Bakkt Holdings, Inc.

Greetings and welcome to the BAC's second quarter 2023 earnings conference call. At this time, all participants are in listen-only mode. A question and answer session will follow the formal presentation. As a reminder, this conference call is being recorded. I would now like to turn it over to Anne DeVries, Head of Investor Relations at BAC. Please go ahead.

Good morning, and thank you for joining us for BAC's second quarter earnings call. Today's presentation, including a separate earnings call presentation that can be found on our investor relations website at www.investors.bac.com, will contain fair and forward-looking statements. These statements are based on management's current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from those expressed or implied in such forward-looking statements. For more complete discussion on forward-looking statements and the risks and uncertainties related to BAC's business, please refer to its filing with the Securities and Exchange Commission. During today's presentation, in addition to discussing results that are calculated in accordance with generally accepted accounting principles, we will refer to certain non-GAAP financial measures. For more information on this, the basis of the presentation for our financial results and our non-GAAP measures, please refer to our earnings release, which was filed this morning with the SEC. Joining me on today's call are Gavin Michael, Chief Executive Officer, and Karen Alexander, Chief Financial Officer. After our prepared remarks, we will answer questions we've received from our investors through the SAIT Technologies platform. After that, Gavin and Karen will be available to answer questions from the analyst community. I'll now turn it over to Gavin.

Thank you, Anne. Good morning, everyone, and thanks for joining. We're making meaningful progress executing on the key priorities we set out at the beginning of the year. We expanded our crypto platform through the acquisition and integration of Apex Crypto, while activating and broadening our client network, and we're being prudent with capital allocation. We're winning new custody and crypto trading clients and building strategic alliances with prominent players as our capabilities and best-in-class infrastructure resonates with the market. We're expanding into new international markets alongside our clients, with Latin America expected to launch in the fourth quarter and other markets, such as the UK, European Union, Hong Kong, and Australia to follow. We're focused on delivering solid results for our existing loyalty clients as we work together to grow transaction volume. Lastly, we continue to prudently manage expenses, resulting in improved gross profit margins. We're also updating our full year 2023 operating cash flow outlook. and expect to improve approximately 20% from our prior guidance. Our platform provides end-to-end crypto capabilities, from advanced trading and secure custody to fiat on-ramps. We offer secure custody of assets, founded in traditional finance and built to uphold the shifting regulatory standards, regulated by the NYDFS as a limited-purpose trust company. has reliable infrastructure with multi-layered security for streamlined management and disaster recovery services to help ensure customer funds are safe and recoverable. We offer curated, secure, and regulated crypto trading with API and UI options to activate trading responsibly. This includes unparalleled liquidity and price quality with 100% uptime and seamless integration and customer experience which enables clients to integrate in less than 45 days with instant fund settlement and failover protection. Capabilities also include coin transfer, an advanced order management system, and multiple fee structures. As part of crypto trading, our clients are increasingly utilizing backed fiat on rent via ACH, debit, or wire transfer for a smoother end-to-end customer experience. And we continue to offer innovative ways for consumers to access crypto, including through rewards redemption and by earning or getting paid in crypto. Our loyalty redemption capabilities remain a strength and offer a full spectrum of content, including Apple products and other merchandise, travel and gift cards. We've introduced personalized offerings and additional Apple products while maintaining a strong list of SKUs and modernizing our infrastructure and architecture with cloud capabilities. Through our B2B2C approach, we have a broad client reach in high growth sectors that provide efficient scalability. This network is looking to expand their relationship with their millions of customers, and crypto presents an opportunity to differentiate their services, drive engagement, and revenue growth. And for Bakkt, it enables us to reach millions of end customers across a variety of providers. We've made progress in integrating Apex Crypto into our business, including employee onboarding, integrating our product and technology processes, and managing key functions like compliance and risk, all with minimal impact to our existing client base. We completed the rebrand of Apex Crypto to Bakkt Crypto, and transitioned all necessary documentation and materials for clients. With the integration of this deal mostly done, we're now focused on leveraging the synergies and expanded capabilities from this transformational deal to continue growing and drive further efficiencies on a go-forward basis. Through our client-led model, we're always working with our key clients to grow their business. Our work with Webull is a prime example of our ability to successfully execute, bringing together the combined strengths of legacy-backed and Apex crypto. Webull approached us to develop a new innovative app with ACH funding rails for their crypto customers. Our teams mobilized quickly, bringing together Apex crypto trading and backed funding capabilities to launch Webull Pay in less than 40 days. In solving for this, We also built ACH funding functionality, which provides a competitive advantage, and we're seeing significant interest from other clients and prospects in utilizing Fiat on-ramps. Additionally, I'm pleased to share that BAC will be one of Plaid's crypto solution partners for its customers who are interested in offering crypto solutions to their end users. This is particularly exciting since Plaid has an extensive network of over 8,000 fintechs using their platform today. Through the Plaid and Bakkt partnership, those fintechs will be able to easily and safely explore offering crypto solutions to their users. We're pleased to share that we've expanded our network of crypto trading clients, mostly in the fintech industry. We've recently signed on several new clients and are engaged in late-stage negotiations with a number of additional prospects. We're also making solid progress on our international expansion strategy, actively working with our client base to develop and execute our go-to-market strategy in markets where we see regulatory clarity. We will serve as investors' crypto provider in the U.S., a relationship forced through our commercial agreement with Apex FinTech Solutions. We're also working with Swarm Bitcoin to provide end-to-end Bitcoin trading, fiat on-ramps, and qualified custody. We also signed Blockchain.com, one of the first and largest crypto wallet providers in the world, along with Zayden and CryptoMum to provide end-to-end crypto trading. On the international front, we signed an agreement with IBEX to offer crypto trading for Latin America. These recent wins are a strong testament to the product fit of our capabilities and the continued focus on growing our core crypto solution. Recent market events have highlighted the difficulty in storing digital assets safely and the need for multi-custodian access and self-custodial functionality. Our secure and compliant custody platform offers unparalleled protection and complete customer control over their assets. It utilizes multi-layered technology and the latest breakthroughs in MPC cryptography with hardware isolation, ensuring that customer funds are protected from the various threats, including cyber attacks, internal collusion, and human error. Given this backdrop, we continue to see an increase in new client activity. We've successfully signed new clients and are in late-stage negotiations with multiple prospects, in mining, family offices, registered investment advisors, and corporate treasury industries. Qualified sales opportunities are up 10 times in the first half of 2023 versus the second half of 2022. The custody platform generates stable recurring platform fees as well as assets under custody-based revenue, further diversifying our revenue BAC's institutional-grade custody platform offers the security and licensing clients are looking for, including qualified custodian status with the New York Department of Financial Services, comprehensive security controls, regulatory compliance, and streamlined user management and consensus protocols. Given its prominence as a strong anchor product, we're continuing to invest in our custody offerings to meet demand from new and existing clients. We're redesigning the application to enhance our offering and exceed client expectations and anticipate launching the upgrade throughout the remainder of this year. In this enhanced offering, we'll maintain all of the elements that make back to custody exceptional. It will continue to offer a compliance first focused approach with multiple layers of security and outstanding operational management. These upgrades will make it easy to launch additional products, such as the ability to add new blockchain networks and the assets on those networks, retail open loop, and institutional staking, which adds yield-generating opportunities for our institutional clients. We have a new multifaceted strategic agreement with Fireblocks. As part of this agreement, Bacto will provide disaster recovery services to Fireblocks' off-exchange customers and we will join the Fireblocks qualified custodian network. The Fireblocks off-exchange solution allows participants to maintain control of their private keys without sacrificing the convenience and speed of trading on centralized exchanges. This has become a high-focus product for the market as recent misappropriation of customer funds by exchanges has led to the demand for safe trading solutions. we're also integrating Fireblocks technology to fortify our custody offerings. For disaster recovery services, we will leverage our secure infrastructure to provide backup storage to ensure customer funds are safe and recoverable. Every off-exchange customer will require a disaster recovery package, so there's tremendous opportunity for that in safeguarding these assets. By joining the Fireblocks Qualified Custodian Network, will be connected to the thousands of organizations across the crypto ecosystem who use the network every day, including exchanges, liquidity providers, and custodians. There's only a select group of qualified custodians in this network, and we're proud that our differentiated, secure, and compliance-first focused approach enabled us to be selected. The broad reach of this network will fuel our pipeline of prospects for our full suite of crypto solutions. We'll continue working with Fireblocks to jointly deliver additional use cases and capabilities to the market through this strategic alliance. With that, I'll turn it over to Karen to discuss our financial and operating results for this quarter.

Thanks, Gavin. I will now walk you through our second quarter financial results. A quick reminder that this quarter includes the results of Apex Crypto. which we acquired on April 1st, 2023. Apix Crypto materially increases our crypto service revenue such that we now present crypto services revenue as a distinct component of our revenue. In accordance with GAAP, we are presenting crypto service revenue as well as crypto cost and execution clearing and brokerage fees on a gross basis since we are a principal in the crypto services we provide to our customers. By contrast, we are an agent the loyalty redemption services we provide our loyalty customers so loyalty revenue is presented on a one-line net basis crypto costs and execution clearing and brokerage fees which we will refer to as crypto costs and ecb for the remainder of this call will drive crypto services revenue and the difference between these two line items represents cryptos trading's contribution to margins Please see the notes section of our earnings presentation for additional detail on crypto services revenue and related costs. Turning to slide 13, we have our second quarter 2023 financial results. We had total revenues of $347.6 million, of which $335.3 million was gross crypto services revenue, which increased significantly due to our acquisition of Apex Crypto. We had $12.3 million of net loyalty services revenue. Operating expenses were $398.7 million in the period, which reflects a significant increase in crypto costs in ECB, driven by the related crypto services activity. During the quarter, we had $17.0 million of acquisition-related expenses. $10.4 million of this was a non-cash accrual related to the estimated fair value of the contingent stock earnout associated with our acquisition of Apex Crypto through 2025. We will update the estimated fair value of the contingent stock earnout at a quarterly basis based on the forecasted gross crypto revenue plus crypto cost and ECB associated with the Apex Crypto relationships. As such, the accrued stock earnout as of June 30th subject to change as our revenue forecast changes. The 2023 and 2024 earn-outs will be finalized as part of our 2023 and 2024 year-end reporting. Operating expenses, excluding crypto costs in ECB, were $64.7 million. Excluding acquisition-related expenses, operating expenses were $47.7 million, which represents a decrease of 16% year-over-year. primarily due to a reduction in total compensation and benefits, as we are starting to see the benefit from earlier expense actions. The net loss for the quarter was $50.5 million, which resulted in a diluted net loss of 19 cents per share on an average diluted share base of 89.8 million shares. Net loss allocated to the non-controlling interest in the operating company was $33.7 million, leaving a $16.8 million loss attributable to Back Holdings Inc. for a net loss of $0.19 per share and an average basic share count of 89.8 million shares. Our total share count as of June 30th was 274.6 million shares. ICE remains our largest shareholder as they own 64% of our aggregate shares, which has Note that the percentage ownership is down slightly from prior periods due to new Class A share issuances and not due to the sale of shares by ICE. On slide 14, we have our EBITDA and adjusted EBITDA for the second quarter of 2023. Adjusted EBITDA reflects adjustments for non-cash and acquisition-related items that impacted the period. EBITDA and adjusted EBITDA for the quarter were losses of $47.2 million and $24.5 million, respectively. Adjusted EBITDA loss improved versus the prior year period, primarily due to lower compensation and benefit costs. On slide 15, we show revenues for the company. Given the increase in crypto revenue resulting from our acquisition of Apex Crypto, we are now presenting revenue broken out between crypto and loyalty revenue, in addition to the revenue detail for subscription and service revenue and transaction revenue. Total revenue in the second quarter of 2023 was $347.6 million. As I noted earlier, crypto services revenue is reported on a gross basis. For the second quarter, gross crypto services revenue was $335.3 million, which was the result of the increased crypto transaction volumes from our acquisition of Apex Crypto. Net loyalty revenues of $12.3 million were down 8% year over year. This was driven by a decline in subscription and service revenues, which were $5 million for the quarter, down 23% year-over-year. The reduction we saw here was primarily due to lower volume-based service revenue. Service revenue has a variable component and is driven by activity levels at our customer call centers and technology development work on behalf of our clients. Loyalty transaction revenues of $7.3 million increased 6% year-over-year due to an increase in air travel volume. However, this was partially offset by lower hotel and car booking volumes, which remained under pressure since the latter half of 2022. Turning to slide 16, we have total operating expense. Total expense for the second quarter of $398.7 million includes $334.0 million of crypto costs in ECB. These costs are driven by crypto trading value. SD&A expenses of $7.6 million were down 23% year over year due to a reduction in marketing expenses. Total compensation expense of $27.1 million declined 21% to the second quarter of 2022 due to lower headcount and a decrease in non-cash compensation expense. Other expenses of $30.1 million included $17.0 million of acquisition-related expenses, of which $10.4 million is the non-cash accrual of APEX stock contingent earn-out, as noted previously. We are pleased that we are starting to see the benefits in our risk margins from our prudent expense management actions. As a reminder, we expect the impact from earlier restructuring actions in 2023 to be $29 million of expense savings. and an incremental $7 million of expense savings is expected in 2024. Turning to slide 17, we have a new slide comparing gross crypto services revenue and crypto costs and ECB at a quarterly basis. You can see on this chart how crypto costs and ECB drive gross crypto services revenue. The gap in the two columns Gross crypto services revenue of $335.3 million was impacted by lower industry-wide activity levels in May, as you will see in our key performance indicators on the next slide. Crypto costs and ECB of $334.0 million were in line with revenue levels. On slide 18, we have our key performance indicators. We have made updates to our KPI disclosures to provide additional details on volume activity for legacy APEX crypto. Although our acquisition of APEX crypto closed on April 1, 2023, we have included APEX crypto in the historical KPI figures on this slide for comparison purposes. The KPIs we will now be disclosing are crypto-enabled accounts, transacting accounts, notional traded volume, and assets under custody. For more information on how we define these metrics, please see the notes section of our earnings presentation. We had 6.0 million crypto-enabled accounts at the end of the second quarter, which reflects steady increase over time. Next, we have our transacting accounts, which we break out into crypto and loyalty accounts. There were 1.2 million transacting accounts in the second quarter, of which 740,000 were for loyalty redemption and 441,000 were crypto trades. Loyalty redemption transacting accounts were up 9% year-over-year due to higher air travel activity. Crypto transacting accounts were down 10% sequentially due to the industry-wide slowdown in the crypto market activity in May. Notional traded volume is also broken out between crypto and loyalty reduction. Total notional traded volume was $531 million. of which 334 million was from crypto and 198 million was related to loyalty redemption. On this chart, we have also included crypto industry trading volumes, which is the orange line. As depicted here, while our trading volumes were down 25% sequentially, our business outperformed the overall crypto market industry, which was down over 40% during the same time period. Meanwhile, loyalty redemption volume was down 3% year-over-year, driven by lower hotel, rental car, and merchandise redemption activity. Our assets under custody of $660 million declined 8% sequentially due to a reduction in certain coin prices. Turning to slide 19, we have our condensed balance sheet. We ended the second quarter with $99.4 million of cash, cash equivalents, and available-for-sale securities. In the second quarter, we had cash usage of $18.2 million. Second quarter cash usage included $5.0 million for acquisition-related expenses, a $2.7 million marketing partnership payment, and $1.8 million of insurance costs. On slide 20, we have updated our full-year 2023 outlook. Our updated guidance reflects the impact from the acquisition of Apex Crypto taking into consideration the disclosure of revenues on a gross basis and associated crypto trading costs, as well as the current market environment. For the full year 2023, we expect revenues to be in the range of approximately $2,132 million to $3,771 million. This includes gross crypto revenues of approximately $2,077 million to $3,716 million. which includes the impact from Apex Crypto. Our revised forecast also reflects the solid progress we've made signing up new clients and international expansion, as well as the recent industry-wide slowdown we've seen in crypto market volume. We expect full-year 2023 crypto trading costs to be in the range of $2,069 million to $3,702 million. Our full year 2023 outlook for loyalty net revenues is expected to be around $55 million. We expect loyalty transaction revenue to be relatively flat coming off a strong 2022 post-COVID rebound. This contrasts with our expectations for the loyalty business at the beginning of the year, when we expected continued growth in transaction volumes from 2022 levels. What we have seen so far this year is durability of the 2022 loyalty transaction volume, which effectively reset post-COVID. We've also updated our loyalty revenue outlook to reflect the lower loyalty service volumes we've experienced in the recent quarters. As a reminder, the guidance we gave earlier this year for net revenue was $62 to $72 million. If you net our crypto costs against gross crypto services revenue, To add that to net loyalty revenues, the expected contribution to margin is $64 to $70 million. For the full year 2023, we expect net cash used in operating activities to be $78 million to $84 million. You'll recall that the guidance we provided earlier in the year was operating cash usage of $100 million to $110 million. so a significant improvement here due to our focus on disciplined expense management. Free cash flow usage is expected to be $90 million to $96 million. This compares to our prior guidance of free cash flow usage of $105 million to $115 million. This reflects a 70% to 80% reduction in free cash flow usage for the second half of the year versus focus on prudently managing our expense base. I'll now pass it back to Gavin for his closing remarks.

Thanks, Karen. Just a few final thoughts. We've made substantial progress this past quarter, and we're building momentum for future growth. We were at a pivotal moment at the beginning of the quarter, having just closed our acquisition of Apex Crypto on April 1st. We've been off to the races since. integrating Apex Crypto, launching new capabilities, expanding internationally, signing new client relationships, and building new strategic alliances with leading brands such as Plaid and Fireblocks. I'm proud of our teams who have worked tirelessly to make this progress happen in such a short amount of time. There's still so much more to come. We've built a platform that's really ready to take off and grow. We've made many of our big investments, and we're now leveraging the capabilities to scale our business. We will continue to work hard every day to deliver strong results to our clients, our partners, and our shareholders. I'm optimistic about our future. I can't wait to share more as we continue to execute and win. Thank you for joining us today. I'll turn it over to Anne to manage Q&A.

Thanks, Gavin. Let's move over to questions from the investor community. Leading into our Q&A session, we'll start by answering the top questions from, say, ranked by number of votes. After that, we'll turn to live questions from the analyst community. Our first question comes from Working P, who would like an update on the progress we've made on previously announced partnerships. They note that crypto market conditions have improved in the last quarter significantly and wants to know what this means for our partnerships. Gavin, can you take this question?

Yeah, sure. Look, I'm happy to. during our prepared remarks the substantial progress you've seen us make recently building out our client base and forging new collaborations with industry leaders such as Plaid and Firebox. We're really pleased with the momentum that we're building and it really is a proof point of how our acquisition of Apex Crypto could not have happened at a better time. Our ability to expand into the rapidly growing fintech space and into international markets is even more compelling right now. Although we're seeing some more activity in the US around regulation for crypto, we're still not where we need to be. The lack of regulatory clarity for crypto has kept the activation of our Tradify partners on pause. Yet we've long since completed most of the integration and go-to-market work with our Tradify partners, and we'll be ready to go when the time is right to enter the market. We're making good progress with our non-translight clients. With Caesars, we're actively engaged and executing with them to launch crypto rewards. Our cross-functional teams, including engineering, sales, marketing, and design, are collaborating closely to activate these capabilities. Stay tuned as we anticipate providing additional announcements on this before not too long.

Thanks, Gavin. Next, we have another question from Working P, who would like to know why BAC was not selected to provide custody solutions for any of the recently announced Bitcoin spot ETFs, despite our compliance-first approach.

Karen, can you take this one? Sure. Happy to take that question. Custody has always been a very important part of our business. Our secure and reliable platform is trusted by clients, and it's the backbone of our company. That said, historically we have focused much of our sales and marketing efforts on the more scalable go-to-market opportunities through our B2B2C approach. While custody has always been an important part of the platform, given our focus on B2B2C, we were not always aggressively marketing our custody capabilities to win new business. We have been fortunate that our clients are proactively reaching out to us with interest in our secure, trusted, institutional-grade custody platform. This influx of client interest has been even more pronounced following recent disruptive events in the crypto markets, which have highlighted the difficulty in storing digital assets safely and the need for multi-custodian access and secure self-custodial functionality. We have been successfully signing up new clients for our custody product, and we are focused on building on this momentum to continue expanding our client base and custody capabilities.

Thanks, Karen. Next, a few people have asked about international expansion and a status update around when we expect to launch. I think we answered this in the prepared remarks, but Gavin, please add any additional thoughts you might have here.

We mentioned earlier in the prepared remarks that we've signed an agreement with IBEX to offer crypto trading for Latin America, which we expect to launch in the fourth quarter of this year. We're working closely with our existing clients to bring our capabilities into the United Kingdom, European Union, Hong Kong and Australia. While we're making solid progress on these efforts and hope to be live soon, as everything we do, we're being thorough and careful to ensure that we're following all of the rules and regulations in these markets. Our compliance first focus approach is what differentiates it and we do not make compromises with it. We think that we're getting close with expansion into additional markets and I hope to share more with you soon.

Thanks for that, Gavin. Our final question from the SAFE platform will be from Jonathan P., who asks, will BAC be a company that investors will look back on and be proud of having invested their hard-earned money into? Karen, this one's for you.

Sure, happy to take that one. Hopefully you've gathered from our strategic highlights for the quarter the great amount of progress that we've made and the momentum that we're building. We're taking the top-notch platform that we've worked tirelessly to build and leveraging it to scale and grow. We've done the heavy lifting already with the investments and the infrastructure build and the product development. Now it's our time to scale and grow. I truly believe that BAC is well positioned to succeed and win, and our teams work day and night to make that happen. I'm extremely proud to be a part of this organization and believe that our shareholders will look back and be proud of all that we've accomplished. I know being an investor in our stock has not always been an easy journey, and I thank you for sticking with us. While we can't control all of the market and economic factors that have negatively impacted our stock, we will continue to control what we can to drive positive shareholder value. That includes disciplined expense management, balanced with strategic capital allocation in areas where there's a clear path to profitability. Thanks, Karen.

And with that, I would now like to turn the call back over to the operator to open up the phone line to take questions from the analyst community.

Thank you, Anne. If you'd like to ask a question, please press star, fold by one on your telephone keypad now. If you change your mind, please press star, fold by two. When preparing to ask your question, please ensure your device is unmuted locally. Our first question today comes from Trevor Williams from Jefferies. Please go ahead.

Great. Thanks. Good morning, guys. Maybe to start, Gavin, just would love your perspective on the regulatory environment, all the moving pieces. I know it's a very fluid month-to-month situation, but just maybe kind of the state of the union of how you guys view the regulatory environment, what you're expecting to come out of Congress, if anything, over the next six to 12 months, how some of the recent SEC actions and court cases, how any of that affects you guys. So would just love kind of your broader perspective on it. Thanks so much.

Good morning, Trevor. Thanks for the question. You know, I think when you look overall, I think it still is a tale of the U.S. versus what's happening outside of the U.S. In the U.S., obviously, the Ripple decision has been a... you know, sort of a setback to the SEC with respect to some of the enforcement actions that we've seen against industry participants looking at unregistered securities. But, you know, when you look at it as a whole, I think it will act as a catalyst for where we're going with Congress. And we'll start to see some movement. But when we think about it overall, I think the lack of clarity... on how crypto should be regulated is still apparent with where we are. While I'm hopeful that Congress is paying attention to this and I'm encouraged by the progress that we've seen, I think the market structure bill in the House is a good example. As I said, there's a long way to go before it or any of the other bills come into law. We continue to make our voice heard on Capitol Hill to sort of encourage Congress to resolve the lack of clarity quickly. I think when we look outside of the US, I think we're seeing clarity coming to some of the markets that we've spoken about in our prepared remarks and ones that we're excited about and we see the entry. But I think here in the US, we're still seeing that ambiguity. And it's that lack of clarity that is forcing some of the participants to still sit back and continue to watch what's happening

uh with with that landscape because without the clarity they're unsure about what their entry strategy should be got it thank you that's helpful and then um maybe for for both you and karen it's nice to see the cash burn coming down uh just a little maybe give us a sense for um kind of where some of the reallocated priorities have been just within kind of your investment spend framework where maybe you've kind of deemphasized or reemphasized within kind of the updated outlook for expenses. Thanks so much.

Yeah, I can take that one, Trevor. So I'm glad that you noticed that. I think we're making a lot of great progress in terms of reducing cash burn and really being prudent with expenses. So the trend that you see for the second quarter, that's going to actually continue. Our free cash flow for the second half of the year is going to be 70% to 80% less than what we had at the beginning of the year. A lot of that came through some very tough decisions that we had to make earlier in the year in terms of headcount reduction. But we're also at the point now where We've built a lot of the infrastructure and technology that we need to go to market. We are still investing in the crypto business, but we're really being prudent in those additional investments, making sure that we're putting them where there's immediate product market fit. So one of the things that we talked about earlier in the presentation was custody. That's a great example of where the market is actually coming to us, recognizing what we can contribute with our platform, with our compliance approach, with the fact that we're a qualified custodian. So custody is one of those areas where we are allocating capital because we see the return there. And then we also continue to see the return and the opportunities, the crypto trading piece, not only with our international opportunities, but as Gavin mentioned, we do see demand increase for the Fiat rails that BAC historically has been able to provide. So that's another area where you'll see us continue to add capital. But at this point, I think with the actions that we took, as you've heard me talk about before, those actions reset the operating expenses by $29 million in 2023 with an additional $7 million reduction in 2024. So we're really looking to have this reset expense base drive future growth.

Thanks. Appreciate it.

The next question on the line is from Andrew Bond from Rosenblatt Securities. Please go ahead.

Hey, thanks. Good morning. So it looks like you guys are definitely starting to make some strong progress across the board here. With regards to custody, just thinking from a modeling perspective, when do you think new customer growth should begin to translate to meaningful revenue there?

Hey, Andrew. It's Karen. So in terms of what we've given as the outlook for 2023, we haven't broken that up between custody and trading. I can just give you a little bit of color in terms of how we price those services. Typically, you know, you're looking at a pricing model that has, that's based on assets under custody with a minimum. And then you're also looking at incremental transactional revenue on withdrawals and deposit activity. But as Gavin mentioned, we're offering more than just traditional custody. So, for instance, the, you know, the backup key work that we're doing That is something that is actually a platform-based, you know, kind of almost like a subscription-based model. So you're going to see a combination of both of those things as we ramp that up into 2024.

Got it. Okay, and Karen, you mentioned kind of outperformance in trading relative to the broader market. And there was some noted share shift during the quarter amongst some of your competitors. So, I mean, can you talk about how you guys are looking at market share dynamic, and if anything stands out for Bakkt broadly or, you know, particularly within some of the different APEX customer segments you guys have?

I think one of the things when we look at our trading activity, you know, Compared to what we've seen in the broader market, we have a customer base through the acquisition of Apex that is based in fintech. They are active equity traders, and we see a strong correlation there between investors who are active equity traders and their propensity to trade in crypto as well. I think, you know, compared to the broader market, I think we have an investor base that is probably more active as they see market volatility. So I think, you know, that's one of the reasons that we would see, you know, a little bit more durability. Our lows did not go as low as the market in general. And then we were able to rebound quickly. So, you know, I think as you probably know, May was probably the worst month of the second quarter. I think everybody had a bad May, but our May was not nearly as bad as everybody else. And then, importantly, our June rebounded faster than the market in general.

Okay. And just lastly, in terms of the partnerships with rewards, I know those of you asked before, just thinking about actually the – cross-sell opportunities to some of the legacy APEX clients. And has that kind of been any progress there? And have you seen some interest from some of the clients that came over from APEX in your reward solutions?

Andrew, I'll take that one. Good morning. I certainly see it in terms of the discussions that we're having. I mean, there's interest around the engagement that these platforms want to be able to create with their customers. Obviously, they're highly engaged platforms because of the training activity. What they're looking to do is to look at other ways in which they can potentially diversify their revenue streams or bring people back in to their environments on a more frequent basis. And we think some of the rewards propositions, particularly on the crypto rewards side, have the ability to do that. So there's definitely been strong discussions with some of those clients, and we're hoping to see it turn into opportunity. But right now, their focus is on addressing and ensuring that their trading businesses work in the current macro.

Okay. Thanks, Gavin and Karen. Thanks.

Thanks, Andrew.

The next question on the line is from John Roy from Water Tower Research. Please go ahead.

Great. Thank you. So given that APEX just closed this quarter, how should we be thinking about the take rate on the crypto transactions there?

This is Karen. That's a great question, especially because with this material increase in crypto revenue, Our income statement is now showing a lot of big numbers on a gross basis. So maybe what's most helpful is if I take you through the statement of operations and how we think, what we're seeing is take rate and what drives it. So when you think about the gross crypto services revenue that we have, the vast majority of that is from the gross trading volume that we have with our customers. But that is not the only thing that's in there. So there are platform minimums of fees that also come into play with that line item. Crypto cost is really the cost of providing the crypto basically after the spread that we charge. And then we have execution, clearing, and brokerage fees, which is really the, if you think about how we partner with our partners, partners, they're really serving as introducing brokers to us. And so that's the rev show that we give them. So if you think about all those things together, as I mentioned in the call, the gross crypto services revenue, less the crypto cost and execution clearing and brokerage fees, really represents the net contribution of crypto trading to our operations. And so if you do the math, for instance, for the second quarter, you're seeing a take rate of about 38 bps. And so again, that's really the, it's the spread and the minimums that we get on the trading, less what we share to our partners, which is really a byproduct of our B2B2C approach, which is what we think is a very efficient way to get access to all these customers. So as we go forward, I think we'll be talking about how that take rate, again, the difference between those three line items changes over time in the key drivers because partners are different in terms of how they want to set the spread, and then we have different arrangements with different tiers of profit sharing. So that is going to be somewhat dynamic over time. But we've been seeing it in that high 30s rate for some time.

Great. Thanks. Now, obviously, there's been a lot of discussion on OPEX. So it seems to be if you adjust for acquisition expense and crypto cost, your OPEX seems to be coming down. So what do we want to think about a run rate for OPEX going forward? And any kind of color you can give me on the non-cash accrual for acquisition stuff, that would be helpful as well.

In terms of OPEX, I think obviously one of the biggest components is our compensation and benefit expense. So hopefully the guidance that we provided earlier in terms of the impact of the decisions that we had to make earlier in the year, it is coming down in the second half and then you'll see additional declines in that OPEX expense in 2024 when you get the full year impact of those decisions of about $7 million. As it relates the accrual that is in the acquisition expense. It is probably a little bit unusual, but you have to think back to the structure that we put in place when we bought Apex. So there was, if you recall, a cash component of the purchase price, and then there were stock earnouts that were dependent on revenue performance over certain periods. And so what you're seeing there in that $10.4 million non-cash accrual is GAAP requires us every quarter to fair value that contingent consideration, that stock contingent consideration that'll be paid out through 24 and 25, based on our expected outlook of the contribution that Apex Crypto's customer base has to our net revenue. So yeah, the fact that we have an accrual, it's certainly not the whole 100 million potential stock compensation that they could get over 23 and 24 performance yet. But we are seeing, you know, based on what we see now, we see scenarios where some of that stock comp can get paid out. So that's what we're occurring for, but that's going to change every quarter. And it's really just having to wait until year end 23 and year end 24 where we actually fix those amounts. And again, I would remind you that that is not a cash expense. That is all stock earned out.

Great. Thanks, Karen.

As a reminder, if you'd like to ask a question, please press star, fold by one on your telephone keypad now. It appears we have no further questions. I'd like to hand back to Anne to conclude. Great.

Thank you, everyone, for attending our earnings call this morning. We look forward to connecting with you again soon. Take care.

Ladies and gentlemen, this concludes our event. You may now disconnect.