Good morning. My name is Lara. I will be your conference operator today. At this time, I would like to welcome everyone to the Pluribus Technologies Corp third quarter 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 to ask questions will be given 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 expectations in the growth, profitability, and performance of its current and future acquisitions, the company's ability to continue acquiring business-to-business software companies to 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 third quarter MD&A dated November 22, 2022. Forward-looking information is subject to risks, many of which are beyond the company's control. A 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 MD&As and filings statement are available on the corporate website and its filings with the Canadian Securities Administrators in 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 your remarks. Thank you, Lara. Good morning, everyone, thank you for joining us today. On the call with me today is Simon Giannakis, our CFO, and Jacqueline Yuen, our Senior VP, Finance. In terms of an agenda, I will provide an update on our strategy before turning the call over to Simon for a brief financial review. We'll open the call to questions. In the first half of the year, we continued to execute our acquisition strategy, adding businesses to three of four verticals we are currently focused on. Our results this quarter are strong and reflect the early contribution from those additions, as well as some seasonal improvement in e-learning. In the wake of completing these transactions, we have focused on integrating these businesses and implementing the sales and business development initiatives that will help begin driving organic growth, typically in two to four quarters following closing. We continue to maintain a robust pipeline of acquisition opportunities as we work toward our plan to deliver transactions at the same cadence as last year. It's possible additional acquisitions we targeted for this year may now shift into 2023. We feel it's important to take stock at this point, having grown the scale of the business through 13 acquisitions to date. While the market and access to resources may limit the pace of acquisitions in the near term, we feel this is a perfect time to turn inward and further optimize the performance of the assets we have acquired, recognizing that from a Rule of Forty perspective, acquisitions may play a slightly reduced role, at least over the next couple of quarters. Driving additional organic growth to make up the difference requires only a minimal additional investment, one that we are well-positioned to make in the near term. In the e-learning space, we are filling a gap in the market by going to prospective customers with a comprehensive solution led by a strong library and content creation capabilities and not just an LMS. We've seen some positive early successes in Canada and want to emulate the success in the U.S. as a number of our recent acquisitions have granted us access to new and complementary customer bases south of the border. We still believe strongly in our EdTech offerings, which is helping to solve the global teacher shortage. International markets, particularly China, remain roiled by the lingering impact of COVID and will take some time to recover to historical levels. In addition, we continue to target the funding injected by the U.S. government to help school boards and communities recover from the far-reaching educational impacts of COVID. Finally, in the e-commerce space, we are looking to leverage our broader solution suite to help businesses, increasingly of all sizes, manage an array of business challenges through a fully integrated solution. Again, our ability to target and take advantage of cross-selling opportunities remains a near-term focus. As part of these broader strategies, we also continue to target internal efficiencies. As an example, during the quarter, 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 role at the corporate level was eliminated, which we feel offered a more efficient structure and aligns better with our sector-specific approach going forward. Before turning the call over to Simon, I wanted to briefly point to the restatement language in the financial statements in MD&A. In Q3, we identified that we had overestimated revenue and receivables from an e-commerce marketplace provider within the company's e-commerce operating segment for the three months ended March 31st, 2022, and the three and six months ended June 30th, 2022 period. This was caused by a change in the revenue share agreement initiated by this provider that was misinterpreted by the company, which has since been rectified. The negative impact of the restatement was approximately CAD 700,000 to both revenue and Adjusted EBITDA in the first six months of the year. This is a one-time issue that we do not expect to recur, and we have carefully reviewed our internal controls and procedures to ensure that's the case going forward. We also remain confident in the overall strength of the e-commerce business, which remains a positive contributor to Adjusted EBITDA. This one-time issue and external factors notwithstanding, we are encouraged by the progress we made this year. In 2022, we have added meaningful scale and diversification, we are continuing to integrate and steadily optimize the performance of the businesses, including the sales and business development execution as we work toward our target margins and continued growth in operating earnings. As a result, we expect to deliver another quarter of solid revenue and Adjusted EBITDA to close out the year. 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. In the third quarter, we saw a full quarterly contribution from each of the acquisitions we completed in the first half of the year. Our results also reflect the growing impact of our sales and marketing and business development initiatives, which have now had almost a full year to take hold for the acquisitions we completed in 2021, along with the alignment of costs to near-term revenue outlook in some of our businesses. All of this translated into improved revenue and Adjusted EBITDA over the prior year period. Revenue for the quarter ended September 30, 2022, was CAD 10.7 million, an increase of CAD 4.3 million or 66% compared with CAD 6.5 million for the prior year period. For the year -to -date, revenue is CAD 28.1 million, an increase of CAD 16.3 million or 139% compared with CAD 11.7 million for the prior year period. The increase is a result of completing five acquisitions over the last 12 months. Operating expenses for the third quarter was CAD 4.8 million, compared with CAD 3.3 million for Q3 2021. Operating expenses for the year to date period were CAD 14 million, compared with CAD 8.1 million a year ago. The increase in operating expenses was driven by the five acquisitions previously mentioned. Operating expenses increased at a lower rate than revenue, which highlights the benefits of our growing scale. Adjusted EBITDA for the quarter was CAD 2.1 million and CAD 4.1 million for the year-to-date period, compared with CAD 1.1 million and CAD 0.7 million respectively in the same periods of 2021. The increase in Adjusted EBITDA reflects the contributions from the acquisition of DocMoto on September 30th, 2021, and four other acquisitions completed in the first half of 2022, net of higher corporate costs. Net loss for the quarter was CAD 1.9 million, a decrease of CAD 1.1 million or 36%, compared with CAD 3 million for the prior-year period. For the nine months ended September 30th, 2022, net loss was CAD 9.4 million, an increase of CAD 1.1 million or 13% compared with CAD 8.3 million in the first nine months of 2021. The decrease in net loss for the quarter is primarily driven by higher operating income and no transaction costs relating to the RTO as compared to the prior period. Turning briefly to the balance sheet, we closed the quarter with cash in hand of CAD 5.6 million, compared with CAD 1.7 million on December 31st, 2021. Additionally, the company has not drawn from its CAD 3 million revolving line of credit. Between cash on hand and our line of credit, we have sufficient liquidity to manage through what may be a challenging economic environment. 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. Should you have a question, please press the star followed by the number one on your touchtone phone. If you would like to withdraw your request, please press star followed by the number two. If you're using a speakerphone, please lift the handset before pressing any keys. One moment please for your first question. Your first question comes from the line of Parth Shah from Canaccord Genuity. Please go ahead. Hi, good morning. This is Parth on for Rob. I'll start with your mar-. Good morning. Morning. I'll start with your margins. They were up sequentially. Do you still see a big jump in Q4 to hit that CAD 8.1 million EBITDA guide, or should we be thinking more of the mid-sevens? How do you think about that? I think that it's gonna be difficult to hit that CAD 8.1 million, you know, given the year-to-date EBITDA. That being said, it is gonna be a strong Q4, but it will be difficult. Okay. That's helpful. Just moving on to macro backdrop. You mentioned that Q4 is going to be strong, you know, just thinking 2023, is there anything that you'd like to call out in terms of seats, spend, retention or anything else that you're seeing on the customer demand front? Sure. I would say it depends on the vertical, but we're not seeing a material difference in customer demand. We have seen at e-commerce a small slowdown given some of their customers are small, and as a recession hits, some of them stop using services or go out of business. The e-commerce group still continues to grow just a bit more slowly. The e-learning group is seeing the same demand as we've seen all year. Even in a recession, people are trying to retain employees and train them. We aren't seeing a big change. Generally, we haven't seen a material impact from the recession. You know, we'll have to see how it goes in 2023. That's helpful. Then just shifting gears to Kesson. In Q2, you mentioned that you had some challenges with China, and you saw that in Q3 as well, and I guess that's gonna continue in the next little while. Do you think the cost structure is kind of optimized? Because e-learning did see a bit of a margin bump sequentially. Do you still see margins remaining strong in e-learning, and how should we think about Kesson in Q4 in 2023? Sure. Kesson, as we had talked about it in the last call for Q2, did improve in Q3 significantly. Some of that is seasonality. We're also aligning cost to revenue, which will mainly take place in Q4 in terms of impact. We believe it's a strong business. You know, the Chinese market is still closed, and that was a, you know, good part of their revenue historically. They are diversifying into other markets that are very hot, like the Middle East and Latin America. We expect them to continue to improve and, kinda go forward from there. Okay, great. Just last one from me. You mentioned a very strong acquisition pipeline, and I guess you'll be a bit more conservative on acquisitions in the near term. Just in terms of multiples, is there any change from prior numbers or... We've seen peers highlight there's still an existing bid-ask spread. Are you still seeing the same valuations or have they gone down? We haven't seen a decrease, you know, recognizing we're at the low end of the spectrum, you know, 4x-6x EBITDA. You know, for an entrepreneur to sell at 3x EBITDA, there aren't really deals there, typically. You know, their view would be, "I'll just keep the business for three more years, collect the cash, and then I'll sell when the market's better." You know, given the targets we have of small owner-operator businesses, we're not seeing a significant decrease in multiples thus far. That's very helpful. Thank you. I'll pass the line. Thank you. Thank you. Ladies and gentlemen, as a reminder, should you have any questions, please press star followed by the number one. Your next question comes from the line of Jesús Sánchez from Castanar. Please go ahead. Good morning, Richard and Simon. My first question is about the cash and liquidity. Given the higher interest rate environment we are right now and the depressed price of our shares, how do you approach funding future acquisitions and continue with our growing plans? Between our cash on hand and our delayed draw facility of which we have upwards of CAD 10 million available for M&A, we believe we have sufficient liquidity to complete the cadence of acquisitions that we saw in the prior year. Although, you know, it may extend into 2023. With the current macro environment, we're just being mindful of how we deploy capital, of which we're being more selective in the current environment. The liquidity is still there to execute. What I'd add, Simon, is that, you know, as we look at sources of capital, we're very mindful of dilution at these share prices. There's always opportunities to look at additional capital, but we're gonna be prudent around that as well, balancing capital to acquire companies with keeping it in the interest of shareholders to not significantly dilute them. That makes sense. If I kinda follow up, which leverage levels do you feel comfortable to operate with? I guess that number or target has changed given the high interest rates right now and the debt burden. Yeah. From a leverage perspective, you know, we're generally targeting to stay between 2x-3 x total debt to Adjusted EBITDA. That Adjusted EBITDA is on a pro forma basis assuming a full year of those of those acquisitions. That's the range that we continue to target to operate in. Thank you very much. That's all. Thank you. Thank you. Ladies and gentlemen, as a reminder, should you have a question, please press star followed by one. There are no further questions at this time. I'll be turning the call over back to Mr. Richard Adair. Please continue, sir. Thanks, Lara, and thank you all for joining us today. We feel very positive about where the company's going. Q3 was our best quarter to date, and as we said, we expect a strong Q4, and we have some growth plans in place for the businesses. We're very bullish on where the company's going, and we look forward to updating you on our progress in Q4 conference call in April. Thank you. Thank you, sir. Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a lovely day.
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