SEB Smart Employee Benefits Inc

Smart Employee Benefits Inc. (“SEB” or the “Company”) (TSXV: SEB) today reports its financial results for the third quarter of 2020.

States John McKimm, President/CEO/CIO of Smart Employee Benefits Inc.:“Adjusted EBITDA and EBITDA improved significantly for the third quarter, 2020 over the comparable period the previous year, after adjustment of the one-time Gain on sale of assets recorded in the third quarter, 2019. The gross margin percentage improved by 3.5% from the second quarter, 2020 and 3.4% from the same period the previous year. Operating costs reduction initiatives led to the year over year improvement in cost structure of approximately $1,227,496 quarter over quarter and $3,585,015, for the nine months year to date 2020 compared to 2019.These savings are expected to be permanent and reach over $4.0M annually.

EBITDA (adjusted for the one-time Gain on sale of assets recorded in the third quarter of 2019) improved by $453,491 in the third quarter to a positive $491,133 from a positive $37,642 and Adjusted EBITDA improved by $918,518 to a positive $1,093,778 from a positive $175,260 in the same period the previous year. The improvement is attributed to a combination of company wide cost reduction initiatives, COVID-19 related government wage subsidies received in the Technology Division and revenue growth in the Benefits Division.

SEB has made significant investments in both the Technology and Benefits Divisions since the Company’s inception. Building the infrastructure, while a time consuming and costly process, has created significant contract backlog with blue chip and government clientele and strong strategic partnerships in both divisions. As a result, the Technology Division (“TD”) currently experienced a positive $2,824,687 of EBITDA in the first 9 months versus $2,059,776 the previous year. The Benefits Division (“BD”) experienced a positive $854,008 versus a negative $2,202,100 the same period the previous year. This trend is expected to continue in last quarter of 2020.

The TD has historically been cash flow positive and net new business wins remain strong. The BD is just now becoming cash flow positive after huge investment in technology/infrastructure and is expected to have continued strong sustainable growth going forward. Signed contracts (backlog, evergreen, option years), based on a 5-year time frame are valued at over $400M.

COVID-19 has led to demand for our BD solutions, including our “online medical care partnerships”. In our TD, a portion of our revenues are at risk near term, primarily those related to the project driven portion of the business and the delay of government renewals of existing contracts and the onboarding of new contracts. Budget allocations have not changed, but the expenditures have been delayed. The remaining business is largely multi-year managed services driven contracts for mission critical infrastructure and systems. On a consolidated level the company applied for COVID-19 government relief which offset the profitability loss from the decline in revenue in the TD. The remaining business has experienced stable and growing revenue and is not eligible.

The sales pipeline is the strongest it has ever been. The cost savings initiatives taken over the past several years should be fully experienced in 2020. We are anticipating improved consolidated financial performance in 2020 fiscal year vs. 2019, particularly in the BD.”

Quarterly Statements of Comprehensive Income (Loss) for the eight quarters ended August 31, 2020

		June 1, 2020 to Aug 31, 2020		Mar 1, 2020 to May 31, 2020		Dec 1, 2019 to Feb 29, 2020		Sep 1, 2019 to Nov 30, 2019		June 1, 2019 to Aug 31, 2019		Mar 1, 2019 to May 31, 2019		Dec 1, 2018 to Feb 28, 2019		Sep 1, 2018 to Nov 30, 2018 (Note 1)
Revenue		$ 14,664,966		$ 15,436,686		$ 16,520,977		$ 17,326,306		$ 16,974,918		$ 17,675,479		$ 16,506,330		$ 18,559,118
Cost of revenues		9,351,211		10,389,383		11,198,629		11,689,312		11,403,091		12,224,037		10,989,649		12,803,253
Gross Margin		5,313,755		5,047,303		5,322,348		5,636,994		5,571,827		5,451,442		5,516,681		5,755,865
Gross Margin as a % of Revenue		36.2%		32.7%		32.2%		32.5%		32.8%		30.8%		33.4%		31.0%
Salaries and other compensation costs		2,694,858		3,074,118		3,805,798		3,520,013		4,008,953		4,427,102		4,486,090		4,886,028
Professional fees		162,581		125,830		169,443		303,312		111,674		315,073		137,112		580,742
Office and general		1,362,538		1,327,462		1,403,431		1,946,928		1,275,940		1,235,608		1,819,528		1,723,510
Adjusted EBITDA		1,093,778		519,894		(56,324)		(133,259)		175,260		(526,341)		(926,049)		(1,434,415)
Investment loss (income)		-		5,807		-		(181,424)		(34,077)		-		-		-
Gain on sale of assets		-		-		-		(153,461)		(1,894,514)		-		-		-
Write down of assets		-		-		-		-		-		-		-		6,671,890
Change in fair value of contingent consideration		-		-		-		(36,094)		-		-		-		(480,374)
Share-based compensation		1,261		2,851		15,576		11,903		35,675		63,151		76,158		(171,152)
Transaction costs		601,386		64		-		(117,856)		136,021		50,000		6,437		-
EBITDA		491,133		511,172		(71,900)		343,673		1,932,156		(639,492)		(1,008,644)		(7,454,779)
Interest and financing costs		662,004		768,934		725,580		783,599		994,527		608,487		531,528		(400,582)
Income tax expense (recovery)		(18,178)		(48,374)		(3,928)		(141,521)		(451,128)		(556)		556		(1,267,024)
Depreciation and amortization		642,043		629,951		633,171		744,460		623,319		1,120,003		655,231		768,493
Depreciation of right-of-use assets		244,333		239,021		161,077		-		-		-		-		-
Net income (loss) from continuing operations		(1,039,069)		(1,078,360)		(1,587,800)		(1,042,865)		765,438		(2,367,426)		(2,195,959)		(6,555,666)
Income (Loss) from assets held for sale, net of tax		-		-		-		-		(93,799)		35,890		(312,776)		(1,432,309)
Net comprehensive income (loss)		$ (1,039,069)		$ (1,078,360)		$ (1,587,800)		$ (1,042,865)		$ 671,639		$ (2,331,536)		$ (2,508,735)		$ (7,987,974)
Attributed to non-controlling interest		(53,508)		(119,033)		(241,535)		(50,105)		(50,776)		(184,035)		155,922		(136,312)
Attributed to common shareholders		(985,561)		(959,327)		(1,346,265)		(992,760)		722,415		(2,147,501)		(2,664,657)		(7,851,662)
Total		$ (1,039,069)		$ (1,078,360)		$ (1,587,800)		$ (1,042,865)		$ 671,639		$ (2,331,536)		$ (2,508,735)		$ (7,987,974)
Note 1 - Historic quarters have been restated to reflect the operations of Paradigm Consulting Group as income from discontinued operations

Segmented Results for the year to date ended August 31, 2020 and 2019…

Smart Employee Benefits Inc.
Segmented Income Statement Detail for YTD ended August 31, 2020 (in C$)		Technology		Benefits		Corporate		Intercompany Sales/COS		Total Continuing Operations		Discontinued operations		Total Company
Revenue		$ 36,835,170		$ 11,057,019		$ -		$ (1,269,561)		$ 46,622,629		$ -		$ 46,622,629
Cost of revenues		30,519,160		1,689,623		-		(1,269,561)		30,939,223		-		30,939,223
Gross margin		6,316,011		9,367,396		-		-		15,683,406		-		15,683,406
Expenses
Salaries and other compensation costs		2,335,215		6,478,199		761,359		-		9,574,774		-		9,574,774
Office and general		1,138,939		2,017,861		936,634		-		4,093,434		-		4,093,434
Professional fees		2,005		17,328		438,520		-		457,853		-		457,853
		3,476,159		8,513,388		2,136,513		-		14,126,060		-		14,126,060
Adjusted EBITDA		2,839,852		854,008		(2,136,513)		-		1,557,346		-		1,557,346
Investment loss		-		-		5,807		-		5,807		-		5,807
Transaction costs		15,165		-		586,285		-		601,450		-		601,450
Share-based compensation		-		-		19,688		-		19,688		-		19,688
EBITDA		2,824,687		854,008		(2,748,293)		-		930,401		-		930,401
Amortization of intangible assets		9,104		239,801		1,501,692		-		1,750,597		-		1,750,597
Depreciation of equipment		78,638		74,274		1,655		-		154,567		-		154,567
Depreciation of right-of-use assets		69,334		171,454		403,644		-		644,431		-		644,431
Interest and financing costs		889,634		455,414		811,468		-		2,156,516		-		2,156,516
Income tax recovery		(9,666)		-		(60,814)		-		(70,480)		-		(70,480)
Net income (loss)		$ 1,787,643		$ (86,935)		$ (5,405,938)		$ -		$ (3,705,229)		$ -		$ (3,705,229)

…Segmented Results for the year to date ended August 31, 2020 and 2019

Smart Employee Benefits Inc.
Segmented Income Statement Detail for YTD ended August 31, 2019 (in C$)		Technology		Benefits		Corporate		Intercompany Sales/COS		Total Continuing Operations		Discontinued operations			Total Company
Revenue		$ 43,558,073		$ 9,177,620		$ -		$ (1,578,966)		$ 51,156,728		$ 13,817,603			$ 64,974,331
Cost of revenues		35,546,568		382,415		-		(1,312,206)		34,616,776		10,978,245			45,595,021
Gross margin		8,011,505		8,795,205		-		(266,760)		16,539,952		2,839,358			19,379,310
Expenses
Salaries and other compensation costs		3,953,234		8,290,319		945,352		(266,760)		12,922,145		1,014,471			13,936,616
Office and general		1,884,182		2,583,446		(136,551)		-		4,331,077		1,504,985			5,836,062
Professional fees		114,313		123,540		326,006		-		563,859		127,331			691,190
		5,951,730		10,997,305		1,134,806		(266,760)		17,817,080		2,646,787			20,463,867
Adjusted EBITDA		2,059,776		(2,202,100)		(1,134,806)		-		(1,277,128)		192,571			(1,084,557)
Investment income		-		-		(34,077)		-		(34,077)		-			(34,077)
Gain on settlement of debt		-		-		-		-		-		(472,364)			(472,364)
Gain on sale of assets		-		-		(1,894,514)		-		(1,894,514)		-			(1,894,514)
Transaction costs		-		-		192,458		-		192,458		475,438			667,896
Share-based compensation		-		-		174,983		-		174,984		-			174,984
EBITDA		2,059,776		(2,202,100)		426,344		-		284,021		189,498			473,518
Amortization of intangible assets		165,576		603,158		1,441,829		-		2,210,564		-			2,210,564
Depreciation of equipment		105,650		79,859		2,480		-		187,989		-			187,989
Interest and financing costs		1,263,681		424,091		446,770		-		2,134,542		968,869			3,103,411
Income tax recovery		(151,144)		(1,721)		(298,262)		-		(451,128)		(408,687)			(859,815)
Net income (loss)		$ 676,014		$ (3,307,487)		$ (1,166,474)		$ -		$ (3,797,947)		$ (370,685)			$ (4,168,632)

Comparative Consolidated Results for the third quarter of 2020 and 2019

		Three months ended Aug 31				Nine months ended Aug 31
		2020		2019		2020		2019
Revenue		$ 14,664,966		$ 16,974,918		$ 46,622,629		$ 51,156,727
Cost of revenues		9,351,211		11,403,091		30,939,223		34,616,777
Gross Margin		5,313,755		5,571,827		15,683,406		16,539,950
Gross Margin as a % of Revenue		36.2%		32.8%		33.6%		32.3%
Operating costs		4,057,397		5,284,893		13,668,206		17,253,222
Professional fees		162,581		111,674		457,853		563,859
Adjusted EBITDA		1,093,777		175,260		1,557,347		(1,277,130)
Investment loss (income)		-		(34,077)		5,807		(34,077)
Gain on sale of assets		-		(1,894,514)		-		(1,894,514)
Share based compensation		1,261		35,675		19,688		174,984
Transaction costs		601,386		136,021		601,450		192,458
EBITDA		$ 491,130		$ 1,932,156		$ 930,402		$ 284,019
Net Income (loss) from continuing operations (Note 1)		$ (1,039,069)		$ 765,438		$ (3,705,229)		$ (3,797,947)
Note 1 - During Fiscal 2018, an LOI was signed with Golden Opportunities Fund to sell Paradigm, leading to a change in financial presentation. In compliance with IFRS, the results of Paradigm and its associated assets/liabilities have been disclosed as assets held for sale in the financial statements. During Fiscal 2019, the transaction was completed.

Reconciliation of Consolidated Net income (loss) to EBITDA for the third quarter of 2020 and 2019

		Three months ended				Nine months ended
		31-Aug-20		31-Aug-19		31-Aug-20		31-Aug-19
Net gain (loss) from continuing operations		$ (1,039,069)		$ 765,438		$ (3,705,229)		$ (3,797,947)
Interest and financing costs		662,001		994,527		2,156,517		2,134,541
Income tax recovery		(18,178)		(451,128)		(70,480)		(451,128)
Depreciation and amortization		642,043		623,319		1,905,165		2,398,553
Deprecation charge		244,333		-		644,429		-
EBITDA		491,130		1,932,156		930,402		284,019
Investment loss (gain)		-		(34,077)		5,807		(34,077)
Gain on sale of assets		-		(1,894,514)		-		(1,894,514)
Share- based compensation		1,261		35,675		19,688		174,984
Transaction costs		601,386		136,021		601,450		192,458
Adjusted EBITDA		$ 1,093,777		$ 175,260		$ 1,557,347		$ (1,277,130)

RevenueDuring the third quarter, 2020 consolidated revenues from continuing operations was a $14.665M compared to $16.975M in the prior year. In the TD, revenues decreased by $6.723M, while the BD’s revenues increased by $1.879M. Most of the revenue reduction in the TD is due to a combination of non-recurring project revenue and temporary office closures as a result of the pandemic. These contracts affected by the pandemic are largely federal government delaying renewals. The contracts are expected to be renewed late in the fourth quarter and into the first quarter of 2021. The Company is focused on the higher margin business within the Benefits Division.

Gross Margins and Gross Margin %The Company generated $5.314M in gross margin during the third quarter August 31, 2020 vs. $5.572M the previous year. Gross Margin % (“GM %”) for continuing operations was 36.2% in 2020 compared to 32.8% in 2019. TD gross margins were 19.1% vs. 18.4% the previous year, due to one-time revenue yielding higher margin in 2020. BD gross margins were 77.0% vs 96.7%, largely due to smaller margins in the online medical module sales.

Operational Costs:

• Salaries and Other Compensation - salaries decreased by $3.347M during the first nine months of the year when compared to the same period the prior year. The reduction is a result of the cost reduction initiatives and the government subsidies related to COVID-19. The cost reductions are across the company. Additional savings are targeted for 2020, as the full impact of 2019 cost saving initiatives flow through for the complete 2020 year.

• Office and General Costs – Normalized office and general costs decreased by $0.238M during the first three quarters. This cost reduction was across all divisions and expected to prevail throughout 2020.

• Professional Fees - Professional fees decreased by $0.106M, in the nine months of 2020, compared to 2019. Professional fees vary with the amount of financing or acquisition/disposition activity during the period. Given the major transactions in process, these fees will increase in 2020 as transactions close.

Non-Cash Expenses:Non-Cash expenses include amortization, depreciation and share-based (options) compensation and decreased by $0.004M nine months into the year compared to the previous year. The largest component is amortization of intangible assets (mostly related to acquisition) and has decreased by $0.460M. These costs are expected to be largely amortized by the end of Fiscal 2020. This is offset by an increase of $0.644M in depreciation of right-of-use assets.

Interest and Financing Costs and Interest Accretion:Interest and financing costs increased by approximately $0.022M during the first three quarters compared to the same period in the prior year. The increase is primarily due to the one-time costs associated with the refinancing process.

KEY DEVELOPMENTS DURING AND SUBSEQUENT TO THE YEAR

Update on Scotia Capital Strategic Review Process Scotia Capital Inc. was engaged in March 2019 to assist the Company in identifying and negotiating a transaction with a strategic investment partner. The SEB Board and Management believes this process will provide the optimal immediate value for shareholders, be operationally strategic to SEB, and provide the working capital to expedite the many growth opportunities. The Company is currently in the final stages of the refinancing process with negotiations at advanced levels on 5-year convertible notes of $20M and operating credit facilities in the $10.0M range.

Business Development to DateRelationships have been consolidated and grown with multiple new consulting partners. The Company’s Channel Partner strategy has gained strong traction with more than a dozen active negotiations with Channel Partner opportunities including brokerage organizations, MGAs, TPAs, insurers, unions, and corporate entities. Several LOIs and LOAs have been executed with revenue growth expected in 2020 and beyond from the Channel Partner business initiatives. Channel Partner “white label TPA” agreements have been recently signed with organizations representing approximately 150,000 plan members. The Company has gained significant traction with its online medical care partnership with EQ Care, recently adding clients representing over 110,000 plan members. In addition, the company has launched “FlexPlus – Worksafe”, a fully integrated module for collecting, aggregating, and analyzing and utilizing workforce data to manage the complexities of the pandemic in returning the workforce to the workplace.

The Company’s RFP sales pipeline is the largest it has ever been, in both corporate and government opportunities.

Cost Reduction and Integration Nine months into the fiscal year, the Company reduced its operating cost structure by over $3.585M, with the full annualized amount expected to be reflected in Fiscal 2020 and beyond. Technology infrastructure represents more than half of the savings. This amount brings total cost reductions to in excess of $4.0M per annum since Fiscal 2017, over 60% attributed to technology infrastructure. The Company is targeting additional cost realignment and reduction in Fiscal 2020 as new technology systems improve efficiencies.

States John McKimm, President/CEO/CIO of Smart Employee Benefits Inc.:“SEB has been in an investment mode since its inception in both the TD and more significantly in the BD. The TD, historically, has strong profitability. The BD has required significant investment, the majority of which has been expensed. This has penalized cash flow, net earnings, and EBITDA. Going forward, the capital expenditures are minimal, the cost structure from acquisitions and integrations has been largely realigned and both the TD and BD are anticipated to show strong growth and positive cash flow in 2020. The contract values including backlog, option years and evergreen remain strong, with the Company continually renewing or winning sufficient new business to replace annual revenues. The Company has established strong traction in multiple new business initiatives and is well positioned to win new business going forward.”

CONFERENCE CALL DETAILS Date/Time: Thursday, November 5, at 11:30 AM ET. Canada & USA Toll Free Dial In: 1-800-319-4610Toronto Toll Dial In: 1-416-915-3239Callers should dial in 5-10 minutes prior to the scheduled start time and simply ask to join the call. Webcast Link access at http://services.choruscall.ca/links/seb20201105.html

Conference Call Replay Numbers:
Canada & USA Toll Free:	1-855-669-9658
Code:	5573 followed by the # sign
Replay Duration: Available for one week until end of day Wednesday November 12, 2020.

ABOUT SEBSEB is a technology company providing Business Process Automation and Outsourcing software, solutions and services to a national and global client base. SEB has a specialty growth focus in cloud enabled SaaS processing solutions for managing employer and government sponsored health benefit plans on a BPO (Business Processing Outsourcing) business model, globally. SEB currently serves corporate and government clients across Canada and internationally. Over 80% of SEB’s revenues derive from government, insurance and health care organizations. SEB’s technology infrastructure of over 650 multi-certified technical professionals, across Canada and globally, is a critical competitive advantage in supporting the implementation and management of SEB’s benefits processing solutions into client environments. SEB’s Benefits Processing Solutions can be game changing for SEB clients.

The core expertise of SEB is automating and managing business processes utilizing SEB proprietary software solutions combined with solutions of third parties through joint ventures and partnerships. SEB’s client acquisition model in benefits processing is “Channel Partnerships” where SEB processing solutions both improve cost structures and enable new revenue models for Channel Partners and clients. All SEB solutions are cloud enabled and can be delivered on a SaaS platform. SEB solutions turn cost centers to profit centers for our Channel Partners.

The forward-looking information contained in this release represents the Company’s current expectations and, accordingly, is subject to change. However, the Company expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

All figures are in Canadian dollars unless otherwise stated.

Media and Investor ContactJohn McKimmPresident/CEO/CIOOffice (888) 939-8885 x 2354Cell (416) 460-2817john.mckimm@seb-inc.com

Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.