1 NASDAQ:VRME Protect your brand. Grow your business. First Quarter 2025 Investor Conference Call May 13, 2025 www.VerifyMe.com Agenda NASDAQ:VRME 01 Welcome & Introductions www.VerifyMe.com 2 Operations and Strategic Update 02 Financial Review 03 Q&A 04 Closing Remarks 05 Forward Looking Statements NASDAQ:VRME In addition to historical information, this presentation contains statements relating to revenue opportunities, anticipated revenue, profitability of the combined company, future business, financial ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark one) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR o 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 001-39332 VERIFYME, INC. (Exact Name of Registrant as Specified in Its Charter) Nevada 23-3023677 (State or Other Jurisdiction of In ...

VerifyMe (VRME) Q1 2025 Earnings Call May 13, 2025 11:00 AM ET Speaker0 Good day, and welcome to Verifamy's First Quarter twenty twenty five Financial Results Conference Call. All participants will be in listen only mode. After today's presentation, there will be an opportunity to ask questions. Please note this event is being recorded. I would now like to turn the conference over to Nancy Meyers, Chief Financial Officer. Please go ahead. Speaker1 Good morning, everyone, and thank you for joining us today f ...

(2) Adjusted EBITDA is a non-GAAP financial measure. See "Use of Non-GAAP Financial Measures" below for information about this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net loss, is included as a schedule to this release. 1 _________ Exhibit 99.1 VerifyMe Reports First Quarter 2025 Financial Results Lake Mary, FL – May 13, 2025 – PRNewswire — VerifyMe, Inc. (NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company") provides brand owners time and temperature sensitive l ...

LAKE MARY, Fla., May 8, 2025 /PRNewswire/ -- VerifyMe, Inc. (NASDAQ: VRME) ("VerifyMe," "we," "our," or the "Company") provides brand owners time and temperature sensitive logistics, and brand protection and enhancement solutions, announced today that it will release its financial results for the first quarter ended March 31, 2025 on May 13, 2025. In conjunction with the release, VerifyMe has scheduled an investor conference call and webcast that day at 11:00 a.m. Eastern Time. Prepared remarks regarding th ...

Financial Performance - Consolidated revenue for the year ended December 31, 2024, was $24,207 thousand, a 4% decrease from $25,313 thousand in 2023, primarily due to a discontinued contract in the Precision Logistics segment [154]. - Gross profit for the year ended December 31, 2024, was $8,662 thousand, resulting in a gross margin of 36%, up from 32% in 2023, attributed to process improvements in the Precision Logistics segment [155]. - The Precision Logistics segment generated revenue of $23,766 thousand in 2024, down from $24,652 thousand in 2023, reflecting challenges during the peak season [153]. - The Authentication segment's revenue decreased to $441 thousand in 2024 from $661 thousand in 2023, with no growth during the year [153]. - Net loss for the year ended December 31, 2024, was $3,824 thousand, compared to a net loss of $3,390 thousand in 2023, primarily due to impairment charges [163]. Expenses - Research and development expenses decreased to $70 thousand in 2024 from $107 thousand in 2023, mainly due to fewer projects in the Authentication segment [158]. - General and administrative expenses decreased by $564 thousand to $3,852 thousand in 2024, primarily due to lower deal costs related to the acquisition of Trust Codes Global [157]. - Segment management and technology expenses increased by $357 thousand to $5,454 thousand in 2024, primarily due to the acquisition of Trust Codes Global [156]. Shareholder Actions - The company repurchased 21,100 shares of common stock for $18 thousand under the share repurchase program during the year ended December 31, 2024 [168]. - The company has established a share repurchase program funded by cash and cash equivalents, along with proceeds from convertible notes [175]. Debt and Compliance - As of December 31, 2024, the company had short-term debt of $500 thousand and long-term debt of $375 thousand under a Term Note, with a total repayment of $500 thousand made during the year [171]. - The company is required to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal year, but was not in compliance with all covenants as of December 31, 2024 [173]. Impairment and Valuation - A goodwill impairment charge of $1,351 thousand was recorded during the year ended December 31, 2024, due to the carrying value of the Authentication reporting unit exceeding its estimated fair value [185]. - The Trust Codes acquisition in March 2023 involved significant estimates and assumptions impacting the financial statements [177]. Future Outlook - The company expects to fund operations primarily through current financial resources and future revenue, with potential for additional debt or equity issuance [176]. - The company anticipates growth through key acquisitions and organic means, aiming to accelerate business growth [176]. Contractual and Billing Information - Unbilled amounts are generally billed and collected within 30 to 60 days, with no significant changes in contract assets as of December 31, 2024 [179]. Interest Rate Management - The company entered into an interest rate swap agreement effective October 17, 2022, fixing the interest rate on outstanding debt at 7.602%, which was terminated on January 21, 2025 [174]. Revenue Sources - Over 95% of the company's revenue is derived from logistics management for time and temperature-sensitive packages, with the remaining from brand protection solutions [178].

VerifyMe, Inc. (NASDAQ:VRME) Q4 2024 Earnings Conference Call March 6, 2025 11:00 AM ET Company Participants Nancy Meyers - Chief Financial Officer Adam Stedham - President and Chief Executive Officer Conference Call Participants Michael Petusky - Barrington Research Operator Good morning, everyone, and welcome to the VerifyMe Fourth Quarter 2024 Financial Results Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity ...

Offering and Sale of Shares - VerifyMe, Inc. has agreed to issue and sell shares of common stock with an aggregate offering price of up to $15,803,511[1] - The company has filed a registration statement on Form S-3 (File No. 333-284562) with the SEC, which includes a base prospectus for the Placement Shares[2] - The company will notify the agent of the number or dollar value of Placement Shares for each sale, specifying the time period and any limitations[3] - The agent will use commercially reasonable efforts to sell the Placement Shares as specified in the Placement Notice[5] - The settlement for sales of Placement Shares will occur on the first Trading Day following the date of sale, with net proceeds delivered to the company after deductions[10] - The company must not exceed the maximum amount of shares that can be sold under the agreement, which is subject to board authorization[12] - The Placement Shares will be duly authorized and validly issued, free of any encumbrances[28] - The Company will use the Net Proceeds from the offering as described in the Prospectus[76] - The Company will not offer or sell any Common Stock outside of the Placement Shares during the specified period without the Agent's consent[77] - The Company will disclose the amount of Placement Shares sold, Net Proceeds, and compensation payable to the Agent in its annual report on Form 10-K and quarterly reports on Form 10-Q[80] - The Company reported a gross proceeds commission of 3% on each sale of Placement Shares[154] - The Placement Shares will be sold at a minimum market price to be determined during the specified time period[151] Compliance and Legal Matters - The company represents that the registration statement and transactions comply with the conditions for the use of Form S-3 under the Securities Act[14] - The Company does not have any material liabilities or obligations not described in the Registration Statement or Prospectus[18] - The Company has not experienced any Material Adverse Effect since the dates of the financial information provided[24] - The Company possesses all necessary licenses and permits for its business operations, with no known issues regarding their renewal[35] - The Company has not defaulted on any indebtedness or rental payments that would have a Material Adverse Effect[36] - There are no ongoing legal actions or regulatory investigations that would materially affect the Company's obligations[33] - The Company is duly organized and in good standing under the laws of its jurisdiction[21] - The Company is not an ineligible issuer under the Securities Act, ensuring compliance during the offering of Placement Shares[63] - There are no conflicts arising from the execution of the Agreement or the issuance of Placement Shares that would have a material adverse effect[65] - The Company has filed all required federal, state, local, and foreign tax returns and paid all taxes shown thereon, with no tax deficiency determined adversely that would have a material adverse effect[42] - The Company is in compliance with all applicable environmental laws and has not received notice of any actual or potential liability that would have a material adverse effect[46] - The Company is not aware of any failures to comply with the Sarbanes-Oxley Act provisions by its directors or officers[48] - The Company has not made any unlawful contributions to political candidates or failed to disclose contributions as required by law[61] - The Company and its subsidiaries are conducting business in compliance with all applicable laws, rules, and regulations, with no material adverse effects reported[62] Financial Reporting and Internal Controls - The financial statements of the Company present fairly its financial position and results of operations, prepared in compliance with GAAP[18] - The Company has established effective internal controls over financial reporting and has not identified any material weaknesses[47] - The Company will maintain accurate books and records and internal accounting controls to ensure reliable financial reporting in accordance with GAAP[91] - The Company must provide a Representation Date Certificate within five Trading Days of filing its annual report on Form 10-K or quarterly report on Form 10-Q[82] - The Company is required to furnish Comfort Letters from its independent accountants within five Trading Days of each Representation Date[86] Agreement Terms and Conditions - The Agreement will automatically terminate upon the issuance and sale of all Placement Shares[119] - The Agreement remains in effect unless terminated by mutual agreement or under specified sections[120] - The Agent is entitled only to reimbursement of out-of-pocket expenses if the Agreement is terminated prior to the sale of any Placement Shares[122] - The Company acknowledges that no fiduciary relationship is created with the Agent in connection with the transactions[135] - The Company must comply with the requirements of Rule 433 for any Permitted Free Writing Prospectus[134] - The Company and the Agent may execute the Agreement in counterparts, each considered an original[140] - The Registration Statement must be effective and available for the sale of all Placement Shares contemplated by any Placement Notice[94] - The Company must ensure that no material adverse changes occur that could affect the offering of Placement Shares[97] - The Agent must receive the required legal opinion and Comfort Letter on or before their respective due dates[99] - Trading in the Common Stock must not be suspended on the Exchange, and the Common Stock must not be delisted[101] - The Company has filed an application for listing quotation of the Placement Shares on the Exchange prior to issuance[104] - The Agent is required to be duly registered as a broker-dealer under FINRA and applicable state regulations during the term of the Agreement[113] Indemnification and Liability - The Company agrees to indemnify the Agent against any losses arising from untrue statements or omissions in the Registration Statement[106] - The Agent may terminate the Agreement if there is a Material Adverse Effect or significant changes in financial markets[115] - The Company has the right to terminate the Agreement with five days' written notice at its discretion[117] - The indemnity and contribution agreements will survive regardless of any investigations or acceptance of the Placement Shares[114] - The Agent agrees to contribute to total losses in proportion to the benefits received from the sale of Placement Shares[111] - The Company must notify the Agent promptly of any actions against it for which indemnification is sought[109] - The Agent will not be liable for any settlement of claims without its written consent[111] Miscellaneous - The Accountant, MaloneBailey, LLP, is an independent registered public accounting firm in compliance with the Sarbanes-Oxley Act[31] - The issued and outstanding shares of capital stock are fully paid and non-assessable, with no preemptive rights[26] - The Company maintains good and valid title to all material real and personal property, free of liens and encumbrances, except those that do not materially interfere with its business[43] - The Company owns adequate enforceable rights to all necessary intellectual property for its business operations, with no known claims of infringement that would result in a material adverse effect[44]

Core Insights - VerifyMe, Inc. reported a decrease in revenue for Q4 2024, totaling $7.7 million, down from $8.7 million in Q4 2023, primarily due to a discontinued contract in its Precision Logistics segment [4][8][9] - The company achieved an 8% year-over-year increase in gross profit and more than doubled its annual adjusted EBITDA compared to 2023 [2] - The decision to divest an unprofitable operation is expected to enhance cash flow from operations in 2025, with the company having retired most of its debt [2][12] Financial Performance - Q4 2024 revenue was $7.7 million, a decrease of $1.0 million from Q4 2023 [4][8] - Gross profit for Q4 2024 was $2.4 million, resulting in a gross margin of 32%, compared to $2.9 million and 33% in Q4 2023 [5][9] - The operating loss for Q4 2024 was ($0.3) million, compared to an operating income of $0.1 million in Q4 2023 [6] - The net loss for Q4 2024 was ($0.5) million, or ($0.05) per diluted share, compared to net income of less than $0.1 million in Q4 2023 [7][9] - Annual revenue for 2024 was $24.2 million, down from $25.3 million in 2023, while annual gross profit increased to $8.7 million, or 36%, compared to $8.0 million, or 32%, in 2023 [8][9] Cash Flow and Liquidity - Cash flow from operations in Q4 2024 was $0.6 million, down from $0.9 million for the year ended December 31, 2024 [8][9] - As of February 28, 2025, the company had $5.7 million in cash and access to additional low-cost capital [2][12] - The company has retired all debt except for $0.8 million of convertible notes held by affiliates and Board members [2] Strategic Decisions - The divestiture of the Trust Codes Global business on December 8, 2024, was part of the company's strategy to focus on more profitable areas [4] - The company is finalizing its strategy to maximize shareholder returns and is optimistic about future opportunities [2][12]

Core Viewpoint - VerifyMe, Inc. (VRME) is set to report its fourth-quarter 2024 results on March 6, with expectations of a marginal revenue decline and breakeven earnings per share [1][3][5]. Revenue Expectations - The Zacks Consensus Estimate for VRME's revenues in Q4 2024 is $8.6 million, reflecting a slight year-over-year decrease due to declining revenues in the precision logistics segment from discontinued contracts [3]. - Revenues in the authentication segment saw a minor decline in Q3 2024, but improvements are anticipated in the upcoming quarter due to strong sales and partnerships, including a successful agreement with Amazon [4]. Earnings Projections - The consensus estimate for the bottom line is breakeven, compared to earnings of 2 cents per share in the same quarter last year, with expectations of a decline attributed to rising operating expenses [5]. - The current Earnings ESP for VRME is 0.00%, and it holds a Zacks Rank of 3, indicating a neutral outlook for an earnings beat this time [6][7]. Peer Comparisons - Waste Connections, Inc. (WCN) reported mixed results for Q4 2024, with adjusted earnings of $1.16 per share missing estimates by 3.3% but showing a 4.5% year-over-year increase, while revenues of $2.3 billion exceeded estimates and grew 11% year-over-year [8]. - TransUnion (TRU) delivered strong Q4 2024 results, with adjusted earnings of 97 cents per share surpassing estimates by 1% and increasing 21.3% year-over-year, alongside total revenues of $1 billion, which outpaced estimates by 8.7% [9].