Yahoo Finance

We are, however €“ we believe we're eligible for an additional 180-day grace period in which to meet the minimum requirements, which would actually put us out to July of 2023. Now that's not a given, but we believe we are eligible for that 180 days. Obviously, that's €“ the whole delisting notice and matter is of great importance to management and obviously, the shareholders. So management, we have been dealing with this issue and are talking about several alternatives, which leads me to the following matter. We filed a Form 8-K in October 22, so it's after the September 30 quarter ended, wherein we issued $15 million worth of Series A and B preferred stock, redeemable preferred stock. The Series A preferred stock votes on specific matters only on an as-converted basis, and the Series B votes on a mere basis and a mere basis, meaning the exact percentages of the other votes, including the preferred Series A as well as the common stock and the votes on a 2,500 share to 1 basis, and there's 100,000 shares of Series B issues.

So obviously, a big matter and probably of importance to you all, and hopefully, you've had a chance to read that 8-K the proceeds €“ the $50 million proceeds of that issuance is an escrow pending redemption. There is a 5% premium on the redemption. There was a 5% discount on the issuance. The redemption period starts on the date of the shareholder meeting, the Annual Shareholder Meeting and ends 90 days thereafter. So that's what you might ask why do we do this? And there's simply one answer. We needed to get our voting quorum and a majority at our annual meeting. You probably and hopefully have received a proxy statement from us for our annual meeting dated December 7, 2022, which is coming up rather quickly. And the reason we did the preferred stock is that if we are providing voting matters that actually amend the company's articles and incorporation per our bylaws and articles incorporation, it requires over 50% vote of all outstanding shares, not just those shares voted.

So in other words, if we got 53 million shares outstanding, we've got to get at least €“ 53 million, half of that, 26 million, 27 million shares voting yes on that matter even though usually not that many people vote on matters. So what we've done is, in the past, we've tried to raise our authorized shares and a couple of other matters for the last four or five years that required over 50% vote of outstanding shares. And we always received a majority of the shares voted, but we never did reach the point where we got more than 50% of all shares outstanding. Hence, that is the reason we did this preferred stock. So we can ensure ourselves that we're: a, we're going to get a quorum for the meeting; and b, that we've got enough votes to equal 51% or just over 50% of all shares outstanding, not just those that are voted.

There are several reasons that we are going to these lengths to get the quorum and the shares voted by issuing the preferred stock. First is there's been a rise in the non-interested shareholders that don't vote €“ it's kind of what I call the Robin Hood-type shareholders that just don't have the interest in voting. So they leave it unvoted, their shares unvoted. And also, there's been several major brokers, including Charles Schwab and TD Ameritrade that no longer those non-voted shares. In the past, they usually voted those non-objecting beneficial owners, what we call novo votes on their behalf. And in that way, we got the quorum and to 50% vote majority. So without them doing it at this point, it makes it very, very difficult to reach quorum, much less 50% of all shares outstanding.

So the preferred stock is out there merely to help us get to the 50% quorum and voting majority in order to get some issues passed. Now let's look at the matters that are going to be voted out at the Annual Meeting. Again, the meeting of December 7, 2022, it's coming up shortly. I encourage everybody to vote their shares. Please vote your shares because it's important to us, and we need to get this €“ a couple of these matters voted in. There's a total of six items on the agenda, two of which require 50% voting majorities of outstanding votes. In other words, these are the two items that are going to be voted on by the preferred shareholders. The first is to approve an amendment to increase capital stock from $110 million to $210 million.

That €“ you might ask why we've only got 53 million or 54 million shares outstanding now. Why we need to go to $210 million. But we do have, from time-to-time, warrants outstanding, sometimes convertible debt so on and so forth. So those have to be reserved for in our capital stock. So very important for us to get up to $210 million in total approved capital stock. So that's item number 1 is going to be voted on by the preferred shareholders as well as the common shareholders. The second one is to pre-approve the Board of Directors' decision and discretion on whether a reverse split is needed to meet the NASDAQ delisting requirement. In other words, in order to get up to the $1 minimum bid, the Board may have to at last resort do some type of reverse split in order to get there, and we're asking for pre-approval of their voting for this.

That doesn't mean it's going to happen. It will only happen if it's needed and necessary. But we need that matter voted and approved upon at the Annual Meeting. So those are the two items that are very important to us, the Board and hopefully to all shareholders and you guys €“ everyone understands the reasons we're doing this. It's in order to get matters past at the annual meeting. Again, and I can't stress this enough. I encourage all shareholders to vote their shares. I know it sometimes it's a pain to do it. Sometimes you'll lose the proxy control number or whatever. But please call us and get the voting instructions or getting €“ or even come to the Annual Meeting itself if you have to. But we want everyone to vote in order to get these matters passed.

The other item that happened during the quarter €“ a corporate item that happened during the quarter that I'll mention is that we extinguished pretty much all our warrant derivative liabilities in Q3. It resulted in a $3.6 million gain on the books. And if you remember, the previous investor calls, I've always expressed that there's a $3 million gain and there's a $6 million loss, non-cash. It's funny money. It's accounting gymnastics because of the way you have to treat warrant derivative liabilities. So we got rid of all those warrant derivative liabilities in Q3, recorded a $3.6 million gain. And hopefully, we don't have to run into that issue again because number one, it's hard to explain. And number two, it's hard to understand for a lot of people, a lot of investors.

So okay, let's move on to the operating segments and how they did for the third quarter. First of all, the Video Solutions segment, revenues increased $65,000 in Q3 2022 over 2021 or about 3% increase, not a huge increase. But it's important because it shows that our subscriptions revenues are increasing. And quite frankly, the traction that our new first few models are receiving in the marketplace. We're getting a lot of new subscriptions versus hardware sales. And I call that mailbox money. It's very steady. It comes in. It's predictable and you don't have the ups and down movements of hardware sales, whether it closes the day before quarter ends versus the day after, so on and so forth. So we're happy with the improvement and the migration to the subscription agreement.

Also, I will say that deferred revenue, which is basically these subscription agreements, increased to $7.2 million at the end of September 30, 2022. Again, $7.2 million of deferred revenue, which means that we'll recognize that as it rolls off in what I call mailbox money, the subscriptions. If you look at 12/31, December 31, 2021, we only had $4.3 million of deferred contract revenues. So we've increased that in a matter of nine months by $2.9 million or 67%. So we're very pleased with the growth in the subscription model and how it's affecting on video segment. The margins for the quarter were down slightly to 24.6% versus 29.1% the year prior. And it really €“ I think it really reflects the fact that we are moving to the subscription model versus a onetime hardware sale, normally a onetime hardware sale upfront yields very good margins but that's it.

And there are no continuing impact. So I think this is indicative of us moving to a subscription model, and we're very pleased with it. Okay. Let's move on to the Revenue Cycle Management segment. That is our medical billing segment, which we have started a roll-up strategy. I think we started that last year, second or third quarter. Our revenues were down slightly in Q3, $2.015 million in 2022 versus $2.050 million in 2021, which is a very slight decrease. However, if you look at the margins generated by those sales, it increased dramatically in 2022 versus 2021. We reached $866,000 of positive gross margins or 43% gross margin percentage versus $197,000 or 9.6% gross margin percentage in 2021. And really, this reflects the synergy. We're getting the synergies that are the part of the roll-up strategy and the consolidations of the acquisitions we made previously.

We did not make any acquisitions in Q3. So we had time to concentrate on assimilating and consolidating and achieving those synergies. And I think the gross margins are a testament to that effect. It is working €“ our roll-up strategy is working, and it's growing into a very steady, profitable business for us, and we look forward to further growth down the road. Okay. Now let's go to the ticketing segment, which is our TicketSmarter business. Our revenue increased to $4.4 million in 2022 versus $560,000 in 2021. Obviously, a huge increase. But remember, we bought TicketSmarter effective September 1, 2021. So there was only one month of revenue in the 2021 period. But even if you take that time straight, it's a heck of an improvement year-over-year in revenues.

Now let's look at the bad news. The gross margins were disappointing. We had negative gross margins in 2022 of $786,000 and over $612,000 in 2021. The reasons for this margin issue that we're dealing with is we had unanticipated write-off of unsold tickets. And really, there's a hundred reasons for that, but I'll tell you one. We have generally received a lot of ticketing revenue for €“ on Broadway shows and ballets and such up in New York. And really, the whole COVID thing has changed the buying patterns of many people and predominantly the older generation €“ and I'm one of those obviously. But anyway, the older generation is €“ has really shown a popular interest in those shows and that. And with COVID, they just haven't come back the way we thought they would.

So that's just an example, and there's probably four or five other ones similar to that, that we can go over. The second area is €“ our strategy that we implemented last year to doing a sponsorship relationship really is not working very well. And I'm talking about things like iHeartRadio contract, the Gannett/USA Today contract there's several others. This sponsorship model did not pan out the way we thought €“ and obviously, the click-through revenues did not reach the levels that we expected. We're hearing the same sort of problems being experienced by other tech companies such as Facebook and such that the click-through revenues are not there like they have been in the past. So what we've done is we have decided to end this strategy and this model and therefore, started in the third quarter to reduce, non-renew or terminate existing contracts that are out there.

So in other words, we're going to let these things run out if they haven't run out, terminate early if we can, and non-renew obviously, in order to get away from this model. We believe this will restore profitability in the Ticketing segment within the near future. So we've got a plan to fix the Ticketing segment. Its generating revenues, obviously, very good revenues, but we've got to fix the gross margin because we obviously do not want those margins to go negative on us like that. Okay. Let's look a little bit at the balance sheet at September 30, we had roughly $6.3 million of cash on the balance sheet, $21 million of positive working capital. We have only $1.2 million in interest-bearing debt obligations. And remember, those are primarily earn-out notes and the roll-up strategy for the medical billing segment.

So it's $1.2 million of interest-bearing debt obligations, and we have $48 million in equity. So balance sheet remains strong. We intend to continue the positive trends in our video and revenue segments and go ahead and make the necessary changes in the Ticketing segment to get to profitability that we all would like to see and expect. So with that, I will turn it over to Brody. He's probably got some more insight into the operating segments and what happened to us in the third quarter and what to expect in the future quarters.

See also 15 Best E-Commerce Stocks To Buy and Countries by GDP: 30 Biggest Economies in the World.

Brody Green: Yes. Thanks, Tom, and we covered off on most everything I was going to mention as well. So just a few things. He didn't mention we're €“ we still have our Shield revenue segment still up and running, and they've got some exciting traction coming up here late this year into early 2023 that we're really looking forward to in a couple of announcements we'll be able to make here soon regarding their new ventures they've got going and some new contracts that are coming due here soon. Tom obviously mentioned the excitement we have surrounding the deferred revenue and how that's growing rather quickly, and we're seeing the success of the subscription plans, $7.2 million in deferred revenue is exciting, and we only expect that to grow at the same pace it's been growing, if not faster.

So, we're looking forward to seeing that and we'll recognize that revenue quarter-over-quarter. Similarly, with TicketSmarter, Tom mentioned we're just kind of rightsizing it right now, trimming out some of those contracts that going quite come to provision like we were hoping for. But we've been focusing quite a bit on primary ticketing and becoming a primary ticketing group for a lot of these events and festivals and what not, and we have some exciting announcements we're going to be able to make here yet before the end of this year that I think will be beneficial for all of us here. And then obviously touched on the consistency in Nobility showing and how it's really starting to increase its gross margins and the plan is coming together as we expected it to.

So that's exciting to see as well. So all-in-all, we're making some corrections here, but we're also seeing some things trending in the right direction and we're very excited about here going forward and heading into 2023 as well. With that, Stan.

Stanton Ross: Yes. Thanks, Brody and Tom. Yes, a couple of things that I'll circle back to, and we'll start with the ticketing side of things. One of the things, once we acquired that platform, realizing that they normally were just a secondary market and trying to do some unique packages that put them in a primary position. And we've been able to establish quite a few of those. As a matter of fact, I think we're up to over 40 different relationships that we have that were actually the primary ticketing platform for these venues. And so with that and all the relationships we have with the secondary markets and the universities, one of the things that we established is a new entity that you will be seeing quite a bit in 2023, and that is Kustom440 Entertainment.

This is a platform that will allow us to, not only through our relationships that we have with the different theaters and amphitheaters and different stadiums and ballparks, be able to present and have our own concerts or festivals and be able to generate quite a bit of revenue and also believe that it will be very healthy bottom line. That being said, if you look at the growth that we've had with TicketSmarter and what we're anticipating with the Kustom440 marriage. Right now, I think we've identified a minimum of six concerts and we hope to have that raised up to well over 15, possibly in 2023. So being a little bit conservative. If you look at the revenue side of just those events, very, very possible another $9 million to $15 million in additional revenue from that aspect and that particular opportunity.

And that is not a very, very high risk area as there is a tremendous amount of data on the individuals that you would be bringing in to perform what they typically draw, what their typical ticket sales are. So providing you've got the right structure, venue, primary ticketing, utilize the Digital Ally security side of things with our connections for video solutions. It puts us really in a nice position to be all encompassed in regards to being able to throw these events and also maximize the return from doing those events. So real excited about TicketSmarter and Kustom440, the marriage that they would have and being able to work together. And Shield, as Brody did mention, we really do anticipate some nice announcements in the very near future on that.

It's taken a while to educate the public on the safetiness of our product, being the non-alcohol or chemical-based disinfectant sanitizer that has all the what you say, cleaning capabilities and to handle viruses and other issues that are out there, but also very safe around children, pets and food. So we do think that, that's getting a lot of momentum, and you should see some good news coming out of that as well. So anyway, I'm sure there's some questions that are out there. So we'll go ahead and open up the floor for Q&A.

To continue reading the Q&A session, please click here.