Good morning, and welcome to the VerifyMe Year-End 2022 Financial Results Conference Call. All participants will be in a listen-only mode. [Operator Instructions] After today's presentation, there will be an opportunity to ask questions. [Operator Instructions] Please note this event is being recorded today. I would now like to turn the conference over to Nancy Meyers, Vice President and Investor Relations. Please go ahead.

Good morning, everyone and thank you for joining us today for our earnings call presentation. On the call today we have Scott Greenberg, Interim CEO and Executive Chairman; Keith Goldstein President and Chief Operating Officer; Margaret Gezerlis, CFO; and Curt Kole, Executive Vice President, Sales and Global Strategy, to give you an update on our fourth quarter 2022 results. 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 answers 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 Scott Greenberg for some opening remarks.

Thank you, Nancy. Thanks for participating on the fourth quarter of 2022 earnings call. We believe the company is developing a unique platform, both organically and through the acquisitions completed. In 2023, our goal is to further integrate our acquisitions to enhance the company's platform. The fourth quarter of 2022 results and the opportunities being pursued leads us to a positive future outlook. I believe the presentations today will demonstrate that the company's at an inflection point, and for 2023, the company forecasts of positive adjusted EBITDA and increased revenue for the year with a strong balance sheet. We believe that the VerifyMe, PeriShip, and Trust Codes brands are important both individually and the combined strategy for future growth. In addition, I'd like to thank Patrick White for his contributions in the past of being the company CEO. That being said, I believe we have put together an experienced management team and Board of Directors that's poised for success. Next slide please. Just a little bit about the financial and equity snapshot. Our stock price today is roughly about $1.60 and our sales outstanding is 9.4 million, which us a market cap that's closing in on $15 million. Our cash balance as of December 31st 2022 was $3.4 million and that's socially consistent with our June balance, so our cash has been holding up and roughly staying equal in the six months. Our debt is $1.9 million as of December 31, 2022. And on a positive note, our debt is normal bank debt with PNC Bank. Our revenues for fiscal 2022 is $19.6 million, and as you see our projection later on, we should grow revenue both organically and through acquisitions by over 40% in 2023. And our inside beneficial ownership is approximately 17%. With that being said, I'd now like to turn over the call to Keith Goldstein.

Great. Thank you, Scott. For those of you who don't know me, I've been the Chief Operating Officer of VerifyMe for approximately four and a half years, and the President and Chief Operating Officer for just over a year. It's a pleasure today -- rather it's a pleasure to speak with you today about VerifyMe. As Scott mentioned, we had a record fourth quarter with revenue coming in at $9.7 million. The fourth quarter is historically the strongest quarter for PeriShip due to holiday shipments. In addition, our sales opportunity pipeline for the brand protection business continues to be robust, and with the acquisition of PeriShip last April, we now have a strong sales opportunity pipeline in our information logistics business as well. Last month, we acquired the assets of Trust Codes, a New Zealand based software-as-a-service company. Trust Codes is in the brand protection space, connecting a brand to the consumer with store retailing, data transparency, invisibility of the journey for each and every item in the supply chain. We view the acquisition of Trust Codes as strategic for the company. Combining Trust Codes unit level traceability solutions with PeriShip's information logistics platform, we now have a unified software offering that allows us to provide end-to-end security and trust in the supply chain from the point of a products manufacturer all the way through to the proof of delivery. I'll share more about the benefits from the Trust Codes acquisition when we move to the next slide. We entered into a five-year extension on our agreement with our strategic partner, HP Indigo. For anyone that may be new to VerifyMe, HP Indigo manufacturers and sales offset quality digital printing presses. We provide our covert pigment to HP Indigo. They convert it into an inc. for the Indigo presses, which…

This is Curt Kole and thank you, Keith. I'm going to spend a few minutes talking about some of the initiatives that we've embarked on post-acquisition, some of the things we're going to do in the future that we believe is going to drive new business. We are so enthusiastic about the recent acquisition that we've embarked on a total rebranding, including logo, website, messaging, that encompasses all the blended services. We believe that the acquisition builds out the brand in a way that we have not previously. And we are looking at selling propositions to all aspects of the enterprise, inclusive of PeriShip, VerifyMe, as well as Trust Codes. We've embarked on a full scale digital marketing campaign to include social media, paid search, email marketing content and content development. In addition to our sales efforts that we have embarked on originally, we believe that this is going to enhance our opportunity to inform the market and going to position us in a way that is unique to the space. As Scott and Keith mentioned, we are in the info logistics business. We handle no product. We manage the information associated with that, and we believe that that value increases on a daily basis, given that it's about data, about data and about data. We're fortunate enough to be aligned with folks in our organization who understand that, who understand the value of it, and how to translate that into new opportunity and new revenues. We also engage the third-party lead generation organization to cast a wider net. Given the addition of our new organization, we believe we're positioned in a unique way and we want to make sure that we're touching all of the folks out there that could have some need for our services and in the…

Thanks Curt. Just to quickly provide the 2023 outlook, we are projecting revenue to be at $28 million or better for 2023, which is slightly better than the guidance that we've previously provided. We expect the gross margin to be consistent with 2022 or better, which was at 33%. And as Scott had mentioned we are projecting a positive adjusted EBITDA. And with that, I'll turn the presentation over to our CFO, Margaret Gezerlis, to touch upon the financials in greater detail.

Thanks Keith. Good morning, everyone. Thank you for joining us. As you heard from Scott and Keith we continue showing record results and have a positive outlook for the upcoming fiscal year. Our Q4 revenue was $9.7 million, an increase of 86% over the third quarter revenue. Gross profit margin was [technical difficulty]. Lower gross margin was in line with our seasonal shift in product mix between proactive and premium revenue streams. We had a net income of $0.1 million in Q4 2022 compared to a net loss [technical difficulty] in the third quarter 2022, and a net loss of $1 million in the fourth quarter of 2021. Next slide please. In this slide, you can see the improvement of our financial results. We remain consistent quarter-over-quarter. Our adjusted EBITDA is a positive $0.7 million in the fourth quarter, an increase of $0.9 million or approximately 500% when compared to the third quarter adjusted EBITDA loss $0.2 million. Our business is seasonal with fourth quarter showing the strongest performance. Our first quarter is lower performing in comparison, however, we do expect a positive outlook to fiscal year 2023 as mentioned previously. Next slide please. The next slide illustrates the dramatic increase in revenue and gross profit in 2022, which includes the acquisition of the PeriShip business starting on April 22nd, 2022. We expect to maintain or improve our gross profit margin for the fiscal year 2023. Next slide please. Our cash as of December 31st, 2022 is $3.4 million, a decrease of $6 million from $9.4 million on December 31st, 2021. Since the acquisition of the PeriShip business in April, 2022, we required an initial out cash outlay of $7.5 million and a repayment of debt in Q3 of $1.9 million [technical difficulty] our cash has remained steady. If you look at comparison to September as Scott previously mentioned. As for year-end, we have working capital of $4 million, $10.4 million of intangible assets and goodwill related to the acquisition of PeriShip and a four-year term loan with PNC of $1.9 million. We also have a $1 million revolving line of credit with PNC, of which no amount has been withdrawn as of December 31st, 2022. We continue to believe that we have sufficient cash to cover our operations for the foreseeable future as our business starts to generate cash. We believe the acquisitions of the Trust Codes assets in Q1, 2023 allows us to provide a comprehensive solution to our customers that will improve our results. We continue to grow the business organically, but are always looking for opportunities to increase our shareholders' value. With that, I'd like to thank you for your participation and open the floor to any questions you might have.

We will now begin the question-and-answer session. [Operator Instructions] And our first question here, we'll come from Jack Vander Aarde with Maxim Group. Please go ahead.

Okay. Great. Good morning guys. I appreciate the update. Thank for taking my questions. Scott, good to see the strong finish of 2022 with strong fourth quarter revenue. Obviously, the bulk of that was PeriShip. And I think in the preliminary announcement I saw that the core VerifyMe business seemed to be up 60%, which was ahead of your 50% year-over-year growth guide.

Yes.

So, just how do you -- you gave new guidance for 2023 of $28 million for revenue. How does that factor in? How do we factor in the core VerifyMe business? Is it still at that 50% clip in your mind, or any comments would be helpful?

Yes. I mean, on the positive on the VerifyMe business is twofold. One is the incremental gross profit is typically over 60%. So, as we improve VerifyMe, it has the high margin business. We do expect the VerifyMe business again to grow in excess of 50%. And that was taken into consideration for our ability to raise the guidance from an excess of $25 million to an excess of $28 million. So, the answer to your question is good news. The answer is yes. And why we feel positive is you could see all the additions we've made to the technology and the features of the technology and the mobile apps to generate additional revenue. This is the things that the company never had before, and we're starting to make a significant progress in those areas. So, we are optimistic for both VerifyMe technology, PeriShip technology, and Trust Codes, all having organic revenue growth in 2023.

Okay. Great. And then, since the PeriShip acquisition did close in April, and just going -- circling back to your new guidance for 2023, $28 million at least, I guess just I'm trying to get a better sense of what you expect for a true or a net revenue growth going forward. And I know you're not providing 2024 guidance by any means. But is there sort of a normalized growth rate you think beyond 2023 once the dust kind of settles the integration?

Well -- yeah, that's why I call it an inflection year. We expect a growth this year, but in order to get and to continue on significant growth, which we believe we will, we have to succeed on what we're doing, we have to execute. I believe we'll execute and the growth rate will continue. But this is going to be the inflection year, Mike, in that respect. But we feel comfortable that we will have continued revenue growth, organic growth, significant growth and beyond 2023.

Okay. Great. And then maybe just one more for me, and I'll hop back in the queue. But Scott, you obviously took over as Interim CEO after Patrick White. I thought Patrick White did a great job helping you guys get to this point. So, kudos to him for that. Just maybe an update on your, CEO, new CEO search process or what you're kind of expecting or looking for.

Well, right now, what we wanted to have the team focus on is executing. And we believe we have all the key people in place to execute. We did not want any distractions from achieving our goals in 2023. So, since I was already Executive Chairman, we all believed that the best approach currently would be for me to continue on as Interim CEO. So, I don't believe there's any rush in making changes, but we will evaluate that, but the number one goal is to not disrupt the company. And I believe the way we reorganized the management team, everybody has a clear focus and agenda, and the Board thought it was the best way to approach it.

Understood. Okay. That's it for me. Congrats on the increased outlook and strong results. I'll hop back in the queue.

All right. Thank you.

Our next question will come from Mike Petusky with Barrington Research. Please go ahead.

Hey, good morning. Thanks for the question. So, I guess, one question I have, and I haven't seen this, and if I missed it, can you give -- and I understand that PeriShip wasn't part of the business obviously, in the previous Q4. But did PeriShip actually grow in Q4 versus the previous Q4? Or did it shrink? Thanks.

Margaret?

Yeah. So, PeriShip, generally for the full year PeriShip came in lower than it was in the prior year, and that related to some business that was lost, primarily in Alaska. So, the Q4 actually remained steady because we had a record Q4, and it was an in -- it was a higher percentage of the total revenue. So, last year the Q4 came to roughly 33%. We were expecting the same kind of percentage this this year, but it landed at 37%. So, it was a very strong Q4.

What -- but yeah, what happened is, so looking at it Q4 was relatively flat compared to Q4 last year. But …

But was it 9.7? Can you just give me the number so I can compare to that?

Yeah. Margaret, do you have the number for Q4 in the prior year of PeriShip?

Yeah. So, the number was around $9.5 million.

Okay.

And then this quarter was $8.9 million.

So, basically looking at it, we've added a lot of accounts and even though it was down, slightly the same from last year, the prospects look good. So, we expect to have organic growth again, a lot of accounts were added. You saw all the new things we put into place. So, we're optimistic that PeriShip will start having organic growth back under our domain.

Sorry, I may have misheard. Was it 9.9 or 9.5 for the year ago Q4?

9.5.

Sorry, that's still getting garbled. 9.9, Scott?

Margaret, I think she said …

9.5.

9.5.

Okay. So, it did grow, or I'm sorry it didn't grow because it was 8.9 is the comp. Okay. Got it.

Our overall revenue grew, but the PeriShip, because of VerifyMe business. So, we did have organic revenue growth in the fourth quarter, but it was primarily attributable to the huge growth of the VerifyMe technology.

Okay. Sure. So, if you look at -- you guys have a slide, which I appreciate sort of the revenue by market sector for the quarter. When you sort of think about what that's going to look like over the next one year, over the next three years, how will that shift? I'm assuming maybe a bigger percentage is healthcare, but I was just wondering if you could sort of talk.

Well, I think the percentages will switch slightly, but it'll be on an increasing revenue base, which means that unit's growing. So, I would say overall that Trust Codes brings us in to a lot of things, like baby formulas and those type of products. We're also looking the way to expand our pharmaceutical. So, I would say while we have other industries, the food and beverage and the healthcare should go up as percentages, but there's such a big percentage now that they'll be slightly bigger on a much larger, hopefully much larger revenue to great skiing.

Okay. And then -- just shifting to the actual Q4 result, was there any unusual items, either positive or negative, that would've impacted PeriShip margins or revenue in the quarter? Like, was there anything unusual as I think about how to model next year?

Well, the one thing that does happen is in the high revenue quarter. We have what's called premium and proactive. And the premium business does not have pass throughs. The proactive does. And basically in the fourth quarter, a lot of the revenue is shipped for Christmas. And the higher percentage is proactive. So, it's just due to the mix of product line in Q4, not due to any change in our gross margin of our deliverables.

Okay. But that will repeat at least in next year's Q4?

That that would probably repeat. But all I'm saying is that's the only thing that changed the margin. There was nothing unusual in it other than the mix of business offset by obviously the high margin business that was in the VerifyMe in Q4 as well, which raised the overall margin. But there's nothing unusual or no one-time adjustments or adjustments that impacted the business in Q4 other than normal product mix.

Okay. Is there -- and last question I promise is, is there likely to be a positive adjusted EBITDA quarter beyond next year's fourth quarter? Are you guys likely to find a quarter in there to show positive adjusted EBITDA?

Well, the answer is that if you look at Q3 and Q2, and Q3 and Q2 and you adjust it for growth, they were close to being positive as well, right? I mean, they were negative $300,000, I believe, one quarter. So, to go from negative $300,000 to a positive quarter is obviously not out of a question is actually probably -- it's not out of a question at all.

Okay. All right. Thank you so much. I appreciate it.

All right. Thank you.

[Operator Instructions] Our next question will come from Daniel Orla [ph], a private investor. Please go ahead.

Yes, Daniel. Just so you know we're limiting to two questions. I'm trying to -- so try to get you two best questions, but go ahead.

Okay. Sir, what you are guiding to on operating margin?

We didn't guide operating margin. What we did is we guided overall adjusted EBITDA for the year. And basically as a positive. We did say that we expected our gross margin to be the same or better than the prior year. So, we expect our overall gross margin to increase. We expect our operating profit to obviously be adjusted EBITDA positive, but as a dollar the value for operating margin. We did not get guidance on that.

Okay. What cost reductions can you see effectuating, given the brand -- the new branding that you're proposing? You're obviously changing the business model. Changing the business mix. Is the current Salesforce at VerifyMe, which I recall being not particularly candidly, not having produced much in the last several years, is that a source of rededicating capital so that we can look for higher expected growth given the new brand proposition in the marketing?

Well, if you look at it, a few things happen. One is, we now have the management team on Trust Codes in the mix and they have a sales and marketing person. The thing to realize, and I tried saying this before, that we believe each brand is still important. That being said, then we have the overall strategy of the three brands. What we are doing is we're -- because we're now on a higher revenue base, we're using some of that incremental profit to do things. As Curt and Keith discussed, improving the product. So, a lot of what we've done is improving the product. And as far as sales and marketing, we're spending a lot more time at trade shows, reintroducing the product. We were just at a seafood show as well. And we are relying on our distributors across the world. One of our three salespeople are also helping out with Trust Codes at the VerifyMe division as helping out with Trust Codes. So, we reallocated time to get them involved with other projects. But overall, we're not reducing the sales expense going into 2023. We think sales and marketing on our increased revenue basis and employed it -- employment aspect of being successful next year.

Okay. So, just as a half question then, as a correlated to that, is HP a self-sufficient Salesforce and with that relationship develop, do you think more aggressively over the course of the year? I mean, how do you see HP unfolding on legacy -- as a legacy opportunity?

Well, hey, Keith, you want to take that one?

Sure. So, with the new agreement with HP, there are now incentives that did not exist before for their solution architects and their sales teams to more proactively promote the VerifyMe solutions. So that's going to be happening. Also, not to overplay the impacts of COVID, it -- with that said, it still had a significant impact on the business. And now that everything is completely opened up, we are starting to go to global trade shows with HP Indigo around the world. So, those two things I think will help to grow and spur additional sales through the HP Indigo global sales team and solution architects.

Thank you, Keith.

Yes.

Thanks Daniel. Moderator, why don't we switch to the next caller at this point? So, everyone could participate.

Our next question will come from Russ Barnes with EPS [ph]. Please go ahead.

Hello, folks. Good morning. Thank you for taking my call. So, what can I do as an individual investor? I know that there is LinkedIn and I talk up the company, particularly VerifyMe. I don't know about it these other companies. But what can I do as an individual to help, make this thing grow? I mean, it's fantastic. When I first learned about it from Norman, fantastic product, I just surprised that thing hasn't been scooped up by every country in the world. I think it's great, but like I said, I'm one individual. I own a heating air conditioning company here in the Washington DC marketplace. And can this thing squeeze into a -- onto a dollar bill? Can we go after the government in terms of putting your mark on a hundred dollars bill? What can I do to help out increase sales?

Well, Russ, thanks for the question. I think the first thing is we have to help ourselves and we have to execute ourselves. And I understand it's been a long history and a long road. But if you looked at where we are today, the product is much more enhanced with much more features than it was two or three years ago. Three years ago, while there was a lot of hope and prospects, the company needed these features in order to be successful. It needed all the things we've put together now. And that's why you're seeing the revenue growth. I know it's not up to the level that was promised many years ago, but I think now you have a nice developing company with a solid foundation. When you say help, any introductions to customers at the highest levels, relationships shareholders have, relationships anybody has that we could have the ability to get a meeting set up to demonstrate what we have, would be greatly appreciated.

Okay. Thank you very much. Have a good day.

Thank you. Thank you. Moderate, next question.

Our next question will come from Jeff Porter with Porter Capital [ph]. Please go ahead.

Hi, guys. Could you give us a sense of employee compensation structure, sort of what percentage of compensation is in options or restricted stock units and how those vest over time? Just like to get a sense of, are we all pulling together from the same team here, and are the employees motivated to help get the stock price up?

Thank you, Jeff. One of the things that we've put in place in the last year or two was a similar approach that we had in my former company, GP Strategies, which is basically to align the stockholders with the executive team and employees of the company. So, the Board of Directors have historically taken all their compensation in restricted stock of the company, and have not pulled out any type of significant cash or working capital. So, the Board is aligned and -- with the investors. A second plan that we put in place for the executive team, including myself, is that people get restricted stock grants, but the stock is not vesting over time. The stock is vests when the price hits certain levels for a period of time. This is what we used my former company. And basically in order to earn your shares, the company has to approve, so the shareholders and the employees are aligned. Last year, the executive team got between 50% and 70% roughly -- a percent of the -- of their base salary in these type of shares, but they only earn the shares of this significant increase in the price of -- and it can't be one day, it has to be over, let's say, 20-day period. And I think that that's a way to align the investors, the shareholders, and the executive team.

Makes sense to me. Thanks.

Moderator, do we have any other questions at this point?

There are no remaining questions at this time. And at this time we will conclude the question-and-answer session. I'd like to turn the conference back over to Scott Greenberg for any closing remarks. End of Q&A:

Thank you, moderator. Thanks for participating. As you can see, you have a company today which is finally starting to achieve revenue with the margin associated with it. You have a company that has a -- you heard from our management today, we believe is strong management team. You have a company that Sarbanes-Oxley compliance, so you could feel confident in that. And for a small company, that's an accomplishment. You have a company that has a strong balance sheet compared to where it was. And we look forward to the future down the road with our investors. So, thank you for participating.

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