Posabit Systems Corp

Good day, everyone, and welcome to the Positive Systems Corporation third quarter 2023 earnings call. At this time, all participants have been placed on a listen-only mode, and we will open the floor for your questions and comments after the presentation. It is now my pleasure to turn the floor over to your host, Oscar Dahl. Sir, the floor is yours.

Thank you, operator. With me on this call are Ryan Hamlin, Chief Executive Officer, and Matthew Fowler, Chief Financial Officer. I would like to begin the call by reading the safe harbor statement. This statement is made pursuant to the safe harbor for forward-looking statements described in the Private Securities Litigation Reform Act of 1995. All statements made on this call, with the exception of historical facts, may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although the company believes that expectations and assumptions reflected in these forward-looking statements are reasonable, it makes no assurances that such expectations will prove to have been correct. Actual results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties. For discussion of such risks and uncertainties, which could cause actual results to differ from those expressed or implied in the forward-looking statements, please see risk factors detailed in the company's annual report and subsequent filed reports. as well as in other reports that the company files from time to time with CDAR. Any forward-looking statements included in this call are made only at the date of this call. We do not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent knowledge, events, or circumstances. The company may also be citing adjusted EBITDA in today's discussion. Adjusted EBITDA is a non-IFRS measure used by management that does not have any prescribed meaning by IFRS and that may not be comparable to similar measures presented by other companies. The company defines adjusted EBITDA as net income or loss generated for the period as reported before interest, taxes, depreciations, and amortization. It's further adjusted to remove changes in fair value and expected credit losses, foreign exchange gains, and our losses and impairments. The company believes this is a useful metric to evaluate its core operating performance. Now, I'd like to turn the call over to Ryan Hamlin, Chief Executive Officer. Ryan, please proceed.

Thanks, Oscar, and welcome, everyone. As a reminder, all the numbers that I'll be talking about today are in U.S. dollars. I want to actually start off by saying I'm actually doing this call from my hotel room in Las Vegas. I'm at the annual MJBiz Cannabis Conference. This is the biggest show each year, and I'm pleased with how well positive it has been received these last couple days by both current and new merchants. Our point of sale 2.0 version that completed its full rollout recently has received much praise and adoption. In fact, we now have over 50% of the entire state of Washington using our point of sale. This is a great milestone for our team. I just wanted to start with that, so we'll jump right into our Q3 financial results. Despite the massive service interruptions across the industry in Q3 and now into Q4, Positive still had a small gain in quarter-over-quarter revenue. I attribute this to the fact we have redundant systems in place and a heroic effort from our positive team members who worked long hours to ensure our merchants had minimal disruption. For the quarter, revenue was $13.6 million, up 32% year-over-year, versus $10.3 million in Q3 of 2022. Transactional sales for our payment processing merchants increased to $157.9 million, up 11% year over year versus 142 million in Q3 of 22. Gross profit was 3.2 million. While the level of growth was not what we had anticipated, we are pleased given the massive disruption within payments in the cannabis industry over these last few months. I'm very happy with how we responded, but also want to remind all of us of how unpredictable this industry has become. Even though our Q3 revenue had mild quarter over quarter growth, We were hit about two-thirds of the way through that quarter with the shutdown of the service that we had acquired from Hyper back in April. Fortunately, we were able to minimize this initial outage by migrating most of the merchants to an alternative solution. This outage did affect our Q3, but not as much as it would have without having redundant systems in place. This continues to show how important it is in this payments landscape to continue to build out multiple solutions with full redundancy to ensure minimal disruption to our customers. Now, I do want to address quickly the pin debit update from the early October press release we put out. I know this release caused a bit of confusion with our investors, and I apologize for that and not being able to provide more details in that release. It's always our priority to keep our investors aware of any changes that could affect our business. This is even more important, obviously, as a publicly traded company. In the end, our legal team recommended we keep the release short and to the point. We will do our best to continue to update our investors as necessary. On October 11th, we did announce a decline in PIN to EBIT acceptance rates. The impact of this decline was felt throughout the cannabis industry and was not in any way isolated to just positive it. Unfortunately, as long as cannabis is still a Schedule I drug at the federal level, there will continue to be a lot of scrutiny and reviews of all payment types in this industry that are not cash only. We, along with the entire cannabis industry, are hopeful that the government will move forward with descheduling cannabis to help provide a safer environment for consumers to transact. For Positbit, since the announcement on October 11th, we have returned to 98% acceptance rates on all debit cards and are able to offer our merchants multiple payment solutions they deserve. The work to get our merchants back up and running has been our number one focus for the past six weeks. I challenged our team when this outage occurred in early October, and our team really rallied around that, working long hours and weekends to ensure our merchants could get back to processing as soon as possible. In fact, I'm really happy to confirm that as of this last holiday weekend, Our transactional sales run rate is at nearly 75% of what it was prior to this disruption. The current volume, now coupled with the additional merchants either currently contracted or being onboarded, will put us on track to exceed our pre-October processing volumes by the end of this year. Throughout this process, we have not only focused on supporting current merchants, but have used it as an opportunity to approach and sign up new dispensaries who were left behind without a payment solution after the October industry-wide interruption. The implications of this decline in acceptance rates, while painful in the short term, will prove beneficial to the company in the long run. For the last several years, we've been talking to all of you about the importance of having multiple payment methods besides just cash. We've been successful in bringing out new solutions that now provide up to four different types of payment offerings merchants can choose from. This is a must for this industry to reduce the volatility and create more predictability with our business and keep our customers delighted with our service. In addition to this ability to run multiple payment methods, Positive has developed the ability to run all of these on a single payment terminal. We heard our merchants loud and clear about having one solution and one partner they can count on for payments. And I'm happy to announce that Positbit now has that solution. In early Q1, early next year, Positbit will be releasing the first ever cannabis payments device capable of processing multiple payments on one device. This will further differentiate Positbit as the leading provider of sustainable payments within the cannabis industry. Another key initiative for Positbit, in addition to having multiple payment methods, is to be capital independent by being cash flow positive. Even prior to the recent payment interruption, Positbit was focused on cost containment to ensure a clear path to profitability. With that in mind, in the first week of October, we actually implemented a series of cost reduction measures aimed at optimizing operations and put the company on the road to profitability in 24. The forecasted annual savings from these cost-cutting measures will result in an annual savings of approximately $4 million. This reduction was made up of a small decrease in our employee base, optimizing our partner contracts, and a reduction in travel and expenses. When building this cost reduction plan, we took extraordinary care to make sure that our best-in-class service was not adversely affected. Now, nearly two months later, we can confirm that positive service levels remain excellent and the company is operating with efficiency and precision. I also want to take this time to remind our investors of the point of sale licensing deal we made over a year ago with a large technology company in the cannabis industry. If you recall, we received the first year's cash payment last year up front of approximately $5 million in cash. Starting just two months ago, we began receiving a monthly cash payment of nearly $400,000. This increases to approximately $450,000 in the following 12 months, and then finally to $513,000 in the fourth and final year. At that point, the licensee will either continue to pay royalties per terminal or buy out the agreement for approximately $32 million. I wanted to bring this up and remind our investors of this very important and predictable infusion of cash on a monthly basis that goes straight to the bottom line for the next three years. Having this cash come in monthly, along with the combination of the cost reductions I just mentioned, and they return to normal processing levels, we are very confident we'll be cash flow independent in 24. Getting to profitability has and will continue to be a high-level focus for us as we continue to not only grow, but run as a cash flow positive company. Before I turn it over to Matt for our detailed financials, I'm really excited to announce the positive intent to apply to list common shares on the TSX Venture Exchange. The listing of the common shares on the TSX-V remains subject to the final submission by the company of a formal application, the review of the TSX-V, and the satisfaction of all listing regulatory requirements. This has been a lengthy process, but we are full steam ahead. This was a major milestone for the company, and especially for you, our investors. We do not believe our current stock price is in any way indicative of Positbit's true value, and understand the limitations our current listing has imposed, unfortunately, on our North American investors. We, of course, will be sharing much more about this after we have the specific dates that we can share publicly. Moving to the TSX-V is a goal we've had for some time, And I'm very happy that we're close to achieving that. Now, I'm going to turn the call over to Matt Fowler, our CFO, for a more detailed review of our financial results for the third quarter ending September 30th, 2023.

Thank you, Ryan. Transactional sales for our payments platform were $157.9 million, up 11% compared with $142 million in the third quarter of 2022. Sequentially, transactional sales were down 3% compared to $162.6 million in the second quarter of 2023. Transactional sales is a non-IFRS measure and one of the key drivers for our business. Total revenue was $13.6 million, up 32% compared to $10.3 million in the third quarter of 2022. Gross profit was $3.2 million, or 23% of revenue, up 10% on a dollar basis compared with $2.9 million for 28% of revenue in the third quarter of 2022. The decrease in gross margin percent year over year is tied to a change in the products we offer in Q3 2022 versus Q3 2023. Operating expenses were $3.4 million compared to $2.9 million in the prior year's quarter. The primary driver in the increase in operating expense was hiring that has taken place over the last 12 months in higher professional fees. Sequentially, operating expenses were down 43% to $6 million in the second quarter ended June 30th. The decrease in operating expenses sequentially is largely driven by lower non-cash share-based compensation of $482,000 versus $761,000 in Q2 A benefit in non-cash foreign exchange of $249,000 versus a cost of $123,000 in Q2 in a one-time adjustment tied to legal settlement, which resulted in reclassing legal expense of approximately $949,000 from operating expense to other income expense. Administrative expenses were $3.8 million for the quarter. The largest driver of administrative expenses are people costs. These were $3.3 million for the quarter. This compares to $1.8 million in the prior year quarter. The increase year-over-year is driven by hiring in addition of headcounts from the hyperacquisition. Regarding the hyperacquisition, during the quarter, the company recognized an impairment to the intangible assets it recorded from the purchase of hyperassets. Total impairment recognized was $5,160,000. This was primarily made up of $5,100,000 allocated to a third-party payment processing contract that was acquired as part of the hyperacquisition, and to a lesser extent, $60,000 tied to technology. The impairment of intangible assets was as a result of HYPR's payment processing terminating its processing activity during the quarter. Once notified, we engaged with the merchants we acquired as part of the HYPR acquisition to work to move them to alternative positive payment programs. As a reminder, a large portion of value in asset-light mergers is ascribed to intangible assets. Net loss was $7.5 million, inclusive of the impact of $395,000 non-cash change in the fair value retrieval of liabilities. and a $5.2 million impairment of intangible assets tied to the hyperacquisition. This compares with a net loss of $1.2 million inclusive of the impact of a $1 million non-cash change in the fair value of derivative liabilities for the third quarter of 2022. To mark the market of embedded derivative liabilities tied to our convertible debt, it is a non-cash accounting injury required by IFRS. It can cause significant differences in net income or loss quarter to quarter. Fluctuations in this line item of our income statement may be more extreme through increased volatility in companies' stocks. Adjusted EBITDA was a loss of $33,000, or negative 0.2% of revenue, compared to our adjusted EBITDA loss of $2.2 million, or negative 16% of revenue, in the third quarter of 2022. Our adjusted EBITDA was influenced by the legal settlement. If we were to exclude the impact of legal settlement, our adjusted EBITDA would have loss for the period would have been 2.2 million or 17 percent of revenue cash on hand at the end of the third quarter was 3.2 million this compares to 3.1 million at the end of 22. our debit balance remains low at 3.3 million of debt consisting of sba loan convertible notes in a three-year term loan with that i'll turn the call back to you ryan for closing remarks thanks matt before we finish up

I want to reiterate the resilience of our company. As you know, cannabis is a challenging industry, but we also look at that as a positive. It's a barrier to entry and part of our vote. There are things out of our control that can impact our business with little warning. We pride ourselves on being equipped to weather those storms and come out on the other side stronger. This is what we've done now for over eight years, and it's no different today. Positive has had short-term outages in the past, but that is all they are, short-term. The positive team has seen it all. We are battle-tested, and we will always find a way to fight back through this adversity. We've proven it time and time again. It's this ability to be resilient that does and will continue to set us apart from our competitors. And now I want to end by addressing our guidance for the year. Given the recent disruption in the industry, we are withdrawing our 2023 guidance. At this stage of the year, our 2023 guidance is effectively Q4 guidance. We thought a better data point for our investors would be to share the current run rate and implied financial impact based on the outage we had in October. I also want to stress that given the multiple payment types we now offer and the mixed shift of those different payment types by our merchants, it's a little harder to forecast our top-line revenue. Instead, we believe our investors are most interested in gross margin dollars and gross margin dollar growth. If you look at our exit run rate here at the end of November and based on the 75% transactional sales attainment we reached last week, we are tracking a run rate of approximately 11 million in gross margin dollars. And more importantly, given the line of sight of the merchants that are in the pipeline today and the ones that are just waiting to be implemented in the next few weeks before the end of the year, we believe we will achieve 85 to 90% attainment. This would then put us right back to where we were roughly at the midpoint of our gross margin prior guidance, which we gave of 12.5 million to 14.5 million for 2023. Lastly, I want to mention that adversity can also be a catalyst for growth. This industry-wide service interruption affected everyone, including all of our competitors. This has created an opportunity for our sales team to re-engage with past merchants that we may have lost to a competitor and also reach out to the entire industry at large to sell our services. In fact, several of the merchants that we have onboarded are now new to Positbit. I know this was a lot and thank you for your time. I appreciate you listening in and I hope We addressed most of your concerns and especially those that were maybe a little vague from the last press release. If we didn't, please send an email to investors at positive.com or feel free to ask your question right now. We're going to open it up, operator, to any questions that there may be.

Certainly. Everyone at this time will be conducting a question and answer session. If you have any questions or comments, please press star one on your phone at this time. We do ask that while posing your question, please pick up your handset if you're listening on speakerphone to provide optimum sound quality. Once again, if you have any questions or comments, please press star one on your phone.

Please hold while you poll for questions. Your first question is coming from James Baglanos. Your line is live.

Hi, Ryan, Matt. Good afternoon. I just wanted to start by saying great job navigating the disruption because that seems like a pretty scary time. But before we get into that, can we just kind of big picture talk about the state of the industry? Are you seeing signs of stabilization broadly within the cannabis market? Because it looks like MSO revenues are kind of stable sequentially and their gross margins are starting to recover. So I just wanted to first kind of talk about that before we get into positive specific.

Yeah, sure. It is a good question. I think you have to layer on that there's been a lot of discussion, particularly in the last three to six months, about what the government's going to do. Is there a version of safer banking coming? Is de-scheduling going to actually happen? I think that kind of unknown left the industry a little bit, I would say, you know, at a pause of trying to figure out, okay, where do we go? And particularly in our space, where do we go as far as like what's happening in the payment landscape? If you don't, you look besides the payment side and you just look at cannabis as a whole. Yeah. Sales for the most part have, you know, we've been seeing them lining up pretty much in line with everything that the MSOs have been reporting that our, our sales. have started, I think I reported to you last quarter, that they had plateaued and now starting to grow again. So we're starting to see growth. We're starting to see a small uptick in the average ticket. Not a ton, but a little bit. And that's, you know, I guess good signs that, you know, at least the industry is feeling more comfortable about it. But it still is this, you know, this unfortunate unknown that everybody has around, okay, what's the next step the government might take?

Right. Makes sense. And that's, look, I mean, that will work itself out. But just seeing that stabilization, you know, whether it's per ticket or same store sales, I think is a really good starting point for you guys. That's great. On Q3, can you size what the revenue and payment volume impact was from the hyper disruptions? Because it looks like it kind of would have rolled in and affected those October or the September numbers.

Yeah. Yeah. So if you look at the timeline, kind of what had happened in this industry, the first was, and it's one of the things we, you know, when we announced our hyper acquisition, one of the great things was that we had, you know, diversified, we had multiple, um, masterizing relationships, which gave us that kind of coverage that we were, we were desiring. Well, the reason that it made hyper very attractive, um, unfortunately that was one of the first processors that were affected. And that only affected our hyper business. So all of our other clients were unaffected by that initial Q3 blip, or you want to call it. Fortunately, we were able to move over literally all of that hyper business to an alternative solution within about a week and a half. So we had about a week and a half hit to the hyper. And then I would say not all, but there was a handful that still didn't migrate over. So the majority, though, did go. And then soon after that, you know, right there in early October is when we got the kind of the second whammy, I guess, so to speak, in that, you know, our current business, our non-hyper business also had the minor shutdown. So we kind of were hit with, and I hate saying, but a bit of a perfect storm in that, you know, in September, we got hit once with the hyper acquisition processing side of it. And then early October, kind of all the rest of our business. So That's why we're very aggressive in making sure that we built out the redundant systems. In some cases, when that hyper initial one happened, it really, I guess I could say, I'll make a little bit of lemonade here, it was positive in that it forced us to really look for alternatives. When the rest of the impact happened in October, we had already lined up alternatives. We weren't starting from a net zero. Long answer to your question is, you know, it impacted our Q3 by a couple weeks. We were able to migrate them over. But then really, you know, some of this is mostly carried into the beginning of October. And then, like I announced, it's great. We're back up and running now. But, you know, you're going to see a little bit more effect on Q4 than obviously you did in Q3.

Yeah. Okay. I appreciate the long answer because that really helps me understand everything that happened. And I think it's great, again, how you've navigated to get everything in order and kind of respond to this. Although, obviously, I'm sure we all wish it didn't happen. But that's fantastic. And it sounds like the cost-cutting actions you announced were underway before this disruption, at least before the bigger second whammy. Am I understanding the timeline correctly?

Yes. I'm glad you're adopting my win. What we had done and part of it, you know, the reason I wanted to call out in this script about the point of sale license agreement, that's a really important event because we got that one cash up front. Yes, we have the revenue recognition, but the cash is what's really important to help us to be cash flow neutral. And so we had looked at, we knew this new cash would be coming in in September and we looked at where our expenses were and we said, okay, Well, with that new cash coming in, what would we need to do to do a cash reduction of operations to be able to immediately get to a profitable state? And so we had started that whole exercise, honestly, as early as August, where we started to really look at it and then formalized it in September and then got board approval and everything and then actually announced it to our team for some of the members that were affected on October 6th. Yeah, it was something we were already planning on doing because, again, it goes back to the whole being fiscally responsible and getting us to be cash flow neutral and positive going forward.

Yeah, no, that all makes sense, and I think that's great. And I guess I had this question before you gave that final kind of closing run rate comment, and thank you for that detail too. But I guess what was the pre-disruption payment volume or revenue, gross profit level, whichever metric you want to focus on when you're saying you returned to kind of 75%? Yeah.

So our prior guidance was never – maybe this is a question totally today, but it was $12.5 million to $14.5 million. And what I'm trying to explain is that given our run rate and given what's in the queue, that basically puts us back to the midpoint, you know, I'll do the math, roughly for the year. So what we're trying to do is just show that, hey, we've recovered, and now as we exit, we're at that, basically puts us back in kind of the middle of where we had already stated our guidance for 23 was.

Right. Okay. And final points on that. And then I'll, I'll give my lineup here is to the a hundred that you have in the pipeline that are going to be going live kind of by year end time. That's what takes you to kind of that midpoint run rate level. Just right.

Correct. That is correct. In fact, we should, yeah, we'll exit the year actually hopefully exceeding that. That's there. There's a significant number of merchants that it's just, you can imagine when you transition from, to a different payment offering, you have to be methodical and make sure you're training your new customers how to use different things. So, you know, we've been going crazy onboarding, like, you know, literally 20 plus a day are coming live. It's just, you know, hopefully some of our team members are listening because our team truly have been heroic in working extremely long hours and getting our merchants back up, which I'm very much appreciative of.

Yeah, no, it sounds like it, and I believe it. But look, I guess, I mean, the quarterly results, there's a bit of a hiccup and they're a little bit messy, but it sounds like from where I sit, you're going to be exiting the year as a much better company in a much stronger position with a hopeful line of sight to a listing on an exchange that might give us an actual real price discovery and volume in the stock. So I think this is a fantastic update and development. So great job to all of you guys, and looking forward to the next update.

All right, thank you. I just appreciate it. Thank you. Your next question is coming from Joshua Horowitz from Palm. Your line is live.

Thank you very much. Thank you, Ryan, for your transparency and resilience managing the company through a tough period, and it looks like you've come out the other side pretty strong. We appreciate that. Thanks, Josh. Question for you, you know, maybe a little bit more color on just – The sequencing, as you see it, as far as rescheduling the DEA, HHS, how that all works, if they have to sort of slip that all in by a certain time period before the end of the current presidential administration in order for it to stand the best chance of it not being reversed. you know, not asking for like any expert political analysis, but just from the company's point of view, how do you look at that? Because clearly it's a major catalyst for all of your customers and by extension, you guys.

Yeah, no, good question, Joshua. I was actually asked this same question yesterday by an analyst that I was talking with. And I'm going to give an answer and then I'm going to kind of explain a little bit about it. I mean, and it's, When I said it to him, I said, this is not a lazy answer. This is just a realist answer that I've having been in the space now for a long time. This is how I view it. I truly believe, unfortunately, I don't think there's going to be any activity on this, at least in the next two years. And I know there's a lot of people that are saying there will be movement prior to the presidential election. I don't see it happening. And in fact, if you look at some of the most recent articles that have been written in the last seven days, there's very much the opinion of not only is this safer bill being extremely watered down, but that it's losing its support on the Republican side of the House. And so when I say House, I don't mean House, I mean Republican side in general. And then on the scheduling, I mean, if you look at it, these things have to come out together. This is the thing I keep explain to a lot of different people, a safer standalone or descheduling standalone really means nothing. The only impact will be when they come together. When they come together, then, as we've shared with you, you know, we're not fearful of that. We feel like we're in a really great position. We have multiple processors. We already have our credit capabilities approved and ready to turn on. So we're ready for that, but just an honest answer that, you know, I feel convicted about is that I don't see any, these two things happening before the presidential election. Then once you get to the presidential election, you know, just again, to be candid, if a Republican, if the Republicans control two of the three, right, the house Senate and the presidency, you're probably not going to see any movement on this for potentially four years. So at least two until the next, you know, election comes up on the house. So I think you're in a, in a, in a, some, the summary, and I apologize for the link there, but I don't think it's happening. I think as soon as it would happen is if, um, the Democrats were to control, um, potentially all three house Senate and presidency, then I think you could see something, you know, and in that new presidential year, but otherwise I think we're in it for a little longer here.

Interesting.

I mean, I've heard all sides of the story. I appreciate that. I've spoken to people that are way more bullish. I've spoken to people that, you know, share your opinion. So, you know, barring any movement there, you know, what do you see is happening, you know, in the next 12 to 18 months to more rationalize the space insofar as, you know, the health of your customers? You know, what economic factors should we be looking at? Is it, you know, just very state-specific? Is it more macro? You know, because clearly, you know, we need these businesses to be healthy for positive to do well.

Yeah. Another good question. And I think the best way to answer the future is to look at the past. And, you know, we're in our eighth year, soon to be our ninth year. And I think what we've been able to prove is that through all of the changes that have happened, you know, when we were a crypto company and then, you know, migrated and did point of banking, we've gone through a lot. The consistent theme, however, through those eight years is we've continued to grow. In fact, we've grown, you know, we've grown that, you know, roughly doubling, like we've always said, almost doubling every year. So I'm confident in our ability as a company to kind of take on whatever, you know, the future may hold, because I am confident in our past. And like I said, past is the best view of the future. And so I think that's how I view it. And what I would share with all of our investors is, you know, look at what we've done. Don't be Don't be scared of the unknown or the instability, a little bit of this industry. I think you just have to look at, okay, how has the company performed and how has it responded in times of unknowns like we had these last couple months. I'm bullish on our growth. I'm bullish on obviously getting us into profitability. Getting us on a bigger board is going to certainly help the stock itself. We're confident in that. So, yeah, I guess that's my answer, Josh. You know, I think that's what I would say to investors. Look at the company, look at the past, and evaluate it based on how we've done in the past because that's how we're going to do it in the future.

Excellent. Thank you very much for that.

Congrats. Yeah, thanks. Thank you. That completes our Q&A session. Everyone that concludes today's event, you may disconnect at this time and have a wonderful day.

Thank you for your participation.