Remark Holdings, Inc. (OTCQX:MARK) Q4 2019 Earnings Conference Call May 28, 2020 4:30 PM ET Company Participants Brian Harvey - Director of IR and Capital Markets Kai-Shing Tao - Chairman and CEO Conference Call Participants Steve Allen - Private Investor Darren Aftahi - ROTH Partners Ron Nash - Nash Partners Dillon Heslin - Roth Capital Partners Operator Welcome to the Remark Holdings' Fiscal Year 2019 Financial Results Conference Call. My name is Cody and I will be the operator for today and will handle t ...

Remark Holdings Inc. (NASDAQ:MARK) Q3 2019 Earnings Conference Call November 12, 2019 4:30 PM ET Company Participants Brian Harvey - Director of Investor Relations and Capital Markets Kai-Shing Tao - Chairman & Chief Executive Officer Conference Call Participants Darren Aftahi - ROTH Capital Barry Fitzgerald - Longbow Research Operator Welcome to the Remark Holdings' Third Quarter 2019 Financial Results Conference Call. My name is James, and I will be the operator today and will handle the Q&A. As a remin ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2019 Commission File Number 001-33720 Remark Holdings, Inc. Delaware 33-1135689 State of Incorporation IRS Employer Identification Number 3960 Howard Hughes Parkway, Suite 900 Las Vegas, NV 89169 Address, including zip code, of principal executive offices 702-701-9514 Registrant's telephone numbe ...

Remark Holdings Inc. (OTCQX:MARK) Q2 2019 Earnings Conference Call August 8, 2019 4:30 PM ET Company Participants Brian Harvey – Director of Capital Markets and Investor Relations KaiShing Tao – Chairman and Chief Executive Officer Elizabeth Xu – Board Member Conference Call Participants Dillon Heslin – Roth Capital Partners Steve Allen – Private Investor Steve Wagner – Wagner Financial Mike Rufino – Private Investor Rob Mountain – Mountain Capital Management Operator Good afternoon, and welcome to Remark H ...

[PART I - FINANCIAL INFORMATION](index=3&type=section&id=PART%20I) This section presents the company's financial statements and management's analysis of its financial condition and operational results [Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) The company's financial statements reflect significant changes due to the Vegas.com divestiture, reporting net losses and negative cash flow from operations [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheets show a substantial reduction in assets and liabilities primarily due to the divestiture of the Vegas.com business Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | June 30, 2019 (Unaudited) | December 31, 2018 | | :--- | :--- | :--- | | **Total Current Assets** | $13,984 | $44,145 | | **Total Assets** | $25,451 | $93,808 | | **Total Current Liabilities** | $35,791 | $102,581 | | **Total Liabilities** | $42,350 | $106,932 | | **Total Stockholders' Deficit** | $(16,899) | $(13,124) | - The significant decrease in total assets and liabilities is primarily due to the sale of the Vegas.com business, which was classified as a disposal group held for sale at year-end 2018[7](index=7&type=chunk) - The company had a negative working capital of **$21.8 million** as of June 30, 2019 (Current Assets of **$14.0 million** minus Current Liabilities of **$35.8 million**)[7](index=7&type=chunk)[16](index=16&type=chunk) [Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) The statements of operations indicate decreased revenue and a shift from net income to net loss, influenced by non-cash gains Statement of Operations Summary (in thousands, except per share amounts) | Metric | Q2 2019 | Q2 2018 | Six Months 2019 | Six Months 2018 | | :--- | :--- | :--- | :--- | :--- | | **Revenue** | $2,865 | $3,887 | $4,074 | $5,713 | | **Operating Loss** | $(2,931) | $(6,710) | $(8,786) | $(25,815) | | **Net Income (Loss)** | $(2,774) | $3,379 | $(11,626) | $(10,674) | | **Consolidated EPS (diluted)** | $(0.06) | $0.10 | $(0.30) | $(0.33) | - Revenue from continuing operations decreased by **26%** in Q2 2019 and **29%** in the first six months of 2019 compared to the same periods in 2018[9](index=9&type=chunk) - The significant swing from net income in Q2 2018 to a net loss in Q2 2019 was largely driven by a smaller gain from the change in fair value of warrant liability (**$2.1 million** in Q2 2019 vs. **$10.1 million** in Q2 2018)[9](index=9&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow statements highlight negative operating cash flow, with investing activities boosted by asset sales and financing focused on debt repayment Cash Flow Summary - Six Months Ended June 30 (in thousands) | Cash Flow Activity | 2019 | 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(14,655) | $(14,247) | | Net cash provided by (used in) investing activities | $11,475 | $(1,820) | | Net cash provided by (used in) financing activities | $(20,297) | $429 | - Investing activities in H1 2019 were primarily driven by **$30.0 million** in proceeds from the sale of the Vegas.com business[14](index=14&type=chunk)[21](index=21&type=chunk) - Financing activities in H1 2019 included **$7.5 million** from the issuance of common stock, which was more than offset by **$25.5 million** in debt repayments[14](index=14&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's going concern doubts, the Vegas.com sale, debt defaults, and equity financing arrangements - The company's recurring operating losses, working capital deficiencies, negative cash flows, and ongoing events of default under its Financing Agreement raise substantial doubt about its ability to continue as a **going concern**[22](index=22&type=chunk)[137](index=137&type=chunk) - On May 15, 2019, the company sold its Vegas.com business for **$30 million**, recognizing a gain of **$6.5 million**, with proceeds used to pay down debt, and this segment is now reported as discontinued operations[21](index=21&type=chunk)[92](index=92&type=chunk) - As of June 30, 2019, the company was in default on several covenants of its Financing Agreement with MGG, including maintaining minimum cash and making required payments[68](index=68&type=chunk)[133](index=133&type=chunk) - The company entered into a **$30.0 million** common stock purchase agreement with Aspire Capital to provide a source of funding, raising approximately **$7.5 million** through equity sales during H1 2019[17](index=17&type=chunk)[79](index=79&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift to AI, operational results impacted by FinTech discontinuation, and significant liquidity challenges raising going concern doubts [Overview](index=26&type=section&id=OVERVIEW) This overview outlines the company's strategic focus on AI and data analytics following the divestiture of its travel business - The company is a diversified global technology company focusing on AI and data-analytics solutions through its Remark AI business (KanKan) and a portfolio of digital media properties[97](index=97&type=chunk) - Remark AI's facial-recognition algorithms received a top ranking in the National Institute of Standards and Technology's (NIST) Wild Image Accuracy Test in June 2019[98](index=98&type=chunk) - The sale of Vegas.com on May 15, 2019, allowed the company to reduce debt and increase its focus on data analytics and AI technology[105](index=105&type=chunk) [Results of Operations](index=28&type=section&id=RESULTS%20OF%20OPERATIONS) Operational results show a revenue decline due to discontinued FinTech services, offset by growth in AI-based products and reduced G&A expenses Revenue by Category (% of Total Revenue) | Revenue Category | H1 2019 | H1 2018 | | :--- | :--- | :--- | | FinTech services | 0% | 59% | | AI-based products and services | 71% | 21% | | Advertising and other | 29% | 20% | - The decrease in revenue for the Technology & Data Intelligence segment was due to the discontinuation of FinTech contract services following a 2018 industry-wide audit in China[112](index=112&type=chunk)[113](index=113&type=chunk) - The significant decrease in General and Administrative expense for the six months ended June 30, 2019 was primarily due to a one-time **$11.6 million** stock-based compensation expense for the CEO in January 2018 that was not repeated[118](index=118&type=chunk)[123](index=123&type=chunk) [Liquidity and Capital Resources](index=31&type=section&id=LIQUIDITY%20AND%20CAPITAL%20RESOURCES) The company faces severe liquidity challenges, including recurring losses, negative working capital, and debt defaults, raising substantial doubt about its going concern - The company has a history of recurring operating losses, an accumulated deficit of **$332.8 million**, and a negative working capital of **$21.8 million** as of June 30, 2019[131](index=131&type=chunk) - The company is in default on its Financing Agreement due to non-compliance with several covenants, including maintaining minimum cash, and available cash is not sufficient to pay its obligations[132](index=132&type=chunk)[133](index=133&type=chunk) - Management has concluded there is substantial doubt about the company's ability to continue as a **going concern** and may fully utilize its cash resources prior to August 9, 2020[137](index=137&type=chunk)[141](index=141&type=chunk) - To fund future operations, the company plans to monetize existing assets, refinance debt, and obtain additional capital through equity issuances, including under the 2019 Aspire Purchase Agreement[141](index=141&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=34&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section is not applicable as per the company's filing - The company stated that this item is not applicable[146](index=146&type=chunk) [Controls and Procedures](index=34&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2019, due to previously disclosed material weaknesses in internal control over financial reporting, which are currently being remediated - Management concluded that disclosure controls and procedures were not effective at a reasonable assurance level as of June 30, 2019[147](index=147&type=chunk) - The ineffectiveness is due to material weaknesses related to insufficient review of manual journal entries, insufficient documentation for revenue recognition, and deficiencies in monitoring controls within the Technology and Data Intelligence segment[147](index=147&type=chunk) - The company is implementing procedural changes to remediate the weaknesses, but the changes have not been in place long enough to be evaluated for effectiveness[148](index=148&type=chunk) [PART II - OTHER INFORMATION](index=34&type=section&id=PART%20II) This section provides additional information on legal proceedings, equity sales, debt defaults, and corporate governance changes [Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in litigation with China Branding Group (CBG) regarding the 2016 CBG Acquisition, with a magistrate judge recommending enforcement of a settlement in the company's favor - The company initiated legal proceedings against China Branding Group (CBG) seeking rescission of the 2016 CBG Acquisition, alleging fraudulent misrepresentation[149](index=149&type=chunk)[150](index=150&type=chunk) - A Stipulation for Settlement was reached in January 2019, but a dispute arose when the opposing party demanded an additional 'exchange right' not included in the original terms[151](index=151&type=chunk) - A magistrate judge issued a report on August 2, 2019, recommending that the court enforce the settlement as originally stipulated, which would be favorable to Remark[151](index=151&type=chunk) [Risk Factors](index=35&type=section&id=Item%201A.%20Risk%20Factors) This section is not applicable as per the company's filing - The company stated that this item is not applicable[152](index=152&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=35&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) In June 2019, the company issued 1,250,000 shares of common stock to an accredited investor in a private placement, raising $1.0 million under an exemption from registration requirements - On June 19, 2019, the company issued **1,250,000 shares** of common stock for **$1.0 million** in a private placement to an accredited investor[152](index=152&type=chunk) - The sale was made in reliance upon an exemption from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933[153](index=153&type=chunk) [Defaults Upon Senior Securities](index=35&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company explicitly states it was in default on its senior secured debt as of June 30, 2019, due to non-compliance with multiple covenants in its Financing Agreement, with no waiver received - As of June 30, 2019, the company was in default of its Financing Agreement for failing to maintain a minimum of **$1.0 million** in unrestricted cash[154](index=154&type=chunk) - Additional defaults include failure to pay for a required insurance policy (Tail Policy), failure to make a final Earnout Payment, and non-compliance with procedural requirements of the Sharecare Covenant[154](index=154&type=chunk) - The company has not received a waiver for these events of default as of the date of the report[154](index=154&type=chunk) [Other Information](index=35&type=section&id=Item%205.%20Other%20Information) On August 6, 2019, the company's Chairman and Chief Executive Officer, Kai-Shing Tao, was also appointed as the interim principal financial officer and principal accounting officer - On August 6, 2019, Chairman and CEO Kai-Shing Tao was appointed as interim principal financial officer and principal accounting officer[155](index=155&type=chunk) [Exhibits](index=37&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO and XBRL data files - Lists exhibits filed with the report, including Amendment No 6 to the Financing Agreement, Sarbanes-Oxley certifications, and XBRL data files[156](index=156&type=chunk)

Financial Data and Key Metrics Changes - The company reported first quarter revenues of $19.5 million, an increase from $16.7 million in the previous year, driven by a $3.4 million increase in the Travel & Entertainment segment [6][19] - Operating loss was $5.8 million compared to $21.2 million in the prior year, reflecting the revenue increase and reduced total costs [21] - Net loss for the first quarter was $8.9 million or $0.23 per diluted share, an improvement from a net loss of $14 million or $0.43 per diluted share in the previous year [21] Business Line Data and Key Metrics Changes - The AI business generated $1.3 million in projects, with $0.4 million recognized during the quarter and $0.9 million deferred [6][19] - The Technology & Data Intelligence segment contributed $0.4 million from AI-based retail and safety solutions, with an additional $0.9 million deferred [19] Market Data and Key Metrics Changes - The company is experiencing strong growth in China, where companies are allocating significant budgets for AI deployment [26] - Southeast Asia is identified as a strong growth area due to the lack of internal capabilities to create AI products [26] Company Strategy and Development Direction - The company is focused on transforming into a pure AI-focused entity, divesting from non-core businesses to streamline operations and reduce debt [7][23] - The company aims to expand its AI business globally, leveraging its portfolio of AI capabilities to secure strategic partnerships across various sectors [7][10] Management Comments on Operating Environment and Future Outlook - Management expressed confidence in a revenue ramp-up through 2019, particularly following the Chinese New Year, which typically slows down project initiation [35] - The company believes there is significant untapped value in its digital media assets, particularly its minority stake in Sharecare [18] Other Important Information - The company is in the process of selling Vegas.com for an anticipated enterprise value of approximately $45 million, which will significantly reduce its debt [23][24] - The facial recognition algorithm was ranked in the top 20 in the latest evaluation by the U.S. National Institute of Standards and Technology [8] Q&A Session Summary Question: What traction is being seen with AI product rollout? - Management noted strong growth in China and Southeast Asia, with companies increasingly allocating budgets for AI solutions [26][27] Question: Which products are gaining the most traction? - Management indicated strong inbound demand across all product lines, with no specific industry dominating [30] Question: How should lumpiness in revenue recognition be viewed? - Management explained that revenue recognition is tied to project completion and cash collection, with expectations for a ramp-up in Q2 and Q3 [32][33] Question: What are the characteristics of the pharmacy deal? - The pharmacy deal involves 40 million patients using the kiosks, with a hardware and software payment structure [36][39] Question: Status of negotiations with American fast food chains? - Management confirmed that negotiations are ongoing and a formal announcement will be made upon conclusion [40][41] Question: Are there any updates on large deals with major companies? - Management stated that no large deals have been lost, but rollout plans and pricing remain critical factors [42][43] Question: Status of the Allinone entertainment deal? - Management confirmed a cash investment of $500,000 and indicated updates will be provided in the coming months [46][47]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2019 Commission File Number 001-33720 Remark Holdings, Inc. 3960 Howard Hughes Parkway, Suite 900 Las Vegas, NV 89169 702-701-9514 Address, including zip code, of principal executive offices Registrant's telephone number, including area code Delaware 33-1135689 State of Incorporation IRS Employer Ide ...

Remark Holdings Inc. (OTCQX:MARK) Q4 2018 Results Earnings Conference Call April 1, 2019 4:30 PM ET Company Participants Kai-Shing Tao - Chairman & Chief Executive Officer Alison Davidson - Interim Chief Financial Officer Conference Call Participants Darren Aftahi - ROTH Capital Partners Operator Good afternoon, ladies and gentlemen, and welcome to the Remark Holdings Fourth Quarter and Full Year 2018 Earnings Conference Call. My name is Keith, and I'll be your operator this afternoon. Joining us for today' ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2018 Commission File Number 001-33720 Remark Holdings, Inc. 3960 Howard Hughes Parkway, Suite 900 Las Vegas, NV 89169 702-701-9514 Address, including zip code, of principal executive offices Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act: | -- ...