Good morning. My name is Ludy, 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 third quarter ended September 30, 2023. All lines have been placed on mute to prevent any background noise. After the 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 the 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, 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 29, 2023. 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 filing statements are available on its corporate website and its filings with the Canadian Securities Administrators on SEDAR+ at www.sedarplus.ca. 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, Ludy. 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 third quarter before turning the call over to Nancy for a brief financial review. We'll then open the call to questions. Our health tech and digital enablement verticals are stable. However, the company continues to face a challenging macroeconomic environment, which is impacting customer spending at e-learning and increased churn within e-commerce. While we were able to deliver another quarter of positive Adjusted EBITDA in this difficult environment, we had hoped to see better performance as a result of a faster turnaround in customer spending. We are starting to see positive increases in customer budgets for 2024. However, the impact on revenue and profitability continues to improve very slowly. To address this risk, we've initiated another restructuring program to align our cost structure to the current revenue levels that we are experiencing. Management expects this to generate an additional CAD 1.6 million-CAD 1.8 million in annualized savings in 2024. This brings the total cost cutting implemented in 2023 from CAD 2.8 million-CAD 3.2 million in annualized savings, which will be fully realized in 2024. Management decided in early 2023 to pause on strategic acquisitions to maximize liquidity and focus on meeting the company's debt service obligations in this difficult environment. Despite executing on its cost-cutting plan to maximize operating cash flow during Q4, the company determined that it was not in compliance with its external debt covenants under the fiscal year 2022 credit facility relating to its financial position as at September 30, 2023. The company has advised National Bank of such default, and National Bank has issued a reservation of rights letter in relation thereto. The company is currently in discussions with National Bank regarding potential steps to rectify this default, including further amendments to the terms of the covenants under the facility. The company will also explore the viability of raising capital through debt financing, refinancing, equity rights offerings, and the sale of core and/or non-core assets. To facilitate finding a solution to address these challenges, in November 2023, the company announced a review and evaluation of strategic alternatives that may be available to the company to further enhance the company's growth, development, and prosperity in the short and long terms, with the goal of maximizing shareholder value. The company has established a special committee of the board of directors for such purpose and has engaged Canaccord Genuity as its strategic advisor. There can be no assurances that the strategic review process will result in a transaction and whether such transaction will have its intended outcome. In parallel to these activities, we continue to focus on expanding revenue and profitability through continued cross-selling, developing channel partnerships, and finding new markets and verticals for the products and services offered by our business units. By minimizing investment in new direct sales and focusing on leveraging existing relationships and partnerships, any incremental revenue generated from these initiatives would start off a leaner cost base and improve operating cash flow from operations. With that, I'm going to turn the call over to Nancy for a brief financial overview. Nancy? Thank you, Richard, and good morning, everyone. Revenue for the quarter ended September 30, 2023, was CAD 9.2 million, a decrease of CAD 1.5 million or 15% compared to CAD 10.7 million for the prior year period. The decrease in revenue was due to lower customer spending at The Learning Network and an increase in customer churn within e-commerce and was partially offset by an increase in digital enablement from growth in sales to existing customers. ...For the year-to-date, revenue was CAD 27.5 million, a decrease of CAD 0.6 million or 2% compared to CAD 28.1 million for the prior year period. The decrease in revenue is driven by e-learning, following a reduction in customer spend. The result was partially offset by the growth in Kesson revenue, primarily from its growth, the growth of its recruitment platform and growth from digital enablement, e-commerce and health tech. Operating expenses for the third quarter were CAD 4.9 million, an increase of CAD 0.1 million or 2% compared to CAD 4.8 million in the prior year period. The increase in operating expenses for the quarter was primarily driven by investment in R&D costs at e-commerce to support revenue growth. Operating expenses for the year-to-date period were CAD 14.7 million, compared to CAD 14 million in the prior year period. The increase was driven by R&D costs, primarily again from e-commerce and from Tortal and Rowan Wood, which were acquired in May 2022, partially offset by Kesson due to a realignment of costs in 2022. Adjusted EBITDA for the quarter was CAD 1.1 million and CAD 2.8 million for the year-to-date period, compared to CAD 2.1 million and CAD 4.1 million respective in the same periods of 2022. The decline was primarily driven by the adjusted EBITDA from the e-learning business unit and increase in R&D costs. Net loss for the quarter was CAD 2.3 million, an increase of CAD 0.4 million or 19% compared to CAD 1.2 million in the prior year period. For the nine months ended September 30, 2023, net loss was CAD 6.1 million, an improvement of CAD 3.3 million or 35% compared to CAD 9.4 million in the first nine months of 2022. The improvement in the net loss for the year-to-date period was due to a reduction in acquisition costs, share-based compensation and nil transaction costs in 2023, offset by the mentioned decline in adjusted EBITDA. Turning briefly to the balance sheet, we closed the quarter with cash on hand of CAD 1.7 million, compared to CAD 5.3 million at December 31, 2022. 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. Rudy? Thank you, and we will now begin the question-and-answer session. If you would like to ask a question during this time, please press star, followed by the number one on your telephone keypad. If you would like to withdraw your question, please press the star followed by the number two. We will now take a moment to compile the Q&A roster. And your first question comes from the line of Robert Young from Canaccord Genuity. Your line is open. Okay, just a couple questions. I think last quarter, you were highlighting some seasonality benefiting the back half of the year. I think you were talking about your sales organization seeing stability and, you know, some order filling, likely benefiting Q4. Is that still the case, or would you say that there's, you know, continued pressure and delays that sort of moot Q4? It's a great question, Robert. I'd say that we're starting to see pickup in the fall in terms of orders, but you have to also deliver to recognize the revenue. So as I said in our earlier statement, it's going slower than we would like, but it is improving, but not rapidly. We also, you know, had some deferral on Kesson Group, which normally we'd have some full-service recruiting revenue in Q3, which got pushed out to Q4. And we've had slightly lower spend on teacher certification, which is really teachers going online to get certified. So I think, you know, the recession is slowing things down, making Q4 a slow quarter, but improving versus Q3 would be my best guess. Okay. And then does that push into Q1, or would you say that there's just higher risk that there's cancellations, or do you know of cancellations now? No, we're not seeing cancellations that I'm aware of. You know, as I said earlier, we're in the budgeting process with a lot of customers in the e-learning, and we are seeing higher budgets, so it looks like everybody's starting to pre-prepare their spend for next year. It's just about at what speed they roll out, but we haven't seen cancellations. We are starting to see things pick up, just not as fast as we'd like. Okay. And then, maybe if you could give me a reminder or maybe just an overview of the, the restructuring efforts. You've got two concurrent sort of, rounds. I know the first one hit a little bit in this Q3. Maybe you can give us a sense of that, and then I think you were suggesting most would have hit Q4, and now the second round is starting in Q4. I assume most of the impact is in Q1. Maybe just summarize the two together, and then I'll pass the line. Sure, no problem. I can walk you through that. So our first round was split over two months. We started a little bit in May, but most of it in August. To your point, we will have seen a bit of that coming through in Q3, but, you know, not a full quarter impact. So you do see a slight uptick in EBITDA for Q3. Part of that will be due to the restructuring impact. We've now done another round of restructuring, which was announced or sorry, initiated in November. That's more broadly across the company, not just at e-learning. So you'll see the full quarter impact of that in Q1. And again, a partial impact... Sorry, in Q1 2024, with a partial impact in Q4 2023. Okay. If all things go as planned, like would you expect EBITDA to step up in Q4 and then up again in Q1 on the basis of the restructuring? Yeah. Yeah, so, you know, by Q1, we should have both, the impact of both restructurings hitting EBITDA in full. Q4 should have the impact of the first restructuring fully- Yes -that we did in the first half. Correct. All right. Okay, thank you. I'll pass the line. Thanks, Robert. ... Thank you. Your next question comes from the line of Jesus Sanchez from Customer IF. Your line is open. Hi, good morning, everyone. How are you doing? My first question will be related with the covenants. Maybe you can share any additional color of what's stated in the press release. Sorry. Hi, Jesus, you broke up there. Can you just repeat that? Yeah. My first question will be related to the debt covenants. Yeah, I don't know if you can share any additional, color, in addition to what you have, stated in the press release, what are, the different options we have in our discussions with National Bank? Sure. Generally, we're having positive discussions. You know, we had our covenants ramping up throughout the year, as we disclosed before. With our cost-cutting programs, we would be in covenant, but at this point, given the risk around, you know, recession and, you know, cash is tight, the bank, rather than amend the covenants, wanted to work through a solution, to look at our, you know, covenants going forward, next year's plan, our debt service capability. I think, you know, from a practical reality, the debt was taken out at EBITDA levels, you know, proposed EBITDA levels, between CAD 7 million-CAD 8 million, and we're running about half of that. So, you know, it gives us a debt service problem, but we're having very productive discussions with the bank to address that. And then, as I mentioned, the strategic review, I think there's various options, obviously. You know, I'd like to try and explore sub-debt because I think if we can get a partner to help us alleviate some of that debt service with the bank and give us some more working capital, that would be an ideal solution. So we're working towards looking at all those things in the strategic review while we work with the bank, but we're having positive discussions on just looking at what is the situation now in this macroeconomic environment, and then how do we, you know, move into next year and get on our way back to normal as the market picks up. Thank you for the color. Last quarter, you mentioned that we have not drawn upon our CAD 3 million revolving line of credit. Is that still the case? Yes, we have not drawn on the line, and we're working with the bank around drawing that line and looking at our requirements. So we're working with them on that, but we have not drawn it as yet. Okay. Thank you. That would be all. Thanks, Jesus. Thank you. And once again, if you would like to ask a question, simply press star followed by the number one on your telephone keypad. And at this time, there are no further questions. I would like to turn it back to Mr. Adair for any closing remarks. Hey, thanks, Ludy. Thank you, everybody, for joining us today. We look forward to updating you on our progress in our year-end conference call on April 2024, and I'm always available for discussions with investors one-on-one if somebody wants to schedule something. So thanks for your time, everybody. Thank you, presenters. Ladies and gentlemen, this concludes today's conference call. Thank you for participating. You may now disconnect.
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