urban-gro, Inc. (UGRO)
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Earnings Call: Q3 2023

Nov 9, 2023

Operator

Hello, and welcome to the urban-gro 2023 Third Quarter Earnings Conference Call. As a brief reminder, all participants are currently in a listen-only mode. If anyone requires operator assistance during the conference, please press star zero on your telephone keypad. Following the presentation, there will be a question-and-answer session for those on the telephone 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, Investor Relations at urban-gro. Sir, please go ahead.

Dan Droller
Investor Relations, urban-gro

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 and 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 files with the Securities and Exchange Commission. These documents are available in the Investor 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.

Brad Nattrass
Chairman and CEO, urban-gro

Thank you, Dan. Good afternoon, everyone, and thank you for joining us today. Slightly over a year ago, we launched the diversification initiative, focused upon leveraging our professional services talent to efficiently seek and build out additional revenue streams for the company. I'm excited to report that we continue to execute and gain momentum on this strategy as urban-gro has evolved into a multi-sector focused professional services consulting firm. With more than 140 architects, interior designers, engineers, construction managers, project managers, horticulturists, and others on our team, we have successfully expanded our operating focus beyond our core controlled environment ag practice to include clients across multiple sectors, including industrial, commercial, hospitality, recreation, education, and healthcare. In regards to our third quarter performance and consistent with expectations, we marked another sequential improvement in both revenues and Adjusted EBITDA.

Revenue of $20.9 million, a sequential improvement of $2.1 million, or 11%, came very close to exceeding our all-time quarterly high of $21.1 million, reached in Q1 2022. The Adjusted EBITDA loss was $1.3 million, a sequential improvement of $0.7 million. And while our significant revenues this quarter resulted in retiring 27% of our Q3 beginning backlog, we signed enough new contracts to drive our backlog entering the fourth quarter to $84 million, a 6% sequential increase. Despite the ongoing headwinds within the CEA sectors, our diversification strategy has served as a source of strength for the company. Our team is now more efficiently adapting to the shifting environment, and we continue to focus on optimizing the productivity of our professional services employees as we work towards a period of more marked revenue acceleration.

Although we made some difficult decisions to right size our staff earlier in the first half of the year, we feel comfortable at current levels given the demand that we see. Now, turning to current sector trends. Sector diversification has most definitely assisted in insulating our business from the broader weakness that the cannabis and vertical farming segments are working through. Although the CEA sector remains an important component of our future growth, our success is no longer fully dependent on its success. We've evolved into, and are now regarded by our clients as, a professional services consulting company that offers turnkey design, build, and equipment integration solutions to multiple markets.

Consistent with the second quarter, more than two-thirds of our revenue this quarter was generated in the sectors outside of CEA and included a combination of new projects with both existing and new clients, and continues to include top-tier companies and some Fortune 50 clients as well. In the CEA sector, our equipment revenues continue to be compressed by the weak cannabis market. During the first nine months of 2023, we have experienced a period-over-period decline of more than $20 million of 18% margin business. While it's impossible to ignore the negative impact that this has had on our financial performance, our diversification has enabled us to keep our experienced team strong and intact. And as a result, we remain well positioned in the sector and will be ready to handle the surge in demand when the cannabis market rebounds.

This being said, in the interim, we're still seeing steady activity and are expecting to continue to sign design-build contracts in a variety of states. For urban-gro today, and apart from our cannabis clients lacking access to much-needed capital, the primary block to more rapidly increasing our business in this market is one that we cannot control. However, it's also one that will continue to slowly dissipate. There are a number of legalized states, like New York, Alabama, and Georgia, among others, for example, that have paused the awarding of licenses due to regulatory and legal delays within their state. We have a significant number of clients with projects in these states, some of which have already completed design, and we're confident they'll move forward to the construction build stage when these delays are resolved and licenses are received.

This is evidenced in the third quarter, where we had two such clients move forward to construction, and we'll continue to announce these successes as contracts are signed. As it relates to our European entity, the size and quality of the company's European pipeline is the strongest it's been since opening the entity in June 2022. While the cannabis markets abroad continue to show green shoots in multiple countries, our European business will still take time to sustainably scale its operations. I was in Europe last week, meeting with both clients and the team, and I can assure you that they remain diligently focused on driving strong returns. Now shifting to our guidance for the fourth quarter 2023.

Demonstrating our ongoing commitment to deliver sequential growth on both the top and bottom line, we anticipate revenues to be approximately $30 million, which I'd add, would be a new record for us by more than 40%. We expect to realize break-even to slightly positive adjusted EBITDA, which would mark an important shift back to positive cash flow and subsequently meeting a goal that we've been working hard to achieve this past year. In closing, the company continues to remain closely in line with the interests of our shareholders. In addition to the open market equity purchases made by myself and other directors in the second and third quarters, and totaling about 1.5% of shares outstanding, my leadership team demonstrated their commitment as well.

Led with a 50% commitment from myself, each Executive Vice President and Officer of the company voluntarily opted to take a stock grant in lieu of up to 50% of their base salary during the third quarter. The key takeaways here: First, our board, as well as our leadership team and their teams, continue to strongly believe in the future of the company. Second, our diversification strategy is working, it continues to gain momentum, and we have alignment on our goals across our organization. And third, we're doing everything in our power to maintain this positive momentum. Thank you. And with that, I will now turn this all over to Dick.

Dick Akright
CFO, urban-gro

Thanks, Brad. In the third quarter of 2023, we generated revenue of $20.9 million, which represents a sequential improvement of $2.1 million, or 11%, over the $18.8 million of revenue generated in the second quarter of 2023, and an $8.6 million, or 69% improvement, over the $12.4 million of revenue generated in the prior year period. The increase in revenue over the prior year period was driven by a $9.4 million increase in organic growth of construction design build revenue, reflecting increases in the number of projects and average size of projects that we are working on in sectors outside of CEA. This increase was offset by a decrease in equipment systems revenue, which, as Brad discussed earlier, we attribute to the ongoing softness in the cannabis sector.

Gross profit was $2.9 million, or 14% of revenue, in the third quarter of 2023, compared to $2.9 million, or 15% of revenue, in the second quarter of 2023, and $2.6 million, or 21% of revenue, in the prior year period. The decrease in gross profit margin for both of these comparative periods was driven by the impact of revenue mix, where we experienced a substantial increase in lower margin construction design build revenue, as well as a decrease in higher margin equipment systems revenue. Operating expenses were $6 million in the third quarter of 2023, which, on a sequential basis, is a decrease of $0.8 million.

Operating expenses in the third quarter of 2023 are $3.5 million less than operating expenses of $9.5 million in the third quarter of 2022. The prior year quarter included a one-time business development expense of $3.3 million. But even excluding this one-time expense, operating expenses decreased $0.2 million on a year-over-year basis. Both of these decreases are associated with the company's expense optimization and resource reallocation initiative.

Net operating expenses were $0.3 million in the third quarter of 2023, compared to non-operating expenses of $1.8 million in the prior year quarter. Net loss was $3.4 million, or -$0.29 per diluted share in the current quarter, compared to a net loss of $8.7 million or -$0.81 per diluted share in the prior year period. Adjusted EBITDA improved by $0.7 million sequentially to -$1.3 million in the third quarter of 2023, which is an improvement of $1 million compared to the prior year period. The sequential improvement in our Adjusted EBITDA was driven by lower operating expenses, as previously discussed.

For the first nine months of 2023, we reported total revenue of $56.5 million, compared to $49.7 million in the first nine months of 2022, representing an increase of $6.8 million or 14%. Net loss was $14.0 million, compared to a net loss of $11.1 million, and Adjusted EBITDA was -$6.8 million, compared to -$2.2 million in the prior year comparable period. This decrease in Adjusted EBITDA was predominantly due to the combined impact of an increase in general administrative expenses of $3.2 million and a reduction in gross profit of $2.4 million. Turning to our balance sheet, we ended the third quarter with $4.8 million of cash and no bank debt.

To support the strong performance of our construction operations, subsequent to September 30, we entered into a non-dilutive asset-based lending facility in order to better manage our working capital. To date, the facility remains undrawn. Our total backlog as of September 30, 2023, was approximately $84 million, reflecting an increase of $5 million or 6% on a sequential basis, and $17 million or 25% versus the prior year. This backlog is comprised of $77 million in construction design-build, $5 million of professional services, and $2 million of equipment systems contracts. And we continue to be encouraged by the increasing number of sectors that make up our backlog. As communicated on past calls, our backlog remains a realistic and trusted indication of our future business.

Supported by our increasing backlog and pipeline, we remain confident that our cash position, combined with our asset-based, non-dilutive lending facility, will provide us the necessary flexibility to manage through the macroeconomic market circumstances. We continue to remain focused on our execution and returning to positive Adjusted EBITDA. That concludes our prepared remarks. Operator, please open the call for questions.

Operator

Thank you. The floor is now open for questions. If you would like to ask a question, please press star one on your telephone keypad at this time. A confirmation tone will indicate your line is in the question queue. You may press Star two if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up the handset before pressing the star keys. Once again, that is star one to register a question at this time. Our first question is coming from Eric Des Lauriers of Craig-Hallum. Please go ahead.

Eric Des Lauriers
Senior Research Analyst, Craig-Hallum

Great. Thank you for taking my questions. The first one is, on the non-dilutive asset-backed facility. Certainly great to hear, that you guys get some, added balance sheet flexibility here. Could you just provide, some more details on, you know, whether that's the overall size of the facility, you know, what, what assets is this backed by? Just any more detail you can provide on, on that facility would be great. Thanks.

Brad Nattrass
Chairman and CEO, urban-gro

Thanks, Eric. Dick, do you want to take that, please?

Dick Akright
CFO, urban-gro

Sure. Eric, yeah, it's a facility really backed by the receivables, and primarily backed by the construction receivables. We've seen a, we've seen a large increase in that asset base for us as that construction operations sector has really grown for us. The facility we entered into is for up to $8 million lending on that. And then, like I say, it's really, it's based on receivables base.

Eric Des Lauriers
Senior Research Analyst, Craig-Hallum

Is that a revolving facility where you're able to sort of pay that down as needed or yeah?

Dick Akright
CFO, urban-gro

It's not a term facility, so it is a kind of borrow as needed basis from the standpoint of what we do under that facility. So we'll only incur interest as we have borrowing against that.

Eric Des Lauriers
Senior Research Analyst, Craig-Hallum

All right, great.

Dick Akright
CFO, urban-gro

We look at it to support the growth expected here in the quarters ahead.

Eric Des Lauriers
Senior Research Analyst, Craig-Hallum

Yeah. No, yeah, that's, that's great to hear. And, again, yeah, great to see the added flexibility. My next question is, just on G&A. You know, it's very nice to see, these costs, coming down here. Obviously, you guys are doing a good job kind of keeping a lid on that. Understood there's, you know, some, some deferrals to, you know, stock-based compensation over, over cash. How should we think of that G&A line, you know, maybe excluding stock-based comp, going forward?... you know, whether that's just kind of Q4 or sort of into 2024. You know, as the business, does ramp going forward, is this something that we should see, should we see G&A sort of going up commensurate with, with revenues or with gross profit?

Or is this, are these sort of more, you know, permanent cost cuts that you've done? I guess if you could just provide some more color on, on some of the cost cuts that you've made so far and how to think of those going forward. Thanks.

Brad Nattrass
Chairman and CEO, urban-gro

Thanks, Eric. I'll start, Dick, then I'll turn it to you for the detail. As I've communicated on past calls, Eric, we are and acknowledge we're top-end loaded. When we made the acquisitions, we moved the leaders of those companies into senior EVP roles within the company. One of the reasons we made the acquisitions we did was to hire that specific skill set or talent. And so the, the -- as we grow, as we start to deliver $30-$50 million-plus quarters, we don't-- we do not anticipate needing to add any more senior management, EVP or higher. So it'll be, it'll be a nice evolution into the future.

We didn't want to cut into the muscle when we cut earlier this year, so it was a sacrifice that we were willing to make in order to maintain the brainpower for future quarters. Dick, do you want to jump in on the detail?

Dick Akright
CFO, urban-gro

Yeah, I'd add to that, Eric, and this kind of goes to our Adjusted EBITDA reconciliation. So in the current year, one of the items that we have included in G&A that we've talked about before is because of the growth we were seeing, we felt it necessary to put in a retention incentive program for 2023. That will not be in place going forward. That's going to be a reduction for us going into 2024. But to kind of reiterate with what Brad said, we really feel that with the staffing we have right now, we can handle much more revenue than we have in place today on a quarterly basis.

We're seeing the number of jobs, the jobs that we have be of a much larger size, dollar amount, and we're able to handle that without really increasing the number of staffing that we have. So even though the G&A will go up some, it won't be anywhere near proportionate to the growth and the revenue we're going to see.

Eric Des Lauriers
Senior Research Analyst, Craig-Hallum

All right, that's great to hear. Thank you for taking my questions.

Brad Nattrass
Chairman and CEO, urban-gro

Thank you.

Dick Akright
CFO, urban-gro

Thank you.

Operator

Thank you. The next question is coming from Brian Wright of Roth Capital Partners. Please go ahead.

Brian Wright
Managing Director and Senior Research Analyst, Roth Capital Partners

Thanks. Good afternoon. I wonder if you could dive a little bit deeper on that detail, because, like, for the quarter, there were some deferrals where people were buying stock instead of getting their regular salary. So I'm assuming in the fourth quarter, that reverts, unless that's being extended. So I just wondered if, like, for that line item, kind of understand what's the incremental increase, third quarter to fourth quarter?

Dick Akright
CFO, urban-gro

Yeah, Brian. As you've indicated, there was a reflective reduction in G&A because of that, salary option taken as stock by people. There was a little bit of it in Q2, it was primarily in Q3. So that does mean we're going to see a little bit of an increase in G&A in the fourth quarter. I mean, just to kind of clarify, we're not talking millions of dollars here or anything, because of what people did. The total was right around $200,000 in terms of what people took as a reduction of their salary and stock instead.

So there is going to be an increase in G&A related to that, but we're also going to see some other savings taking place in the fourth quarter to basically keep our G&A, although as projected right now, slightly over where our Q3 is, not significantly over where Q3 is.

Brian Wright
Managing Director and Senior Research Analyst, Roth Capital Partners

Great. Thank you so much for the additional color on that. I just, you know, maybe the queue's out, but I just hadn't seen it yet. And so, wanted to think about just like, end markets as far as, you know, the, the backlog and, and where the end market, you know, how you would kind of allocate the backlog from, from an, end market perspective between, you know, however you want to do it, healthcare versus CEA versus, you know, you name it. But just some insights on to how to think about the industries of the backlog.

Brad Nattrass
Chairman and CEO, urban-gro

Sure, Brian. Brian, whereas our quarterly revenues, more than two-thirds were non-CEA, our backlog still, for the majority of it, more than two-thirds, is in the controlled environment space. We anticipate growth on both sides, but on the non-CEA side, these contracts are typically shorter in length, and when they sign, they immediately want us to start executing on whether it's design or, or on the construction side. The CEA contracts, especially now, as we're focused on the projects that we are signing, they're larger and they're more extensive with design and build. Those can spread out over six quarters, sometimes even as long as eight quarters.

Brian Wright
Managing Director and Senior Research Analyst, Roth Capital Partners

Great. Okay. Thank you for that color. You know, I'm kind of like torn because I choose your commentary about, you know, the $30 million in quarterly revenue and even $50 million optionality to get into those levels. So I'm assuming there's you see things that we don't see, right, as far as kind of that optimism. But then if I so that's great on the positive side, but then if I look at just like that ramp sequentially, third quarter, you know, from the little $21 million up to around $30 million for the fourth quarter, so is there, like, how can we get comfort with that kind of, you know, ramp in the fourth quarter, you know?

Dick Akright
CFO, urban-gro

Understand, Brian, completely on the question and what, you know, we have insight into and haven't said anything on goes to kind of our sales funnel, which we don't talk about. But there are a lot of projects in the sales funnel getting ready to, in our mind, come to fruition. That would be announced when those are signed. Clearly, a substantial amount of the revenue that we're talking about for the fourth quarter is gonna be from a construction perspective. So as those larger projects get signed, there's a lot of work that can be done on those projects up front.

So, completely understand from the question that you ask, and that you might not necessarily see it in the backlog that we're reporting as of the end of September. But with our insight into the funnel, we're highly confident that that revenue is gonna be there.

Brad Nattrass
Chairman and CEO, urban-gro

Brian, I'll add to the back of it. You know, in this in the third quarter, we retired 27% of our beginning backlog. And so now looking at entering the fourth quarter with $84 million, you know, if we're able to maintain that proportion of what we recognize in the quarter, it shows the other side of what Dick was talking about in terms of the confidence level of where we're starting, and then you add to what Dick's discussing on what we're anticipating to top it off in order to hit the $30 million mark.

Brian Wright
Managing Director and Senior Research Analyst, Roth Capital Partners

Great. Great. And then are there any other things that are, you know, part of that, that are just, you know, details like, you know, Ohio approval for adult-use, things of that nature to, like, that you could point to as well?

Brad Nattrass
Chairman and CEO, urban-gro

Ohio, you know, fantastic, right? For the industry. Another state legalized. By the time they get the regulations in place, you're probably looking at third quarter of 2024. So for us, it would be great. We were talking to clients ahead of time. They would start hopefully to move forward in more serious discussions with us. But I would, you know, I touched on it a little bit earlier. For us, we don't need the entire industry to turn around. Like, of course, we're fully supportive and pulling for rescheduling and safe banking, et cetera, to pass. But for us, we have a lot of clients in these states that just have regulatory delays, and they are funded. All they need is a license, and the funding will be released, and then they'd move forward to the construction side.

So very optimistic. States like, you know, New Jersey is rapidly opening up now. Hopefully, New York won't be too far behind. And when they do open up and they award the licenses, for us, you know, we can't guess because it could take a week or it could take three months, but as soon as they open up and we sign those contracts, we'll definitely want to get them out and announce them for sure. But we don't have to wait for an overall industry turnaround to successfully generate significant revenues and profits.

Brian Wright
Managing Director and Senior Research Analyst, Roth Capital Partners

Great, great. That, that sounds great. I think that'll—I think that does it for me.

Brad Nattrass
Chairman and CEO, urban-gro

Great. Thank you very much. Appreciate it. See you next week.

Operator

Thank you. The next question is coming from Anthony Vendetti of Maxim Group. Please go ahead.

Thomas McGovern
Equity Research Associate, Maxim Group

Hey, guys, this is Thomas McGovern on for Anthony. Thanks for taking my question. So to start, just kind of piggybacking on what you guys were just discussing. You know, you just mentioned that New Jersey is starting to open up in the cannabis sector, and you're seeing some positive signs in New York. I'm just wondering, you know, now that we have a little bit more visibility off of last quarter, do you guys see any potential inflection points in the cannabis market as a whole? I know you just said that you don't need a full industry turnaround to start recognizing some revenue there, but just maybe if you could provide, you know, your industry insight in there and just how the market's starting to shape up, I'd appreciate that.

Brad Nattrass
Chairman and CEO, urban-gro

Sure. Thanks a lot. Thanks for the, for the question. Inflection point, of course, the main one will be rescheduling. And as I sit on the board of the National Cannabis Roundtable, and as most know, this is probably something that would take place in Q2 of next year, remain very optimistic. The industry needs something significant, like rescheduling, for sure. In terms of at a state level for us, it is—it could be awarding new licenses in existing states like Florida, for example. It is New York moving forward at a more rapid speed and expanding the award of licenses to additional groups that aren't tied into specific segments.

On New Jersey, when it opened up, we've made great progress with certain clients, but there's also now the funding hurdle as well, that these individual groups have to jump over, too. So hopefully something like a safe banking passing. It was hopeful again, like last year, that that could happen by the end of the year. It's now most highly unlikely that it will happen. It could go into Q1 or Q2, but there's a lot of hurdles, of course, facing the industry. But for us, it's just releasing the licenses that are active in already legal states and getting through those regulatory delays.

I wish we could forecast it better, for sure, but it, it's quite amazing how quickly they can pop up and how fast the clients want to move. We had two in Q3, and those were both projects that we had anticipated, probably that would move forward a couple of quarters faster. And we had them in the schedule for Q4, Q1, and boom, they moved forward once those licenses were released. So it's a nice, pleasant surprise when it happens, for sure.

Thomas McGovern
Equity Research Associate, Maxim Group

Understood. I appreciate that color. My, my next question is on the international front. So last quarter, you guys mentioned you had the highest top line, and most of that had been driven by design. You also discussed how Germany was establishing some regulations, but it was taking some time, and that you were even looking at some opportunities in vertical farming in the Middle East. You know, being that you were just there last week, if you could provide us an update on, on how you guys are looking at the international market and, and kind of what to expect moving into 2024, that would be appreciated as well. Thanks.

Brad Nattrass
Chairman and CEO, urban-gro

Perfect. Yeah, in the Middle East, that's not a focus for us right now. It was initially when we opened that office, but we quickly decided just to focus in our backyard in and around the Netherlands. Our office is right outside of Amsterdam. When I was there last week, met with clients on both the cannabis side and then also the vertical farming side. On vertical farming, there's a strong focus on moving strawberries indoors. But we've also had clients in the North American market where we're having those same discussions of design, building those facilities around moving berry production indoors. From a cannabis standpoint, the experiment that has been active in the Netherlands for over two years now, it is moving forward. These client.

These, these groups are being funded, and they're moving forward with the build-out of their facilities. So that's nice to see because there was a long pause of about four or five quarters. So it's nice to see that start to move forward, and it would be a good, strong accomplishment for urban-gro to go to the next stage, past design, with one of these entities. As far as Germany, similar to what I just mentioned on Ohio, it's just getting the regulations in place. Originally, they were gonna move forward. Facilities had to be built in-country, but that went against the overall EU mandate, and so now they've toned it down or looking at more of a social club, phase one approach.

Fortunately for us, you know, on a social club approach, it still requires the build-out of facilities because hundreds of social club licenses can go together to build out a facility. So right now, the Netherlands, the UK, and Germany are key, I'd say the top three countries we're focused on right now.

Thomas McGovern
Equity Research Associate, Maxim Group

Great. I appreciate that. And if I could just ask one last quick question before hopping into queue. So you guys mentioned last call that you guys were starting to look at potentially resuming some of your M&A activity in 2024. I'm just curious, given the macro market, if that's still something you're looking at and kind of just your general perspective on returning to some of that acquisition activity you guys have done historically. I appreciate you guys taking the time to take my questions.

Brad Nattrass
Chairman and CEO, urban-gro

Perfect. Thanks. Right now, we're just focused on getting back to generating cash and, growing within our own shell. You know, as I mentioned at the start, we are top-end loaded, and so we have a lot of, room to grow within and, and really be able to, to register some good, strong, profitable quarters in the quarters ahead. Long run, of course, you know, whether it's to access contracts or access a specific service area that we don't offer now, it's something we want to look at. But right now, it's not even on the, the near-term plan for sure. It's just getting back and maintaining positive cash flow.

Thomas McGovern
Equity Research Associate, Maxim Group

Great. Thanks again.

Brad Nattrass
Chairman and CEO, urban-gro

Thank you.

Operator

Thank you. The next question is coming from Eric Beder of SCC Research. Please go ahead.

Eric Beder
Founder and Head Analyst, SCC Research

Good afternoon.

Brad Nattrass
Chairman and CEO, urban-gro

Hi, Eric.

Eric Beder
Founder and Head Analyst, SCC Research

Hi. I want to step back and talk a little bit about your ability to win contracts outside of CEA. What? You're competing against a lot larger people and people who have done it for multiple years, and with, I guess you could argue, certainly, sometimes more resources. How are you winning those contracts, and what gives you the confidence going forward that you'll continue to win them and to get, as you mentioned, bigger contracts?

Brad Nattrass
Chairman and CEO, urban-gro

Great question, Eric. In terms of winning additional contracts with current clients, we're doing it, right? When we acquired the construction management firm, they were working with a large Fortune 50 client and doing a couple small projects a year. We're now doing multiple projects and looking to expand that portfolio, and the project size is 3-6 times larger. So we're doing what we're doing. We're walking the talk. We're delivering on what we said we're going to do, and we're delivering good, strong service levels. We have set up a project management office internally. We have on-site superintendents, internal project managers, and a whole biz dev relationship team. So we've put a lot of work into building out that go-to-market strategy.

When JT Archer joined us as COO, that's that expertise and brainpower that he brought in. We're also utilizing systems a lot more than we did in the past. We've got a great client and vendor-facing portal that allows clients to see real-time where their project stands, where equipment, or when equipment is arriving and what's needed, or outstanding items to complete. So we're giving a good service level. Now, of course, there's a lot of large, multi-billion dollar construction management companies. We are subbed in to some of those companies. You know, they're not built to go after $10-$20 million projects. They're focusing on infrastructure projects and other large, you know, billion-dollar plus projects. We found a really nice sweet spot at around $10-$30 million, where the turnkey aspect doesn't really exist in the industry.

We signed, it was a golf resort, actually. It's a hospitality and recreation project in the Southeast. On that project, they were thrilled to find out that they could procure all of the services in one full package from urban-gro. Otherwise, they were gonna bring on their own site superintendent, they were gonna have to hire architecture and engineering on their own. So that was a really nice moment of awakening, for sure, at least me, to see that there's definitely a value in what we're offering, for sure, at that level. We're also working on a lot of projects. Another project is working with an international hotel chain, just to do $30,000-$40,000 of engineering, but 15 times a year for the foreseeable 3-5-year future.

So there's, it's not always design build. Our engineers, it's a 20-year company that we bought based in Houston. They have a lot of relationships. They have a lot of skill sets, one is fire and safety, for example, that they're known for in that specific Southeast, Southwest region. So we're building on our strengths, and doing a good job in delivering on what we commit to.

Eric Beder
Founder and Head Analyst, SCC Research

Great. A little more granular, when you look at Q4 revenues, do you still expect it to be about 2/3 non-CEA?

Brad Nattrass
Chairman and CEO, urban-gro

So for Q2 and Q3, it's maintained that. I would, based upon our pipeline and what's expected to close and the backlog that we have, I would expect it to stay at that level. If we continue to have good, strong CEA announcements this quarter, like we started to see in Q3, I would say you could see that begin to go more towards the 50/50 mark in Q1 and Q2 next year as the cannabis facilities or the vertical farm facilities ramp up.

Eric Beder
Founder and Head Analyst, SCC Research

Great. And, last question: in terms of the equipment, obviously, you need more CEA to drive the equipment business. Are there opportunities here, given that you're a purchaser of equipment here, and I'm assuming that a lot of people are having the same issues as you are with CEA, that the margins in equipment, when they come back, can be, I guess, in theory, a little bit stronger because the equipment companies right now are having problems selling their product? Thank you.

Brad Nattrass
Chairman and CEO, urban-gro

Yeah, Eric, I would look at it as we can't get greedy. Like, when you look at the nine-month performance, it's close to $4 million, right? In margins that we weren't able to take advantage of this year. I feel we have relationships with dozens of manufacturers, and I feel that we're in a place to better serve our clients if we have a cost-plus markup. If we're working with them on the services, we're then moving forward to construction, and then it goes to equipment. We want to be equipment agnostic, and to do that, you know, we just have a set markup in our contracts, and then we work with multiple manufacturers. And those manufacturers just are not in the U.S., they're also in Europe as well.

Eric Beder
Founder and Head Analyst, SCC Research

Great, thank you.

Brad Nattrass
Chairman and CEO, urban-gro

We definitely, we definitely want to increase the equipment, Eric. You know, and I think you asked on the last call, we, we have in Q3, we did successfully integrate a mechanical- or closed a mechanical contract. We haven't shipped it yet, but into a non-CEA, very large client. So it is a focus for us to spread our... or cast a larger web and also sell into those other markets, equipment systems, too.

Eric Beder
Founder and Head Analyst, SCC Research

Great. Thank you.

Brad Nattrass
Chairman and CEO, urban-gro

Thank you.

Operator

Thank you. The next question is coming from Ellis Acklin of First Berlin. Please go ahead.

Ellis Acklin
Senior Financial Analyst, First Berlin

Hey, guys. How's it going?

Brad Nattrass
Chairman and CEO, urban-gro

It's good, Ellis.

Ellis Acklin
Senior Financial Analyst, First Berlin

Thanks for taking my questions. For starters, I'd like to circle back to your earlier comments about keeping your team and key staff members in place so that you have the capacity to handle much larger revenue going forward. I was just wondering if you could share some insight as to what the inflection point might be in terms of revenue volume, so that you guys can consistently generate a positive Adjusted EBITDA with the current staffing and G&A cost structure.

Dick Akright
CFO, urban-gro

I'll take that one. Good question. I think as we've indicated before, we think we could still see a relatively substantial increase in the revenue with the staffing that we have. You know, as I'm sitting here today, kind of swaging that, I would say I'm pretty comfortable that we can get up to at least $40 million of quarterly revenue without having substantial increases from a personnel standpoint. And again, part of that is just, we're just seeing an increase in the size of the jobs that we're doing, especially on the construction side. And then when the cannabis equipment side does come back, the ordering of that equipment doesn't take a lot of people.

So I've kind of played around with our projections going forward, and I certainly think that $40 million of revenue, even $45 million of revenue a quarter, it's just, it's not gonna require very many more, if any, people for us. And that was kind of the way we had built the business. It just unfortunately, with the falloff in cannabis, and especially with the way it hurt equipment, just, you know, kind of whacked us from the standpoint of our income statement, with, with that downturn. But, but when it comes back, we've, we've really got the people in place to be able to handle things.

Brad Nattrass
Chairman and CEO, urban-gro

I'll add on to the back.

Ellis Acklin
Senior Financial Analyst, First Berlin

But if I can just.

Brad Nattrass
Chairman and CEO, urban-gro

I'll add on the back there just a little bit, Allis. I'll add on to the back there. As our revenues increase, we will add architects or engineers or site superintendents. You know, those will be the key roles that we continue to hire. You know, bringing operational expertise in certain areas, we'll bring those individuals as well. But as far as the senior executive team, EVP and higher, you know, we don't anticipate much need for that in the very near future, for sure.

Ellis Acklin
Senior Financial Analyst, First Berlin

Okay, just to continue along with this line of thinking, my question is more, assuming that the business mix remains as it is going forward for a while, and keeping the staff that you have in place, where's the point, is it in revenues, where you can break even consistently at the Adjusted EBITDA level? Is that $25 million, $30 million, $35 million, or like Dick was talking about, $40 million? Is there a spot that you guys target, and was like, "Okay, we're breaking even here?

Brad Nattrass
Chairman and CEO, urban-gro

It all depends on that mix, right? So with the equipment-

Ellis Acklin
Senior Financial Analyst, First Berlin

Assuming the mix stays about what it is right now, it's with the equipment sales.

Brad Nattrass
Chairman and CEO, urban-gro

It's where our guidance. Yeah, it's where our guidance is, Alice, right now, right? Approximately $30 million in revenue.

Ellis Acklin
Senior Financial Analyst, First Berlin

$30 million. Okay.

Brad Nattrass
Chairman and CEO, urban-gro

Yeah, that's right. And that's only with, you know, less than 10% equipment in the quarter. So that equipment changes, you see some inflection points hit in the cannabis space, that can decrease. But, you know, our guidance is approximately $30 million in revenues and break even to positive EBITDA. We're there right now.

Ellis Acklin
Senior Financial Analyst, First Berlin

Okay. Okay, that's great. And then, if I may, just one quick follow-up, regarding the project you had to take out of the backlog last quarter. Is there any update on that, when that might stop idling, or if you might be able to put it back in at some point?

Brad Nattrass
Chairman and CEO, urban-gro

Yeah, we're still in discussions with that client. I do not believe that that client will move forward, but they're working to sell their license and their facility. So we have talked to a couple of prospective purchasers of that license, so I remain positive that that project can resume at some point in the future, but perhaps it won't be with that specific client.

Ellis Acklin
Senior Financial Analyst, First Berlin

Okay, great. All right, guys. Thanks a lot. Have a good day out there.

Brad Nattrass
Chairman and CEO, urban-gro

Thank you very much, Allis.

Dick Akright
CFO, urban-gro

Thanks, Allis.

Operator

Thank you. 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.

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