Second Quarter Highlighted by Two Further
Acquisitions and New Credit Facility
TORONTO, Aug. 29,
2022 /CNW/ - Pluribus Technologies Corp. (TSXV:
PLRB) ("Pluribus" or the "Company"), a growing
acquiror of small, profitable technology companies, today announced
its unaudited financial results for the second quarter ended
June 30, 2022. The Company's
condensed consolidated interim financial statements and
accompanying notes for the quarters ended June 30, 2022 and 2021 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 the second quarter we continued to deliver on our
acquisition strategy, expanding our eLearning business operating
under The Learning Network banner and growing our presence in the
digital enablement vertical with a second acquisition in the
property asset management space," said Richard Adair, CEO of Pluribus Technologies.
"Our dual focus in the coming quarters is on continuing to deploy
available capital on acquisitions while also working to deliver
organic growth and optimized performance from businesses across the
portfolio. As we integrate the recent additions and implement our
business development and marketing initiatives, we are seeing solid
performance across the portfolio driven by revenue synergies and
positive industry tailwinds in our core verticals. In the first
half of the year Kesson Group experienced the expected seasonality
in revenue, which historically has been weighted to the second
half. The current quarter, in particular, saw lower revenues
in international recruitment sales and teacher accreditation to
teach English as a foreign language as key international markets
continued to be essentially shut down due to COVID-19. Kesson is
working to help solve the global teacher shortage, including in the
U.S. where the federal government is actively investing in the
near-term to help school boards across the country recover from the
loss of learning experienced during the COVID-19 pandemic. We
intend to carefully manage expenses to ensure they align closely
with the potential for specific opportunities."
Selected Financial and Business Highlights for the Second
Quarter
- Revenue for the three and six months ended June 30, 2022 were $9.6
million and $18.1 million,
increasing by 215% and 244%, respectively, reflecting the seven
acquisitions completed since June 30,
2021.
- Adjusted EBITDA1 for the three months ended
June 30, 2022 was $1.3 million, and $2.7
million for the first half of the year, up from a loss of
$0.1 million in both the comparative
periods a year ago. The increase in Adjusted EBITDA reflects the
contribution from the seven acquisitions closed since the
comparable period, net of higher corporate and public company
costs.
- Net loss for the quarter ended June 30,
2022 was $2.7 million, up from
$2.2 million for the comparable
period. For the six months ended June 30,
2022, net loss was $7.1
million compared with $5.1
million in the first half of 2021. The increase in net loss
was primarily due to higher non-operational expenses, specifically
acquisition costs associated with the two acquisitions closed in
the quarter and transaction costs relating to the RTO process.
- Cash on hand on June 30, 2022,
amounted to $6.7 million compared to
$1.7 million on December 31, 2021.
- On April 27, 2022, Pluribus
entered into an agreement for a new three-year, $42.0 million credit facility with National Bank
of Canada. The New Facility
provides the Company with $3.0
million revolving credit facility, $24.0 million non-revolving term loan and a
$15.0 million delayed draw term
loan.
- Expanded eLearning portfolio with the acquisition of Tortal
Training, a provider of Learning Management Systems, employee
training and eLearning program services.
- Announced the acquisition of property asset management
solutions provider Rowanwood Professional Services Limited,
Pluribus' second in the space following Assured Software.
Results of Operations
|
Three
Months
|
|
Six
Months
|
For the period ended
June 30,
|
2022
|
2021
|
Var
|
Var
|
|
2022
|
2021
|
Var
|
Var
|
|
$
|
$
|
$
|
%
|
|
$
|
$
|
$
|
%
|
|
|
|
|
|
|
|
|
|
|
Revenue
|
9,584
|
3,041
|
6,543
|
215 %
|
|
18,082
|
5,250
|
12,832
|
244 %
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
6,248
|
1,562
|
4,686
|
300 %
|
|
11,945
|
3,105
|
8,840
|
285 %
|
Operating
Expenses
|
4,934
|
1,705
|
3,229
|
189 %
|
|
9,232
|
3,195
|
6,037
|
189 %
|
Non-Operational
Expenses
|
3,814
|
2,084
|
1,730
|
83 %
|
|
9,640
|
4,882
|
4,758
|
97 %
|
Net Loss
|
(2,665)
|
(2,227)
|
(438)
|
-20 %
|
|
(7,092)
|
(5,116)
|
(1,976)
|
-39 %
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
1,314
|
(143)
|
1,457
|
N/A
|
|
2,713
|
(90)
|
2,803
|
N/A
|
Adjusted EBITDA
%
|
13.7 %
|
-4.7 %
|
|
18.4 %
|
|
15.0 %
|
|
|
16.7 %
|
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 four 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 rollout of our sales and business development plans,
which typically takes six to twelve months. In 2022, we are
expecting 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 versus
private in 2021.
Corporate Update
Following quarter end, the Company strategically transitioned
the cross-selling revenue responsibility to the business unit
management teams and reinvested the funds in sales and marketing at
that level. As a result, the Chief Revenue Officer ("CRO") role at
the Corporate level has been eliminated.
"As a co-founder of Pluribus, Tim
Lindsay has been involved since the very beginning when
Pluribus was only an idea. Over the past four years as CRO, he
worked closely with the management of the acquired companies to
develop effective sales strategies and we are starting to see that
growth in the business units. I would like to thank him for his
contribution and wish him best of luck in his next endeavour where
I am sure he will bring a similar level of success," said
Richard Adair, CEO of Pluribus
Technologies.
Conference Call Details
Pluribus' management team will host a conference call to discuss
its fiscal 2022 second quarter financial results on Tuesday, August 30, 2022.
Date: Tuesday, August 30, 2022
Time: 8:30 am EDT
Dial-In Numbers: (416) 764-8650 or (888) 664-6383
Conference ID: 25292436
Webcast: Available on the Events & Presentations
page of the Company's investor website
Replay: (416) 764-8677 or (888) 390-0541 (playback
code: 292436#) – available until midnight (EDT) on September 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 for the
three months ended June 30, 2022.
|
Three
Months
|
|
Six
Months
|
For the period ended
June 30,
|
2022
|
2021
|
Var
|
Var
|
|
2022
|
2021
|
Var
|
Var
|
|
$
|
$
|
$
|
%
|
|
$
|
$
|
$
|
%
|
|
|
|
|
|
|
|
|
|
|
Total
Revenue
|
9,584
|
3,041
|
6,543
|
215 %
|
|
18,082
|
5,250
|
12,832
|
244 %
|
|
|
|
|
|
|
|
|
|
|
Net loss for the
year
|
(2,665)
|
(2,227)
|
(438)
|
-20 %
|
|
(7,092)
|
(5,116)
|
(1,976)
|
-39 %
|
|
|
|
|
|
|
|
|
|
|
Acquisition
costs
|
938
|
509
|
429
|
84 %
|
|
2,536
|
736
|
1,800
|
244 %
|
Transition
costs
|
(48)
|
214
|
(262)
|
N/A
|
|
1,665
|
782
|
883
|
113 %
|
Amortization and
depreciation
|
1,322
|
392
|
930
|
237 %
|
|
2,521
|
651
|
1,870
|
287 %
|
Share-based
compensation
|
483
|
12
|
471
|
3990 %
|
|
1,279
|
23
|
1,256
|
5461 %
|
Loss from change of
fair value of financial liabilities
|
—
|
932
|
(932)
|
-100 %
|
|
9
|
2,453
|
(2,444)
|
-100 %
|
Loss (gain) on
revaluation of contingent consideration
|
—
|
(5)
|
5
|
N/A
|
|
—
|
(31)
|
31
|
N/A
|
Finance expense,
net
|
671
|
197
|
474
|
241 %
|
|
1,006
|
270
|
736
|
273 %
|
Foreign exchange
loss
|
448
|
(167)
|
615
|
N/A
|
|
624
|
(2)
|
626
|
N/A
|
Income tax
expense
|
165
|
—
|
165
|
N/A
|
|
165
|
144
|
21
|
15 %
|
|
|
|
|
|
|
|
|
|
|
Total
Adjustments
|
3,979
|
2,084
|
1,895
|
91 %
|
|
9,805
|
5,026
|
4,779
|
95 %
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EBITDA
|
1,314
|
(143)
|
1,457
|
N/A
|
|
2,713
|
(90)
|
2,803
|
N/A
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
%
|
13.7 %
|
-4.7 %
|
|
18.4 %
|
|
15.0 %
|
-1.7 %
|
|
16.7 %
|
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
favourable 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 favourable 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.
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.
|
SOURCE Pluribus Technologies Corp.