Brand Engagement Network (NASDAQ:BNAI) Q2 2026 Earnings Call

0:00 Good day and welcome to Brand Engagement Network's second quarter 2026 earnings conference call. Today's call is being recorded. At this time, all participants are in a listen-only mode. After management's prepared remarks, we will open the call for a question-and-answer session. Before we begin, please note that today's call may include forward-looking statements. Actual results could differ materially. from those statements due to a variety of factors as described in Ben's filings with the Securities and Exchange Commission, including its Form 10-K and Form 10-Q. These statements speak only as of today, and Ben undertakes no obligation to update them.

0:51 I would now like to turn the call over to Tyler Luck, Chief Executive Officer of Brand Engagement Network. Tyler, please go ahead. Thank you, operator, and thank you all for joining us today. Before I talk about the quarter, I want to take a step back and explain what we're actually building at BEM, because I believe the progress we've made this quarter is best understood in that context. We believe we're at an important point in the evolution of AI. The technology is moving from experimentation toward being embedded directly into real-world workflows, customer experiences, and Business Operations. Ben builds technology that helps organizations, businesses, brands make every interaction with the people they serve more intelligent and actionable.

1:43 Our name, Brand Engagement Network, captures the idea behind our company. A brand is the organization, product, service, property or experience on one side of an interaction. Engagement is the interaction itself. So, a hotel interacting with a guest, a healthcare system interacting with a patient, a vehicle interacting with a driver or passenger. And the network is the technology connecting the organization, the person, the environment, the data, the experience, and ultimately, the action. Today, organizations and brands have thousands of these interactions with people every day. But much of the information and opportunity within those interactions is lost.

2:32 We believe AI gives organizations and brands the ability to understand those interactions, act on them, and create more value from them. That's the opportunity we're pursuing at Ben. We are building proprietary AI that can understand what's happening, engage with people and environments, personalize experiences, and increasingly take action. And we don't think about this as being limited to just conversations. Engagement is much bigger. It can happen in a hotel, a vehicle, a healthcare environment, a media platform, an enterprise workflow, or an entirely new environment that hasn't even been created yet. The question is, how do we turn an interaction into something useful and actionable rather than letting it simply end? That's what we're building toward.

3:19 And this quarter, we made meaningful progress turning that vision into reality. The second quarter of 2026 was defined by three things. First, completing the cabin air acquisition and significantly expanding the scale of the company. Second, continuing to move initiatives from pilots and evaluations towards structured commercial deployments and revenue opportunities. And third, strengthening our balance sheet while continuing to operate with discipline as we scale. Let me first walk through each of these. The second quarter, as I mentioned, was one of the most significant in BEM's history. On June 30, we completed our acquisition of Caternair, a Germany-based media advertising technology company with 24-plus years of history serving major media companies.

4:10 Caternair's software powers the way media companies manage advertising across broadcast, digital, and on-demand channels, including scheduling, management, invoicing, analytics, and reporting. Today, the platform manages more than 6 billion euros in annual advertising inventory across more than 1,000 media brands worldwide. Cadenao brings an established platform, a talented team, customers, industry expertise, revenue, and a global market presence for Ben. We're all seeing the benefits of AI directly inside the Cadenao business. Over the past eight months, our Cadenao team has internally incorporated AI-assisted workflows across infrastructure, Software Delivery, Troubleshooting, Testing, Documentation, and Internal Knowledge Retrieval. As a result, we've seen more than a 30% improvement in productivity and workflow efficiency across these areas.

5:03 We're also seeing that through faster troubleshooting and software delivery, less repetitive work and better access to operational knowledge. Importantly, much of this capability operates within our own controlled environment, giving us clear visibility into where AI is being used and the productivity gains it is generating. We believe this is an early example of the value AI can create not only in our products, but inside the business we operate. But I want to spend a moment on why Captain Air matters strategically. Global advertising spending is expected to exceed $1 trillion this year, making it one of the largest markets in the global economy. At the same time, brands are demanding greater efficiency, better attribution, and more relevant engagement. We believe applying AI to a platform like Captain Air's is an opportunity to address exactly that need.

5:54 We don't view Padme as an advertising company sitting alongside an AI company. We view it as another important layer of the engagement ecosystem we are building. An interaction happens, technology can understand it, AI can make the experience more intelligent and personalized. And that interaction can ultimately lead to an action, a transaction, or in certain environments, a new opportunity for monetization. That's where Cadenero becomes particularly interesting. Cadenero's MEDIS platform provides infrastructure for media management and monetization, then brings AI and intelligent engagement technology. Together, we have the opportunity to connect intelligence, engagement, and monetization across a broad set of environments.

6:40 And we're already beginning to see the financial impact of bringing these capabilities together. The Cadenero acquisition closed on June 30th. So its revenue contribution was not reflected in our reported results for the full second quarter. On a pro-forma basis, as disclosed in the Form 10-Q, Cadena's contribution would have meaningfully increased our revenue base for the first half of 2026. Walid will walk through the financial details in a moment. But as we look ahead, it's important to clarify that Ben is not an industry-specific technology company. Our technology is designed to work anywhere there is meaningful connection between an organization, brand, and the people it serves. That can be a healthcare organization interacting with a patient, a hotel interacting with a guest, a government agency interacting with a citizen, a mobility platform connecting people and vehicles, or a media company connecting a brand with an audience.

7:35 The industry can change. The underlying engagement opportunity does not. That is what we mean when we talk about engagement. We're currently focused on driving commercial activity in healthcare, mobility through automotive and fleet applications, and media and advertising, but those are not limitations on where Venn can operate. There are areas where we see strong opportunities today. And that's important, because the same underlying technology can be applied across very different environments. Wherever there is an organization trying to understand, engage with, and create value from its interactions with people, we believe Venn has an opportunity to participate. This is also why CABNEO is strategically important. CABNEO gives us an established infrastructure with the media and advertising ecosystem, where global advertising spend, as I mentioned, is expected to exceed $1 trillion this year.

8:26 As Ben expands intelligent engagement into healthcare, mobility, hospitality, government, and other environments, we believe there may be opportunities to connect those interactions with brands, content, media, and ultimately monetization. So the opportunity isn't to build a separate AI product for every industry. It's to build an underlying engagement technology that can be applied across industries and then connect that engagement to increasingly valuable outcomes. That's the broader opportunity we see for Ben. Getting into healthcare, in June, we launched Intervent Health AI, a 50-50 joint venture with Intervent International. Now, Intervent has spent more than 25 years developing and validating evidence-based health coaching programs. and these programs have served more than 2 million individuals and are supported by more than 120 published scientific abstracts and manuscripts.

9:17 Ben brings the AI technology that can help those proven health coaching programs into scalable AI-powered experiences. To lead that effort, InnoVent Health AI recently appointed James Hughes as CEO where he will lead the commercialization and development of the joint venture. The goal isn't to replace the human health coach. It's to use AI to extend the reach, consistency, and availability of the coaching itself, helping more people access evidence-based support at greater scale. There's an organization with expertise, content, data, and a proven way of serving people. There's a person who needs that expertise. AI creates a new way for those two sides to interact more continuously, more personally, at a significantly greater scale. We see that as an important example of how Ben can apply his technology within a high-value engagement environment.

10:11 We see a similar opportunity in automotive and mobility. During the quarter, we completed a $1 million strategic investment in Xcelivate Solutions, acquiring approximately 10% of the company, with a warrant that would increase our ownership to approximately 20%. Xcelivate operates in fleet management where organizations interact with people, Thank you for joining us today. That creates an interaction. The vehicle and transportation system generate data.

11:04 Then can bring intelligence and engagement into that experience, while Capnator provides the infrastructure to manage and monetize the media opportunity. An everyday transportation experience can potentially become more intelligent while creating a new economic opportunity around that engagement. Another important part of our strategy is how we build relationships around the technology. Our work in Africa is a good example. Through SCI Africa Intelligence, we have been building relationships across healthcare, government, education, and local technology partners. One relationship we continue to develop is with Nelson Mandela University. We initially began working with the university around an AI-powered student well-being initiative designed to provide students with an additional governed channel for wellness support.

11:50 What's important to us is that this goes beyond simple deploying software. The university wants to create a connection between its students and its technology, and we want a connection as well. It gives them an opportunity to understand how people actually interact with AI in a real institutional environment while giving the university and its students access to technology that can complement the services they already provide. We believe these types of relationships are important because the best technology is built through engagement with the people and environments it is designed to serve. and that relationship is now expanding beyond the university. On August 5th, Sky Africa Intelligence signed a memorandum of understanding with the East, Central and Southern Africa health community to explore the deployment of AI-enabled health solutions across its member states.

12:40 The relationship includes AI-enabled health analytics, expansion of the student mental health and well-being solution, potential deployment of the Yahoo Health and Sky Salute and regional AI capabilities and training. So what started with the relationship between technology and a university is becoming a broader network involving universities, healthcare organizations, technology companies, and regional health authorities. We don't just want to put our AI into an organization. We want to build technology that becomes part of how that organization engages with the people it serves. We are taking a similar approach in Latin America through Group of Sky, including our Sky Salute program in Mexico. SACLUTE is an AI-powered medical evidence platform designed to help healthcare professionals access and work with trusted medical information.

13:29 What is important to us is that we're not simply putting an AI product into the market and calling it finished. We're evaluating it in real clinical environments, learning from those interactions, and using what we learned to improve the technology. In the first phase, we focused on rheumatology and evaluated the platform's ability to provide accurate responses, maintain evidence traceability, and clearly identify its sources. We successfully completed that initial evaluation and in June advanced Sky Salute into phase two, expanding the evaluation into primary care and Spanish language content optimized for the Mexican healthcare environment. This gives us the opportunity to work directly with healthcare professionals, understand how they use the technology, test it against real clinical needs and use those insights to guide future development and potential commercialization.

14:18 Again, that is the type of relationship we want to build around Venn Technologies. Not simply selling software, but working with organizations and the people they serve to develop technology that becomes more useful through real-world engagement. As we move forward, one of our biggest priorities is converting the work we've started into repeatable commercial revenue. We're increasingly focused on creating a clear distinction between early-stage conversations, evaluations, pilots, and actual commercial deployments. Our objective is to move more of those opportunities through the funnel and into recurring revenue generating relationships. At the same time, as we grow, we're equally focused on how efficiently we grow. AI isn't only something we're building into our products.

15:04 We're using it internally to increase output, reduce repetitive work, and improve the efficiency of our teams. The more we can increase the amount of work our organization can accomplish without proportionally increasing our cost base. The greater the operating leverage we can create as the business scales. The goal is not simply to spend more to grow, it's to grow more intelligently. Our focus now is execution against four clear priorities. First, fully integrate Tap and Air. Our focus on completing the operational, technical, and financial integration of Tap and Air while identifying opportunities to connect its established media infrastructure with MDI technology. Second, Accelerate commercial pipeline conversion.

15:49 We want to continue moving active pilot evaluations and other early-stage opportunities towards revenue-generating enterprise deployments. Third, scale our healthcare and mobility verticals. Our plan is to continue expanding adoption through our joint ventures, strategic investments, and commercial partnerships, including InnoVent Health AI and Accelerate Solutions. Fourth, drive operating leverage. Our goal is to maintain disciplined capital allocation while scaling revenue, improving operational efficiency, and creating measurable value for shareholders. The opportunity is significant, but our priority now is turning these capabilities and relationships into repeatable commercial revenue, and doing so with disciplined capital allocation. Looking ahead, when you step back and look at these initiatives together, the common thread is in the industry. It's the interaction.

16:41 Thank you for joining us. Engagement is where that technology gets applied. And the opportunity exists wherever organizations, businesses, brands interact with people and their environments. Our objective is to make those interactions more intelligent, more actionable, and more valuable. That's why I believe the opportunity in front of them is much larger than simply building another conversational AI product.

17:31 We're building technology around how organizations engage with people and their environments. Our focus now is execution. Integrating Tata Neo into Ben, converting more of our commercial pipeline into revenue, expanding our healthcare and mobility verticals, continuing to develop our technology, and doing all of that with disciplined capital allocation. That is the company we're building at Ben, and that is the opportunity we see ahead. With that, I'll turn the call over to our CFO, Zia Walid Khiari, who will walk you through our financial results. Thank you very much, Tyler, and good day, everyone. Our second quarter results reflect meaningful progress in strengthening banks' balance sheets and expanding our asset base, primarily driven by the Cat No acquisition.

18:21 Additionally, I'm pleased to report that on June 26, we were added to the Russell 3000 Index as part of this year's annual reconstitution for that index, which also brought concurrent inclusion in the Russell 2000 Index, which increases our visibility with institutional investors. Let's go over some of the financial highlights. Our total assets increased to $30.7 million as of the end of June, up from $15 million as of December 31st of last year. This was driven primarily by approximately $10.8 million of goodwill and intangible assets related to the capital acquisition. Shareholders' equity increased to $19.4 million as of the end of June, up from $3.5 million as of the end of last year. Cash and cash equivalent increased to $708,000 as of the end of June, up from $172,000 as of the end of December last year. Accounts payable decreased by $1.8 million and short-term debt decreased by nearly $1 million. Combined with a reduction in warrant liabilities, these items declined by a combined $3.3 million.

19:27 As it relates to the Kepner acquisition, the total stated aggregate consideration under the definitive agreement that we signed was $19.5 million. However, for U.S. GAAP accounting purposes, the consideration transferred was measured at its acquisition date fair value of approximately $13.7 million, which consisted of three pieces. First, cash for approximately $9 million. Thank you for joining us. Kethner's revenue for the first half of the year was about $5.3 million, with operating income of $744,000 and net income of $409,000.

20:34 We've been hard at work integrating Ben's operation with Kethner's, as Tyler mentioned, and we expect to deliver on cost synergy opportunities by the end of the calendar year. A more detailed summary of Ben's Q2 financial results is included in our Thank You for the Quarter ending June 30th. which was filed with the SEC last Friday, August 14, 2026. Obviously, from our perspective, this has been a very exciting quarter for all of us at Ben. We are invigorated by the addition of our new colleagues from Catineo, and we look forward to working as a unified team to deliver on our shared vision to help brands better engage with their audiences. With that, I'll hand it back to the operator to begin a Q&A session. Thank you, Ali. We will now begin the question and answer session.

21:22 If you would like to ask a question, please press star then the number 1 on your telephone keypad to raise your hand and join the queue. If you would like to withdraw your question, simply press star 1 again. Your first question comes from... Once again, to ask a question at this time, please press star then the number 1 on your telephone keypad. Your first question comes from Patrick Carney, An individual investor. Your line is open. Good morning. Thank you for setting up the call. My question is, how is progress coming with generating consistent revenue from the efforts of Venn?

22:14 Walid, would you like to say that? Certainly. Hi, Patrick, and thank you for your question. This is Walid Khiari, CFO. It's a great question and one that we think about all the time, obviously. All our initiatives are primarily focused on commercializing our existing products. I think the way to think about generating revenue from all our efforts, Patrick, comes down to what Tyler laid out, which is to think of Ben as having this, from our view, very interesting, valuable, and quite frankly remarkable, if I may say so, Thank you very much. from poor engagement is most costly to those invested in seeing engagements be fruitful for their businesses.

23:30 The biggest engagement market we can think of is the advertising market, right? That's a trillion dollars spent every year. And so while we were developing our own internal resources to go after that market opportunity, Patrick, ultimately the capital acquisition helps us accelerate that growth trajectory by acquiring revenue Thank you very much. and all of our other partners. So, that's for advertising.

24:17 So, it will be a combination of organic means but pushing through the integration of this acquisition and we obviously reserve the right to look at further acquisition across the space. Then, as we think about other sectors, right, we talked, Tyler mentioned the auto space in which we're going after the fleet management space. Why is that? It's because fleet management is a very well understood space where hundreds of millions of dollars are exchanged for software purposes to do data intelligence, to do geolocation services, but also to do engagement. And so through our relationships, with Accelivate, again, indirectly, we're going to approach the system by empowering Accelivate to grow its business in that space.

25:12 In healthcare, it's through another strong party that fits our culture of technological innovation that we decided to go with Intranet, right? So as you can see a pattern here, Patrick, I hope, which is that we identify large markets, and to name just a few, obviously, and we try to be as judicious as we can as it relates to our growth market. In other words, how to go after those opportunities. In some cases, it's through acquisitions. In other cases, it's through JVs or ad hoc participation in a joint effort with what we believe is a specialist firm that has great traction for us. And so that ultimately is where we expect to generate revenues is through those means. Let me pause here.

26:01 I hope this addresses your question. Happy to dive deeper if you'd like. And just to add to that, Walid, and thanks, Patrick, for the question. I think at this point in time, you know, the company is obviously going through a significant transition. And we really see two main opportunities for Catanea specifically. The first is, you know, to take what is already proven as far as an established business and expand that into the U.S. market for the first time because, you know, CABNEO has a proven, strong platform with the longstanding customers and meaningful revenue today. So we will be investing in a commercial organization and the infrastructure to bring that business to a much larger market.

26:50 The second opportunity relating to CABNEO is to innovate on top of that foundation. because Tadner gives us the media infrastructure. It will sit directly in the flow of advertising, content, and monetization, and we can bring the MDI capabilities into those workflows, but we can also connect that infrastructure to things that we're building, you know, with our initiatives in mobility and healthcare and other engagement environments. So we're not looking at Tadner as, you know, just a business to grow geographically. We're viewing it Your next question comes from Troy Budgen with an individual investor. Your line is open. Yeah, hi. Walid and Tyler, thank you for, you know, the updates there today. I think you're both doing a great job.

27:58 Walid, this one's more for you as the CFO. Management has referenced preferred equity with an aggregated stated value of approximately $12 million spread out across the Grupo Sky in Mexico, the Intervent Health AI, and the Sky African Arrangements. These aren't currently reflected on any balance sheet that I've seen or in the revenues. Can you confirm the exact stated value, briefly explain why these interests are carried at a nominal value under the current accounting, and describe the specific events or triggers that would need to occur for the company to recognize them, some or all of the approximate value of $12 million, whether these are licensing revenues or as gains?

28:49 or some other mechanism. That's a great question. Hi, Troy. Thank you for that question. I'll try to keep my answer focused and brief in what is ultimately a rather esoteric realm of accounting. In my personal view, that is somewhat frustrating, to be honest. But it is GAAP and we have to respect it. GAAP rules do not truly allow for the disclosure of detailed financial information on these matters because they're bilateral agreements between private parties, ourselves and an entity, in this case, I'll just take the example of Grupo Mexico. The value attached to a relationship is really in the eyes of the beholders, right?

29:37 And so accounting doesn't take kindly to romantic notions about value when it comes to dollars and cents. And so Be able to reflect the actual value is difficult. Your second follow-up question to me is extremely interesting because the question that you pose is, okay, at some point there should be a catalyst to trigger them for us to recognize something, and if so, what would it be? And so this is where I think accounting is fair and easy to understand is that, from my perspective at least, humbly, is that The revenue recognition, so you form the entity and you attach a value to it with whom, a value with which your counterpart agrees.

30:22 That is where accounting says, gentlemen and ladies, that is not to be really something to be bandied about because under GAAP rules you can't really do this. You need third party and fourth party evaluation. Thank you very much. from a location, if you please, where those amounts would show up. They would show up in our statement of operations and statement of cash flows, right? The balance sheet piece will always, if you will, from the footnote perspective, say that we're long, a JV, in this case several JVs, and that the value for now is nominal as, however, It starts generating revenue, then there can be a revaluation and potentially a rewriting and a disclosure of any, I would say, significant change in the value of that agreement.

31:34 So to summarize, Troy, on your very, very pointed and technical question, which I think is absolutely on point, the way to monitor the success of those joint venture agreements for Ben is through the revenue generated by those agreements. And those will show up in our financial statements, specifically in the statement of operations and statement of cash flows. Is there a timeframe for that, Walid? The time frame will be commensurate with commercial success, right? So I know that Tyler and the team are working hard at making those products visible in those respective marketplaces.

32:20 I know we have partners locally with whom we work who have a vested interest, right? They're incentivized to push those products into the marketplace and do so successfully. And I don't particularly have a timeline in mind. That will be completely commensurate upon commercial traction and adoption. Great. Thank you. That was intense. Thank you. I appreciate that. Thank you, sir. Once again, to ask a question at this time, please press star then the number one on your telephone keypad. That concludes the question and answer session. I will now turn the call back over to Tyler Luck for closing remarks.

33:06 Thank you, operator. To close, I want to reiterate how significant this quarter was for Ben. We completed the cat and nail acquisition, expanded the scale of the company, strengthened our balance sheet, and continued turning our technology and relationships into real-world commercial opportunities. What connects everything we're doing is engagement. We're building technology that can help organizations, brands, and the people they serve interact in more intelligent, actionable, and valuable ways across healthcare, Mobility, Media, Hospitality, Government, and wherever that opportunity exists. And now our focus is execution. Integrating Padme, converting more of our commercial opportunities into revenue, continuing to innovate, and doing it with discipline and a clear focus on creating value for our shareholders.

33:56 We believe the opportunity in front of them is significant, and we're excited about what we're building. We appreciate your continued interest and support and we look forward to updating you on our progress. Thank you everyone for your time today. Thank you. That wraps up today's call. A replay of this conference call will be available through August 27, 2026 by dialing 1-800-770-2030 or North American Toll Free or 1-609- We appreciate your interest in Brand Engagement Network and hope you have a wonderful rest of your day.