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spk07: Good afternoon, everyone, and welcome to Rival Inc's third quarter 2023 conference call. At this time, participants are in listen-only mode. A question and answer session will follow management's remarks. This conference call is being recorded. A replay of the call will be available through January 13, 2024. by calling 1-844-512-2921 within the United States or 1-412-317-6671 when calling internationally and entering access ID 101-83517. An archived version of the webcast will also be available for 90 days on the IR section of the Rival website. Before we begin, I would like to remind you that today's call contains certain forward-looking statements from our management made within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended, concerning future events. These forward-looking statements are based on the company's current beliefs, assumptions, and expectations regarding future events, which in turn are based on information currently available to the company. Such forward-looking statements include statements regarding the timing of the filing of periodic reports with the SEC and are characterized by future or conditional words such as may, will, expect, intend, anticipate, believe, estimate, and continue, or similar words. You should read statements that contain these words carefully because they discuss future expectations and plans, which contain projections of future results of operations or financial condition or state other forward-looking information. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results to differ materially from those expressed in or contemplated by the forward-looking statements, including the risk that the completion and filing of the aforementioned periodic reports will take longer than expected and that additional information may become known prior to the expected filing and the aforementioned periodic reports with the SEC. Other risk factors affecting the company are discussed in detail in the company's filings with the SEC. The company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except to the extent required by applicable laws. I will now hand the call over to Ben Erez, Chairman of Rival. Please go ahead.
spk05: Thank you, Sarah. Good afternoon, everyone, and thank you for joining us today. During the third quarter of 2023, once again, Rival delivered record financial results, the fourth consecutive quarter. Q3 top-line revenues increased nearly 64% year-over-year to $17.5 million. This also reflects an 18% sequential increase from 14.9 million in the second quarter of 2023. Revenue came in the upper end of our Q3 target range of 16 to 18 million. Our Q3 revenue was derived from transactions processing volume, which totaled 861 million and represents an increase of 28% from the second quarter of 2023. Strong growth in our international business, Rival EU, as well as growth in our North America business, resulting from the establishment of additional processing channels in the U.S. for retail and online businesses, paved the way for the record results. Rival's Chief Operating Officer, Min Wei, will provide a full breakdown of the various processing channels' performance later. Overall, we're very pleased with the steady growth trajectory and our improved margin profile.
spk04: Moving on to some key initiatives. First, for an update on Rival EU.
spk05: On the heels of receiving approval to launch SIPA from the European Payment Council and being chosen as a Visa Direct partner, Rival EU revenues So, tremendous year-over-year growth for the quarters ending September 30th, 2023 and 2022, respectively, increasing 100% and currently representing 28.5% of our total revenue. Again, with SIPA enabled, we expect rival EU to target the more than 2,000 payment service providers across 36 countries in the Eurozone. with incoming and outgoing instant transfers. Being Visa Direct Partner will allow Rivalry EU to leverage its capabilities to provide superior banking as a service offering. And we are working tirelessly on this initiative, which we believe will enable us to better serve our customers, retain their loyalty, and create new revenue streams. Once integration is complete, expected by mid-2024, we believe that the collaboration in the Eastern European region will revolutionize the way funds are transferred between accounts, offering fast, convenient, and secure transactions. It is expected that our customers will have the opportunity to send money to authorized accounts, e-wallets, and debit cards in over 80 countries across multiple currencies through Visa's extensive network. of local banking partners and experience the benefit of faster access to funds with money becoming available in many cases within minutes instead of days. We remain quite optimistic about the opportunity in Europe, and we believe we are positioned to capitalize on this important market opportunity, which also presents an important segue to the markets in Asia eventually. We continue to work with our large institutional partners on our banking as a service platform with the goal of ramping up to what we believe will be $100 million per month in transaction volume. Our banking as a service solution offers API integration and foreign exchange capability in more than 40 different currencies with local settlement. The service authorizes transactions 24 hours per day on business days and enables payouts by way of approved methods such as real-time payments and direct deposits. In addition, the service allows for the ability to readily trace transactions and reduce fraud, all while maintaining strict compliance requirements. We are excited about the long-term potential for this lucrative market we believe our technology is well-suited to tap into. Next, we would like to speak about our planned spin-off of Koinu. We initiated the process in early Q2 as part of the broad value creation strategy and truly believe it is the optimal way to drive growth potential. We're currently in the process of completing a comprehensive review with FINRA to finalize the name change of our subsidiary to Koinu. This has taken longer than anticipated, but we do expect it to be completed soon and believe that with the total review, we'll provide greater assurance to investors of the viability of the COINI business. During the third quarter, we launched the COINI mobile point of sale, MPOS app, transforming iOS and Android devices into payment terminals for secure, efficient transactions. The COINI MPOS app provides merchants with secure and convenient way to quickly add MPOS services and users through a straightforward registration process to begin accepting payments. By integrating MPOS capabilities with the COINI platform, businesses and merchants can benefit from the comprehensive and user-friendly payment system coupled with the rounded foundation of the next data release of the Coini business platform. We also have taken meaningful steps to reduce the debt on our balance sheet. During the third quarter, we entered into an exchange agreement with our holder of a rival-issued convertible note, initially in the principal amount of $100 million. To date, We have exchanged a portion of the outstanding principal and interest of such convertible notes for 6,000 shares of our newly designated Series A convertible preferred stock, resulting in a $6 million debt reduction and an increase in cash flow. A second exchange was also contemplated and received shareholder approval under the applicable exchange agreement. which would further reduce our debt by $16.7 million for a total of $21 million of debt reduction in consideration for issuance of an additional 9,000 shares of Series A convertible preferred stock. We believe this type of institutional level commitment is a major win for all rival shareholders and illustrates the conviction in our mission as a disruptive force in the digital payment landscape. We also implemented a 1 for 10 reverse stock split to increase the market price per share to better assure the maintenance of NASDAQ compliance. Operationally, we welcomed George Oliva as chief financial officer of the company. George brings over 30 years of experience as a senior finance professional with a background in corporate finance, treasury, financial planning and analysis, international tax, and strategic planning. We welcome George's capabilities in scaling public technology companies. We believe that his achievements as well as expertise in financial management of private and listed companies will make a significant contribution to the strategic operation and development of our company moving forward. To sum things up, we continue to demonstrate strong growth in our core processing business and margin improvement while making steady progress towards initiatives that we expect to further drive sustainable growth and profitability. We strongly believe in our ability to execute our strategy and to generate long-term value for our shareholders. And now to discuss the details of our financial results, I'd like to turn the call over to our Chief Financial Officer, George Oliva. George, the floor is yours.
spk03: Thank you, Ben. I'll be referring to adjusted EBITDA and other non-GAAP measures. For calculation of adjusted EBITDA, please refer to the reconciliation of this non-GAAP metric in our earnings release issued before this call, which can be accessed on the company IR website in the press release or in quarterly earnings sections. Our revenue increased by $6.8 million, or 64%, to $17.5 million for the quarter ended September 30, 2023, up from $10.7 million for the same quarter a year earlier. The change in net revenue in the third quarter of 2023 compared to the year earlier quarter was primarily attributable to significant growth in processing volume from our acquired business, Rival EU, and from a business in American Samoa. North America Q3 revenue increased 47% from 8.5 million in Q3 2022 to 12.5 million for the quarter ended September 30th, 2023. EU Q3 revenue was $5 million, an increase of more than 100% from 2.2 million in the same period last year. Cost of revenues increased by 6.5 million or 149% to 10.8 million for the quarter ended September 30th, 2023, up from 4.3 million for the year earlier quarter. Payment processing consists of various processing fees paid to gateways as well as commission payments to independent sales organizations or ISOs. They're responsible for establishing and maintaining merchant relationships from which the processing transactions ensue. Cost of revenues increased primarily due to increased volume, resulting in higher processing fees paid to gateways, commission payments to ISOs, and the cost of revenue acquired business in the US and EU. Operating expenses decreased by 0.4 million, or 4%, to 9 million for the quarter ended September 30, 2023. from $9.4 million for the year earlier quarter. The decrease was primarily due to a decrease in depreciation, amortization, and stock compensation expense, offset by an increase in general and administrative expenses. The higher general administrative expenses in the quarter of 2023 are primarily attributable to non-recurring provision for credit losses on non-continuing legacy accounts. Other expense totaled $0.6 million for the three months ended September 30, 2023, compared to $12.7 million for the three months ended September 30, 2022. Changes in the fair value of derivative liability amounted to a credit of $6.9 million for the three months ended September 30, 2023, and a charge of $4.1 million in the three months ended September 30, 2023. Interest expense for accretion of debt discount related to the $100 million convertible note issued in November of 2021 increased by $5.8 million. Additionally, we incurred a charge of $1.3 million in the quarter ended September 30, 2023 related to the conversion of the debt, and we recognize the loss of $8.1 million in the quarter ended September 30, 2022 in connection with the settlement of debt. We recorded expense. of $1.9 million relating to non-recurring legal settlements in the quarter ended September 30, 2023. In summary, the company recorded a net loss in the third quarter of 2023 of $3.1 million or a loss of $0.60 per basic and diluted share compared to a net loss of $15.9 million or $3.37 per basic and diluted share in the same quarter a year ago. In the third quarter 2023, adjusted EBITDA was positive $50,000, compared to a loss of $500,000 in the third quarter last year. We ended the quarter with cash and cash equivalents and restricted cash of $68.4 million, of which $15.8 million of that is being unrestricted cash. I'll now turn the call over to Min Wei, our Chief Operating Officer, to provide a review of the business operations and our outlook. Thank you, George.
spk01: We'll walk through our processing volumes for the verticals we serve and discuss our third quarter results and outlook for the fourth quarter of 2023. Please note that all the figures are exclusive of the Sky Financial portfolio. Our Q3 processing volume across all channels exceeded $860 million, versus our published indication of $720 to $800 million for the quarter. This is about 27% better than our Q2 2023 volume of $678 million, and an increase of about 24% from our Q3 2022 volume, not including the Sky Financial volume. Our Q3 North America acquiring business volume was $171 million, which is 17% higher than the Q2's $146 million volume, and it's 108% higher than the same period one year earlier. Q3 charge savvy processing was $42 million, or about 21% lower than Q2 2023 processing volume. When compared to the $62 million volume in Q2 2022, it is a 33% decline. The year-over-year decline is due to reduced processing from select merchant base. For our FX and international payments portfolio, including the acquired Transat Europe business and our new banking as a service offering, we processed $517 million in Q3 compared to $425 million in business volume in Q2, an increase of over 21%. This is a 52% increase from Q3 2022's $340 million. For an update on American Samoa, we continue to serve about 60% of the target merchant's market on the island. In Q3, our processing volume was about $30 million, about the same as the prior quarter, and our monthly volume is sustaining at about $10 million. With respect to Corny, we continue to execute our service deployment plan. In the US, as communicated prior, Due to the U.S. regulatory environment and digital asset banking dynamics, we adjusted our monetization path for Corning to be focused on the EU market. In Q3 and subsequent period thus far, we have successfully set up our Corning EU entity, completed capital registration, and are expecting to receive our license imminently. All of these are to enable us to onboard the first batch of business customers and start generating value soon. In the meantime, we are pleased to share that in the U.S., after taking a pause due to the above-mentioned environmental factors, we are now moving ahead with the QANI system for payment processing in the new business verticals. Our QANI merchant processing channel is now approved by our banking partner, and we expect to start the processing in the near term. Now, I'd like to turn to our outlook for the fourth quarter and the total year. With respect to processing volume in Q4, we expect to attain a range of $900 million to $1 billion. If we achieve such processing volume, we estimate that our processing volume for our fiscal year ending December 31, 2023, will exceed $3 billion. Based on Q3 revenue of $17.5 million and continuing momentum, we believe our revenue outlook of $19 to $21 million is achievable for Q4. which will bring our total year revenue to $62 to $64 million, which is ahead of our forecasted revenue of $60 million for the year. With respect to adjusted performer EBITDA, please refer to the reconciliation of this non-GAAP metric in our earnings release issued before the call. Our Q3 figure is a positive $50,000. This is lower than our targeted $1 million for the quarter, which is due to high than planned expenses associated with cost scheme fees, technology development investment, external legal spending, and administrative expenses to regain compliance. Some of these reference investments and expenses will continue in Q4, and we are estimating our Q4 adjusted EBITDA to be a positive half a million to $1 million, and our total year 2023 adjusted EBITDA to come in at negative $2 to $3 million. This concludes my remark for the third quarter and the total year. I'd like to now turn the call over to Ben Harris, our chairman, to begin our Q&A.
spk05: Thank you, Min. Thank you all for your interest and commitment to Rival. We are grateful for your ongoing support. With that, I'll begin our Q&A sessions. Now, we have received a few questions by mailers. And I'll start with those, and then we'll take questions from the floor. So first, does the company continue to expect to see higher growth in Europe? And if so, how should we think about the margins for rival EU versus North America? The EU revenues of $5 million on $500 million in processing seems much less than the North America revenues. Min will take that question.
spk01: This is a good question. So first of all, definitely we expect to see continuing growth of revenue in Europe. When it comes to a margin for EU versus North America, I think it's a good reservation that EU revenue with $5 million versus $500 million processing volume seems to be lower than the same ratio. compared to the North America ratio. That's simply because in the case of the European market, our revenues primarily come from acquiring business and banking and service offering, as we mentioned earlier. The acquiring revenue for European markets is comparable in terms of ratio to volume when compared to North America acquiring business. However, we do have currently lower Revenue to volume ratio for the banking as service offering You know part of which is due to the fact that we are still in the early phase of rolling out the services in the EU market And we're still testing the you know, the pricing points, you know for the new service offering, you know, we we expect to adjust This kind of ratios as we continue to move along to ensure we achieve a good balance, you know between reasonable pricing to revenue and profitability for the business Thanks, Ben.
spk05: Question two. What is the progress of the COINI spin-off and what remains to be completed to finalize the transaction? So I did cover that in my remarks. I'll just reiterate and say that we are fully committed to the process and intend to complete it as quickly as FINRA will allow us to do so.
spk04: The next question, what would the recent NASDAQ standard deficiency issue create as a potential blocker for the COINI spin-off?
spk05: So the two are unrelated. The NASDAQ Standard deficiencies are a known issue and will be dealt with within the NASDAQ organization and the hearing panel during January, the upcoming January. COINI is not currently a NASDAQ entity. It is an OTC spinoff and therefore under FINRA rules. Next question is, what is the status of Rival completing its transition to the network firm?
spk01: I'll answer the question. First of all, technically, we have completed our system efforts to migrate from network firm to Trust Explorer, which is a technology formerly owned by the testation service provider However, from a service implementation point of view, as we continue the rollout of COINI service offering, we'll introduce that feature in due time.
spk04: Thank you, Min.
spk05: The next question is with regards to COINI revenues. Can you comment on whether Rival is generating revenue year-to-date from Koine since it went operational, and what those are if material?
spk01: Thank you for the question. First of all, we do have some immaterial revenues from the service fees from the Koine ecosystem since it went live and became operational. As I covered during my earnings remarks, in the U.S., as also we communicated prior, given that the fallout of FTX and also the banking industry's risk appetite for digital asset banking, we took a pause for Corny in the U.S. market, but as I mentioned earlier, now that we have approved by our banking partner, we are now about to move out to you know, make sure that we can process, you know, for our business customers in the U.S. in the approved verticals. So we expect to ramp up revenue in the U.S. And also, as I mentioned earlier, doing the earnings remarks, we now have gained, you know, set up the entity in European market. We finished the registration of capital. We actually are getting our license, you know, this week. So we're also about to roll out the services and ensure that we earn revenue for Koine in the EU market as well.
spk05: And I will add to that that a lot of Koine activity depends on the spin-off, and one spin-off gives us the go-ahead. We'll publicly discuss what that business looks like and its potential.
spk04: Next question.
spk05: Does the company intend to hire senior leadership role to fill vacancies in sales and marketing?
spk01: That's the easiest question. The answer is yes. We intend to, as we continue to grow momentum into existing verticals as well as new verticals we have for 2024, we plan to fill the vacancies we have.
spk05: And a related question, how does the company feel about its current staffing level to support the growth of the organization? Are customer support and operations roles adequate to respond to customer inquiries as well as initiative and efficiencies to support growth?
spk01: So we appreciate the comment there. For a business to build sustaining success together with our business partners, with our business customers, we always maintain satisfactory merchant experience, customer experience at the forefront of our operations. So yes, we do maintain adequate resources to support the current business as well as anticipated business growth. you know, we are always very conscious to strike a good balance between the right resource level to, you know, cost and to ensure that we also fulfill obligations for our shareholders.
spk05: Thanks, Bill. The final question that was submitted in writing prior to the call pertains to legal proceedings with regards to the Sky Financial. There's not a lot that we can discuss publicly today about this process. It's ongoing, and it's being handled by our professional teams. We will disclose any progress on that front as appropriate and when the time comes. With that, operator, we'll move to questions from the floor. Go ahead, Liz.
spk07: Thank you. To ask a question, you may press star, then 1 on your touchtone phone. If you're using a speakerphone, please pick up the handset before pressing the keys. To withdraw your question, please press star, then 2. At this time, we will pause momentarily to assemble our roster. Our first question comes from Kevin Dibbs with HC Wainwright. Please go ahead.
spk02: Afternoon, gentlemen. Kevin Deedy. Hey, Kevin. Hi. Thanks for having me on. I've got a few questions. Cut me off whenever you think it's reasonable. We'll try. First of all, I just wanted to say, Ben, that I appreciated real people and not an AI bot, so thanks for doing that.
spk05: You're part of the reason that we did it this way. Unfortunately, we all have colds, so you suffer the other way. But hopefully people will appreciate the effort.
spk02: I certainly do, and I agree. Hopefully they will. First off, can you help me understand the app that you're developing with Koini and how we should look at it, say, vis-a-vis Square?
spk05: Okay, so for that, I will invite a new speaker. That's Freddy Nisan, CEO. Go ahead, Freddy. Thank you, Evan.
spk00: Thank you for the question. Koine mobile app was designed to replace the traditional credit card processing to e-wallet. They allowed us, the Koine, to... receive payment in a closed loop, very similar like you mentioned, Square, but with instant pay and reducing risk, fraud, and allow the merchant to receive payment from a customer that went through KYC, meaning know your customers, so we can show the merchant as well who is on the other side, if it's a good customer or bad customer, and allow us to monitor the network. and everything that goes through that network. So the M-POSE is a first step in entering the retail space with our new technology and then open up other cool stuff with that technology.
spk02: Okay, thanks, Freddy. The convertible note, I think it was hard to see how debt levels slid a little bit, maybe George can point me in the right direction. Or maybe that conversion was post-September?
spk04: I'll let George take that.
spk03: Go ahead, George. The Series A is in two tranches. The first was in July, and the second needed board approval. And we recently got that in the shareholder meeting. And so I don't think that one is completely reflected yet. But it will be shortly.
spk02: Okay, so we should see year-end financials.
spk03: Yeah. Yeah, so the current balance sheet only shows the July transaction. So the total was, I believe, $21 million, and we only show $6.7 million total. as in these financials.
spk02: Okay, thanks. That helps. Maybe Freddie or Min can help me understand this, Ben. Why is it that the integration into Visa's back end takes the better part of a year?
spk04: Freddie will take that.
spk00: That's a great question. Actually, the the time that it takes to integrate is not on our side. It's actually on the visa side. As you go through the compliance process and integration process, each country has its own compliance. So to open up all of those locations that we want to operate in, for example, Colombia or South America or Canada, it doesn't matter. Each one requires... separate compliance process from Visa to be able to operate in the space. What I can tell you that the great news about that relationship, even though we're trying to finish all of that in a shorter period of time, is that he allow us to do as well the high risk to Visa. And that means something that nobody else offer like gaming and send money instantly globally. And we are very excited about it, and we'll do our best to overcome the time by trying to accelerate the process. But that depends on Visa, not on us.
spk02: Okay, thanks for helping me see that better. My understanding was one of the advantages that you bring to the integration is your understanding of the end customer and creditworthiness. I'm wondering how you've been able to develop a database in countries that you haven't necessarily operated in before.
spk00: And that's part of the technology and KYC. So as we're onboarding customers and we're verifying who they are, we're getting a better understanding of the demographic and the people we're serving. On the other side of it, we require from our partners different companies that are utilizing our service to create their own KYC and understand who the client is as well so we can work together in servicing them. So it requires a little bit more work than a traditional business, but we have the technology and the partnership to do so.
spk02: As the integration process goes forward, will you be able to offer maybe more insight on the progress you're making?
spk00: You mean by integration with Visa or in general?
spk02: Well, first with Visa because, I mean, would we see maybe like the number of countries that you have working on the platform or an increase in international revenue? How do you think we should look at it?
spk00: Oh, absolutely. The moment this vertical will be available, we're going to share more details specifically on which countries we operate in with Visa and What is the volume in each country that will be easier for us to educate the market with? But at the moment, because it's just in the integration stage and we cannot share any more details.
spk02: I'm going to switch quickly just to America Samoa. The idea of that closed-loop system, at one point, maybe two, three quarters ago, you saw an opportunity to – take that technology, show it to other markets, and hopefully pick up other customers. So I'm wondering how that process is progressing and maybe a little bit on why you think adoption has stalled out at 60%.
spk01: So, Kevin, I'll answer the questions as a man. You know, great question again. You know, there are really probably two, three parts of the question, right? You know, first of all, we continue to work very closely with our partner on the island, the Territorial Bank of American Samoa, to ensure that we provide great services to the merchants on the island. You know, at the moment, you know, we are going through further planning with them. There are a couple of major developments. You know, one of them is we introduced the mPaaS solution. I think this is actually a very ideal solution for the island, for the business and the users on the island because it does provide a very slick way for us to, you know, make the, you know, a conversion from a conventional, you know, PaaS solution to something that's very easy, less restrictions quite quickly, right? So that's point number one. Point number two is, as we previously mentioned, American Samoa Island is a very contained environment to allow us to test corny. And we've been working very closely with our partner on the island. As a matter of fact, we presented a proposal for their 2024 plan to vote it out. So that obviously would go through the required government approval. And we are very optimistic that we'll move ahead. in the new year that's really going to transform the payments experience on the island. Hopefully, those two parts together will help answer the question. The conventional way of processing is plateauing a little bit because there are better ways to do it, and we have a plan to do it together with our partner there.
spk02: Thank you, Min. That helps a lot. One little hole for me, I didn't quite understand. 861 million total processing, 517 in the U.S. and 171 in Europe. But there just seems to be a gap between those two figures and the 861. What am I missing?
spk01: Yeah, so Calvin is actually the reverse figure. is 500 plus million out of the European market, and 171 for the North American acquiring business, 42 million for Charge Savvy, and about 30 million for American Samoa. And then, yeah, they are probably a couple other pieces, but those are the major pieces in the equation, as I mentioned. went over in my session. Okay.
spk02: Got it. Thanks, Min. I'll leave the floor back to you, Ben. Thank you.
spk04: Thanks, Kevin. Sarah, go ahead.
spk07: Showing no further questions, I'd like to turn the conference back over to Ben Ayers for any closing remarks.
spk05: Okay. Thank you all for submitting questions and your interest in Rival. So, Sarah, back to you, and you can close the session.
spk07: Thank you. This concludes today's conference call. You may now disconnect.
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