Yeah, sure. Let's kick off that conference call. All right. Thank you, everyone. Good afternoon. My name is Ghislain Lemire. I'm the CEO of Urbanimmersive. Welcome to Urbanimmersive conference call. Thank you for joining. For a reason of being efficient, we will be doing this call in English. We'll take both English and French questions at the end. Joining me today to discuss our results is Simon Bédard, our CFO. Just before that, we jump to the subject. I would like to remind you that today's call contains forward-looking statements, including, but not limited to, statements regarding Urbanimmersive future financial results and management's expectations and plans for the business. These forward-looking statements are subject to numerous risks and uncertainties that may cause actual results to differ materially from those discussed on today's call. We caution you to read and consider the risk factors described in our last MD&A that you can find on SEDAR. The agenda is mostly the same, but we expect today a much longer call before because of our situation. Simon will start by reviewing the financials. I will talk about the business. I will turn the call to you, Simon, right away. Thank you, Ghislain. Good afternoon, everyone. As Ghislain said, I'll give you a quick overview of our second quarter financial results that were released on Friday morning. If you have questions, you have two ways to do it. You can write through the chat or raise your hand, and we'll allow you to talk for questions during our presentation or after our presentation, depending how you depending on the topic. Just to start with, our second quarter, we for the first quarter, we had a full three months of contribution for, if you remember, our newly acquired business, HomeVisit, in the U.S. That was actually October, acquired, sorry, on the October 20 last year. This quarter, our revenues hit CAD 2.7 million that we compare to CAD 2.1 million last year, it's a 25% growth. Out of that CAD 2.7 million, we have, if you look in the financial statements notes with regards to segment information, you can find all the details about all our three different business segments, which are SaaS, equipment, and service. Basically, for this latest quarter, we have CAD 2.2 million of revenues in the service line. Just for your information, the service now is composed of two things: the photo service that we had before, and also HomeVisit, as you remember, also have a print service that, in fact, we're working to roll out to all our other photo agencies in the next couple of months. I would say roughly the print business in HomeVisit was, like, $1.5 million a year, just to give you a high-level figure. There, the service line now is composed of the two those two services. On the SaaS revenues, we're at CAD 534 million this quarter, compared to CAD 494 million for the same quarter last year. We're actually increasing our SaaS revenues, reason being mostly that, as we add new photo agencies to our group, of course, we have opportunities to sell more of our SaaS product, which include 3D tours and floor plans, mostly. That's a good thing that we, of course, that we can grow our SaaS, we can continue to grow our SaaS business in that challenging market. If we look at the first six months of the year, revenue-wise, we're at CAD 5.56 million. Of course, the two quarter behind us are the lowest, traditionally the lowest quarter of the year. Even if we don't, you know, provide formal guidance, in terms of our revenues going forward, we do expect at least to reach CAD 11 million for the year, knowing that the two strongest quarters are coming, and also that I think we have stabilized the decline we had in some of our photo agencies lately. And if you add to that the rollout of the print service in the other agencies, I think we should be at least at CAD 11 million, knowing that, again, we're in a challenging market, but that's where we are right now. If we look at the gross margin percentage-wise, we're at 45.3% overall for this quarter, 67% on the SaaS and 40% on the service. For the year or for the first six months, we're at the 42.1% in terms of gross margin. That's still pretty healthy margin. Of course, it's slightly going down just because we have more and more service contribution in the overall revenues and gross margin as again, we add some photo agencies throughout the year. Of course, the gross margin on the service is lower, but 40% for this quarter is to us quite a healthy margin, so we're happy about that. In terms of operating expenses, CAD 2.2 million this quarter. It's a sizable increase compared to last year. Of course, we have more people in the team with the acquisition. You can't really extrapolate that for the remaining of the year, because as we referred to in the MD&A, in January, February, and March, we basically reduced our workforce significantly. We expect our savings on an annual basis to be roughly CAD 1.5 million going forward. We haven't had the effect in this quarter, or very limited, because of the, you know, termination notice and all that. We should have part of that savings reflected in our Q3, and the full effect starting in Q4. Which is why if you look at the EBITDA for this quarter, which is -CAD 646, and for the first six months, CAD 966, take into consideration that we knew from the start when we acquired HomeVisit, that the first couple of months we will have more, we'll be kind of overstaffed. Now all the integration of the photography are completed. We've migrated their business in our systems. Early this year, we basically did a full review of our organizational chart, and we could afford basically to reduce our workforce. That, of course, will see some positive impact going forward on our cost structure, definitely. Going forward, we talk EBITDA again, we don't provide formal guidance, but I expect Q3 to kind of come back to maybe breaking even on the EBITDA with back to the positive, the positive level in Q4 and in the next quarter. Even though the revenues are flat, I think with what we gonna benefit from the cost savings will definitely be a game changer going forward in our for financial performance of the business. That's the key things I wanted to mention. Just to... I wanted to talk about the balance sheet, I'll let Ghislain maybe in his part of the discussion to talk about our relationship with the bank and other stuff that you may have seen in our press release with regards to looking at different alternatives and so on, so forth. I'll stop here and I'll let Ghislain jump in for the rest of the call. Thank you, Simon. Actually, I would like to today to cover three topics. First of all, I would like to talk about the low level of sales. I think Q2, we should have expected much, much more revenue for this quarter, so I will address this. I'm also gonna address also the last press release that we've done before the financials in regards to the Darryl Glade's lawsuit quickly. I will finish with talking about the financing, actually referring to the press release we've done on the April fourteenth. Let's go with the first topic, the low level of sales. There is, you know, there is not just one reason why we haven't performed, I think, and it is important to go over each and single of them to better understand where we stand right now. Of course, we all, you know, we often referring to the market conditions. We have talked about it many times since the last year. You know, it's still there, it's still factual. The real estate market is not running under normal conditions yet. There's fewer homes coming on the market. This is impacting, of course, directly our sales. We do business when we, when there's homes for sales, when there's homes coming on the market. Whether it is by providing, like Simon said, we have like two segments, you know, whether it's providing photography services, so signing a photographer to take some stunning visual content, or whether it's through our SaaS revenue, where, you know, when there's new homes that comes on the market, there's independent photographers buying our technology, mostly the 3D technology, floor plans, and private website. Each of our clients, whether if they are agents purchasing our photography services or photographers buying our technologies, there are just fewer transactions right now. As Simon said, we always privilege a transactional business models, which means that our clients are paying as the need. The result is when the market decrease, our sales are negatively impacted, which we are experiencing right now. We believe that with... I think, you know, when looking at the numbers and the statistic out there, not the home, the number of homes sold, but the number of listings that come on market, we're still running at 50% of what we should be doing in terms of sales. Just, you know, if you, if you take like the actual situation compared to the normal condition market. Meaning that we should be doing at least twice the number of transactions we do per year with the number of clients we have. Of course, the transactional business model is kind of really impacting us when there's fewer sales. The thing is that when the market will start to come back to normal, we're gonna benefit largely from this. We know for certainty that the market will come back. It might not be this year, but surely in 2024, we're gonna see the real estate market start to give some positive signs of coming back. We expect with the same number of clients we have, that our revenue will grow. That is one of the reasons why we haven't performed during Q2. There's also other reasons, and they're worth mentioning it. There's actually, we can put it like three other reasons: promotion, product pricing, and unfortunately, client attrition. I'm gonna talk quickly at the end. In terms of promotion, when we do implement our system within a new branch, such as HomeVisit, which we were still rolling out during the second quarter, we aim at running the business operation with much fewer employees. The only way we can achieve running with fewer staff is, it is if agents that order for property services are doing it online, instead of the old-fashioned way of picking the phone, filling in forms, or even worse, by sending text messages. At HomeVisit, which is a pretty large operation, 80% when we acquired the business, 80% of all orders for property services were done through phone calls. Let me emphasize why it is important that our clients order online. First, it significantly reduces the number of staff required to take the calls. That's obvious. The ratio is tremendous. I mean, if the ratio is one on five, well, meaning that you will need five customer support employees to take all the calls, but if you convert them online, so the order is online, you will just need to have one employee that will replace these five employees. It's obvious, the saving is obvious. It's also reduced the number of staff required to find the property, because once you get the jobs, you need to find the property to fulfill, you know, the requirement of the job. The number of hours required to confirm the booking, because once you find the property, you need to call back or send back an email to the client saying that you find the property and you confirm the date. Of course, it also reduces the number of human errors in order. Ordering online is very important for us. In our case, with HomeVisit, for reason of cash burn, if you do remember, we acquired HomeVisit in October, but we started operating on our system in December. For the reason of cash burn, HomeVisit was a huge operation that we had just two months of cash in front of us to handle. We have taken the risk of letting go all employees assigned to receive phone calls, for orders, all in one shot instead of doing it gradually, just to make sure that we're gonna have enough cash to run the operation during the transition. The result is that we absolutely need is that agents will rapidly adopt our instant booking online system. Otherwise, we will be, let's say, in shit, not having enough staff to take orders through phone. To succeed, we have launched a very aggressive promotion that basically tell agents, "Hey, if you order online our services, for a limited time, you're gonna get a free 3D tour, a Floor plan, and a Property website." The whole idea behind this promotion was to make them try the agents a couple of times, the benefit and obvious advantages of our online instant booking system, and preserve our customer support team alive with fewer employees. The promotion that has ran about, you know, in January to March, has worked actually. In only three months after HomeVisit acquisition, we have reversed the ratio. Today, as we speak, 80% of all the orders made to HomeVisit are coming from the online system, and agents love it. It's a success and definitely an investment in our future operations. It has come at a great cost, actually, because HomeVisit clients were big consumer of 3D tours and Floor Plans, particularly Matterport 3D tours, which are much more expensive than ours. Clients were kind of paying a pretty high price to get those products. By giving them those products for free in order to encourage them to order online, we kind of wiped out a lot of revenues, actually. We estimate that we might have wiped out about 35% of the HomeVisit top line revenue during the second quarter. It is a significant marketing cost that we can all argue after that it was too much paid for reaching our goals. You know, we could agree depending on the argument, but keep in mind that when we took the decision, time was an issue. We were having just a few months of cash in front of us. We needed a drastic approach to lift agents up on our online booking system, which is the cornerstone of our success with HomeVisit. I would even add, you know, basically, our survival mode. It's done. The promotion is over, what we have achieved, bringing all clients ordering online in less than three months into a huge operation, is a tremendous investment in our operation going forward. It means that we can now grow our business with much more fewer staff than what our competitors can do and what we were doing even before. I just want to add on the promotion in regards to our low sales by bringing the variable of pricing. You know. We're gonna talk about 3D tour and floor plan product pricing. The promotion of giving a free 3D tour and floor plan is over, yet. Agents at HomeVisit are now paying full price for the 3D tours and floor plans. As you may know, if you have followed Urbanimmersive over the years, it has always been part of our philosophy and vision to offer a cost-effective 3D tour and floor plan solution to agents. That means that even if we do not offer 3D tours for free anymore, the price tag of our 3D tour and floor plans are way less than what HomeVisit was charging before for a competitive tour product. Actually, it is totally 25% less. At HomeVisit, prior to Urbanimmersive acquisition, a photo shoot that was including a 3D tour was basically close to CAD 400, you know, an average of CAD 400. Today, a photo shoot that includes the three technologies, so three technology means a 3D tour and a floor plan, the same service will be offered around CAD 260. The price strategy aims at making agents adopting our 3D tours and floor plan. It works. Today, 95% of all our 3D tours and floor plans sold by HomeVisit, which is our largest, again, our largest operation and one of the latest acquisition, are provided by Urbanimmersive. This is our technology. We have completely wiped out competitive products in terms of 3D tours and floor plans. Again, I agree, it come with a great cost. Selling less, those highly popular products at HomeVisit specifically, directly impact our top line revenue. We are estimating that this has sliced at least close to 12% of HomeVisit sales during Q2. We'll continue to do so as long as we maintain our low pricing strategy. We can argue that this is too much fade. This is, you know, that low pricing strategy impact our revenue too much, that we can sell for more. I have many investors telling me that we should sell for more. We could, absolutely, we could sell for more, but we won't for now, and here's why. I hate to say this. I really hate to say that actually. No offense to my team, but there's a place where Urbanimmersive is very weak, and this is in marketing. We don't have a marketing team. We need to do serious marketing, and we will. As long as we don't have the means to invest in our marketing in a serious manner, we will offset our weakness with better pricing. It works. Our aggressive pricing for 3D tours and floor plans attract and retain clients. Let me tell you this, I am totally convinced we are investing in our future sales. As more and more clients are converting to use our 3D tours and floor plans, they love it and they spread the word. More and more people want our 3D tours and floor plans, and today, we're happy to say that on Realtor.com, we are the second 3D tour brand in a row, in terms of branding, in terms of quantity. Let me remind this, we could always increase our 3D tours and floor plan price. Just 10% will roughly, you know, be, let's say, CAD 20 per shoot, will have a direct impact on our top line revenue. Maybe one day we'll do it, and we are planning to do it, but actually, right now, we're gonna stick with our pricing until we get serious with marketing and we come back with a great marketing. I can talk a little bit more about that, but I'm upset about the pricing. The last and not the least reason for sales underperformance is unfortunately client attrition. I'd like to say that it's a one-time reason, and I think it is. There's a couple of things here. First, a rule of thumb is that every business that do make acquisitions will end up with a client attrition. When you do acquire a business and that you change the system, you have a default client attrition, meaning that just changing the ownership of the companies, employees, the system in place, makes some clients taking this opportunity and make them leaving the business. Urbanimmersive hasn't been immune to that. We think we have lost up to around 8% of HomeVisit clients and sales since December 2022, actually, since our acquisition. To give you some benchmark, I know that in, you know, industry, some of the businesses might lose even up to 15%. We think that 8% is quite of a good number, even though that we would like to see a 0%. Like I said, we're nothing into that. This is something that happens, you know, when you launch a new system. It's not an attrition that you experience month after month. It's done, it's behind us. There's also another form of client attrition that we have not been immune to. It's a close relationship of some long-standing major clients with former owners of the businesses we acquired. Unfortunately, all the brands we have acquired thus far have experienced the departure of their former owners, either voluntary or these are being terminated by us, by the management of Urbanimmersive. I think as we speak today, there's no former owners of the brands we have acquired that stay, that are still working for Urbanimmersive. Consequently, some of the long-standing clients that had very close relationship with those former owners have seized the opportunity to reassess their vendor relationships and leave. We know today that even with non-compete and non-solicitation contractual clauses, many of our clients have been actively solicited by some former owners and/or former employees to deal with competitive vendors, sometimes as a form of retaliation against Urbanimmersive decisions that fired them, or sometimes just to continue making business with them on a separate business. We are evaluating that this form of client attrition has greatly increased during Q2 because we have been firing and letting a lot of employees go due to our financial challenges. We are estimating that the losses in Q2 could be around 20% in terms of client attrition. Q2, but also starting, potentially including, you know, like December in it, because when we change the system with HomeVisit. This is a major losses, and I want to reassure that we are sensitive to the situation. In regards to some owners, we have the intention of suing them for contract breaches. While this is not giving back nor client losses, this at will put some sort of a cease and desist to make sure that they are not continuing. From this situation, we also come to the realization that, oh my God, you know, how come it is easy for clients to switch to another vendor so quickly? Upon our analysis, we noticed that the clients we lost to the former owners that solicited them with our, you know, kind of just attract them to other vendors, are either long-standing clients with a strong relationship with owners that we basically can do anything with that, or, and this is where we can do something, clients who had not yet adopted our 3D solutions or even experienced the benefits of our instant booking online system. The conclusion we draw from that, it is crucial to onboard clients onto our solutions as early as possible. That will retain them. As we have done with HomeVisit so quickly, at a great cost of giving for three months in a row, free 3D tours and floor plans, but at least we have experienced much more less client attrition with HomeVisit than other brands. I'd like to continue on a positive note here. I'd like to point out that the unnatural client attrition that we've experienced, or the rapid decline in the client attrition of the last couple of months, is behind us. The situation is stabilized, meaning that we have stopped experiencing a client decline. To the reverse, we even seeing clients coming back on our platform. The clients who stayed with us, with our brands, are solid. The sales are there, and they are well served. The bad is done, and going forward, we will have to get back all the clients we losses, and we have the intention to do it. To accelerate this, we are preparing an email marketing offensive right now with new and exclusive offers that will involve, for the first time, our Print Division. That will be, we think, a great way to attract a lot of new clients in the same time. Stay tuned. My goal is to get all my clients back. That brings me to talk about Darryl Glade's lawsuit. It's never funny, but shit happen in life. As you may have read, Darryl Glade, the Imoto former owner, has filed a lawsuit against Urbanimmersive. Actually, we did receive the lawsuit in January and mentioned it in our MD&A in a note, but the lawsuit was improper served at that time, meaning that it was not done correctly. This time, Mr. Glade has done his homework, and once we had the final confirmation that the lawsuit was correctly served, he decided to release the status of it. You will understand that at this time, I cannot give too much details about the lawsuit because it's ongoing. For those who haven't read the lawsuit filing, that you can have access online, it's public. Basically, the lawsuit claims turn around two things, I'm very summarizing it, because there's a lot of things in the lawsuit. Basically, there's allegation that Urbanimmersive has poorly handled the integration of our system within Imoto operations, and that Urbanimmersive has played the financials to avoid Mr. Glade having his earnouts. Quickly, in regards with the integration, just minor stuff to say, I think it's important to mention that Imoto integration in our system has been the last one to be performed. We have successfully implemented HomeVisit before Imoto, and remember that HomeVisit is twice the size of Imoto, that's why it's kind of validating our system. I would like to have precision. Imoto was already selling our 3D tours and floor plans, they were already integrated with our post-production department for offering those products. They were not, though, using the enterprise solution, or if you want, the instant booking online system. They were running on an independent and standalone system created by Mr. Glade and a third-party developer. Mr. Glade also claims that the integration of Urbanimmersive's system into Imoto was conducted as a vindictive measure against him for declining a more important role within Urbanimmersive group. In terms of the earnout, Mr. Glade kind of claims that Urbanimmersive has altered the accounting method used to determine the earnout. Apparently, we would have manipulated the accounting principle to Mr. Glade's detriment, making him miss his first-year earnout. Like we said in the press release, let me reassess what we've written. We strongly believe that all the claims made by Mr. Glade are baseless. We believe that these claims express Mr. Glade's frustration of not having reached his first year earnout milestone. It's important to know that Urbanimmersive is fully committed to defend ourselves against the lawsuit, and we have taken several steps to address the situation. As you read in the PR, we have referred the case to our insurer, who has confirmed coverage of the legal fees. This ensure that we have the necessary financial support to navigate the legal processes. Additionally, we are seriously considering a counter-suit to Mr. Glade and third parties involved. The counter claims and third-party action that Urbanimmersive could pursue into allegations of variation of employees and management duty of loyalty to Imoto, both before and during the integration of our system within Imoto. Also some potential claims related to the solicitation of Imoto's contractors of offers, employees, and of course, clients. As exposed earlier in this call, these actions have resulted in significant client attrition for Urbanimmersive. I mean, you know, let's summarize that. The legal fees are made, are paid by our insurers, we're good there. We do not expect from, you know, the discussion we had with the lawyers and everything, to pay any indemnity on the fact that we believe that all the claims are baseless. Furthermore, we could even come to sue for all the losses that Urbanimmersive experiences by the cause of the situation created by Darryl Glade. More detail will be soon available about that. To conclude, let's talk about the financing. As you know, we have released on April 14, a press release stating our financial situation challenges, and announced that we were exploring strategic alternatives. Simon briefly touches the subject, but I wanted to take the opportunity today to provide more information about where we stand in that matters. First, when we did the press release on April 14, and you can see it in the numbers provided in the press release, Urbanimmersive was going into a wall pretty quickly. The alternatives that we were looking at were not all positive. At that time, here's what we were having on the table, you know, doing a financing, raising money. Another alternative was to restructure the debt. Another alternative was to sell some assets, so asset divestiture. Another alternative was basically to do a Notice of Intention. In the U.S., I think you will call it something like the Chapter 11, something like that. We have rapidly eliminated the asset divestiture. Actually, everything Urbanimmersive owns is so tightly interconnected that it would have been difficult to not break the business apart, selling them separately. The value also of separate assets or divisions, if you want, were too low to worth divesting. In terms of the financing, the challenge we have with raising money was our debt ratio. It was quickly... We come quickly to the conclusion that if we want to raise money, we need first to restructure our debt. We enter into discussions with our bank and also with CoreLogic, because you know that we have a five-year term debt with CoreLogic, and it is a significant amount that when we started, you know, meeting with investors back in the beginning of the year, most of them first were saying that, "Okay, Urbanimmersive has too much debt, so it's kind of frightening for us to put money in the business. You need to do something about that." Even though we were kind of trying to argument that the CoreLogic debt was a friendly debt, but it's still a debt. It's in our book. In five years, you know, we will be needed to find a solution to pay the debt. In this regard, of course, we reach out to CoreLogic. We have many discussions. Today, what I can say is that nothing is confirmed, but we are optimistic that we will find an agreement, that we'll reach an agreement with CoreLogic about restructuring that debt so that it will not become a blocker for potential investors in a future raise. That is one aspect. The other aspect of the debt is with the bank. I like to call it the traditional debt. The service of the debt with the National Bank. Actually, I want to just refer with CoreLogic. It's important to mention that right now, the debt with CoreLogic, there's no interest and no principal to pay per month. It's clearly a debt that bring us in five years. Compared to the traditional bank debt that we have right now, on every month, Urbanimmersive is required to pay around CAD 120,000 for close of that. And it is for the principal and interest. The debt service itself is putting a lot of pressure on Urbanimmersive cash flow. You know, of course, it's all tied together. I mean, if we want to help Urbanimmersive, it becomes apparent and, you know, evident that we need to decrease the burden that this, that services is providing to Urbanimmersive. We have several discussions with the bank, and Simon and I today were optimistic that we're going to reach an agreement soon, so that this debt will be restructured in a way that will make Urbanimmersive capable of going through and even starting to pay the old payables. The break that we need will be given. Again, there's nothing confirmed, nothing signed, but the discussions are really advanced, and we're optimistic that we will find soon the agreement that will be positive for Urbanimmersive. In that regard, you know, once we're going to have restructured the debt of CoreLogic, if, and the bank, it will be easier for Urbanimmersive to go back on the market and kind of reach maybe a new financing, complete a new financing. Of course, it won't be a convertible debenture. I think we're kind of starting to be allergic to that. I'd like to mention that if the plan goes as discussed so far, we could even make it without raising money, meaning that just restructuring the debt and all the cuts Urbanimmersive has done since the beginning of the year, we have better data that the business could be viable without raising money. Right now, our primary goal, you want to understand, is to get arrangements with the debts holder. Again, you know, I was kind of mentioning that it's not confirmed, it's not signed. There is uncertainties. What if, let's say, what if we don't agree with the bank and CoreLogic? We had Simon and I, we were forced to evaluate the possibility of going on a Notice of Intention. As we speak today, we have kind of exclude this option so far because we think we're close of finding a way for Urbanimmersive to make it. I think I'm covering all the points here. I hope that the information I'm giving today kind of helps you to better understand the situation of Urbanimmersive. In conclusion, before I'm taking the question and answers, I'd like to say that if we can restructure our debt, now that we kind of went through some very bad times with the implementation. It's hard implementing a new business. It's even harder when you need to do it faster because you don't have a choice, because you don't have the luxury of having a huge bank account. I would say that all of this is behind us. Today, you know, Urbanimmersive, I think if we achieve that, restructuring our debt will become a real investment opportunity because it is evident further the worst will be behind us. We have a solid operation, we have stable clientele, we have state-of-the-art technologies, and even on that, stay tuned, because we do have continue working on innovations. We have new products to announce soon. Basically, I'm pretty confident about the future of Urbanimmersive. It's just a rough time for us. We've been working super hard. Also considering that most of the upper management employees at Urbanimmersive have cut their salaries significantly in some circumstances. Everybody is... We have a pretty tight team, pretty solid team, I'm looking forward for the next step at Urbanimmersive. From now on, I'm gonna take the questions. Like I was saying at the beginning of the presentation, you can ask the question in French. I will answer it in French, and then afterward give a summary in English. If you wanna ask a question, you can raise your hand. You can click on the icon, Raise Hand, Simon will provide you access to... There is no question? All right, if there is no question in the next 10 seconds, Simon and I will say, again, thank you for having joined us today. We look forward to provide you more information about how all these things will unfold. Do you have anything to add, Simon? No. Thanks, everyone, for being here, being here today. Yeah. All right, we can close the meeting. Thank you, everyone. Bye-bye. Thanks, everyone. Bye-bye.
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