SHF Holdings, Inc.

Hello and welcome to Safe Harbor Financial's 2022 Fourth Quarter and Year-End Earnings Conference Call. I am joined this afternoon by Sundy Seyfried, Chief Executive Officer, and Jim Dennedy, Chief Financial Officer. Before we start, please note that remarks made today include forward-looking statements, including statements with respect to the company's outlook and the company's expectations regarding its market opportunities and other financial operational matters. Each forward-looking statement discussed on today's call is subject to risk and uncertainties that could cause actual results to differ materially from those projected in such statement. Actual results and the timing of certain events may differ materially from the results of timing predicted or implied by such forward-looking statements and reported results should not be considered as an indication for future performance. Additional information regarding these factors appears under the heading Risk Factors in the company's filings with the Securities and Exchange Commission, or the SEC, which are available at www.sec.gov and on our website at irshfinancial.org. The forward-looking statements in this call will speak only as of today's date. and the company undertakes no obligation to update or revise any of these statements. Also during the call, Safe Harbor will present both GAAP and non-GAAP financial measures. A reconciliation of non-GAAP to GAAP measures is included in today's earnings press release, which you can find on the company's investor relations website or on the SEC website. Today's call is being recorded. and a copy of the recording will be available on Safe Harbor's Investor Relations website within 48 hours of the call completion. All dollar amounts expressed today are in U.S. currency. I would now like to turn the conference over to your host, Ms. Sundy Seyfried, Chief Executive Officer of Safe Harbor Financial. You may begin.

Thank you, Operator, and welcome everyone to our 2022 fourth quarter year-end earnings call. For those new to our story, Safe Harbor has developed proven and compliant cannabis financing onboarding, monitoring, and compliance infrastructure to meet the needs of the cannabis-related businesses that are seeking dependable financial services, including depository and credit solutions through our banking clients. Our proprietary FinTech platform is largely automated, making it highly reliable and scalable and an ideal foundation on which to grow alongside the country's cannabis industry, which has lacked reliable access to such services. 2022 was a transformative year for Safe Harbor. In September, we completed our business combination transaction and began trading on the NASDAQ capital market, making Safe Harbor the only NASDAQ listed company with fully compliant cannabis infrastructure to offer to our banking clients. Less than two months later, We completed the acquisition of Abaca, whose FinTech technology enables our platform to interface directly with those of our banking partners. This enhanced capability increases the speed at which transactions can be made while solidifying Safe Harbor as the relationship manager of its client base. In addition to enriching our platform, the acquisition expanded our footprint to two additional states and grew the number of business accounts we serve from nearly 700 to more than 1,000. Abaca's integration increased the number of Safe Harbor employees from 35 to over 50, adding a new technology department with unique product development capabilities, as well as a sales team to facilitate access to new markets and accelerate our expansion. The talent acquired with the acquisition enabled Safe Harbor to provide continuity in service personnel and products. In the months following the acquisition, we identified opportunities to reduce our expenses and further optimize our financial performance. The advocate acquisition represents the first within our robust M&A strategy to expand both profitably and service offerings on which the cannabis industry can consistently rely. We are excited to work with other tried and tested platforms and financial institutions to further execute on this plan in 2023. In addition to organic growth, our growth strategy includes five key components. Acquiring client portfolios from other financial institutions or FinTech platforms wishing to partner with Safe Harbor or exit the space altogether. acquiring other reliable cannabis service platforms that complement our service and product offerings with a focus on other pioneers that have perfected their operations and have industry expertise, expanding our cannabis-related business accounts in new legalizing markets and the 13 states that have legal cannabis on the ballot in 2023. through our banking partners offering lending as a featured product alongside depository services, further engaging more national cannabis companies, and optimizing our presence in current legal markets, utilizing new business development and marketing staff to provide education on Safe Harbor and our services. Overall, we began 2022 with 572 accounts, across 20 states and ended the year with 1,040 accounts across 40 plus states. We onboarded $4.1 billion in deposits in 2022 compared to 3.6 billion in 2021, an increase of 14% and originated 15.8 million in loans, a nearly threefold increase compared to 4.3 million in 2021. We are confident that our new national marketing and business development team, commercial lending initiatives, and growth of the legalization across the country will be key drivers of our growth trajectory. Jim will provide a more in-depth review of our 2022 financial performance, but I'd like to highlight some recent corporate developments. Our board member, former Washington, D.C. Attorney General Carl Racine, is now devoting even more time to our business. Mr. Racine is a celebrated political figure and longtime proponent of the legal cannabis industry. He spearheaded the bipartisan coalition urging Congress to pass the Safe Banking Act, recognizing the importance of providing CRBs with access to the financial system. Mr. Racine's law enforcement and legal expertise are invaluable to Safe Harbor, and we are honored to have him on our board. On behalf of everyone at Safe Harbor, I'd like to extend our thanks for his support of our company. Within the last month, we've made excellent progress on multiple elements of our growth strategy. We've better positioned the company for growth by strengthening our balance sheet, increased our capacity to onboard deposits, by establishing a new banking partner relationship and made progress on strengthening our lending program. I'll now expand on these developments and their positive impact on our business. First, we strengthened our balance sheet by entering into an agreement to resolve all payment obligations to Partner Colorado Credit Union, or PCCU. We agreed to restructure approximately $64.7 million of total payment obligations owed from the September 28, 2022 business combination in exchange for a five-year $14.5 million senior secured note bearing an interest rate of 4.25% and issuance of 11.2 million shares of Safe Harbor Class A common stock. We believe this agreement is a testament to the strong platforms we have established on which to grow our business and build shareholder value. Importantly, this agreement eliminates a large portion of the financial constraints on our business resulting in a serviceable amount of long-term debt. Second, we increased our capacity to onboard deposits by securing a new East Coast-based banking partner. and providing access up to $1 billion in deposit capacity through Safe Harbor to cannabis-related businesses, or CRVs, which will provide them with greater access to credit facilities and for MSOs in particular, the ability to consolidate their financial operations under one financial institution and one banker. We expect this relationship and balance sheet capacity will accelerate our national expansion plan while enabling us to deliver access to the most robust and affordable cannabis banking solutions available to CRVs. Increasing our capacity to onboard deposits means we can grow the number of CRV accounts, strengthen our CRV relationships, and increase deposit account balances, which will further improve our loan underwriting expertise with lower cost of funds as compared to what the market is used to securing. Third, we strengthened our lending program with the addition of two new staff members whose talent we were fortunate to acquire along with the advocate transaction. These individuals have substantial commercial underwriting and related legal experience. We plan to methodically expand this team this year to better serve the needs of CRV businesses more expeditiously. Our focus remains on senior secured debt facilities providing reasonable rates and terms to capture market share. We have clearly continued the momentum we established in 2022 and now in the strongest position we have ever been to execute on our growth strategy. I will outline a key objective we are focusing on for the remainder of 2023 in my closing remarks, but will now hand the line to Jim, who will walk us through our financial results. Jim?

Thank you, Sundy. In the press release issued earlier today, we announced that we'll be discussing unaudited results on today's call. We believe the results discussed on today's call are settled values. Work on completing all the financial reporting and associated audit documentation for filing Form 10-K pertaining to the results is not complete. And as such, the values discussed on today's call are subject to change. We will request an extension with the Securities and Exchange Commission, or SEC, to file our audited annual financial statements on Form 10-K NMP and intend to complete the filing by no later than April 17, 2023, which would maintain our status with the SEC as a timely filer. This additional time will permit us to incorporate the settlement with PCCU into our 10-K as a subsequent event for the December 31, 2022 results. and for our auditors to complete their work on the many complex financial instruments associated with our capitalization, and that associated with the business combination on September 28, 2022, and then the business combination with ABACA in November of 2022. In the interim, our unaudited financial statements included in the press release issued prior to the call will be made available on our website. Turning now to our financial results for the fourth quarter and full year of 2022, Total revenue in the fourth quarter of 2022 increased more than 200% to $3.6 million compared to $1.7 million in the comparable prior year period, primarily attributable to significantly higher investment income and loan interest income. For the full year ended December 31, 2022, total revenue increased 34% to $9.4 million compared to $7 million in 2021. also due to higher investment income and loan interest income, partially offset by lower safe harbor program and miscellaneous fee income. Operating expenses in the fourth quarter of 2022 increased more than sevenfold to $7.4 million compared to $1 million in the comparable prior year period. The higher operating expenses in the fourth quarter were primarily driven by significantly higher expenses associated with being a standalone public company, to include compensation, employee expenses and professional service expenses, and amortization expenses. For the full year ended December 31, 2022, total operating expense increased approximately threefold to $11.6 million versus $3.7 million in 2021. The same drivers of expense in the fourth quarter of 2022 were the primary drivers of expense for the full year. Net loss in the fourth quarter of 2022 was $37 million versus net income of $718,000 in the prior year period. And for the full year, the company reported a net loss in 2022 of $35.1 million versus net income of $3.2 million in 2021. The drivers of the significant net loss in the fourth quarter and the year were driven by the loss in value of the financial instruments placed in connection with the business combination on September 28, 2022. Since closing the business combination on September 28, 2022, we experienced significant negative stock price pressure, especially leading up to the effectiveness of the S-1 registering the shares related to the preferred stock offering placed at the time of the business combination in September 2022. The lower stock price combined with preferred shareholders electing to convert their preferred shares to common stock, trigger a lower reset price embedded in the forward purchase agreement, or FPA. As of December 31, 2022, the company had already called a special meeting to lower the make-hole price under the preferred share purchase agreement to $1.25 per share. The company, majority common shareholders, and the preferred investors had entered into a voting agreement whereby the vote to approve the $1.25 per share make-hold price was secured. Knowing the company would ultimately be issuing shares to the preferred stockholders for the make-hold issuance at $1.25 per share compelled the company to recognize a reset price under the terms of the FPA of $1.25 per share. These events significantly reduced the FPA receivable to approximately $4.6 million from approximately $37.9 million reported at the end of the September 2022 quarter. Additionally, the embedded derivative associated with the FPA converted to a liability of $7.3 million in the fourth quarter of 2022 versus an asset of $1.7 million in the third quarter of 2022. The combined loss in value resulted not only in a compression of the balance sheet, but also a $42.3 million charge to other expense on the income statement. Additionally, the company reported interest expense associated with the payable owed to PCCU in the fourth quarter of $662,000 and for the full year of $698,000. When adjusting net income for interest, taxes, depreciation, and amortization expense, and further adjustments to exclude non-cash, unusual, and or infrequent costs, we compute an adjusted EBITDA, which management believes is a measure to evaluate our operating performance. A reconciliation of net income to adjusted EBITDA is provided in the press release in 8-K filed earlier today. Adjusted EBITDA for the year ending December 31, 2022 was $1.3 million versus $3.2 million in 2021. Moving to the balance sheet, at December 31, 2022, the company reported cash and cash equivalents of $8.4 million compared to $5.5 million at December 31, 2021. Cash from operations in 2022 was $1.7 million versus $2.9 million in 2021. Given the significantly higher operating expense as a standalone public company, and when considering the expense of drafting, issuing, maintaining, and accounting for the several complex financial instruments, the company grew its business and managed expenses to produce positive operating cash flows. These results attest to the quality and responsibility of the larger Safe Harbor team, and we are pleased with their performance and the attention to both client needs and shareholder capital. Turning to our liquidity, while the company reported $8.4 million of cash as of December 31, 2022, the company has a net working capital deficit of $39.3 million. The driver of the working capital deficit to the current portion of the long-term payable owed to the seller, PCCU, from the D-SPAC transaction. Earlier this morning, we released the results of the negotiation and settlement with PCCU. As filed with the earnings release after the market closed today, we included a pro forma, unaudited, roll-forward of the December 31, 2022 balance sheet to reflect the impact of the resolution of the PCCU payable. The unaudited December 31, 2022 balance sheet indicates stockholder equity of $5.2 million. When taking into account the adjustments from the settlement with PCCU, the company expects to report stockholder equity of $53.4 million and improvement of more than $48 million. The impact on working capital from the settlement of the PCCU payable is also quite significant. When adjusting for the settlement with PCCU, the company forecasts a working capital deficit of $8.9 million versus the reported deficit of $39.3 million. However, of the $8.9 million forecasted deficit, $12 million is associated with deferred consideration owed to the sellers of ABACA in the form of common stock of the company. When adjusting the projected working capital to reflect the resolution of the PCCU payable and excluding the stock portion of the deferred consideration, the company forecast a positive working capital of approximately $3.1 million. With regards to our outlook for 2023, we expect a continuation of the growth trends we experienced in 2022. The core business remains solid and generates positive operating cash flow. Now that we have resolved several payment and expense obligations from the D-SPAC transaction and have reached floor values on the complex financial instruments associated with the D-SPAC transaction, we expect continued performance of the business, continued generation of cash flow from operations, and significantly reduced drag on the balance sheet and income statement from the SPAC-related financial instruments. We are pleased with the results for the quarter and the year, and the progress we are making across many aspects of the business and initiatives to remain the dominant financial services provider to the legal cannabis industry. With that, I will now turn the call back to Sundy for closing remarks. Sundy?

Thank you, Jim. We have always taken a conservative approach to our business, and recent financial industry developments have reinforced the importance of prudent financial management. Our banking partners will continue to maintain a loan-to-deposit ratio of no more than 65% with respect to our CRV accounts and prioritize liquidity over yield to ensure we have adequate funds to service deposits. As you have heard from Jim and me today, the team has been dedicated to strategically positioning State Harbor for future growth. Along with the EVICA acquisition and integration, which completed our FinTech platform, and our recent debt restructuring, expense negotiations, and deposit onboarding capacity expansion, we are poised for continued success in 2023 and beyond. For the remainder of this year, we will focus on three priority initiatives to continue to grow our business. One, further increase account growth and subsequent onboarding of deposit balances, which will well position us to execute on our lending strategy with competitive pricing strategies. We expect that lending will both increase our profitability and our customer retention rates. Continue to build our internal lending function and optimize income from originating, underwriting, and servicing credit facilities, which will enable us to expedite our processes and scale the lending portfolio alongside depository growth. And three, optimize our financial institution relationships to secure more product and service options for our CRV account base with expanded balance sheet capacity and a syndication network for financing larger credit facilities. We look forward to sharing our continued progress and updates on our strategy during our next call. And thank you all for joining us today.

Thank you. To ask a question, you will need to press star 1 1 on your telephone. Again, that's star 1 1 on your telephone to ask a question. Please stand by while we compile the Q&A roster. Our first question comes from the line of Michael Albanese of EF Hutton. Your question, please, Michael.

Yeah, hi, Cindy. Hi, Jim. How are you guys?

Good afternoon.

Good. Thank you. Good. I just, you know, congrats on kind of capping off a really pivotal year here for you guys and, you know, hammering out that debt restructuring with PCCU and then adding the partner there regarding kind of your deposit capacity. So just congratulations on that and a couple quick questions from me. I think really the first, is regarding kind of where you stand today in terms of the loan book and what your lending capacity is?

I think the loan book remains strong.

We're right under $20 million. I think the pipeline also looks strong. We don't disclose pipeline values or pipeline numbers, but pipeline continues to look strong. I think the recent kind of turmoil in sort of the traditional banking areas has caused a lot of people to press pause really on extending credit, but it doesn't mean credit isn't still needed by the operators in this industry. And I believe our underwriting criteria remains pretty solid. We have great relationships with the industry. We understand their businesses. And most importantly, we see the flow of deposit and withdrawal activity from every person we issue credit to or every business we issue credit to. So I think we're in a fairly unique position to not only issue credit, but issue credit under, you know, safe guidelines with good rates for both, you know, our partners, ourselves, and our clients.

Great. Thank you. Yeah, I mean, you know, again, just kind of going back to your lending capacity, right? You just did this partnership. You had, you know, room for another billion in deposits, demands. even though it's been maybe a tumultuous year for some CRBs, the demand seems to be holding strong. I mean, as it stands today, I mean, how big can you grow the lending portfolio, the loan book, essentially? What is your capacity as it stands today, I guess, as of right now?

Yeah, I understand. Right now with the capacity we have based on deposits only, our lending capacity is right around $90 million. And of that, I've said we've used approximately 20. However, as we reach out to other FI partners, we can either get participation or syndication of that to expand that credit book. It's just that our piece alone, based on the deposit base, would be right around $90 million of capacity today. Got it.

That's helpful. Thank you.

Okay.

And then... How about the acquisition pipeline as we think about kind of, you know, looking out into the new year here? You know, you obviously did a sizable acquisition of Abacus. I guess first, you know, how's that integration going? It seems like it's ramped up well, and then kind of what does that acquisition pipeline look like moving forward?

Well, the Abacus acquisition went really well, and the integration was fantastic. Probably the more difficult part once we got through that, but we have managed through that. We're now integrating software platforms with each other and making sure that everything is talking smoothly with our financial institutions. So, like I said, we did realize some expense reduction and redundancies once we put the companies together, which will only enhance the performance of both of us. As far as the pipeline goals, we still have options out there, and we, you know, as I said, we're looking at not... not just looking we don't have to buy the expensive piece of the technology platform that we were looking for to finish our platform right now we're now looking at other portfolios where we can acquire those portfolios with exiting partners but those are smaller acquisitions and then we're looking for actual services that will complement ours and we do have the opportunity I think there's a good opportunity for service consolidation in the financial market. So we continue to move in that direction actively.

Got it. Awesome. Thank you. And then just a clarification question for me now that you, you know, have done the debt restructuring with PCCU.

You know, they get another 3.2 million shares. Where does this bring their ownership level to? The partner Colorado ownership? Yes. When you say the ownership level.

I'm sorry, we talked over each other.

Yeah, no worries. So part of the deal, right, they got another 3.2 million shares common stock, right? Well, I guess it's kind of, yeah, I mean, walking through the transaction, and then, yeah, that would bring their ownership level to,

Yeah, post-issuance of the incremental, yeah, post-issuance of the incremental 11.2 million shares would bring their ownership level to approximately 54%. Okay. All right.

I think that's it for me for now. I can hop back in the queue.

Thank you. As there are no questions in queue, this does conclude today's conference call. Thank you for participating. You may now disconnect.