Akerna Corp.

Good morning and welcome to Akerna's third quarter 2022 financial results conference call. As a reminder, today's call is being recorded. All participants are in a listen-only mode. A question and answer session will follow the formal presentation. And at any time, you may press star 1 on your telephone keypad to join the question and answer queue. To remove yourself from the queue, you may press star 2. At this time, I would like to turn the call over to Peter Selzberg, Investor Relations for Akerna. Please go ahead, Peter.

Thank you, and welcome to today's third quarter-ended September 30th, 2022 conference call. On the call today are Jessica Billingsley, CEO and Chairman of Akerna, and Dean Ditto, 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 Security Litigation Reform Act of 1995, Words such as estimates, projected, expect, anticipates, forecast, 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 recognitions. 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 would 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 than occurred as violence with the SEC and 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. Lastly, as a reminder, these results are discussed in further detail on 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 of today due to, among other things, the completion of final review procedures, the occurrence of subsequent events with the discovery of additional information. We encourage you to review the filings in detail. And now, without further ado, I'd like to turn the call over to the current CEO, Jessica Billingsley. Jessica, go ahead.

Good morning, everyone. Thank you for joining us. Today, as we did last quarter, we will be covering three key areas of the business. First, the key company performance highlights of the quarter. Second, the progress on our balance sheet and capital structure initiatives. And third, developments in the cannabis sector. Then I'll turn the call over to Dean for a detailed financial review, followed by a Q&A session. Earlier this morning, we reported our Q3 2022 results. After two fairly heavy investment years in which we completed a number of strategic acquisitions, This year, we have remained focused on integrating and positioning the business to take advantage of future market development and expansion opportunities, as well as synergies and cost structure improvements. Beginning in Q1 of this year, while other firms busied themselves with speculating on future state macroeconomic scenarios and resisting the reality of the data, we seized the opportunity to make tough decisions early, reducing our cost structure and reviewing our client pricing to accelerate our path to profitability. This course of action is proven fruitful as we've steadily improved our cost structure and continue to track a path to profitability. Highlighting the quarter, we saw software revenue growth of 17% year over year and nearly 40% the year to date. Our current annual run rate closing out the first half of the year is running slightly ahead of the full year last year. And we're anticipating seeing some strong catalysts in 2023, which we'll discuss in just a moment. Gross margin for the quarter was 62%, consistent with last year's period. And year-to-date was 67%, compared to 62% for last year's year-to-date. While this is a clear demonstration of year-over-year growth, we do acknowledge that this growth has trended down substantially. Both domestically and internationally, the pace of new entrants into this space is slowing. And with existing operators, we're seeing some purchase decisions being delayed. I'll elaborate on this more in a moment when we discuss industry impacts of the recent U.S. election cycle. But for now, what I'm making clear is this. We are taking competitive measures to ensure we are solidifying our leadership position in the available market. The cost-saving measures we enacted earlier this year are tracking through to our P&L. We're proud to announce that each reported expense line is down from year-ago levels. This is a clear demonstration our cost reduction efforts, staff reductions, reduced facility costs, and other considerations, successfully saving us approximately $600,000 per quarter, which are currently being realized. On today's call, as on our call last quarter, I'd like to re-emphasize our three 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're important, and how we're performing. Then we'll provide an update on our strategic alternatives evaluation. 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 approximately $17 million as of September 30th, which represents a slight increase year over year, It is also slightly below what we reported last quarter. As we shared in our last earnings report, this decrease does not represent a spike in client loss return. We continue to see a reduction in CARR with clients who have reduced and renegotiated their contract. This represents the reality of a softer consumer economy that's reaching across a number of sectors, a reality where, in light of macroeconomic factors, some clients have made select service cuts. However, broadly speaking, we have retained our clients for their most mission-critical needs. It's important to make clear that we're partnering with our clients to help them adjust to this climate. With over 13 years of experience backing us, we are acting as a trusted advisor in meeting the needs they have today, providing mutual value both now and in the long term. And it ultimately positions us to expand with them as new markets eventually open. To underscore this important point, while it is routine in times of economic challenge for businesses to reduce costs, given our demonstrated ability to maintain and evolve our client relationships, we anticipate this represents a potential growth opportunity for the future. With regard to booking, 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 booking to be a near-term leading indicator of our performance. Our Q3 software bookings were approximately half a million, which was also softer than what we had hoped to see, and below what we saw in the early part of the year. We will continue to closely track our cost structure in light of these software booking numbers, and of course, we'll also start to recognize some of the revenue from the prior quarters with longer lead times. Turning now to our third metric, client transaction growth. which we believe is the single most important long-term indicator of our true market share. Our transaction volume increased by 10% sequentially, and our transaction dollar amount reflected a 10% decrease. And what this illustrates is that as a result of supply and demand, as well as consumer spending habits, growth in legal cannabis transactions will closely track the legal market opportunities. This is a trend we publicized after identifying the consumer spending on Labor Day. Historically, a top spending holiday is relatively flat year over year. What this means for our clients is that competitive market pressure is high and differentiation is key. A Kernis product portfolio and ecosystem was strategically designed to guide our clients through this climate. The transaction volume growth continues to provide a future revenue catalyst as regulatory changes bring opportunities to monetize transaction volumes. including through retail and wholesale payment opportunities. Macroeconomic climate and domestic political challenges certainly create headwinds for the industry, but ultimately, we're still charting on course for collective industry growth. I'd like to now turn to what we're doing to strengthen our balance sheet and position ourselves for the future growth that we anticipate. On top of the $10 million round of funding we closed in the beginning of the third quarter, we've also been taking the necessary steps to maintain compliance with NASDAQ listing standards. And to that end, we also issued a preferred convertible issue that was structured in a way so as not to dilute our shares, and accordingly, we completed our reverse split last week. The details are in our filing, and Dean will touch on the specifics of that during this call. But the takeaway is this. We are continuing to make solid, steady movement in strengthening our balance sheet, and we remain ready to capitalize on operating growth opportunities as they present themselves, whether that is through new U.S. state markets opening, U.S. federal banking actions, such as the Safe Banking Act, and or international legalization. In touching on the legal and regulatory environment updates, last month, President Biden had a historic moment when he was the first sitting U.S. president to suggest that the scheduling of cannabis should be reevaluated and that simple cannabis offenses at the federal level should be pardoned. These actions, when coupled with the potential for safe banking and the soon-to-be-proposed PREPARE Act, signify unprecedented momentum for cannabis legalization at the federal level. As for this midterm election cycle, In total, we saw five states with recreational cannabis on their ballot. Arkansas, Maryland, Missouri, North Dakota, and South Dakota. Both Maryland and Missouri passed their initiative, becoming the 20th and 21st states to legalize recreational cannabis. With the passage of these initiatives, nearly half of Americans live in states where cannabis use is legal for anyone 21 years or older. These are wins to be celebrated. The two states' passing measures demonstrate the continued bipartisan interest of voters when it comes to cannabis. Importantly, these initiatives represent the opening of two new recreational markets. Although timelines and license structures are largely yet to be determined, we remain positioned and ready to enter these markets as they open. At the time of these remarks, there are many Senate and House races yet to be finalized. I want to be clear when I say that this statement applies regardless of which party has the majority in the Chamber of Congress. The federal legalization of cannabis must be seen as a bipartisan goal because it is the fiscally responsible thing to do. We saw this during COVID when cannabis was declared an essential industry in Colorado and other states, and we continue to see this in the state economy. In the face of this macroeconomic climate, Putting federal cannabis action, such as incremental action including safe banking, should be at the forefront of the minds of Congress, regardless of which party has majority. The economic benefits, increased revenue, and job creation are bipartisan. We believe that our long-term leading indicators all suggest good progress heading into the fourth quarter and beyond for three key reasons. First, our core business of compliance is a must-have and not a nice-to-have service for our clients. We will continue offering a best-in-class suite of services that addresses the needs of small to medium-sized businesses, mid-sized enterprises, and larger cannabis enterprises. Second, the cannabis market is projected to grow, and we are positioned as a central player with more of the industry running on Acronit each year. Third, we are making the prudent and necessary decisions to ensure that we are the go-to solution in the cannabis space for many years to come by narrowing our focus to our core must-have product lines and ensuring we are firmly entrenched to rise with the industry in category to enjoy the growth that is projected for the years ahead. We remain optimistic about our future, and we believe the cost-cutting we've done in conjunction with the opportunities we have in front of us will cement our leadership position and enable us to realize our long-term financial objectives. Now, I'll hand the call over to Dean Ditto, our CFO, who will provide a financial overview of the quarter. Dean?

Thanks, Jessica. This morning, I'll provide an overview of our financial results and key business metrics for the third quarter ended September 30th, 2022. For the three months ended September 30th, we recorded $5.4 million in revenue in the third quarter. 5.3 million, or 98% of which was software sales. This improvement was driven largely by the addition of acquired businesses with accelerating software growth. The primary driver of the year-over-year growth was from the acquisition of the enterprise platforms. We presently have approximately 400,000 of CAR in backlog. For the three months ended September 30th, gross profit was 3.4 million, and that was slightly ahead of 3.2 million in last year's quarter, and resulted in a 62% growth margin, which was in line with Q3 in 2021. For the year to date, the gross margin was 67%, reflecting higher performance in the first half of the year than in the current quarter. The gross margin improvement in the year was due to synergies realized from our acquired enterprise assets, which have higher margins, mitigated by slower sales growth. We also continued to implement ongoing initiatives to drive operating efficiencies in an effort to hold margins stable at these levels. Moving to operating expenses. Product development expense was $1.4 million for the three months ended September 30th, compared to $1.6 million for the same period last year. This represents a decrease of $0.2 million, or 12%, from the same three-month period. Product development expense decreased primarily due to the effects of headcount reduction from the restructuring, which lowered overall salary and benefit costs, as well as stock-based compensation costs. Following the restructuring, we have implemented controls over hiring and managing open headcount. Sales and marketing expense was $1.9 million for the three months ended September 30th, compared to $2.0 million for the same period last year. This represents a decrease of $0.1 million, or 6%, for the same three-month period. The decrease is due primarily to the effects of headcount reductions from the restructuring which lowered the overall salary and benefit cost run rate and also reduced stock-based compensation costs. In addition, we incurred lower trade show and promotional expenses in the 2022 period. These decreases were partially offset by an increase in contractor and consulting costs. General and administrative expense was $1.8 million for the three months ended September 30th, compared to $2.1 million for the same period last year. This represents a decrease of $0.3 million, or 12% from the same three-month period. The decrease was primarily due to lower financing and acquisition-related costs, as well as lower stock-based compensation and franchise tax costs in the 2022 period. These decreases were partially offset by higher bad debt expense, board of director compensation costs, and proxy-related expenses associated with the shareholder meetings. There are a few adjustments in the year-to-date numbers that I'd like to call out as well as part of the financial performance conversation. The first two items are non-cash expenses, and the last item is a non-recurring charge. Contingent consideration adjustments. In connection with our acquisition of 365 cannabis in October, 2021, there is a contingent consideration or in common terms in earn out to be paid in cash or common stock or any combination thereof. Upon the completion of the assessment period associated with the revenue targets, the fair value of the contingent consideration was reduced to 3.3 million as of September 30th, 2022. Impairment charges. Earlier in the year, the company performed impairment analysis on the tangible assets in Goodwill and found it necessary to book impairment charges in order to report these long-lived assets at fair value and in accordance with GAAP. Restructuring adjustments. To remind also, in May 2022, we implemented a corporate restructuring initiative, so restructuring as approved by our board of directors, which resulted in a reduction of the company's workforce by 59 employees, or approximately 33% of the company. As a reminder, we measure EBITDA and adjusted EBITDA because we believe it is helpful to investors in understanding our performance and allows for comparisons of our performance and credit strength to our peers. Adjusted EBITDA excludes the effects of non-cash expenses like impairment charges, adjustments to fair value and stock-based compensation, and non-recurring items such as restructuring, business combination, and financing charges. Looking at adjusted EBITDA for the three-month ended September 30, 2022, we reported a loss of approximately $1.4 million. narrowing our loss slightly from a year ago and down more significantly from $2.3 million in the June quarter. We continue to experience customer churn due to a number of reasons, including customers going out of business or otherwise exiting the cannabis segment. Churn has increased by 15% compared to the same quarter of the prior year. Our average B2B deal size has decreased by 16% year over year, indicating customers are closely monitoring their purchases. As Jessica noted during her earlier remarks, this trend is something we anticipated and addressed in a proactive way. We remain confident that as tailwinds return to the cannabis sector, we remain best positioned to cataclyze on opportunities as our core software is a must have and not a nice to have turning the key figures from our balance sheet and cash flow statement our cash and restricted cash was approximately 9.5 million as of september 30 2022. net cash used in operating activities was 3.2 million for the quarter net cash used in investing activities was 1.6 million which primarily consists of investing in capitalized software development. We raised 9.2 million from a unit offering that closed in July. As of September 30th, 2022, our convertible debt was valued at 14.5 million. Due to the amendment to the debt agreement, which effectively moved the amortization of the debt out in time until January, 2023, We did not reduce the principal balance of the debt during the quarter. I'd like to take a moment, as required, to address the going concern disclosure incorporated into our 10-K filed in March of this year. While we are pleased with the operating results this past quarter, 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 to reduce debt and attain profitable operations. Our corporate liquidity requirements primarily include payroll costs, technology and infrastructure costs, corporate overhead expense, and debt service costs. Our current source of liquidity include cash on hand as well as proceeds we anticipate from the access to our ATM programs. We recently completed a reverse stock split that was approved by our shareholders, and we continue to explore strategic options available for the business. Management is working in a focused manner to produce a consistent and sustainable working business model that is designed to generate returns for our shareholders and reward them for their commitment to and investment in Akerna. 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? And at this time, we will be conducting our question and answer session.

If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. Our first question comes from the line of Ryan Kueslinger with Alliance Global Partners. Please proceed with your question.

Hi, Greg. Thanks, guys, for taking my questions. With the economy leading your customers to scale back on some services, I'm curious, at a high level, what's the strategy to drive bookings and growth? For example, are there pockets of strength or areas of focus? And if we look at your half million dollars of bookings in the quarter, what types of contracts were these and any other details to help us understand where you're winning business?

Hi, Brian. Jessica Billingsley. Good morning. So answering that question of where are we seeing some good growth opportunity and some additions. We're certainly seeing some very strong markets continue to grow and for us to continue to expand in some of our strongest markets. So two to note would be Pennsylvania and Puerto Rico. We're also starting to see just a little bit of emerging market activity. As we know, New York continues to be very slow in moving ahead, but we have seen a little bit of movement in New Jersey. Also, we're starting to see some expansion in the southern U.S. Mississippi is going to start to issue some of their licenses. Alabama is in its licensing application phase now and has a timeline. release and announce those applications next year we're very bullish on both the southern United States and Latin America as markets in general and then of course we think there are some existing markets that are just strong and will continue to be strong so great that's helpful and then if I think about a lot of those states like New Jersey Mississippi Alabama where you're seeing movement you're starting to see licensing applications start

talk about how you're positioned are the customers that are applying already contracted to use you if they get licensed are these existing customers that you've had at other states just talk about how you're positioned in these states sure so a mix of both we certainly in some of these states that are in the application phase we have

existing clients that have already put us on the application. Most applications in most states have some type of a section for what is the electronic tracking system that you plan to use, and we certainly have a number of existing clients who have noted us there. We have some existing consulting clients with whom we're working in states with more competitive licensing, Alabama being notable there. And then, of course, there are other states where we have existing large clients that maybe haven't specifically noted us, but we expect will be using us.

Great. One more question. I'm curious if the service level declines you discussed in the near term you think will continue to more than offset bookings by some amount. If so, is there anything you can do from a pricing standpoint to retain the customers that are remaining in cannabis? I know you talked about some customers are leaving because they're leaving the exit. They're exiting the market. But what about those that are staying in the market just pulling back on service level agreements?

So I don't have a crystal ball.

It's a great question. I would like to think that we are nearing the tail end of that. However, I don't think that anyone can call that for sure. I do think that we're starting to see, we've seen a lot of shakeout this year, maybe is a great way to put it. And I wouldn't expect to continue to see that at the same rate over time. I think a lot of our clients are we're feeling the pinch and looking and saying, hey, where can we contract? And then there's a little bit of a, hey, we're just going to hunker down through this economic time. And of course, as I noted in my prepared remarks, what's great about that is our core products are a must-have and a nice to have. And in working with these clients and being a really good partner through through this period of time, we're in a really great position for a land and expand and to grow with them as they continue to grow because, of course, there's still a tremendous amount of growth opportunity over the next few years in cannabis.

Great. Thank you.

And as a reminder, if anyone has any questions, you may press star one on your telephone keypad to join the question and answer queue. And again, for leaving the queue, you may press star two. And it shows that we have reached the end of our question and answer session. I'll now turn the call back over to Jessica Billingsley for closed remarks.

Thank you, Operator. We are the technology community. ecosystem for cannabis. And we appreciate you spending time with us this morning and following our progress. And thank you for your interest in Akerna, and we look forward to sharing our progress with you as we move forward.

And this concludes today's conference, and you may disconnect your line at this time. Thank you for your participation.