- Quarterly revenue of $4.5
million, compared to $0.1
million in Q2 2021
- Significant growth from acquisition while continuing organic
growth trend
- Net Loss of $12.6 million in
Q2 2022 (inclusive of non-cash write off of $11.2 million related to the SPAC), compared to
$1.4 million in Q2 2021
- Adjusted EBITDA(1) of ($0.3) million, compared to ($0.9) million in Q2 2021
- Cash of $3.8 million as of
June 30, 2022
ROCHESTER, N.Y., Aug. 15,
2022 /PRNewswire/ -- VerifyMe, Inc.
(NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company"),
together with its subsidiary PeriShip Global LLC ("PeriShip
Global"), provides brand owners time and temperature sensitive
logistics, authentication, supply chain monitoring, and data-rich
consumer engagement features using unique smartphone readable codes
on their products, announced today the Company's financial
results for the second quarter ended June
30, 2022 ("Q2 2022").
Key Financial Highlights for Q2 2022:
- Quarterly consolidated revenue of $4.5
million, an increase of 3,527% compared to $0.1 million for the three months ended
June 30, 2021
- Gross profit of $1.7 million or
37% for the three months ended June 30,
2022, compared to $0.1 million
or 79% for the three months ended June 30,
2021
- Net loss of $12.6 million or
($1.53) fully diluted loss per share
for the three months ended June 30,
2022, which included approximately $11.2 million non-cash impairment related to the
SPAC liquidation announced in July
2022, compared to a net loss of $1.4
million or ($0.18) fully
diluted loss per share for the three months ended June 30, 2021
- Cash of $3.8 million as of
June 30, 2022
|
|
|
|
|
|
|
1 Adjusted
EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP
Financial Measures" below for information about this non-GAAP
measure.
|
Patrick White, VerifyMe's CEO
stated, "We are excited to share the impact that the acquisition of
PeriShip has had on our financial results for the quarter in
addition to our organic revenue growth of approximately 115%.
Bear in mind that due to the timing of the acquisition PeriShip's
results were roughly 9 weeks of the 12-week quarter. In
addition, historically PeriShip's largest quarters are in the third
and fourth quarter which are heavily influenced by vaccine
distribution and holiday gift season. With the liquidation of G3
VRM Acquisition Corp. (the "SPAC"), which impacted our results for
the quarter but not cashflow, now behind us, we look forward to
focusing on our core businesses and sharing improved financial
results for the remaining year."
Recent Business Highlights
- Barrington Research analyst coverage and VerifyMe will present
at their 15th Annual Barrington Research Virtual Fall
Conference on September 8, 2022
- Added two former FedEx executives to Board of Directors of
PeriShip Global
- Made the decision not to extend the period for the SPAC to
consummate a business combination and accordingly the SPAC has
dissolved and liquidated in accordance with its charter
- Initiated a new $1.5 million
share repurchase program for a period of 12 months
Financial Results for the Three Months Ended June 30, 2022:
Revenue for the three months ended June
30, 2022, was $4.5 million, a
3,527% increase as compared to $0.1
million for the three months ended June 30, 2021. The increase in revenue is
primarily related to the acquisition of the PeriShip business on
April 22, 2022. Our legacy
VerifyMe Solutions segment revenue increased by $0.1 million or approximately 115%, primarily
from new customers using our authentication serialization
technology.
Gross profit for the three months ended June 30, 2022, was $1.7
million, compared to $0.1
million for the three months ended June 30, 2021. The resulting gross margin was 37%
for the three months ended June 30,
2022, compared to 79% for the three months ended
June 30, 2021, principally due to the
lower margins of our recently acquired PeriShip solutions
segment.
Operating loss for the three months ended June 30, 2022, was $1.3
million, a decrease of $0.1
million compared to $1.4
million for the three months ended June 30, 2021. The decrease is primarily related
to the increased gross profit, partially offset by the additional
operating expenses from the acquisition of the PeriShip
business.
Our net loss for the three months ended June 30, 2022, increased by $11.2 million to $12.6
million compared to a net loss of $1.4 million for the three months ended
June 30, 2021. The increased loss was
primarily due to the impairment of our equity investment of
$11.2 million, partially offset by
the decreases discussed above. The resulting loss per share
for the three months ended June 30,
2022, was ($1.53) per diluted
share, compared to a loss per diluted share of ($0.18) for the three months ended June 30, 2021.
Adjusted EBITDA for the three months ended June 30, 2022, was a loss of $0.3 million, a decreased loss of $0.6 million, compared to a loss of $0.9 million for the three months ended
June 30, 2021. Adjusted EBITDA is a
non-GAAP financial measure. Please see "Use of Non-GAAP Financial
Measures" for a discussion of this non-GAAP measure. A
reconciliation to the most directly comparable GAAP measure, net
loss, is included as a schedule to this release.
At June 30, 2022, VerifyMe had a
$3.8 million cash balance and
$4.0 million in working capital.
As of June 30, 2022, VerifyMe had
8,666,002 shares issued and 8,467,046 shares outstanding.
Earnings Call
The Company has scheduled an earnings conference call and
webcast for 11:00 a.m. Eastern Time on Tuesday, August 16, 2022. Prepared remarks
regarding the company's financial and operational results will be
followed by a question and answer period with VerifyMe' executive
management team. The conference call may be accessed via webcast
at:
https://event.choruscall.com/mediaframe/webcast.html?webcastid=INYqmNgS or
by calling +1 (844) 282-4569 within the US, or +1 (412) 317-5614
internationally, and requesting the "VerifyMe Call." Participants
must be logged in via telephone to submit a question to management
during the call. Participants may optionally pre-register for the
conference call and webcast
at: https://dpregister.com/sreg/10169959/f3e2ff549a.
The webcast will be archived on the Investors section of
VerifyMe's website and will remain available for 90 days.
About VerifyMe, Inc.
VerifyMe, Inc. (NASDAQ: VRME), is
a technology solutions provider specializing in products to connect
brands with consumers and, through our wholly owned subsidiary,
PeriShip Global, LLC, providing brands with high-touch, end-to-end
logistics management for their products. We provide logistics
management from a sophisticated IT platform with proprietary
databases, package and flight-tracking software, weather, and
flight status monitoring systems, as well as dynamic dashboards
with real-time visibility into shipment transit and last-mile
events. In addition, VerifyMe technologies give brand owners the
ability to gather business intelligence while engaging directly
with their consumers. VerifyMe technologies also provide brand
protection and supply chain functions such as counterfeit
prevention, authentication, serialization, and track and trace
features for labels, packaging and products. For additional
information, please visit: https://www.verifyme.com .
Cautionary Note Regarding Forward-Looking Statements
This release contains forward-looking statements regarding revenue
opportunities, recurring revenue, commercialization efforts, our
sales pipeline and opportunities, and the acquisition of the assets
of PeriShip, LLC. The words "believe," "may," "anticipate,"
"intend," "should," "plan," "could," "potential," "opportunity,"
"will," "expect" and similar expressions, as they relate to us, are
intended to identify forward-looking statements. We have based
these forward-looking statements largely on our current
expectations and projections about future events and financial
trends that we believe may affect our financial condition, results
of operations, business strategy and financial needs. Important
factors that could cause actual results to differ from those in the
forward-looking statements include the impact of the COVID-19
pandemic, intellectual property litigation, the successful
development of our sales and marketing capabilities, the successful
integration of our acquisitions (including the acquisition of the
assets of PeriShip, LLC), our ability to retain key management
personnel, our ability to work with partners in selling our
technologies to businesses, production difficulties, our inability
to enter into contracts and arrangements with future partners,
issues which may affect the reluctance of large companies to change
their purchasing of products, acceptance of our technologies and
the efficiency of our authenticators in the field. These risk
factors and uncertainties include those more fully described in
VerifyMe's Annual Report and Quarterly Reports filed with the
Securities and Exchange Commission, including under the heading
entitled "Risk Factors." Should one or more of these risks or
uncertainties materialize, or should any of our underlying
assumptions prove incorrect, actual results may vary materially
from those currently anticipated. Any forward-looking statement
made by us herein speaks only as of the date on which it is made.
Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict
all of them. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by
law.
Use of Non-GAAP Financial Measures
This press release
includes both financial measures in accordance with U.S. generally
accepted accounting principles ("GAAP"), as well as non-GAAP
financial measures. Generally, a non-GAAP financial measure is a
numerical measure of a company's performance, financial position or
cash flows that either excludes or includes amounts that are not
normally included or excluded in the most directly comparable
measure calculated and presented in accordance with GAAP. Non-GAAP
financial measures should be viewed as supplemental to and should
not be considered as alternatives to any other GAAP financial
measures. They may not be indicative of the historical operating
results of VerifyMe nor are they intended to be predictive of
potential future results. Investors should not consider non-GAAP
financial measures in isolation or as substitutes for performance
measures calculated in accordance with GAAP.
VerifyMe's management uses and relies on EBITDA and Adjusted
EBITDA, which are non-GAAP financial measures. The Company believes
that both management and shareholders benefit from referring to
EBITDA and Adjusted EBITDA in planning, forecasting and analyzing
future periods. The Company's management uses these non-GAAP
financial measures in evaluating its financial and operational
decision making and as a means to evaluate period-to-period
comparison. The Company's management recognizes that EBITDA and
Adjusted EBITDA, as non-GAAP financial measures, have inherent
limitations because of the described excluded items.
The Company defines EBITDA as net income (loss) before income
tax expense (benefit), interest expense, depreciation and
amortization. Adjusted EBITDA represents EBITDA plus stock-based
compensation and the fair value of options, restricted stock
awards, restricted stock units, and warrants issued in exchange for
services, loss on equity investments and one-time professional
expenses for acquisitions. VerifyMe believes EBITDA and Adjusted
EBITDA are important measures of VerifyMe's operating performance
because they allow management, investors and analysts to evaluate
and assess VerifyMe's core operating results from period-to-period
after removing the impact of items of a non-operational nature that
affect comparability.
A reconciliation of EBITDA and Adjusted EBITDA to the most
comparable financial measure, net income (loss), calculated in
accordance with GAAP is included in this press release. The Company
believes that providing the non-GAAP financial measures, together
with the reconciliation to GAAP, helps investors make comparisons
between VerifyMe and other companies. In making any comparisons to
other companies, investors need to be aware that companies use
different non-GAAP measures to evaluate their financial
performance. Investors should pay close attention to the specific
definition being used and to the reconciliation between such
measure and the corresponding GAAP measure provided by each company
under applicable SEC rules.
VerifyMe,
Inc.
|
Consolidated
|
Balance
Sheets
|
(In thousands, except
share data)
|
As of
|
|
|
June 30,
2022
|
|
|
December 31,
2021
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
ASSETS
|
|
|
|
|
|
|
Cash and cash
equivalents
|
|
$
|
3,751
|
|
|
$
|
9,422
|
|
Accounts Receivable,
net of allowance for credit loss reserve, $13 and $0
as of June 30, 2022 and
December 31, 2021, respectively
|
|
|
1,738
|
|
|
|
297
|
|
Unbilled
revenue
|
|
|
622
|
|
|
|
-
|
|
Prepaid expenses and
other current assets
|
|
|
234
|
|
|
|
152
|
|
Short term
Investments
|
|
|
94
|
|
|
|
88
|
|
Inventory
|
|
|
59
|
|
|
|
52
|
|
TOTAL CURRENT
ASSETS
|
|
|
6,498
|
|
|
|
10,011
|
|
|
|
|
|
|
|
|
|
|
INVESTMENTS
|
|
|
|
|
|
|
|
|
Equity
investment
|
|
$
|
-
|
|
|
$
|
10,964
|
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT,
NET
|
|
|
351
|
|
|
|
204
|
|
|
|
|
|
|
|
|
|
|
RIGHT OF USE
ASSET
|
|
|
531
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
INTANGIBLE ASSETS,
NET
|
|
|
6,517
|
|
|
|
509
|
|
|
|
|
|
|
|
|
|
|
GOODWILL
|
|
|
4,092
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
OTHER ASSETS
|
|
|
106
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
TOTAL ASSETS
|
|
$
|
18,095
|
|
|
$
|
21,688
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CURRENT
LIABILITIES
|
|
|
|
|
|
|
|
|
Current portion of
debt
|
|
$
|
500
|
|
|
$
|
-
|
|
Accounts
payable
|
|
|
1,406
|
|
|
|
341
|
|
Other accrued
expenses
|
|
|
567
|
|
|
|
109
|
|
Lease liability-
current
|
|
|
116
|
|
|
|
-
|
|
TOTAL CURRENT
LIABILITIES
|
|
|
2,589
|
|
|
|
450
|
|
|
|
|
|
|
|
|
|
|
LONG-TERM
LIABILITIES
|
|
|
|
|
|
|
|
|
Long-term portion of
debt
|
|
$
|
1,500
|
|
|
$
|
-
|
|
Long-term lease
liability
|
|
|
416
|
|
|
|
-
|
|
Long term derivative
liability
|
|
|
-
|
|
|
|
71
|
|
|
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
$
|
4,505
|
|
|
$
|
521
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
|
|
|
|
|
|
Series A Convertible
Preferred Stock, $.001 par value, 37,564,767 shares
|
|
|
|
|
|
|
|
|
authorized; 0 shares
issued and outstanding as of June 30, 2022 and
|
|
|
|
|
|
|
|
|
0 shares issued and
outstanding as of December 31, 2021
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Series B Convertible
Preferred Stock, $.001 par value; 85 shares
|
|
|
|
|
|
|
|
|
authorized; 0.85
shares issued and outstanding as of June 30, 2022 and
|
|
|
|
|
|
|
|
|
December 31, 2021,
respectively
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Common
stock, $.001 par value; 675,000,000 authorized; 8,666,002 and
7,420,633
issued, 8,467,046 and
7,196,677 shares outstanding as of June 30, 2022 and
December 31, 2021,
respectively
|
|
|
9
|
|
|
|
7
|
|
|
|
|
|
|
|
|
|
|
Additional paid in
capital
|
|
|
92,347
|
|
|
|
86,059
|
|
|
|
|
|
|
|
|
|
|
Treasury stock as cost;
198,956 and 223,956 shares at June 30, 2022 and December 31, 2021,
respectively
|
|
|
(756)
|
|
|
|
(838)
|
|
|
|
|
|
|
|
|
|
|
Accumulated
deficit
|
|
|
(78,010)
|
|
|
|
(64,061)
|
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS'
EQUITY
|
|
|
13,590
|
|
|
|
21,167
|
|
|
|
|
|
|
|
|
|
|
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
$
|
18,095
|
|
|
$
|
21,688
|
|
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
VerifyMe,
Inc.
|
Consolidated
|
Statements of
Operations
|
(Unaudited)
|
(In thousands, except
per share data)
|
|
|
|
Three months
ended
|
|
|
Six months
ended
|
|
|
|
June 30,
2022
|
|
|
June 30,
2021
|
|
|
June 30,
2022
|
|
|
June 30,
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET
REVENUE
|
|
$
|
4,497
|
|
|
$
|
124
|
|
|
$
|
4,658
|
|
|
$
|
312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COST OF
REVENUE
|
|
|
2,812
|
|
|
|
26
|
|
|
|
2,850
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GROSS PROFIT
|
|
|
1,685
|
|
|
|
98
|
|
|
|
1,808
|
|
|
|
243
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING
EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General and
administrative (a)
|
|
|
2,535
|
|
|
|
1,217
|
|
|
|
4,000
|
|
|
|
2,325
|
|
Research and
development
|
|
|
25
|
|
|
|
12
|
|
|
|
34
|
|
|
|
17
|
|
Sales and
marketing (a)
|
|
|
447
|
|
|
|
297
|
|
|
|
746
|
|
|
|
544
|
|
Total Operating
expenses
|
|
|
3,007
|
|
|
|
1,526
|
|
|
|
4,780
|
|
|
|
2,886
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS BEFORE OTHER
EXPENSE
|
|
|
(1,322)
|
|
|
|
(1,428)
|
|
|
|
(2,972)
|
|
|
|
(2,643)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER (EXPENSE)
INCOME
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
(expenses), net
|
|
|
(23)
|
|
|
|
-
|
|
|
|
(22)
|
|
|
|
-
|
|
Loss on equity
investments
|
|
|
(11,210)
|
|
|
|
-
|
|
|
|
(10,958)
|
|
|
|
-
|
|
Other income
|
|
|
-
|
|
|
|
-
|
|
|
|
3
|
|
|
|
-
|
|
Payroll Protection
Program Debt Forgiveness
|
|
|
-
|
|
|
|
70
|
|
|
|
-
|
|
|
|
70
|
|
TOTAL OTHER (EXPENSE)
INCOME, NET
|
|
|
(11,233)
|
|
|
|
70
|
|
|
|
(10,977)
|
|
|
|
70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NET LOSS
|
|
$
|
(12,555)
|
|
|
$
|
(1,358)
|
|
|
$
|
(13,949)
|
|
|
$
|
(2,573)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LOSS PER
SHARE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
|
|
$
|
(1.53)
|
|
|
$
|
(0.18)
|
|
|
$
|
(1.81)
|
|
|
$
|
(0.37)
|
|
DILUTED
|
|
$
|
(1.53)
|
|
|
$
|
(0.18)
|
|
|
$
|
(1.81)
|
|
|
$
|
(0.37)
|
|
WEIGHTED AVERAGE COMMON
SHARE OUTSTANDING
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BASIC
|
|
|
8,218,964
|
|
|
|
7,391,864
|
|
|
|
7,699,324
|
|
|
|
6,991,690
|
|
DILUTED
|
|
|
8,218,964
|
|
|
|
7,391,864
|
|
|
|
7,699,324
|
|
|
|
6,991,690
|
|
(a)
|
Includes share-based
compensation of $312 thousand and $741 thousand for the three and
six months ended June 30, 2022, respectively, and $569 thousand and
$1,007 thousand for the three and six months ended June 30, 2021,
respectively
|
The accompanying notes are an integral part of
these unaudited consolidated financial statements.
VerifyMe,
Inc.
|
Consolidated
|
EBITDA and Adjusted
EBITDA Reconciliation Table (Unaudited)
|
(In
thousands)
|
|
|
|
Three Months
Ended
June 30,
|
|
|
Six months ended
June 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022
|
|
|
|
2021
|
|
|
|
2022
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(12,555)
|
|
|
$
|
(1,358)
|
|
|
$
|
(13,949)
|
|
|
$
|
(2,573)
|
Interest income
(expense), net
|
|
|
23
|
|
|
|
-
|
|
|
|
22
|
|
|
|
-
|
Payroll Protection
Program Debt Forgiveness
|
|
|
-
|
|
|
|
(70)
|
|
|
|
-
|
|
|
|
(70)
|
Amortization and
depreciation
|
|
|
208
|
|
|
|
32
|
|
|
|
243
|
|
|
|
55
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total EBITDA
(Non-GAAP)
|
|
|
(12,324)
|
|
|
|
(1,396)
|
|
|
|
(13,684)
|
|
|
|
(2,588)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based
compensation
|
|
|
5
|
|
|
|
13
|
|
|
|
92
|
|
|
|
23
|
Fair value of options
issued in exchange for services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
85
|
Fair value of
restricted stock and restricted stock units issued in exchange for
services
|
|
|
308
|
|
|
|
499
|
|
|
|
650
|
|
|
|
842
|
Loss on equity
investments
|
|
|
11,210
|
|
|
|
-
|
|
|
|
10,958
|
|
|
|
-
|
One-time professional
expenses for acquisitions
|
|
|
498
|
|
|
|
-
|
|
|
|
623
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Adjusted
EBITDA (Non-GAAP)
|
|
$
|
(303)
|
|
|
$
|
(884)
|
|
|
$
|
(1,361)
|
|
|
$
|
(1,638)
|
View original content to download
multimedia:https://www.prnewswire.com/news-releases/verifyme-reports-significant-revenue-growth-in-second-quarter-2022-results-301605609.html
SOURCE VerifyMe, Inc.