TON Strategy Co. (TONX) Q1 2019 Earnings Report, Transcript and Summary

Good afternoon, and welcome to the First Quarter 2019 Financial Results Conference Call for VERB Technology Company. [Operator Instructions] Please be advised, the call is being recorded at the company's request. At this time, I'd like to turn the call over to Valter Pinto, Managing Director of KCSA Strategic Communications. Valter, please proceed.

Thank you, operator. Good afternoon, and welcome to the VERB Technology Company First Quarter 2019 Financial Results Conference Call. On our call today is Rory Cutaia, CEO; and Jeff Clayborne, CFO. At the conclusion of our prepared remarks, we will open the call for live Q&A. Before we begin, I'd like to remind everyone that statements made during this conference call will include forward-looking statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, which involve risks and uncertainties that can cause actual results to differ materially. Forward-looking statements speak only as of the date they are made as the underlying facts and circumstances may change. Except as required by law, VERB Technology Company disclaims any obligations to update these forward-looking statements as well as those contained in its press release issued this morning and the risk factors contained in the company's current and subsequent filings with the SEC. I would now like to turn the call over to Rory Cutaia, CEO. Rory?

Thank you, Valter. Thank you, everyone, for joining us today for our first quarter 2019 financial results conference call, our first as a public company and our first as a newly listed NASDAQ company. On today's call, we will bring everyone up-to-date following the closing of our acquisition of Sound Concepts; and Jeff Claymore, our CFO, will provide a review of our combined top line financial results for the first quarter of 2019. I will also provide insights and perspectives into our growth and expansion plans in 2019 and beyond. I'll address specific topics that many of you have inquired about and discuss the overall state of our industry. But before doing so, I would like to take a moment to acknowledge my appreciation for everyone who has invested both their time and their hard-earned money into VERB. The passion that our stockholders display is truly humbling and a testament to the value-building opportunity we have in front of us. For the new institutional investors that participated in our recent financing, welcome to the VERB family. I will be personally reaching out to each of you to keep the lines of communication open. So today, we filed our quarterly report on Form 10-Q, and we also distributed a press release today, which will be followed by the filing of an updated Form 8-K/A. We distributed the press release, and we will file the Form 8-K/A in order to provide everyone a more complete picture of our financial performance in Q1. As many of you who watch my update videos know, we began integrating our business with that of Sound Concepts' soon after we executed the merger agreement last fall. In my experience, the success of a merger of our acquisition is most impacted by how well the integration of the 2 companies is executed. Accordingly, I wanted to make sure that the integration is well planned, well executed, any problem areas identified early and solved for and that we would hit the ground running together as a combined company as soon as possible. As we will discuss in this report, that strategy has paid off well for us and our stockholders. While the actual closing of the acquisition was delayed, basically for the same reasons our underwritten public offering was delayed, we always remained confident that the transaction will close. So in December of 2018, in anticipation of closing the acquisition, we had the duly combined tech teams integrate our interactive video platform with Sound Concepts' work tools platform. And in January 2019, the beginning of this quarter, our newly combined sales teams began marketing and selling the integrated platform services to new and existing customers. In fact, on a combined basis, virtually all of our sales revenue for Q1 2019 was generated by the joint sales team selling services on the combined platform, and all of that revenue was accounted for on the Sound Concepts' P&L. Since we fully expect this transaction to close in early Q1, most of that revenue would have been picked up in our 2019 10-Q filing. However, the transaction actually closed a week after the end of the quarter, and accounting rules prohibit the inclusion of any of the Sound Concepts' P&L in our Q1 10-Q filing. So to ensure that everyone is able to get a true and complete picture of our combined financial performance during Q1 and in the spirit of complete transparency, we distributed a press release today containing that information, and we will follow that up with an updated 8-K/A filing as well. Again, for clarity, our 10-Q filing does reflect VERB on a stand-alone basis but does not reflect the performance of the combined company. So please review the press release distributed today, which contains what is effectively a combined quarterly P&L, which more accurately reflects the efforts and performance of the combined company for the first quarter. As I said, Jeff Clayborne will provide an update on our Q1 financial performance. However, at a high level, let me tell you that on a combined basis, our Q1 revenue for the 3 months ending March 31, 2019, was $4 million. That represents a $16 million revenue run rate for 2019 so far. And for Concepts, on a pro forma basis, that's up from $12.7 million for the full year of 2018. That also represents an increase of almost 45% over the same first quarter period last year. And for those of you interested in the growth we achieved on the digital side of the business, by combining our 2 platforms as I just explained, where we increased revenue over last quarter by approximately 40%. And based on what we know today, I expect our revenue growth to continue through Q2 and beyond. And our Q2 10-Q filing will contain fully combined financial information so there will be no need for another updated 8-K/A filing related to pro forma combined results. Users. We currently have 570,000 users on our combined platform. That's up from 312,000 this time last year, an 83% increase, and up from 363,000 last year when we announced our intent to do the Sound Concepts acquisition. That's a 57% increase. I attribute this performance to a well-executed integration plan, the excellent performance of our sales and marketing teams and the immediate recognition and acceptance by our customers and prospects of the effectiveness and the value of the combination of our interactive video technology with the Sound Concepts Brightools platform. We're generating sales leads with gaining prospects and moving them effectively through the sales funnel to a faster and more efficient close. For those new to our company, our mission at VERB is to revolutionize and disrupt the $40 billion CRM, or customer relationship management, industry. We're not just another CRM. We've reimagined and reinvented what a sales lead gen and CRM tools should be in today's video-centric business and social media environment. The secret sauce of our proprietary and patent-pending technology platform is that it allows salespeople of any skill level the ability to communicate with prospects and customers the way people want to communicate, the way they want to receive and communicate and receive, consume information. And today, that's video. No one wants to read text-heavy e-mails or read anything else for that matter. Today, people want to watch videos on their phones, their tablets, on their computers and now even on their watches. They don't really want to be tied to their desks anymore. They want access to information on the go from anywhere on their portable devices. And that's what we've done. But the real differentiator for the VERB platform is that our interactive video technology allows a salesperson's clients and prospects to respond to the information contained in the video right in and through the video, whether it's a buy now tag in the video, a click here to download our brochure tag, a ticket, or click here to open my calendar tag and select an open time slot on my calendar to make an appointment with me, for example, to see that property in the video from a real estate sales person or connect immediately through an in-video phone link to speak with tech support, customer service or your sales desk all in and through the video while their interest level is piqued. Using our combined interactive video technology with Brightools, our users can now set up video e-mail drip campaign and be notified immediately in real-time when that prospect watches our users' videos. Our analytics capabilities will tell our users right on their device, how long the prospects watched it, how many times they watched it, what they clicked on and then help our users immediately separate plot leads or interested customers from those that haven't even seen the video. And that efficiency, together with our proprietary features, is what brings CRM software into the 21st century and produces otherwise unheard of conversion rates, that in many cases exceed 600%. We have applications for the cell launch in order to just launching his or her new business or product for the small business owner with 5 to 100 employees and for large-scale enterprises with tens of thousands of sales reps, which today make up the largest part of our current customer base. Regardless of industry, our proprietary patent-pending technology produces real-time measurable results with our built-in analytics capabilities, marketing professionals can finally now measure with great accuracy in real-time their return on investment. Our software-as-a-service products are cloud-based, accessible on all mobile and desktop devices and are available by subscription for individual and enterprise users. For individual sales and marketing professionals, we have applications as affordable as $9.99, that's $9.99 per month. Our large enterprise, white label versions range from $25,000 to $150,000 per month, depending upon features and functionality. Over the past year, VERB has been completely transformed and emerged this year as a strong revenue-generating enterprise with over 100 talent professionals in 2 cities and a world-class executive management team, Board of Directors and Advisory Board. We've entered into some exciting new partnerships that we could see come to fruition this year. These include partnerships with Salesforce, Adobe Marketo, Oracle NetSuite, Microsoft, Odoo, Shopify, Getty Images and Waymark, among others. We've launched new verticals in the education sector, the not-for-profit sector, real estate and large professional associations, among other new verticals. We raised over $20 million in our underwritten public offering, added more than 40 high-quality institutional investors, closed the Sound Concepts acquisition, paid off $2.4 million of debt, and we're now a NASDAQ-listed company so that our shares can be purchased through any brokerage firm anywhere in the world. So as awareness of our company and our prospects grows, potential purchases of our securities will not be dissuaded or precluded from buying our stock as we experienced previously on the OTC. The company is now firmly embedded in a much stronger foundation that will support our current and expected future growth, and our financial results after just one quarter speak for themselves. We are fortunate to be in the right place with the right technology and the right team at the right time. The overall market for video technology is growing rapidly driven by the increasing consumption of video as part of our daily lives. The global market for CRM software itself generated more than $40 billion in sales revenue last year, eclipsing data management software as the largest software segment. To continue to benefit from this rapidly growing market, not only have we developed our own stand-alone offering, but we are enabling many of the larger players in this space to utilize our technology as an integrated part of their product offering. Those integrations will utilize the latest generation of our tech currently in testing that should be deployed in our partners' platforms in the coming months. We'll keep everyone updated as that begins. Today, businesses in many industries have begun to recognize video marketing as a critical component of CRM with Cisco predicting that in 2019, video will comprise 80% of global Internet traffic and 85% of Internet traffic in the United States. According to HubSpot, businesses are using video marketing in greater numbers and experiencing positive results with 81% of businesses using video as a marketing tool. 97% of marketers saying that video has helped to increase user understanding of a product or service, and 76% of marketers saying that it helps them to increase sales. When integrated with social media, video marketing consumption shows strong growth with 45% of people surveyed by HubSpot watching more than 1 hour of Facebook or YouTube videos each week. On Snapchat, users watch an average of 10 billion videos every day according to Adweek. 82% of all Twitter users now consume video content while using Twitter, according to Bloomberg, and an estimated 100 million hours of video content are watched on Facebook each day. This evolution is a driving force behind our work with leaders in the CRM space who collectively account for approximately 40% market share of the over $40 billion total addressable market. Many are already integrating our technology into their everyday work environment. Gartner, for example, is currently using our technology for their e-mail signatures. The upcoming launch of our in-app video template marketplace and content creator ecosystem is yet another example of how we will monetize our platform technology since the Apple App Store or Google Play, the foundational technology upon which Apple and Google were built is what allows both companies to monetize their technology and leverage their user bases into a highly profitable ecosystem. We expect to have over 750,000 template videos available for sale in the marketplace at launch. Access to the in-app marketplace will be for you to browse and use of the videos will be on a paid subscription basis. VERB will share revenue from the sale of the videos with the content creators whose videos are accepted into the marketplace after a thorough review and approval process. We plan to make the video template marketplace available in most of the VERB interactive video applications. As I have emphasized before, it is important that our stockholders understand that our underlying technology is a platform that we are monetizing within multiple verticals. TaggCRM, soon to be granted VERB's CRM, is our newly combined flagship SaaS, cloud-based, fully scalable platform built around our core proprietary interactive video technology. We will launch new versions of our applications for different verticals as well as new small business version in the coming months. We're also launching the new customer-facing application that we've developed for a large enterprise customer in the direct sales space. That application alone should drive $750,000 of new and additional revenue this year just from that one client. We haven't even launched it yet, and we already have interest for the same application from other customers now as well. So now I'd like to turn the call over to Jeff Clayborne, our Chief Financial Officer, for a review of our financials from last quarter.

Thank you, Rory, and good afternoon, everyone. As Rory mentioned, in conjunction with our 10-Q filing, we issued a press release today, and we will file a Form 8-K/A with a consolidated unaudited pro forma income statement and balance sheet to report the financial results of our recently completed acquisition, Sound Concepts, for the first quarter ended March 31, 2019, as compared to March 31, 2018. It's important to look at the information contained in the press release in order to get a better picture of our financial performance in Q1 2019 as our 10-Q reflects it for the most part, our cost of operations without Sound Concepts. But not the revenue results achieved by our sales team as those results are for the most part reflected on Sound Concepts' P&L as an interim step in integrating the technology teams, the sales teams and the technology platform itself. Q2 results will be different as our combined results will be wholly contained and reported in the second quarter 10-Q which will be filed on time on August 14, 2019. Highlights from the filing today include: combined revenue totaled $4 million, an increase of 44.5% as compared to $2.8 million for the same time period of the prior year; combined cost of revenue totaled $2.2 million, an increase of 68.8% as compared to $1.3 million for the same time period of the prior year; combined gross profit totaled $1.8 million, that's a 22.6% increase as compared to $1.5 million for the same time period of the prior year. On the balance sheet, on a pro forma basis, as of March 31, 2019, our cash totaled $2.5 million. Total assets were $30.5 million. Total liabilities were $8.9 million, and our total stockholders' equity was $21.6 million. Now I'd like to provide some information on the public offering and the associated costs. On April 9, 2019, we closed our previously announced underwritten public offering and provided the company with gross proceeds of approximately $20.5 million before deducting underwriting discounts and commissions and other estimated operating expenses payable by the company. On April 11, 2019, we closed our previously announced acquisition of Sound Concepts for $25 million of value, which is payable through a combination of $15 million in cash and the issuance of an aggregate of 3.2 million in restricted shares of our common stock with a fair market value of $10 million. The cash payment was paid using a portion of the net proceeds we received from our public offering. At the closing of the underwritten public offering, the Sound Concepts shareholders purchased an aggregate of $4 million of the public offering units at the same price and upon the same terms and conditions of all the other investors who purchased the units in our public offering, such that the net cash outlay by us in connection with the Sound Concepts acquisition was approximately $11 million and not $15 million. As of today, there are 22,309,788 shares of common stock issued and outstanding, which includes the shares issued to the new institutional investors, an underwritten public offering as well as shares issued to the former Sound Concepts' principal as part of the acquisition consideration. Of the total number of common shares issued and outstanding, approximately 8.2 million are owned or controlled by insiders, which equals 37%. Of that, Rory Cutaia, our CEO, owns approximately 3.3 million shares or 15% of the outstanding stock. Additionally, new institutional investors own 4.7 million shares or 21%. That means, based on what we know today, approximately 58% of our shares are owned or controlled by insiders, including the former Sound Concepts' principals and new institutional investors. I'd like to turn the call back over to Rory for closing remarks. Rory?

Thank you, Jeff. So in closing, I want to say that I will do everything in my power to ensure that our value creation initiatives, executed by a world-class management team translate into true stockholder value. As many of you know, my interest as well as those of our management team, our Board, our Advisory Board, all of whom are shareholders, are totally aligned with those of every single stockholder. As many of you know, I invested my own money in the company. In fact, just last year, I made an investment of approximately $600,000 at a post-split price of $21.45 a share. So we're going to work real hard to deliver the results the market will recognize that we'll see reflected in a higher share price. We all want that, and I believe we can achieve it. We are extremely well positioned for a near-term future, where virtually all consumers will make buying decisions through interactive video technology, maximizing convenience and value in their buying decisions, and we will be at the forefront of it. We will continue to keep everyone informed through our periodic stockholder update videos, industry events and investor conferences. We've already committed and confirmed our attendance at several, and we'll be announcing the details of those events and conferences in the coming weeks and months. I would like to extend our gratitude to our customers, our partners, Team VERB California and Team VERB Utah, our Board of Directors and advisers and of course, you, our stockholders, our co-owners. Thank you for supporting us and fueling our fire to change the world. I look forward to continuing our dialogue with you and seeing many of you on the road. With that, I would now like to turn the call over to the operator for any questions. Operator?

[Operator Instructions] We have a question from Brian Kinstlinger with Alliance Global.

Can you talk about the mix of Sound Concepts' revenue in 1Q '19, legacy versus the sales tool? And then maybe break down the growth rates year-over-year in the sales tool versus the drop in the legacy print advertising business.

So as a comparison, so you're looking for a breakdown of the revenue mix between the traditional side and the digital side of the business for Q1 2018 -- sorry, 2019?

That's right, yes. Yes, and what the trends are looking like in each of those. I figured a legacy print is dropping pretty quickly and the new sales tool is growing pretty quickly.

Okay. Got it. Actually, the traditional revenue, we're not spending time actively marketing it like we are pushing the digital side of the business. But there was an increase from Q1 of last year to this year. We saw a $701,000 increase or 45%, which is up to $2.3 million versus $1.6 million in Q -- on a quarter-over-quarter comparison, and it's primarily due to corporate cash -- and the fulfillment business sampling. And the biggest driver there that I think is of note, which is exciting for us, is we've seen a dramatic increase, and it's primarily driven by the sampling side. The entire sampling business is driven from the application itself. So as subscribers to our application want to place an order for a sample, it's ordered through the application and sent to the fulfillment center. So we see this as a connection to the digital side of the business itself.

And Brian, this is Rory. One of the things I want to provide some clarity around is exactly what that so-called traditional business has become. Yes, we're pushing hard the growth of the digital business, and we're seeing amazing results there. And it's because the tool is that effective. Well, something about the sampling side of the business, and I'm going to refer to it as sampling as opposed to traditional. If you are a salesperson working for a direct sales business, one of the most effective ways of creating new customers and new clients is being able to give your prospects, people that you might meet on the street or in the supermarket, a sample of the product that you're selling. And when you're able to do that, what the data shows is that your conversion rates, your sales go up rather dramatically. So what we've done and what's now built into the application is the ability for a user on their cell phone using our application, when they run into someone, whether it be in the supermarket, on the street, anywhere and they talk about their business, right from their device, they could -- with a couple of button presses arrange to have a sample sent to that person. And then what happens is, it activates a drip campaign of interactive videos. So when that person receives that sample, you get notified immediately through the application based upon the way we've configured the app and coded it in conjunction with the shipping company. So as soon as you receive that sample, I know you received it. And then that sends an interactive video to you, saying, "Hey, you just got the sample. Let me know how you like it." If you've already looked at it, and you've got some comments about it, click here. Then another couple of days later, they'll get another video. So we wanted to check back with you and see how you like the product, if you're ready to order, click here and so on. And that drives business, increases conversion rates like nothing else out there. So while, yes, we want to focus on building the digital business, that is really an integral part of this and a gigantic differentiator from what anyone else in the market has. So if you are someone involved in direct sales, and for that matter, any business where you're selling a product, the ability to deliver a sample, track when it's received, kick off a video drip campaign, let people order product right through the video, you've got to be using this. And as more and more people see it and use it and hear about it and see how effective it is, we're expecting to see monumental growth of this business. And nobody has this. So yes, the traditional sampling business. Yes, agreed. We really want to see the digital business grow at a terrific rate, and by the way, it is. And we're going to make sure that we continue that. But I don't want to play down the power and value of that sampling business through the digital app. So it's still digital, although we're not accounting for it that way, it still is. But thank you for your question.

And then maybe on the digital side, I take it that 55% of revenue -- I think you said traditional was 45%. Maybe talk about the growth trends there. And I take it, it's network marketers that are driving that increased demand?

Yes, that's correct. It's definitely direct-sales-based. On the digital side, we're up $136,000 versus Q1 last year or 15%.

Digital side is up 15%?

Yes, it's up 15% versus Q1 of last year.

Got it. And then as we think about 2019, the remaining 3 quarters in the trajectory and given all the capital now that you have and increased focus on digital, how should we think about the growth rates? Similar to what we're seeing right now? Or do we expect to see an acceleration based on that new marketing campaign and the push you're making?

It's Rory again, Brian. So if we look at the growth of the digital business over last quarter, there's actually 40%. The differential as with respect to the growth a year ago, it was because we had some change in customers. So what we -- even though we had some revenue drop off from some customers on the digital side a year ago, we moved and made up for it, and that's the 15% over last year. But over the last quarter, which I think is a more relevant number, that's when we combined the platforms and we began selling as a joint team, that's up 40%. So I just want to make sure that we provide some clarity around that. And yes, I do expect that to continue. By the way, the platform wasn't finished and completed until sometime in January. We began selling together. So when we start seeing full quarters of the combined team working and the marketing plans that we've now initiated, yes, I think we have every reason to believe that, that growth is going to continue and even accelerate.

And that growth, you're talking about 40% year-over-year or sequentially?

That's 40% over the last quarter.

Got it. So sequentially, got it. And then can you maybe describe the addressable market on the network marketing side? And maybe how, at least at Sound Concepts and now as a combined business, the sales cycle, how long is that sales cycle on average for a customer?

Well, with respect to the addressable market, on a worldwide -- on a global basis, there a little over 100 million people involved in the direct sales space. So it's a large, large, large industry. We have right now a small percentage of that, so there's an enormous, enormous opportunity for growth in that space. And as I said, and as I described, we've got the killer application for anybody in that space. So we've got every reason to believe that our market share will grow. By the way, none of the other big players are in that space. So we will very quickly become the dominant player, if we're not already now and then continue to grow. And your other question, yes?

Well, the other question was, as sales cycle, both on -- as you sell to a network marketer and then maybe how their ROI -- how they're seeing ROI?

They see ROI almost immediately. With respect to the sales cycle, it varies. So if we were starting today, then we wouldn't expect to see revenue from a new prospect for sometimes as much as 6 to 7 months. Sometimes, it's dramatically sooner. We've had -- we've seen some of those deals close in a week. But there's still configuration time. These are white label products. For large enterprise, where we're bringing on tens of thousands of users at a time. But because we didn't just start today, we've got a fairly robust pipeline of deals already closed. So we don't have to wait 7 months to begin seeing revenue. You'll see it now with Q2 and Q3 and Q4 as the deals that we've signed already and continue to sign, we'll just keep rolling.

Great. Last question. On the large CRM platforms, maybe discuss when you expect those large software companies that have been working with your product will begin offering your technology as part of their solution as an upgrade to their customers? And as a result, would suggest -- I would think that means revenue generation from those businesses. So maybe talk about the timing of that and how that's going?

It's going pretty well. We've got the product now that is in testing. It's a brand-new very sophisticated yet super simple product to use. We've redesigned the interface. We've brought in people from Apple and Snapchat to help design it, make sure that it was cutting-edge and user-friendly, fun to use, feature-rich, especially on the analytics side. And that is the part that will be integrated in these other platforms. When testing is finished, and I guess we're probably another several weeks away, then we'll begin the integration that will take us a good couple of months minimum. And then we'll see it deployed. Now internally, we've got great expectations for what we expect to see there. But if you were to look at our projections for the year, we're only expecting 5% of our revenue is going to come from that. So substantially, more in 2020. But as we get that product out, we'll keep everyone up-to-date enough to speed as to what we expect that to generate. But we're looking at it very, very conservatively because what we're going to do is make sure that we very much under promise and very much over deliver, and that's what we're intending to do. Appreciate it. Thanks for your interest. Thanks for your questions.

Thank you. Ladies and gentlemen, we don't have any time for any further questions. That concludes today's conference call. All parties may disconnect. Have a great day.