Fiscal 2021 Highlighted by Five Acquisitions
and Significantly Enhanced Scale of the Business
TORONTO, April 28,
2022 /CNW/ - Pluribus Technologies Corp. (TSXV: PLRB)
("Pluribus" or the "Company"), a growing acquiror of
small, profitable technology companies, today announced its
financial results for the fourth quarter and year ended
December 31, 2021. The Company's
consolidated financial statements and accompanying notes for the
years ended December 31, 2021 and
2020 are available under Pluribus' profile on SEDAR
(www.sedar.com). All dollar amounts are in thousands of Canadian
dollars unless otherwise noted. Certain metrics, including Adjusted
EBITDA, are non-IFRS measures (see "Non-IFRS Measures" below).
"In 2021, Pluribus secured approximately $50 million in new capital and rapidly deployed
that on a suite of acquisitions in our core verticals, which
contributed to the strong growth in revenue and Adjusted EBITDA for
the year," said Richard Adair, CEO
of Pluribus Technologies. "We picked up where we left off as we
entered 2022, securing our listing on the TSX Venture Exchange and
closing two more acquisitions – Kesson Group and Social5 – that
strengthened our position in key segments/verticals and delivered
greater revenue and EBITDA scale. Going forward, we remain focused
on completing additional acquisitions in our core verticals and
acting on further opportunities to realize revenue and Adjusted
EBITDA synergies following their integration into the Pluribus
family."
Selected Financial Highlights for the Fourth Quarter and 2021
Fiscal Year
- Revenue for the three and 12 months ended December 31, 2021 increased by 217% and 242% to
$6.8 million and $18.6 million, respectively, reflecting the five
acquisitions completed during 2021, and their full contribution in
the fourth quarter.
- Adjusted EBITDA1 for the three and 12 months ended
December 31, 2021 were $1.8 million and $2.8
million, respectively, compared to losses of $0.5 million and $0.4
million in the comparative periods. The increase in Adjusted
EBITDA reflects the contribution from the five acquisitions closed
during 2021, net of higher corporate costs.
- Net loss for the three and 12 months ended December 31, 2021 was $12.9 million, an increase of $11.1 million, and $21.0
million, an increase of $17.8
million, compared to $1.8
million and $3.2 million for
the comparable periods, respectively. The increase in net loss was
driven primarily by higher non-operational expenses, specifically
costs for the acquisition completed during the year and transaction
costs relating to the RTO process and related financings.
- Cash on hand on December 31,
2021, amounted to $1.7 million
compared to $1.4 million on
December 31, 2020.
- During the fiscal year the Company raised approximately
$50 million in equity financing via
three brokered private placements as well as approximately
$12 million in additional debt
financing.
- Of the $50 million in equity
financing, $25 million of that was
raised through the RTO Financing. Although the RTO Financing closed
on December 3, 2021; the funds were
not released by the TSX Venture Exchange ("TSXV") until the
RTO was approved, which took place on January 13, 2022. As a result, those funds are
not reflected in the Company's December 31,
2021 cash balance.
1 Adjusted
EBITDA is a non-IFRS measure as described in the "Non-IFRS
Measures" section of this news release. These measures are not
recognized measures under IFRS, do not have a standardized meaning
under IFRS and are therefore unlikely to be comparable to similar
measures presented by other companies.
|
Selected Highlights Subsequent to Year-End
- Commenced trading on the TSXV on January
19, 2022.
- Completed acquisition of the Kesson Group, Pluribus' sixth in
the eLearning market.
- Completed acquisition of Social 5, a social media marketing
company.
- Integrated five eLearning acquisitions under The Learning
Network banner to help support organic growth and drive enhanced
profitability.
- Entered into an agreement for a new three-year, $42 million credit facility with National Bank of
Canada; of which $24 million will be drawn upon immediately. Of
the $24 million, approximately
$14.5 million will be used to repay
the balance of the previous borrowings at the time of settlement,
$0.8 million for transaction costs
associated with the new financing, with the remaining $8.7 million available for acquisitions and
general corporate uses.
Results of Operations
(000's)
|
Three
Months
|
|
Twelve
Months
|
For the period ended
December 31,
|
2021
|
2020
|
Var
|
Var
|
|
2021
|
2020
|
Var
|
Var
|
|
$
|
$
|
$
|
%
|
|
$
|
$
|
$
|
%
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
6,837
|
2,154
|
4,683
|
217%
|
#
|
18,557
|
5,429
|
13,128
|
242%
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
4,427
|
1,586
|
2,841
|
179%
|
#
|
11,965
|
4,080
|
7,885
|
193%
|
Operating
Expenses
|
2,662
|
2,124
|
538
|
25%
|
#
|
9,162
|
4,452
|
4,710
|
106%
|
Non-Operational
Expenses
|
15,323
|
1,243
|
14,080
|
96%
|
#
|
24,543
|
2,754
|
21,789
|
853%
|
Net Loss
|
(12,882)
|
(1,795)
|
(11,087)
|
-618%
|
#
|
(20,992)
|
(3,196)
|
(17,796)
|
-557%
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
1,765
|
(538)
|
2,303
|
N/A
|
|
2,803
|
(372)
|
3,175
|
N/A
|
Adjusted EBITDA
%
|
25.8%
|
-25.0%
|
|
50.8%
|
|
15.1%
|
|
|
22.0%
|
Outlook
Pluribus is currently focused on four verticals: eLearning,
eCommerce, HealthTech and Digital Enablement. We continue to focus
on acquisition targets that are owner operated, less than
$10 million in revenue and have
normalized EBITDA margins of 20-30%. The pipeline of acquisition
opportunities remains robust, as owner-operators continue to look
for succession options for their businesses. Pluribus is seeking
EBITDA-accretive acquisitions to scale up our existing vertical
business units, expand into new ones on an opportunistic basis, as
well as grow revenue and further expand our product offering. In
2022, we expect to close additional acquisitions at a similar
cadence to the one we delivered in 2021, subject to access to the
necessary capital. As of the date of this financial report, we have
completed two acquisitions so far in 2022. Operationally, we
generally expect to grow these acquisitions profitably following
the completion of the integration of the business and the
subsequent roll out of our sales and business development
plans. In 2022, we expect higher corporate costs associated
with being a public company as well as lower SR&ED income to
offset Canadian R&D expenditures due to our public company
status.
Pluribus' management team will host a conference call to discuss
its fiscal 2021 fourth quarter financial results on Friday April 29, 2022.
Conference Call Details
Date: Friday, April 29, 2022
Time: 8:30 am EDT
Dial-In Numbers: (416) 764-8650 or (888) 664-6383
Conference ID: 87087872
Webcast: Available on the Events & Presentations
page of the Company's investor website
Replay: (416) 764-8677 or (888) 390-0541 (playback
code: 087872#) – available until midnight (EDT) on May 6, 2022
About Pluribus Technologies Corp.
Pluribus is a
technology company that is a value-based acquirer of small,
profitable business-to-business technology companies in a range of
verticals and industries. Pluribus provides its acquisitions access
to experienced sales and marketing resources, strategic partnership
opportunities, a diverse portfolio of customers in different
geographical markets and enabling technologies to create new
revenue streams and provide the opportunity for these companies to
grow in their respective markets. For more information, please
visit: https://www.pluribustechnologies.com/.
Non-IFRS Measures
The Company uses non-IFRS measures to assess its operating
performance. Securities regulations require that companies caution
readers that earnings and other measures adjusted to a basis other
than IFRS do not have standardized meanings and are unlikely to be
comparable to similar measures used by other companies.
Accordingly, they should not be considered in isolation. The
Company uses Adjusted EBITDA as a measure of operating performance.
Management uses Adjusted EBITDA to evaluate operating performance
as it excludes amortization of software and intangibles (which is
an accounting allocation of the cost of software and intangible
assets arising on acquisition), any impact of finance and tax
related activities, asset depreciation, foreign exchange gains and
losses, other income, restructuring and transition costs primarily
related to acquisitions and other one-time non-recurring
transactions.
Reconciliation of Non-IFRS Measures
The Company uses the Non-IFRS measure Adjusted EBITDA to
evaluate performance. The following table presents the
reconciliation from net income (loss) to Adjusted EBITDA of the
three months and year ended December 31,
2021.
|
Three
Months
|
|
Twelve
Months
|
For the period ended
December 31,
|
2021
|
2020
|
Var
|
Var
|
|
2021
|
2020
|
Var
|
Var
|
|
$
|
$
|
$
|
%
|
|
$
|
$
|
$
|
%
|
|
|
|
|
|
|
|
|
|
|
Total
Revenue
|
6,837
|
2,154
|
4,683
|
217%
|
|
18,557
|
5,429
|
13,128
|
242%
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
year
|
(12,882)
|
(1,795)
|
(11,087)
|
-618%
|
|
(20,992)
|
(3,196)
|
(17,796)
|
-557%
|
|
|
|
|
|
|
|
|
|
|
Acquisition
costs
|
1,204
|
404
|
800
|
198%
|
|
2,777
|
788
|
1,989
|
253%
|
Transition
costs
|
10,624
|
—
|
10,624
|
N/A
|
|
11,844
|
—
|
11,844
|
N/A
|
Amortization and
depreciation
|
701
|
207
|
494
|
239%
|
|
2,295
|
760
|
1,535
|
202%
|
Share-based
compensation
|
5
|
18
|
(13)
|
-72%
|
|
34
|
21
|
13
|
62%
|
Loss from change of
fair value of financial liabilities
|
1,931
|
269
|
1,662
|
618%
|
|
6,269
|
580
|
5,689
|
981%
|
Loss (gain) on
revaluation of contingent consideration
|
104
|
(10)
|
114
|
N/A
|
|
73
|
(10)
|
83
|
N/A
|
Finance expense,
net
|
383
|
134
|
249
|
186%
|
|
914
|
360
|
554
|
154%
|
Foreign exchange
loss
|
371
|
221
|
150
|
68%
|
|
337
|
255
|
82
|
32%
|
Income tax
expense
|
(676)
|
14
|
(690)
|
-4929%
|
|
(748)
|
70
|
(818)
|
-1169%
|
|
|
|
|
|
|
|
|
|
|
Total
Adjustments
|
14,647
|
1,257
|
13,390
|
1066%
|
|
23,795
|
2,824
|
20,971
|
743%
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
1,765
|
(538)
|
2,303
|
N/A
|
|
2,803
|
(372)
|
3,175
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
%
|
25.8%
|
-25.0%
|
|
50.8%
|
|
15.1%
|
-6.9%
|
|
22.0%
|
Forward-Looking Information
Certain information in this press release constitutes
forward-looking statements under applicable securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking information in this press release
includes, but is not limited to, statements with respect to the
business plans of the Company, including the successful completion
and pace of future acquisitions, the Company 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 technology companies at reasonable
prices and the Company's ability to grow its portfolio companies
into significant organizations. Forward-looking statements are
often identified by terms such as "may", "should", "anticipate",
"expect", "potential", "believe", "intend" or negatives of these
terms and similar expressions.
Forward-looking statements are based on certain assumptions,
including the Company's ability to complete acquisitions on
favorable terms; the Company's ability to manage a complex
portfolio of companies effectively; the Company's ability to
scale its management team to support a rapid pace of growth; the
Company's ability to raise sufficient financing to continue the
pace of its acquisition strategy; the Company's ability to maintain
its rapid pace of growth. Other assumptions include industry
trends, the availability of growth opportunities, and general
business, economic, competitive, political, regulatory and social
uncertainties will not prevent the Company from conducting its
business. While the Company considers these assumptions to be
reasonable based on information currently available, they are
inherently subject to significant business, economic and
competitive uncertainties and contingencies and they may prove to
be incorrect. Forward-looking information speaks only to such
assumptions as of the date of this release.
Forward-looking statements also necessarily involve known and
unknown risks, including without limitation, risks associated with
general economic conditions, including the COVID-19 pandemic,
adverse industry events, marketing costs, loss of markets, future
legislative and regulatory developments, the inability to access
sufficient capital on favourable terms, the Company's limited
operating history; ability to complete favorable acquisitions; the
technology industry in Canada and
internationally, income tax and regulatory matters, the ability of
the Company to execute its business strategies, including the
ability manage a complex portfolio of companies effectively,
competition, currency and interest rate fluctuations, and other
risks.
Readers are cautioned that the foregoing is not exhaustive.
Readers are further cautioned not to place undue reliance on
forward-looking statements as there can be no assurance that the
plans, intentions or expectations upon which they are placed will
occur. Such information, although considered reasonable by
management at the time of preparation, may prove to be incorrect
and actual results may differ from those anticipated.
Forward-looking statements are not guarantees of future
performance. The purpose of forward-looking information is to
provide the reader with a description of management's expectations,
and such forward-looking information may not be appropriate for any
other purpose. Except as required by law, the Company disclaims any
obligation to update or revise any forward-looking statements,
whether as a result of new information, events or otherwise.
Forward-looking statements contained in this news release are
expressly qualified by this cautionary statement.
Neither the TSXV nor its Regulation Services Provider (as
that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this press
release.
Contact:
Craig
Armitage
LodeRock Advisors
investors@pluribustechnologies.com
+1 (416) 347-8954
Richard Adair
Chief Executive Officer
Pluribus Technologies Corp.
1 (800) 851-9383
SOURCE Pluribus Technologies Corp.