Greetings, and welcome to the Bakkt Second Quarter 2022 Earnings Conference Call. [Operator Instructions] As a reminder, this conference call is being recorded. I will now turn it over to Ann DeVries, Head of Investor Relations at Bakkt. Please go ahead.

Good morning, and thank you for joining us for Bakkt second quarter earnings call. Today's presentation, including the separate earnings call presentation that can be found on our Investor Relations website at www.investors.bakkt.com will contain certain forward-looking statements about Bakkt. These statements are based on the current expectations of the management of Bakkt and are subject to uncertainty and changes in circumstances, many of which are beyond Bakkt's control, which may cause actual results to differ materially from those expressed or implied in such forward-looking statements. For a more complete discussion of forward-looking statements and the uncertainties related to Bakkt's business, please refer to its filings with the Securities and Exchange Commission, including the discussion of Bakkt's Risk Factors in its most recent annual report on Form 10-K and its subsequent quarterly report on Form 10-Q. During today's presentation, in addition to discussing results that are calculated in accordance with generally accepted accounting principles, we will refer to certain non-GAAP financial measures. For more information on this, the basis of the presentation for our financial results and our non-GAAP measures, please refer to our earnings release, which was filed this morning with the SEC. Joining me on today's call are Gavin Michael, Chief Executive Officer; and Karen Alexander, Chief Financial Officer. After our prepared remarks, we will answer questions we receive from our investors through the Say Technologies platform. After that, Gavin and Karen will be available to answer questions from the analyst community. I'll now turn it over to Gavin.

Thank you, Ann. Good morning, everyone, and thanks for joining. We've stated our vision before, to be the leading platform that is connecting the digital economy. This means power in commerce and enabling consumers, businesses and institutions to unlock value from digital assets while providing trust and transparency. I'm incredibly proud of the strong momentum we've gained as we continue to grow during what's been a very challenging environment. And let me talk about the market for a moment. It shifted considerably around us from both a macroeconomic and market perspective. There are a lot of headwinds to consumers and businesses with inflation, higher interest rates, risk of recession and volatility in the markets across many asset classes. The crypto market has clearly been challenging as the collapse of some coins and other company failures caused stress to investors, lending platforms and a broader selloff. These external factors have clearly weighed on the market with some companies elongating decision time lines on strategic priorities such as their crypto plans. Recent events have also led to more attention from regulators on the crypto space, and the market anticipates more stringent rules and customer protections to come. Our view is unchanged. Greater regulatory clarity will bring additional clarity to the crypto economy and help the market mature. We will continue to watch this space closely and collaborate with regulators as the conversation evolves. Beyond crypto, we're seeing the impact of summer travel supply constraints reduce opportunities for consumers to redeem their loyalty points for travel experiences like flights. Even amid all of this challenge, we remain in a solid position with $315 million of available cash and other liquid assets at the end of Q2. We are well capitalized to continue building through this time so that we can be opportunistic and…

Thank you, Gavin, and good morning, everyone. I will now walk you through the second quarter financial results. As a reminder, we use the term predecessor to represent the results of Bakkt Holdings LLC prior to October 15. These results exclude any results from VPC Impact Acquisition Holdings. Successor represents the results of Bakkt Holdings, Inc. from October 15 forward, which is the post-merger period. Combined represents the combination of predecessor and successor for the applicable period. This is a non-GAAP figure. Turning to Slide 14. We have our second quarter 2022 financial results. We saw strong net revenue for the quarter of $13.6 million, which increased by $5.1 million or 60% compared to the second quarter of 2021, primarily driven by strong activity from loyalty reduction. Similar to recent quarters, the key driver here is a rebound in travel as we've come out of the pandemic. We've had $57.1 million of operating expense in the period, which is up $17.3 million or 43% year-over-year due to an increase in non-cash compensation and headcount. The net loss for the quarter was $27.6 million, which resulted in a diluted net loss of $0.05 a share on an average diluted share base of 71.2 million shares. Net loss allocated to non-controlling interest in the operating company was $23.7 million, leaving a $3.9 million loss attributable to Bakkt Holdings, Inc. for a net loss of $0.05 a share on an average basic share count of 71.2 million shares. The diluted EPS calculation considers the tax benefit from the DTL utilization that would be created if the partnership shares converted to Class A shares. As a reminder, any dilution from the partnership's shares in the future will be dependent on usage of the remaining DTL. On Slide 15, we have our EBITDA and adjusted…

Our priorities remain consistent from previous earnings reports and aligned with our vision to connect the digital economy. As I've said before, we're laser focused on execution, and we're not slowing down, we're well positioned and agile being able to adapt to a shifting macro environment. We have a strong balance sheet with plenty of liquidity. We have a diversified business that provides flexibility in our revenue streams and also what we can offer our partners. We have robust risk management practices. The Bakkt ecosystem was created from day 1 with safety and soundness at its core, differentiating us from many other players in this space. We are highly disciplined in making capital allocation decisions, and our focus is on long-term growth. And we'll achieve this by bringing products that provide widespread utility to everyday consumers. I hope you can feel our enthusiasm and our passion for the team and our collective journey. We're committed to delivering long-term sustainable value to our partners, to our customers and to our shareholders. I'll now turn it over to Ann to manage Q&A.

Thanks, Gavin. Let's move over to questions from the investor community. Leading into our Q&A session, we'll start by answering the top questions from today ranked by number of votes. Given the value of questions we have seen, we'll look to skip those questions that were addressed in our presentation, particularly those around strategy and long-term vision, which Gavin touched upon earlier. We'll also go together questions that share common themes. After that, we'll turn to live questions from the analyst community. Our first question is from [Sarah], who asked what happened to the Apple Pay integration? Gavin, can you please take this one?

Yes, sure. Let me do this one. The Bakkt platform is already integrated as a payment option on Apple Pay. Our customers had the ability to seamlessly pay a deployment sale with their digital assets via the Bakkt debit card anywhere Apple Pay is accepted. Our B2B2C go-to-market strategy provides a strong distribution channel to make this functionality more widely used. For example, we went live with Wyndham Rewards members on our platform earlier this year. And now their rewards members can use their points to pay for purchases anywhere Apple Pay is accepted. Our Apple storefront available as part of our loyalty redemption offering is another great part of our platform and our relationship with Apple. That truly differentiates us from others.

Thanks, Gavin. Karen, this next question is for you. [Justin Jay] wants to know with this current recession and being a new company, is there any concern of bankruptcy or lack of growth?

Well, Ann, while there are certainly headwinds in the market, we believe we are well-positioned to be opportunistic and to continue to grow our business. We have strong liquidity with over $315 million of available cash and other highly liquid assets on our balance sheet. This capital position in a position to self-fund our road map and achieve our growth targets should the macroeconomic environment continue to remain challenging for April period. Furthermore, the diverse nature of our business allows us to lean into various aspects of our platform with partners depending on what their needs are. We feel confident that our platform capabilities and with an addressable market of well over 100 million users through our existing partners, we will achieve our growth plans. Also, I just want to note that in the highly unlikely event of a bankruptcy, customer assets are protected by the Bakkt Trust. Segregation of customer assets is a key mechanism for protecting them, which is why we are structured in that way.

Thanks, Karen. Next up, [Timothy W] asked, when will Bakkt have the ability to send crypto to an external wallet?

I'll take this one. Thanks for the question. Well, we're very focused on this, enabling the ability for our partners to allow their consumers to directly deposit and withdraw crypto to the Bakkt platform remains a top priority. As with everything we do, we don't sacrifice security and regulatory compliance with any value features, products or services as we add them. So work is well underway to ensure that we have the right tools, controls and monitoring in place on the compliance side to ensure we protect our customers and comply with all of the relevant regulations. Our rollout of this capability is subject to regulatory approval, and we look forward to providing you with additional updates in the near future as more of our partners go live.

We'll take one more question from the Say platform. Our last question is from [indiscernible], who notes that 8% to 10% inflation, Bakkt is losing purchasing power of its cash balance and wants to know why haven't we considered a share buyback of $40 million to $50 million? Are there limitations around ICE ownership increasing beyond a threshold?

And I can take that question. We think the best use of our cash right now especially given the current macro environment is to fund the long-term growth of our company. While we understand that it might be tempting to do a share repurchase of this environment, we do not want to make short-term decisions that could negatively impact our long-term growth goals. We think it makes more sense for us to think about returning cash to shareholders when we're generating positive adjusted EBITDA.

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

[Operator Instructions] Our first question comes from the line of Owen Lau with Oppenheimer.

Could you please add more color on your strategic alliance with Visa? How is this partnership different from the partnership with Mastercard? And if you can also give us an update on the progress of activation on MasterCard. That would be great.

Sure, it's Gavin. I'll take that. Thanks for the question. With respect to Visa, look, we've just signed a strategic alliance. It's very early days. Our teams are working closely to collaborate on the scope. And we're really excited to be working with them. We don't see it creating any issues with our other partners. We have robust agreements that really don't have any conflicts when we look across our landscape. So we're excited to be working with them lot more to come. In terms of overall activations, we continue to see strong traction in the go-to-market model across our partners. And not just part of the traction, the thing that's really helpful is that we're becoming part of their crypto marketing, their crypto sales process. And we're seeing a number of expansive opportunities ahead of us. We're doing significant work, as we've said before, around the integration for multiple use cases with our partners to connect our capabilities into their platforms in a very seamless way. And we're expecting to see the early wins that we've had with signing of several of the community banks. We set to see activations in the second half of this year and obviously, an increased ramp as we go through 2023. We're really working right now to ensure that what we build has robust capability behind it and is ready to launch at scale in a highly repeatable fashion. Another thing just to note is that we are a B2B2C business model, but there's an enormous amount of work that happens with the middle be with our partners, goes on behind the scenes that not many people really get to see. The collaboration is across our joint engineering teams, our go-to-market teams. And going live with each of these partners is obviously not an endeavor that we take lightly in any respect. What we're doing is being very thoughtful and very careful so that when we do go live, it's a very seamless experience for our partners and for their customers. We truly believe that we want to see our partners get the very best, and that's what we're striving to deliver for them. So we expect to see activations in the second half and then ramping through '23.

Got it. That's very helpful. My follow-up is, could you please share more information about your engagement with the Mayor of Miami. What are the use cases you're exploring with your payout capabilities? But I guess, more broadly, how do you see the penetration of the blockchain application in the payment space overall? Do you see more pushback? Or do you see the adoption continues more broadly speaking?

Yes, we’re excited to be working with the ear. It’s early days again in the collaboration. We see allowing our payout capability to be used to allow people to get paid in crypto. We’ve spoken about that before, where we see traction and appeal with people wanting to receive a portion of their wages or salaries or fees in crypto. And that’s another example of some of the work that we’re doing. We also see a broader application as we bring utility to the crypto economy to allow payments and rewards to really come to life inside of the work that we’re doing. More broadly, yes, we’re seeing a shift in narrative around the way that the crypto is being viewed. We see a move from providing not just the ability for people to buy and hold crypto for people to be able to earn it and get paid in it, that’s really just the very beginning. The store of value use case is certainly there over time, and we really believe that digital gold narrative alone is too limiting. It was designed as a peer-to-peer electronic cash, and that’s the way it’s meant to be used. It’s not meant to be just held. So while we see that people have shown a desire to acquire crypto with the hope of participating in some form of appreciation over time, we don’t believe that takes away from the applications and the utility of it in a much broader sense. So whilst we see the digital gold is the first, we don’t see it as the last application of Bitcoin. And so we’re working to understand how you could programmatically pay with bitcoin, how you can look and stream as you think of it as a new form of payment. We’re looking to how do we establish new forms of payment through the use of the technology over time. That’s the focus as we move forward.

Our next question comes from the line of Trevor Williams with Jefferies.

Great. So on some of the big partnerships, I'm thinking Finastra, Fiserv, Mastercard, I know you just touched on those, but maybe asked a different way, just Gavin, with the time that's lapsed since those were announced. Maybe just give us a sense for kind of how things are tracking relative to what your expectations would have been at the time of the announcement, maybe where you've been surprised both positively and negatively? And if you're expecting any contribution from either of the 3 in the second half? It sounds like you're thinking now kind of a steeper ramp in 2023, but any help there would be great.

Yes. Thanks for the question. We certainly -- the partnerships themselves certainly present the same degree of potential they did when we announced them. We're excited by the leverage that these give us in the B2B2C model by expanding our reach. We spoke during the presentation about the work that's happening with Fiserv and with Finastra as we enable their go-to-market and their sales teams. And you continue to see us announce partners that come through that -- those relationships like Sullivan Bank today. Our focus has really been on getting the integration of the platforms to happen in a very seamless way. And we expect to see the early activations through the second half and then the ramp in 2023. I think that's always been our belief as we've entered into these partnerships. And whilst the macro presents some potential challenges in the way decisions are being made, we still see the full potential that we saw when we originally announced the partnerships.

Got it. Okay. No, that's great. And then just on the cut to the second half cash burn on the lower expenses. Can you just put a little finer point on where specifically you're pulling back in terms of investment, if there's anything specifically you'd call out on the product road map that's getting pushed out or if it's more on the sales and marketing side? Any color there would be great.

Sure. Trevor, I could take that one. As we are continuing to work on investing in the product road map to activate those and be ready for the activations that will start happening on the partner side in 2022 and really ramp up in 2023. We had originally anticipated a certain amount of expense associated with partner activations happening at a higher volume in the second half of 2022. So that’s certainly a piece of it. And then even beyond that in this macroeconomic environment, really taking a look at the discretionary expenses to make sure that we’re laser-focused on the expenses that will build out the road map and activate partnerships and respond to where we see that we can meet our – the needs of our customers and partners is really where those cuts are coming from.

Our next question comes from the line of Pete Christiansen with Citi.

I just want to hit on the last point real quick. I think it makes sense, variable cash spend would go down with some revenue being pushed out, and you talked about being increasingly prudent in this environment. But in terms of the reduced cash burn outlook and juxtaposing that with what you said earlier about continuing to hire and to scale and given that the current environment actually is conducive for that. How should we internal scaling at this point and the pace of it? And do you still remain on track for that internal scaling?

As Gavin mentioned, we are continuing to hire. We do believe this is a good market, actually, just given what's going on in the environment to find great talent that can help us build out our product road map. And looking at our hires, we're really focused on the hires that frankly, draw a direct line to the revenue growth that we expect to see as we build out and activate the partnerships. And so I think where -- one of the areas where we being more prudent in hiring is really looking at the more the non-sales in non-tech development areas where we can work smarter, more efficiently, really look for efficiencies with our service providers to make sure that the hires and the investments that we are making are directly contributing to the build-out of the products and the activation of the cars, but we are still hiring.

Okay. That's helpful. And as a follow-up, Gavin, I was just wondering if we could dig a little bit into some of the elongation of decision-making that you're seeing here. Just trying to understand how broad-based is that? Is it really concentrated on just a select few of integrations or sign-ons? Or is it something more broadly given what we've seen in regulatory on the crypto side, but also just the price levels coming down? And then a follow-up to that is how are you feeling about this development productivity at this point given similar corrections we've seen in the market?

Pete, thanks for the question. Nice to hear from you. With respect to the decision cycles, I think what we've said and what we're seeing is crypto is here to stay, it's got proven staying power. What we are seeing is -- and the power of our platform is that our partners are looking for different entries into the crypto economy. We're able to offer them simple trading solutions. Maybe there's a hesitancy and whether they want to enter that given the volatility of the market. If you switch that around, you talk about what we can do with crypto rewards, how we can enable crypto payout. And all of a sudden, the discussions take on a new bend. I think what you see and what we've emphasized constantly is the ability for us to be able to expose our capabilities in new and creative ways to allow our partners to be able to innovate on our platform in a very safe, secure and scalable manner. So when we talk about an elongation, it's not that crypto is going away. It's just simply that people are forming what's the right entry point into the market. And the great thing about the platform is it allows us to be able to have those discussions in those varying contexts. With respect to the second part, I mean our view is that -- actually can you just remind me of the second part?

Well, yes, first, I wanted to follow up on what you just said and then I'll ask the second part again. But is there any concern on your potential pipeline here and the partners there associated with it, are they given -- we're starting to start to see a lot more on the legislative front, particularly in crypto. Has that become a hang up at all in their decision processing?

No. As I said, people realize it's here to stay. Our partners realize it's here to stay and they're looking for different and increasingly innovative ways to enter the market, and that's the strength of the platform. The ability to be able to redeem a set of points into crypto, there better be ability to be able to earn crypto on an everyday spend is a very different proposition from a simple buy-sell and trading capability. So we're excited still by the fact that we're able to service a range of the range of these customer and partner dialogues. With respect to productivity around our sales team, it continues to grow as we get more refined in the way the messages are being delivered, and you saw some of that in the way in which we're doing the marketing and brand building. We now have Ask the Expert series. We have product marketing functionality. We have great short leadership that's coming out. And importantly, and to the point about what a partner is seeing, we have primary research capability now which helps verify and validate many of the concepts and products that we're taking to market. So I think the productivity continues to increase, and the engagement is still there with our partners.

No, that's helpful. And that's actually good news given regulatory shifts there that not deferring any activity here. One last one, and you just talked about this refining the marketing message and showing the number of the surveys that you offer, I think, are pretty [Technical Difficulty] be interested in things.

Pete, apologies, but you cut out for a couple of seconds. Can you repeat the question, please?

Yes, yes. As it relates to refining your marketing messages, and I know that you've put forth a lot of compelling survey work, which can be convincing, I think, for a potential partner, have partners or prospects considered surveys within their own community to see how adoption of crypto loyalty programs and so on and so forth would be applicable to their own offering?

So I think, Pete, they’re taking a combination of approaches. They’re obviously looking internally into the customer segments as a service, both are proactively and reactively given inbound inquiries that they often get from their own customer set. They’re using our research to help validate hypotheses across the broader market because much of what we’re doing when we work with them is not just about trying to deepen the engagement within their own consumer space, then helping them – helping them acquire new customers. So understanding the appeal of an offering, both with your existing customers and then in a broader base allows them to make those decisions in a far more [expedited] way and importantly, in a data-driven way so that they’re able to understand, validate their business cases, their assumptions by surveying internally and externally, and we help them with both.

Our next question comes from the line of John Roy with Water Tower Research.

Great. So given all in -- everything all in together, what is your thinking on your path to profitability? Has that shifted out? Or is it just a matter of you're going to invest more? Maybe actually things will be cheaper? What's your thinking on your path to profitability?

Yes, John, I could take that question. When we initially did the transaction in October of 2021 with VIH, that gave us a significant cash investment that the -- and the intent always was to use the first 2 years of the business plan post that transaction to build out the road map and activated partners and capabilities. So we -- at this point, while not giving guidance beyond 2022 at this point, our longer-term expectation has always been that we can work with this investment to activate our products and activate partnerships to get to an adjusted EBITDA, breakeven EBITDA in year 3, which would basically be 2024, if you look at when that time line began with the transaction.

Great. And maybe, Gavin, one thing on -- I know you've talked obviously a lot about the crypto and the changing narrative there. Maybe if you could kind of summarize what you see is happening in the broader space. Are we going to a 2 coin world? Or what are you actually seeing out there and what people are telling you about the narrative around crypto and its usages?

So thanks for the question. Look, we’re definitely seeing, as I’ve said before, that there’s a changing narrative. We see from a shift of store of value to a more widespread utility across consumers across businesses, across institutions. Our goal is to work with the partners to unleash its full functionality, it’s full utility and to provide them with optionality. We don’t know exactly how it’s all going to unfold and the power of the platform is the ability for us to be able to be very agile and adapt, whether that’s a discussion that starts with, I want my consumers to be able to buy and trade or I want to reward them differently. They’re able to come to us through a single set of APIs and get access to a single solution that will scale as their thinking matures. So it’s about that shift in narrative, it’s about helping us unleash its full functionality and utility. And importantly, it’s about being agile and creating opportunity and optionality for our partners and for our consumers.

Thank you for your questions. There are currently no more questions registered. So I will pass the call back to Ann DeVries for closing remarks. Thank you.

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

This concludes today's call. Thank you for your participation. You may now disconnect your lines.