VerifyMe, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS VerifyMe, Inc. Consolidated Balance Sheets (In thousands, except share data) As of March 31, 2024 December 31, 2023 (Unaudited) ASSETS CURRENT ASSETS Cash and cash equivalents including restricted cash $ 2,818 $ 3,095 Accounts receivable, net of allowance for credit loss reserve, $ 156 and $ 165 as of March 31, 2024 and December 31, 2023, respectively 1,197 3,017 Unbilled revenue 916 1,282 Prepaid expenses and other current assets 261 254 Inventory 32 38 TOTAL CURRENT ASSETS 5,224 7,686 PROPERTY AND EQUIPMENT, NET $ 212 $ 240 RIGHT OF USE ASSET 419 468 INTANGIBLE ASSETS, NET 6,729 6,927 GOODWILL 5,309 5,384 TOTAL ASSETS $ 17,893 $ 20,705 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Term note, current $ 500 $ 500 Accounts payable 1,214 3,310 Other accrued expense 716 988 Lease liability- current 167 170 Contingent liability- current 195 173 TOTAL CURRENT LIABILITIES 2,792 5,141 LONG-TERM LIABILITIES Contingent liability, non-current $ 597 $ 751 Long-term lease liability 263 307 Term note 750 875 Convertible Note – related party 475 475 Convertible Note 625 625 TOTAL LIABILITIES $ 5,502 $ 8,174 STOCKHOLDERS' EQUITY Series A Convertible Preferred Stock, $ .001 par value, 37,564,767 shares authorized; 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively - - Series B Convertible Preferred Stock, $ .001 par value; 85 shares authorized; 0.85 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively - - 4 Table of Contents Common stock, $ 0.001 par value; 675,000,000 authorized; 10,485,065 and 10,453,315 issued, 10,176,603 and 10,123,964 shares outstanding as of March 31, 2024 and December 31, 2023, respectively 10 10 Additional paid in capital 95,438 95,031 Treasury stock at cost; 308,462 and 329,351 shares at March 31, 2024 and December 31, 2023, respectively ( 589 ) ( 659 ) Accumulated deficit ( 82,402 ) ( 81,849 ) Accumulated other comprehensive loss ( 66 ) ( 2 ) STOCKHOLDERS' EQUITY 12,391 12,531 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 17,893 $ 20,705 The accompanying notes are an integral part of these unaudited consolidated financial statements. 5 Table of Contents VerifyMe, Inc. Consolidated Statements of Operations (Unaudited) (In thousands, except share data) Three months ended March 31, 2024 March 31, 2023 NET REVENUE $ 5,759 $ 5,661 COST OF REVENUE (a) 3,499 4,140 GROSS PROFIT 2,260 1,521 OPERATING EXPENSES Segment management and Technology (a) 1,343 1,105 General and administrative (a) 1,121 1,413 Research and development 55 8 Sales and marketing (a) 388 499 Total Operating expenses 2,907 3,025 LOSS BEFORE OTHER INCOME (EXPENSE) ( 647 ) ( 1,504 ) OTHER (EXPENSE) INCOME Interest expenses, net ( 38 ) ( 42 ) Unrealized loss on equity investment - ( 32 ) Change in fair value of contingent consideration 132 - Other expense, net - ( 2 ) TOTAL OTHER INCOME (EXPENSE), NET 94 ( 76 ) NET LOSS $ ( 553 ) $ ( 1,580 ) LOSS PER SHARE: BASIC $ ( 0.05 ) $ ( 0.17 ) DILUTED $ ( 0.05 ) $ ( 0.17 ) WEIGHTED AVERAGE COMMON SHARE OUTSTANDING BASIC 10,073,445 9,332,553 DILUTED 10,073,445 9,332,553 (a) Includes share-based compensation of $458 thousand and $286 thousand for the three months ended March 31, 2024 and March 31, 2023 respectively. The accompanying notes are an integral part of these unaudited consolidated financial statements. 6 Table of Contents VerifyMe, Inc. Consolidated Statements of Comprehensive Loss (Unaudited) (In thousands) Three months ended March 31, 2024 March 31, 2023 NET LOSS $ ( 553 ) $ ( 1,580 ) Change in fair value of interest rate, Swap 3 ( 1 ) Foreign currency translation adjustments ( 67 ) ( 2 ) Total comprehensive loss $ ( 617 ) $ ( 1,583 ) The accompanying notes are an integral part of these unaudited consolidated financial statements. 7 Table of Contents VerifyMe, Inc. Consolidated Statements of Cash Flows (Unaudited) (In thousands) Three months ended March 31, 2024 March 31, 2023 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ ( 553 ) $ ( 1,580 ) Adjustments to reconcile net loss to net cash used in operating activities: Allowance for bad debt 10 3 Stock based compensation 46 22 Unrealized loss on equity investment - 32 Change in fair value of contingent consideration ( 132 ) - Fair value of restricted stock awards and restricted stock units issued in exchange for services 412 264 Loss on disposal of equipment - 2 Impairments 4 - Amortization and depreciation 299 282 Unrealized loss on foreign currency transactions 53 - Changes in operating assets and liabilities: Accounts receivable 1,804 2,742 Unbilled revenue 363 488 Inventory 7 27 Prepaid expenses and other current assets ( 8 ) ( 42 ) Accounts payable, other accrued expenses and net change in operating leases ( 2,365 ) ( 2,366 ) Net cash used in operating activities ( 60 ) ( 126 ) CASH FLOWS FROM INVESTING ACTIVITIES Purchase of patents ( 11 ) ( 31 ) Purchase of office equipment ( 2 ) ( 13 ) Cash paid in business combination - ( 363 ) Deferred implementation costs - ( 36 ) Capitalized software costs ( 97 ) ( 178 ) Net cash used in investing activities ( 110 ) ( 621 ) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from line of credit - 500 Proceeds from SPP Plan 21 59 Tax withholding payments for employee stock-based compensation in exchange for shares surrendered ( 1 ) ( 1 ) Increase in treasury shares (share repurchase program) ( 1 ) ( 10 ) Repayment of debt and line of credit ( 125 ) ( 125 ) Net cash (used in) provided by financing activities ( 106 ) 423 Effect of exchange rate changes on cash ( 1 ) ( 2 ) NET DECREASE CASH AND CASH EQUIVALENTS ( 277 ) ( 326 ) CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH- BEGINNING OF PERIOD 3,095 3,411 CASH AND CASH EQUIVALENTS INCLUDING RESTRICTED CASH- END OF PERIOD $ 2,818 $ 3,085 8 Table of Contents SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Cash paid during the period for: Interest $ 70 $ 34 Income taxes $ - $ - SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES Change in fair value of interest rate, swap $ 3 $ 1 The accompanying notes are an integral part of these unaudited consolidated financial statements. 9 Table of Contents VerifyMe, Inc. Consolidated Statements of Stockholders' Equity (Unaudited) (In thousands, except share data) Series A Series B Convertible Convertible Preferred Preferred Common Treasury Accumulated Stock Stock Stock Additional Stock Other Number of Number of Number of Paid-In Number of Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Capital Shares Amount Loss Deficit Total Balance at December 31, 2022 - - 0.85 - 8,951,035 10 92,987 389,967 ( 949 ) ( 3 ) ( 78,459 ) 13,586 Restricted stock awards - - - - - - 1 - - - - 1 Restricted stock units, net of shares withheld for employee tax - - - - 1,750 - 262 - - - - 262 Common stock issued in relation to Stock Purchase Plan - - - - 48,838 - ( 85 ) ( 48,093 ) 166 - - 81 Common stock issued in relation to Acquisition - - - - 353,492 - 625 - - - - 625 Repurchase of common stock - - - - ( 6,201 ) - - 6,201 ( 10 ) - - ( 10 ) Accumulated other comprehensive loss - - - - - - - - - ( 3 ) - ( 3 ) Net loss - - - - - - - - - ( 1,580 ) ( 1,580 ) Balance at March 31, 2023 - - 0.85 - 9,348,914 10 93,790 348,075 ( 793 ) ( 6 ) ( 80,039 ) 12,962 Series A Series B Convertible Convertible Preferred Preferred Common Treasury Accumulated Stock Stock Stock Additional Stock Other Number of Number of Number of Paid-In Number of Comprehensive Accumulated Shares Amount Shares Amount Shares Amount Capital Shares Amount Loss Deficit Total Balance at December 31, 2023 - - 0.85 - 10,123,964 10 95,031 329,351 ( 659 ) ( 2 ) ( 81,849 ) 12,531 Restricted stock awards - - - - - - 148 - - - - 148 Restricted stock units, net of shares withheld for employee tax - - - - 1,750 - 263 - - - - 263 Common stock issued in relation to Stock Purchase Plan - - - - 21,889 - ( 46 ) ( 21,889 ) 71 - - 25 Common stock issued for services - - - - 30,000 - 42 - - - - 42 Repurchase of Common Stock - - - - ( 1,000 ) - - 1,000 ( 1 ) - - ( 1 ) Accumulated other comprehensive loss - - - - - - - - - ( 64 ) - ( 64 ) Net loss - - - - - - - - - ( 553 ) ( 553 ) Balance at March 31, 2024 - - 0.85 - 10,176,603 10 95,438 308,462 ( 589 ) ( 66 ) ( 82,402 ) 12,391 The accompanying notes are an integral part of these unaudited consolidated financial statements. 10 Table of Contents VerifyMe, Inc. Notes to the Consolidated Financial Statements (unaudited) NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of the Business VerifyMe, Inc. (“VerifyMe”) was incorporated in the State of Nevada on November 10, 1999 . VerifyMe, together with its subsidiaries, including Trust Codes Global Limited (“Trust Codes Global”) and PeriShip Global LLC (“PeriShip Global”), (together the “Company,” “we,” “us,” or “our”) is based in Lake Mary, Florida and its common stock, par value $ 0.001 per share, and warrants to purchase common stock are traded on The Nasdaq Capital Market (“Nasdaq”) under the trading symbols “VRME” and “VRMEW,” respectively. VerifyMe, is a traceability and customer support services provider using specialized software and process technology. The Company operates a Precision Logistics Segment and an Authentication Segment to provide specialized logistics for time-and-temperature sensitive products, as well as item level traceability, anti-diversion and anti-counterfeit protection, brand protection and enhancement technology solutions. Through our Precision Logistics segment, we provide a value-added service for sensitive parcel management driven by a proprietary software platform that provides predictive analytics from key metrics such as pre-shipment weather analysis, flight-tracking, sort volumes, and traffic, delivered to customers via a secure portal. The portal provides real-time visibility into shipment transit and last-mile events which is supported by a service center. Through our Authentication segment our technologies enable brand owners to gather business intelligence through the supply chain, cross-sell products, detect counterfeit activities, monitor product diversion, and build brand loyalty utilizing our unique dynamic codes which are read by consumers with their smart phones. The Company’s activities are subject to significant risks and uncertainties. See the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in this report. Reclassifications Certain amounts presented for the three months ended March 31, 2023, reflect reclassifications made to conform to the presentation in our current reporting period. These reclassifications had no effect on the previously reported net loss. Basis of Presentation The accompanying unaudited interim consolidated financial statements (the “Interim Statements”) include the accounts of VerifyMe and its wholly owned subsidiaries PeriShip Global and Trust Codes Global. All significant intercompany balances and transactions have been eliminated upon consolidation. The consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by U.S. generally accepted accounting principles (“GAAP”) for complete financial statements are not included herein. The Interim Statements should be read in conjunction with the financial statements and notes thereto included in the Company’s latest Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on March 29, 2024. The accompanying Interim Statements are unaudited; however, in the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The interim results for the three months ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024, or for any future interim periods. Restricted Cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts in the consolidated statements of cash flows (dollars in thousands): Schedule of cash, cash equivalents and restricted cash As of March 31, 2024 December 31,2023 Cash and cash equivalents $ 2,755 $ 3,032 Restricted cash 63 63 Total cash and cash equivalents including restricted cash $ 2,818 $ 3,095 The Company classifies cash and cash equivalents that are restricted from operating use for the next twelve months as restricted cash. As of March 31, 2024, and December 31, 2023, the Company held $ 63 thousand subject to restrictions. 11 Table of Contents Segment Reporting Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method by which to allocate resources and assess performance. The Company has two reportable segments, namely, (i) Precision Logistics and (ii) Authentication. See Note 11 - Segment Reporting, for further discussion of the Company’s segment reporting structure. Foreign Currency Translation The functional currency of our New Zealand operations is the local currency, New Zealand dollar (NZD). The translation of the foreign currency into U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using the weighted average exchange rates prevailing during the year. The unrealized gains and losses resulting from such translation are included as a component of comprehensive income. Translation gains and losses arising from currency exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in “General and administrative” on our Consolidated Statements of Operations. The foreign currency transaction losses for the three months ended March 31, 2024, and March 31, 2023 was $ 62 thousand and $ 0 , respectively. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Recent Accounting Pronouncements In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis, including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess performance and decide how to allocate resources. The guidance is effective for annual periods beginning after December 15, 2023, and interim periods beginning after December 15, 2024, applied retrospectively with early adoption permitted. The Company adopted the new standard beginning January 1, 2024. Note 11 – Segment Reporting has been updated to reflect the new disclosure requirements and certain amounts have been reclassified in the Consolidated Statement of Operations. There is no other impact of adoption of this standard on the Company’s consolidated financial statements and disclosures. Fair Value of Financial Instruments The Company’s financial instruments consist of accounts receivable, unbilled revenue, accounts payable, notes payable and accrued expenses, contingent consideration and long-term derivative assets or liabilities. The carrying value of accounts receivable, accounts payable and accrued expenses approximate their fair value because of their short maturities. The Company believes the carrying amount of its notes payable approximates fair value based on rates and other terms currently available to the Company for similar debt instruments. The Company follows FASB ASC 820, “Fair Value Measurements and Disclosures,” and applies it to all assets and liabilities that are being measured and reported on a fair value basis. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories: Level 1: Quoted market prices in active markets for identical assets or liabilities Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data Level 3: Unobservable inputs that are not corroborated by market data The level in the fair value within which a fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. 12 Table of Contents The following table presents the Company’s financial instruments that are measured and recorded at fair value on the Company’s balance sheets on a recurring basis, and their level within the fair value hierarchy as of March 31, 2024 and December 31, 2023. Amounts in Thousands ('000) Schedule of fair value assets measured on recurring basis Derivative Asset Contingent Consideration (Level 2) (Level 3) Balance as of December 31, 2023 $ 4 $ ( 924 ) Change in fair value of Contingent Consideration - 132 Change in fair value to interest rate, SWAP, recognized in other comprehensive loss 3 - Balance at March 31, 2024 $ 7 $ ( 792 ) Revenue Recognition The Company accounts for revenues according to Accounting Standards Codification (“ASC”) Topic 606, “ Revenue from Contracts with Customers” which establishes principles for reporting information about the nature, amount, timing and uncertainty of revenue and cash flows arising from the entity's contracts to provide goods or services to customers. The Company applies the following five steps, separated by reportable segments, in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements. · identify the contract with a customer; · identify the performance obligations in the contract; · determine the transaction price; · allocate the transaction price to performance obligations in the contract; and · recognize revenue as the performance obligation is satisfied. For more detailed information about reportable segments, see Note 11 – Segment reporting. The Company generally considers completion of an agreement, or Statement of Work (“SOW”) and/or purchase order as a customer contract, provided collection is considered probable. Precision Logistics Our Precision Logistics segment consists of two service lines, Proactive and Premium. Under our Proactive service line, clients pay us directly for carrier service coupled with our proactive logistics service. Terms typically range 7 days and no longer than 30 days. The Company has determined it is the principal and recognizes shipment fees in gross revenue. Under our Premium service line, we provide complete white-glove shipping monitoring and predictive analytics services. This service includes customer web portal access, weather monitoring, temperature control, full service center support and last mile resolution. Payment terms are typically 30-45 days. Under both service lines in our Precision Logistics segment, our performance obligation is met, and revenue is recognized, when the packages are delivered. The transaction fees consist of fixed consideration made up of amounts contractually billed to the customer. There are no variable considerations in the transaction fee, in either service line. Authentication Our Authentication segment primarily consists of our brand protection service line which consists of a custom suite of products that offer clients traceability and brand solutions. Terms typically range between 30 and 90 days. Our performance obligation is met, and revenue is recognized, when our products are shipped or delivered depending on the specific agreement with the customer. The transaction fee is made up of fixed consideration based on the related purchase order or agreement. Warranties and other variable considerations are analyzed by the Company, in terms of historical warranties, current economic trends, and changes in customer demand, and have been determined to be insignificant in the three months ended March 31, 2024. 13 Table of Contents Goodwill Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations. Pursuant to ASC 350, the Company tests goodwill for impairment on an annual basis in the fourth quarter, or between annual tests, in certain circumstances. Under authoritative guidance, the Company first assesses qualitative factors to determine whether it was necessary to perform the quantitative goodwill impairment test. The assessment considers factors such as, but not limited to, macroeconomic conditions, data showing other companies in the industry and our share price. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Events or changes in circumstances which could trigger an impairment review include macroeconomic conditions, industry and market conditions, cost factors, overall financial performance, other entity specific events and sustained decrease in share price. Basic and Diluted Net Loss per Share of Common Stock The Company follows FASB ASC 260, “Earnings Per Share,” when reporting earnings per share resulting in the presentation of basic and diluted earnings per share. Because the Company reported a net loss for each of the periods presented, common stock equivalents, including preferred stock, stock options and warrants were anti-dilutive; therefore, the amounts reported for basic and diluted loss per share were the same. For the three months ended March 31, 2024, and 2023, there were shares potentially issuable, that could dilute basic earnings per share in the future that were excluded from the calculation of diluted earnings per share because their inclusion would have been anti-dilutive to the Company’s losses during the periods presented. For the three months ended March 31, 2024, there were approximately 8,383,000 anti-dilutive shares consisting of 2,344,000 unvested performance restricted stock units, restricted stock units, restricted stock awards and options under the stock purchase plan, 301,000 shares issuable upon exercise of stock options, 4,629,000 shares issuable upon exercise of warrants, 957,000 shares issuable upon conversion of convertible debt, 8,000 shares issuable in connection with earnout earned for the Trust Codes Acquisition, and 144,000 shares issuable upon conversion of preferred stock. For the three months ended March 31, 2023 , there were approximately 6,139,000 anti-dilutive shares consisting of 844,000 unvested restricted stock units and options under the stock purchase plan, 337,000 shares issuable upon exercise of stock options, 4,814,000 shares issuable upon exercise of warrants, and 144,000 shares issuable upon conversion of preferred stock. Stock-Based Compensation We account for stock-based compensation under the provisions of FASB ASC 718, “Compensation—Stock Compensation”, which requires the measurement and recognition of compensation expense for all stock-based awards made to employees and directors based on estimated fair values on the grant date. We estimate the fair value of stock options on the date of grant using the Black-Scholes model. The assumptions used in the Black-Scholes option pricing model include risk-free interest rates, expected volatility and expected life of the stock options. Changes in these assumptions can materially affect estimates of fair value stock-based compensation, and the compensation expense recorded in future periods. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service periods using the straight-line method. For performance restricted stock units with stock price appreciation targets (see Note 6 – Stock Options, Restricted Stock and Warrants), we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the restricted stock unit’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the performance period and there is no ongoing adjustment or reversal based on actual achievement during the period. We account for stock-based compensation awards to non-employees in accordance with ASU No. 2018-07, Compensation – Stock Based Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting (“ASU 2018-07”), which aligns accounting for share-based payments issued to nonemployees to that of employees under the existing guidance of Topic 718, with certain exceptions. This update supersedes previous guidance for equity-based payments to nonemployees under Subtopic 505-50, Equity – Equity-Based Payments to Non-Employees. All issuances of stock options or other equity instruments to non-employees as consideration for goods or services received by the Company are accounted for based on the fair value of the equity instruments issued. Non-employee equity-based payments are recorded as an expense over the service period, as if we had paid cash for the services. At the end of each financial reporting period, prior to vesting or prior to the completion of the services, the fair value of the equity-based payments will be re-measured, and the non-cash expense recognized during the period will be adjusted accordingly. Since the fair value of equity-based payments granted to non-employees is subject to change in the future, the amount of the future expense will include fair value re-measurements until the equity-based payments are fully vested or the service completed. 14 Table of Contents NOTE 2 – REVENUE Revenue by Category The following series of tables present our revenue disaggregated by various categories (dollars in thousands). Schedule of disaggregation of revenue Authentication Precision Logistics Consolidated Revenue Three Months Ended March 31, Three Months Ended March 31, Three Months Ended March 31, 2024 2023 2024 2023 2024 2023 Proactive services $ - $ - $ 4,225 $ 4,504 $ 4,225 $ 4,504 Premium services - - 1,389 910 1,389 910 Brand protection services 145 247 - - 145 247 $ 145 $ 247 $ 5,614 $ 5,414 $ 5,759 $ 5,661 Contract Balances The timing of revenue recognition, billings and cash collections results in unbilled revenue (contract assets) and deferred revenue (contract liabilities) on the consolidated balance sheets. Amounts charged to our clients become billable according to the contract terms, which usually consider the delivery completion. Unbilled amounts will generally be billed and collected within 30 days but typically no longer than 60 days. When we advance bill clients prior to the work being performed, generally, such amounts will be earned and recognized in revenue within twelve months. These assets and liabilities are reported on the consolidated balance sheets on a contract-by-contract basis at the end of each reporting period. Changes in the contract asset and liability balances during the three-month period ended March 31, 2024, were not materially impacted by any other factors. Applying the practical expedient in ASC Topic 606, we recognize the incremental costs of obtaining contracts (i.e. sales commissions) as an expense when incurred if the amortization period of the assets that we otherwise would have recognized is one year or less. As of March 31, 2024, we did not have any capitalized sales commissions. For all periods presented, contract liabilities were not significant. The following table provides information about contract assets from contracts with customers: Schedule of contract assets from contracts with customers Contract Asset March 31, In Thousands 2024 2023 Beginning balance, January 1 $ 1,282 $ 1,185 Contract asset additions 916 697 Reclassification to accounts receivable, billed to customers ( 1,282 ) ( 1,185 ) Ending balance (1) $ 916 $ 697 ______________ (1) Included within "Unbilled revenue" on the accompanying Consolidated Balance sheets. 15 Table of Contents NOTE 3 – BUSINESS COMBINATIONS Trust Codes Global Limited On March 1, 2023, we acquired, through Trust Codes Global, the business and certain assets of Trust Codes Limited (“Trust Codes”), specializing in brand protection, anti-counterfeiting, and consumer engagement technology with an expertise in the food and agriculture industry. Trust Codes Global uses unique QR codes or IoT, coupled with GS1 standards to deliver cloud-based brand protection based on a unique per-item digital identity to protect brand and product authenticity, increase data visualization of a product through the end to end supply chain, and creates a data-drive engine to inform and educate consumers of the product. The Company accounted for the transaction as an acquisition of a business under ASC 805 – Business Combination. The purchase price was approximately $ 1.0 million which consisted of $ 0.36 million in cash paid at closing and 353,492 shares of common stock of the Company, representing $ 0.65 million in stock consideration. In addition, the purchase agreement requires consideration contingent upon the achievement of earnings targets during a five-year period subsequent to the closing of the acquisition. The earn-out consideration is estimated at $ 1.1 million at the acquisition date, however the maximum amount of the payment is unlimited. The goodwill recognized is due to the expected synergies from combining the operations of the acquiree with the Company. All of the goodwill recorded for financial statement purposes is deductible for tax purposes. The Company incurred $ 278 thousand in relation to acquisition related costs which have been included in General and administrative in the three months ended March 31, 2023, in the accompanying Consolidated Statements of Operations. Trust Codes Global is included in the Authentication segment and the results of its operations have been included in the consolidated financial statements beginning March 1, 2023. The pro-forma financial information for Trust Codes is immaterial to our results of operations and impractical to provide. The following table summarizes the purchase price allocation for the acquisition (dollars in thousands). Schedule of business acquisitions Cash $ 363 Fair value of contingent consideration 1,125 Stock (issuance of 353,492 shares of common stock) (a) 625 Total purchase price $ 2,113 Amortization Period Purchase price allocation: Prepaid expenses $ 25 Property and Equipment, net 18 ROU Asset 171 Developed Technology 485 8 years Trade Names/Trademarks 148 18 years Customer Relationships 68 10 years Goodwill 1,383 Accounts payable and other accrued expenses ( 14 ) Current lease liability ( 63 ) Long term lease liability ( 108 ) $ 2,113 (a) Stock issued was calculated based on the 15 day volume-weighted average price (“VWAP”) through February 28, 2023 calculated at $1.8388. Contingent Consideration ASC Topic 805 requires that contingent consideration to be recognized at fair value on the acquisition date and be re-measured each reporting period with subsequent adjustments recognized in the consolidated statement of operations. We estimate the fair value of contingent consideration liabilities using an appropriate valuation methodology, typically either an income-based approach or a simulation model, such as the Monte Carlo model, depending on the structure of the contingent consideration arrangement. Contingent consideration is valued using significant inputs that are not observable in the market which are defined as Level 3 inputs pursuant to fair value measurement accounting. We believe our estimates and assumptions are reasonable; however, there is significant judgment involved. At each reporting date, the contingent consideration obligation is revalued to estimated fair value, and changes in fair value subsequent to the acquisitions are reflected in income or expense in the consolidated statements of operations, and could cause a material impact to, and volatility in, our results. Changes in the fair value of contingent consideration obligations may result from changes in discount periods and rates and changes in the timing and amount of revenue and/or earnings projections. 16 Table of Contents As of March 31, 2024, contingent consideration presented as current liability totaled $ 195 thousand. As of March 31, 2024, we also had accrued long term contingent consideration totaling $ 597 thousand related to the acquisition of Trust Codes on the consolidated balance sheets and represents the portion of contingent consideration estimated to be payable greater than twelve months from the balance sheet date. NOTE 4 – INTANGIBLE ASSETS AND GOODWILL Goodwill Goodwill represents costs in excess of values assigned to the underlying net assets of acquired businesses. Intangible assets acquired are recorded at estimated fair value. Goodwill is deemed to have an indefinite life and is not amortized but is tested for impairment annually, and at any time when events suggest an impairment more likely than not has occurred. We test goodwill at the reporting unit level. ASC Topic 350, Intangibles - Goodwill and Other (ASC Topic 350), permits an entity to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform a quantitative goodwill impairment test. Under ASC Topic 350, an entity is not required to perform a quantitative goodwill impairment test for a reporting unit if it is more likely than not that its fair value is greater than its carrying amount. A reporting unit is an operating segment, or one level below an operating segment, as defined by U.S. GAAP. Determining the fair value of a reporting unit is judgmental in nature and involves the use of significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions and determination of appropriate market comparables. We base our fair value estimates on assumptions we believe to be reasonable but are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The timing and frequency of our goodwill impairment tests are based on an ongoing assessment of events and circumstances that would indicate a possible impairment. We will continue to monitor our goodwill and intangible assets for impairment and conduct formal tests when impairment indicators are present. Each of our two reportable segments represents an operating segment under ASC Topic 280, Segment Reporting . We test our goodwill at the reporting unit level, or one level below an operating segment, under ASC Topic 350, Intangibles - Goodwill and Other . We determined that we have two reporting units for purposes of goodwill impairment testing, which represent our two reportable business segments, as discussed below. Changes in the carrying amount of goodwill by reportable business segment for the three months ended March 31, 2024, were as follows (in thousands): Schedule of goodwill by reportable business segment Authentication Precision Logistics Total Net book value at January 1, 2024 $ 1,396 $ 3,988 $ 5,384 2024 Activity Foreign currency translation ( 75 ) - ( 75 ) Net book value at March 31, 2024 $ 1,321 $ 3,988 $ 5,309 17 Table of Contents Intangible Assets Subject to Amortization Our intangible assets include amounts recognized in connection with patents and trademarks, capitalized software and acquisitions, including customer relationships, tradenames, developed technology and non-compete agreements. Intangible assets are initially valued at fair market value using generally accepted valuation methods appropriate for the type of intangible asset. Amortization is recognized on a straight-line basis over the estimated useful life of the intangible assets. Intangible assets with definite lives are reviewed for impairment if indicators of impairment arise. Except for goodwill, we do not have any intangible assets with indefinite useful lives. Intangible assets with finite lives are subject to amortization over their estimated useful lives. The primary assets included in this category and their respective balances were as follows (in thousands): Schedule of intangible assets subject to amortization March 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Useful Life (Years) Patents and Trademarks $ 1,773 $ ( 365 ) $ 1,408 12 Capitalized Software 161 ( 117 ) 44 2 Customer Relationships 1,904 ( 364 ) 1,540 8 Developed Technology 3,606 ( 1,081 ) 2,525 5 Internally Used Software 1,010 ( 84 ) 926 6 Non-Compete Agreement 191 ( 74 ) 117 3 Deferred Implementation 198 ( 29 ) 169 9 Total Intangible Assets $ 8,843 $ ( 2,114 ) $ 6,729 December 31, 2023 Patents and Trademarks $ 2,002 $ ( 564 ) $ 1,438 13 Capitalized Software 161 ( 109 ) 52 2 Customer Relationships 1,908 ( 317 ) 1,591 9 Developed Technology 3,632 ( 938 ) 2,694 5 Internally Used Software 914 ( 62 ) 852 6 Non-Compete Agreement 191 ( 65 ) 126 3 Deferred Implementation 198 ( 24 ) 174 9 Total Intangible Assets $ 9,006 $ ( 2,079 ) $ 6,927 Amortization expense for intangible assets was $ 269 thousand and $ 240 thousand for the three months ended March 31, 2024, and 2023, respectively. Patents and Trademarks As of March 31, 2024, our current patent and trademark portfolios consist of nine granted U.S. patents and two granted European patents (one validated in four countries of France, Germany, United Kingdom, and Italy and one validated in three countries of France, Germany and United Kingdom), three pending U.S. and foreign patent applications, twenty-six registered U.S. trademarks, two EU trademark registrations, one Colombian trademark registration, one Australian trademark registration, one Japanese trademark registration, one Mexican trademark registration, one Singaporean trademark registration, two UK trademark registrations, seven NZ trademark registration, one OAPI (African Intellectual Property Organization) trademark registration, and two pending US and foreign trademark applications. 18 Table of Contents The Company expects to record amortization expense of intangible assets over the next 5 years and thereafter as follows (in thousands): Schedule of future amortization expense Fiscal Year ending December 31, 2024 (nine months remaining) $ 858 2025 1,100 2026 1,096 2027 1,062 2028 687 Thereafter 1,926 Total $ 6,729 NOTE 5 – STOCKHOLDERS’ EQUITY The Company expensed $ 148 thousand and $ 1 thousand related to restricted stock awards for the three months ended March 31, 2024, and 2023, respectively. The Company expensed $ 264 thousand and $ 263 thousand related to restricted stock units for the three months ended March 31, 2024, and 2023, respectively. During the three months ended March 31, 2024, the Company issued 1,750 shares of common stock upon vesting of restricted stock units, net of common stock withheld for taxes. On March 31, 2024 the Company issued 30,000 of restricted common stock, vesting immediately, with a value of $ 42 thousand, for consulting services. Non-Qualified Stock Purchase Plan On June 10, 2021, the stockholders of the Company approved a non-qualified stock purchase plan (the “2021 Plan”). The 2021 Plan provides eligible participants, including employees, directors and consultants of the Company, the opportunity to purchase shares of the Company’s common stock thereby increasing their interest in the Company’s continued success. The maximum number of common stock reserved and available for issuance under the 2021 Plan is 500,000 shares. The purchase price of shares of common stock acquired pursuant to the exercise of an option will be the lesser of 85% of the fair market value of a share (a) on the enrollment date, and (b) on the exercise date. The 2021 Plan is not intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”). The Company applied FASB ASC 718, “Compensation-Stock Compensation” and estimated the fair value using the Black-Scholes model, as the 2021 Plan is considered compensatory. In relation to the 2021 Plan the Company expensed $ 4 thousand and $ 22 thousand for the three months ended March 31, 2024, and 2023, respectively. During the three months ended March 31, 2024 and 2023, the Company received $ 21 thousand and $ 59 thousand, respectively, in proceeds related to the 2021 Plan. The Company has currently suspended new offering periods under the 2021 Plan. Shares Held in Treasury As of March 31, 2024, and December 31, 2023, the Company had 308,462 and 329,351 shares, respectively, held in treasury with a value of approximately $ 589 thousand and $ 659 thousand, respectively. On February 29, 2024, seven participants exercised their option under the Company’s non-qualified stock purchase plan, and as a result, 21,889 shares were issued from treasury, with an exercise price of $ 0.97 per share. Shares Repurchase Program In December 2023, the Company’s Board of Directors approved a new share repurchase program to allow the Company to spend up to $ 0.5 million to repurchase shares of its common stock so long as the price per share does not exceed $1.00 until December 14, 2024. During the three months ended March 31, 2024, the Company repurchased 1,000 shares of common stock for $ 1 thousand under the Company’s current program. 19 Table of Contents NOTE 6 – STOCK OPTIONS, RESTRICTED STOCK AND WARRANTS During 2013, the Company adopted the 2013 Omnibus Equity Compensation Plan (the “2013 Plan”). Under the 2013 Plan, the Company is authorized to grant awards of stock options, restricted stock, restricted stock units and other stock-based awards up to an aggregate of 400,000 shares of common stock. The 2013 Plan is intended to permit certain stock options granted to employees under the 2013 Plan to qualify as incentive stock options. All options granted under the 2013 Plan, which are not intended to qualify as incentive stock options are deemed to be non-qualified stock options. On November 14, 2017, the Executive Committee of the Company’s Board of Directors adopted the 2017 Equity Incentive Plan (the “2017 Plan”) which covered the potential issuance of 260,000 shares of common stock. The 2017 Plan provided that directors, officers, employees, and consultants of the Company were eligible to receive equity incentives under the 2017 Plan at the discretion of the Board or the Board’s Compensation Committee. On August 10, 2020, the Company’s Board of Directors adopted the 2020 Equity Incentive Plan (the “2020 Plan”), subject to stockholder approval, which authorizes the potential issuance of up to 1,069,110 shares of common stock. On September 30, 2020, the Company’s stockholders approved the 2020 Plan, and upon such approval the 2020 Plan became effective and the 2017 Plan was terminated. Shares of common stock underlying existing awards under the 2017 Plan may become available for issuance pursuant to the terms of the 2020 Plan under certain circumstances. Employees and non-employee directors of the Company or its affiliates, and other individuals who perform services for the Company or any of its affiliates, are eligible to receive awards under the 2020 Plan at the discretion of the Board of Directors or the Board’s Compensation Committee. On March 28, 2022, the Company’s Board of Directors adopted the First Amendment to the 2020 Plan, subject to stockholder approval, which increased the shares authorized for potential issuance under the 2020 Plan to 2,069,100 shares of common stock and extended the term of the 2020 Plan to June 9, 2023. On June 9, 2022, the Company’s stockholders approved the First Amendment to the 2020 Plan. On April 17, 2023, the Company’s Board of Directors adopted the Second Amendment to the 2020 Plan, subject to stockholder approval, which increased the shares authorized for potential issuance under the 2020 Plan to 3,069,100 shares of common stock and extended the term of the 2020 Plan to June 6, 2033. On June 6, 2023, the Company’s stockholders approved the Second Amendment to the 2020 Plan. On March 18, 2024, the Company’s Board of Directors adopted the Third Amendment to the 2020 Plan, subject to stockholder approval, which, if approved by the Company’s stockholders, will increase the shares authorized for potential issuance under the 2020 Plan to 4,069,100 shares of common stock and extended the term of the 2020 Plan to June 4, 2033. The 2020 Plan, as amended, is administered by the Compensation Committee which determines the persons to whom awards will be granted, the number of awards to be granted and the specific terms of each grant, including the vesting thereof, subject to the provisions of the plan. In connection with incentive stock options, the exercise price of each option may not be less than 100% of the fair market value of the common stock on the date of the grant (or 110% of the fair market value in the case of a grantee holding more than 10% of the outstanding stock of the Company). The aggregate fair market value (determined at the time of the grant) of stock with respect to which incentive stock options are exercisable for the first time by any individual during any calendar year (under all plans of the Company and its affiliates) shall not exceed $100 thousand, and the options in excess of $100 thousand shall be deemed to be non-qualified stock options, including prices, duration, transferability and limitations on exercise. The maximum number of shares of common stock that may be issued under the 2020 Plan pursuant to incentive stock options may not exceed, in the aggregate, 1,000,000 . The Company has issued non-qualified stock options pursuant to contractual agreements with non-employees. Options granted under the agreements are expensed when the related service or product is provided. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The Company uses the Black-Scholes option pricing model to value its stock option awards. The assumptions used in calculating the fair value represent management’s best estimates and involve inherent uncertainties and judgements. 20 Table of Contents Stock Options The following table summarizes the activities for the Company’s stock options as of March 31, 2024: Schedule of stock options Options Outstanding Weighted - Average Remaining Aggregate Weighted- Contractual Intrinsic Number of Average Term Value Shares Exercise Price (in years) (in thousands) (1) Balance as of December 31, 2023 301,471 $ 4.56 Granted - - Forfeited/Cancelled/Expired ( 471 ) $ 212.50 Balance as of March 31, 2024 301,000 $ 4.24 Exercisable as of March 31, 2024 301,000 $ 4.24 0.9 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock for options that were in-the-money at each respective period. As of March 31, 2024, the Company had no unvested stock options. During the three months ended March 31, 2024, and 2023, the Company expensed $ 0 thousand, with respect to options. As of March 31, 2024, there was $ 0 unrecognized compensation cost related to outstanding stock options. Restricted Stock Awards and Restricted Stock Units The following table summarizes the unvested restricted stock awards as of March 31, 2024: Schedule of unvested restricted stock awards Weighted - Average Number of Grant Award Shares Date Fair Value Unvested at December 31, 2023 416,669 1.44 Granted - - Vested - - Balance at March 31, 2024 416,669 $ 1.44 As of March 31, 2024, total unrecognized share-based compensation cost related to unvested restricted stock awards is $ 112 thousand, which is expected to be recognized over a weighted-average period of less than one year. 21 Table of Contents The following table summarizes the unvested restricted stock units as of March 31, 2024: Schedule of unvested restricted stock units Weighted - Average Number of Grant Unit Shares Date Fair Value Unvested at December 31, 2023 371,253 1.32 Granted - - Vested ( 2,500 ) 1.92 Balance at March 31, 2024 368,753 $ 1.32 As of March 31, 2024, total unrecognized share-based compensation cost related to unvested restricted stock units was $ 234 thousand, which is expected to be recognized over a weighted-average period of 1.1 years. The following table summarizes the unvested performance restricted stock units as of March 31, 2024: Schedule of unvested performance restricted stock units Weighted - Average Number of Number of Unit Shares Unit Shares Unvested at December 31, 2023 1,438,760 1.51 Granted 120,000 1.04 Forfeited/Cancelled - - Balance at March 31, 2024 1,558,760 $ 1.48 For restricted stock units with stock price appreciation targets, we applied a lattice approach that incorporated a Monte Carlo simulation, which involved random iterations that took different future price paths over the restricted stock unit’s contractual life based on the appropriate probability distributions (which are based on commonly applied Black Scholes inputs). The fair value of each grant was determined by taking the average of the grant date fair values under each Monte Carlo simulation trial. We recognize compensation expense on a straight-line basis over the derived service period and there is no ongoing adjustment or reversal based on actual achievement during the period. As of March 31, 2024, total unrecognized share-based compensation cost related to unvested performance restricted stock units was $ 1,106 thousand, which is expected to be recognized over a weighted-average period of 1.6 years. 22 Table of Contents Warrants The following table summarizes the activities for the Company’s warrants for the three months ended March 31, 2024: Schedule of warrants outstanding Number of Warrant Shares Weighted- Average Exercise Price Weighted - Average Remaining Contractual Term (in years) Aggregate Intrinsic Value (in thousands) (1) Balance as of December 31, 2023 4,628,586 $ 4.13 Granted - - Expired - - Balance as of March 31, 2024 4,628,586 $ 4.13 2.0 Exercisable as of March 31, 2024 4,628,586 $ 4.13 2.0 $ - (1) The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying warrants and the closing stock price of $1.395 for our common stock on March 31, 2024. NOTE 7— DEBT PeriShip Global is a party to a debt facility with PNC Bank, National Association (the “PNC Facility”). The PNC Facility includes a $1 million revolving line of credit (the “RLOC”) with a term of one-year which expires in September 2024. The RLOC has no scheduled payments of principal until maturity, and bears interest per annum at a rate equal to the sum of Daily SOFR plus 2.85% with monthly interest payments. The PNC Facility also includes a four-year term note (the “Term Note”) for $2 million which matures in September of 2026 and requires equal quarterly payments of principal and interest. The Term Note incurs interest per annum at a rate equal to the sum of Daily SOFR plus 3.1%. The RLOC and Term Note are guaranteed by VerifyMe and secured by the assets of PeriShip Global and VerifyMe. The PNC Facility includes a number of affirmative and restrictive covenants applicable to PeriShip Global, including, among others, a financial covenant to maintain a fixed charge coverage ratio of at least 1.10 to 1.00 at the end of each fiscal year, affirmative covenants regarding delivery of financial statements, payment of taxes, and establishing primary depository accounts with PNC Bank, and restrictive covenants regarding dispositions of property, acquisitions, incurrence of additional indebtedness or liens, investments and transactions with affiliates. PeriShip Global is also restricted from paying dividends or making other distributions or payments on its capital stock if an event of default (as defined in the PNC Facility) has occurred or would occur upon such declaration of dividend. PeriShip Global was in compliance with all affirmative and restrictive covenants under the PNC Facility at March 31, 2024 As of March 31, 2024, our short-term debt outstanding under the Term Note was $ 0.5 million and total long-term debt outstanding under the Term Note was $ 0.8 million. During the three months ended March 31, 2024, the Company made a repayment of $ 125 thousand towards the principal of the outstanding Term Note. As of March 31, 2024, $ 0 was outstanding on the RLOC. Effective October 17, 2022, the Company entered into an interest rate swap agreement, with a notional amount of $ 1,958 thousand, effectively fixing the interest rate on the Company’s outstanding debt at 7.602 % . The Company has designated the intertest rate swap, expiring September 2026, as a cash flow hedge and have applied hedge accounting. The fair value of the derivative asset and liability associated with the interest rate swap are not significant as of March 31, 2024, and as of December 31, 2023, respectively. 23 Table of Contents Convertible Debt On August 25, 2023, the Company entered into a Convertible Note Purchase Agreement with certain investors for the sale of convertible promissory notes for the aggregate principal amount of $ 1,100 thousand of which $ 475 thousand was purchased by related parties including certain members of management and the Board of Directors. The notes are subordinated unsecured obligations of the Company and accrue interest at a rate of 8% per year payable semiannually in arrears on February 25 and August 25 of each year, beginning on February 25, 2024. The notes will mature on August 25, 2026 unless earlier converted or repurchased at a conversion price of $1.15 per share of common stock. The Company may not redeem the notes prior to the maturity date. For the three months ended March 31, 2024 interest expense related to the convertible debt was $ 22 thousand. As of March 31, 2024 the amount outstanding on the convertible debt was $ 1,100 thousand and is included in Convertible debt and Convertible debt-related party on the accompanying Consolidated Balance Sheets. NOTE 8— INCOME TAXES There are no taxes payable as of March 31, 2024, or December 31, 2023. Some of the federal tax carry forwards will expire at various dates through 2037. Generally, these can be carried forward and applied against future taxable income at the tax rate applicable at that time. We are currently using an effective income tax rate of 21 % for our projected available net operating loss carry-forward. No tax benefit has been recognized in the three months ending March 31, 2024, due to the uncertainty surrounding the realizability of the benefit. Utilization of the net operating losses (NOL) carryforwards may be subject to a substantial annual limitation as required by Section 382 of the IRC, due to ownership changes of the company that could occur in the future, as well as similar state provisions. In general, an “ownership change” as defined by Section 382 results from a transaction or series of transactions over a three-year period resulting in an ownership change of more than 50 percentage points of the outstanding stock of a company by certain stockholders. These ownership changes may limit the amount of NOL carryforwards that can be utilized annually to offset future taxable income. In accordance with FASB ASC 740 “Income Taxes”, valuation allowances are provided against deferred tax assets, if based on the weight of available evidence, some or all, of the deferred tax assets may or will not be realized. The Company did not utilize any NOL deductions for the three months ended March 31, 2024. NOTE 9– LEASES The Company accounts for its leases under Accounting Standard Codification (“ASC”) Topic 842, Leases. The Company determines at its inception whether an arrangement that provides us control over the use of an asset is a lease. We recognize at lease commencement a right-of-use (ROU) asset and lease liability based on the present value of the future lease payments over the lease term. We have elected not to recognize a ROU asset and lease liability for leases with terms of 12 months or less. Our current long-term leases include an option to extend the term of the lease prior to the end of the initial term. It is not reasonably certain that we will exercise the option and have not included the impact of the option in the lease term for purposes of determining total future lease payments. As our lease agreement does not explicitly state the discount rate implicit in the lease, we use our promissory note borrowing rate to calculate the present value of future payments. In addition to the base rent, real estate leases typically contain provisions for common-area maintenance and other similar services, which are considered non-lease components for accounting purposes. For our real estate leases, we apply a practical expedient to include these non-lease components in calculating the ROU asset and lease liability. For all other types of leases, non-lease components are excluded from our ROU assets and lease liabilities and expensed as incurred. We have operating leases for office facilities. We do not have any finance leases. 24 Table of Contents Lease expenses are included in General & administrative expenses on the accompanying Consolidated Statements of Operations. The components of lease expense were as follows (in thousands): Schedule of components of lease expense Three months ended March 31, 2024 2023 Operating lease cost $ 47 $ 37 Short-term lease cost 5 9 Total lease costs $ 52 $ 46 Supplemental information related to leases was as follows (dollars in thousands): Schedule of supplemental information related to leases March 31, 2024 December 31, 2023 Operating Lease right-of-use asset $ 419 $ 468 Current portion of operating lease liabilities $ 167 $ 170 Non-current portion of operating lease liabilities 263 307 Total operating lease liabilities $ 430 $ 477 Cash paid for amounts included in the measurement of operating lease liabilities $ 46 $ 177 Right-of-use assets obtained in exchange for operating lease liabilities $ - $ - Weighted-average remaining lease term for operating leases (years) 2.8 Weighted average discount rate for operating leases 6.4 % The following is a reconciliation of future undiscounted cash flows to the operating lease liabilities on our consolidated balance sheets as of March 31, 2024 (in thousands): Schedule of operating lease liabilities maturities Year ended December 31, 2024 (Excluding three months ended March 31, 2024) $ 142 2025 192 2026 139 2027 45 Thereafter - Total future lease payments 518 Less: imputed interest ( 88 ) Present value of future lease payments 430 Less: current portion of lease liabilities ( 167 ) Long-term lease liabilities $ 263 NOTE 10– CONCENTRATIONS For the three months ended March 31, 2024 and 2023, one customer represented 22 % and 13 % of revenues, respectively. During the three months ended March 31, 2024, and 2023, one vendor accounted for 99 % of transportation cost, in our Precision Logistics segment. As of March 31, 2024, one customer made up 31 % of accounts receivable, net. As of December 31, 2023, three customers made up 47 % of accounts receivable. 25 Table of Contents NOTE 11 – SEGMENT REPORTING As of March 31, 2024, we operated through two reportable business segments: (i) Precision Logistics and (ii) Authentication. Precision Logistics: This segment offers a value-added service provider for time and temperature sensitive parcel management. Through logistics management from a sophisticated IT platform with proprietary databases, package and flight-tracking software, weather, traffic, as well as dynamic dashboards with real-time visibility into shipment transit and last-mile events that are managed by a service center we provide our clients an end-to-end vertical approach for their most critical service delivery needs. Using our proprietary IT platform, we provide real-time information and analysis to mitigate supply chain flow interruption, delivering last-mile resolution for key markets, including the perishable healthcare and food industries. Authentication: This segment specializes in solutions that connect brands with consumers through their products. Consumers can authenticate products with their smart phone prior to usage, and brand owners have the ability to gather business intelligence while engaging directly with their consumers. Our Authentication segment also provides brand protection and supply chain functions such as counterfeit prevention. We do not allocate the following items to the segments: general & administrative expenses, research and development and other income (expense). The following table sets forth the revenue and operating results attributable to each reportable segment and includes a reconciliation of segment revenue to consolidated revenue and operating results to consolidated loss before income tax expense (in thousands): Schedule of segment reporting information Three months ended March 31, 2024 2023 Revenue: Precision Logistics $ 5,614 $ 5,414 Authentication 145 247 Total Revenue $ 5,759 $ 5,661 Gross Profit: Precision Logistics $ 2,129 $ 1,353 Authentication 131 168 Total Gross Profit 2,260 1,521 Segment Management and Technology – Precision Logistics 1,075 913 Segment Management and Technology – Authentication 268 192 Sales and marketing – Precision Logistics 223 262 Sales and marketing - Authentication 165 237 General and administrative 1,121 1,413 Research and development 55 8 LOSS BEFORE OTHER INCOME (EXPENSE) ( 647 ) ( 1,504 ) OTHER INCOME (EXPENSE) 94 ( 76 ) NET LOSS $ ( 553 ) $ ( 1,580 ) 26 Table of Contents