Algorhythm Holdings, Inc.

Thank you and good morning, everyone. Welcome to Algorithm Holdings' first quarter 2026 earnings conference call. With me on today's call are Gary Atkinson, the company's chief executive officer, and Alex Andre, the company's chief financial officer and general counsel. Before we begin, I would like to remind everyone that the remarks made on this call may contain forward-looking statements within the meaning of the federal securities law. Forward-looking statements include statements regarding our expected future financial performance, the growth of our semi-cab business, our customer pipeline, our annualized revenue run rate, our APEX SaaS platform, our liquidity and capital resources, and our outlook for the remainder of 2026. These statements are subject to risk and uncertainties that could cause actual results to differ materially from those projected. For a discussion of these risks, please refer to Algorand Holdings' annual report on Form 10-K for the year ended December 31st, 2025, and our quarterly report on Form 10-Q for the quarter ended March 31st, 2026, both filed with Securities and Exchange Commission. Gentlemen, you may begin.

Thank you. Good morning, everybody. We appreciate you joining us today. The first quarter of 2026 was an exciting first three months for our company. We are operating at a moment when the global logistics industry is starting to fully grasp what we are building, which is an orchestration layer for enterprise shippers and logistics service providers to improve their truck utilization through artificial intelligence and network optimization. The conversations we are having with shippers, logistics service providers, and analysts have shifted meaningfully over the past several quarters, and that shift has accelerated our business development cycle and opened doors to new customers and compelling new partnerships. Before walking through the quarter, I would like to restate the core problem that Semicab is solving. This is a message that we intend to deliver consistently because it is the foundation of everything we are doing. First, the global trucking transportation market is enormous, estimated at approximately $3 trillion per year and growing. Second, the industry remains massively inefficient. On average, roughly one out of every three miles driven by a truck is empty. These empty miles cost shippers and carriers hundreds of billions of dollars annually, in addition to the hidden costs of unnecessary congestion, wasted fuel, and avoidable carbon emission. Third, Semicab is uniquely positioned to address this problem. We are one of the first freight tech platforms to implement a multi-enterprise collaborative optimization model directly into the core of our platform. Our optimization engine is designed natively to continuously seek to optimize every load that we process, identifying multi-stop round trips and assigning them to one truck in order to reduce empty miles. And finally, we're seeing the proof. In real-world case studies in India, we have demonstrated the ability to reduce empty miles by up to 70%. Put simply, our AI-powered technology addresses a $3 trillion global industry, and we believe it can eliminate a meaningful portion of the empty mile inefficiency that costs the industry hundreds of billions of dollars every year. Our model is disruptive, but in a way that creates a benefit for every participant. Shippers save money. Carrier fleets become more efficient and more profitable, and consumers ultimately avoid the pass-through cost of empty miles. For these reasons, I firmly believe that we are at the forefront of the next step change in freight tech, that is, freight as an orchestrated network. With that backdrop, let me turn to the quarter itself. We are off to a strong start to the year, with the first quarter delivering tangible progress, which resulted in a record quarter as a pure-play AI logistics company. We drove improvements across three areas. One, we achieved over 70% sequential growth in revenue quarter over quarter. A materially strengthened balance sheet and an expanding customer base that we believe will drive our growth through the remainder of this year and beyond. Behind our first quarter numbers is a customer base that continues to expand. During the first quarter, we delivered a total of 5,716 loads across 14 customers, and grew our dedicated truck fleet by 30% from December through March. We started 2026 with some of the largest shippers in India, Procter & Gamble, Unilever, Calanova, and Asian Paints. During the quarter, we added beloved brands like Coca-Cola, India, and MTR Foods as new customers of our managed services in India, alongside a deepening roster of shippers that includes Maraco and Bajaj Electrical. In January, we announced a significant expansion of our master service agreement with Apollo Tires, the second largest tire manufacturer in India, and a top 10 global player in the tire industry. We anticipate further customer activity over the balance of the year, and we look forward to updating you as these announcements are made. On the capital market side, in February of this year, we closed a $9.5 million secured prepaid purchase financing to support the continued growth of SemiCAD. We also fully repaid two prior prepaid purchases and most of a third prior prepaid purchase with our capital provider during the quarter. These actions combined with the equity issued in connection with these facilities are the principal drivers of the improvement in our cash positions and our stockholders' equity. We will continue to evaluate financing and capital allocation choices carefully with the goal of supporting the growth of the business while remaining mindful of dilution and cost of capital. One final point before I turn the call over to Alex. I want to address one item that I know some of you have noted in our 10Q and in the recent 8K filing. Last May of 2025, as part of the purchase price consideration for the acquisition of Semicat India, we issued a promissory note to Semicat Inc., the seller. In recently filed reports, we noted that we did not make the initial $1.5 million payment that was due earlier this month. I want to be clear on two points because I do not want there to be any ambiguity about how we're thinking about this. First, this is not a liquidity issue. We ended the quarter with 10.9 million of cash on our balance sheet and had almost 9.4 million of cash on hand as of May 12th. We have the financial capacity to repay this note on May 2nd if we elected to do so. We have chosen instead not to redeploy that working capital towards debt repayment at this time because we believe that capital is better, more productively invested in scaling the Semicab business through expanding our managed services footprint in India and supporting the rollout of our APEX SaaS platform. This was a deliberate capital allocation decision, not a forced one. Second, we are in active and constructive dialogue with the note holder. We have received a 45-day forbearance, and during that period, we are working to restructure the payment schedule under the note in a way that we believe will be workable for both parties and will better align the notes repayment timeline with our operating priorities and capital plan. We will provide further disclosure on the outcomes of those discussions through our future SEC filings. This is a balance sheet item that we are actively managing, and we do not view it as a material impediment to the business. I want to address this head-on so there's no question about where the company stands, why we made the decision, and the path that we are pursuing to resolve. With that said, I'd like now to turn the call over to Alex Andre, our CFO, to walk through the first quarter financials. Go ahead, Alex.

Thank you, Gary. Hello, everyone. The annual report that we, the quarterly report we filed with the SEC earlier this morning presented our financial results for the three months ended March 31st, 2026 and 2025. Our financial results were heavily impacted by two major transactions that we completed during 2025. First, on May 2nd, we acquired SMCB Solutions Private Limited, which is our semi-cap India business, which owns and operates the entire India business segment. The financial results of SMCB are reflected in our financial statements for the first quarter of 2026, but are not reflected in our financial results for the first quarter of 2025, as we have not yet acquired the company at that time. Second, on August 1st, we sold our legacy consumer electronics business. Under applicable gap provisions, we reflected all financial results attributed to the consumer electronics business as discontinued operations in our financial statements, As a result, our balance sheet income statement and statement of cash flows only reflect the financial results of our continuing operations, including the operations of Semicon. The financial results of the consumer electronics business for all periods reported in our financial statements are reflected in select items referencing discontinued operations. Moving on to our financial results for the first quarter of 2026, Net sales for the quarter increased 1,850% to $2.4 million from $123,000 for the first quarter of 2025, primarily due to the acquisition of Semicab's Indian subsidiary, SMCB, on May 2nd of last year. Semicab's legacy U.S. business was responsible for the $123,000 revenue that we generated during the first quarter of 2025. Net sales increased 71% sequentially from $1.4 million for the three months of December 31, 2025. The increase in quarter-over-quarter net sales is due to increased sales generated by SMCB. We recently announced that Semicab's annualized revenue run rate had increased to more than $12 million during the first quarter of 2026. During the remainder of this year, we expect our revenue to continue to increase, with Semicab's annualized revenue run rate expected to increase to between $15 million and $20 million by the end of 2026. This will be largely attributable to growth in our Semicab India managed services business, but will also reflect some revenue that we expect to begin generating in the U.S. and Europe from Semicab's new APEX SaaS business that we announced this past fall. Gary will discuss our SaaS business later in this call. Gross loss for the first quarter of 2026 was $680,000 compared to $6,000 for the first quarter of 2025. Gross loss is a function of the revenue that SEMICAB generates from the managed services that it provides in India and the freight handling and servicing costs that comprise its cost of sales that it incurs in connection with the provision of those services. Under the managed services model, SEMICAB pays for access to trucks and generates revenue by using those trucks to complete shipments for its customers. It enters into contracts for access to trucks when it enters into new territories in India. then begins generating revenue in these territories as it acquires customers there and is awarded more routes. It takes time for SEMICAB to acquire customers and expand its routes to fully utilize the trucks that it has under contract. During this time, SEMICAB incurs costs for the trucks that it has under contract while its revenue scales more gradually as it begins to acquire customers. Consequently, gross margins are negative. As it obtains customers in these territories and is awarded more routes from its customers, Semicab more fully utilizes the trucks it has under contract. As the truck utilization rate increases, a greater amount of revenue is generated by the trucks, spreading a larger revenue base over the relatively same cost of the truck it is using in the territories. As the network matures in each region and the truck utilization rate improves, the growth in revenue begins to outpace the increases in trucking costs. This drives a sharp improvement in gross margins. We view this initial ramp-up period as a necessary investment in long-term scale and profitability. We expect gross loss as a percentage of revenue to decrease over the next 12 months as the growth in revenue that Summer Cab generates under contracts with new customers and expanded contracts with existing customers exceeds the increase in cost of sales that it incurs as it enters into these contracts for access to additional trucks. Operating expenses increased $2.6 million to $3.7 million for the first quarter of 2026 from $1.1 million for the first quarter of 2025. The increase would be primarily to increases in stock-based compensation expense and operating expenses that we began incurring for our Semicab business after we acquired SMCB in May of last year. While we expect operating expenses associated with the growth and development of our Semicab business to increase over the next 12 months, We expect total operating expenses to decrease as we incur less stock-based compensation expense than other operating expenses. Other expenses consist primarily of the loss on the change in fair value of warrants that we incurred in connection with the public offering securities that we completed on December 6, 2024, and interest expense that we incurred in connection with other financing transactions that we have completed. Other expenses decrease $5.4 million to $1 million for the first quarter of 2026, from $6.5 million for the first quarter of 2025. The decrease was due primarily to the loss of $6.5 million on the change in fair value of warrants that we incurred during the three-month period ending March 31, 2005, in connection with the public offering of securities that we completed on December 6, 2024, partially offset by an increase of $1 million related to interest expense, including amortization of deferred debt costs, incurring in connection with our other financing transactions. They'll be incurred during the three-month period ended December 31st of 26. We expect other expenses to remain at similar levels over the next 12 months as we continue to incur interest expense in connection with the financing transactions that we have completed. Net loss from continuing operations decreased $2.1 million to $5.4 million for the first quarter of 2026 from $7.5 million for the first quarter of 2025. The most significant contribution to the decrease in the loss from continuing operations was a decrease of $6.5 million for a non-cash charge for changes in the fair value of mortgage liability, partially offset by increases in operating expenses that I just described. We expect the increases in projected revenue to help boost our bottom line, but expect our bottom line to be negatively impacted by increases in operating expenses associated with the growth and development of Semicat. Finally, we are pleased to report that our balance sheet has strengthened significantly during the first quarter of 2026. We had cash on hand of $10.9 million at March 31, 2026, which is up from $6.1 million at December 31, 2025, and had almost $9.4 million of cash on hand as of May 2, putting us in a strong cash position to support the growth and development of our business for the remainder of 2026. In addition, we returned to positive stockholders' equity of $3.2 million from a deficit of $1.9 million at the end of 2025, representing an increase of approximately $5 million, which exceeds the $2.5 million threshold required by NASDAQ's continued listing standards. We intend to inform NASDAQ that our stockholders' equity now exceeds the $2.5 million threshold required by their continued listing standards. That concludes my overview of financial results for the first quarter of 2026. Gary? Thank you, Alex.

Before we open up the call to questions, I just want to spend a moment on APEX, our software as a service platform. APEX brings Semicab's proven AI-driven collaborative logistics technology to third-party logistics providers and multi-enterprise shippers in the United States and other international markets. It is an asset-light recurring revenue model. It targets the U.S. full truckload market that exceeds $450 billion a year. It's designed to enhance, not replace, the transportation management systems that our customers already run. It is important to note that it is not designed to be a digital freight brokerage service. I want to spend a moment on the timing of our progress in the United States because I know this is a question that we hear regularly from our shareholders. and I think it deserves a direct answer. Everyone is eager to see us announce deals here in the United States. While I understand there might be a frustration over the perceived lack of progress here in the US, I feel strongly that we are making real progress. Our US pipeline is expanding, and we are currently in active sales cycles with a number of some of the largest shippers and logistics service providers in the world. The feedback that we are receiving from these prospective customers on the Apex platform has been highly positive. They recognize the value proposition, they can see how the technology fits into their existing operation, and the conversations are progressing. That said, I do want to set realistic expectations on timing. Enterprise sales cycles for Fortune 500 shippers and the largest global logistics service providers are, by their very nature, long. These are sophisticated organizations with multiple stakeholders, internal evaluation processes, technical review, varied procurement cycles, and pilot design phases that just take time to work through. That is the reality of selling enterprise software into this customer base, and it's not just unique to us. What I can tell you is that we are advancing through these cycles. The dialogue is constructive, and we remain optimistic about our ability to convert our pipeline into signed US pilot contracts. When we have specific US customer wins to announce, we will announce them through our normal investor relations channels. We have a lot of work ahead of us, but we are confident in our strategy, in our technology platform, and in the team that we are building to execute this plan. I want to thank all of our employees, our customers, our partners, and all of our shareholders for your continued support. With that said, operator, please would like to now open it up for questions.

At this time, we will open up the question and answer session. If you would like to ask a question, please press star and one on your telephone keypad, and you'll be placed into the queue in the order received. You may remove yourself from the queue at any time by pressing pound and one. Once again, to ask a question, please press star and one on your phone now. Once again, to ask a question, please press star and 1 on your phone now. At this time, I have no questions. I'll turn the program back to your presenters for some closing remarks.

Okay. Well, thank you, everybody. I appreciate everyone's time and joining us today for and having continued interest in algorithm holdings. We will look forward to updating you on our progress on our next scheduled earnings call. I'd like to thank everybody and have a great day. Thank you.

Thank you. This does conclude today's algorithm holdings first quarter earnings call. Thank you for your participation. You may disconnect at any time.