Hello, and welcome to the urban-gro 2023 Second Quarter Earnings Conference Call. As a brief reminder, all participants are currently in a listen-only mode. [Operator Instructions] Following the presentation, there will be a question-and-answer session for those on the teleconference line.

Please note that this conference call is being recorded, and a replay will be made available on the company's website following the end of the call. At this time, I'd like to turn the conference over to Dan Droller, Executive Vice President of Corporate Development and Investor Relations at urban-gro. Sir, please go ahead..

Good afternoon, and thank you for joining us. Today's call will be led by Brad Nattrass, Chairman and Chief Executive Officer; and Dick Akright, Chief Financial Officer. I'd like to remind our listeners that remarks made during this call will include discussion of non-GAAP metrics, including adjusted EBITDA and backlog.

These items should not be utilized as a substitute for urban-gro's financial results prepared in accordance with GAAP.

Reconciliations of our GAAP net loss to adjusted EBITDA are available in our press release and in our Form 10-Q filed with the Securities and Exchange Commission, and can be accessed from the Investor Relations section of our website at ir.urban-gro.com. On this call, we may state management's intentions, beliefs, expectations or future projections.

These are forward-looking statements that involve risks and uncertainties. Forward-looking statements on this call are made pursuant to the safe harbor provisions of the federal securities laws and are based on urban-gro's current expectations. Actual results could differ materially.

As a result, you should not place undue reliance on any forward-looking statements. Some of the factors that could cause actual results to differ materially from these contemplated by such forward-looking statements are discussed in the periodic reports urban-gro filed with the Securities and Exchange Commission.

These documents are available in the Investors section of the company's website and on the Securities and Exchange Commission's website. We do encourage you to review these documents carefully.

Lastly, a copy of our earnings press release and a webcast replay for today's call may be found on the Investor Relations section of our website, which again, is at ir.urban-gro.com. With that, I'll now turn the call over to Brad..

first, the recent open market equity purchases by myself and other directors, totaling about 1.5% of shares outstanding; and second, the commitment of my leadership team near the beginning of the third quarter and led with a 50% commitment for myself.

Each executive Vice President and officer of the company voluntarily opted to take a stock grant in lieu of 20% to 50% of their base salary for a three months period. The key takeaway here, our Board and our leadership team strongly believe in the future of the company.

We look forward to continuing to deliver improvements in both the top and bottom line and further unlocking the value for ourselves and for our shareholders that we know our business can provide. Thank you. And with that, I will now turn the call over to Dick..

Thanks, Brad. In the second quarter of 2023, we generated net revenue of $18.8 million, which represents a 12% sequential improvement over the first quarter of 2023, and a 16% improvement over $16.3 million in the prior year period.

This increase was driven by an $8.1 million increase in construction design build revenue associated with the Emerald acquisition in April, 2022, while professional services revenue of $3 million remained relatively flat year-over-year.

Although equipment revenues decreased $5.5 million versus the prior year, they increased approximately 59% relative to the first quarter and further more than 2 times what we reported in the fourth quarter of 2022. Combined, we believe this is an early indicator that we are seeing more recovery in equipment spending from our cannabis sector clients.

Gross profit was $2.9 million or 15% of revenue in the second quarter compared to $3.5 million or 22% of revenue in the prior year period.

The decrease in overall gross profit margin was driven by the impact of revenue mix where we experienced a decrease in higher margin equipment systems revenue, offset by an increase in lower margin construction design build revenue. Operating expenses were $6.8 million in the second quarter.

On a sequential basis, our operating expenses decreased by $1.1 million.

In addition to the annualized savings reductions that we had reported in the first quarter and after aligning all entities into one ERP system, we've taken additional steps to optimize and reallocate our resources, which now total $2.9 million of estimated annualized operating expense savings year-to-date.

Non-operating expenses were $1.6 million in the second quarter, which includes a $1.5 million legal settlement. As a result, net loss was $5.4 million or a negative $0.50 per diluted share in the second quarter, of which approximately $0.14 per diluted share is due to the $1.5 million settlement I just mentioned.

This compares to a net loss of $1.7 million or negative $0.17 per diluted share in the prior year period. Adjusted EBITDA was negative $2 million in the second quarter compared to negative $0.5 million in the prior year period.

In addition to being driven by lower gross profit due to a change in revenue mix, the decrease in adjusted EBITDA year-on-year was due to higher operating expenses, predominantly associated with increased compensation, headcount from both organic growth and our acquisitions, increased professional and insurance related expenses, and the investment in our European entity, which began in Q3 2022.

Turning to our balance sheet, we ended the second quarter with $8.6 million of cash, a $1.3 million or 18% sequential improvement over the first quarter. This cash, combined with no bank debt, provides us the necessary flexibility to manage through the macroeconomic market circumstances until we return the business to positive adjusted EBITDA.

And in regards to backlog, our total backlog as of June 30, 2023, was approximately $79 million. This is down from the $105 million that we reported at the end of the first quarter of 2023, primarily due to the removal of a client's project as Brad previously discussed.

This backlog is comprised of $70 million in construction design build, $4 million of professional services and $5 million of equipment systems contracts. That concludes our prepared remarks. Operator, please open the call for questions..

We will now begin the question-and-answer session. [Operator Instructions] The first question comes from Eric Beder with SCC Research. .

Can you talk a little bit about the G&A? Significantly, obviously, I think we'll see probably a little more of that benefit roll through the rest of the year.

Do you have the ability to leverage that? Is this a leveragable number or are you going to have to start ramping it up going forward? And when you look at it, how has it affected your ability do you think to do projects or other pieces here?.

Thanks, Eric. We do not anticipate needing to make more cuts in order to get to our targeted positive adjusted EBITDA. That being said, we will experience the benefit to some of those cuts that we made in the second quarter. We'll have a full quarter to take on those cuts we made in Q2.

And in addition, those benefits from the leadership team taking stock in lieu of salary, that will be predominantly recognized in the second quarter as well. And as per your second part of your question, it's the most exciting part of our model. We've got a strong team. We do have a large number of Vice President and higher positions.

However, we've invested to build out this roster of individuals. Actually, even in Q1, we added our Controller and our Chief Operating Officer. And the good news is, as we build, as revenues double and triple, we don't need to add any more Executive Vice Presidents or hire.

We'll need to add architects, we'll need to add engineers, construction management individuals, just to meet the demand and deliver the services. But we will not need to proportionally increase the G&A with the revenue. So it's the exciting future ahead of us that urban-gro brings for sure. .

Could you also talk a little bit about the ERP? How many did you have before? And going forward, how can you leverage that and how should we be thinking about that in terms of opportunities?.

Dick, will you take that please?.

Sure. Hey, Eric, thanks for the question.

And just kind of to clarify, you're asking about, with regard to the ERP system in terms of, how we're able to leverage that into our operations and reporting?.

I guess the question is, how many did you have before that you collapsed into one, and what does having one ERP as opposed to multiple ERPs mean in terms of your ability to drive more business and drive more profit?.

Okay, fair enough. Yes, so, with the acquisitions that we did, everybody had kind of their own ERP. The primary one that urban-gro had developed and acquired to really handle the business going forward is the one that we are using on a consolidated basis going forward.

But with the three acquisitions that we did, two of them had the same ERP and the other one had a different one. So that was three different ERP systems.

Combining those into our existing ERP system going forward, which is conducive to handling the construction design build business that we're doing, it's just been a matter of taking their existing projects, making sure we get them into our new ERP system, but that we get the reporting out to all of the project managers and division managers so that they understand how their business is trending, how profitable it is, and then the things that they have in their pipeline coming into the business so that they can schedule their people and projects accordingly.

So, it's been -- not been an easy effort from that standpoint because we had to keep the business running, but now we've finally gotten that to where all the businesses are in the urban-gro existing ERP and making it so that we're just frankly more efficient with regard to doing the work going forward.

That did result in some of the headcount savings that we were able to reduce our headcount by, not as much as in some of the areas where we did have some reductions, but there were some savings with regard to those aspect of things. .

Our next question comes from Eric Des Lauriers with Craig-Hallam Capital Group. .

Thanks for taking my questions and congrats on the cost cuts made on the G&A side of things. It's impressive to see. My first question is just kind of getting a status quo on the cannabis projects. It sounds like there was one that was paused in the quarter and then, in the prepared remarks, I think I may be picked up on some that maybe have resumed.

So just wondering if you could kind of give us a status quo of your current cannabis projects? Maybe how many you have active? And then just in terms of the guidance, what's implied in terms of new cannabis projects starting up in the second half? Thank you. .

Thanks Eric. Yes, as far as that one project, that was a design build project that launched late in Q1. And we had anticipated to recognize about three-quarters of it or close to $15 million this year. It's paused right now. But there is a chance it'll resume, but we've assumed for now that that's why we took it off. It was the prudent thing to do.

I've mentioned on past calls that we have over 20 projects that have -- in the cannabis space that are at the design build stage, but for a variety of reasons, typically tied to either legal states expanding and the regulatory delays that are surrounding that, or new states that have legalized, but they haven't awarded their licenses yet, or they did and pulled them back like in Alabama for example.

That's what's holding our projects up right now. And so as those issues -- regulatory issues get worked through, we expect them to release. And when they release, we feel we have a very good shot at moving to the build side and moving on to the supply in the equipment as well.

In the cannabis space, there's -- further than that, the single state multi-state operators are, they're really watching their CapEx expenditures. The projects that did open up for us were just in two states being Mass and also Georgia. But we'd started working on those projects in the middle of '22.

Overall, look, I think there has to be some sort of banking, SAFE Banking movement, which unfortunately I don't see happening this year getting rid of 280E and getting at the rescheduling, allowing the operators to list on a major exchange and to take in strong capital.

That's what it's going to take, but we -- some of the contracts that we had signed in Q4 and Q1 that are picking up are going to result in a strong sequential lift for us entering Q3. And so it's -- as we have revised the guidance due to that contract, it's not, hey, it's all going to happen in fourth quarter.

It is sequential, but it's going to increase strong in Q3 as well. We'll be ready, Eric. Like, that's the nice thing about our model. We'll be ready to take advantage of the opportunities when they present themselves. Because of our diversification, we're able to generate profits, margins in other segments.

So, it's working out fine for us, but it's taken about a year to get here..

Yes. So, it sounds like with those two projects that resumed, that's going to be driving some of the sequential inquiries from Q2 to Q3.

Does the guidance assume that any other cannabis projects release or that there's some regulatory change that's going to cause more revenue to be recognized from new cannabis projects either in Q3 or Q4? Is there anything like that implied in the guidance?.

No, there isn't. On our backlog, about 70% of it is in CEA, the majority of that is cannabis, 30% non-CEA. And the projects that have released right now. There's a couple of small $5 million to $8 million ones that we're expecting to release in the next four weeks or so. We proportionately added some of those into the guidance.

But guidance is really dependent on continuing with the non-CEA projects and executing, as you saw in Q2 about two-thirds of our revenues were from the non-CEA side of the business..

So, if I heard you correctly, you're saying 30% of the backlog is non-CEA. About two-thirds of the recognized revenue in Q2 was non-CEA. Could you maybe -- I guess just final kind of question or two for me here.

Can you give us a sense of the sort of pipeline of non CEA projects, understanding that you guys have a difference in your very prudent and strict definition of backlog? Just in terms of the pipeline of new projects, can you just kind of give us a sense of how those are going with non-CEA projects and just how that momentum of kind of combining these various businesses together to be that one-stop solution.

Just kind of talk about how that momentum has carried over into some of these discussions. And then just as a final one for me, can you just give us sort of a sense of the revenue mix of like a typical non CEA project? I know that -- for example, for the cannabis or CEA projects, I know you have a high mix of equipment systems.

I don't think that's the same for non-CEA projects, but if you could just kind of give us a rough overview of what a typical non-CEA project looks like, that would be great? Thank you. .

Thanks Eric. Well, first of all, right in non-CEA, there's a huge potential client list for us to go after in that side of the marketplace.

For our non-CEA business, now we're doing a lot of repeat business and this repeat business -- I'd mentioned in the prepared remarks that we have more contracts out for signature right now than -- more than we need to cover the decrease in our backlog.

And there's a lot of verbal commitments from the clients, but we don't put it onto our backlog until it's signed. So we're confident in those projects. We're sitting at the table, we're planning with our clients, their strategic plans for CapEx expenditures for the remainder of the year and looking into 2024.

So we have a pretty good solid indication of where we're going. Now with the non-CEA accounts, they're typically not signing contracts six months or giving us deals six months in advance. So it's a lot of verbal and then we're able to move forward quickly when we get that appeal from the client.

In terms of equipment, yes, there is equipment in the CEA side of the business and there's mechanical lights, airflow, environmental control systems, et cetera. But we have been able to cross over into selling equipment in the non-CEA side with the acquisition of DVO.

Their President, Jason Dawson, he has a long-term working relationship with some of the largest mechanical manufacturers in the country, in the world. And so we have successfully closed our first deal. It's mixed in with construction costs.

And not only are we looking at equipment like mechanical, but we're also starting down the path and looking at materials, so like, IMP insulated metal panels, for example. So we're looking at -- well, I do believe that we'll have a very strong uplift in the equipment side, and right now that will be baked in with the construction.

We won't separate it at this point. A project example in non-CEA, it could be -- and this is -- the other nice thing about having all of the services under one roof, it could just be an architect design opportunity for a few hundred thousand dollars. But then we're able to integrate our engineering in and we're able to integrate the construction in.

With one of the Fortune 50 clients that we deal with, that was -- the contract was brought through the acquisition of the construction management firm. When we made that acquisition, it was just construction. And now on those projects with that large CPG company, we're handling the architecture and we're handling the engineering as well.

And we hope to handle some equipment or reselling, or value-added reselling into that client as well. There's a lot of some of the larger design build firms, companies, firms that are doing $5 billion, $10 billion, $20 billion per year, they operate under $250 million as a minimum.

We've found that under the $50 million project ceiling, so $10 million to $30 million on average, there's a great opportunity. There's not a lot of turnkey design build firms in the market. There's individual architecture, engineering and construction firms or general contracting firms.

But to have that all with one single point of responsibility like an urban-gro, we're bringing a value add to the marketplace. Otherwise, the client has to add the construction, add the project management individuals onto their -- into company and employ them. And we're able to handle all of that for them.

But to summarize, a lot of repeat business on the non-CEA side for us right now, and there's absolutely opportunities to add equipment into that type of the business and look forward to talking about it more in future quarters..

Our next question comes from Brian Wright with ROTH MKM. .

Thanks. Good afternoon. And to the team, I sure wish a lot of companies that I cover, they go through bumpy periods, would do what you have all done as far as the stock buying and salary deferral. So I really want to applaud you, applaud the team for that and for their commitment.

My question though is when I look at the guidance for the year in terms of revenue and EBITDA -- and I -- just from a modeling perspective, is the right way to think about it on the cadence a modest sequential increase in the third quarter and then a more meaningful in the fourth quarter on the revenue side?.

Thanks, Brian. And I appreciate the accolades, will definitely pass those on. It’s great to appreciate it. No, we have a strong -- we're forecasting a strong sequential lift going into Q3 and then continuing to grow from there into Q4, and as indicated both on the top end and on the adjusted EBITDA side as well.

I'm sure your next question may be about margin and sort of that's one that's flashing. So I'd like to address that, because it's all about the bottom-line, right? And that's what I tell the team as well.

We could have all the revenues in the world, but if we're not positive adjusted EBITDA and then generating cash in subsequent quarters, we're not going to get the respect and the attention that I feel we deserve. And so we're laser focused right now on getting those margins back in line.

I do feel that Q2 margins in a couple of the years were outliers. As we grow and the construction becomes a much more larger revenue portion of the business, that is going to tug down on the overall company's gross margin percentage.

But just asking -- sorry, answering Eric's question, if we can move equipment at strong margins into the construction side or materials like inflated panels, that'll really help us average out. In addition, we're not acquiring right now, but we do have plans in 2024 to resume the acquisition of profitable services companies.

Doesn't have to be architecture or engineering, it can be energy efficiency or just other margin companies where they have good, strong contracts that we can bring our other service offerings into. So margin is a focus, laser focus for us. Dick, is there anything else you want to add to that, because he's all over the team when it comes to margin. .

Yes, I would echo Brad's comments with regard to margin. And then in addition to that, Brian, I'd just say from the standpoint of our operating expenses. For Q3, we'll see some additional savings reflected that were part of the reductions that occurred part way during the second quarter.

So, we're going to see improvement there in the third quarter, then a little bit more of a stabilization going forward. But as Brad commented on the overall call, we have a business that leverages very nicely as we look to grow and have the cannabis customers start purchasing equipment again.

We're well staffed on the construction design build side from the standpoint of being able to support growth on that side of the business. So, anyway, we really feel we've got ourselves well positioned so that we'll be able to handle or manage really the growth in the business without having an increase on the operating expenses. .

Can you -- I just want to go on the EBITDA side now, kind of given where we are year-to-date and with the guidance, how to think about that? Is it again flattish in the third quarter or is it more another slight down and then we get positive in the fourth quarter? Just understand kind of how to model that cadence a little bit better.

And I know the mix is an issue, but just anything you could help out on that front would be great?.

Yes. Yes. And I would say -- and to your point, it's all a little bit dependent on mix. There's no doubt about it.

But with the way we see things right now from the standpoint of where we think the adjusted EBITDA is going to be, I'd say it goes to the latter that you said there, which is probably still slight negative Q3 and then the improvement seeing in the fourth quarter. But it will depend a little bit on the mix.

But that's the way we kind of see the growth going through the rest of this year. .

No, that's super helpful. And just one more, just more of a like a theoretical question.

And based on where you've told us they it may not be relevant for this quarter, but is -- like does backlog age matter? Like, is that something that you've ever considered like talking about externally as far as just what the age of the backlog is relative to -- you know what I mean?.

I understand your question. Brad usually handles the theoretical questions, but I'm happy to answer this.

So we -- to the extent if we ever felt that there was something in backlog that all of a sudden it started to look like, hey, it's just something that the customer signed and there's no intent to move forward here, we would be looking to pull that out of backlog.

So, for the most part, everything in our backlog is really pretty recently signed projects. And then some of it on the construction build side, they are the remaining amounts left under the contracts that haven't been recognized yet.

So, the ongoing projects from the standpoint of construction design build are all good from our perspective, because those are all ongoing projects. But we don't have anything that we see in backlog that we have a concern about that, a customer signed and we feel that they don't have any intent on going forward with it..

I'll go a little bit deeper here. I'll add onto the back end there. We have a backlog review team internally. It's made up of Dick; our COO, JT Archer; and then two of our EVPs, Sam and Dan Droller.

And they meet every two weeks and they go through the backlog on both sides, making sure -- that's a representative from biz dev, finance, ops, and then corp dev on there. So they're looking at making sure we're in regular communication with all clients. They're progressing, they're being invoiced.

And that's how we made the decision through that team to pull out the one project that we did in Q2. But backlog is -- I want it to continue to be a good strong indicator for future business for urban-gro. People should look at the backlog and investors should say, hey, look, they have $79 million of 80% plus confidence revenue coming in the future.

And that's what we intend it to be, so we have to maintain the integrity of it as well..

[Operator Instructions] Our next question comes from Thomas McGovern with Maxim Group..

So firstly, I just want to see if you guys can provide an update on your planned expansion in Europe. Last time we spoke, you discussed that you were monitoring, but there was not quite as much visibility as we were hoping for at that time.

Just wondering if you guys have a little bit more visibility going into the third quarter on that front?.

Thomas in Europe, the market on the horticulture side, it's very tight, very tough right now, still since one year later after the war broke out in Eastern Europe. On the cannabis side, it's a little bit looser. But it's similar to the issues we have at the state level here in the U.S.

Germany, for example, they had regulations that went against the EU. And so they're trying to figure out their path. And until those regulations are defined, we won't invest aggressively in Germany, but we'll make sure we're in regular contact with the existing growers and the potential operators in the country.

So we are operating right now in the Netherlands from a business standpoint. The other two that are active and increasing in terms of momentum for us, Portugal and even South Africa. So there's, there's progress there.

If there is any progress on the vertical farming side, well, still quarters away, there's is discussions, ongoing discussions in the industry in the Middle East. And Sonia Lo, our Board member, who has been the CEO of other vertical farming companies in the past, she's involved in playing a nice role for us there.

But that's more biz dev, early stage, but definitely an opportunity in the future. So, hey, look, overall Thomas, I would've hoped, we would've hoped that we would be breakeven in Europe by now, we would've been stronger. As far as top line Q2 of this year, was the best quarter that Europe's experienced thus far.

But it's still in the hundreds of thousands of dollars of revenue and hasn't pierced $1 million. Mostly all design, no build at all at this point. But as it becomes material, we will absolutely talk more about it and we review it.

Every Board meeting and every month as a leadership team internally, great opportunity cheering them on and hoping they can sign contracts and we can get those released. .

Awesome. I appreciate that, that insight. And then finally, just on the backlog you mentioned in your prepared remarks that there were a number of contracts were up for signing.

Just wondering if you could provide any additional color on when we might start to see some of those deals signed? Is that something we could expect to kind of pick up in the third quarter, or is it something that maybe will have more impact in the fourth and maybe early 2024? Thanks. .

So I would definitely expect the ones that are out for signing would be signed this quarter. They're [AIA] contracts. So a lot of work goes into them -- into the contracts. Some of them have MOUs tied to them, but we don't announce them publicly or count them as backlogged until we A, have an AI contract or a purchase order from the client.

And on the CEA side, we have confidence and proof of funding. So we will -- as we progress down the path in Q3 and sign those contracts, we are going to announce them.

We're -- in the past, we've been very selective on what we announced, and in Q3, we're going to be a little more better communicators with our investors on what's going on, what region, what market, CEA, non-CEA, and the dollar value of the contract and the period of time over which we expect the revenue to be recognized. .

That is all the questions we have for today. Please reach out to investors at urban-gro.com with any additional questions. Thank you and have a nice evening..