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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):      November 10, 2021

 

VerifyMe, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada 001-39332 23-3023677
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
     
75 S. Clinton Ave., Suite 510, Rochester, New York 14604
(Address of principal executive offices) (Zip Code)
   
Registrant’s telephone number, including area code:   (585) 736-9400
       
             

_____________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol(s)
  Name of each exchange on which registered
 Common Stock, par value $0.001 per share   VRME   The Nasdaq Capital Market
Warrants to Purchase Common Stock   VRMEW   The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  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.  ¨

 

 

   
 

 

Item 2.02Results of Operations and Financial Condition.

 

On November 10, 2021, VerifyMe, Inc. (the “Company”) issued a press release announcing its financial results for its three months ended September 30, 2021. The press release is attached to this Form 8-K as Exhibit 99.1.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under such section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.

 

Item 9.01Financial Statements and Exhibits.

 

Exhibit No. Description
99.1 VerifyMe, Inc. Press Release dated November 10, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

   
 

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  VerifyMe, Inc.
       
       
Date: November 10, 2021 By:    /s/ Patrick White  
    Patrick White
    President and Chief Executive Officer

 

 

 

 

 

 

 

 

Exhibit 99.1

 

VerifyMe Reports Record Revenue Growth for the Third

Quarter 2021

 

·Record Quarterly revenues of $300 Thousand, an increase of 197% compared to Q3 2020
·Record Reported Diluted EPS of $0.95
·Cash of $10.6 Million and Equity Investment of $10.8 Million as of September 30, 2021
·Repurchased 69,836 shares at an average price of $3.38 per share in the third quarter of 2021

 

 

Rochester, NY – PRNewswire – November 10, 2021 – VerifyMe, Inc. (NASDAQ: VRME) (“VerifyMe,” “we,” “our,” or the “Company”), providing brands authenticity testing, supply chain monitoring and connecting brand owners with consumers using unique consumer engagement smartphone readable codes, today announced the Company's financial results for the third quarter ended September 30, 2021 (“Q3 2021”).

 

 

 

Key Financial Highlights for Q3 2021:

·Revenues of $300 thousand for the three months ended September 30, 2021, increased by 197% compared to $101 thousand for the three months ended September 30, 2020
·Net income of $7.2 million or $0.95 fully diluted earnings per share for the three months ended September 30, 2021, compared to a net loss of $983 thousand or ($0.18) fully diluted loss per share for the three months ended September 30, 2020
·Other income reflects a $8.2 million gain on equity investment that was recognized in the three months ended September 30, 2021, from our co-sponsorship of a SPAC earlier this year
·Adjusted EBITDA, a non-GAAP financial measure, loss of $624 thousand for the three months ended September 30, 2021, compared to an adjusted EBITDA loss of $648 thousand for the three months ended September 30, 2020
·Share repurchase of 69,836 and 137,352 in the third quarter of 2021 and year to date 2021 respectively both at an average price of $3.38 per share and approximately $1.0 million remaining under the share repurchase plan
·Cash balance of $10.6 million on September 30, 2021

 

   
 

 

Scott Greenberg, VerifyMe’s Chairman of the Board of Directors, stated, “we are extremely pleased with our record revenue results for the quarter. We are beginning to see the benefits of our investment in our sales team and continue to be excited about our potential opportunities. The Company is focused on turning these opportunities into revenue generating contracts.”

 

In addition, Scott Greenberg stated, “The fair value gain of $8.2 million from our co-sponsorship and equity investment in the SPAC – G3 VRM Acquisition Corp (NASDAQ: GGGV) led to our first positive earnings quarter in the history of the company and gives the shareholder a significant asset. The company has a strong balance sheet and is well positioned to buy back additional shares under the repurchase plan over the next several months.”

 

Patrick White, VerifyMe’s CEO stated, “Our shareholders should note that VerifyMe is much more than a world class counterfeit prevention company. VerifyMe now offers brands new consumer engagement technologies that help brands drive more sales and gather business intelligence by imbedding VerifyMe’s technology on their products. When a consumer uses their smartphone to read a VerifyMe code on a product, an authenticity test is processed. After the authenticity test is completed, the VerifyMe consumer engagement software connects the brand owner directly with the consumer. Through our platform, the brand owner can provide the customer special offers and discounts, videos, product information, marketing promotions, cross sell, gifts, etc. This process helps a brand owner turn a previously “unknown” customer into a “known” customer that the brand can then cultivate and build a relationship with."

 

White continued: “It’s also important to understand that VerifyMe’s new brand engagement technologies have higher per unit pricing than our traditional authenticity products, which we anticipate will equate to larger sales. Our current customers now generate an expected annualized seven figure base of sales that we expect will carry into 2022, and beyond. Going forward we expect to build upon that base with key wins from large prospects that we are engaged with that are in the mature stage of the sales cycle.”

 

Recent Business Highlights

 

On September 30, 2021, we announced that we will be hosting an Investor Day on November 18, 2021. Pre-registration is required for this event. Investors and research analysts who are interested in attending can register for the event at https://services.choruscall.com/mediaframe/webcast.html?webcastid=ZXC71sAf.

 

Financial Results for the Three Months Ended September 30, 2021:

 

Revenue for the three months ended September 30, 2021, was $300 thousand, a 197% increase as compared to $101 thousand for the three months ended September 30, 2020. The increase in revenue is primarily related to increased use of our security printing and authentication serialization technology and a new order with a cannabis company using our unique smart phone readable codes which allow it to connect directly with its customer base.

 

   
 

 

Gross profit for the three months ended September 30, 2021, was $186 thousand, compared to $82 thousand for the three months ended September 30, 2020. The resulting gross margin was 62% for the three months ended September 30, 2021, compared to 81% for the three months ended September 30, 2020. The decrease in our gross profit margin relates to a shift in product mix, with an increase in the use of our secure track and trace serialization technology and customer engagement products. We believe our high gross profit margins demonstrate our business model’s ability to generate profitable growth.

  

Operating loss for the three months ended September 30, 2021, was $1,025 thousand, an increase of $42 thousand compared to $983 thousand for the three months ended September 30, 2020. The increase is primarily related to a $60 thousand increase in share-based compensation and a $60 thousand increase in salaries and number of employees; partially offset by the increase of $104 thousand in gross profit.

 

Our net income for the three months ended September 30, 2021, increased by $8,172 thousand to $7,189 thousand compared to a net loss of $983 thousand for the three months ended September 30, 2020. The increase was primarily due to the fair value gain on our equity investment in the SPAC -G3 VRM Acquisition Corp contributing a fair value gain of $8,214 thousand. The resulting earnings per share for the three months ended September 30, 2021, was $0.95 per diluted share, compared to a loss per share of ($0.18) per diluted share for the three months ended September 30, 2020.

 

Adjusted EBITDA loss for the three months ended September 30, 2021, was $624 thousand, a decreased loss of $24 thousand, compared to $648 thousand for the three months ended September 30, 2020. Adjusted EBITDA is a non-GAAP financial measure. Please see “Use of Non-GAAP Financial Measure for a discussion of this non-GAAP measure. A reconciliation to the most directly comparable GAAP measure, net income (loss), is included as a schedule to this release.

 

At September 30, 2021, VerifyMe has a strong balance sheet with $10.6 million cash balance, $10.8 million equity investment and no debt.

 

As of September 30, 2021, VerifyMe has 7,440,546 shares issued and 7,296,183 outstanding.

 

 

About VerifyMe, Inc.

VerifyMe, Inc. (NASDAQ: VRME), is a technology solutions provider specializing in products to connect brands with consumers. 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. To learn more, visit www.verifyme.com.

 

   
 

 

Cautionary Note Regarding Forward-Looking Statements

This release contains forward-looking statements regarding revenue opportunities, commercialization efforts, our sales pipeline and opportunities, and co-sponsorship of G3 VRM Acquisition Corp. The words "believe," "may," “estimate," "continue," "anticipate," "intend," "should," "plan," "could," "target," "potential," "is likely," "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, 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 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, and fair value gain on equity investment. 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 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.

 

For Licensing or Other Information Contact:

Company: VerifyMe, Inc.

Email: [email protected]

Website: http://www.verifyme.com

 

   
 

 

VerifyMe, Inc.

Balance Sheets

(In thousands, except share data) 

 

   As of 
   September 30, 2021   December 31, 2020 
   (Unaudited)     
ASSETS        
         
CURRENT ASSETS          
Cash and cash equivalents  $10,630   $7,939 
Accounts Receivable   319    31 
Prepaid expenses and other current assets   111    177 
Inventory   48    54 
TOTAL CURRENT ASSETS   11,108    8,201 
           
INVESTMENTS          
Equity Investment   10,806    - 
           
PROPERTY AND EQUIPMENT          
Equipment for lease, net of accumulated amortization of          
$88 as of September 30, 2021 and $50 December 31, 2020,
respectively
   207    200 
Office Equipment, net of accumulated amortization of          
$1 and $0 as of September 30, 2021 and December 31, 2020,
respectively
   8    - 
           
INTANGIBLE ASSETS          
Patents and Trademarks, net of accumulated amortization of          
$345 and $320 as of September 30, 2021 and December 31, 2020,
respectively
   328    293 
Capitalized Software Costs, net of accumulated amortization of          
$40 and $20 as of September 30, 2021 and December 31, 2020,
respectively
   143    80 
TOTAL ASSETS  $22,600   $8,774 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
CURRENT LIABILITIES          
Accounts payable and other accrued expenses  $434   $383 
TOTAL CURRENT LIABILITIES   434    383 
           
NON-CURRENT LIABILITIES          
Term Note  $-   $72 
Other Long Term Liabilities   9    - 
           
TOTAL LIABILITIES  $443   $455 
           
STOCKHOLDERS' EQUITY          
Series A Convertible Preferred Stock, $.001 par value, 37,564,767
shares
          
 authorized; 0 shares issued and outstanding as of September 30, 2021
and
          
0 shares issued and outstanding as of December 31, 2020   -    - 
           
Series B Convertible Preferred Stock, $.001 par value; 85 shares          
  authorized; 0.85 shares issued and outstanding as of September 30,
2021 and
   -    - 
  December 31, 2020, respectively          
           
Common stock, $.001 par value; 675,000,000 authorized; 7,440,546
and 5,603,888 issued, 7,296,183 and 5,596,877 shares outstanding as of
September 30, 2021 and December 31, 2020, respectively
   7    6 
           
Additional paid in capital   85,784    76,099 
           
Treasury stock as cost; 144,363 and 7,011 shares at September 30,
2021 and December 31, 2020, respectively
   (577)   (113)
           
Accumulated deficit   (63,057)   (67,673)
           
STOCKHOLDERS' EQUITY   22,157    8,319 
           
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $22,600   $8,774 

 

   
 

 

VerifyMe, Inc.

Statements of Operations

(Unaudited)

(In thousands, except share and per share data)

 

   Three months ended   Nine months ended 
   September 30, 2021   September 30, 2020   September 30, 2021   September 30, 2020 
                 
                 
NET REVENUE                    
Sales  $300   $101   $612   $268 
                     
COST OF SALES   114    19    183    49 
                     
GROSS PROFIT   186    82    429    219 
                     
OPERATING EXPENSES                    
General and
administrative (a)
   636    550    2,320    1,520 
Legal and accounting   74    98    288    235 
Corporate payroll
expenses (a)
   194    117    621    436 
Research and
development
   8    7    25    7 
Sales and marketing (a)   299    293    843    415 
Total Operating expenses   1,211    1,065    4,097    2,613 
                     
LOSS BEFORE OTHER
INCOME (EXPENSE)
   (1,025)   (983)   (3,668)   (2,394)
                     
OTHER INCOME
(EXPENSE), NET
                    
Interest income
(expenses), net
   1    -    1    (2,054)
Fair value gain on equity
investment
   8,214    -    8,214    - 
Loss on extinguishment
of debt
   -    -    -    (280)
Payroll Protection
Program Debt
Forgiveness
   -    -    70    - 
Income Tax Expense   (1)   -    (1)   - 
TOTAL OTHER INCOME
(EXPENSE), NET
   8,214    -    8,284    (2,334)
                     
NET INCOME/(LOSS)  $7,189   $(983)  $4,616   $(4,728)
                     
EARNINGS/(LOSS) PER
SHARE
                    
BASIC  $0.99   $(0.18)  $0.65   $(1.38)
DILUTED  $0.95   $(0.18)  $0.63   $(1.38)
                     
WEIGHTED AVERAGE
COMMON SHARE
OUTSTANDING
                    
BASIC   7,290,975    5,488,111    7,078,046    3,436,805 
DILUTED   7,570,985    5,488,111    7,335,268    3,436,805 

 

 

(a)Includes share-based compensation of $372 thousand and $1,379 thousand for the three and nine months ended September 30, 2021, respectively, and $311 thousand and $1,000 thousand for the three and nine months ended September 30, 2020, respectively.

 

   
 

 

 VerifyMe, Inc.
GAAP to Non-GAAP Reconciliation
(Unaudited)
(In thousands)

 

   Three Months Ended
September 30,
   Nine months ended
September 30,
 
                 
ADJUSTED EBITDA (Non-GAAP)   2021    2020    2021    2020 
                     
Net Income (Loss)  $7,189   $(983)  $4,616   $(4,728)
                     
Interest expenses (income), net   (1)   -    (1)   2,054 
                     
Loss on extinguishment of Debt   -    -    -    280 
Payroll Protection Program Debt Forgiveness   -    -    (70)   - 
Amortization and depreciation   29    23    84    70 
                     
Income tax expense   1    -    1    - 
                     
Total EBITDA (Non-GAAP)   7,218    (960)   4,630    (2,324)
                     
Adjustments:                    
                     
Stock based compensation   21    12    44    62 
                     
Fair value of options issued in exchange for
services
   -    158    85    643 
                     
Fair value of restricted stock and restricted
stock units issued in exchange for services
   351    142    1,250    241 
 Fair value of warrants in exchange for
services
   -    -    -    54 
Fair value gain on equity investment   (8,214)   -    (8,214)   - 
                     
Total Adjusted EBITDA (Non-GAAP)  $(624)  $(648)  $(2,205)  $(1,324)