SHF Holdings Inc (SHFS) 2022 Q4 法說會逐字稿

Hello, and welcome to Safe Harbor Financial's 2022 fourth quarter and year-end earnings conference call. I am joined this afternoon by Sundie Seefried, Chief Executive Officer; and Jim Dennedy, Chief Financial Officer.

Before we start, please note that remarks made today include forward-looking statements, including statements with respect to the company's outlook and the company's expectations regarding its market opportunities and other financial operational matters. Each forward-looking statement discussed on today's call is subject to risks and uncertainties that could cause actual results to differ materially from those projected in such statements. Actual results and the timing of certain events may differ materially from the results and timing predicted or implied by such forward-looking statements and reported results should not be considered as an indication for future performance. Additional information regarding these factors appears under the heading Risk Factors in the company's filings with the Securities and Exchange Commission, or the SEC, which are available at www.SEC.gov and on our website at ir.shfinancial.org.

The forward-looking statements in this call will speak only as of today's date and the company undertakes no obligation to update or revise any of these statements. Also, during the call, Safe Harbor will present both GAAP and non-GAAP financial measures. A reconciliation of non-GAAP to GAAP measures is included in today's earnings press release, which you can find on the company's Investor Relations website or on the SEC website.

Today's call is being recorded and a copy of the recording will be available on Safe Harbors Investor Relations website within 48 hours of the call completion. All dollar amounts expressed today are in US currency.

I would now like to turn the conference over to your host, Ms. Sundie Seefried, Chief Executive Officer of Safe Harbor Financial. You may begin.

Thank you, operator. And welcome, everyone, to our 2022 fourth-quarter year-end earnings call. For those new to our story, Safe Harbor developed proven and compliant cannabis financing, onboarding, monitoring and compliant infrastructure to meet the needs of the cannabis related businesses that are seeking dependable financial services, including depository and credit solutions to our banking clients. Our proprietary fintech platform is largely automated, making it highly reliable and scalable and an ideal foundation on which to grow alongside the country's cannabis industry, which has lacked reliable access to such services.

2022 was a transformative year for Safe Harbor. In September, we completed our business combination transaction and began trading on the Nasdaq capital market, making Safe Harbor the only Nasdaq-listed company with fully compliant cannabis infrastructure to offer to our banking clients. Less than two months later, we completed the acquisition of Abaca whose fintech technology enables our platform to interface directly with those of our Beijing partners. This enhanced capability increases the speed at which transactions can be made while solidifying Safe Harbor as the relationship manager of its client base.

In addition to enriching our platform, the acquisition expanded our footprint to two additional states and grew the number of business accounts we serve on nearly 700 to more than 1,000. Abaca's integration increased the number of safe harbor employees from 35 to over 50, adding a new technology department with unique product development capabilities as well as a sales team to facilitate access to new markets and accelerate our expansion. The talent acquired with the acquisition enables Safe Harbor to provide continuity in service personnel and products.

In the month of the acquisition, we identified opportunities to reduce our expenses and further optimize our financial performance. The Abaca acquisition represents the first within our robust M&A strategy to expand both profitably and service offerings on which the cannabis industry can consistently rely. We are excited to work with other tried and tested platforms and financial institutions to further execute on this plan in 2023.

In addition to organic growth, our growth strategy includes five key components. Acquiring client portfolios from other financial institutions or fintech platforms wishing to partner with Safe Harbor or exit this space altogether. Acquiring other reliable cannabis service platforms that complements our service and product offer offerings with a focus on other pioneers that have perfected their operations and have industry expertise.

Expanding our cannabis-related business accounts and new legalizing markets in the 13 states that have legal cannabis on the ballot in 2023. Through our banking partners, offering lending as a featured product alongside depository services, further engaging more national cannabis companies. And optimizing our presence in current legal markets, utilizing new business development and marketing staff to provide education on Safe Harbor and our services.

Overall, we began 2022 with 572 accounts across 20 states and ended the year with 1,040 accounts across 40 plus states. We onboarded $4.1 billion in deposits in 2022 compared to $3.6 billion in 2021, an increase of 14%. And originated $15.8 million in loans, a nearly threefold increase compared to $4.3 million in 2021.

We are confident that our new national marketing and business development team, commercial lending initiatives, and growth of the legalization across the country will be key drivers for our growth trajectory. Jim will provide a more in-depth review of our 2022 financial performance, but I'd like to highlight some recent corporate developments. Our Board member, former Washington, DC, Attorney General, Karl Racine is now devoting even more time to our business.

Mr. Racine is a celebrated political figure and long-time proponents of the legal cannabis industry. He spearheaded the bipartisan coalition for urging Congress to pass the SAFE Banking Act, recognizing the importance of providing CRB with access to finance to the financial system. Mr. Racine, law enforcement and legal expertise are invaluable to Safe Harbor, and we are honored to have him on our Board. On behalf of everyone in Safe Harbor, I'd like to extend our thanks for his support of our company.

Within the last month, we've made excellent progress on multiple elements of our growth strategy. We better positioned the company for growth by strengthening our balance sheet, increased our capacity to onboard deposits by establishing a new banking partner relationship, and made progress on strengthening our lending program.

I'll now expand on these developments and their positive impact on our business. First, we strengthened our balance sheet by entering into an agreement to resolve our payment obligations to Partner Colorado Credit Union or PCCU.

We agreed to restructure approximately $64.7 million of total payment obligations owed from the September 28, 2022, business combination in exchange for a five-year $14.5 million senior secured note bearing an interest rate of 4.25% and issuance of 11.2 million shares of Safe Harbor Class-A common stock. We believe this agreement is a testament to the strong platforms we have established on which to grow our business and build shareholder value. Importantly, this agreement eliminates a large portion of the financial constraints on our business, resulting in a serviceable amount of long-term debt.

Second, we increased our capacity to onboard deposits by securing a new East-Coast-based banking partner and providing access up to $1 billion in deposit capacity through Safe Harbor cannabis-related businesses or CRB. Which will provide them with greater access to credit facilities and for MSOs in particular, the ability to consolidate their financial operations under one financial institution and one banker. We expect this relationship and balance sheet capacity will accelerate our national expansion plan while enabling us to deliver access to the most robust and affordable cannabis banking solutions available to CRB. Increasing our capacity to onboard deposits means we can grow the number of CRB accounts, strengthen our CRB relationships, and increased deposit account balances, which will further improve our loan underwriting expertise with lower cost of funds as compared to what the market is used to securing.

Third, we strengthened our lending program with the addition of two new staff members whose talents we were fortunate to acquire along with the Abaca transaction. These individuals have substantial commercial underwriting and related legal experience. We plan to methodically expand this team this year to better serve the needs of CRB businesses more expeditiously. Our focus remain on senior-secured debt facilities, providing reasonable rates and terms to capture market share.

We are clearly continuing the momentum we established in 2022, and now, in the strongest position we have ever been to execute on our growth strategy. I will outline a key objective we are focusing on for the remainder of 2023 in my closing remarks, but will now hand the line to Jim, who will walk us through our financial results. Jim?

Thank you, Sundie. In the press release issued earlier today, we announced that we'll be discussing unaudited results on today's call. But we believe the results discussed on today's call are set of values, work on completing all the financial reporting, and associated audit documentation for filing Form 10-K pertaining to the results is not complete. And as such, the values discussed on today's call are subject to change.

We will request an extension for the Securities and Exchange Commission or SEC to file our audited annual financial statements on Form 10-K NT and intend to complete the filing by no later than April 17, 2023, which would maintain our status with the SEC as a timely filer. This additional time will permit us to incorporate the settlement with PCCU into our 10-K as a subsequent event for the December 31, 2022, results and for our auditors to complete their work on the many complex financial instruments associated with our capitalization and debt associated with the business combination on September 28, 2022. And then, the business combination with Abaca in November of 2022. In the interim, our unaudited financial statements included in the press release issued prior to the call will be made available on our website.

Turning now to our financial results for the fourth quarter and full year of 2022. Total revenue in the fourth quarter of 2022 increased more than 200% to $3.6 million compared to $1.7 million in the comparable prior-year period, primarily attributable to significantly higher investment income and loan interest income. For the full year ended December 31, 2022, total revenue increased 34% to $9.4 million compared to $7 million in 2021. Also due to higher investment income and loan interest income, partially offset by lower safe harbor program and miscellaneous fee income.

Operating expenses in the fourth quarter of 2022 increased more than sevenfold to $7.4 million compared to $1 million in the comparable prior-year period. The higher operating expenses in the fourth quarter were primarily driven by significantly higher expenses associated with being a standalone public company to include compensation, employee expenses and professional service expenses and amortization expense. For the full year ended December 31, 2022, total operating expense increased approximately threefold to $11.6 million versus $3.7 million in 2021. The same drivers of expense in the fourth quarter of 2022 were the primary drivers of expense for the full year.

Net loss in the fourth quarter of 2022 was $37 million versus net income of $718,000 in the prior-year period. And for the full year, the company reported a net loss in 2022 of $35.1 million versus net income of $3.2 million in 2021. The drivers of the significant net loss in the fourth quarter and the year were driven by the loss in value of the financial instruments placed in connection with the business combination on September 28, 2022.

Since closing the business combination on September 28, 2022, we experienced significant negative stock price pressure. Especially, leading up to the effect in this of the S-1, registering the shares related to the preferred stock offering faced at the time of the business combination, September 2022. The lower stock price combined with preferred shareholders electing to convert their preferred shares to common stock triggered a lower reset price embedded in the forward purchase agreement or FPA.

As of December 31, 2022, the company had already call it a special meeting to lower the make-whole price under the preferred share purchase agreement, the $1.25 per share. The company, majority common shareholders, and the preferred investors had entered into a voting agreement whereby the vote to approve $1.25 per share make-whole price was secured. Knowing the company would ultimately be issuing shares to the preferred stockholders with a make-whole issuance at $1.25 per share, compelled the company to recognize a reset price under the terms of the FPA of $1.25 per share. These events significantly reduced the FPA receivable to approximately $4.6 million from approximately $37.9 million reported at the end of the September 2022 quarter.

Additionally, the embedded derivative associated with the FDA converted to a liability of $7.3 million in the fourth quarter of 2022 versus an asset of $1.7 million in the third quarter of 2022. The combined loss and value resulted not only in a compression of the balance sheet, but also a $42.3 million charge to other expense on the income statement. Additionally, the company reported interest expense associated with payable owed to PCCU in the fourth quarter of $662,000, and for the full year of $698,000.

When adjusting net income for interest, taxes, and depreciation, and amortization expense, and further adjustments to exclude non-cash, unusual and or infrequent costs, we compute adjusted an EBITDA which management believes is a measure to evaluate our operating performance. A reconciliation of net income to adjusted EBITDA is provided in the press release and 8-K filed earlier today. Adjusted EBITDA for the year ending December 31, 2022, was $1.3 million versus $3.2 million in 2021.

Moving to the balance sheet. At December 31, 2022, the company reported cash and cash equivalents of $8.4 million compared to $5.5 million at December 31, 2021. Cash from operations in 2022 was $1.7 million versus $2.9 million in 2021.

Given the significantly higher operating expense as a stand-alone public company, and when considering the expense of drafting, issuing, maintaining, and accounting for the several complex financial instruments, the company grew its business and managed expenses to produce positive operating cash flow. These results attest to the quality and responsibility of the larger Safe Harbor team, and we are pleased with their performance and the attention to both client needs and shareholder capital.

Turning to our liquidity. While the company reported $8.4 million of cash as of December 31, 2022, the company has a net-working-capital deficit of $39.3 million. The driver of the working-capital deficit that the current portion of long-term payable owed to the seller PCCU, from the de-SPAC transaction.

Earlier this morning, we released the results of the negotiation and settlement with PCCU. As filed with the earnings release after the market closed today, we included a pro forma, unaudited, rule forward, for the December 31, 2022, balance sheet to reflect the impact for the resolution of the PCCU payable. The unaudited December 31, 2022 balance sheet indicates stockholder equity of $5.2 million. When taking into account the adjustments from the settlement with PCCU, the company expects to report stockholder equity of $53.4 million, an improvement of more than $48 million.

The impact on working capital from the settlement of the PCCU payable was also quite significant. When adjusting for the settlement with PCCU, the company forecast a working capital deficit of $8.9 million versus the reported deficit of $39.3 million. However, of the $8.9 million forecasted deficit, $12 million is associated with deferred consideration owed to the sellers of Abaca in the form of common stock of the company. When adjusting the projected working capital to reflect resolution of the PCCU payables and excluding the stock portion for the deferred consideration, the company forecast a positive working capital of approximately $3.1 million.

With regards to our outlook for 2023, we expect a continuation of the growth trends we experienced in 2022. The core business remains solid and generates positive operating cash flow. Now that we have resolved several payment and expense obligations from the de-SPAC transaction and have reached floor values on the complex financial instruments associated with the de-SPAC transaction, we expect continued performance of the business, continued generation of cash flow from operations, and significantly reduce drag on the balance sheet and income statement from the SPAC related financial instruments. We are pleased with the results for the quarter, and the year, and the progress we are making across many aspects of the business and initiatives to remain the dominant financial services provider for the legal cannabis industry.

With that, I will now turn the call back to Sundie for closing remarks. Sundie?

Thank you, Jim. We have always taken a conservative approach to our business, and recent financial industry developments have reinforced the importance of prudent financial management. Our banking partners will continue to maintain a loan-to-deposit ratio of no more than 65% with respect to our CRB accounts and prioritize liquidity over yield to ensure we have adequate funds to service deposits.

As you have heard from Jim and me today, the team has been dedicated to strategically positioning Safe Harbor for future growth. Along with the Abaca acquisition and integration, which completed our fintech platform, and our recent debt restructuring, expense negotiations, and deposit onboarding capacity expansion, we are poised for continued success in 2023 and beyond.

For the remainder of this year, we will focus on three priority initiatives to continue to grow our business. One, further increased account growth and subsequent onboarding of deposit balances which will well position us to execute on our lending strategy with competitive pricing strategies. We expect that lending will both increase our profitability and our customer retention rates. Continue to build our internal lending function and optimize income from originating, underwriting, and servicing credit facilities, which will enable us to expedite our processes and scale the lending portfolio alongside depository growth.

And three, optimize our financial institution relationships to secure more product and service options for our CRB account base with expanded balance sheet capacity and a syndication network for financing larger credit facilities. We look forward to sharing our continued progress and updates on our strategy during our next call, and thank you all for joining us today.

Thank you. (Operator Instructions) Michael Albanese, EF Hutton

Yeah, hi Sundie, hi Jim. How are you guys?

Good afternoon.

Good, thank you.

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

I think the loan book remains strong, we're right under $20 million. I think the pipeline also looks strong. We don't disclose pipeline values or pipeline numbers, but pipeline continues to look strong. I think the recent turmoil in traditional banking areas has caused a lot of people to press pause early on extending credit, but it doesn't mean credit isn't still needed by the operators in this industry.

And I believe our underwriting criteria remains pretty solid. We have great relationships with the industry. We understand their businesses.

And most importantly, we see the flow of deposit and withdrawal activity from every person we issue credit to, every business we issue credit to. So I think we're in a fairly unique position to not only issue credit but issue credit under safe guidelines with good rates for both our partners, ourselves, and our clients.

Great. Thank you. Again, just going back to your lending capacity, this business partnership, you have room for another $1 billion in deposits, demand. It's been a, maybe, a tumultuous year for some CRBs that demand seems to be holding strong. As it stands today with -- how big can you grow the lending portfolio of the loan book essentially? What is your capacity as it stands today? (multiple speakers)

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

Yeah, that's helpful. Thank you. Okay. And then, Just -- how about the acquisition pipeline, as we think about looking out into the new year here, you obviously did a sizable acquisition of Abaca.

I guess first, how is that integration going? Seems like its ramped up well? And then, what does that acquisition pipeline look like moving forward?

Well, the Abaca acquisition went really well, and the integration was probably the more difficult part once we got through that, but we have managed through that. We're now integrating software platforms with each other and making sure that everything is talking smoothly with our financial institutions. So like I said, we did realize some expense reduction and redundancies once we put the companies together, which will only enhance the performance of both of us.

As far as the pipeline goes, we still have options out there. And as I said, we're looking at -- not just looking, we don't have to buy the expensive piece of the technology platform that we were looking for to finish our platform. Right now, we're now looking at other portfolios where we can acquire those portfolios with exiting partners, but those are smaller acquisitions.

And then, we're looking for actual services that will complement ours, and we do have the opportunity to -- I think there's a good opportunity for service consolidation in the financial market. So we continue to move in that direction actively.

Got it, thank you. And then, just a clarification question for me. Now that you have done the debt restructuring with PCCU, they get another 3.2 million shares. Where does this bring their ownership levels to?

The Partner Colorado ownership?

Yes.

What we say is the ownership level. I'm sorry, we talk over each other.

Yeah, no worry. So part of the deal, they got another 3.2 million shares common stock. I guess, walk me through the transaction, it does make sense, they are accretive. And then, yeah, that would bring their ownership level to?

Post issuance of the incremental 11.2 million shares, that would bring their ownership level to approximately 54%.

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

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