safe harbor statementcontent.stockpr.com/fusionconnect/db/presentations/2684/...• q1 2015:...
TRANSCRIPT
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Statements in this presentation that are not purely historical facts, including statements regarding Fusion's beliefs, expectations, intentions or strategies for the future, may be "forward-looking statements" under the Private Securities Litigation Reform Act of 1996. Such statements consist of any statement other than a recitation of historical fact and can be identified by the use of forward-looking terminology such as “may”, “expect”, “anticipate”, “intend”, “estimate” or “continue” or the negative thereof or other variations thereof or comparable terminology. The reader is cautioned that all forward-looking statements are speculative, and there are certain risks and uncertainties that could cause actual events or results to differ from those referred to in such forward-looking statements. This disclosure highlights some of the important risks regarding the Company’s business. The primary risk of the Company is its ability to raise new and continued capital to execute its comprehensive business strategy. There may be additional risks associated with the integration of businesses following an acquisition, the Company’s ability to comply with its senior debt agreements, concentration of revenue from one source, competitors with broader product lines and greater resources, emergence into new markets, natural disasters, acts of war, terrorism or other events beyond the Company’s control, the termination of any of the Company’s significant contracts or partnerships, the Company’s inability to maintain working capital requirements to fund future operations or the Company’s ability to attract and retain highly qualified management, technical and sales personnel, and the other factors identified by us from time to time in the Company’s filings with the Securities and Exchange Commission, which are available through http://www.sec.gov. However, the risks included should not be assumed to be the only things that could affect future performance.
Safe Harbor Statement
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Company Overview
• Leading provider of integrated cloud services to SMBs and enterprises
• Cloud Communications: Cloud Voice, Unified Communications, Contact Center
• Cloud Connectivity: Access to the Cloud, Internet Access, Data and Managed Network Services
• Cloud Computing, Storage-as-a-Service and Cloud Security
• Approx. 10,800 business customers with low churn of 1.1%; ARPU of $518 and >90% of revenue contracted and recurring
• Advanced proprietary cloud services platform, extensive cloud network, and robust infrastructure and delivery systems
• Full-year 2014: revenues of $92.1 million and Adjusted EBITDA of $11.2 million
• Q1 2015: revenues of $25.3 million and Adjusted EBITDA of $2.5 million
• Distinguished Board, Advisory Board and management team drive high value opportunities
• Approx. 24% of the company owned by officers and directors
• Ticker: FSNN
$42 $42 $44
$61
$92$101
$20
$50
$80
$110
2010 2011 2012 2013 2014 Q1
2015*
-$4.5-$3.8 -$3.4
$2.1
$11.2 $10.0
-$6.0
$0.0
$6.0
$12.0
2010 2011 2012 2013 2014 Q1
2015*
Total Revenue ($M)
Adj. EBITDA ($M)
* Reflects annualized results for Q1 2015
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• Global Cloud Services market expected to grow from $155 billion to $244 billion in 2017*
• Communications and IT industry forecast to grow cloud services spending at a CAGR of 39% from 2014 to 2018**
• Software-as-a-Service (SaaS) represents 70% of overall cloud services; forecast to reach $56 billion by 2018**
• Infrastructure-as-a-Service (IaaS), including cloud computing and storage, remains fastest growing cloud services segment, up 42% in 2012 to $6 billion**
• Cloud Communications
• Total cloud-based voice and unified communications (UC) services forecast to double between 2012 and 2016, growing to $83 billion in 2017 ***
• Cloud Computing
• 2014 business spending for infrastructure and services related to the cloud will reach an estimated $174 billion, up 20% from 2013****
• Large enterprise spend on cloud services forecast to reach $50 billion by 2018****
The Future Is In The Cloud
* Gartner
** Businesswire
*** Infonetics
**** Investors.com
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Businesses are increasingly migrating to the cloudand must pursue a holistic/cohesive cloud strategy
• Cloud dramatically changes the way people communicate and collaborate in the workplace
• Replaces Capex with predictable pay-as-you-go Opex models
• Simplifies and reduces IT infrastructure, staffing, resources and expense
• Delivers future-proof solutions that remove end of life and technology upgrade concerns
• Better insight and visibility in order to anticipate and respond to changing market conditions
• Frees companies to focus on their core business
The Cloud Is Truly Transformative
Unlike other providers, Fusion is a single resource foran entire suite of integrated Cloud Solutions enabling
maximum efficiency and cost-savings for our customers
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• Leader in delivering a full suite of integrated Cloud solutions, not just individual products
• Redundant, advanced proprietary cloud services platform delivers solutions for companies of all sizes; allows for rapid scalability and deployment of applications with built-in business continuity
• Robust network delivers connectivity to the cloud for stickier, higher margin business
The Fusion Difference
• Connections to the Cloud ensure quality of service and enhanced security to support higher value enterprise solutions
• Solutions are increasingly customized for vertical markets to further differentiate value
• Better than average ARPU and lower than average churn delivers higher value customers
• Proven success acquiring and integrating acquisitions
• Experienced Board and management team drive high value opportunities
• Significant insider ownership
Fusion is the “only UC company that provides [businesses with] Infrastructure as a Service... and other [cloud] capabilities, including the ability to create their own Cloud.” - Forbes
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• Organically grow the revenue from the business services segment
• Direct and indirect channel sales efforts
• Up-sell solutions to existing base
• Secure large scale strategic distribution partners
• Leverage management, board and shareholder relationship network to accelerate growth
Our Strategy
• Growth through verticalization
• Develop vertically oriented solutions to expand revenue opportunities and further differentiate service suite (healthcare, legal, hospitality and real estate)
• Enter into strategic partnerships to expand vertical cloud services product portfolio
• Acquire Cloud Services companies
• Expand customer base
• Add additional products and services
• Gain scale of operations and leverage existing infrastructure
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• Large and fast growing marketplace
• Highly fragmented landscape
• Most providers typically offer a limited product set and regional geographic coverage
• Many smaller firms lack the financial and operational resources to expand
• Cross marketing synergies and economies of scale make acquisitions an attractive vehicle to enhance Fusion's growth profile
• Fusion acquired its first Cloud Services business in October 2012 and fully integrated it within 120 days; now has the staff, experience and technical infrastructure to efficiently tuck in additional acquisitions
• Fusion successfully acquired its second Cloud Services business on December 31, 2013 and its third one in October 2014
Acquisition Opportunities
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Cloud Services Acquisitions
Name NBS Broadvox PingTone
Business Description
Cloud communications and cloud connectivity provider
Cloud communications and cloud connectivity provider
Cloud communications and cloud connectivity provider
Revenue $26.5 million $32.7 million $8.1 million
% Recurring 95% 93% 90%
Gross Margin 50% 65% 62%
Synergies Approximately $2 million Approximately $2.7 million Approximately $1 million
Customer Count 3,300 customers 6,900 customers 300 customers
Purchase Price $19.6 million $32.1 million $10 million
Purchase MultipleUnder 1x revenue and 3x Pro Forma EBITDA
Under 1x revenue and 4x Pro Forma EBITDA
Under 1.3x revenue and 5x Pro Forma EBITDA
Acquisition Dates October 2012 December 2013 October 2014
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Cloud Services
Cloud Connectivity
Cloud Communications
Secure Cloud Access
• Robust national network delivers diverse connections for secure, high quality connections to the Fusion cloud
• Ensures high quality connections, direct monitoring and maintenance to support enterprise solutions
• Allows for stickier recurring revenue and higher margin solutions
Data & Managed Services
• Network solutions for access and data requirements through 100 Gbps
Cloud Voice and Unified Communications
• Increasing productivity and reducing costs with effective, device-agnostic communications solutions
• Connect workers from the desktop to any smartphone or tablet, turning mobile devices into an office extension
Contact Center Solutions
• Strategic, exclusive partnership with TFB allows Fusion to deliver customizable enterprise solutions to the mid-market
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Cloud Services (Continued)
Cloud Storage
Cloud Computing
Private or Hybrid Cloud
• Flexible, scalable solution reduces infrastructure, real estate and IT staffing burdens
• Server consolidation and management
• Faster, easier, cost-effective deployment of new mission-critical applications
• Burstable bandwidth options to meet explosive data growth
• Removes obsolescence concerns
• Pay as you grow, with predictable billing
Storing, Protecting and Managing Explosive Growth in Data
• Integrated cloud platform solution, with secure access and Storage-as-a-Service built in
• Disruptive Opex pricing model with lower TCO
• Delivers higher data resiliency and superior scalability
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Cloud Services (Continued)
Cloud Security
Cybersecurity: enabling secure migration to the Cloud
• NSA-certified Stealth Security solution developed for the DOD protects data in motion as well as at rest by cloaking strategic assets
• Simplifies security management and enhances agility and control, reducing network and infrastructure costs in the process
• Future-proofs security investments: easily scales to emerging needs and adapts to change
• Strong partnership with Unisys
Cloud Unified Threat Management (UTM)
• Fusion UTM provides network-based security, content filtering and cost-effective VPN
• Cloud-based managed firewall, content filtering, antivirus/antispyware, intrusion detection/prevention systems and remote office firewall security
Secure Mobile Device Management
• Manages mobile devices across multiple platforms including iOS, Android and Windows across the enterprise in “BYOD” environments
Identity and Access Management
Risk and Compliance Management
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• Fusion provides voice services to carriers worldwide
• Transports over one billion minutes per year• Contracted with over 300 carriers worldwide
• Ensures high quality and low cost structure for corporate service offerings
• Ability to provide corporations with global product offerings such as international private networks, Internet Access and VPNs
• World class customer base
• Advantage over most Cloud communications providers
Carrier Services
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Our Cloud Network Advantage
• Engineered to maximize reliability, performance and scalability
• 14 POPs across the U.S.
• Automatic failover ensures business continuity
• Best-of-breed equipment and a next-generation core, built to meet future bandwidth demands
• Interconnections with over 300 carriers drives down network costs and delivers additional services for stickier, high margin business
• Built-in intelligence enables proactive monitoring and maintenance
• Two live, U.S.-based NOCs provide 24x7x365 monitoring and technical support
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Management Team
Matthew Rosen – CEO
Formerly President of the Northwest and New England Operations for Expanets, a $1.3 billion nationwide roll-up of
voice and data networking companies; an investment banker in Merrill Lynch’s corporate finance department,
where he worked on over $1 billion of debt, equity and M&A transactions; and the Director of Operations for Oxford
Health Plans, a $4 billion healthcare company.
Don Hutchins –
President, COO, and
Acting CFO
Formerly President and CEO of SwissFone, a $100 million international carrier; President and CEO of STAR
Telecommunications, an $800 million communications carrier; a consultant on strategic planning, M&A, and
integration to over 100 communications companies; interim CEO/COO for ten companies; and founder of Telecom
One. He also held positions early in his career with MCI, McDonnell Douglas, and AT&T, and was a founder of
ASCENT and ECTA.
Jan Sarro – EVP
Corporate Marketing and
Business Development
Formerly President of the Americas for Viatel, a global, facilities-based carrier where she built a $300 million
business and carrier organization to market Internet access, corporate networks and international voice services to
multinational corporations in the U.S. and Latin America. She also held senior executive marketing and sales
management positions at Argo Communications, FTC Communications and TRT Communications, and WorldCom.
Jon Kaufman – Chief
Strategy Officer
Formerly Chief Executive Officer of NBS, a cloud services provider founded by Mr. Kaufman, from its inception in
1998 through its acquisition by Fusion in 2012. In 1984 Mr. Kaufman founded Target Telecom Inc., a
communications service company, and served as its CEO until the sale of the business to WorldCom in 1996.
Russell Markman –
President of Business
Services
Formerly President of NBS, a cloud services provider acquired by Fusion in 2012. Previously, Mr. Markman served
as Sales Director of RCN Corporation, where he built and managed its channel distribution division. Prior to RCN,
Mr. Markman was the founder and President of National Calling Plan, Inc., which he sold to RCN in 1999, as well as
President of Associated Telephone Design and Executive VP of Galaxy Communications.
Tom Durkin - Chief
Technology Officer
Formerly VP of Technology and Business Development for Global Cloud Xchange (formerly Reliance Globalcom), a
multibillion dollar cloud services and technology company. Previously he served as SVP of Engineering and
Operations at Pacific Gateway, a $400 million communications services company, and VP of Engineering and
Operations for WorldCom.
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Board of Directors
Marvin Rosen
Chairman of the Board, Partner at Greenberg Traurig, Formerly Finance Chairman under
President Clinton, Chairman of the Florida Housing Finance Agency, Director of Terremark
Worldwide until purchased by Verizon.
Matthew Rosen see Management
Philip Turits Co-Founder and Treasurer, Former Treasurer of Larry Stuart, CEO of Continental Chemical
Larry BlumFormer Senior Partner of the Florida Region of Marcum LLP (Marcum Rachlin), Managing
Partner of Rachlin LLP, litigation advisor and member of the Florida Bar.
Alan BrumbergerFormerly Managing Director Drexel Burnham, Managing Director of Shearson American
Express, and President and CEO of Shearson’s international Investment Banking business.
Michael Del GiudiceChairman of Rockland Capital and Board member of Con Edison, Formerly board member of
Barnes and Noble; Chief of Staff for Mario Cuomo and General Partner at Lazard Freres.
Paul O’BrienFormer President and Chairman of New England Telephone (Nynex), Advisor to Sovereign
Bank.
Jack RosenCEO of Rosen Partners; Hudson Institute Board Member; Chairman of the American Jewish
Congress.
William RubinPresident of the Rubin Group, providing lobbying and marketing services for clients before local
governments, as well as Florida's Legislative and Executive Branches of State Government.
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Advisory Board
John H. SununuChairman of the Advisory Board, Former three term Governor of New Hampshire; Chief of Staff
for President Bush and Counselor to the President.
Fred SalernoBoard member of CBS, Viacom, Popular Inc., Intercontinental Exchange and Akamai; Former
Vice Chairman and CFO for Verizon.
Ken Sunshine
Founder and Partner of Sunshine Sachs, providing public relations services to Fortune 500
corporations, labor unions and political figures, and to some of the biggest household names in
the entertainment, music and sports industries. Formerly Chief of Staff for former New York City
Mayor David Dinkins.
Tonio Burgos
Former Director of Executive Services for the Governor of New York; Commissioner of the Port
Authority of NY and NJ; Director of the Path Commuter Rail System; Vice Chairman of the NJ
Economic Development Authority; member of the School Construction Corporation.
Vice Admiral Al
Konetzni, USN (ret)
Commissioned in 1966 and served through 2004. Board member of Simulex, Larry King Cardiac
Foundation, Tompkins Builders, American Shipbuilding Suppliers Association, Pennsylvania State
University Applied Research Laboratory.
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Total Revenues ($MM) Adjusted EBITDA ($MM)
Financial Trend
$42 $42 $44
$61
$92
$101
$20
$45
$70
$95
$120
2010 2011 2012 2013 2014 Q1
2015*
-$4.5-$3.8 -$3.4
$2.1
$11.2$10.0
-$6.0
-$3.0
$0.0
$3.0
$6.0
$9.0
$12.0
2010 2011 2012 2013 2014 Q12015*
* Reflects annualized results for Q1 2015
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Statement of Operations
($000 except per-share) Q1 2015 Q1 2014 FY 2014 FY 2013
Total Revenues $ 25,263 $ 22,905 $ 92,053 $ 61,497
Gross Profit 11,250 10,676 42,454 18,779
Gross Margin 44.5% 46.6% 46.1% 30.5%
Depreciation & Amortization 3,003 2,567 11,005 3,572
SG&A 9,736 5,692 33,224 18,756
Operating (Loss) Income (1,489) 289 (1,775) (3,549)
Interest Expense (1,607) (1,395) (5,988) (2,638)
Change in FV of Derivative (1,204) 2,610 5,162 (598)
Other 37 (41) 60 (1,128)
Tax Provision 0 21 26 52
Net (Loss) Income (4,263) 1,442 (2,567) (5,082)
Preferred Dividends in Arrears (419) (442) (1,746) (402)
Net Loss to Common (4,683) 1,000 (4,313) (5,484)
Basic and Diluted Loss Per Share $ (0.49) $ 0.02 $ (0.92) $ (1.22)
Wt. Avg. Common Shares – Basic & Diluted 8,160 6,079 7,132 4,501
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Consolidated Balance Sheets
($000) 3/31/2015 12/31/2014
Cash & Equivalents $ 5,356 $ 6,445
Accounts Receivable 6,912 7,088
Prepaid Expenses and Other Current Assets 1,224 928
Total Current Assets 13,493 14,460
Property & Equipment, Net 13,794 13,479
Goodwill, Intangibles and Other Long Term Assets 43,909 45,809
Total Assets $ 71,196 $ 73,747
Accounts Payable & Accrued Expenses $ 10,392 $ 10,472
Notes Payable and Other Current Liabilities 2,122 1,887
Total Current Liabilities 12,513 12,359
Notes Payable 44,453 44,260
Derivative Liability and Other Long Term Liabilities 5,044 3,840
Total Liabilities 62,001 60,458
Total Stockholders’ Equity 9,195 13,290
Total Liabilities & Stockholders’ Equity $ 71,196 $ 73,747
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Capitalization
Approx. 24% of the company owned by officers and directors
Senior Debt $45,860,382
Subordinated Debt 1,478,081
Total Debt $47,338,463
Shares Outstanding
Fully Diluted Common Shares
Common Stock 7,518,900 7,518,900
Series B-2 Convertible Preferred Stock 21,298 4,259,600
Series A-1, A-2 and A-4 Convertible Preferred Stock 5,045 164,547
Common stock purchase warrants 4,119,657
Outstanding stock options 688,812
Total dilutive shares 16,751,516
March 31, 2015
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• Large and rapidly growing market opportunity
• Compelling strategy and transformative product suite
• Experienced team with solid track record of execution
• Strong momentum
• Well positioned for substantial organic growth
• Highly fragmented market offers solid growth opportunities through acquisitions
• Attractive valuation based on comparable analysis
Why Fusion?
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Corporate Headquarters
Matt Rosen, CEO
420 Lexington Avenue, Suite 1718
New York, NY 10170
www.fusionconnect.com
Investor Contact
Brian Coyne, VP Investor Relations & Financial Planning
(212) 201-2404
Contact Us