Earnings Transcript for DOCRF - Q1 Fiscal Year 2022

Operator: Good morning, and welcome to CloudMD's Q1 2022 Earnings Conference Call and Webinar. My name is , and I will be your conference facilitator today. As a reminder, this conference call is being recorded. All lines have been placed on mute to prevent any background noise. After the speakers' remarks, there will be a question-and-answer period. Thank you. It is now my pleasure to turn the call over to Julia Becker, Vice President, Investor Relations, with opening remarks.

Julia Becker: Thank you, Gigi, and good morning everyone. Thank you for joining us for our Q1 2022 conference call and webinar. We'll start the call with Interim CEO and President, Karen Adams, followed by our Interim CFO, Sean Carr, who will provide a recap of the company's first quarter 2022 financial results before opening up for a question-and-answer period with our covering analysts. A friendly reminder, that today's discussion contains certain forward-looking information, which involves inherent risks and uncertainties and other factors that could cause actual results to differ materially from management's current expectations. Forward-looking information should not be interpreted as insurances of future performance or results. The risks related to forward-looking information are described in the company's MDNA, which is available on SEDAR. We encourage you to review our public disclosure in the context of all the forward-looking information that you may hear today during this earnings conference call. Investors are cautioned not to place undue reliance on such forward-looking information, and that such information is considered reasonable based on information available to management as of today. However, the company disclaims any intention or obligation to update or review any forward-looking information as a result of new information, future events, or for any other reason, except to the extent required by law. With that, it is my pleasure to turn the call over to Karen Adams. Karen?

Operator: Please remain on the line. Your conference will resume shortly.

Julia Becker: Apologies, everyone. It appears that we've had some technical difficulties, and Karen Adams and Sean Carr have been disconnected. But they are rejoining the conference call momentarily. Thanks again for your patience.

Operator: Pardon me. Karen Adams has rejoined. You may proceed.

Karen Adams: Julia?

Julia Becker: Karen, the floor is yours.

Karen Adams: Thank you very much. We apologize for the technical difficulties and being put back into some music, instead of being able to deliver the results. So, here we go. Good morning and thank you for joining. Last night, we released our Q1 2022 financial results. I will review some highlights from the first quarter and progress on some key strategic initiatives. I will then ask Sean Carr to provide more details on the financials. We had solid performance in Q1 reflective of our ability to execute on key strategic initiatives. In the first quarter, we delivered $41.4 million of revenue, a 372% year-over-year increase. We also delivered improved gross margins of 32.5%, strong cost management, and realized synergies from the acquisition of MindBeacon. In Q1, we created further operational efficiencies and preserved cash flow, which we will address later in this call. I would like to spend a few minutes on strategy. As you may recall in 2021, we required well-established and proven entities to create our transformational Connected Care program. This has resulted in our ability to provide the widest breadth of healthcare capabilities. We now also have one of the largest clinical networks, with over 51 professionals and over 54 sub-specialties. This is key proof point of being able to support individuals' mental and physical health needs. In 2022, we remain focused on profitable execution through specific initiatives that will optimize and strengthen our business. We have aligned cross-functional teams in the organization around the following strategic initiatives. One, maximizing the performance of our assets; two, integrating and streamlining operations to recognize cost savings through further synergies; and three, organic growth. Our success depends on profitable execution, operational efficiency, generating positive cash flow, and top line growth. We are anchoring to profitability, and our strategic initiatives will help to ensure that success. I am happy to report that the team has already made significant progress against the strategic initiatives I just mentioned. Over the last six months, we have repeatedly focused on integrating our offering to lead the market in delivering personalized healthcare that meets the needs of individuals and provide a return on investment for payers. We are focused on maximizing profitability for our core business, which is EHS, Enterprise Health Solutions, supported by DHS, Digital Health Solutions. We are doing a strategic review with intent to divest small non-core assets. This will enable us to focus on a long-term growth strategy to integrate all our core assets to support our comprehensive integrated service offering. Optimization through integration in order to standardize processes and leverage capability has been another key priority for us. As you can imagine, consolidating technology platforms has been very important as we had many independent platforms from our numerous acquisitions. The team is currently consolidating our financial systems to enable better, more streamlined financial reporting, analysis, and governance. Along with the financial platforms, we are optimizing the product technology platforms. By doing this, we can better manage and collect the data and metrics within these platforms and provide our clinical network with the best analytics to improve health outcomes and improve the member experience. On January 14 of this year, we closed the MindBeacon acquisition and used this opportunity to do a comprehensive review of our entire business with a lens on improving overall member experience, and from a financial perspective, improving long-term gross margin and sustainable profitability. Through this process, we not only created a stronger business model, but we identified $7.5 million in cost reductions that will be realized throughout 2022. Our cost optimization success to date was achieved by leveraging talent across CloudMD and integrating capabilities to maximize scale and user experience. I would like to reiterate that this is not just about cutting costs, it's about providing better access, better care, and a better experience for the users, the payers, and our clinical provider network. Throughout the year, we will continue to focus on cost reduction and the ability to drive margin expansion through lowering client acquisition costs, improve use of our national clinical provider network, and streamlined operational functions through integrated metrics. The next strategic initiative I'd like to address is maximizing the performance of our assets. This is also key to creating shareholder value and achieving operational excellence. We have built an ecosystem of services that employers have typically had to purchase from multiple vendors. Our business is to provide those services not as programs, but as care pathways that empower individuals to take control of their own health journey. We are now able to create value through a comprehensive treatment for mental health. The addition of MindBeacon enables us to offer comprehensive mental health solutions with the addition of a comprehensive clinical network, iCBT, and a clinically proven therapist-led program. Individuals who have access to our program will now be navigated to a personal care plan that will best support resolving their mental and health issues using iCBT, traditional EFAP offerings, and mental health coaching. We are in the process of fully integrating iCBT into our employee and family assistance program as part of our overall mental health offering. Therapists in our employee assistance program now have multiple treatment options to empower individuals and provide the right treatment for their needs. iCBT provides patients with the opportunity to engage in therapy at a time and location that is convenient for them. It has proven clinical efficacy and is a more cost-effective delivery modality. It is a strong addition to our employer health solution and enhances the patient's experience as they get the right treatment during their care journey. We have also made mental health treatment options available in our absence services programs, where we're seeing mental health claims rising and significant absenteeism as people await treatment. We feel confident that our capabilities enable us to maximize performance of mental health services, and create value for members and our clinical network. Integrating capabilities though is not enough to be a leader in this market. Last week, we announced the launch of Kii, Personalized and Connected Care, the new brand identity and our transformational integrated health platform. Kii represents the strategy we embarked upon last year that focused on proven industry capabilities and integrating them into a comprehensive offering instead of a traditional transaction and siloed program. The Kii promises to provide personalized care, a key enabler to an individual engaging in their health and wellbeing. Kii empowers individuals to take control of their health and engages them in a modality of care best suited to their needs. Kii is a program that enables individuals to receive mental and physical health information through a digital experience or through our nurse-led call center to connect with care plans tailored to the individual's preferences and needs. Unlike traditional providers, we don't face the common barriers of limited access options such as debating which group benefits program someone should use, lengthy wait time, or undersized provider network. Kii reinvents these areas by using personalized intake and navigation services from various touch points including in personal, virtual appointments, phones, video sessions, and guided or self-guided experiences. We are also using our core capabilities in connected programs to support the issues of rising mental health issues impacting disability and employee absenteeism. We recently onboarded a new client; a healthcare service provider, that was concerned with the burnout of individuals in their organization. In the first 35 cases, we received using our nurse care navigators we reduced the average disability duration by 73% by connecting them to the right treatment modality and provider. An employer can directly attribute the number of work hour saved which in turn creates a very simple return on investment data. I would like to provide one other example. We recently won a contract with a property and casualty insurer to offer assessment and treatment plan in a more proactive way to those injured in a car accident and suffering from mental health issues. This approach demonstrates the insurer's desire to accessing care and return to function and the ability to ensure that costs are deployed correctly. We provide members with a personalized experience how, when, and where they want it. This approach empowers the member and produces positive outcome. We believe this is very important differentiator and a key to our success. Next I would like to briefly address the digital health services division which plays a large role in increasing our operational performance. This division has capabilities that focus on proprietary healthcare technology solution that support and empower practitioners and healthcare professional to streamline and better manage their businesses. Our digital health solutions play an important role in Kii, and create value for the user, our clients, therapist, and provider network. It enables the infrastructure and support of interoperability creating a seamless user experience and ensures both privacy and security. The underlying technology embedded into the Kii platform includes our patented real time intervention platform enabling the transfer of consistent and secure data as well as ecommerce distribution of eyewear propriety electronic medical directions, the patient portal with online booking, scheduling, and telemedicine support, and our educational platform. Our ability to move data with the individual creates a better experience and ables to report on health outcome. The health data is important to the treatment provider because it enables the person to stay engaged in managing their health and provides an opportunity to report on progressive measurement critical to return on investment. Without these technology solutions, we would not be able to connect our healthcare services scale or growth. The last to strategic initiative I will address is organic growth, which is the market adoption of the innovative services and programs we provide. In this portal, we onboarded over 200 customers representing over 55,000 new lives with clients across industry sectors switching from legacy provider to CloudMD enterprise health solution. Notable wins include a North American transportation and logistics company, a large Canadian teacher's union, a leading Canadian financial institution, one of Canada's largest specialty clothing retailers with over 200 stores. Our consulting services require new big mandates in EHS and DHS, strengthening our relationships for clients as we address health issues in their organization. We will continue to see growth in these consulting services in this area in the coming quarters. In addition to educate prospective clients, a key driver for organic growth is our ability to support our strong, loyal, client base of organization of all sizes and over 500 blue chips companies. Through our partnerships, we are emphasizing the importance of benefits of offering our full-spectrum of mental and physical services to their employees whether they are at work, on casual absenteeism, or on disability. In Q1, we formalized our cross-sell and our commercialization strategy. We have centralized a complete client database into one connected customer relationship management system. Currently, a significant portion of our sales pipeline is already using multiple healthcare services. And as we continue to position Kii in the market, we expect to accelerate and increase the adoption of clients utilizing our integrated multiple services offering. A brief comment on our commitment to our governance structure, as previously announced, we welcome Duncan Hannay and Gaston Taño to our board. We have a strong pipeline of candidates and look forward to welcoming some additional members over the coming quarters to the board. I'm extremely proud of the team's ability to leverage our capability to ensure we continue to revolve our core products supporting individuals and employee's health issues. We have a strategic plan that our team will execute on. We continue to attract tough talents and clients to team CloudMD. We know these will help us drive top line and bottom line growth in the quarters and years ahead, and I'm very confident in that outcome. With that, I will ask Sean Carr to provide the Q1 financial overview.

Sean Carr: Thank you, Karen. Overall, we reported a solid Q1 financial result with a clear path to profitability and strong roadmap for growth. Q1 2022 total revenue was $41.4 million, compared to $8.8 million in Q1 2021, which represents 372% year-over-year growth. Revenue increased 7% sequentially from Q4 revenue of $38.7 million. The growth compared to Q4 2021 is primarily attributable to the consolidation of MindBeacon in the CloudMD's results and organic growth from the --

Operator: Please remain on the line. Your conference will resume shortly. Again, please remain on the line. Your conference will resume shortly. Our speakers are now back. You may continue with your presentation.

Sean Carr: I'd apologize that we had the interruption. So, I will just begin again. And I'm repeating my thoughts. Overall, we reported a solid Q1 financial result with a clear path to profitability and strong roadmap for growth. Q1 2022 total revenue was $41.4 million, compared to $8.8 million in Q1 2021, which represents 372% year-over-year growth. Revenue increased 7% sequentially from Q4 revenue of $38.7 million. The growth compared to Q4 2021 is primarily attributable to the consolidation of MindBeacon in the CloudMD's results and organic growth from the Employee Health Solutions EHS division, offset by a decline in Digital Health Solutions DHS due to previously discussed division post supplier issues. Enterprise Health Solutions contributed $26 million to the quarter compared to $18.6 million in Q4. The sequential growth was driven by inorganic growth from the consolidation of MindBeacon, which we closed on January 14, and organic growth from new contract wins and contract expansions with service add-on. In Q2, our EHS division will be slightly impacted by lower fee-for-service revenue than we had in the first quarter of 2022, which we expect to make up over the remainder of the year. Within the quarter, we generated some additional revenues related to COVID-19 service contracts that are winding down. Our fee-for-service business does experience some quarter-to-quarter fluctuations depending on opportunities and client needs for additional service delivery. Digital Health Solutions generated $5.6 million in revenue compared to $10.2 million in Q4 2021. As we talked about last quarter, sales through VisionPros were disrupted as we conduct a full review of the business before re-signing contracts in Q2 for sales expected to start in late Q2. The other decline as we forecasted was in our IDYA4 business which due to the nature of servicing large government contracts is typically seasonally weighted to the fourth quarter. Clinic services and pharmacy division was down marginally but continues to be a steady contributor with $9.7 million in revenue during the quarter. Gross profit in the quarter was approximately 32.5%, an increase of 250 basis points compared to Q4 2021 margins of 30% and Q1 2021 gross margins of 40.9%. The lower year-over-year gross profit margins were primarily due to the revenue mix in the periods. The company's online Vision Care platform and patient support programs are lower margin businesses and we're not in the comparative period. While we expect some fluctuations in gross margins quarter-to-quarter due to the seasonality and variations in sales mix, we continue to expect a low to mid-30% gross margin in the near-term with expectations of margin expansion as we exit 2022 due to the integration work we're completing. As you will hear us repeat on each conference call this year, synergies, efficiencies, and cost control are key focus areas which will drive both gross margin and EBITDA margin expansion. Our focus is on profitability, cash generation and a solid base that allows us to scale. Since closing the MindBeacon acquisition, we've made significant progress on reducing redundant or overlapping costs and streamlining our operations. We expect strong profitability improvement over the year. With that said, there will be some fluctuations, as the timing between hiring staff to support critical projects like the launch of Kii comes before the acceleration in sales. Net loss in Q1 2022 was $5.6 million or $0.02 a share compared to a loss of $15.1 million or $0.06 per share in Q4 2021, and a loss of $5.3 million or $0.03 a share in Q1 2021. The year-over-year increase in net loss was primarily due to additional expenses incurred to support the company's growth strategy. The company is highly focused on profitable growth and generating positive net profit is a key objective of the company. Our adjusted EBITDA loss was $1.6 million in Q1 2022 compared to a gain of $0.6 million in Q4 2021 and a loss of $1.6 million in Q1 2021. The company took a step back in the quarter due to the slightly higher run rate costs of MindBeacon, which was acquired in January 2022. We remain on track to being EBITDA positive in Q4 2022 and have made significant progress towards exceeding the planned acquisition synergies. We ended the quarter with $46.9 million in cash on hand. With our improving cash flow profile expected throughout 2022 and our significant cash on hand, we feel very good about the resources we have available to execute our strategy and continue to grow CloudMD for our shareholders. With that, I will pass it back to Karen.

Karen Adams: Thank you, Sean. And I want to apologize everyone for our consistent being kicked out of our own conference call; so, sorry about that. In closing, the management team and myself are pleased with the start to 2022. We are focused on value creation and believe the strategic priorities are aligned with it. We have established the KPIs and key capabilities that will enable us to deliver sustainable long-term growth for the top and bottom line. The team will remain on track with the delivery of value creation in the work stream. We look forward to continuing to update you on our progress. We can now address any questions you may have. I will turn it back to Gigi to open the lines.

Operator: Our first question comes from the line of Rob Goff from Echelon. Your line is now open.

Rob Goff: Thank you for taking my questions, and good morning.

Karen Adams: Good morning, Rob.

Sean Carr: Good morning.

Rob Goff: And congrats on beating the consensus. My first question would be on the EHS. Can you talk to your ability to differentiate yourself in what could be seen as a competitive marketplace, and your ability to scale up with navigator?

Karen Adams: Sure. So, thank you for the question, Rob. So, I would say that, over the last couple of decades, the employer health market has really started to ramp up with people offering services. And I think those services have been a welcome addition to be able to help support the mental and physical health issues that employees face, that cost employers a ton of money when people don't show up for work or access disability costs. I think the differentiator for us is really taking those years and years of experience and very thoughtfully and methodically finding those capabilities that offer the highest potential to have a return on investment and make people feel better and feel healthy, bringing those together into one solution so that it takes the guesswork out of where an individual has to go to resolve their issue. And I think the other thing I would say, this is very important to us and I think a differentiator, and I mentioned in my script, is that there are -- we have about just over 5,000 people in our network, but it's just not clinicians; we have physiotherapists, we have podiatrists, we have orthopedic surgeons. And so that network coupled with our choice of digital or in-person or how they choose to receive the service and when is really how we see ourselves as a differentiator. We don't push people into one lane or only have one line of service. Your question with regards to the nurse navigators, I think the nurse navigators, I think the nurse navigators, the scalability of the nurse navigator comes with the solutions that surround the nurse navigators, and they are really our triage people. They help guide people who need the support to make decisions around preferences, types of services to access; perhaps they are not clear on what their issue is. So, it's really providing that clarity. And then it's up to our -- the real scalability is our network providers who actually perform the treatments or our iCBT programs -- our digital programs that engage the individual based on their preferences. Does that answer your question, Rob?

Rob Goff: Yes, it does. And if I may have one follow up?

Karen Adams: Sure.

Rob Goff: You talked to the cost efficiencies with respect to MindBeacon. Could you talk to your strategies on realizing cross-selling synergies associated with the capabilities of MindBeacon?

Karen Adams: Yes, so there's two parts to that, I would say. So, one of the reasons that we were very excited to bring MindBeacon into Cloud was the MindBeacon clinically proven iCBT program is industry-leading, both from its deployments and its results that people get in using the program. We have demonstrated results in improvement in depression and anxiety using the iCBT program. Then couple on top of it the therapist-led program, where people can have a little of both. They can have the experience digitally, and then be supported with a therapist. And if we truly were going to live up to our value proposition in the mental health in being able to solve the mental health issues people have, we needed that wide spectrum. So, we have taken the iCBT program, it is now included in our mental health support solution. So, our team is selling that both the prospective clients and also to our wide client base that we have in our other services. And then the last thing I would say about that is on a standalone basis in our EAP services, you now have the opportunity to receive the iCBT as part of the EAP. So, it's really been really integrated so that a navigator can understand what is the person's health issue, what is their preference, what is their learning style, matching that so that we get the person into the right program, and we get them to return to function. And that's -- I think that's a key differentiator for us in the marketplace, as to rather than leaving MindBeacon as a separate entity on its own.

Rob Goff: Great, thank you.

Karen Adams: Thanks, Rob, for the questions.

Operator: Thank you. Our next question comes from the line of Prasath Pandurangan from Bloom Burton. Your line is now open.

Prasath Pandurangan: Hi, good morning. Thanks for taking my questions. I have a couple of them, both related to past acquisitions and the integration process. First, how much of the $7.5 million cost synergies have already been realized and what remains to be realized in the rest of the year? And second, could you quantify the change in earn-out obligations as you value them currently versus your base case estimates when you acquired these businesses?

Sean Carr: Yes, I would say with respect to our synergies, that probably the easiest way to follow that is just watch our EBITDA, we'd got a loss of $4.3 million in the first quarter, and we're going to cash flow positivity by the end of the year. So, if you match that progression, that's really the synergies that we are realizing over the course of the 12-month period. That's probably the easiest way to flow it. And so if you follow our reported results in Q1, 2, 3, and to cash flow positivity in Q4, you will see the recovery of those synergies. With respect to the earn-outs, the earn-outs are, in most cases, tied to our stock price as of the date of acquisition. So, we're issuing -- it's really almost a non-cash instance in that we're issuing equity as opposed to paying cash out. So, although it sits as a contingent liability on our balance sheet, it really is a non-cash, as an equity issuance, and is generally at the issuance price at the time of acquisition. So, it's based on the price at the time of acquisition.

Prasath Pandurangan: Great, thank you.

Karen Adams: Thank you for the question.

Operator: Thank you. Our next question comes from the line of Yue Ma from Research Capital. Your line is now open.

Yue Ma: Hey, good morning. That was a good quarter, and thanks for taking my question, I just have one here. You talk about the strategic review of smaller non-core assets. I was wondering if you could briefly talk about what those assets are and normally how much revenue they contributed in the last several quarters. Thank you.

Karen Adams: So, thank you very much, Toby, for that question. So, we are under review right now. So, I think what we have done is we have taken a look at what is our core business, and as we've talked about at length today, the Enterprise Health division, as it supports individuals' mental and physical health, underpinned by our Digital Health Solutions, that is the technology we use to drive that business, is where we are putting our focus and where we're trying to drive our profitability -- not trying, where we will drive our profitability from. And so that makes us take a look at what are the other assets that we own in the organization. And I think, relatively speaking, they're small assets; we talk about our Clinics and Pharmacy division. So, at this time, probably a better question for us to answer in Q2 as far as what specifically did the review produce and what are those assets that we are going to divest, and then we'll be able to tag exact revenue numbers to it. I'm hesitant today because these are early stages with these non-core assets. And we just need to get through the first couple of weeks of the review so that we can then be in a position to speak eloquently about it.

Yue Ma: Okay, thank you. That's very helpful.

Karen Adams: Thank you, Toby.

Operator: Thank you. Our next question comes from the line of Gabriel Leung from Beacon Securities. Your line is now open.

Gabriel Leung: Good morning, and thanks for taking my questions. Karen, just a couple of things for you first, just first, as you look at your pipeline and of opportunities over the near-term, where do you see the biggest opportunities right now? Is it with signing on new banners? Or is it in the cross sell opportunity or upsell opportunities with your existing client base? That's the first part of the question. The second part of the question is, in your preamble, you talked about provide some metrics around the onboarding of new patients and new lives. I'm curious what products, some of these are, these new customers are signing up for initially, what the most popular service might be?

Karen Adams: Perfect. Thank you for both questions. I'll take the pipeline and cross offers. So, for us, the lowest client acquisition costs and highest impact is to focus on our current clients. And I also believe it's the right thing to do from an educational perspective, which is bringing the most value to the clients that are already on board. So, I think the education process and demonstrating to them how these products work, and how they work together to solve their issues, we have the best understanding actually, of what their issues are. So, it makes the conversation of very good to have with these individual clients. So, there is a commercial team now focused on our existing clients with KPIs and measurements around our expectations of introducing clients to these services and getting the feedback, we will be in a position to announce the leader of that division in the next couple of weeks, who will be focused entirely on in the introduction of the services, then we have a separate team under a new industry leader who has come on board, who will lead the growth of new client acquisition. So, we have a multi-prong pipeline represent, I would say both sides, we are very happy with the growth in the pipeline in Q1. And we are happy with the pipeline because the pipeline represents qualified leads. So, they're not introductions, they are people who have expressed an interest in doing something different and in purchasing multiple products, so we're very excited about that. So, from a cross sell perspective, that's how we're managing the pipeline. So, equal growth on both existing clients and on new clients. We also have a couple of great distribution partners proposals. So, stay tuned for some announcements around that in the coming quarters. With respect to the new life, I would say that mental health is probably the rising problem for employers that they're trying to solve. So, I would say the majority of the 200 new clients that we brought on board had a mental health issue with their employees that they were trying to solve, or they had disability cases rising for mental health and we're looking for treatment options, or rising drug costs associated with mental health that were driving their interest. So, I would say that mental health is starting the conversation and we take every opportunity to reinforce the need to address mental and physical health, and have this healthcare navigation service as a answer for being able to truly address those concerns. So, I don't know does that solve both questions for you?

Gabriel Leung: No, that's a really helpful feedback for sure. My next question is probably more for Sean. When you look in the EHS side of the business, can you give us a sense of what proportion of revenues is more subscription PMPM base versus let's call it, non-recurring assessments or test type work, which might experience a bit more volatility?

Sean Carr: I would say it's probably about 50

Gabriel Leung: Got you. And on the non-recurring services side, I guess in the EHS side, is there some sort of predictability or is it truly any seasonality? How should we think about that as we model the business going forward?

Sean Carr: Yes, I mean it's -- when we think of the COVID revenue, I mean that's an opportunity. So, obviously, it's a demand there and we filled the demand.

Karen Adams: So, I think there's two other factors though in the fee-for-service revenue is that there are two different types of fee-for-service. So, we have what we call our consulting services or a special project where an employer has an issue in the workplace and they embark on our medical practitioners to help solve everything. Think about everything from health risk assessments, or perhaps helping a manufacturing company, understand some rising incidence rates in the workers comp and getting some medical consultation. That is basically loyalty based business where we get to understand those projects, because we're working with the client on other initiatives, I think on our disability and on our independent medical business, it is about, there is a expectation within an employer based on their previous history of number of cases, just like an insurance company establishes premiums for disability, we look at what is the trend, and we know there's an expectation of those disability cases coming in. So, we use historical data to predict that future revenue, and we stop accordingly to that revenue. Does that make sense?

Gabriel Leung: Yes, that's really helpful to put some context. Thank you for sure. One last question, just as a voice for U.S., anything you can provide in terms of the plans down there, what sort of the early traction you've gotten, either with MindBeacon or with IDYA4?

Karen Adams: Yes, so IDYA4 I think we announced a few new contracts that they got in Q4, those contracts are multi-year contracts. So, they are in the process now of implementation of those contracts. Their pipeline is still, I would say robust on, they have a longer sales cycle time in IDYA4 but we are confident with those contracts that we won in Q4 that we're going to start to see the revenue flow on those contracts. With regards to the broader business in the U.S., you may recall that we through our benchmark organization just launched our remote patient monitoring program. So, we are now selling a remote patient monitoring program to healthcare providers. And we're seeing some traction on that. With regards to the EHS division, and specifically for EHS in its current state is highly support on the mental health, we're seeing customer retention in the Harmony business, which is fantastic. And we have launched our mental health coaching product in the U.S., whereby we have a strong pipeline, longer sales cycle time in the U.S. But that's also because we don't have as large a book of business with our Enterprise Health Solutions division as we do in Canada. So, and then I guess, the last comment I would make is we are currently looking at our sales strategy in the U.S., and looking at how to deploy our U.S. strategy in a way that is efficient for our customer acquisition costs. Our ICBT program is has been modified to be able to work in the U.S. And we're looking at a launch of that in the summertime in the U.S. as a key program to augment our mental health coaching. Does that help?

Gabriel Leung: Got you, that was great. Thank you. Thanks for the feedback, and congrats on the progress.

Karen Adams: Thank you so much. Appreciate that.

Operator: Thank you. Our next question comes from the line of Nick Agostino from Laurentian Bank. Your line is now open.

Nick Agostino: Yes, good morning, I guess two questions from me first, on the MindBeacon, looking at the -- looks like it contributed about $6.4 million in the quarter. So, certainly more than I was expecting and it looks like the Q1 run rate, you had for the full-year, or for the full quarter would have been somewhere around $7.3 million. So, I'm just wondering, how did that -- how did MindBeacon perform in the quarter relative to your expectations and maybe relative to MindBeacon's own expectations? Was there anything one-off that that maybe drove that strength? And then secondly, how should we look at seasonality when it comes to MindBeacon revenues for the rest of the year?

Karen Adams: Let me take a stab at one part and then Sean can help on the other part. First of all, I don't think there is seasonality for MindBeacon. The good news, the good news, bad news is mental health claims are rising, mental health issues are rising and coming out of the pandemic we're seeing more mental health and anxiety issues that people have to try to return to normal, travel, going back to work, hybrid workplace, dealing with family issues. So, we're fortunate that we have the comprehensive solution that can deal with those things that then mitigate seasonality in the mental health and please remember, I said that the MindBeacon is going to be integrated into our mental health support services offering. So, the growth that we see in our EAP or in our mental health coaching will include the iCBT portion and the therapist led in the clinic. So, we're very optimistic about its ability to drive value to the clients and the user experience. With regards to the revenue expectations, I would say that we were pleased with the revenue expectations of MindBeacon. They satisfied with we felt we expected. So, I would say it was on course for what we expected. Don't forget that the last publicly announced MindBeacon would have been in Q3 and they closed Harmony in Q4. So, we had the benefit of the Harmony the U.S. offering in our financial results for Q1. Did that answer your question, Nick?

Nick Agostino: Yes, it does. Thank you.

Karen Adams: Thank you for the question.

Nick Agostino: And then my second question just to kind of better understand your short-term focus on the company. It sounds like it's all about integration of all the assets, focus on organic growth, and driving the KPIs. I mean just wondering -- and of course, there is some small asset divestitures. Given the strong balance sheet that you guys currently have, where does M&A sit for you guys for 2022? Is it something that is of equal importance as it was historically? Or is it something that's going to take a backseat for 2022? And then, maybe longer term regardless of where you look at M&A for this year when you look at the business and the focus more on the EHS side of things, are there any pieces from an M&A perspective that you think you might need to acquire down the road, or is that something you will ?

Karen Adams: That's a great question. So, mergers and acquisitions are always an important -- should be and always should be for any company an important variable. For CloudMD, the good news is we have delivered about the capabilities we wanted to buy and we have those capabilities. So, I wanted to be clear that those capabilities are really foundational to us. The M&A activity that we'd be interested in could be geography oriented. It could be large client base oriented. It could be perhaps an adjacent capability that might draw an employee engagement or something like that. It would fit within our story and would give us an immediate lift to something we are doing. We do have an executive on our team, John Plunkett, who is in-charge of our corporate strategy and our M&A activity. I think one of the things that's important to note is we just completed an exercise on our strategy in March and April. We are finalizing that strategy -- our corporate strategy update that will drive those decisions around M&A activity. So, I think I would say definitely we are not opposed to it. It's just it's got to be M&A activity that fits into our core value proposition and improves either gross margin or our bottom line or our top line. Now I think that's the decision-making that we will be making as we expand and grow. So, I know that's not a decisive looking for this particular thing. I would say that we are going to fit it within the strategy. And probably what would be a good idea is for you to call -- will invite John Plunkett to the call to talk more about the corporate strategy maybe and our M&A activity. If that's -- I think that's probably of interest to people, so that might be a good conversation Q2.

Nick Agostino: Okay, thank you for that.

Karen Adams: Thank you for the questions, Nick, very appreciative.

Operator: Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.