Pluribus Technologies Corp. Announces Q1 2022 Financial Results

First Quarter Highlighted by Two Acquisitions and Formation of The Learning Network to Support Growth and Operational Efficiencies in the eLearning Vertical

TORONTO, May 30, 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 first quarter ended March 31, 2022. The Company's condensed consolidated interim financial statements and accompanying notes for the quarters ended March 31, 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 first quarter we commenced trading on the TSX Venture exchange and, with the RTO and related financing behind us, resumed our acquisition program closing two acquisitions, plus a further two subsequent to quarter-end using our new credit facilities," said Richard Adair, CEO of Pluribus Technologies. "Our results this quarter reflect the impact of the seven acquisitions we have completed within the past 12 months although we don't see a meaningful impact from Kesson and Social5 until we execute on our integration plan. Looking ahead, we remain focused on maintaining our transaction cadence established in 2021 through the end of the second quarter and while also integrating each of our new portfolio companies to help support further cross-selling opportunities and synergies across the business."

Selected Financial Highlights for the First Quarter

• Revenue for the three months ended March 31, 2022 increased by 285% reflecting the five acquisitions completed during 2021 and a limited contribution from the two transactions completed in the early part of 2022.
• Adjusted EBITDA¹ for the three months ended March 31, 2022 was $1.4 million, up from $0.05 million in the comparative period a year ago. The increase in Adjusted EBITDA primarily reflects the contribution from the five acquisitions closed during 2021, net of higher corporate costs.
• Net loss for the three months ended March 31, 2022 was $4.3 million, up from $2.8 million in the first quarter of 2021. The increase in net loss was driven primarily by higher non-operational expenses, specifically costs for the acquisitions completed during the quarter and transaction costs relating to the RTO process and related financings.
• Cash on hand on March 31, 2022, amounted to $2.7 million compared to $1.7 million on December 31, 2021.
• The Company raised $25 million through an RTO Financing. The Company's cash balance reflects the use of cash to finance acquisitions completed in the first quarter and repayment of vendor financing and preferred share obligations. Subsequent to quarter end, the Company drew funds from its new credit facility (see below) to partially fund the acquisitions completed during the quarter.

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 Recent Highlights

• Commenced trading on the TSXV on January 19, 2022.
• Completed acquisition of the Kesson Group, Pluribus' sixth in the eLearning vertical.
• Completed acquisition of Social5, a social media marketing company, Pluribus' second in the eCommerce vertical.
• 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.
• Expanded eLearning portfolio with the acquisition of Tortal Training.
• 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
For the period ended March 31,	2022	2021	Var	Var
	$	$	$	%
Revenue	8,498	2,209	6,289	285%
Gross Profit	5,697	1,543	4,154	269%
Operating Expenses	4,298	1,490	2,808	189%
Non-Operational Expenses	5,826	2,798	3,028	108%
Net Loss	(4,310)	(2,778)	(1,532)	N/A
Adjusted EBITDA	1,399	53	1,346	N/A
Adjusted EBITDA %	16.5%	2.4%		14.0%

Outlook

Pluribus is currently focused on four verticals: eLearning, eCommerce, Health Tech 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 roll out of our sales and business development plans, which typically takes six to 12 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.

Conference Call Details

Pluribus' management team will host a conference call to discuss its fiscal 2022 first quarter financial results on Tuesday, May 31, 2022.

Date: Tuesday, May 31, 2022
Time: 8:30 am EDT
Dial-In Numbers: [phone] or [phone]
Conference ID: 01429246
Webcast: Available on the Events & Presentations page of the Company's investor website
Replay: [phone] or [phone] (playback code: 429246#) – available until midnight (EDT) on June 7, 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 March 31, 2022.

	Three Months
For the period ended March 31,	2022	2021	Var	Var
	$	$	$	%
Total Revenue	8,498	2,209	6,289	285%
Net loss for the year	(4,310)	(2,778)	(1,532)	-55%
Acquisition costs	1,598	227	1,371	603%
Transition costs	1,713	568	1,145	202%
Amortization and depreciation	1,199	259	940	363%
Share-based compensation	796	11	785	N/A
Loss from change of fair value of financial liabilities	9	1,521	(1,512)	-99%
Loss (gain) on revaluation of contingent consideration	—	(26)	26	-100%
Finance expense, net	335	73	262	357%
Foreign exchange loss	176	165	11	7%
Income tax expense	(117)	33	(150)	-454%
Total Adjustments	5,709	2,831	2,878	102%
Adjusted EBITDA	1,399	53	1,346	N/A
Adjusted EBITDA %	16.5%	2.4%		14.0%

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.

SOURCE Pluribus Technologies Corp.

Craig Armitage, LodeRock Advisors, [email protected], [phone]; Richard Adair, Chief Executive Officer, Pluribus Technologies Corp., 1 [phone]