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Verb(VERB) - 2020 Q3 - Quarterly Report
2020-11-16 21:05
[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1 - FINANCIAL STATEMENTS (UNAUDITED)](index=4&type=section&id=ITEM%201%20-%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed consolidated financial statements of Verb Technology Company, Inc. for the periods ended September 30, 2020, and December 31, 2019 (for balance sheet) or September 30, 2019 (for income statement and cash flows), along with detailed notes explaining the company's business, significant accounting policies, acquisitions, and various financial instruments and equity transactions [Condensed Consolidated Balance Sheets (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the unaudited condensed consolidated balance sheets, detailing the company's financial position with assets, liabilities, and equity as of specified dates Total Assets | Date | Amount ($) | | :--- | :--- | | September 30, 2020 | 42,575,000 | | December 31, 2019 | 28,359,000 | Total Liabilities | Date | Amount ($) | | :--- | :--- | | September 30, 2020 | 20,801,000 | | December 31, 2019 | 16,914,000 | Total Stockholders' Equity | Date | Amount ($) | | :--- | :--- | | September 30, 2020 | 21,774,000 | | December 31, 2019 | 11,445,000 | [Condensed Consolidated Statements of Operations (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) This section presents the unaudited condensed consolidated statements of operations, outlining the company's revenues, expenses, and net loss for the specified periods Revenue (Three Months Ended Sep 30) | Revenue Type | Sep 30, 2020 ($) | Sep 30, 2019 ($) | Change ($) | | :--- | :--- | :--- | :--- | | SaaS recurring subscription revenue | 1,478,000 | 953,000 | 525,000 | | Other Digital | 360,000 | 485,000 | (125,000) | | Welcome kits and fulfillment | 836,000 | 1,164,000 | (328,000) | | Shipping | 186,000 | 271,000 | (85,000) | | **Total revenue** | **2,860,000** | **2,873,000** | **(13,000)** | Net Loss (Three Months Ended Sep 30) | Period | Net Loss ($) | | :--- | :--- | | Sep 30, 2020 | (7,320,000) | | Sep 30, 2019 | (3,115,000) | Net Loss Per Share (Three Months Ended Sep 30) | Period | EPS ($) | | :--- | :--- | | Sep 30, 2020 | (0.18) | | Sep 30, 2019 | (0.13) | [Condensed Consolidated Statements of Stockholders Equity (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%20Equity) This section presents the unaudited condensed consolidated statements of stockholders' equity, detailing changes in equity components over the specified periods Total Stockholders' Equity | Date | Amount ($) | | :--- | :--- | | September 30, 2020 | 21,774,000 | | December 31, 2019 | 11,445,000 | Common Stock Shares Outstanding | Date | Shares | | :--- | :--- | | September 30, 2020 | 46,663,790 | | December 31, 2019 | 24,496,197 | [Condensed Consolidated Statements of Cash Flows (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the unaudited condensed consolidated statements of cash flows, categorizing cash movements from operating, investing, and financing activities Net Cash Used in Operating Activities (Nine Months Ended Sep 30) | Period | Amount ($) | | :--- | :--- | | Sep 30, 2020 | (9,790,000) | | Sep 30, 2019 | (6,506,000) | Net Cash Provided by Financing Activities (Nine Months Ended Sep 30) | Period | Amount ($) | | :--- | :--- | | Sep 30, 2020 | 19,617,000 | | Sep 30, 2019 | 22,334,000 | Cash - End of Period | Date | Amount ($) | | :--- | :--- | | Sep 30, 2020 | 10,722,000 | | Sep 30, 2019 | 1,885,000 | [Notes to Condensed Consolidated Financial Statements (unaudited)](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering accounting policies, acquisitions, and various financial instruments - The financial statements include **Condensed Consolidated Balance Sheets**, **Statements of Operations**, **Stockholders Equity**, **Cash Flows**, and accompanying **Notes**[11](index=11&type=chunk) [1. DESCRIPTION OF BUSINESS](index=13&type=section&id=1.%20DESCRIPTION%20OF%20BUSINESS) Verb Technology Company, Inc. is a Software-as-a-Service (SaaS) applications platform developer, offering interactive video-based sales enablement software products like verbCRM, verbLEARN, and verbLIVE on a subscription basis. The company also previously provided non-digital printing and fulfillment services - Company's current name: **Verb Technology Company, Inc.**, changed from **nFüsz, Inc.** on **February 1, 2019**[27](index=27&type=chunk) - Implemented a **1-for-15 reverse stock split** on **February 1, 2019**[28](index=28&type=chunk) - Primary business: **SaaS applications platform developer**, offering **interactive video-based sales enablement software products** (**verbCRM**, **verbLEARN**, and **verbLIVE**) on a **subscription basis**[29](index=29&type=chunk) [2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=14&type=section&id=2.%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This section outlines the basis of presentation for the unaudited interim financial statements, principles of consolidation, and key accounting policies including going concern, use of estimates, concentration of credit and other risks, reclassifications, revenue recognition, cost of revenue, derivative financial instruments, share-based payments, net loss per share, goodwill and intangible assets, long-lived assets, fair value of financial instruments, segments, and recent accounting pronouncements. The company has a going concern doubt due to recurring losses and negative cash flows - The company incurred a **net loss of $12,690,000** and used **$9,790,000 cash in operations** for the nine months ended **September 30, 2020**, raising substantial doubt about its ability to continue as a **going concern**[34](index=34&type=chunk) - As of **September 30, 2020**, the company had **$10,772,000 in cash**, believed to be sufficient to sustain operations through **September 2021**[35](index=35&type=chunk) - Revenue is primarily derived from **SaaS subscriptions**, recognized over the subscription period (estimated **36 months**), and non-digital services (printing, fulfillment, shipping) recognized upon completion and shipment[44](index=44&type=chunk)[50](index=50&type=chunk)[53](index=53&type=chunk) [3. ACQUISITIONS](index=20&type=section&id=3.%20ACQUISITIONS) This note details two significant acquisitions: Verb Direct in April 2019 and Ascend Certification (SoloFire) in September 2020. Both acquisitions aimed to augment and diversify Verb's SaaS business, contributing to goodwill and intangible assets - Both **Verb Direct** and **SoloFire** acquisitions were intended to augment and diversify Verb's internet and **SaaS business**, generating future synergies[71](index=71&type=chunk)[78](index=78&type=chunk) Pro Forma Net Loss (Nine Months Ended Sep 30) | Period | Net Loss ($) | | :--- | :--- | | Sep 30, 2020 (Proforma) | (13,158,000) | | Sep 30, 2019 (Proforma) | (9,252,000) | [a. ACQUISITION OF VERB DIRECT](index=20&type=section&id=a.%20ACQUISITION%20OF%20VERB%20DIRECT) This section details the acquisition of Verb Direct, including the purchase price, consideration, and the resulting goodwill and intangible assets recorded - Acquisition Date: **April 12, 2019**[71](index=71&type=chunk) - Purchase Price: **$22,820,000**, consisting of **$15,000,000 cash** and **3,327,791 restricted shares of Verb's Common Stock** (fair value **$7,820,000**)[71](index=71&type=chunk) - **Goodwill & Intangible Assets**: **$22,67
Verb(VERB) - 2020 Q2 - Earnings Call Transcript
2020-08-15 02:17
VERB Technology Company Inc. (NASDAQ:VERB) Q2 2020 Earnings Conference Call August 14, 2020 4:30 PM ET Corporate Participants Rory Cutaia - Chief Executive Officer Jeff Clayborne - Chief Financial Officer Conference Call Participants Jon Hickman - Ladenburg Thalmann Operator Good afternoon and welcome to the Second Quarter 2020 Financial Results Conference Call from VERB Technology Company, Inc. Please be advised that this call is being recorded at the company's request. On our call today are Rory J. Cutaia ...
Verb(VERB) - 2020 Q2 - Quarterly Report
2020-08-14 20:22
Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-38834 Verb Technology Company, Inc. (Exact name of Registrant as Specified in its Charter) | Nevada | 90-1 ...
Verb(VERB) - 2019 Q4 - Earnings Call Transcript
2020-05-19 02:56
VERB Technology Company Inc (NASDAQ:VERB) Q4 2019 and Q1 2020 Results Conference Call May 18, 2020 5:00 PM ET Company Participants Rory Cutaia - CEO Jeff Clayborne - CFO Conference Call Participants Brian Kinstlinger - Alliance Global Partners Theodore O'Neill - Litchfield Hills Operator Good afternoon and welcome to the Fourth Quarter 2019 and First Quarter 2020 Financial Results Conference Call from VERB Technology Company, Inc. At this time, all participants are in a listen-only mode. Please be advised ...
Verb(VERB) - 2020 Q1 - Quarterly Report
2020-05-15 20:16
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-38834 Verb Technology Company, Inc. (Exact name of Registrant as Specified in its Charter) | Nevada | 90- ...
Verb(VERB) - 2019 Q4 - Annual Report
2020-05-14 21:05
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Verb Technology Company, Inc. (Exact name of registrant as specified in its charter) Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 001-38834 | Nevada | ...
Verb(VERB) - 2019 Q3 - Quarterly Report
2019-11-14 21:33
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to ________ Commission file number: 001-38834 Verb Technology Company, Inc. (Exact name of Registrant as Specified in its Charter) Nevada 90-1118043 (St ...
Verb(VERB) - 2019 Q2 - Quarterly Report
2019-08-14 20:33
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number) 2210 Newport Boulevard Suite 200 Newport Beach, California 92663 (Address of Principal Executive Offices including Zip Code) [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE S ...
Verb(VERB) - 2019 Q1 - Quarterly Report
2019-05-15 20:06
[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201%20-%20FINANCIAL%20STATEMENTS) Verb Technology Company, Inc. reported a net loss of $3.0 million for Q1 2019, a significant improvement from $8.5 million in Q1 2018, primarily due to positive derivative liability changes and lower general and administrative expenses [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2019, total assets decreased to $824,000, total liabilities increased to $7.9 million, and stockholders' deficit widened to $7.1 million, with cash significantly reduced to $59,000 Condensed Consolidated Balance Sheet Highlights (Unaudited) | Balance Sheet Item | March 31, 2019 | December 31, 2018 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $59,000 | $634,000 | | Total current assets | $278,000 | $718,000 | | Total assets | $824,000 | $898,000 | | **Liabilities & Stockholders' Deficit** | | | | Total current liabilities | $6,843,000 | $4,888,000 | | Total liabilities | $7,908,000 | $5,953,000 | | Total stockholders' deficit | $(7,084,000) | $(5,055,000) | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q1 2019, the company reported a net loss of $3.0 million, a substantial improvement from $8.5 million in Q1 2018, driven by a positive swing in derivative liability fair value and reduced general and administrative expenses Quarterly Statement of Operations (Unaudited) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net Sales | $9,000 | $8,000 | | Loss from operations | $(2,774,000) | $(5,392,000) | | Change in fair value of derivative liability | $944,000 | $(2,625,000) | | **Net Loss** | **$(3,008,000)** | **$(8,494,000)** | | Loss per share - basic and diluted | $(0.25) | $(1.00) | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) In Q1 2019, cash used in operations increased to $1.1 million, financing activities provided $514,000, resulting in a net cash decrease of $575,000 and an ending cash balance of $59,000 Quarterly Cash Flow Summary (Unaudited) | Cash Flow Activity | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,089,000) | $(993,000) | | Net cash provided by financing activities | $514,000 | $2,586,000 | | **Net change in cash** | **$(575,000)** | **$1,593,000** | | **Cash - end of period** | **$59,000** | **$1,604,000** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's business, accounting policies, and financial instruments, including a name change, reverse stock split, 'going concern' warning, and subsequent public offering and acquisition of Sound Concepts - Effective February 1, 2019, the company changed its name from nFüsz, Inc. to Verb Technology Company, Inc. and implemented a **1-for-15 reverse stock split**[26](index=26&type=chunk)[27](index=27&type=chunk) - The company's business is providing cloud-based SaaS products under the brand name 'Tagg', which use proprietary interactive video technology for CRM, healthcare (TaggMED), and education (TaggEDU)[28](index=28&type=chunk)[29](index=29&type=chunk)[31](index=31&type=chunk) - The financial statements were prepared on a 'going concern' basis, with substantial doubt about the company's ability to continue due to a net loss of **$3.0 million** and a stockholders' deficit of **$7.1 million** as of March 31, 2019[37](index=37&type=chunk) - In April 2019, the company completed a public offering raising net proceeds of approximately **$18.94 million**, which was used in part to acquire Sound Concepts, Inc.[38](index=38&type=chunk) - The company completed the acquisition of Sound Concepts on April 12, 2019, for **$25 million**, consisting of **$15 million** in cash and **$10 million** in restricted stock[112](index=112&type=chunk) [Risk Factors](index=31&type=section&id=ITEM%201A%20-%20RISK%20FACTORS) This section is not applicable as the company is a smaller reporting company - Disclosure of risk factors is not applicable to smaller reporting companies[118](index=118&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=ITEM%202%20-%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses the significant reduction in net loss for Q1 2019, primarily due to non-cash items, noting critical liquidity issues addressed by a subsequent public offering and the strategic acquisition of Sound Concepts, while also reporting ineffective disclosure controls [Results of Operations](index=32&type=section&id=Results%20of%20Operations) Q1 2019 revenues remained flat at $9,000, while loss from operations decreased significantly due to reduced general and administrative expenses, though Modified EBITDA showed an increased loss reflecting higher cash operating expenses Comparison of Operations (Q1 2019 vs Q1 2018) | Metric | Q1 2019 | Q1 2018 | Change | | :--- | :--- | :--- | :--- | | Net sales | $9,000 | $8,000 | $1,000 | | Research and development expense | $564,000 | $130,000 | $434,000 | | General and administrative expense | $2,189,000 | $5,269,000 | $(3,080,000) | | Loss from operations | $2,774,000 | $5,392,000 | $(2,618,000) | - The decrease in G&A expenses was primarily due to a **$3,759,000 reduction in stock-based compensation expense**[134](index=134&type=chunk) Modified EBITDA Reconciliation (Non-GAAP) | Metric | Q1 2019 | Q1 2018 | | :--- | :--- | :--- | | Net loss | $(3,008,000) | $(8,494,000) | | Total EBITDA adjustments | $1,089,000 | $7,717,000 | | **Modified EBITDA** | **$(1,919,000)** | **$(777,000)** | [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) The company faced significant 'going concern' risk with only $59,000 cash at Q1 2019 end, but subsequently secured substantial liquidity from a public offering of approximately $20.5 million, used for the Sound Concepts acquisition, debt repayment, and working capital - As of March 31, 2019, the company had a cash balance of **$59,000** and a stockholders' deficit of **$7,084,000**, raising substantial doubt about its ability to continue as a going concern[140](index=140&type=chunk)[144](index=144&type=chunk) - Subsequent to the quarter, a public offering provided gross proceeds of approximately **$20.5 million**[145](index=145&type=chunk) - Proceeds from the offering were used to fund the **$15 million** cash payment for the Sound Concepts acquisition, repay **$2.025 million** in debt, and for working capital[145](index=145&type=chunk) [Critical Accounting Policies](index=40&type=section&id=Critical%20Accounting%20Policies) Management identifies key accounting policies requiring significant estimates, including the valuation of derivative financial instruments using a Black-Scholes-Merton model and share-based payments using the Black-Scholes model - The company uses Level 3 inputs and a probability weighted average Black-Scholes-Merton pricing model to determine the fair value of its derivative liabilities[163](index=163&type=chunk) - Share-based compensation for stock options is valued using the Black-Scholes option pricing model, with key assumptions including expected volatility of over **200%**[164](index=164&type=chunk)[166](index=166&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=42&type=section&id=ITEM%203%20-%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section is not applicable - Disclosure of quantitative and qualitative information about market risk is not applicable[169](index=169&type=chunk) [Controls and Procedures](index=42&type=section&id=ITEM%204%20-%20CONTROLS%20AND%20PROCEDURES) As of March 31, 2019, management concluded that disclosure controls and procedures were not effective, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2019[171](index=171&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[172](index=172&type=chunk) [PART II - OTHER INFORMATION](index=42&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=42&type=section&id=ITEM%201%20-%20LEGAL%20PROCEEDINGS) The company is involved in two notable legal matters: a lawsuit with EMA Financial, LLC regarding a warrant exercise, and a claim from a former employee for unpaid bonuses and options, both of which the company is vigorously defending - The company is in a legal dispute with EMA Financial, LLC over the terms of a common stock purchase warrant exercise, believing EMA's allegations are without merit[91](index=91&type=chunk)[173](index=173&type=chunk) - A former employee is seeking approximately **$300,000** in alleged unpaid bonuses and options, which the company believes lack merit and are barred by a previous Stock Repurchase and Release Agreement[98](index=98&type=chunk)[179](index=179&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=43&type=section&id=ITEM%202%20-%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECU RITIES%20AND%20USE%20OF%20PROCEEDS) During Q1 2019, the company issued unregistered equity securities including 39,998 shares for services, 16,667 shares as a convertible note inducement, and 148,714 shares from cashless warrant exercises - Issued **39,998 shares** of Common Stock for services, valued at **$388,000**[182](index=182&type=chunk) - Issued **16,667 shares** of Common Stock as an inducement for a **$500,000** convertible note, valued at **$128,000**[183](index=183&type=chunk) - Issued **148,714 shares** of Common Stock upon the cashless exercise of **161,969 warrants**[184](index=184&type=chunk) [Defaults Upon Senior Securities](index=43&type=section&id=ITEM%203%20-%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) None reported - The company reported no defaults upon senior securities[185](index=185&type=chunk) [Mine Safety Disclosures](index=45&type=section&id=ITEM%204%20-%20MINE%20SAFETY%20DISCLOSURES) Not applicable - This item is not applicable to the company[186](index=186&type=chunk) [Other Information](index=45&type=section&id=ITEM%205%20-%20OTHER%20INFORMATION) None reported - The company reported no other information under this item[187](index=187&type=chunk) [Exhibits](index=46&type=section&id=ITEM%206%20-%20EXHIBITS) This section lists all exhibits filed as part of the report, including articles of incorporation, merger agreements, various note and warrant agreements, employment contracts, and SEC certification filings
Verb(VERB) - 2018 Q4 - Annual Report
2019-02-07 14:01
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2018 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ____________ to ____________ Commission file number: 000-55314 Nevada 90-1118043 Verb Technology Company, Inc. State or other jurisdiction of (I.R.S. Employer ...