Greetings, and welcome to the Bakkt Third Quarter 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. 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's third 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. Our goal remains the same. We're working to connect the digital economy by enabling consumers, businesses and institutions to unlock value from digital assets. Within our core focus, our strong market position enables us to invest through the cycle, like with our acquisition of Apex Crypto, which we expect to be transformative for Bakkt and we'll discuss later in the call. We recognize that there is still significant economic headwinds for consumers and businesses from inflation and rising interest rates to the continued volatility both in traditional markets and in Crypto. Looking at the events in Crypto this week, we can see that the shock waves are continuing and the fallout may not be limited to the initial parties involved. We have no exposure to FTX or any of the impacted parties or tokens. We are focused on building for the long term in a sustainable way. We've always taken a mature and thoughtful approach to risk. With this in mind, we're being intentional, strategic, and disciplined with how we utilize capital. We will continue to invest in enhancing our core product offerings and activating with partners, but at the same time, we will be even more prudent in our cash usage and optimize the business by simplifying processes and driving productivity. Now, moving on to the Bakkt platform; our platform is unique and offers businesses scaled consumer experiences across crypto and loyalty. It is underpinned by our institutional grade technology stack. Our services stand from buy, sell, hold crypto significantly further scaled with the addition of Apex Crypto to our loyalty solutions which offer access to merchandise travel and Apple products fully customizable by our partners. We provide valuable experiences for our partners within these defined product areas. Our…

Thank you, Gavin, and good morning everyone. I will now walk you through the third quarter financial results. As a reminder, we use the term predecessor to represent the results of Back Holdings LLC prior to October 15th, 2021. These results exclude any results from VPC Impact Acquisition Holdings. Successor represents the results of Back Holdings Inc. From October 15th, 2021 forward, which is the post-merger period combined represents the combination of predecessor and successor for the applicable period. This is a non-gap figure. Turning to Slide 18, we have our third quarter 2022 financial results. We saw strong net revenue for the quarter of 12.9 million, which increased by $3.8 million or 41% compared to the third quarter of 2021, primarily driven by strong activity from loyalty redemption from large to recent quarters. The key driver here is a rebounding travel as we've come out of the pandemic. As previously disclosed, this quarter included a $1.5 billion non-cash goodwill and intangible asset impairment charge. As a reminder, this charge was in accordance to generally accept the accounting principles and a result of the decline in our market capitalization and the revenue impact of elongated timing for the expected crypto product activations. This charge is non-cash and does not have an impact on our future operations or affect our liquidity or cash from operating activities. Excluding this one-time charge, our operating expenses were $60 million in the period, which is up 21 million or 54% year over year, primarily due to an increase in non-cash compensation and head count. The net loss for the quarter was $1.6 billion, which resulted in a basic and diluted net loss of $6.11 per share on an average basic and diluted share base of 76.6 million shares. Net loss allocated to the non-controlling interest…

Thanks Karen. As part of our relentless focus on execution, we'll be working diligently with key stakeholders, including our regulators to complete the acquisition of Apex Crypto and integrate the business onto our platform expeditiously. Our acquisition of Apex Crypto is transformational, positioning us to be the provider of choice for any financial institution, merchant or loyalty program with crypto and other digital assets. Apex Crypto bolsters our crypto product offering, enabling us to offer innovative new products and expand our client verticals, providing us with broader reach across the board. We are focused on sustainable long term growth. We remain vigilant given the macroeconomic environment and we're focused on prudent expense control and maintaining a strong balance sheet. We will take necessary actions such as the restructuring plan we will implement in 4Q to protect our company and its shareholders. We will remain highly disciplined with how we allocate our capital through the cycle. Our research indicates that Crypto's here to stay even 60% of the crypto curious and our recent survey who don't own crypto see it as the next advancement in modern finance. It's career crypto has a long runway ahead. We're in this for the long term and our capital allocation decisions reflect that mentality. We will continue to strive every day to provide long term sustainable value and growth to our shareholders. And I'll turn it over to Anne 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 say, ranked by number of votes given the value of questions we have seen. We'll look to skip those, those questions that were addressed in our presentation, particularly those around strategy and long-term vision, which Gavin touched upon earlier. We'll also group together questions that share common themes. After that, we'll turn to live questions from the analyst community. Our first question is from Rajiv S [ph] who wants to know why is I selling back stocks and whether we are concerned about this. Karen, would you be able to pin on this?

Sure, I'd be happy to. ICE remains our largest shareholder with 66% ownership of our aggregate shares. Their shareholder ownership has remained consistent and we continue to have a very strong relationship with them. You may have noticed that ICE recognized a non-cash writedown related to their ownership stake and backed in the third quarter ICE accounts for its investment in back as an equity method investment. Generally Accepted Accounting rules require evaluation of equity method investments for other than temporary impairment based on observable data such as market value ICE's, non-cash write down of their investment in back was triggered by our non-cash goodwill and intangible asset impairment charge during third, the third quarter.

Thanks for clarifying that. Karen. Our next question is from Jonathan B, who asks, as that continues to rapidly hire a new personnel and acquire a new office space, essentially taking the company from a small business to a large one. Could management, please elaborate on what is the company's goal with these new assets? Gavin, can you take this one please?

Yeah, sure. Well, thanks for the question. Let's step back for a minute. Our goal has always been to grow the company and build a scalable business that could be impactful in connecting the digital economy. That's why we pursued the DFA process to become a public company and access the funds necessary to make investments to achieve this goal, including key talent to grow the business, a physical location for the teams to be co-located and to drive in person collaboration. Our B2B2C positioning and large multinational partners will help us achieve scale and we're investing in a roadmap that supports continued growth. As Karen mentioned earlier, we use 2022 to invest significantly in the build out of the company and we expect the pace of investment to decline in 2023. These investments support the creation of long-term value to our partners, to our customers, to our shareholders, and to our employees.

Thank you. Next, Stanley CS will back the announcing any new partnerships. How will the company handle the slow adoption phase? Gavin, can you take this one?

Yes, I can take that one. We have a robust pipeline of potential clients that we're working on and we're making strong traction with those names. The B2B2C sales and marketing initiatives that I described earlier have been very impactful in helping to further develop our pipeline. Our recent acquisition of Apex Crypto brings over 30 FinTech partnerships onto our platform and an extensive pipeline with over 220 FinTech clients in the AFS ecosystem. That's one of the key aspects of this acquisition, the immediate scale and distribution that it brings to our platform. So regarding the point and flow adoption based on research studies we've conducted with consumers and conversations we're having with partners strong interest in crypto remains. That said, given the current crypto environment, we do recognize that some companies are taking their time to determine their entry point into crypto. Whether it's product fit or timing, we work closely with our partners to help them make the right decision for their business. Additional regulatory clarity will also help drive further adoption and help businesses determine their entry point. One of back's founding principles is that crypto as an asset class will mature faster in an atmosphere that prioritizes regulation, compliance and security, which is why we've built those principles into our platform from day one.

Thank you. Next up Shea [ph] asked, what does back plan to do now that Crypto is fading? Is the company going to go under? Will they deal with changes and adapt to them, and if so, how do they plan to do this? Karen, can you take this one?

Sure. I can give you my take on this. As Gavin just mentioned, we don't believe that crypto is saving. Are we in the midst of a prolonged period of crypto headwinds? Yes, I agree with that. This week is this week's events certainly haven't helped, but we see companies using this time to build their strategy and be opportunistic so that when market conditions improve, they are ready to capitalize on them. That said, we do our best to ensure that we have a strong balance sheet and enough liquidity to prepare for any environment. We have over 273 million of available cash and other highly liquid assets on our balance sheet. This capital puts us in a position to sustain a prolonged challenging macroeconomic environment while self-funding our roadmap to achieve our growth targets. Further, the diverse nature of our business allows us to lean into various aspects of our platform with partners depending on what their needs and market opportunities are. We feel confident that with our platform capabilities, including the new ones that we are acquiring from Apex Crypto, we have the ability to be a trusted provider of crypto services through the cycle and can be flexible and nimble to adapt to an evolving landscape should the knee rise.

Thanks Karen. We have time for one last question from the Save platform. Dr. P asked, how do you manage a downturn in crypto prices? Karen, I think this one's for you again.

Yeah, I'm happy to take it. A downturn in crypto prices doesn't necessarily have a negative impact on us. Volatility in crypto prices, whether it's up or down, is generally good. As it creates more interest in trading volume with customers, we make back to back trades to offset customer positions, so we hold very little on our balance sheet. As a result, we really don't have the material financial impact from declining crypto prices and as we scale our crypto offerings with the addition of Apex Crypto and new partners coming online, we would expect to see growth in crypto even with some volatility as it's as a revenue opportunity. Great.

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 John Roy with Water Tower Research. John, your line is now open.

Thank you. So Gavin, you were talking about the pilot with Global Payments. Can you give us some more color on that timing, how long it's supposed to last, where it might lead, et cetera. Any color would be helpful.

Yeah, sure. John, good morning. Thank you for the question. So our focus with Global Payments has been across a couple of different initiatives. The pilot that we spoke about in the presentation is with NetSpend allowing at the moment internal net spend employees to be able to use the capability of a buy, sell, hold from their net spend account into Bitcoin and show the promise of the platform that we've spoken about by embedding access to crypto assets alongside traditional fiat currencies. The pilot is due to run through the course of next the next several months while we understand what the reception is like, how the functionality works, and get ready to take it into broader launch as we start to see the right demand in the broader, in the broader marketplace.

Great. As the follow on, obviously Apex is important and you're going to get a pipeline with them. Have you seen any new prospects come to you and say, Hey, this Apex announcement sounds interesting or is that a little too early?

It's a little too early. At the moment, our focus is working on the closing of the transaction and making sure that we're planning for all of the, the integration, the synergies that we've spoken about in today's call. We're incredibly excited by the capabilities that it brings to our platform, the acceleration it brings in our roadmap and the access to the talent of Apex Crypto to continue to deepen our bench.

Thank you for your question. Our next question comes from the line of Trevor Williams with Jefferies. Trevor, your line is now open.

Great, thanks. Good. Gavin bigger picture question for you just on crypto more broadly, in light of what's happened this week with FTX, I know you guys have talked for a couple quarters now just about decision making timeframes with FIS that have started to get drawn out. But just curious kind of what you think the net impact on the ecosystem will be from the FTX fallout, whether that's industry structure regulatory clarity and then more broadly specific to back just on demand from FIS on offering crypto. Just trying to get at how much you think this exacerbates what had already been kind of a softening demand backdrop. Thanks.

Hey, good morning Trevor. Thank you for the question. I think what we are seeing is, our proposition to the market has always been that we're a compliance first regulated environment where we take great care to separate our custodial activities from our market trading activities. We really have set about setting up a set of structures that are all about being thoughtful to our approach to, to, to risk. We believe that there will be, greater clarity around regulation. As we've said, we think that that will help accelerate, people's entry into the space. In terms of what it does more broadly, I think what is it's showing that there are still use cases that are yet to be developed, moving away from straight investing, thinking of it as just simply an asset, as a store of value and moving into utility type use cases. Whether that's changing the payments landscape, changing the payments landscape, and the way in which we think about streaming payments or micropayments, whether it's thinking about how we continue to drive new capability beyond straight trading into these, these embedded finance activities. Trading will always be part of the story, but there is so much more, and I think as a result of what we've seen through the course of the last several days, it'll continue to see us focus on those other pieces. How do we continue to drive the benefits of crypto more broadly than just simply looking at it as an asset?

Understood. Thanks. And then just as my follow up on the expectation for the cash burn to moderate next year, is there any help you can give us just on order of magnitude for how much it can slow from here? I know a number of moving pieces, especially with the dynamics in q4, but just any help you could give us on that just as we think about modeling for 2023 would be great. Thanks.

I could take that one. In terms of cash burn, as we mentioned earlier, 2022 was always meant to be a building year for us. So we were ramping up head count and building out the capabilities to be a public company. And we think, that has really plateaued with where we are as of the third quarter. So at this point where we think about cash burn coming into 2023, there's a couple of places that we're focused on. First would be on the revenue side where we do expect further activations on the crypto side. And then obviously the acquisition of Apex Crypto is going to give us a revenue stream as well. On the expense side, we're really looking at looking at solidifying our head count and our expenses to take advantage of some of the synergies that we expect to get from Apex Crypto. As well as really capitalize in terms of the leverage that we think our model has now that we've built these capabilities. We think there's leverage in terms of the ongoing operation of the business. So I think, in terms of magnitude something that we would certainly give more color on at the appropriate time when we give 2023, but I, I think you're going to see drivers on both of those fronts on the revenue side and the month side.

Thank you for your question. Our next question comes from the line of Jeff Cantwell with Wells Fargo. Jeff, your line is now open.

Hey, thank you and appreciate you allowing me to join these calls. I wanted to follow up on a couple of couple questions are being asked regarding FTX and events this week and you've always been very thoughtful with perspective on the crypto industry and so forth. So the question, I think we're all going to hack, unpack, over the next several months. It is sort of from a regulatory perspective and I wanted to get your thoughts on where the gaps are right now from a regulatory perspective, what you think often and it's approach to crypto, why you think it's the right one and where we should expect to see the regulatory environment change over time and, and what you're doing to get in front of those developments. I would love to hear your thoughts on that. Thanks very much.

Thanks, Jeff. Yeah, sure. Look, we've always welcomed a thoughtful approach to regulation. We work very closely with our regulators to help educate them on, on what we are doing and, and how we think about our products and the introductions of our products to and services into the market. Obviously, we'll continue to evolve those as we see the regulatory responses start to change. I think the other thing that is important here is that we've always taken a mature and thoughtful approach to risk, avoiding lending repo leverage liquid positions, and I think that becomes important. So when you think about where and how the regulatory response may occur, it'll be simply around making sure that there's a clear separation of where the consumer monies are kept. So the custodial side of our business, making sure that that is well managed and very, very separate from what's happening in other parts of any business, that it contains leverage. And I think importantly, there'll be continued focus on disclosures, making sure that it's very clear that people understand how and where the risk is when they're making these sorts of decisions. Our goal is to move the debate and the, and the discussion onto utility. How do we start to use the infrastructure around the core business that we have built to continue to drive into reward space, into using crypto as a mechanism in really thinking about how we take the infrastructure and the technology that is being built around what it is that we are doing for crypto and using that to enhance customer impact. Working closely to bring these services into the market to start to fill unmet need. Some of that will be around payments. Some of that will be around the way we start to see the evolution of, of, of commerce, how do we unlock the power of these digital assets? And so I think while we see an approach from our point of view, which has been very thoughtful in the way we think about risk, we think about compliance, We welcome regulatory clarity, we'll continue to be nimble in the way we evolve and we'll continue to start driving this discussion around that broader sense of utility.

Great. And then appreciate all the color. And then on Apex, just a follow up, and this is in regards to the slide 12. Can you expand a little bit upon, I see the piece where you're talking about fiber crypto enabled, Does that mean active users? I'm just trying to get a sense of whether that's a TAM for your kind of like a TAM versus whether it's a current user base or anything you can kind of give us to help us think through your, where your actives will be trending transaction active will be trending as this comes on board. Appreciate that as well.

I can take that one. The 5 million enabled accounts are accounts that are REG effectively registered to be able to transact. So I would think about that. It's kind of like a subset of the tam. So your total TAM is every customer that the partner has of which a subset of them, in this case, the $5 million have set up, have signed up to be able to trade crypto, and then you would expect a percentage of accounts trading to really drive revenue.

Thank you for your question. There are currently no more questions registered. [Operator instructions] There are no more questions leading at this time. So I will pass the call back to our management team for closing remarks. Thank you.

All right. Thanks everyone for attending our earnings call this morning. We look forward to connecting with you again soon. Have a good day.

This concludes today's conference call. Thank you for your participation.