Good morning, everyone. My name is Michelle, and I will be your conference operator today. At this time, I would like to welcome everyone to the Pluribus Technologies Corp Q2 2022 financial results conference call. All lines have been placed on mute to prevent any background noise. After management's prepared remarks, there will be a question and answer session. Instructions on how to queue up will be provided at that time. Forward-looking information is based on a number of assumptions, including the business plans of the company, including the successful completion and pace of future acquisitions, management's expectation on the growth, profitability and performance of its current and future acquisitions, the company's ability to continue acquiring business-to-business software companies at reasonable prices, and the company's ability to grow its portfolio companies into significant organizations and other assumptions as set out in the Risk Factors section of the company's Q2 MD&A, dated August 29, 2022. Forward-looking information is subject to risks, many of which are beyond the company's control. Comprehensive summary of the risks and uncertainties that may affect the business is set out in the company's filing statement dated January 7, 2022. This forward-looking information represents management's expectations as of today and accordingly is subject to change. Such information is based on current assumptions that may not materialize and is subject to a number of important risks and uncertainties. Actual results may differ materially, and listeners are cautioned not to place undue reliance on this forward-looking information. Pluribus does not undertake any obligation to update forward-looking information, whether as a result of new information, future events, or otherwise, except as expressly required under applicable securities laws. Pluribus annual MD&A and Annual Information Form are available on the corporate website and in its filings with the Canadian Securities Administrators on SEDAR at www.sedar.com. With that, I will now turn the call over to Mr. Richard Adair, Chief Executive Officer of Pluribus Technologies. Mr. Adair, you may begin, sir. Mr. Adair? Please stand by, ladies and gentlemen. Mr. Adair, your line is now open. Please go ahead. Okay. Thank you, Michelle. Good morning, everyone, and thank you for joining us today. On the call with me today is Simon Giannakis, our CFO. In terms of an agenda, I will review the key highlights for the quarter before turning the call over to Simon for a brief financial review. We'll then open the call to questions. In the Q2, we continued to deliver on our acquisition strategy at a similar cadence to 2021, which was also a highly active year for us. We've now completed seven acquisitions since June 30, 2021, and have delivered four so far in 2022. The successful closing of these transactions has already contributed meaningfully to our improved revenue and Adjusted EBITDA performance. The companies acquired in the last 12 months continue to be integrated into the portfolio where the Pluribus management team. Ladies and gentlemen, please stand by. We are experiencing technical difficulties. Please do not disconnect your line. Mr. Adair, we are unable to hear your line. Ladies and gentlemen, please continue to hold. Thank you for your patience. Mr. Adair, your line is now open. Please continue, sir. Thank you, and sorry for the technical difficulties. Always happens with technology, even in technology companies. I'm gonna pick up where I left off, assuming everybody heard it. This is our second acquisition in the property asset management space, and is highly complementary to Assured Software, which we acquired in 2019, and focuses on job site management tools for construction restoration. In addition to being able to offer an expanded solution set to a broader range of customers, this is our second acquisition in the U.K., helping to provide a larger footprint in that country and a stronger base from which to target additional international markets. Tortal Training, our other acquisition in the Q2, is a provider of learning management systems, employee training, and e-learning services. Total Training was quickly integrated under The Learning Network banner, and we are rapidly building meaningful critical mass within this sector. Our broader strategy in the e-learning space is to bring a comprehensive digital learning solution which packages customized learning programs, technology, and course content. As a group, TLN has had some real success in meeting the training and development needs of both smaller and larger companies. With workforces increasingly distributed and/or operating remotely, companies face a growing array of challenges in the post-pandemic hiring and development environment. By bringing a comprehensive solution, TLN can help businesses streamline multiple provider relationships while offering innovative new onboarding, training, and development solutions. TLN is currently focused on duplicating their previous successes in Canada in the large and particularly fragmented U.S. marketplace. In late January, we closed the acquisition of Kesson Group, our first in the EdTech space, focused on the K-12 education market. Kesson has been in business for more than two decades and operates Teach Away, a recruitment and professional development platform for international teachers, Klassroom, an accredited teacher licensure program offering an alternative pathway to a career in education, and Skooli, an online learning platform offering tutoring options for school districts, not-for-profits, and corporations. Kesson is focused on solving the global teacher shortage, including in the U.S., where the federal government is actively investing in the near term to help school boards across the country recover from the loss of learning experience during the COVID-19 pandemic. Kesson experiences seasonality in its online teacher recruiting and tutoring platforms, where many buying decisions come closer to the beginning of the K-12 year. The current quarter in particular saw lower revenues in international recruitment sales and teacher accreditation to teach English as a foreign language as key international markets continued to essentially be shut down due to COVID-19. As such, they did not recognize significant revenue in the first half of the year, but the third and Q4s are expected to include a more meaningful contribution, combined with the continued steady performance of the other businesses, which puts us on a path to see the expected Adjusted EBITDA expansion in the second half of the year. Going forward, we intend to continue to carefully manage expenses to ensure they align closely with the potential for specific initiatives. I would also point out that following quarter end, we strategically transitioned the cross-selling revenue responsibility to each of the business unit management teams and reinvested the funds in sales and marketing at that level. As a result, the chief revenue officer, CRO role at the corporate level has been eliminated, which we feel is a more efficient structure and aligns better with our sector-specific approach going forward. Looking ahead, our dual focus in the coming quarters is on continuing to deploy available capital on acquisitions while also working to deliver organic growth and optimize performance from businesses across the portfolio. Based on the funds currently available, we expect to be able to complete 1-2 more acquisitions in the near future, with one likely being a smaller tuck-in. As we integrate the recent additions and implement our business development and marketing initiatives, we are seeing solid performance across the portfolio, driven by revenue synergies and positive industry tailwinds in our core verticals. Over the longer term, we'll continue to invest in a combination of acquisitions and organic growth initiatives, depending on the cost and availability of capital and where we can earn the strongest return for our investors. In short, we believe the business model is working. We've acquired 13 companies, established meaningful scale in several growing verticals, and had several early cross-selling wins, and organized the teams in a way to achieve revenue synergies to make the businesses more valuable as part of the Pluribus platform. Of course, there's still more work to be done, and that's to be expected, but if we stick to the fundamentals and deliver results, we are confident we are on a path to building a much bigger, diversified enterprise. With that, I'm going to turn the call over to Simon for a brief financial review. Simon? Thank you, Richard, and good morning, everyone. We continue to deliver a steady flow of acquisitions through the first half of the year, which added revenue and EBITDA scale and positively impacted our year-over-year performance, with the exception of Kesson. During the quarter, there was no EBITDA contribution from the acquisition of Kesson. As Richard mentioned, Kesson experiences seasonality in its teacher and tutoring platforms, where many buying decisions happen closer to the beginning of the K-12 school year. In advance of that, the company carries certain sales, marketing, and development costs to support the expectation of future sales from those programs. The current quarter in particular saw lower revenues in the international recruitment sales and teacher accreditation to teach English as a foreign language as key international markets continued to essentially shut down due to COVID-19. We intend to carefully manage expenses to ensure they align closely with the potential for specific initiatives. Furthermore, we expect Kesson's EBITDA will improve as Pluribus rolls out its integration and business development plan over the balance of 2022. Moving to our overall results. Revenue for the quarter ended June 30th, 2022 was CAD 9.6 million, an increase of CAD 6.5 million or 215% compared with CAD 3 million for the prior period. For the year to date, revenue was CAD 18.1 million, an increase of CAD 12.8 million or 244% compared with CAD 5.3 million for the prior year period. The increase is the result of completing 7 acquisitions since June 30th, 2021, with the acquisitions of POWR and a full period contribution from ICOM having the largest impact. Operating expenses for the quarter ended June thirtieth, 2022 were CAD 4.9 million, compared with CAD 1.7 million for Q2, 2021. Operating expenses for the six months ended June thirtieth, 2022 were CAD 9.2 million, compared with CAD 3.1 million in the year ago period. The increase in operating expenses was driven by seven acquisitions, the seven acquisitions previously mentioned. However, operating expenses increased at a lower rate than revenue, which reflects the benefit of our growing scale. Adjusted EBITDA for the quarter was CAD 1.3 million, and it was CAD 2.7 million for the year-to-date period, compared to zero point one million adjusted EBITDA loss in the same periods of 2021. The increase in adjusted EBITDA reflects the contribution from the five acquisitions closed during 2021 and the four in the first half of 2022, with the exclusion of Kesson, net of higher corporate costs. Net loss for the quarter was CAD 2.7 million, an increase of CAD 0.4 million or 20% compared with CAD 2.2 million for the prior year period. For the six months ended June 30, 2022, net loss was CAD 7.1 million, an increase of CAD 2 million or 39% compared with CAD 5.1 million in the first six months of 2021. The increase in net loss is driven primarily by higher non-operational expenses, specifically acquisition costs associated with the two acquisitions closed in the quarter and transaction costs relating to the RTO process. Turning briefly to the balance sheet, cash on hand on June 30, 2022 was CAD 6.7 million, compared with CAD 1.7 million at the end of 2021. During the quarter, we closed on CAD 42 million in new credit facilities. We drew down on these facilities in May, essentially replacing a portion of the cash consideration paid for the Kesson and Social5 acquisitions, which closed in the Q1 with debt. At August 29, 2022, we had approximately CAD 50 million in incremental capital available to deploy on at least one additional acquisition as well as other growth initiatives. That concludes the financial review and our prepared remarks for today. I will now turn the call back to the operator to begin the Q&A session. Operator? Thank you, sir. ladies and gentlemen, we will now begin the question and answer session. If you would like to ask a question, please press star followed by the number one on your telephone keypad. If you would like to withdraw your question, please press star followed by the number two. Please stand by one moment for your first question. Your first question comes from Nick Corcoran of Acumen Capital Partners. Please go ahead. Morning, thanks. Take my questions. Morning. Morning. Just on the e-learning, can you quantify how much international sales were lower in the quarter? We're not giving specific breakdowns for each business, but the international sales have been as much as 25% of Kesson's business, so it was significantly lower than prior. Sure. Maybe switching gears to Tortal Training and Rowanwood, how have these acquisitions performed? Early days. We've only had them for a little bit, but they're both actually exceeding expectations so far. I think whenever we talk about new acquisitions, we have to look at a full 12-month period to really get a handle on the revenue cycles, the seasonality. We often do align expenses to revenue, and then it takes us some time to put a value prop in, but they both seem to have good headwinds. In the IT space, the labor market has been fairly tight for the last year or two. Are there any signs of the labor market has started to ease? I couldn't hear the end of that. Sorry, the question was on labor market. Sorry, we're on a speaker here. Yeah. It's kinda hard to hear. Yeah. Are there any signs that the labor market has started to ease? Nick, I think you're saying is there any signs that the labor market challenges are easing? Is that correct? Yeah. Right. Yes, that's correct. Yeah. Sorry, I couldn't hear you. Yeah. I think when we did our Q1 call, we talked about the learning group in particular in corporate training had some challenges with resources, and it affected the ability to deliver. We addressed that by using more contractors, which is really the pathways model historically for delivering for the ICOM model, which is more employees. We've got a nice mix of that. I would say that there's still labor pressure, but it's settled down significantly that sort of in a more normal environment. You will get people now asking for raises more frequently, and oftentimes they're being recruited by other people. I'd say in Q1, there was a lot of it, and now it seems to be more diverse. Great. That's all from me. I'll pass along. Thanks, Nick. Yeah. Thanks, Nick. Your next question comes from Rob Young of Canaccord Genuity. Please go ahead. Hi. Good morning. First question would be around the rough guide for EBITDA. I know that's a rough guide, but I was curious if you'd update your confidence on hitting that level that you had in the investor deck, and I have a few more questions. Yeah. Thanks, Rob. Yeah. We still see a path to the guidance we gave of CAD 8.1 million. There's a couple of reasons for that. We do see a strong second half, especially given the seasonality with some of these businesses. It's gonna take some work, but we do have a plan for that, so we're not adjusting our guidance, and we still think it's achievable. Okay. If we dig into the Kesson, I know there's three businesses there. There's the Teach Away, Klassroom, and Skooli. Are you seeing the impact across all three of them, or is it specific to one of those? I think it's an international, so as I understand that would be Teach Away, I think. Is that where most of the impact is? Yeah. Most of the impact is Teach Away. Really, that's international recruiting, and there's been less recruiting and also teachers can't get visas because of some of the shutdowns in Japan and China. That's been a significant impact. The other businesses are going to see seasonality near the K-12 school year, being Klassroom where teachers wanna get certified to go and work and then Skooli in terms of online tutoring decisions. Those should see a strong Q3 and second half as they always would. It was really Teach Away that continues to be impacted by COVID, though we're hoping to see things open up somewhat there. One area that we've seen a little bit of weakness in other companies would be e-commerce as relative to where the expectations were. Are you seeing any behavior change in the businesses that you have under the Pluribus umbrella? Maybe just give us an update on how strong you think e-commerce can be through the remainder of the year? Yeah. E-commerce is still performing strongly. It's been one of our best business units. I think that we're cautiously watching what the impact of a recession can be. So far, they continue to deliver and, you know, they're very experienced in that space and, you know, have worked through COVID and everything else. We think it's still gonna be strong, but it's not gonna accelerate, would probably be the answer. It should hold and do well. Okay. With the CRO departure, I mean, just if you could talk about the cross-selling, maybe is there any impact in the short run on your ability to sort of identify across the businesses, or is that something that's mandated within the business already? Maybe just talk about how cross-selling could be impacted by that strategic team. Yeah. I'll give some examples. In e-commerce, we've been working with Social5 to cross-sell their social media management and platform into the POWR customer base. All of that effort and strategy is being done between the leaders of those two business units and doesn't require, you know, oversight from corp. We're obviously involved in discussions, but it doesn't need to be led by corp. I'd also say that within the e-learning group, now that we have the one management team and one sales team, the cross-selling between all the businesses bought and new ones like Tortal are being handled by that business unit team. I think that when we started having revenue responsibility at corporate, when we had a handful of small businesses in different verticals that really needed expertise, that made sense. I think now that we're more vertical-focused, where we're building up multiple companies in each vertical, that responsibility, accountability, and investment is better served at the vertical level. Okay. Two more. Should have asked this already, but that CAD 8.1 million of EBITDA, is it dependent on further M&A in 2022, or would that be incremental to that CAD 8.1 million, or? I think. Already in there. Yeah. The 8.1 is based on the businesses that we have today, right? Really with the expectation of the improved performance with seasonality in the second half. Okay. Last question would be just on your M&A pipeline. Are you seeing like, maybe just talk about the valuation environment out there in the private markets, relative, you know, to what you're seeing public and maybe give a sense of what the pipeline looks like valuation-wise and on baseline. Sure. We're starting to see, as I said, I think in the last call, the ability to, on these small companies, bid ideally more in the 4-5x range, where we had been 4-6x last year. We think that we can bid on the small ones and kinda get in that 4-5x range to have a slightly lower multiple. For fast-growing businesses or larger companies, you know, often we don't bid, but sometimes we do, and those go at much higher multiples anyway. You know, the caveat to that is that we're at the low end of the market with small businesses, and the multiples are pretty low, so we're not seeing it go to three or something like that. We just think our range is adjusting now more four-five and, you know, that's how we're trying to bid unless there's an exception for a business that's, you know, really strategic or growing. Okay. Thanks a lot for taking all the questions. Yeah, no problem. Thanks,Rob. Ladies and gentlemen, once again, if you would like to ask a question, please press star one now. Your next question comes from Chris Thompson of PI Financial. Please go ahead. Mr. Thompson, your line is open. Hey, guys. Morning. Thanks. Just continuing on the M&A pipeline discussion. Are you guys still disclosing the number of LOIs that you have out there or, you know, how solid that pipeline is? Have you lost any potential LOIs in this market? Great question. We're not disclosing how many LOIs are out there. I think, you know, the key guidance is likely two more acquisitions with one regular size, let's call it, one tuck-in. We do continue to work on LOIs going into next year on the assumption that we're gonna be able to raise more capital at more reasonable valuations. We still continue to manage and build a pipeline, many of which we built relationships with, and so there isn't an urgency on many of the deals. There's a few where you have to respond because there's an agent involved. I would say that we're very comfortable with the guidance on what we're doing and continue to work up the pipeline so that when capital is available, we'll be able to to execute in 2023. Okay, got it. You did nine last year, and you're hoping to kinda conclude with six this year. We did five last year. Yeah. Yeah, we're hoping to do six by adding a tuck-in. Our guidance had been five. Roger. My apologies. Yeah, no. When you're talking with your banking partners, you know, how are those discussions going? Are they still, you know, as loose as they used to be, kinda with the covenants? Are you able to finance, you know, half of the purchase price with debt, or is that discussion tightening a little bit? No. I mean, we signed a three-year credit facility in late April of 2022, so that facility is reasonably fresh. As part of that, there was the ability to borrow against that facility up to 50% of the purchase price to fund future acquisitions as long as our you know EBITDA total debt-to-EBITDA ratio stayed at or pro forma adjusted EBITDA to debt levels stay below 3x. Okay. Great to hear. Just the last one for me. You know, I'm gonna keep bugging you guys on this. I think I mentioned it last quarter. You know, the ability to disclose your organic revenue growth versus, you know, your total growth would be helpful for us 'cause it's, you know, really hard for us to get a handle on that organic growth, and you're doing so many acquisitions. So if you could, you know, work towards providing a bit more disclosure there, I think that would be appreciated by everybody. I'll leave it there. Thank you. Sure. Well, I'll address that. I think that the way to look at it is excluding new acquisitions, which, as we said, over the first 12 months, we do a bunch of work on. The existing portfolio is still on track to the 5%-10% organic growth that we have inherent in our EBITDA guidance. We are seeing that range for the portfolio. Some quarters it's higher, some quarters it's lower, given e-learning is delivering courses, given seasonality. You know, the portfolio as a whole is in that range, and then the new acquisitions we're working into the mix. Okay. Thanks for that, Richard. Appreciate it. Thanks, Chris. Thanks, Chris. There are no more questions at this time. I would like to turn the conference back to Mr. Adair for closing remarks. Thanks, Michelle. Thank you all for joining us today and for your patience with the phone problems we had. It's been an incredibly busy time for Pluribus, and we have continued to execute on our acquisition strategy. We do feel good about the direction of the businesses, the strategies around, you know, the corporate training for e-learning, building out Power in Social5, and enabling Kesson to access this huge teacher shortage market. We feel really good about the strategic direction we're going on the existing businesses and getting growth, and then continuing to execute on our acquisition plan. We look forward to updating on our progress in Q3 at the end of November. Thanks, everybody. Ladies and gentlemen, this does conclude your conference call for this morning. We would like to thank everyone for your participation and ask you to please disconnect your lines.
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