Earnings Labs

TON Strategy Co. (TONX)

Q4 2021 Earnings Call· Thu, Mar 31, 2022

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Transcript

Operator

Operator

Good afternoon, and welcome to the Full Year and Fourth Quarter 2021 Financial Results Conference Call for Verb Technology Company, Inc. [Operator Instructions]. Please be advised the call is being recorded at the company's request. On our call today are Rory Cutaia, CEO; and Salman Khan, CFO. 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, except as required by law, as the underlying facts and circumstances may change. Verb Technology Company disclaims any obligations to update these forward-looking statements as well as those contained in the company's current and subsequent files with the SEC. I would now like to turn the call over to Rory Cutaia, CEO. Rory?

Rory Cutaia

Analyst

Thank you, moderator, and thanks to everyone for joining us today for our Fourth Quarter and Full Year 2021 Financial Results and Business Update Conference Call. There have been so many notable developments over the past year. It's really not possible within the time allotted for this call to discuss every 1 of them. So I'm going to cover those things that I think our shareholders are most interested in hearing about. So let's get started. All right, here we are in 2022, more than 2 years into the decade that began with a global pandemic, which now seems -- it was meant to test our mettle and prepare us for. What we now know are even more challenges that still lay ahead, including the surprising market meltdown over the past 4 months and continued share price volatility across the board and purportedly caused by the uncertainty of soaring inflation, the highest in more than 40 years, rising interest rates, an insane war in Eastern Europe, global warming, let's add that, and now a new COVID strain. So look, it seems like a good time to hunker down, pull back, wait it out. Put your dreams and big plans on hold, and cross your fingers and hope that it all works itself out. But not here at Verb, hunkering down has never been something that we've been very good at. Frankly, I'm not even sure I know what the heck that means. In fact, over the past 2.5 years, we've been pushing forward, not pulling back, dreaming big and executing bigger. And the only things we're crossing are the items of all our to do list as we hit 1 milestone after another. Fortunately, or unfortunately, I'm old enough to have lived through the market ups and downs over the…

Salman Khan

Analyst

Thank you, Rory, and good afternoon, everyone. I'd like to review our financial performance as reported in our 10-K filed today, March 31, for the year ended December 31, 2021. I may reiterate and or provide more color around some of the data points Rory shared with you. The following compares the company's results of operations for the fiscal year 2021 with the previous year. Total SaaS recurring revenue, a component of total digital revenue, was $6.8 million for the financial year 2021, up 34% over the previous year. Total digital revenue of approximately $8.2 million was up 26% over the previous year. SaaS recurring revenue, as a percentage of total digital revenue, was 84%, compared with 79% of the previous year. Total SaaS recurring revenue for the fourth quarter 2021 was over $1.92 million, which, as Rory said, is a new record for recurring SaaS revenue recognized in a single quarter. And congrats to our team for making that happen in what is historically the slowest quarter in direct sales. During the year ended December 31, 2021, we added 55 new client contracts with a guaranteed base value of $3.3 million. We expect to generate annual recurring revenue of approximately $1.5 million from these arrangements, which does not include revenue that we anticipate to recognize from new and existing clients launching verbLIVE 2.0 with Attribution, Pulse and verbLEARN as well as revenue we expect from Market, verbTV, verbMAIL and other as yet unannounced initiatives. Until we completely phase out of our legacy nondigital business, our total revenue will not be a reliable indicator of our performance since it includes the revenue generated from both our digital business, which is growing at a record pace, and our non-digital business, which is declining as we exit that business. For example, the…

Operator

Operator

Before we go to Q&A, Mr. Cutaia, do you have anything you'd like to add to Mr. Khan's remarks?

Rory Cutaia

Analyst

Actually, yes, thank you. There's some additional information I'd like to share as I just received confirmation from counsel. So as Salman discussed a moment ago, we filed an S-3 shelf registration statement last year, which we relied on, in connection with the ATM we put in place with Truist as well as the $50 million HELOC we did with 3i and the shares we had to reserve in connection with the $6.3 million above market convertible note we did with 3i just this past January. As Salman also mentioned, we voluntarily reduced the amount of shares available under the Truist ATM, in order to allocate them to the 3i HELOC. So that left $7.3 million on the Truist ATM, which we have not utilized, and we are actually currently prohibited from using under the terms of the HELOC with 3i. But because we allocated all the remaining shares available under that S-3 to the HELOC, we can't use those shares for anything else. They are locked for use for the next 3 years on the use for the HELOC only. So accordingly, we intend to file a new S-3 shelf registration to reduce the time and expense associated with any future capital raises that we might decide to do. Look, every public company that qualifies for a shelf registration should have one. That's just prudent financial plan. But in the spirit of transparency and because I know how these things can sometimes be misinterpreted, I wanted to make sure that I could share that. So thanks for giving me the additional opportunity to do that. Operator, I'm ready. I think we're all ready here for Q&A.

Operator

Operator

[Operator Instructions]. Our first question today is coming from Ed Woo from Ascendiant Capital.

Ed Woo

Analyst

Previously, on the launch of Verb Marketplace, you mentioned there were some supply chain issues with some of your retailers. Has that improved at all since the last quarter?

Rory Cutaia

Analyst

Yes. We have. Now the way we've scheduled these events -- well, let me back up and provide some context. Last quarter, last year, we were intending to showcase where we were with Market. And we had a particular vendor -- a couple of them that we're going to do an event with them for. And then shortly before the date and luckily before we actually announced the date, they told us that they were concerned, they would not be able to meet the inventory requirements. So that was the end of that. And I think, as you may recall, around that time, the supply chain issues were really peaking. And so we understood. Plus we're going into the holiday season, as I explained, and they were even concerned about meeting their regular retail store allocation. So anyway, now moving forward, that's something that we look very closely at. In fact, when you heard me talk about we're qualifying vendors to be on Market. One of the things that we're qualifying and verifying is that they actually have the inventory, because if we have vendors go on and do a live stream event and sell a bunch of product and then they can't deliver it, that ends up becoming a reflection on us. So we're very, very cognizant of that, taking precautions about that. And for the big events, we've put them far enough out that these vendors guarantee us that they'll have the inventory available to meet those. So anyway, thanks for giving me an opportunity to clarify that.

Operator

Operator

Our next question today is coming from Martin Saltzman from AFM Investments.

Martin Saltzman

Analyst

Well, congratulations on the quarter, guys. Rory, my question pertains to Market you said that mid-summer, you could possibly have 3 festivals, you call them, events, festivals, et cetera. Is it possible that you could have Market open prior to mid-summer on a smaller scale? And is that really a smart way to open Market? One would think you'd want to be all in with everybody as opposed to piecemeal. Have -- is this something your team has looked at? And I'm going to let you answer. Is this something your team has looked at and as gauged as being a smart move to get Market out there?

Rory Cutaia

Analyst

Okay. Anything else you want to ask before I start responding?

Martin Saltzman

Analyst

I would just say, let's hear what you have to say about this question, and I might have another.

Rory Cutaia

Analyst

Okay. Sure. Look, the festivals are big, big, big events. It's like the big, big coming out party. And that requires an unbelievable amount of planning and coordination and there's 3 of these things. Some of them are multi-day. So -- and when people come on at that time, it's -- they're going to see something truly expansive and amazing. So I'm very happy with how that's coming along. I support the strategy behind that. Now that being said, we have opportunities that present themselves to us virtually every week from big names, big celebrities, and we would like to try and accommodate 1 or more of them. And to the extent that we're able to do that in a way that still fulfills our commitment to deliver Market and present it to the world in the best possible light, then we will do that. That's why I said in my comments before, that it's possible maybe even likely that we might have an event before that, maybe even sooner than people think, but it would be that kind of event. And we haven't confirmed it yet, which is why I haven't stated that yet. But we are being very, very thoughtful about how we introduce Market to the world.

Martin Saltzman

Analyst

Yes, it's hard to understand a little bit that you could possibly open up Market for certain events and then more or less consider shutting it down, let's say, till a festival or 3 festivals come about in July, let's say, that's mid-summer. It almost also seems to, as I'm watching the after-hours activity in your shares, as soon as you mentioned that this might be a midsummer event, it just seems like all of a sudden, we drifted from $1 down to $0.90. So there is some concern out there by The Street, whether it's warranted or not, it is what it is. We are what we are. We don't want to see the shares get eviscerated obviously. And we don't want to see a reverse split and things of that sort. I know that's what goes through the minds of shareholders. So I represent about, at least about 120 shareholders. So it's something that is of concern.

Rory Cutaia

Analyst

I think what really should be of concern to shareholders right now is that Market, which, as I've said, is likely to be the biggest value creator for us. What should be the most concern is that we are being extremely thoughtful about how we bring this to market and not seek to have it -- have us rush it out, because the stock price may have dropped by $0.10. That's just not a smart strategy. And anyone who feels that, that is, they shouldn't even be a shareholder. This is something that we are planning to deliver that will create enormous value for all of us. And for those that don't appreciate that and think that we should just put it out to satisfy people, who just can't wait another couple of months, I don't have a lot of respect for that.

Martin Saltzman

Analyst

No. I think it's important that we support your decision and your team's feelings on it for sure. You don't want to come out with half a loaf, if you want to have the whole loaf, if you will. You want to look good when you're doing it. Sometimes you only have 1 chance to make a great impression, right? I don't know who said that, but I remember that. I just want to ask you also, with all these initiatives, we all know that you brought over Kate Ekman from QVC. Are there other new hires that are being considered or looked at as you grow this out?

Rory Cutaia

Analyst

Absolutely. We've actually identified a bunch, and I mentioned in my comments that we'll be making those announcements.

Martin Saltzman

Analyst

Okay. Well, listen, I applaud the quarter, looking forward to the eventual opening of Market. I'm sure everybody else is too on the call. I wish you guys the best.

Operator

Operator

We have reached the end of our question-and-answer session. I'd like to turn the floor back over to management for any further or closing comments.

Rory Cutaia

Analyst

So look, I really appreciate everyone's patience. I know that my own excitement around Market and what I know that obviously most of the public doesn't know yet and the vision I've had for it and how well it's been executed. My -- it's hard for me to temper my own excitement about it. And I think that sometimes that raises expectations in a way that maybe is not all that helpful, because if people just want to see it, they just want to see, they don't care. And believe me, we get peppered with these kinds of e-mails and text messages and social media posts pretty much every day. People just want to see it. I get it. Believe me, I get it. I really want to share it with all of you as soon as possible. And if I showed it to you at this moment, I know that your jaws would absolutely drop. There's no doubt in my mind, and it's really that good. But I know that we have the opportunity, when we show it to the world for it to be so much more than good, great, like really, really great. Let us do that. Don't be discouraged, because we're taking our time and doing it thoughtfully and bringing in the right people and planning these events, so that they are as amazing as they deserve to be. And you, as shareholders, deserve that. You deserve us to think about it thoughtfully and carefully, and make sure that this is executed in the way that's going to produce the most value. So hang in there with us. We know what we're doing. There's a lot of super bright people that are associated with this product release. I think you'll be very happy. So thank you all for your time today. I hope I answered everyone's questions and you'll be hearing a lot more from us in the near term.

Operator

Operator

Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time, and have a wonderful day. We thank you for your participation today.