Good morning. My name is Jerry Howell, and I will be your conference operator today. At this time, I would like to welcome everyone to the Pluribus Technologies Corp. Conference Call to present the financial results for the second quarter ended June 30, 2023. 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 expectation on growth, the company's ability to meet its debt service obligations, the company's ability to align costs to revenues, profitability, and performance of its current and future acquisitions, the company's ability to continue acquiring business-to-business software companies at reasonable prices, 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 second quarter MD&A, dated August 29th, 2023. Forward-looking statements are 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 7th, 2022. This forward-looking information represents management's expectations as of today and accordingly, is subject to change. 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&A's and filing statements 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 your remarks. Thank you, Jerry. Good morning, everyone, and thank you for joining us today. On the call with me today is Nancy Fahy, our CFO. In terms of an agenda, I will review the key highlights for the second quarter before turning the call over to Nancy for a brief financial review. We'll then open the call to questions. Despite a continued challenging macroeconomic environment as seen in our e-learning business unit, we delivered another quarter of positive Adjusted EBITDA. Our focus in 2023 remains consistent with our communication during the Q1 2023 call to expand revenue and profitability through continued cross-selling, developing channel partnerships, and finding new markets and new verticals for the products and services offered by our business units. In the e-learning TLN space, we saw clients defer certain workforce development projects into the second half of 2023. In the meantime, we've taken actions to align our cost structure with near-term revenue. We estimate incremental annual cost savings from this restructuring of CAD 1.2 million-CAD 1.4 million, without a material impact on our ability to deliver revenue by using a delivery model with a higher variable cost base. In parallel, we continue to execute on our strategy of becoming a leader in the XR space, with initiatives such as the launch of our VR Firewise fire extinguisher training course and joining the XR Association to collaborate with XR thought leaders. In the e-commerce space, POWR launched the POWR One suite of apps to maximize converting website traffic into revenue for small to medium-sized businesses. This platform was launched both through POWRSchool's traditional marketplace channels, such as Shopify, and through a new channel leveraging the direct sales capabilities of the Social5 team. After aligning cost to revenue in 2022, Kesson had a stable quarter in Q2, with growth expected in Q3, driven by the seasonality of the business around the beginning of the school year. We're also excited to launch a channel partnership with POWRSchool to resell our Skooli online tutoring product to K-12 districts in the U.S., which gives us access to a much larger sales organization. Our digital enablement vertical continues to perform well, driven by strong growth from Rowanwood Professional Services. Rowanwood recently announced a channel partnership with Sava Technology Ltd., where their Sava Intelligent Energy product has been integrated with our Carbon Hub energy management solution, which will provide Rowanwood with the opportunity to grow revenue in their existing client base. We continue to see positive growth in our health tech vertical and are seeing strong market acceptance from cardiology clinics, who are using our new echocardiography module to complement their utilization of ViTELflo for ECG and Holter tests. We remain very cautious with the capital remaining from our public equity raise to ensure we have sufficient cash and liquidity to meet our debt service obligations in a very difficult macroeconomic environment. In the meantime, we are maintaining a robust pipeline of acquisition opportunities through the relationships and partnerships that we have developed with owner-operators. In 2023, we will continue to evaluate these opportunities, and we remain selective in how we deploy capital in this challenging environment. With that, I'm going to turn the call over to Nancy for a brief financial review. Nancy? Thank you, Richard, and good morning, everyone. Revenue for the quarter ended June thirtieth, 2023, was CAD 9.1 million, a decrease of CAD 33,000 or 0% compared to CAD 9.2 million for the prior year period. The decrease in revenue was due to several e-learning customers deferring workforce development projects to the second half of 2023, offset by the full quarter impact of Rowanwood and Tortal, which were acquired in May 2022, and revenue growth in the health tech vertical and Kesson. For the year-to-date, revenue was CAD 18.4 million, an increase of CAD 1.1 million or 6% compared to CAD 17.3 million for the prior year period. The increase in revenue is the result of completing the acquisitions of Rowanwood and Tortal in May 2022, and Kesson and Social5 in January 2022. In addition, organic revenue growth during the period was driven by Power, Kesson, and the Health Tech vertical. The increase in revenue was offset by the deferral of e-learning workforce development projects to the second half of 2023. Operating expenses for the second quarter were CAD 4.5 million, which were—sorry, CAD 4.9 million, which were unchanged as compared to Q2, 2022. Movement in operating expenses for the quarter was due to the elimination of certain corporate sales roles in 2022, offset by the impact of completing the acquisition of Rowanwood in May 2022. Operating expenses for the year-to-date period were CAD 9.7 million, compared to CAD 9.2 million a year ago. The increase was driven by e-commerce to support revenue growth, and as a result of the completion of the acquisitions of Tortle and Rowanwood in May 2022. The increase was offset by the savings relating to the Kesson realignment of costs in Q3 2022. Adjusted EBITDA for the quarter was CAD 0.9 million and CAD 1.8 million for the year-to-date period, compared to CAD 0.9 million and CAD 2 million, respectively, in the same periods of 2022. The decrease was the result of the lower adjusted EBITDA from the e-learning business unit and increased sales and marketing expenditure on a select number of growth initiatives in key business units, e-learning, vertical, and e-commerce. This was partially offset by higher year-over-year adjusted EBITDA from the company's other business units. Net loss for the quarter was CAD 2.1 million, an improvement of CAD 0.8 million, or 27%, compared to CAD 2.9 million for the prior year period. For the six months ended June 30th, 2023, net loss was CAD 3.9 million, an improvement of CAD 3.7 million, or 49%, compared with CAD 7.5 million in the first six months of 2022. The improvement in the net loss was due to a reduction of acquisition costs and share-based compensation. In addition, foreign exchange gains were recognized in the quarter compared to a loss in the comparable period. Turning briefly to the balance sheet, we closed the quarter with cash on hand of CAD 3.2 million, compared to CAD 5.3 million at December 31st, 2022. Additionally, the company has not drawn from its CAD 3 million-dollar revolving line of credit. Between cash on hand and our line of credit, we have sufficient liquidity to manage through the challenging economic environment. This 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. We will now conduct a question and answer session. If you would like to ask a question during this time, simply press star and then the number one on your telephone keypad. If you would like to withdraw your question, please press star followed by two. We will now take a short moment to compile the Q&A roster. Our first question comes from the line of Robert Young of Canaccord. Please go ahead. Hi, good morning. Maybe the first place to start would be around the restructuring. Could you just talk about where that impact is gonna fall? Is that fully in the Q3, which we're in now, or is that gonna be mostly in Q4? Is that continuing? Is there additional cost reduction that you're going through now? So I can answer that. Hi, Robert. I would say it will be fully realized in Q4. Some of the restructuring occurred in Q3, and it is mostly in TLN. Yes. Okay. And are you continuing to do any additional, cost reductions? Are there any other cost reduction levers that you have, at your fingertips? Yeah, we're always aligning cost to revenue, and in this environment, we're looking at everything to be as lean as possible. So right now, our current focus has been on TLN, given these deferral of projects. But, you know, we look at all areas to be as efficient as we can. Okay. And then in the financials, you highlighted some covenant relief. Could you just go through the details of that? Maybe if you could talk about how long the covenant relief lasts for and how much runway you have to address it. Just if you could go through the details around that, that'd be really helpful. So we are on covenant relief right now. The covenants do adjust back towards our normal state, and we will be back as of the end of the year. Okay. And then the current run rate of EBITDA at CAD 1 million, it's... I think if, if I remember correctly, the covenant was 3.5x. I think you'd have to be at a higher level of EBITDA than today in Q3 and Q4. Like, do you have a path to that, or is there additional cost reduction? I'm just trying to understand the glide path to get back on side of the covenants. Yeah, you know, great question, Robert. So we expect a much stronger second half from a revenue point of view as these deferred projects start to roll out, and we are seeing that. So we will have additional EBITDA from revenue growth that we didn't have in the first half. We have the impact of the cost cutting fully by Q4, as we said, and we see a path through those two variables to get to where we need to be. Okay. And, maybe last question for me would be around... I think you talked a little bit about the deferral of large workforce development projects into the second half. Maybe just a little bit more detail there. I think that seems to be, if I, if I'm looking at it from a high level, from my position, it looks like that's probably the biggest issue right now relative to the e-learning business, maybe perhaps the entire business. And maybe just talk about, you know—where that is, how confident you are that you can bring those in, in the second half, and then I'll pass the line. Sure. So, just a couple things on e-learning. The second half, particularly Q3, is always our strongest quarter, partially driven by Keeson's contribution to e-learning, and that's when people go back to school. But aside from that, on what's called the corporate training, e-learning, learning network side, you know, when we came into the year, we're looking at recession, then we had banking crisis. As I've mentioned before, some of our large clients in Canada are banks like TD, so there was a deferral of spend while the environment became clear. We're seeing people filling orders now, and that's not just, you know, since the end of the year. Sort of the feeling from the sales team is that, you know, we've had a couple of years of crisis with COVID and recession and banking crisis and interest rates going up. The last couple of quarters is a bit of stability or whatever stability means in this world, and so we're seeing clients now starting to revisit their normal investment in training. So we are very confident that we're starting to see what we expected to see in the second half and are aligned to deliver that. Okay. Thank you very much. I'll pass the line. Thanks, Robert. Our next question comes from the line of Nick Corcoran of Acumen Capital. Please go ahead. Good morning. A couple questions for me. First, on e-commerce, maybe just digging that into that a little bit more. You spoke about the deferral of projects. Have any, any projects been canceled to date, or are they just being deferred? Sorry, did you mean on e-learning? Or e-commerce? Sorry, sorry, e-learning is what I meant. Oh, yeah. No, we haven't seen anything canceled. We've seen, we've seen things deferred and/or the buying decision to sign a statement of work delayed. But as I said, we're starting to see that flow again as normal, and, you know, it's very robust. Good. And then moving on to e-commerce, a bit of a trend down year-over-year. Can you maybe speak to what's happening in that segment and what you expect going forward? Yeah, I think it's a couple things. So we are seeing POWR increase in revenue. We mentioned the organic growth there. We did have some additional costs there in the R&D side to invest in the business and further that growth. So it's offsetting currently, but, you know, we're hoping that that will pay benefits going forward. Good. And then the last question for me, just on that cost-saving initiative that you've undertaken, can you quantify the restructuring costs in the quarter and what you might expect to incur in the third quarter? Not specifically, but as we said, annualized 1.2-1.4, the majority of the cost savings were incurred in May and August, so it's gonna be a pro rata portion of that. We'll have the full realization of that annualized cost in Q4, with a small bit in Q2 and a larger bit, but still not fully realized in Q3. That's helpful. Thank you. Just to remind everyone, if you would like to ask a question, please press the star and then the number 1 on your telephone keypad. If you wish to withdraw your question, please press the star followed by the 2. At this time, there are no further questions. I'd like to turn the call back to Mr. Adair for any closing remarks. Okay, thank you. Thanks, everybody, for joining us today. We look forward to updating you on our progress in Q3 on the conference call in November. Have a great day. Thank you for attending. Participants, you may disconnect.
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