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spk00: Hello and welcome to the Urban Grow, Inc. 2023 first quarter earnings conference call. As a brief reminder, all participants are currently in a listen only mode. If anyone should require operator assistance during the conference, please press star then zero on your telephone keypad. Following the presentation, there will be a question and answer session for those on the teleconference line. Please note that this conference call is being recorded. and a replay will be made available on the company's website following the end of the call. At this time, I'd like to turn the conference call over to Dan Drohler, Executive Vice President of Corporate Development and Investor Relations at UrbanGrowth.
spk06: Sir, please go ahead. Good afternoon, and thank you for joining us.
spk02: Today's call will be led by Brad Mattress, Chairman and Chief Executive Officer, and Dick Ackrey, Chief Financial Officer. I'd like to remind our listeners that remarks made during this call will include discussion of non-GAAP metrics, including adjusted EBITDA and backlog. These items should not be utilized as a substitute for UrbanGrowth's financial results prepared in accordance with GAAP. Reconciliations of our GAAP net loss to adjusted EBITDA are available in our press release and in our Form 10-Q filed with the Securities and Exchange Commission and can be accessed from the Investor Relations section of our website. On this call, We may state management's intentions, beliefs, expectations, or future projections. These are forward-looking statements and involve risks and uncertainties. Forward-looking statements on this call are made pursuant to the safe harbor provisions of the federal security laws and are based on Urban Grow's current expectations. Actual results could differ materially. As a result, you should not place undue reliance on any forward-looking statements. Some of the factors that could cause actual results to differ materially from these contemplated by such forward-looking statements are discussed in the periodic reports to Urban Grow files with the Securities and Exchange Commission. These documents are available in the Investors section of the company's website and on the Securities and Exchange Commission's website. We do encourage you to review these documents carefully. Lastly, a copy of our earnings press release and a webcast replay for today's call may be found on the Investor Relations section of our website at ir.urban-grow.com. With that, I'll now turn the call over to Brad.
spk05: Thank you, Dan. Good afternoon, everyone, and welcome. I'll begin today's call by providing an update on the current state of our business and then provide some context around our expectations for the balance of the year. This will be followed by Dick reviewing our financial results in greater detail, and then we'll open the call for your questions. Our first quarter performance was consistent with our prior communicated expectations, but we remain on track to achieve our 2023 full-year revenue and adjusted EBITDA guidance. In the near term, we're focused on executing on our primary corporate priority of achieving positive adjusted EBITDA and are working hard to get there as soon as possible. Our record reported backlog speaks to the diversification that we've brought to our business, both in terms of capabilities and in market exposure. In the first quarter, we signed over $28 million of additional projects, spread over more than 25 contracts with a diverse set of clients, resulting in a total backlog of 105 million. This is approximately five times our backlog at the end of the first quarter of 2022, and over 13% higher than the backlog of 93 million that we reported at the end of 2022. Revenues for the first quarter were $16.8 million, which is consistent with the expectations that we laid out on our fourth quarter 2022 call. In terms of the drivers, while construction design build revenue increased by $10.2 million, and professional services remained relatively flat. The most notable difference versus the prior year period is the $14.2 million decrease in equipment revenues. While our focus on diversification enabled us to achieve solid results in design building services, the ongoing cannabis sector weakness continues to put pressure on our higher margin sales within the equipment category. Adjusted EBITDA for the first quarter was negative $3.4 million. And while we did anticipate and guide on this performance, we do view this as the low point for the year. Further, now that we fully integrated our acquisitions and have been operating on the same ERP system since the end of April, we now have increased visibility on individual productivity as it pertains to our architecture, engineering, and construction employees. Accordingly, we're tactically reallocating resources and optimizing our spending where appropriate to ensure that our infrastructure is aligned with the size of our business. Through these efforts, at the start of the second quarter, we reduced our SG&A expense by an annualized $2 million, and we will continue to seek efficiencies where available to position our business for long-term profitable growth. As it pertains to our balance sheet, We ended the first quarter with approximately $7.3 million of cash and no bank debt. I feel that it's important to emphasize that this sequential decrease can be partially attributed to the timing of cash payments from our publicly traded Fortune 50 and Fortune 500 clients, and in turn is supported by our greater quarter-ending accounts receivable balance of $22.1 million. While we continue to place a strong focus on keeping our AR current, Much of this is simply a reflection of where we stood as of March 31st reporting. As it relates to the current sector trends that we're seeing and evidenced by our backlog, the continued interest for both our professional services and turnkey design-build solutions remains robust and continues to increase. Our commercial or non-CEA sector has been a reliable and resilient source of revenue for our company, and has indeed helped to offset a large amount of the softness in the cannabis space. Our team has been successful in securing a pipeline of projects that are strong, qualified, and consistently growing. Our focus on building relationships, delivering quality services, and meeting the evolving needs of our Fortune 50 and 500 and other clients in our commercial sector has allowed us to establish ourselves as a trusted partner. We remain committed to capitalizing on the opportunities outside of CEA to continue driving growth and maximizing value for our company. In the CEA cannabis sector, despite ongoing challenges, we remain very well positioned in the space. When new states work through their current regulatory delays and award licenses, we're confident that we will move our clients to the turnkey construction and equipment integration stages. In the meantime, in addition to executing on design contracts, We'll continue to also focus on both the design and design build of retail dispensers. Internationally and based out of our Netherlands office, our team's active. They're signing professional services contracts and they continue to monitor the impact of the newly proposed legislation in Germany. This and many other developments, it gives us the confidence that the strategic investments made will position us for global growth over the long term. As it relates to our CEA produce focus clients, we're experiencing consistent interest and continue to sign professional services contracts. Moreover, in addition to initial projects with these clients and based on our successful service delivery, in multiple situations, we're being invited to bid on new projects and further been successful in securing follow-on contracts. Now shifting to our guidance for full year 2023, we are reiterating consolidated revenues to be within a range of $100 million to $120 million, and adjusted EBITDA to be within a range of negative $3 million to slightly positive. In terms of cadence for the balance of the year, we continue to expect sequential quarterly improvement on both the top and bottom line, and with a bias to the second half of the year given some timing shifts for client projects as a result of the broader macroeconomic environment. Looking ahead, we remain focused on positioning our business for long-term profitable growth. We'll continue to maintain a sound balance sheet, optimize our expenses, leverage our professional services to our growing base of diverse clients, and further integrate and drive new business with the synergistic acquisitions that we've made. Thank you. And with that, I will now turn the call over to Dick.
spk08: Thanks, Brad. Revenue was $16.8 million in the first quarter of 2023, compared to $21.1 million in the prior year period. This decrease was driven by a decrease in equipment systems revenue of $14.2 million, the majority of which was offset by the accretive acquisition of Emerald Construction Management in April of 2022, which resulted in a $10.2 million increase in construction design build revenue. Our professional services revenue of $3.5 million was nearly flat versus the prior year. Gross profit was $2.8 million or 17% of revenue on the first quarter of 2023 compared to $4.9 million or 23% of revenue in the prior year period. While the lower gross profit dollars are primarily due to the lower revenue versus the prior year, The decrease in gross profit margin was driven by the impact of revenue mix, where we experienced a decrease in higher margin equipment systems revenue, offset by an increase in lower margin construction design build revenue. Operating expenses were $7.9 million in the first quarter of 2023. On a sequential basis, our operating expenses increased by $1.9 million. This was due to the expenses to lock in our go-forward leadership team, including the addition of our chief operating officer, inflation-related company-wide wage increases, retention incentives, increased insurance expenses, our investment into the European entity, as well as significantly increased professional expenses predominantly tied to elevated legal fees associated with the Sunflower Bank settlement and ongoing litigation. As Brad noted, in the second quarter and after aligning all entities into one ERP system, we've optimized and reallocated our resources, which has created an initial $2 million of estimated annual operating expense savings. Non-operating expenses were $0.2 million in the first quarter of 2023, and primarily reflect expenses recognized from fully guaranteeing the remaining contingent consideration associated with the Emerald acquisition. Net loss was $5.1 million or negative 48 cents per diluted share in the first quarter of 2023 as compared to a net loss of $0.7 million or a negative 7 cents per diluted share in the prior year period. Adjusted EBITDA was negative $3.4 million in the first quarter of 2023 compared to positive $0.4 million in the prior year period. In addition to being driven by lower revenues and gross profit due to a change in revenue mix, the decrease in adjusted EBITDA was due to higher operating expenses predominantly associated with increased compensation, headcount from both organic growth and our acquisitions, increased professional insurance-related expenses, and reducing our risk levels by adding a $250,000 allowance for doubtful accounts, and the investment in our European entity, which began in Q3 2022. Now turning to our balance sheet. We ended the first quarter with $7.3 million of cash and no bank debt. which provides us the necessary flexibility to manage through the macroeconomic market circumstances until we return the business to positive adjusted EBITDA. We are also maintaining sufficient levels of working capital in the business to allow the business to grow as we are projecting. Moving to reported backlog, our total backlog as of March 31st, 2023 was approximately $105 million, and is made up of $93 million that we reported at the end of the fourth quarter of 2022. The backlog is comprised of $96 million in construction design build, $4 million of professional services, and $5 million of equipment systems contracts. The March 31st backlog of $105 million that we are reporting today, while still a record, is lower than the estimated $123 million in backlog that we reported on a preliminary basis in early April. This reduction is based upon a final reconciliation of signed contracts recorded on our CRM system versus our ERP system, which was fully integrated in late April. This difference is predominantly due to a contract unsigned as of March 31, 2023, with an existing Fortune 50 client with whom we currently have multiple signed and active contracts. While we anticipate that the full scope of this project will move forward and into our backlog, it is important that we maintain the integrity of our backlog, and as such, we have reduced it in our numbers reported today. That concludes our prepared remarks.
spk07: Operator, please open the call for questions.
spk06: Thank you.
spk00: We will now be conducting a question and answer session. If you would like to ask a question, please press star and then one on your telephone keypad. A confirmation turn will indicate your line is in the question queue. You may press star and then two 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. One moment, please, while we poll for questions.
spk07: The first question is from Eric Delorier of Craig Helen.
spk00: Please go ahead.
spk01: Thank you for taking my questions. I was wondering first if you could expand on the projects or relationships you have with these Fortune 50 and 500 customers. I think this is the first time that you guys are calling them out as Fortune 50 and 500 customers, if I'm not mistaken. So perhaps just give us a better understanding of the kind of relationships that you have with these customers and perhaps some color on the projects that you're working on as we look forward here. Thanks.
spk05: Thanks, Eric. We have, through the acquisitions of the architect, engineering, and construction firms, we acquired contracts in other segments outside of CEA, and that's really fed the diversification of the company today. All three were working with Fortune 500 companies, and predominantly the construction firm that we acquired, Emerald, has been working with two Fortune 50 clients. It started out where they were either doing construction management or construction build projects for these clients, whether it's building a small manufacturing facility, expansion to an existing cooler or warehouse, projects that are anywhere from $5 to $15 million. But we've been able to really show the value of our model as we've evolved since that acquisition. It started with just construction. Some of the projects then started to integrate in architecture. And now a lot of the projects that we're working on with our largest commercial client actually include the construction, the architecture, and the engineering. So essentially a full turnkey design build.
spk01: That's great. I appreciate that caller there. And I'm wondering if you could... Just expand on the outlook that you have for services sales as well as some of these equipment sales. Just kind of zooming in on these higher margin line items here. Just give us a better sense of the kind of projects that you're working on here and maybe how you expect these sales to kind of trend as we look into the back half of this year. Thanks.
spk05: Thanks, Jack. First on the construction, that makes up the majority of our backlog right now. And so we're strong in both the CEA cannabis and also the non-CEA commercial segments in the area of construction. For services, architecture, interior design, and engineering, we see that increasing quarter over quarter throughout the remainder of the year. Those are high-margin services, 50%, 60% margins. Moreover, with the new ERP system there, we've been able to get a much clearer line of sight on employee efficiency, and that led to some of the reductions that we made at the start of the quarter. When it comes to the cannabis sector right now, as I always talk, what's important for Urban Grow is the seven, eight states right now that have been legalized but are tied up in regulatory delays. And when those regulatory delays are worked out and licenses are awarded, we have approximately more than 20 projects right now that have been in design. We're confident that we're going to be able to move those clients through to not only the construction, but also the equipment integration side. The market in Canada, the funding issues, they're more prevalent. than ever right now. And so a lot of our cannabis CA clients have not been focused on capex expenditures, whether it's optimizing their facilities or building new ones. So that will be a function of the environment in the sector and what will be ready for sure when each state opens up.
spk07: Great. Thank you for taking my questions. Thank you, Eric.
spk06: The next question is from Eric Beda of ACC Research. Please go ahead.
spk03: Good afternoon. Could you give us a little update on what you're seeing in Europe in terms of capturing market share there and what you think is going to happen there regulatory-wise going forward?
spk05: All right. For sure. You know, it's been a longer period of investment than we had originally anticipated. The Conflict in Eastern Europe had a drastic effect on energy prices and in turn had a quite aggressive negative effect on the CEA produce segment in Europe. Fortunately, cannabis, for the first time since the pandemic, has been increasing in momentum. We're working on services contracts right now, predominantly integrated cultivation design, architecture and engineering, and we are signing additional contracts in additional countries. So we're progressing. We're not progressing and don't foresee build in the next couple of quarters, but we are progressing on the services side. We're also closely watching Germany. As the regulations become more clear, our team will be ready to move forward. They are, I believe in June, we are in two, May, June, we're in two events in Berlin and also been working with some investment banks at their strategic events in Germany as well. So got our finger on the pulse and we're ready to go with them.
spk03: Okay. In terms of equipment sales, obviously they've been hit significantly. How does that impact? Are you able to buy better in terms of potentially gaining more margin when equipment's come back right now, given the fact that obviously equipment sales have been significantly down? I can't imagine equipment manufacturers aren't also kind of feeling the pain you're feeling too.
spk05: It's a tough environment right now in CEA for equipment manufacturers. If you look back at 2021, 90% of our revenues were was equipment. And this year, it's probably going to be more like 15%. So we've been able to diversify the company into a services and construction design build company. That's very positive. But from an equipment standpoint, as our clients move through the design build process, we're very confident that we'll be able to integrate in the systems. Whether we are able to purchase them at a more aggressive price, I think would depend on the number of facilities and the equipment systems that we're procuring from each manufacturer at that time in terms of purchasing power. We're equipment agnostic. We work with 30 different manufacturers right now. We give our clients a variety of options based somewhat on price and also on quality and have designed a holistic combination of the equipment systems for their facility. But it's really going to be tied to the sector, having those licenses awarded, having a safe banking act or similar act passed by the end of the year and allowing our clients to access funding to get there. I will add on the tail end there, we are starting to look at equipment solution sales outside of the CEA cannabis space. We have good, strong mechanical systems contacts, and we've started to quote those systems into our design-build contracts. And we are also working with large automation manufacturers for the CEA produce side, where we could be partners building facilities around their equipment systems. So we're working on multiple fronts, but unfortunately not having material right now, either in our performance in Q1 or the backlog at the end of Q1. but we are starting to see some action as we make our way through Q2.
spk03: Great. Good luck for the rest of the year. Thank you.
spk07: Thank you, Eric. This concludes the Q&A session.
spk00: Apologies, we actually have another question. The next question is from Brian Wright of Ross NKN. Please go ahead. Thanks.
spk04: Good afternoon. I just wanted to follow up a little bit on the, on the backlog. I understand the, the issue with, you know, lacking a signature and just wanted to kind of understand, you know, is that something that's kind of expected imminently? And so, you know, come, you know, a couple months from now you report the next quarter that, you know, we really think that that's going to come back in or just, just, Or has it kind of gone into the Fortune 50 kind of limbo land where you just kind of don't know at this point?
spk08: Thanks for the question. We certainly anticipate that we're going to see this specific project we're talking about as a signed project. It is with an ongoing Fortune 50 client that we have a number of contracts with and are doing a in progress on a number of clients or contracts so we fully expect this to come into play we just because it wasn't officially signed as we were doing our final reconciliation of the backlog we decided you know we we need to keep the integrity of the backlog that we report So because it wasn't a signed contract at quarter end, we pulled it out from the numbers that we are reporting. But there is no indication from the customer that the project is going to go away at all. It's before the client's committee for final approval and certainly expect that we're going to have it added back to our backlog and be an ongoing project for us.
spk04: Okay, great. And then... Just wanted to, you know, think about should we, just because we haven't seen, you know, we're still new to the commercial side of the business as far as that customer base goes. We have this interesting dynamic where current revenue is heavily weighted towards commercial, right? But then the backlog is heavily weighted towards CEA. And is it just like what you would expect as far as that commercial, you get the revenue, then the backlog is kind of staying in that kind of similar kind of range. And so that's kind of a nice base. And then the growth, Beyond that, is CEA or did you just like how to think about that? Because, you know, it is such a different mix between the current revenue versus the backlog.
spk05: Brian, we, you know, I mentioned in the last call for the calendar year 23, we estimate that about two-thirds of our business will be CEA, a third will be commercial. And I understand in the first quarter that's a little bit more than reversed. There has been some slippage. In the cannabis space, on the last call, I talked about two projects that had moved from January and kicked off well into March. But I think that's just... It's just a... indication of that quarter. But we're focused on adding clients all across the board in all sectors that I discussed to de-risk dependency. But at this point on a large project, if it does push, it can skew those numbers one way more than the other. But I think you'll see it start to move in Q3 forward over to a higher CEA percentage for not only that quarter, but also for the year. Okay, great. Thank you. I guess it's the nice value of a diversified model, right? When there's some weakness in one area, another sector will pick it up.
spk04: So you've really massively reduced the volatility.
spk07: It's great. Thank you.
spk00: Ladies and gentlemen, this concludes the Q&A session. please reach out to investors at urbangrow.com with any additional questions. That also then concludes the conference call for today. Thank you for joining us. You may now disconnect your lines.
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