annual cash flow, and our executive team's experience with creating value through acquisitions positions the company to provide meaningful shareholder returns for our current share price. At this point, I think we'll turn the call over for questions and answers.

Speaker 1

Thank you. We will now begin the question and answer session. To ask a question, you may press star, then one on your touch-tone phone. If you are using a speaker phone, please pick up your handset before pressing the keys. If at any time your question has been addressed and you would like to withdraw your question, please press star, then two. At this time, we will pause momentarily to assemble our roster. Your first question today will come from Michael John Petusky with Barrington Research. Please go ahead.

Speaker 0

Hey, good morning. A couple of quick ones.

Speaker 2

Hey, Mike, how are you?

Speaker 0

Hey, good morning, Adam. A couple of quick ones for Jennifer, and then I have one or two for you as well, Adam. Jennifer, do you have the authentication revenue in the quarter?

Speaker 3

Yes, it was, I'm sorry, $27,000.

Speaker 0

Okay. Do you have the growth ex the impact of the lost business on PeriShip? If you excluded the impact of the business that was lost in 2024, do you have a number in terms of just growth rate for that business?

Speaker 2

It's hard to answer that in that way because if you looked at, you know, we had the customer that was insourced by our shipping partner. We had the customer we discussed that had outsourced their cold chain strategy. Between the two, I think for one, we could mathematically answer it, but I think it would give an unclear answer. I think the puts and takes, you know, we single-digit percentage one way or the other after those puts and takes.

Speaker 0

Okay. In terms of the other carrier, you seem to suggest the impact would be at least a couple of months out before that would start to show up. Do you expect that relationship to be material over the next few quarters, or is that going to be a slow build?

Speaker 2

I wouldn't expect it to happen in the next, I wouldn't expect anything to happen soon because, as I said, it's going to take a couple of months to integrate with their technology. In addition to that, historically speaking, shippers are very reluctant to make changes during peak season. The overall shipping marketplace becomes strained between Thanksgiving and Christmas. Companies, e-commerce companies, or companies that do a lot of shipping are aware of this, so they don't make a lot of changes. That would also create an environment where you wouldn't get a lot of changes there. It will be that the build will be pushed further back and start to materialize more noticeably in 2026.

The thing I would point out to you, though, is that if you look at the overall marketplace, the new carrier handles a much larger, has a much larger % of the marketplace than our existing partner does for the specific types of parcel shipments that we service. That's why we're pretty excited about it.

Speaker 0

Okay. And then I guess just the last question, Adam, and I'll let others get on here. You know, obviously, a good quarter in terms of sort of expense management, the cash generation, the cash build, all of it's great. You know, you've got this cash balance, which is the healthiest it's been that I can remember, at least in recent memory. I'm just curious, in terms of your capital allocation priorities, I mean, is it, would number one be internal investment in PeriShip? Would it be adding on some other business via M&A? How are you thinking about that, that, you know, utilizing that balance sheet to create shareholder value over the next few years? Thanks.

Speaker 2

Great question. The focus of 2025 really has been on transforming PeriShip and getting it to where it has a highly efficient, highly scalable model that can grow from there. We made that pivot as we pivoted out of, with the divestiture that we had at the end of 2024. That's where we're focusing this year. Through that, we're continuing, we have generated cash through the warrant inducement earlier in the year. We continue to generate cash flow from operations. That money, the capital that we're making available, we're really not sinking that back into the operating business. We're looking to deploy that in other ways to create value. We've evaluated potential acquisitions that are in the same space. We've looked at other strategic alternatives to put the capital at work.

To be quite frank, we're trying to be very, very diligent and make sure that whatever we do, we get it right and it provides a very meaningful return to the shareholders. Without a doubt, we plan on deploying the capital in a way that would provide strategic advantage to our shareholders. It's not burning a hole, the money's not burning a hole in our pocket either, and we want to make sure we get it done right. Did that answer the question? I feel like I may not have directly answered it, but I wanted to give you the color of what we're trying to do.

Speaker 0

No, I mean, my takeaway from your answer is essentially you'd like to find an asset or assets externally if you can find something you think has a good ROI.

Speaker 2

Absolutely. I would very much, as we've said from the beginning when I first came on board, the plan has been to create shareholder value through a combination of organic and strategic growth. I continue to be diligently focused on strategic growth. The right opportunity just hasn't materialized yet.

Speaker 0

All right, fair enough. Thanks. Appreciate it.

Speaker 1

This will conclude our question and answer session. I would like to turn the conference back over to management for any closing remarks.

Speaker 2

Thank you. I appreciate everybody joining the call today. I look forward to our next call and keeping everybody updated on the progress with providing our additional freight carrier. Thanks again. Bye.

Speaker 1

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.