[8-K] VerifyMe, Inc. Reports Material Event

Rhea-AI Filing Summary

Camping World Holdings (CWH) Q2 2025 10-Q key takeaways

• Revenue rose 9.4% YoY to $1.98 bn; six-month sales up 6.9% to $3.39 bn.
• Profitability improved: gross profit +8% to $592 m; operating income +37% to $130 m. Operating margin expanded 130 bp to 6.6%.
• Net income attributable to CWH advanced to $30.2 m (EPS $0.48) from $9.8 m (EPS $0.22). Six-month EPS turned positive at $0.29 vs. –$0.28.
• Segment drivers: New-vehicle revenue +8.0%, Used-vehicle +19.0%, F&I +12.4%. Good Sam Services grew 3.2%.
• Expense trends: SG&A up 4.2% to $437 m; combined interest expense fell 19% to $51.8 m, supporting bottom-line growth.
• Balance sheet: cash declined to $118 m (–43% YTD) as inventories expanded $239 m and floor-plan notes rose $118 m. Long-term debt steady at $1.48 bn; total leverage 4.7 × equity.
• Cash flow pressure: YTD operating cash outflow of $44.6 m (vs. +$84.3 m LY) driven by working-capital build; investing cash outflow $180 m for capex & acquisitions.
• Shareholder returns: quarterly dividend maintained at $0.125/sh (paid $15.7 m YTD); no share repurchases apart from tax-withholding on RSUs.
• Other items: immaterial tax-asset restatement increased deferred tax asset by $43.8 m and APIC by $33.4 m.

Overall, stronger sales and cost control lifted earnings, but negative operating cash flow and higher inventory/floor-plan debt warrant monitoring.

Positive

• Revenue up 9.4% YoY, with broad-based growth in new, used, F&I and service lines.
• Operating income +37% and EPS more than doubled to $0.48, showing operating leverage.
• Interest expense down 19%, improving coverage to ~2.5×.
• Dividend maintained at $0.125 per share, signalling confidence.
• Deferred tax restatement increased equity by $43.8 m without cash impact.

Negative

• Operating cash flow –$44.6 m YTD versus +$84.3 m prior year, driven by inventory build.
• Inventory ballooned to $2.06 bn, requiring higher floor-plan debt (+10%).
• Cash balance fell 43% to $118 m, tightening liquidity.
• Total liabilities up 6.8% to $4.68 bn, leverage remains high at ~9× EBITDA (implied).
• Immaterial but recurring restatements highlight prior tax-accounting weaknesses.

Insights

Equity Research Analyst

TL;DR – Solid top-line and EPS beat, but cash burn and inventory build temper enthusiasm.

Revenue growth across all major lines—especially used RVs (+19%) and F&I (+12%)—drove a 37% jump in operating income. Margin expansion came despite heavier SG&A, helped by lower floor-plan and senior debt interest. EPS of $0.48 nearly doubles prior-year quarter and supports the steady $0.125 dividend (6% yield at recent prices).

However, working-capital swings turned $85 m positive OCF last year into a $45 m outflow, cutting cash by $90 m YTD while inventory sits at $2.06 bn. Floor-plan borrowings climbed 10% to fund this build, lifting total current liabilities 21%. Long-term leverage is unchanged but net debt is higher.

Net: results are incrementally positive for sentiment, yet sustainability hinges on converting inventory to cash during the seasonally stronger second half.

Credit Analyst

TL;DR – Leverage stable but liquidity weakening; inventory risk increasing.

Debt metrics remain steady—long-term debt at $1.48 bn and no revolver balance—yet cash dropped 43% to $118 m. Floor-plan notes rose to $1.28 bn, pushing current ratio to 1.26×. YTD FCF is deeply negative (≈$225 m after capex and acquisitions), funded largely via floor-plan and asset sales.

Interest coverage improved to 2.5× (EBIT/interest) on stronger EBIT and lower rates, offering bondholders a modest cushion. The company’s quarterly dividend and ongoing M&A may strain liquidity if demand softens, especially with elevated inventories and macro headwinds cited in the risk section.

I assign a neutral outlook: credit profile is not deteriorating sharply, but tighter cash and higher working-capital needs reduce flexibility.

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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):      July 29, 2025

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.)
801 International Parkway, Fifth Floor, Lake Mary, Florida						32746
(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

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 1.01 Entry into a Material Definitive Agreement.

On July 29, 2025, PeriShip Global, LLC (“Periship”), a wholly-owned subsidiary of VerifyMe, Inc., entered into (i) a UPS Digital Channel Program Agreement (the “Program Agreement”) with United Parcel Service, Inc., an Ohio corporation (“UPS Ohio”) and UPS Worldwide Forwarding, Inc., a Delaware corporation (“UPS WWF”), and (ii) a UPS Partner API Access Agreement (the “Integration Agreement” and together with the Program Agreement, the “Agreements”) with UPS Digital, Inc., (“UPS Digital” and collectively with UPS Ohio and UPS WWF, “UPS”). The Agreements provide Periship access to designated UPS services at promotional rates as part of a specialized logistics management services for time-sensitive and perishable shipments, including proactive monitoring, weather tracking, and issue resolution through certain UPS digital channel program applications. Pursuant to the Integration Agreement, UPS will allow Periship to develop Interfaces to certain UPS APIs, access UPS Access Services and the use of UPS Information (as such terms are defined in the Integration Agreement). The Agreements have a term of three years, subject to customary termination and renewal provisions.

The Agreements also contain customary confidentiality, limitation of liability, and indemnification provisions and customary representations, warranties and covenants by the parties for transactions of this type.

The foregoing descriptions of the Program Agreement and the Integration Agreement are subject to and qualified in their entirety by the terms of the Program Agreement and the Integration Agreement, copies of which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2025.

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: July 30, 2025	By:	/s/ Adam Stedham
		Adam Stedham
		Chief Executive Officer and President

FAQ

How much did Camping World Holdings (CWH) earn per share in Q2 2025?

Diluted EPS was $0.48, up from $0.22 in Q2 2024.

What drove revenue growth for CWH in the June-quarter 2025?

Growth came from new vehicles (+8%), used vehicles (+19%), finance & insurance (+12%) and modest gains in Good Sam services.

Why did CWH’s operating cash flow turn negative in 2025?

The company invested heavily in inventory (+$239 m) and saw higher receivables, flipping OCF to –$44.6 m YTD.

What is CWH’s current dividend policy?

CWH paid a quarterly cash dividend of $0.125 per Class A share in both Q1 and Q2 2025.

How did the balance sheet change since December 2024?

Cash fell to $118 m, inventories rose to $2.06 bn, and floor-plan notes increased to $1.28 bn; long-term debt remained near $1.48 bn.

Did CWH adjust any prior financial statements?

Yes, it recorded an immaterial revision to deferred tax assets, boosting APIC by $33.4 m and equity by $43.8 m.