Creative Realities, Inc.

Good morning. At this time, I would like to welcome everyone to Creative Realty's 2025 Third Quarter Earnings Conference Call. This call will be recorded and copy will be available on the company's website at cari.com. following its completion. Creative Realities has prepared remarks summarizing the interim results for the quarter along with additional industry and company updates. Joining the call today is Rick Mills, Chief Executive Officer, and George Sautter, Chief Strategy Officer and Head of Corporate Development. Mr. Sautter, you may proceed.

Thank you, and good morning, everyone. Welcome to our earnings call for the third quarter, and it's September 30, 2025. I would like to take this opportunity to remind you that remarks today will include forward-looking statements. The words anticipated, will, believes, expects, intends, plans, estimates, projects, should, may, propose, and similar expressions or the negative versions of such words or expressions as they relate to us or our management are intended to identify forward-looking statements Actual results may differ materially from those contemplated by such statements. Factors that could cause these results to differ materially are set forth in our Form 10-K and other filings with the SEC. Any forward-looking statements that we make on this call are based on assumptions as of today, and we undertake no obligation to update these statements as a result of new information or future events. During this call, we will present both GAAP and non-GAAP financial measures. A reconciliation of GAAP to non-GAAP measures is included in our public filings and in our earnings release that was issued this morning. We believe the use of certain non-GAAP measures such as adjusted EBITDA and several other important KPIs represent meaningful ways to track our performance. It is now my pleasure to introduce Rick Mills, CEO of Creative Realities.

Thanks, George. Good morning, everybody. We appreciate everybody joining today's call. We also want to take this moment to welcome all the team members from Cineplex Digital Media who are joining the call for the first time. As many of you are aware, we completed the purchase of Cineplex Digital Media, or CDM, just last week on November 7th. This was a tremendous effort by everyone here involving a great deal of due diligence, strategic analysis, and of course, the arrangement of appropriate financing to get the transaction across the finish line. I'll speak about this more in a moment, but in a nutshell, we just couldn't be happier with this acquisition. This is the one that we believe allows us to leapfrog the competition in North America, doubling the size of the company, puts us on an accelerated growth trajectory to significantly improve bottom line results. And as many of you know, we've talked about this transformational acquisition for the past year and a half, and it has finally come to fruition. But first, let me give you an overview of the quarter. We posted revenue of $10.5 million in Q3 versus $14.4 in the prior year period, while gross profit was $4.8 as compared to $6.6 million in 2024. A $2 million order slipped from the third quarter into the fourth quarter, negatively impacting our results. However, we do not believe this revenue has been lost. It's just been delayed. As we have discussed previously, we often don't control the sales cycle or the cadence of deployments by our customers, and working with our target enterprise customers can involve delays. Our pipeline still remains strong, and we believe that we are close to converting significant engagements that will reward our shareholders for their patience. However, we also recognize the need to improve the rate of conversion. Yesterday we announced the hiring of a chief revenue officer, Dan McAllister. Dan joins CRI this coming Monday with a clear mandate. Improve our new customer acquisition velocity across North America. Dan and I will be working hand in hand to reorganize our sales force and reorganize our go to market strategy with a shared vision. Grow our recurring revenue and push opportunities through the pipeline quicker. With that said, our third quarter consolidated gross margin was 45%, roughly in line with last year's 46%. As of December 30th, 2025, we had an annual recurring run rate or ARR of 12.3 versus 18.1 at the end of the third quarter in 2024. Adjusted EBITDA was 0.8 million, for the third quarter versus 2.3 million last year. Now, let's talk a little bit more about our acquisition. We purchased CDM for 70 million Canadian, approximately 50 million US, after many months of due diligence and negotiation. The business is a great addition, realities, and as I first discussed on a call following our announcement, The company is a leader in providing data, experience-based digital marketing solutions across North America. Over 60% of the revenue is recurring and approximately 84% of sales are based in Canada. CDM posted revenue of just under 56 million Canadian dollars in 2024 is on and is on track to deliver 25% top-line year-over-year growth in 2025. It operates in more than 6,000 locations that it has signage deployments in, approximately 30,000 endpoints, including such well-known brands as Scotiabank, RBC, AMC Theaters here in the U.S., and, of course, Tim Hortons in Canada. And it was recently made the exclusive partner for the North Carolina Educational Lottery retail deployment. This in itself was a huge win. It's a $54 million deployment over a 10-year period. In addition, with the acquisition of CDM, we acquired Canada's largest mall retail media network. which will generate over 32 million Canadian or 25 million US approximately of advertising sales revenue this year. This digital out of home or DOH media network has over 750 screens with exclusive representation and revenue sharing across 95 shopping destinations. These locations include 76 out of the 100 most productive Canadian shopping centers, nine out of the 10 busiest malls in Canada, and we serve approximately 750 million visitor or shopper visits annually. And by the way, this is the first and only mall network certified by the Canadian Out-of-Home Marketing and Measurement Bureau, or what is referred to as COM. All in all, through this transaction, we have more than doubled the size of the company, significantly increased our operations outside the US, opened new avenues for accelerating growth going forward. CDM serves thousands of QSR restaurants, financial institutions, and retail establishments across Canada. Combine that with our US coverage, it immediately places us in a strong position to take advantage of the explosive growth going on in retail media networks across North America. From a technology standpoint, these CDM customers bring a strong opportunity for CRI's broad product portfolio of solutions to improve the customer purchase experience driven by digital hardware installations, the management of retail media networks, and professional support services. By the way, in addition, CDM has a creative agency of record credentials. They do very high-end quality content all around content design and creation. In addition, while CDM currently license certain software applications from third-party providers, the combination with CRI, including our ReflectView, and Clarity CMS platforms, as well as our AdLogic ad server and AdLogic CPM Plus, our CMS and ad tech platforms, will provide significant synergies to accelerate growth across the business. Overall, we believe CDM will rapidly elevate our data science and content capabilities while adding the scale we need to thrive in an increasingly competitive, rapidly expanding marketplace. Given CDM's large customer base and operating footprint, we expect that our unified organization will see higher top line performance and improved bottom line results in the quarters to come. As previously disclosed, the acquisition is anticipated to provide synergies have at least 10 million across North America on an annualized basis by the end of 2026. This is really a reflection of the operating efficiencies, margin enhancement opportunities, and the adoption of our CMS and ad tech platforms throughout the CDM customer base. Taking these synergies into account across the new combined company, And based on CDM's business for the 12-month period ending September 30th, 2025, we calculate our purchase price to be somewhere between three and four times the adjusted EBITDA of CDM. On a forward-looking basis, we anticipate total company revenue to exceed $100 million in 2026 with an adjusted EBITDA margins in the high teens. Once all the synergies are realized, we expect adjusted EBITDA margins will exceed 20% and free cash flow generation will be significant. We financed the CDM acquisition through a combination of debt and preferred equity, as George will discuss shortly. He'll go into the details. Simultaneous with the transaction, the company increased the size of its board from four to seven individuals, appointing three new directors. I want to take this time to welcome Dan McGrath, who is the Chief Operating Officer of Cineplex, along with Tom Ellis and Mike Bosco from North Run Capital. These individuals, each with unique capabilities and expertise, will help lead us through our next phase of expansion across North America and potentially overseas. It's an exciting time to be here, and we can't wait to see what the future holds. We continue to have an extremely large pipeline of opportunities under consideration, including new potential business opportunities due to the acquisition of CDM. I'll go through our market outlook more detailed in a moment, but we are on track with our pre-announced deal with a large QSR chain that has over 1,000 locations across more than 25 states. We completed the pilot program in select locations during the third quarter and are in process of rolling out nationally in Q4. We are delivering turnkey solutions along with consulting content strategy, the hardware deployment, and then, of course, ongoing day two service, all powered by our proprietary CMS platform, Clarity. ad logic, ad server, and CPM plus programmatic applications also continue to see increasing traction and interest from existing and new customers. As a reminder, historically, we've already delivered up to 50 million ads daily via this advertising platform. I believe this technology will play a key role in driving top line growth going forward, particularly now with CDM under our belt. With all our advances and proprietary platforms, the future looks very bright for the new, much larger creative realities. We expect revenue to accelerate, backlog to grow, and margins to improve, putting us in position for much better results in 2026. I'll turn it back over to George to share some additional comments on our financials.

George? Thank you, Rick. An overview of our financial results for the third quarter of 2025 was provided in our earnings release and Form 10-Q, which included the condensed consolidated balance sheet as of September 30th, 2025, the statement of operations, and statement of cash flows for the three and nine months ended September 30th, 2025. and a detailed reconciliation of net income to EBITDA and adjusted EBITDA for the quarter ended September 30th, 2025, as well as the preceding four quarters. While Rick reviewed our operational results in detail, let me provide a couple of points of context relating to the balance sheet. Cash. As of September 30th, 2025, the company had cash on hand of approximately $0.3 million. versus $0.6 million at the end of the second quarter 2025. As previously mentioned, our consolidated balance sheet reflects minimal cash on hand, as the company has a sweep instrument to apply cash against the revolving debt facility to further manage our interest expense. Debt, our gross and net debt stood at approximately $22.2 million and $21.9 million, respectively, at the end of the third quarter as compared to $20.1 million and $19.5 million respectively at the end of the second quarter of 2025. At the end of the third quarter, our leverage on a gross and net basis was 7.56 times and 7.46 times respectively versus 4.53 times and 4.40 times at the end of the second quarter of 2025. Please be reminded that the Q2 and Q3 2025 debt balances reported herein contain the settlement of the contingent liability from the merger of Reflex Systems in 2022. Since the end of the quarter, as Rick discussed, our balance sheet has changed significantly due to the acquisition of CDM. We financed the transaction through a combination of debt and preferred equity, including a three-year $36 million senior term loan with Birch Merchants Bank and $30 million of convertible preferred equity with a $3 conversion price provided by affiliates of Northfront Capital. With this financing in place, we have a total of $39.9 million in debt as of November 7, 2025. and retain a credit facility of $22.5 million with availability of $17.7 million. I will turn it back to Rick for any additional comments.

Thanks, George. Just a few updates, and then we'll go to Q&A. But number one, we have been notified by a very large QSR that they have chosen CRI as a result of a competitive RFP process. We are in the process of finalizing the contract and expect to make an announcement in mid-December at the latest. They have over 4,000 locations in the US alone. And our drive-through pricing was one of the key deciding factors as they have not rolled out digital drive-through yet. And so we expect a large expansion with that customer in 2026. Our largest C-Store customer, we've talked about before, has begun a test utilizing their current in-store screens and updating the configuration of those screens and configuring it into a retail media network utilizing our AdLogic ad serving technology. So they're running our CMS. Now they're running AdLogic. Assuming the test is successful, the 8,000 in-store screens, so approximately 2,000 locations, would grow significantly as the rest of the screens would be added to the retail media network. We expect that decision in April of 2026. Assuming they move forward, this would result in an additional $1 million in annual recurring SaaS from that customer alone. We remain well positioned in the digital transformation landscape, look forward to delivering further improved operating results. With that, we'll now move to the Q&A portion of the call. Please go ahead, operator.

Thank you. At this time, we'll collect the question and answer session. As a reminder, to ask a question, you will need to press star 11 on your telephone and wait for your name to be announced. To withdraw your question, please press star 11 again. Please stand by while I compile the Q&A roster. And our first question comes from the line of Jason Cryer of Greg Hallam. Your line is now open.

Great. Thank you, guys. Say, Rick, I was just wondering if you can provide some feedback on what you've been hearing from customers and partners and stuff since you announced the CDM acquisition a few weeks ago and, you know, any enthusiasm that's built up in the channel.

Yeah, Jason, great question. So, Tom, all the customers have been very positive and certainly appreciate how it gives us tremendous scale and as you may or may not know I flew 10,000 miles in one week to literally visit virtually every customer of CDMs in the week prior to the closing so the CDM customers understand the acquisition no issue I will tell you the one area you mentioned use the term the channel in the competitive landscape among Our industry, I will tell you, this was a very large statement, and everybody has acknowledged CRI is absolutely now one of the top two, three, four digital signage integrators in North America, period. So a lot of acknowledgement around that. As you know or folks on this call know, we have always stated this is all about get scale, go big, go home. Guess what? We've got scale, and we went big, and we're glad to be here.

Appreciate that. You've had a lot of success in QSR, so maybe you can just talk about how you go to Marketing Canada following the acquisition. I'm curious when you think about that. Do you lead with existing CDM customers in Canada, or do you feel like there's an opportunity to lead with existing CRI customers that have somewhat of a footprint in Canada?

A little bit of both. There's certainly some CRI customers that have a footprint in Canada. You better believe we are already knocking on their door, right? Number two, we believe there is a tremendous opportunity to lead with our drive-through opportunity. for a number of customers throughout Canada. Canadian QSRs, generally speaking, have not gone digital at all. And so we have a tremendous opportunity to take these QSR customers in Canada to go digital. Today, we service a portion of a number of QSRs in Canada, specifically A&W, also Dairy Queen of Canada. Also, we do all the content for Tim Horton, So certainly three rich opportunities there alone, but we do expect to reach out to what I would call the Tier 2 QSR operators throughout Canada, those folks with 500 to 1,500 locations. So that's really a strategy that we are embarking upon virtually immediately.

Lastly, for me, we've talked the last few quarters about the retail media opportunity. We've talked about how scale matters there. Can you reframe that opportunity now with CDM in the fold, how this increases your scale, how this increases your capabilities, and if you feel any differently about CRI's ability to win in that market?

Yes. The answer clearly is just yes. But let me tell you why. We now, you know, before we have always had the credibility of having a very qualified ad tech stack, number one. Number two, that has delivered millions of ads on a daily basis. So we've always had that credibility. Now what we bring to the market or to the table is we can look customers in the eye and say, Yes, we understand about how to run a retail media network. We own one. We own the largest retail mall, retail media network in Canada. We're delivering over 32 million Canadian in ad sales. We understand the entire ecosystem from A to Z, Mr. Customer. So it brings a whole new level of credibility. Oh, by the way, it brings some of the retail media expertise, which CDM has a lot of. because of running those networks in Canada. So we expect to bring that expertise down in front of our U.S. customers and gain traction quicker.

Thanks a lot, Rick. Appreciate it.

Thanks, Jason.

Thank you. One moment for our next question. Our next question comes from the line of Brian Kitzinger of Alliance Global Partners. Your line is now open.

Hi, guys. Thanks for taking my question. While it's only been a month since you announced the acquisition, I'm curious if you've learned anything more about the state lottery pipeline and RFPs, when those might be competed, and maybe if you could size that opportunity collectively.

Sure. Great question, Brian. Number one, as we talked about North Carolina lottery, that alone was $54 million. approximately 8 to 10 million of hardware, and then the rest is SAS over a 10-year period. So number two, the opportunity. What we had heard early is there were about 10 or so states in the U.S. that were planning RFPs. We since currently have received our first RFP from down here in the U.S. and expect to participate in more. We believe the opportunity in lottery is robust.

Okay, and then can you talk about your go-to-market strategy in U.S. malls as you leverage CDN's position in Canada?

We are currently talking with a couple mall-like properties that have the ability to expand our retail media network from Canada down into the U.S., Brian. We expect over the next two quarters to engage with a number of the mall ownership properties here in the U.S. Think folks like a Westfield, like a Simon, that we would engage with. We have not had meaningful discussions yet, but we expect to do that. Just one general note, throughout the U.S. mall, there is nobody that has been able to construct a mall network that is as successful as our Canadian mall network in Canada. No one's been able to put it together in the U.S. We expect to be able to bring some of that knowledge and potentially participate in that in the U.S. over the next year or two.

Okay. We heard comments on QSR and retail. One vertical I didn't hear about is stadiums, so maybe you can provide an update on how that's materializing if at all.

Our stadium business continues to grow. This is year three. 2026 is year three that we've been in that vertical market really going hard. We have a couple signature wins that are waiting for signatures as we speak. We expect 2026 to be our best year. Everything on my DNA tells me that business vertical is going to be up between 30% and 40% in 2026 alone.

Okay, my last question, I want to make sure I understand. There was a lot of discussion of different size customers, potential wins, things you've already won. I heard 1,000 store location. I thought I heard at QSR it had a 4,000 store location. I heard an 8,000 store. It sounded like three separate ones. I can only assume that 8,000 is 7-Eleven you talked about specifically last quarter. Am I right there were three separate locations? opportunities, and what of those have been signed versus not signed? I was confused. And then lastly, on customer-specific, Icebox, is that moving forward this quarter? So those are four different customers, I think.

Yeah, so, you know, the Icebox network was, as we talked about, was the $2 million that got pushed from Q3 to Q4 because of a funding snafu. And we are literally still waiting to launch that. We're waiting on a daily basis for them to resolve that so we can launch that network, number one. Number two, yes, you were correct when you talked about the 8,000 screens in 7-Eleven. Yeah, so we have dramatically worked with them to move approximately 8,000 screens into a true retail media network test. And that test started end of October, runs through the end of March. Assuming it's a success, they will turn all the rest of the screens utilizing our ad tech and our ad serving tech, and that will grow our SAS revenue relatively significantly. The third one I talked about was another QSR win. We received the verbal. We are in daily discussions. Contracts are going back and forth, lawyers, red lines, et cetera. We expect that contract to be signed by mid-December. and at which point in time we would make an official announcement. I still do not anticipate getting permission to articulate the name. As you know, that's always a challenge in our industry. But that particular one is conversion of a number of the 4,000 locations have already gone digital. They will be migrating all of that to our platform. And most importantly, out of all their locations, they have less than a handful of digital drive-thrus, and that's the number one area of growth for them in 2026. So we expect that alone to add some significant revenue in 2026, assuming the franchisees have the desire to buy a digital drive-thru for their location. So a number of things going on there. Okay. Thank you. Thanks, Brian.

Thank you. We'll move on to our next question. Our next question comes from the line of John Hickman of Leidenberg. John, your line is now open.

Hey, John. Hey. I'm intrigued with this new chief revenue officer. What exactly, I mean, it's no secret that you've had trouble or sometimes the addition of new customers has been slower than you thought. It should be, but can you elaborate on what you think this guy can do to push customers like over the goal line to actually sign with you?

First and foremost, John, that was most gracefully said and articulated. Yes, we've had a challenge getting them across the finish line. I need somebody who can really be a strong closer out there as a chief revenue officer who really owns the revenue number. This business is now at over 100 million. You know, there's not enough of Rick Mills as the CEO founder to go around. I need help. And so I really, this is an individual I've spent eight, nine months back and forth. We originally met in June timeframe. George and I were together and had a meeting with the fellow and really were intrigued and spent a number of months in conversations. He is, been in and around our industry for 20 years, knows a bunch of customers, a bunch of even industry professionals. When you bring on somebody like a chief revenue officer, you expect them to bring in some of the industry professionals. So we expect a lot of potential inbound customer opportunities, the ability to convert some of these customers who have been lingering Just haven't got them across the finish line. So I'm very intrigued to have help. Hope that answers your question, John.

So with him, how many sales guys will you actually have beside yourself?

Well, between the CDM sales organization and the CRI sales organization, We have about approximately somewhere between 40 and 43 customer facing individuals. So it's a dramatic expansion of our sales effort.

Okay. Okay. All my other questions got answered by the previous question. So thank you.

Thanks, John.

Great. Thank you. One moment for our next question. Our next question comes from the line of Howard Halpern of Tactic Brothers. Your line is now open.

Hi, guys. Hey, Howard. How does having now, you know, a little bit of a content creation team help across your existing, you know, customer base?

You know, Howard, I would say we've always had content creation. We had a relatively... smaller team as part of CRI, and our predominant content creation and content management was focused on QSR and C-Store. With the Cineplex team, now they're adding at least 15 people just in content creation alone. They do high-end agency work. They will actually go and do a photo shoot they will do high-end agency of record type content and we expect to chase that our content business I think in 2026 will I think we've budgeted somewhere between five and a half or six million u.s. for content and over the next couple of years we expect to drive the content team to Ultimately, the goal is to get it to about 10 million over the next 24 months. So we expect content to grow.

Okay. And with the funding that occurred through the transaction, you're comfortable with the growth potential and the capital you have in place?

Yes. As a matter of fact, our wonderful partners at North Run Tom Ellis, Mike Bosco, one of the key elements of discussion about them making the investment was making sure we had enough cash and available credit facility to run this business and grow this business. And that was a key tenet of them even making the investment. And I'd have to defer to George if George is on the line, but I believe George don't we have about 17 million or 17 and a half million available today?

That's correct, Rick.

Yeah. So lots of headroom to run the business on a go-forward basis. Thanks, George.

And just one final one, more of a numbers question. Entering 2026, the end of this year, what do you anticipate – combined companies ARR to be?

We expect as we enter the year, the combined ARR, it's a combination of ARR plus our ad revenue, which we indicate is ARR-like. Those two will exceed $40 million U.S. combined.

Okay. Okay, so that's good higher margin revenue going into 2026. That sounds great.

Very much so, and, you know, that's why we're very bullish on our adjusted earnings targets.

Okay, thanks, and keep up the good work.

Thank you.

Thank you. I'm showing no further questions at this time. I'll now turn it back to Rick Mills for closing remarks.

Okay. Let me conclude this call by thanking all the shareholders, clients, partners, CRI employees, all the CDM employees who logged in for the first time, for all of the continuing effort, commitment, and support as we continue to grow the CRI platform. The next four months, we have a lot of integration due, a lot of hard work, but it will be fun work. And we look forward to speaking with you again next quarter.

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect.