Akerna Corp.

Good morning and welcome to Akerna's first quarter 2022 financial results conference call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question and answer session. At that time, if you have a question, please press the 1 followed by the 4 on your telephone keypad. If at any time during the conference you need to reach an operator, please press star 0. As a reminder, today's conference is being recorded. At this time, I would like to turn the call over to Peter Seltzberg, Investor Relations for Akerna. Please go ahead.

Thank you, and welcome to today's first quarter-ended March 31st, 2022 conference call. On the call today are Jessica Billingsley, CEO and Chairman of Akerna, and John Fowles, CFO of Akerna. Before management begins with formal remarks, I'd like to remind everyone that during this conference call, certain statements will be made that are forward-looking within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Words such as estimates, projected, expects, anticipates, forecasts, plans, intends, believes, seeks, may, will, should, future, propose, and variations of these words or similar expressions or versions of such words or expressions are intended to identify forward-looking statements. These statements include but are not limited to statements regarding the future growth and prospects for Akerna and statements regarding expected future revenue recognition. These forward-looking statements are not guarantees of future performance, conditions, or results and involve several known and unknown risks, uncertainties, assumptions, and other important factors which could cause actual results or outcomes to differ materially from those discussed, including risks related to changes in the cannabis market and risks related to the impact of the COVID-19 pandemic. These risk factors are more fully described in the current filing for the Securities and Exchange Commission. Forward-looking statements speak only as of the day they are made. Akerna undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Now, without further ado, I'd like to turn the call over to Akerna's CEO, Jessica Billingsley. Jessica, go ahead.

Good morning, everyone. Thank you for joining us. Today, we reported our first quarter financial results for 2022. And I'm pleased to state we have posted our fourth consecutive quarter of top line growth, highlighted by software revenue growth of 71% year over year, total revenue growth of 73% year over year, and a current revenue run rate now in excess of $27 million. John will cover the specifics for our financials in his remarks shortly. On today's call, I would like to first continue our emphasis on our key performance metrics. Committed annual recurring revenue, or CARR, growth in bookings, and growth in client transactions. I'll clarify each of these metrics, explain why they are important, and how we are performing. Secondly, I'll provide an update on the three industry drivers we believe are propelling the cannabis economy forward. Operator consolidation, U.S. federal actions, and finally, international countrywide legalization. I'll clarify each of these drivers and how they have progressed since we first discussed them a year ago in our 2021 Q1 earnings call. And I'll share how they've impacted our operations and target markets. Starting with metrics, most of our revenue today is comprised of subscription revenue. As a result, the most important metric we track to measure our present success is our total CARR, or the total amount of contracted recurring revenue for which clients have signed contracts. Our CARR was $21.1 million as of March 31, 2022, which represents a 35% increase year-over-year. In regards to bookings, this equates to the dollar amount of new signed software contracts, the value of which will be recognized over the life of the contract. We consider growth in bookings to be a near-term leading indicator of our performance. Our Q1 software bookings were $2 million, another record for Akerna, which represents an increase of 100% year-over-year and 33% sequentially, indicating increasing growth. Turning to our third metric, client transaction growth, which we believe is the single most important long-term indicator of our true market share. We are pleased to report our transaction growth continued in the first quarter of this year with more of the industry running on Akerna as we posted 16% growth in volume and 49% growth in amount. Our clients continue to scale in two ways, expansion through acquisitions during the overall consolidation of the market, and same facility growth. For example, more consumers are visiting a given retailer dispensary for the first time, and they're also repeating their visits more frequently. These numbers demonstrate our footprint is growing, and more of the industry is running on Acronis. Our transaction growth provides a future revenue catalyst as regulatory changes bring opportunities to monetize transaction volume, including through retail and wholesale payment opportunities. Having highlighted our continued performance as measured by key metrics, I'll move on to our industry drivers, starting with consolidation. Consolidation is an inevitability in any emerging industry. And in the cannabis landscape, it's most directly related to operator expansion into new states and or their scaling of operations within existing states. Regardless, consolidation among operators who are also rapidly scaling drives the need for technology adoption, the need for compliance within every market in which they operate, and the need for robust accounting, tax planning, and reporting analytics across all facilities. Simply put, consolidation drives the need for Acuna's ecosystem to reduce the complexity of managing their businesses, empowering operators in an increasingly competitive market with the most efficient and compliant tech platforms to support their rapid growth and expansion. Additionally, we are often converting one or two locations at a time as operators implement across the organization, which translates into a healthy pipeline of backlog for Acuna. With 800,000 of CARR currently in backlog and understanding the existing footprint and purchasing nature of our clients, we feel confident that over time, if we did nothing else other than serve our existing market, we could grow our business by 30% on an annual basis by cross-selling and upselling existing scaling clients into our mid-market and enterprise solution. When making any forward-looking statements in the cannabis economy, we must consider our second industry driver, U.S. federal action. With public support for federal legalization continuing to grow in our country, I will highlight the latest regulatory actions and I'll reiterate how legalization impacts are current. Last month, on April 1st, the U.S. House of Representatives passed the Moore Act, a bill that would end the federal prohibition on cannabis by removing it from the list of banned controlled substances. This is the second time this bill has passed the House. And this time, it is joined by the introduction of the Republican-led Comprehensive States Reform Act in the House and Democratic-led CAOA bill drafted in the Senate. While it is an important landmark achievement to have multiple such comprehensive bills proposed, including those led in both houses and by both major political parties, I'll underscore our statements made in previous quarterly reports that legalization will most likely be passed in pieces. that will resolve specific issues within the industry instead of by sweeping legalization. These bills will likely serve as a foundation from which pieces may be pulled and passed. As of today, 38 states have legalized medical cannabis, and 18 states have legalized recreational usage. Nearly every cannabis-related ballot measure put to voters has passed, including those in conservative states Mississippi, Montana, and South Dakota. Additionally, state legislatures in New York, New Mexico, and Virginia have approved bills to legalize cannabis for recreational use. As we look at the impact to occur of legalization, either at the state or federal level, it's important to note how it positively impacts three areas of our business. In order of when these opportunities become available, each new state generally does the following. First, It provides an opportunity for our track and trace product to become the official state system chosen by the state's regulatory agency. Next, it opens the door for licensee candidates to use our professional consulting services to ready their applications and their business operations. And lastly, it opens a new market for software sales to operators. Bottom line, legalization creates regulatory complexity and a surge of operators, governments, and brands requiring leading compliance, scalable technology, and a robust ecosystem such as Akerna's that has been methodically architected to ensure all players have the tech they need to scale successfully. Looking at the international landscape as our third industry driver, as we mentioned in our recent annual shareholder letter, we believe our existing clients headquartered in North America, with their experience and access to capital, are in a position to capture a large portion of the market expansion potential. Akerna's technology systems are poised to expand with them as they extend their footprint. Innovation and a growth mindset have always driven the architecture of our ecosystem. From our inception, we have taken care to construct a robust platform solution that would not only address the needs of the small to medium-sized business segments, but also those of the growing enterprise market. This decision allows us to grow with our clients as they scale from our startup business solutions into our larger business offerings. We focus on providing the network that connects our applications with our solutions for compliance, payments, and integration. This structure enables our clients to custom select the ecosystem connected suite of products and services right for them, at this point in their growth journey. In closing, our current, near-term, and long-term leading indicators all indicate good progress heading into the second quarter and balance of 2022. And we believe we have secured and continue to secure the right strategic partnerships for the business while we have designed our systems to solve some of our clients' biggest challenges by reducing their complexity. Now, I'll hand the call over to John, who will take us through the details of our financial results. John, please take it from here.

Thanks, Jessica. This morning, I'll provide an overview of our financial results and key business metrics for the first quarter ended March 31, 2022. As a reminder, these results are discussed in further detail in our Form 10-Q. Financial results reported today are preliminary. Final financial results and other disclosures will be reported in our quarterly report on Form 10-Q and may differ materially from the results and disclosures today due to, among other things, the completion of final review procedures, the occurrence of subsequent events, or the discovery of additional information. We encourage you to review the filing in detail. Q1 was another solid quarter for Akerna. Total revenue was $7 million, another record for the company, up 73% year-over-year, Gross profit increased to 4.7 million in the first quarter, up 85% year-over-year, and gross margin increased to 68% in the first quarter, from 64% in the same quarter last year. We continue to invest in our technology platform, and we are prepared for what we anticipate will be another year of consolidation among the top players and continued growth in the industry. We continue to experience improvements in customer retention and growing volumes to our platform. Churn has improved by 21% compared to prior year, while consolidation continues, with many of our larger clients significantly increasing our footprint. Our average B2B deal size has also increased by 40% year-over-year. B2B transactions tracked in our system increased by 49% year-over-year, and transaction volume was up 16% year-over-year, while retail order spend was up 6% against the same period in 2021. Now I'll review the financial results for the quarter. As a reminder, some of the metrics are non-GAAP. A reconciliation of GAAP to non-GAAP financials is included in our earnings press release and posted on our investor relations website. We encourage you to review the reconciliation there, as well as our financial statements for the quarter ended March 31st, 2022, contained in our Form 10Q to be filed with the SEC. Total revenue increased to approximately $7 million, up 73% compared to prior year, driven largely by accelerating software growth. Software revenue of $6.5 million was up 71% year-over-year, representing 94% of total revenue, compared to $3.8 million and 95% of total revenue from the same quarter last year. The bulk of the year-over-year growth was from the acquisitions of 365 Cannabis and Viridian Sciences, as well as incremental growth from our legacy platform. We currently have approximately 800,000 CARR in backlogs. Consulting revenue was up 147% year-over-year to $427,000 and up 14% from prior quarters. Consulting revenue was 6% of our total revenue in the current quarter compared to 7% of total revenue for 2021 and 4% of total revenue for the same quarter prior year. The percentage of consulting revenue over total revenue has varied from period to period depending on whether state legislation has expanded to allow new interest or growth of existing market participants. Progress on new state initiatives continues to be mixed. Some states have deferred the licensing process, while others have transitioned from application style to a lottery system of license awards. We are the clear leader in this space and are positioned well to capitalize as states issue their licenses and then some emerging states return to more aggressive licensing programs. Gross profit increased to $4.7 million in the first quarter, up 85% year-over-year, while gross margin increased to 68% in the first quarter from 64% in the same quarter last year and up from 58% in the prior quarter, primarily due to operating synergies realized from our acquired assets, our ongoing initiatives to drive operating efficiencies, and acquiring additional B2B customers which have higher gross margins. We will continue to focus on increasing our subscription gross margin over time through ongoing investments in automation. Moving to operating expenses, total operating expenses increased 318% year-over-year to $25.4 million compared to $6.1 million in the same quarter last year. This was primarily a result of an impairment charge of $15.5 million in the current quarter, which we did not have in Q1 of last year. There were also a number of other non-cash, non-recurrent items that I will discuss shortly. Total non-GAAP operating expenses increased 58% year-over-year to $7 million compared to $4.4 million prior year, primarily a result of the acquisitions of Viridian Sciences and 365 Cannabis completed after the first quarter of 2021. Our non-GAAP operating expenses as a percentage of revenue improved 9% year-over-year as we continued to build scale and drive operating efficiencies across the business. Non-GAAP product development expense increased $700,000 year-over-year to $1.9 million, up 56%, primarily due to the 2021 acquisitions mentioned previously. Total non-GAAP product development expense as a percentage of revenue improved 10% compared to prior year. Dollar-related and contractor expenses increased $600,000, or 53% year-over-year. We continue to drive efficiencies in product development through better optimization of non-labor costs. Non-GAAP sales and marketing expense increased $1.7 million year-over-year to $3.3 million, up 103%, primarily due to the acquisitions mentioned previously. Total non-GAAP sales and marketing expense as a percentage of revenue declined 17% compared to prior year as we've invested in sales and marketing initiatives to drive growth in our enterprise business unit, which is leading to increased bookings numbers discussed previously. Salary-related and contractor expenses increased 1.6 million, or 109% year-over-year, offset by small declines in other areas as we continue to improve sales efficiency. Non-GAAP general and administrative expenses increased 200,000 year-over-year to 1.9 million, or 15%, again related to the acquisitions previously mentioned. Total non-GAAP general and administrative expenses as a percentage of revenue improved 33% compared to prior year, as we continue to build operating leverage across the business through acquisition-related synergies. Salary-related and contractor expenses increased 200,000, or 23% year-over-year, while other general and administrative costs remain relatively flat. Adjusted EBITDA was negative $2.3 million compared to negative $1.8 million for the same quarter last year. Adjusted EBITDA improved 23% compared to prior quarter, as we continue to realize acquisition synergies. Adjusted EBITDA loss as a percentage of revenue improved 29% year over year. We believe adjusted EBITDA, when considered with the financial statements determined in accordance with U.S. GAAP, is helpful to investors in understanding and comparing our performance. On a U.S. GAAP basis, our operating loss increased $17.1 million for the quarter to approximately $20.6 million, up from $3.5 million in the same quarter last year. While revenue was up $2.9 million, or 73% compared to prior year, the increase in operating loss was a result of a number of non-cash, non-recurring charges. Depreciation and amortization was $2 million, an increase of $900,000 year-over-year, primarily a result of acquisitions. We recorded impairment expense of $15.5 million during the three months ended March 31, 2022, primarily due to a continued decline in market valuation from December 31, 2021. We also recorded restructuring charges of approximately $560,000 related to our Las Vegas lease termination. Turning to key figures from our balance sheet and cash flow statement, our cash and restricted cash was $10.2 million as of March 31, 2022. Net cash used in operating activities was $3.6 million. Net cash used in investing activities was $600,000. Capitalized software increased to $8 million compared to $7.3 million as of December 31, 2021, as we continue to invest in our technology stack. Our goodwill balance decreased $17 million, primarily due to the previously discussed impairment charge in the current quarter, as well as working capital adjustments related to our 365 cannabis acquisition purchase accounting. Growth debt as of March 31, 2022, was $16.7 million. I'd like to take a moment to address the going concern disclosure incorporated into our 10-K file in March of this year. While we are pleased with the operating results this past quarter, especially our Enterprise Business Unit, we recognize the continued downward pressure on working capital. The ability of the company to continue as a going concern is dependent on our ability to secure other sources of financing, reduce debt, and attain profitable operations. Our corporate liquidity requirements primarily include payroll costs, corporate overhead expense, and debt service costs. And our current sources of liquidity include cash on hand, as well as proceeds we anticipate from the access to our ATM program. The board is addressing the working capital deficiency and considering all options available to the company in the best interest of our shareholders. As we move forward, we are the leader in a large market that is still early to adopt compliance automation technology. We've made great additions to the platform that can accommodate clients of any size as the industry continues its consolidation. The unpredictable nature of the capital markets and regulatory environment makes it a challenge for all participants in our sector. We will continue to react and respond in ways to address these headwinds while working diligently to build Akerna into the leader of tomorrow. This concludes our prepared remarks. We are happy to take any questions you may have. Please keep in mind that the forward-looking statement disclaimer discussed at the beginning of this call applies equally to the Q&A session. Now let's turn the call over to the operator for questions. Operator?

Thank you. If you would like to register a question, please press the 1 followed by the 4 on your telephone. You will hear a three-tone prompt to acknowledge your request. If your question has been answered and you would like to withdraw, please press the 1 and the 3. And our first question is from the line of Max McAllis with Lake Street Capital Markets. Please go ahead, sir.

Hey, good morning, guys. Nice quarter. So I guess my first question here is can you break out that revenue growth? I know it was a nice 73% year-over-year number. If you could break out what percentage of that was Viridian and 365 and what percentage of that was organic in the legacy business?

John, do you want to take that one?

I will take that. Good morning. As we shared in our prepared remarks, the bulk of the revenue growth was from our 365 and Viridian business. As we share, and we've shared multiple times, the enterprise business unit is sort of the direction the economy is growing, and we are investing heavily in expanding that portfolio. Sort of on an organic basis, I would say it was a bit of a mix results. I think from the last quarter, if I'm looking at the numbers, we were up about 10% year over year in our legacy business. But we had some ins and outs as we move, you know, and we shift some of our revenue streams around. But one thing I'll highlight is if you think about our bookings number this quarter, we had a really strong bookings number of 2 million. Again, that was highlighted by our growth in enterprise. And most of our resource and our pivot in the business is going towards expanding that business unit, which has much more stickier software sales, much larger contracts, much larger ARR, et cetera. So in summary, I would say that the bulk of the revenue growth came from the enterprise business unit, and we're going to continue to invest in that sector.

Okay. I guess, yeah, I'm going off of, just that last one you said, investing in that sector. Do you guys expect this cash usage to be similar quarter over quarter, you think?

You know, this past quarter, I mean, like I shared again in the prepared remarks, we recognize some of the downward pressure on working capital, you know, that are coming from, you know, macro-level trends. And we are working very hard internally to be far more focused on our – on our cash and spend and, you know, looking at, you know, further cost control measures, accessing the ATM facility should we need that, you know, and like I shared, obviously, in evaluating strategic options for the company. So I think over the next quarter, we should see some of that cash burn start to fall in line, I think, with where we're at in terms of revenue.

Okay. Thanks, guys. That's it for me.

Our next question is – sorry. Our next question is from Brian Kisslinger from Alliance Global Partners. Please go ahead.

Great, thanks. I have a few. It's great to see the record bookings in each of the last two quarters, actually. So I wanted to start with the drivers. Is it a few big wins? As you said, deal sizes were up some 40%. Is it a factor of new states coming on board? Is it acquisitions that now have you focused on enterprise? Maybe... rank some of the factors that are driving the last six months of bookings that have been much stronger than the past for O'Connor?

Hi, good morning, Brian. Sure, I'm happy to take that. The biggest factor is, as John noted, the drive into our enterprise business, and that includes upsells, cross-sells from our existing client base. So that is the largest factor, although we've also had some very nice bookings from our other business units as well in the past couple quarters. And that is the result of both expansion within our existing client base, winning some business in mature markets, and also starting to see some emerging market activity. And I can tell you that right now we have a really nice pipeline in some of these emerging markets as well.

Great. And then I thought the other highlight of the quarter was your three-year high gross margin. You mentioned, John, a lot of factors that drove that. But I think the key question here is, is that going to fluctuate quarter to quarter? Is that sustainable and you can improve upon that in each of the next few quarters going forward?

I'm sorry, Brian, you're referring to our gross margin this past quarter?

Your gross margin, yeah, 68%. You haven't had that in three years, 12 quarters. And it's 400 basis points higher than any quarter in the last four or five. So I'm curious, is this now where your mix is? You know, you can build upon this. Will it fluctuate where it can go up and down in any given quarter? Can you take us through that?

Yeah, I mean, I think you're thinking about it directionally. You know, we've said for quite some time that our target is to be north of 70 in terms of gross margin. And our target this year was certainly to be in the mid to upper 60s. So we're happy that that attainment was here in the first quarter. I think a lot of it, again, goes back to the enterprise business unit and some of the margin profiles of these particular customers, the lower churn numbers, lower customer turnover. You know, it is a really, really healthy business sector. And I think that as we continue to expand, you know, really expand our business into the enterprise, I think maintaining that upper 60 number is more realistic as we go forward. Certainly, as we model out that business, you know, that business unit, I think that's a reasonable growth target for us to have. Now, again, we had some uplift from consulting that kind of swang back in the quarter. So that obviously helps. a little bit because a number of those costs tend to be fixed. But I think overall, as we continue to expand that enterprise business unit, the healthier margins are going to follow.

Great. Last question I've got is, if you ask to comment on the convertible debt and the contingent consideration, what are your plans for satisfying these obligations? Is refinancing the number one option or Are you looking at the value of some of your assets that you can sell? Just maybe take us through that, given where the stock is.

I'm happy to take that one. You know, as John mentioned in his remarks, as a board, we are actively evaluating all options available to us and certainly do have a number of levers that we can pull.

Okay. Thanks. As a reminder, if you'd like to register for a question, please press the one followed by the four. Our next question is from Scott Buck with HC Wainwright. Please go ahead.

Hi, good morning, guys. First question for me, just I want to be clear on the backlog. Is that signed business or is that some weighted percentage of what you think is realizable out of a pipeline?

Hi, good morning, Scott. Thanks for the question. No, that is signed contracted business in all of our contracts or at least annual.

Okay, perfect. That's great. Thank you, Jessica.

And second, can you remind me, is there seasonality in the sales and marketing spend in the business? I mean, I know we kind of ran this quarter where we were in the fourth quarter, but curious going forward whether or not we'll see some meaningful fluctuations in that expense line.

If you want to weigh in.

Yeah, yeah, of course. You know, I think when we brought in the Viridian, one thing to consider is sort of the profile of an enterprise business unit. They tend to have, because it's really heavy traditional ERP, they tend to have a larger focus of internal resources that would fall into the sales and marketing bucket. And so that's why you would see sort of a, significant step up there in the fourth quarter and this quarter, this past quarter compared to prior year. It's just sort of the nature of that type of business. But I think if you sort of look at the last quarter, December and this particular quarter, we've probably normalized our sales and marketing efforts. And I don't think you're going to see any particular step up or step down. Those are probably normalized to support the business today.

Okay, that's great, John. And then last one for me, as we think kind of more broadly and the world starts talking about potential recession in 2023, how should we think about your business as being recession-resistant, recession-proof? What is the right way to think about it?

Hi, Scott. Good question there. So we certainly – believe that cannabis proved its recession resilience at the beginning of COVID and we expect that we would see that further in a recession like another set of vice and comfort and health and wellness categories Things that tend to do very well in recession, like potato chips and makeup and alcohol, I imagine that we're going to see cannabis fall into that category as well. And certainly that's what our prior results in terms of the data show from our clients.

All right, perfect. I appreciate the time, guys. Thank you very much, and congrats on the quarter.

Thank you so much.

And we have no further questions at this time. You may continue with your presentation or closing remarks.

Thank you, Operator. We are the technology ecosystem for cannabis, serving operators, governments, and brands. Our ecosystem strategy and strategic investments are focused on locking up the tech spend of the enterprise cannabis businesses and solving with technology the growing demand for increased supply chain transparency among consumers and governments. We thank you for your interest in the CARNA, and we look forward to sharing our progress with you as we move forward.

And that does conclude the conference call for today. We thank you all for your participation and kindly ask that you please disconnect your lines. Have a great day, everyone.