Tantalus Systems Holding Inc

TSX:GRID

Earnings Call Transcript 2023-Q2

[Operator]

Good morning, and welcome to the Tantalus Systems Second Quarter 2023 Financial Results Conference Call. [Operator Instructions] Please note this event is being recorded.I would like now to turn the conference over to Deborah Honig with Investor Relations. Please go ahead.

[Deborah Honig]

Thank you, operator. Thank you for joining us to discuss Tantalus Systems' financial results and operating performance for the 3 and 6 months ended June 30, 2023. Tantalus issued these results in a press release yesterday, which is posted on the company's website. Joining me today on the call from Tantalus Systems, herein referred to as Tantalus or the company, is Peter Londa, President and Chief Executive Officer; and George Reznik, Chief Financial Officer.During the call, we will make forward-looking statements about Tantalus' business. These statements are subject to certain risks and uncertainties, which could cause actual results to differ materially. Tantalus refers conference call participants, either today or in the future, to the company's forward-looking statements contained in the presentation and also available on our website at www.tantalus.com. Statements made on this call reflect management's analysis as of today, August 15, 2023. Management does not assume any responsibility or obligation to update forward-looking statements made during this conference call unless required by law.Please note that the financial information referenced on today's call is stated in the United States dollars and in accordance with IFRS, unless otherwise stated. The company is also presenting selected non-IFRS financial measures, including gross profit, gross profit margin, core business expenses, adjusted EBITDA, recurring revenue, annual recurring revenue referred to as ARR, and adjusted working capital. Tantalus believes that these non-IFRS measures provide meaningful information to investors. However, they do not have a standardized meaning and are not likely comparable to similar measures presented by other issuers.I will now turn the call over to Peter Londa, President and CEO. Please go ahead, Pete.

[Peter Londa, executive]

Thank you, Deborah. On behalf of our entire team at Tantalus, George and I are pleased to provide an update on our business through the second quarter and first 6 months of 2023. We'll aim to work through our presentation in a timely manner and provide ample time for questions during today's call.As you can see from the materials that we filed yesterday and on the initial slide, Q2 marked a number of milestones for our company. And before diving into the details of our performance, I'd really like to congratulate Team Tantalus. The results that we're about to share would not be feasible without our employees' unwavering support and dedication, not only to our company, but also to the utilities that we serve.As you'll notice in our materials, we set a number of new milestones for the business during Q2 and the first 6 months of the year. Some of these milestones include: the highest amount of revenue generated during the second quarter of a calendar year; the highest amount of revenue generated during the first 6 months of a calendar year, which you'll see in this presentation being referred to as 1H or first half; and the highest gross profit margin percentage in any quarter of our operating history. With the solid performance across our business, we are also pleased to report that our team delivered positive adjusted EBITDA in Q2, while continuing to make significant investments in our innovative and transformative solutions.Beyond our financial results, we converted another 5 utilities from our pipeline in Q2, bringing the total number of new accounts through the first half of the year to 12. In total, our user community now represents 283 utilities across the United States, Canada and Caribbean Basin. The growth of our user community is paramount, and it demonstrates our ability to not only deliver differentiated solutions that meet the specific needs of the utilities we support, but also ties to our overall business model of deploying additional intelligent connected devices that access data, which makes our software and AI-enabled analytics that much more impactful. In addition to converting new utilities in the second quarter, we converted $22.6 million in total orders from our pipeline during the first 6 months of the year, setting yet another milestone for our organization.In terms of progress on major R&D initiatives, we continue to work towards the commercialization of the TRUSense Gateway. As a reminder, we ultimately will have 3 versions of the TRUSense Gateway to accommodate all types of utilities. The first version that is expected to be commercialized is the TRUSense Fiber Gateway, and we remain on track to bring that capability to the market by the end of this year. We've successfully completed our alpha testing for the Fiber Gateway and anticipate receiving Underwriters Laboratories, or UL, certification and activating field trials in the coming days and weeks.While we spend a lot of time talking about the TRUSense Gateway in our earnings calls and in our materials, I'd be remiss not to also mention substantial progress that we're making on 2 other key R&D initiatives, the second being the successful completion of field trials of our AI-enabled transformer monitoring data analytics offering, which is now commercially available and scaling. The transformer monitoring analytics tool could not hit the market at a more impactful time, particularly as we see an increasing number of utilities seek to protect transformers and distribution assets from extreme weather events and an increasing number of demands on the distribution grid.In addition to making progress on the transformer monitoring analytics tool, we are also extremely pleased to announce that Q2 witnessed the first conversion of a Congruitive software platform pilot into a full commercial license. As those of you that track our company may recall, we acquired Congruitive in 2021 -- excuse me, in 2022 and have been continuing to invest behind that team and the software platform to bring forward a truly unique software platform capability. As the commercial license takes hold and begins to document and validate a number of use cases tied to the interoperability and security of data across the utility, we'll look forward to sharing more details on the deployment and the progress that we're making with Congruitive.Overall, we're off to a very strong start to the 2023 calendar year, and we're truly on the cusp of delivering innovative solutions that will be transformative for the utility industry.And with that, I'll turn it over to George Reznik, our CFO, to dive into the Q2 financial results. Go ahead, George.

[George Reznik, executive]

Thank you, Pete, and good morning, everyone. Before diving into the financial results, I would remind everyone that we report in U.S. dollars.As reflected on Slide 5, we delivered $11.2 million in revenue for the quarter, representing 24% growth over the prior year period. As part of our revenue profile in Q2, you'll notice that we had extremely strong contribution from Software and Services during the quarter. The growth in our Software and Services revenue profile was due in large part to the conversion of our first Congruitive software platform pilot to a full-scale commercial license that contributed software license revenue and ongoing recurring revenue. Within our Software and Services revenue segment, we include recognized recurring revenue in each period, which is recurring in nature.As a reminder, our recurring revenue is comprised of Software-as-a-Service or SaaS subscriptions, term-based software licenses, software maintenance, technical support and hosting services. Recurring revenue recognized during the second quarter increased by 27% over the prior year period and represented 25% of total revenue for the quarter. As we continue to secure new utilities through our sales pipeline and deploy more connected devices in the field, we will witness increasing recurring revenue contribution to our overall revenue profile. Annualized recurring revenue, or ARR, represents a forward-looking forecast at a point in time that reflects the anticipated total recurring revenue to be generated over the future 12 months period. As of the end of Q2, ARR increased to approximately $10.5 million, reflecting a 17% growth from the end of Q2 of 2022.As reflected on Slide 6, we delivered gross profit margin of 56% for the quarter. This represents the highest level of gross profit margin percentage that we have delivered in a quarter throughout our company's history. Disaggregating the gross profit margin further, the gross profit margin for Connected Devices increased to 41% in Q2 2023 due to product mix, supply chain management and our team's ability to navigate through inflationary and challenging pressures. Gross profit margin for our Software and Services segment increased to 80% in the quarter, as we generated additional software revenue within this segment. We believe that the strong gross profit margin demonstrates the value and differentiation of our solutions, while validating our team's ability to navigate through a challenging business environment.Moving down the income statement, as outlined on Slide 7, our core operating expenses consist of sales and marketing, R&D and general and administrative items, and is exclusive of share-based compensation, depreciation and amortization, and non-core business-related expenses. Our core business operating expenses for the quarter increased to $6 million from $5.7 million in the prior year quarter. The primary increase in our OpEx on a year-over-year comparison is tied to the acceleration of the Ethernet and the cellular versions of the TRUSense Gateway in addition to the Fiber version being commercialized this year, and the inclusion of our in-person annual users conference, or TUC, which was virtual in 2022 due to COVID-19. We are also witnessing increasing travel in 2023 as compared to last year, particularly as activity [indiscernible] customers continues to pick up across the utility industry.We generated adjusted EBITDA of positive $252,000 in the second quarter, resulting in a significant improvement over last year's second quarter. Management is prudently managing our operating expenses, while balancing the investments in R&D and increased sales and marketing activities relative to the growth of our revenue and continued strong gross profit margin contributions. We remain committed to reverting back to our long-term history of delivering positive adjusted EBITDA.Please note that our net loss is expressed net of significant non-cash expenses, inclusive of depreciation and amortization, stock-based compensation and unrealized foreign exchange. Non-cash items impacted the net loss by approximately $700,000 during Q2 of 2023.As reflected on Slide 8, the company ended the second quarter of 2023 with $4.9 million of cash, exclusive of $673,000 of restricted cash pertaining to performance bond for customer deployment. Given the change in our cash balance during the quarter, we felt it was appropriate to include a bridge analysis during this earnings call to provide additional details. The decrease in cash from the prior quarter was primarily due to the net change in working capital items.Our working capital was impacted by the timing of revenue generated during the revenue -- during the quarter, along with repaying a portion of and servicing our senior debt facilities. In addition, the accounting of deferred revenue always impacts our closing cash position as we progress through the balance of the year. Due to the timing of customer payments for the company's annual recurring revenue at the beginning of the year, we typically witness a decline in cash and adjusted working capital accordingly through the year.Our debt facilities include a working capital line of credit facility and a term debt facility. The working capital facility was fully drawn going into the start of Q2 of the year. The term debt facility of $3.3 million ties to our acquisition of Congruitive and was being amortized on a monthly basis over a 3-year term. During Q2, we paid down a portion of the working capital facility, as well as a portion of the principal balance of the term loan, reducing the company's total debt accordingly.As reflected on Slide 9, in addition to our closing cash balance as of June 30 and the aforementioned working capital movements, the company ended Q2 with $37 million in total assets and outstanding debt balance of $9.4 million. As indicated previously, the company's total debt decreased during Q2 due to the repayment of a portion of the working capital facility and the term loan in Q2. We believe that the company has ample balance sheet strength and is sufficient to support our ongoing operations and continued investments in R&D and sales and marketing to drive our future growth.In conjunction with preparing for the launch of the TRUSense Gateway on Slide 10, we were pleased to secure up to $7 million of 6-year term loan from Export Development Canada, or EDC, which was announced on June 30. We will utilize this facility to fund the ongoing development and commercialization of the TRUSense Gateway offering. We also anticipate using a portion of the proceeds to support ongoing working capital as required. In conjunction with the EDC, the term loan facility with Comerica Bank increased to $8.5 million.Subsequent to Q2, the company drew down $2 million from the EDC loan to repay the Comerica term loan in full. We will only continue with the line of credit facility with Comerica Bank at $8.5 million going forward. This will save Tantalus approximately $1.6 million of cash over the next 18 months as the EDC loan does not include principal repayments until January of 2025. Following the initial 18-month interest-only period, the EDC loan calls for monthly principal and interest payments for the remaining 54 months. The EDC loan bears annual interest of U.S. prime rate plus 5%, with only 1 covenant based upon annual adjusted EBITDA. The covenant becomes effective as of January 1, 2025. There are no warrants or dilutive securities affixed to the EDC loan. The company has had a long-term relationship with EDC through credit insurance. It feels that EDC is a favorable financial partner to support our anticipated continued future growth.Moving beyond the Q2 results, we thought it would be insightful to highlight a few metrics from our first half and trailing 12 months performance. In looking at the first half of 2023 on Slide 12, we are pleased to report that our revenue increased to $21.6 million, representing 18% growth over the prior year period. As Pete mentioned earlier, this is a new milestone for the first 6 months of a calendar year.Let me share a few interesting stats regarding the total revenue that are available in our MD&A. First, revenue from Software and Services increased to $7.5 million, representing 35% of total revenue for the first half of 2023. On a comparative basis, revenue from Software and Services increased by 19% over the prior first half period. Secondly, recurring revenue increased to $5.1 million, representing 24% of total revenue for the first half of 2023. On a comparative basis, recurring revenue increased by 20% over the prior first half period.Gross profit margin increased to 51% during the first 6 months of 2023. We believe that the increase in gross profit margin reflects the value of our solutions and proactive management through inflationary pressures. Adjusted EBITDA improved significantly to a near neutral level at negative $441,000 in the first 6 months of 2023 as compared to negative $2.2 million in the prior first half period. Across the board, we delivered strong financial results for the first half of this year.In evaluating the trailing 12 months' performance through June 30, we are pleased to report that our revenue increased to $42.9 million, representing 24% growth over the prior trailing 12-month period, as outlined on Slide 13. This revenue profile would set a record for Tantalus on a calendar year basis. Revenue from Software and Services increased by 25% to $14.3 million as compared to the prior trailing 12-month period and represented 33% of total revenue. Recurring revenue increased by 23% to $9.5 million as compared to the prior trailing 12-month period and represented 22% of total revenue.Gross profit margin increased to 50% from 45% in the prior trailing 12-month period. Achieving a 50% gross profit margin over the last 12 months is in line with our long-term target and would represent the first time that our company has sustained that level of gross profit margin over a 1-year period. Adjusted EBITDA improved significantly to negative $721,000 for the trailing 12 months as compared to negative $4 million in the prior trailing 12-month period. This marked improvement in our profitability was made while simultaneously investing heavily in the future of Tantalus through our TRUSense Gateway, our AI-enabled data analytics and the Congruitive software platform.In evaluating our performance in the first half of 2023 and the trailing 12 months through June 30, we believe Tantalus has made significant progress on behalf of our shareholders.I will now turn the call back over to Pete to provide our closing remarks. Pete?

[Peter Londa, executive]

Thanks, George. While we're not providing financial guidance for the full year, we continue to build visibility and are gaining momentum towards our plan of delivering neutral to positive adjusted EBITDA for the full calendar year in 2023. As reflected on Slide 15, we believe the balance sheet provides us ample flexibility, particularly with the new EDC term loan, to not only manage through fluctuations in working capital, but also to support the ongoing investments in our R&D.As we think about longer-term planning and building visibility into the future periods, the level of sales activity continues to expand, especially as we get closer to commercializing the TRUSense Gateway. The level of interest from investor-owned utilities, public power and electric cooperative utilities in the TRUSense Gateway and the corresponding ability to integrate devices through the Congruitive software platform continues to be reflected in an extremely strong sales pipeline. Coupled with an increasing number of applications submitted by utilities to secure stimulus funding for our technology, our sales pipeline is as robust as I've witnessed during my tenure as CEO at Tantalus.In terms of some near-term deliverables for the second half of the year, we anticipate delivering the Fiber version of the TRUSense Gateway and expect to convert orders from our pipeline this calendar year for the Fiber version. We are also working to accelerate the delivery of the Ethernet and Cellular versions of the TRUSense Gateway in early 2024, as demand is building for all 3 variations.We are witnessing increasing momentum across our user community with our AI-enabled transformer monitoring capabilities, particularly as we witness stress on the electric grid across North America. We believe our transformer monitoring analytics tool is applicable for every utility, can be sold independent of our other capabilities, and we anticipate securing several utilities adopting our SaaS offering before year-end.And based on the conversion of the first pilot of Congruitive software platform, we believe we're on the cusp of delivering a unique and differentiated path for utilities to fully integrate data collected throughout the grid in an interoperable and secure manner. We believe the Congruitive software platform will become that much more applicable as utilities get inundated with data streaming from the integration of distributed energy resources, particularly with respect to EV chargers, inverters for solar and storage, smart appliances and intelligent circuit breakers that can collectively deliver controllable thermal storage. The amount of data that must be managed by utilities in an effective and efficient manner is becoming an increasing challenge, and we believe the Congruitive software platform is the best available solution in the market today.As shareholders, investors, stakeholders, team members continue to track our progress, they should expect our team to deliver industry-defining technology that's anticipated to provide both near and long-term opportunities for Tantalus to scale.With that, we thank you for joining today's Q2 earnings call, and we'll now open it up for questions.

[Operator]

[Operator Instructions] Our first question comes from Gabriel Leung of Beacon Securities.

[Gabriel Leung, analyst]

Congrats on all the progress. Peter, I just wanted to ask about actually the C.IQ platform for a second. Congrats on that conversion in Q2. I'm curious if you can talk a little bit about what the pipeline for C.IQ currently looks like? And maybe talk a little bit about how many pilots you currently have in place that could also potentially convert over as well.

[Peter Londa, executive]

Gabriel, good to hear your voice, and thanks for the question. The historical focus for Congruitive has been on investor-owned utilities. And to that end, the first conversion is with an extremely large IOU in the U.S. And over the coming weeks, we'll share more details about that deployment, but we're extremely excited, and it's been an effort that's really been underway for some time, both prior to the acquisition that we made and post the acquisition and integration of Congruence into Tantalus.There are, Gabriel, about 4 or 5 other material pilots that are underway, some of which are actually outside of the United States. And as we gain momentum with the first conversion of the pilot -- of the software platform and can document the value and the corresponding use cases, I believe that will help accelerate not only some of the other pilots that are underway, but also get the attention of an increasing number of utilities. And so, as we think about activity through the end of this year and start to prepare for marketing efforts early next year at DistribuTech and TechAdvantage and some of the largest industry trade shows, the goal is really to highlight the software platform.But what I'd also say is, I can't give you a specific dollar figure, Gabriel, on what that pipeline looks like, but these are large software licenses, order of magnitude $0.5 million, $2 million each with an ongoing recurring revenue and then scalability as we connect to more devices. But where we also see and anticipate an uplift from the revenue contributions from Congruitive is through the TRUSense Gateway. And so, if we just take a step back, I think TRUSense Gateway is really, for the first time, an ability for the utility to securely and independently connect the devices behind the meter. The amount of data that we'll capture from those devices and the corresponding impact those devices like an EV charger has on power quality at that location and at that meter, right, is significantly greater than what utilities are used to seeing from the data from just a smart meter or other smart sensors across the grid. And so, leveraging the Congruitive software platform and embedding an instance of Congruitive on the TRUSense Gateway, I think, will not only help us position that TRUSense Gateway as a market leader and potentially category killer for us, but also an increased opportunity to sell licenses of the platform itself.So the Congruitive -- the platform that we've sold is independent of other devices that Tantalus has historically built, made and sold. We'll see opportunities like that where Congruitive software platform is sold independent of anything else we do. I also think we'll start to see an increasing number of opportunities where the Congruitive platform and its software capabilities are embedded as part of a broader TRUSense Gateway deployment. So I think we'll see material revenue contribution on the software side for sure. We'll see, hopefully, a few more licenses convert here towards the end of the year. And then I think we'll really see revenue contributions in a material way in the 2024 time frame.

[Gabriel Leung, analyst]

Maybe I can ask then on a similar note then the 8-member utility advisory group that I believe are piloting the TRUSense are going to be probably the initial customers for TRUSense. Are they also looking at C.IQ as well as an add-on to the platform?

[Peter Londa, executive]

Yes. We've actively started a few of those conversations already with the larger utilities that are part of the advisory committee. And meeting with some senior execs personally over the past several weeks, it's clear to me that the management and integration and interoperability of the data that will be delivered to the utility through the TRUSense Gateway creates a significant opportunity for us on the Congruitive software side.

[Gabriel Leung, analyst]

Got you. And just one more question for me. Clearly, it sounds like you're super-optimistic about the pipeline for TRUSense, really expecting some orders to convert over at the end of the year. Do you think at some point, you would expect to increase your sort of deployment capacity, assuming there's a big ramp-up in demand for TRUSense? And when should we sort of expect those investments to kick in on the operating expense side of things?

[Peter Londa, executive]

Yes. So part of securing the EDC loan is to give us some flexibility for that ramp. I think Gabriel, just relative to trying to be prudent with our balance sheet and, frankly, sensitive to where share price is today and the cost of capital as a result, I think we'll do our best to manage that working capital or the increases in working capital and the corresponding capital investments that we'll have to make. I would anticipate that we can support the growth trajectory in 2024 with the TRUSense Gateway relative to where the balance sheet sits today and the contract manufacturers that we rely on today. As we start to take in orders and work with the utilities on the timing of when those orders convert to shipments and from shipments to revenue and cash flow for Tantalus, I think that's where we'll have to start thinking about the 2025 time frame as further investments. Some of those investments might have to be made upfront. But we are evaluating every aspect of what the TRUSense Gateway means for the company from a financial profile perspective, from a support and services perspective, and from a contract manufacturing perspective and supply chain management. But I don't see significant CapEx modifications over the next 12 months, maybe towards the second half of 2024, Gabriel, when we really start having to put some dollars to work, but we would do that in the context of having orders in hand and known timing of when those orders convert to revenue.

[Gabriel Leung, analyst]

Got you. Actually, I just have one more question here for George. Just on the gross margin side of things, it's good to see the big rebound on the device side. Was some of that improvement based on the price increases that you guys have instituted? And then also on the services side, 80% gross margins there. Obviously, that was helped by C.IQ. How should we think about those gross margin lines sort of going forward on a more normalized basis?

[George Reznik, executive]

Yes. On the Connected Devices side of 41%, that's very strong, especially from 34% in the prior quarter. And a large -- that really is the impact of the price increases that we've had. It's also a combination of our revenue mix. So we had a significant shipment of our industrial meters, which tend to have a higher margin profile as well, so a little bit impacted by mix. And the other one really is inflationary management on the supply chain side as well. So kudos to our supply chain management team and production team. But it's really a combination of those 3 things that resulted in very strong and favorable gross margin. For that segment, we still anticipate probably upper-30% range going forward. We may have some upside like we have this quarter. But on a more normalized basis, that's probably realistic that we can plan for.And then on the Software and Services side, yes, the significant Congruitive software license, which includes significant term-based recurring licenses that will renew periodically on an annual basis going forward, that was a very favorable impact on Software and Services. But we also have some margin enhancement in other areas that just reflects the economies of scale. As we add more utilities -- we added 12 this fiscal year year-to-date to June 30 -- [ be it ] adding more and more utilities, right, from a customer maintenance and support and efficiency, deployment and hosting, just the economies of scale, we're seeing a little bit of margin lift on that. So that 80% is the blended. We really see a 75% to 80% going forward, probably high-70%. It was favorable this quarter, obviously impacted by the Congruitive software. And then the normalized overall blended margin of 56%, as we indicated, the trailing 12 months of 50%, that's really in line with our longer-term objective and very proud to have gotten there over the trailing 4 quarters.

[Operator]

Our next question comes from Daniel Rosenberg of Paradigm Capital.

[Daniel Rosenberg, analyst]

I'll start with a follow-up on the transformer AI analytics software. I was just curious in terms of targeting co-op versus investor-owned. And then just the -- you mentioned some recurring component to it. Just how you're thinking about the pricing of this, whether it be a license versus subscription? How should we think about your contract wins as these things start to add up?

[Peter Londa, executive]

We'll look forward to providing additional updates as we work through the second half of the year and start to witness some of those conversions. Taking sort of components of your question, we are offering the transformer monitoring analytics tool as a SaaS offering. That SaaS offering is priced based on the number of transformers a utility has deployed in the field, and we're talking about distribution transformers, pad-mounted transformers, pole-mounted transformers, as an example. And within that, we're trying to, as we introduce this, make sure no utilities left behind that wants the capability. So we're throttling the pricing based on size of utility. At this point, it is only offered on a SaaS basis. So what we're witnessing and what we anticipate seeing is utilities migrating to an annual subscription and collecting that as part of our recurring revenue each year within the ongoing support and access to the analytics tool through the balance of the year.And in terms of types of utilities, with our heritage and history, we're still closely embedded with the public power and electric cooperative market segment. I think that's where we'll see certainly the first conversions. It's out of our own user community. And as we gain traction with our user community, it will present an opportunity for us to further differentiate ourselves when we're competing against peers, and then also, I think, pursue some of Congruitive's legacy investor-owned utility customers as well. It's applicable everywhere. There's not one utility, I think, certainly in the United States, if not across North America, that isn't constrained on transformers, that's still witnessing supply chain constraints of transformers and fairly significant inflationary pricing pressure on those transformers. So we're pretty excited about it. And I think we've hit the market at the right time with the tool.I hope I captured the elements of your question, Daniel, that you had asked.

[Daniel Rosenberg, analyst]

Yes. That's great. I guess, turning to TRUSense, so you mentioned optimism around Fiber and the progress you're making towards this year. I guess, could you help us understand how the kind of regulatory approval process? I know you have the time line in your presentation, but just any color on how you view things, what are the challenges, what are the opportunities of hitting your time lines, where are you at today?

[Peter Londa, executive]

Yes, sure. So referencing the time line, it's in the appendix of the earnings deck on our website now and certainly through today's call. So the Fiber Gateway, from sort of a certifications perspective, is still working its way through UL, or Underwriters Laboratories. And we've got guidance from UL at this point on their timing. And I think I'm pretty confident in getting to that phase of this commercialization effort. Daniel, we also have a few utilities that have requested to activate field trials even before UL certification is finalized and documented. So I think in the coming days and weeks, you'll see some further -- we'll be able to share some further announcements around that. And the field trials are a huge component of us testing this device, making sure it's calibrated properly, making sure it's dialed in, helping us understand the documentation around the deployment and then the ongoing support for utilities that embrace this capability and start to really deploy it. So field trials are important, but I still think we're on track to commence and run those field trials through the second half on the Fiber version with the intended goal of, we refer to it as AFS or available for sale, before year-end. And I think as we complete field trials with a number of the utilities that are members of the advisory committee, I think our sales organization expects to convert orders between sort of in the Q4 time frame, but certainly between now and the end of the year.In terms of the Ethernet and the Cellular Gateway, the Ethernet version is a variation of the Fiber version. It will still rely on a fiber connection. So, sort of the Fiber and the Ethernet version are effectively taking any type of meter, whether it's electromechanical from 1957 and has a Westinghouse brand on it still, to one of our competitors' legacy AMI systems and taking that meter and turning it into a fiber connected device with all the good things around power quality sensing and then access to devices behind the meter. The Ethernet gateway will have to go through UL certification as well, a little bit different power supply and some configuration that will be required. But we will pick up a lot of the UL certification tests that we've completed on the Fiber version that are applicable to the Ethernet version. So, our engineering team believes the UL certification process for the Ethernet Gateway should be a little compressed from a timing perspective. The Cellular gateway, from a certification process, does not require UL certification if the same base platform is the Fiber version, which is already underway. We're just swapping out a fiber node to a cellular node, and we're working with Sierra Wireless to that end. The Cellular Gateway will go through FCC review and clear through certain testing elements to ensure our device doesn't interfere with public networks. That's a pretty standard operating procedure. And I think we've got our arms around it, especially working with a partner on the scale of Sierra Wireless that does this every day of the week and twice on Sunday for not only themselves but companies like us. So that's -- in terms of timing and sort of the certification process, Daniel, that's what we're seeing.From a regulatory perspective, we're seeing certain states really mandate the adoption of distributed energy resources behind the meter. And within that, we're seeing an increased amount of pressure from those regulators of those states really force the hand of utilities to not only embrace but be able to navigate through the integration of those devices. So, places like California, as an example, our prime locations for the TRUSense Gateway, as soon as it's available, Fiber, Ethernet, Cellular, because of what's unfolding from a regulatory perspective and the pressure that's being applied by the state PUC in California on the major investor-owned utilities up and down that state. So we're tracking where regulatory drivers on a state-by-state basis align to the capabilities of the TRUSense Gateway. And supplemental to that, Daniel, we're also tracking where those regulators are increasingly active about the integration of distributed energy resources, but also resistant to allowing a utility to just upgrade their existing metering infrastructure. So I'll give you an example of that. We see certain states where the utility is -- sort of forcing a utility to adopt resources behind the meter but unwilling to allow the utility to upgrade a meter and pick up additional sensing or what we refer to as AMI 2.0 that could supplement some of those regulatory initiatives. Those are great examples of where the TRUSense Gateway, which doesn't really touch the meter, it's just an extension of the meter socket, it enables utilities to meet the regulatory drivers, add market-leading power quality sensing at that meter socket and not have to spend money on upgrading a metering infrastructure, which can be pretty capital-intensive. So we're tracking that. It's predominantly where our focus is going to be is in the United States. And we've got team members and resources that are focused very specifically in pinpointing where the regulatory drivers on a state-by-state basis are very advantageous for the Gateway as it gets closer to commercialization. So I think that's where we'll see scale and that's where we'll see volume very quickly.

[Operator]

[Operator Instructions] Our next question is a follow-up by Gabriel Leung from Beacon Securities.

[Gabriel Leung, analyst]

I just had one additional question. I did see that the Congruitive earnout [indiscernible] liabilities. Just curious if you can provide some color around where they're at in terms of achieving that revenue earnout and what, I guess, your thoughts are around share versus cash in terms of that earnout payment?

[Peter Londa, executive]

George can provide some additional color, at least the specifics of where the earnout sits on the financial statements. I think that the team that we've embraced and integrated into the organization is making great progress. I think the accruals on the financial statements today -- or in the financial statements today are adequate to cover any portion of the earnout that may materialize by the end of this calendar year. On the one hand, the conversion of really the first major pilot is a great milestone. The timing of converting other pilots is going to heavily influence the revenue profile of Congruitive in the calendar year, and by default, then heavily influence the earnout. But I think the accruals are adequate at this point. I'd also reference that we have the option of cash or stock to a certain extent. And I think as we get closer to the end of the year, we'll be able to provide some more precision.But George, do you want to add additional color there?

[George Reznik, executive]

Yes. No, I think that's a good summary, Pete. And just to clarify, the Congruitive earnout, contingent earnout consideration was reclassified from a long-term liability to a current liability because it would be payable subject to it being achieved in early 2024, so that was the reason for the transition. It will be after Q1 of next year. So...

[Operator]

This concludes our question-and-answer session. I would like to turn the conference back over to Mr. Peter Londa for any closing remarks.

[Peter Londa, executive]

Thank you all for joining our Q2 earnings call and hanging in there through the presentation and the Q&A. As I started the call, I could not be more appreciative of the effort being made by our entire team at Tantalus, and the results that George and I have the privilege of presenting are a direct reflection of their hard work. So, thank you to our employees. Thanks to the shareholders for hanging in as we continue to make progress from a financial and operational perspective. And we'll look forward to providing another update at the conclusion of Q3. I hope everybody has a good balance of the day and a good balance of the summer. Thank you very much.

[Operator]

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.