Good afternoon. Welcome to Nogin Inc.'s Fourth Quarter and Full Year 2022 Earnings Conference Call. At this time, all participants are in a listen-only mode. After the speaker's presentation, there will be a question and answer session. As a reminder, this call is being recorded. Joining us today from Nogin are Jonathan Huberman, President and CEO, and Shahriyar Rahmati, COO and CFO. Before we begin, Nogin's management team would like to remind everyone that statements made and/or answers that may be given to questions asked on this call are or may contain forward-looking statements that are subject to risks and uncertainties related to future events and/or the future financial or business performance of Nogin. Actual results could differ materially from those anticipated in these forward-looking statements. Forward-looking statements include, but are not limited to Nogin's expectations or predictions of financial and business performance and conditions, the development and adoption of Nogin's platform and cost reduction measures, as well as competitive and industry outlook. Forward-looking statements are subject to risks, uncertainties and assumptions, and they are not guarantees of performance. Nogin is not under any obligation to, and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, a description of some of the risks and uncertainties that could cause actual results to differ materially from those indicated by the forward-looking statements on this call can be found in the Risk Factors section of our full year report on the Form 10-K for the quarter ended December 31st, 2022, to be filed with the SEC later today and in our other filings with the SEC. On today's call, we will also refer to certain non-GAAP measures, including non-GAAP revenue and Adjusted EBITDA, that we view as important in assessing the performance of our business. These metrics exclude certain items as discussed in the release under the heading Non-GAAP Financial Measures. Therefore, these measures should not be considered in isolation or as an alternative to operating income, net income, cash flows from operations or any other profitability, liquidity, or performance measures derived in accordance with GAAP. You should be aware that the company's presentation of these measures may not be comparable to similarly titled measures used by other companies. A reconciliation of each non-GAAP measure to the comparable GAAP measure is available in our earnings release and our full year report on Form 10-K for the quarter ended December 31, 2022 on Nogin Investor Relations page at www.ir.nogin.com. Finally, I would like to remind everyone that a webcast replay of this call will be available via the link provided in today's earnings release as well as on our website at www.nogin.com. Now I'd like to turn the call over to Nogin CEO, Jonathan Huberman. Thank you, Amy. Welcome, everyone, and thank you for joining us this afternoon on our earnings call. To begin today's discussion, I'd like to provide a quick overview of our business and review last year's highlights before turning the call over to our COO and CFO, Shahriyar Rahmati, to discuss our financial results for the quarter and year. After that, I'll share some closing remarks before opening the call for questions. For those of you who may be new to our story, at Nogin, we believe that as retail e-commerce continues to grow and becomes more sophisticated, there is a large market opportunity to help merchants who need that e-commerce sophistication but lack the expertise, capital, and personnel to manage it all. Nogin's Commerce-as-a-Service platform satisfies this need in a few ways. First, Nogin provides a headless end-to-end technology platform that merchants can plug into instead of paying to integrate multiple technologies. Second, Nogin delivers advanced capabilities that are generally too complex and costly for many brands to buy, build, or manage on their own. These capabilities include a full customer data platform, social commerce abilities, and AI integrations. Third, Nogin includes leading-edge R&D and innovation-as-a-service so that clients are never required to expend resources on their ecommerce operations. Lastly, Nogin drives identifiable incremental performance for our customers based on insights from our proprietary data asset, insights unavailable to most outside of the Nogin platform. Nogin's business model includes taking a percentage of brand ecommerce sales conducted through our CaaS platform, which ensures complete alignment between ourselves and our clients. Our growth strategy is rooted in three key pillars: develop and continuously advance our innovative and scalable Commerce-as-a-Service platform, increase sales and marketing efforts to drive our pipeline, and expand our client base into new markets and products throughout ecommerce. We continue to make progress on all these fronts as we look to the rest of 2023. Altogether, as we grow and continue to scale our product and service offerings, our clients' ecommerce operations can scale in parallel. Our modern approach to commerce allows brands and sellers to grow more profitably and without upfront costs while still focusing their efforts on their core business instead of the resource-intensive nuances of ecommerce. I would now like to take a few minutes to reflect on our 2022 fiscal year. In many ways, this year was transformational for our business. After completing our business combination to enter the public markets in August, we added public company and industry expertise to our management team and board of directors to best position Nogin to execute on our growth strategy. Also, a major driver of our decision to go public was to enhance our sales engine. With that in mind, we made significant investments last year to bolster our sales force. These efforts have led to strong customer acquisition momentum, as well as a robust pipeline of additional brands that are interested in Nogin's capabilities. Expanding our client base remains an important part of our growth strategy, and we look forward to further driving our sales engine in 2023. We continue to invest behind our best-in-class Intelligent Commerce platform and made significant upgrades to our software in 2022. These efforts culminated in the launch of V1 of Intelligent Commerce, announced this month, which builds on the previous version and offers powerful new features, including first of its kind AI-powered customer segmentation, algorithmic merchandising, and automated campaign optimization. Our goals remain to provide our clients with access to cutting edge enterprise e-commerce capabilities, we expect to continue investing in our technology suite moving forward. Another area of focus for us in the back half of 2022 was our comprehensive cost reduction and performance improvement initiatives. While we work to position our CaaS business for growth and margin expansion, profitable operations remain a crucial part of our strategy. These initiatives are already showing positive results, including an Adjusted EBIT loss reduction in the fourth quarter. As we look to the rest of 2023, we expect to balance these efforts with our investment into Nogin's technology and sales engine and believe that we're on a path to profitable growth. In total, we expect that our efforts in 2022 will allow us to effectively execute on our growth strategy moving forward. Especially in the current economic environment, brands are searching for ways to reduce costs while driving improved results, our platform is uniquely positioned to help our customers do just that. With Nogin, high performance and cost effectiveness are never mutually exclusive choices. We are confident in our technology, our team, and our strategy, look forward to capitalizing on strong momentum over the rest of 2023. With that, I will turn the call over to our COO and CFO, Shahriyar Rahmati, to discuss our fourth quarter and full year financial results in greater detail. Shahriyar? Thank you, John. Turning now to our financial results for the fourth quarter and full year ended December 31st, 2022. As noted last quarter, our net revenue includes product-related revenue that stems from two previous deals that involved sales related to first-party inventory purchases. As that inventory is sold, generated revenue appears within net revenue in our GAAP results. Our non-GAAP revenue, however, is revenue generated by the core Commerce-as-a-Service platform and associated services. We typically view non-GAAP revenue as a more accurate indicator of the business and expect our GAAP and non-GAAP revenues to converge over time. GAAP net revenue in the fourth quarter of 2022 decreased 39% to $27.9 million from $46.1 million in the fourth quarter of 2021. The decrease in net revenue was primarily due to a decrease in product revenue. GAAP net revenue for the 2022 full year decreased 7% to $94.5 million from $101.3 million in the comparable year-ago period. The decrease in net revenue was primarily due to a decrease in net product revenue during the year, partially offset by an increase in net revenue from related parties. For the fourth quarter of 2022, non-GAAP revenue, a non-GAAP measurement of operating performance, decreased 16% to $22.3 million from $26.5 million in the comparable year-ago period. The decrease in non-GAAP revenue was primarily due to a decrease in CaaS and marketing revenue. Non-GAAP revenue over the full year of 2022 increased 3% to $72.4 million from $70.0 million in the comparable year-ago period. The increase in non-GAAP revenue was primarily due to an increase in CaaS revenue. Operating loss in the fourth quarter increased to $12.6 million, compared to an operating loss of $0.9 million in the comparable year-ago period, and operating losses for the 2022 full year increased to $40.3 million, compared with an operating loss of $6.3 million in the comparable year-ago period. The increase in operating loss was primarily due to supply chain issues experienced at the end of 2021, which impacted our performance in the first half of 2022, along with a one-time write-down of bad debt and royalty expense. The expected impact of the company's cost and performance improvement program for the full year of 2023 is anticipated to be between $15 million and $20 million, and management expects to have the majority of initially identified initiatives complete by the end of the first quarter of 2023. Further, we expect these activities will have achieved their full run rate impact before the end of Q2 2023. Moving to our outlook for 2023. As of today, and based on our progress year to date, we expect to drive existing customer add-on sales as well as new customer agreements, both of which will have a positive impact to revenue. Based on the initial results of our cost reduction and performance improvement program, we expect to improve our operational efficiency, increase Adjusted EBITDA, and generate significantly increased operating leverage in the future. As we execute against our strategy over the course of this year, we expect to drive improved results and look forward to providing incremental updates going forward. That completes my summary. I'd now like to turn the call back over to John. Thanks, Shahriar. Here at Nogin, we remain excited about the future and confident in our ability to execute against our growth strategy moving forward. Our traditional Commerce-as-a-Service business is strong, and we believe that with our expanding pipeline of business across a myriad of industries interested in our solutions, we are positioned well to profitably grow over the coming quarters. Operator, with that, please open the call for Q&A. Thank you. At this time, we'll open the line for questions. The company requests that each participant limit their comments to one question and one follow-up. To ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile a Q&A roster. Again, as a reminder to ask a question, please press star one one on your telephone. One moment while we compile a Q&A roster. Our first question is from Samad Samana with Jefferies. Your line is open. Hi there. Thanks for taking my question. Maybe first, just John, we're pretty far along in the first quarter. I'm curious what you've seen maybe from a macro perspective, whether you wanna speak to kinda aggregate customer behavior or what you're seeing, if for Nogin specifically, and then I have a follow-up question? Sure. Let me touch on that in two different ways. First, let me talk about new business. New business booking is accelerating dramatically. I expect between the signings that we had last week and the ones we expect to have, again, no guarantee we're gonna get them, but that we're expecting to see between last week and the end of April, we should sign up as many new customers as we did in all of 2022. I think the bookings momentum, as we sort of alluded to in the, in the prepared remarks, is really there and accelerating. On top of it, we're in advanced discussions with one of the top 10 business process consultants in the world, about partnering with them on both implementation as well as sales to go forward. No guarantee we're gonna get it signed, but certainly we're in advanced discussions. Hopefully, it will. We're very optimistic about the pipeline side of the business. In terms of customer dynamics, as the first quarter is the seasonally weakest quarter for us as opposed to Q4, which is seasonally strongest for customer demand of in ecommerce. It's kinda hard to baseline whether the year's gonna end up based on Q1 because it is the seasonally weakest. I t's certainly as you point out in your note, there's a lot of uncertainty in the market. I expect that the weakness that may show up, we don't know if it will, in consumer demand, should be somewhat if not completely offset, it all depends when we get our bookings, by the new bookings momentum. T he bookings momentum, if we sign someone up in December, we'll only see we may see none of the revenue this year, but we should see all of it next year. It, you know, there's part of it's due to timing for this year, but certainly if I look forward as we move forward into not just 2023, but 2024, I see very healthy growth, thanks to the bookings, assuming it shows up. Again, no guarantees, but the initial indications are very positive. Does that answer your question? Yeah. Maybe just like, I guess more specifically to what you've seen so far or looking forward, are you seeing growth in your GMV year-over-year through the first quarter? Just what are the guardrails or how should we think about what your maybe shorter term expectations are for the business given we're almost through 1Q? Shar, do you wanna address that? Sure. I think, we've also made some decisions as we've taken a fresh look at the business and thought about some of our customers. There were some customers where we prioritize profitability over revenue growth, if you will. There are certain cases in which we have customers where achieving increased year-over-year comps would have come at a negative impact to profitability. Where reductions in those growth rates or maintaining year-over-year for those customers or even slight decline year-over-year for those customers was a prudent decision from a profitability and long-term perspective. That's the tact we've taken. Yeah, I think we didn't expect... we didn't see anything we didn't expect to see, in the, in the first quarter from an overall perspective. We did make some intentional nuanced decisions around how we ran the brands and our interactions and engagements with our customers to be mindful of profitability versus simply sales at all costs. Then one thing to keep in mind, Samad we have a fairly concentrated set of customers, as we have a few that are somewhat, uniquely positioned, let's put it that way. So it's hard to project, based on one or two of those, how the whole industry goes. If one customer of ours, has a mismatch between demand and what they have in stock, that is a somewhat unique issue, not one that could be projected across all of them. Even the entirety of the year. Yeah, absolutely. Understood. Then maybe just last question from me. Just as you think about the restructuring or the cost saving initiatives, have we largely completed that? Is there more to go? Is there consideration on maybe, taking additional steps or just kind of where are we at in terms of headcount and cost savings initiatives? Go ahead, Shahriyar, yeah. Sure. We've, I think that we executed the majority of those items that were labor related, in the Q4 period, in late Q4 in and throughout Q1. The actions that we took were a continued benefit from efficiencies in areas such as our distribution operations, which not only lower our cost structure, but actually provide our customers with even more accelerated shipments, which, as in this business is quite key. From then on forward, we took a variety of structural cost reductions in areas where we were able to achieve efficiencies, and that manifested itself in areas such as warehouse leases, where we were able to concentrate our footprint and better utilize our existing facilities, even while we took on new customers and growth, without needing those previously leased facilities. The manifestation of those cost reductions, which sum into the several hundred thousand $ per month of incremental, are in process now. Some have occurred very recently. Others will continue to materialize over the course of the next 90 days. All of them are expected to be at full run rate by the end of Q2. Now, will we find additional opportunities over the course of our daily operations? Absolutely. We're always looking for areas where we can drive further efficiency, especially in combination with efficiency that drives performance improvements in our core business. That's the way we're thinking about running the business just as a fundamental philosophy and methodology. Expect to see that we're very thoughtful about both the areas of savings and being smart about those, and also very judicious and ROI-driven in our investments. Great. Thank you for taking my questions. Thank you, Samad. At this time, this concludes our question and answer session. I'd like to turn the call back over to Mr. Huberman for his closing remarks. All right. Well, thank you, everybody. I appreciate you joining, and look forward to talking to you again in the not too distant future. Thank you for joining us today for Nogin's fourth quarter and full year 2022 earnings conference call. You may now disconnect.
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